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HomeMy WebLinkAbout2001-11-27 Resolution Prepared by: Liz Osborne, PCD, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5246 RESOLUTION NO. 01-368 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST TO THE RELEASE OF LIEN REGARDING A REHABILITATION AGREEMENT, AN ADDENDUM TO REAL ESTATE CONTRACT AND A RENTAL REHABILITATION LIEN FOR THE PROPERTY LOCATED AT 229 SOUTH SUMMIT STREET, IOWA CITY, IOWA. WHEREAS, on May 22, 1991, the property owners of 229 South Summit Street executed a Rehabilitation Agreement, an Addendum to Real Estate Contract and a Rental Rehabilitation Lien through the City's Rental Rehabilitation Program. The financing was in the form of a ten-year declining balance lien in the amount of $7,300; and WHEREAS, the terms of the lien are satisfied; and WHEREAS, it is the City of Iowa City's responsibility to release this lien. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA that the Mayor is authorized to sign and the City Clerk to attest the attached Release of Lien for recordation, whereby the City does release the property located at 229 South Summit Street, Iowa City, Iowa from the Rehabilitation Agreement, an Addendure to Real Estate Contract and the Rental Rehabilitation Lien recorded on June 9, 1992, Book 1383, Page 300 through Page 305 of the Johnson County Recorder's Office. Passed and approved this 27th day of November' ,20 0]. . Appmved by · ' ' d/A~A~'~/~ l/-/f,'-o It was moved by Champi on and seconded by 0'Donnel 1 the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Champion X Kanner X Lehman × O'Donnell × Pfab × Vanderhoef X Wilbum ppdrehab/ms/229ssumm~t.dcc Prepared by: Liz Osborne, CD Division. 410 E. Washington St., Iowa City, IA 52240 (319)356-5246 RELEASE OF LIEN The City of Iowa City does hereby release the property at 229 South Summit Street, Iowa City, Iowa, and legally described as follows: Beginning at the southeast corner of Out Lot 2 in Iowa City, Iowa, according to the recorded plat thereof, thence north 90 feet, thence west 90 feet, thence south 90 feet, thence east 91 feet to the place of beginning. from an obligation of the property owners, Ronald F. Johnson and Kay Radke-Johnson, to the City of Iowa City in the total amount of $7,300 represented by a Rehabilitation Agreement, an Addendum to Real Estate Contract and a Rental Rehabilitation Lien recorded on June 9, 1992, Book 1338, Page 300 through Page 305 of the Johnson County Recorder's Office. This obligation has been satisfied and the property is hereby released from any liens or clouds MAYOR Approved by STATE OF IOWA ) ) SS: JOHNSON COUNTY ) On this c~ ~ day of ~c~,j~_r~-,~3,o ,c- , A.D. 20 D) , before me, the undersigned, a Notary Public in and for said County, in said State, personally appeared Ernest W. Lehman and Marian K. Karr, to me personally known, who being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said corporation, and that the instrument was signed and sealed on behalf of the corporation by authority of its City Council, as contained in Resolution No. cl-2, G~', adopted by the City Council on the ~7 day zTr ~ern~ ~- ,20 ~ I and that the said Ernest W. Lehman and Marian K. Karr as such officers acknowledged the execution of said instrument to be the voluntary act. and deed of said corporation, by it and by them voluntarily executed. Prepared by: Liz Osborne, PCD, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5246 RESOLUTION NO. 01-369 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO A'FI'EST TO THE RELEASE OF LIEN REGARDING A MORTGAGE FOR THE PROPERTY LOCATED AT 629 RONALDS STREET, IOWA CITY, IOWA. WHEREAS, on April 1, 1997, the property owner of 629 Ronalds Street executed a Mortgage through the City's Downpayment Assistance Program. The Mortgage was in the form of a conditional occupancy loan in the amount of $3,000; and WHEREAS, the loan was paid off on November 12, 2001; and WHEREAS, it is the City of Iowa City's respbnsibility to release this lien. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: the Mayor is authorized to sign and the City Clerk to attest the attached Release of Lien for recordation, whereby the City does release the property located at 629 Ronalds Street, Iowa City, Iowa from the Mortgage recorded on April 4, 1997, Book 2248, Page 168 through Page 171 of the Johnson County Recorder's Office. Passed and approved this 27th day of November ,20 O1 Approved by City Attorney's Office It was moved by Champion and seconded by 0' Donnel 1 the Resolution be adopted, and upon roll cell there were: AYES: NAYS: ABSENT: X Champion ~( Kanner X . Lehman X O'Donnell X Pfab X Vanderhoef X Wilburn ppdrehab/res~629ronaldsdoc Prepared by: Liz Osborne, CD Division, 410 E. Washington St., Iowa City, IA 52240 (319)356-5246 RELEASE OF LIEN The City of Iowa City does hereby release the property at 629 Ronalds Street, Iowa City, Iowa, and legally described as follows: The West 37¼ feet of Lot 1, and the East 5 feet of Lot 2, in Block 31, in Iowa City, Iowa, according to the recorded plat thereof from an obligation of the property owner, Cory L. Raitt, to the City of Iowa City in the total amount of $3,000 represented by a Mortgage recorded on April 4, 1997, Book 2248, Page 168 through Page 171 of the Johnson County Recorders Office. This obligation has been satisfied and the property is hereby released from any liens or clouds upon title to the above property by reason of said prior recorded document. Approved by ATI'EST:CITY CLERK Ci~A~omey's Office STATE OF IOWA ) JOHNSON COUNTY ) Onthis ~7 dayof /',,~Dde~/~,-- ,A.D. 20 ot ,beforeme, theundersigned, a Notary Public in and for said County, in said State, personally appeared Ernest W. Lehman and Madan K. Karr, to me personally known, who being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said corporation, and that the instrument was signed and sealed on behalf of the corporation by authority of its City Council, as contained in Resolution No. bl-.~, adopted by the City Council on the ~-7 day ~-f' ~v~r ,20 o I and that the said Ernest W. Lehman and Marian K. Karr as such officers acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. Ppdrehab~29ror~alds-rel.doc Notary Public in and for Johnson County, Iowa o SONDRAE FORT Prepared by: Liz Osborne, PCD. 410 E. Washington St., Iowa City, IA 52240 (319) 356-5246 RESOLUTION NO. 01-370 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST TO THE RELEASE OF LIEN REGARDING A REHABILITATION AGREEMENT, A STATEMENT OF LIFE LIEN AND AN AMENDED STATEMENT OF LIFE LIEN FOR THE PROPERTY LOCATED AT 1822 H STREET, IOWA CITY, IOWA. WHEREAS, on June 20, 1991, the owners of 1822 H Street executed a Rehabilitation Agreement and a Statement of Life Lien for an amount of $3,200; and WHEREAS, on October 25, 1991, the owners executed an amended Statement of Life Lien for an amount of $2,905 WHEREAS, the loan was paid off on November 8, 2001; and WHEREAS, it is the City of Iowa City's responsibility to release this lien. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CiTY OF IOWA CITY, iOWA, THAT: the Mayor is authorized to sign and the City Clerk to attest the attached Release of Lien for recordation, whereby the City does release the property located at 1822 H Street, Iowa City, Iowa from the Rehabilitation Agreement and the Statement of Life Lien recorded on June 28, 1991, Book 1249, Page 172 through Page 178 and from the amended Statement of Life Lien recorded on October 25. 1991, Book 1291, Page 133 of the Johnson County Recorder's Office. Passed and approved this 27th day of November ,20 01 Approved by It was moved by Champi on and seconded by 0 ' Donne] ] the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: × Champion X Kanner X . Lehman X O'Donnell X Pfab X Vanderhoef X Wilbum ppdrehab/1822Hst,doc Prepared by: Liz Osborne, CD Division, 410 E. Washington St., Iowa City, IA 52240 (319)356-5246 RELEASE OF LIEN The City of Iowa City does hereby release the property at 1822 H Street, Iowa City, Iowa, and legally described as follows: Lot Nine (9) in Block Forty-three (43) in East Iowa City, Iowa, according to the recorded plat thereof from an obligation of the owners, Francis and Edna Goettle, to the City of Iowa City in the total amount of $3,200 represented by a Rehabilitation Agreement and a Statement of Life Lien recorded on June 28, 1991, Book 1249, Page 172 through Page 176 and from the amended Statement of Life Lien recorded on October 25, 1991, Book 1291, Page 133 of the Johnson County Recorders Office. This obligation has been satisfied and the property is hereby released from any liens or clouds upon title to the above property by reason of said prior recorded document. Appreved by Cl City Atto~n~y's Office STATE OF IOWA ) ) SS: JOHNSON COUNTY ) On this J-7 day of ~o,._~.-. J~ .- , A.D. 20 ~ ~ , before me, the undersigned, a Notary Public in and for said County, in said State, personally appeared Ernest W. Lehman and Marian K. Karr, to me personally known, who being by me duly sworn, did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said corporation, and that the instrument was signed and sealed on behalf of the corporation by authority of its City Council, as contained in Resolution No.oI--j~7~, adopted by the Cty Council on the L9-'7 , day ,= ~: A, bo~,.,.bc y. ,20 b ~ and that the said Ernest W. Lehman and Madan K. Karr as such officers acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. ppdrehab\1822Hst-rel.doc Notary Public in and for Johnson County, Iowa o ~ Commission Number 159791 Prepared by: Liz Osborne, PCD, 410 E. Washington St., iowa City, IA 52240 (319) 356-5246 RESOLUTION NO. 01-371 RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO A SUBORDINATION AGREEMENT BETWEEN THE CITY OF IOWA CITY AND HAWKEYE STATE BANK, IOWA CITY, IOWA, FOR PROPERTY LOCATED AT 1204 BROOKWOOD DRIVE, IOWA CITY, IOWA. WHEREAS, the City of Iowa City is the owner and holder of two Mortgages in the total amount of $33,507, executed by the owner of the property on August 23, 2001, and recorded on September 5, 2001, in Book 3128, Page 649 through Page 660, in the Johnson County Recorder's Office covering the following described real estate: Lot six (6) in Mark Twain South Addition to Iowa City, Iowa, according to the plat thereof recorded in Plat Book 6, page 70, Plat Records of Johnson County, Iowa. WHEREAS, Hawkeye State Bank, is financing a mortgage in the amount of $75,000 to the owner of 1204 Brookwood Drive and to secure the loan by a mortgage covering the real estate described above; and WHEREAS, it is necessary that the Mortgage held by the City be subordinated to the loan of Hawkeye State Bank secured by the proposed roodgage in order to induce Hawkeye State Bank, to make such a loan; and WHEREAS, Hawkeye State Bank has requested that the City execute the attached subordination agreement thereby making the City's lien subordinated the lien of said Mortgage with Hawkeye State Bank; and WHEREAS, there is sufficient value in the above described real estate to secure the City lien as a second lien, which is its current position. 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 Hawkeye State Bank, 16wa City, Iowa. Passed and approved this 27th day of November' ,20 01 . Appreved by CI City Attorneys Office Resolution No. 01-371 Page 2 It was moved by Champion and seconded by 0' Donnel 1 the Resolution be adopted, and upon roll call them were: AYES: NAYS: ABSENT: X . Champion ~ Kanner Lehman O'Donnell Pfab Vanderhoef Wilbum SUBORDINATION AGREEMENT THIS AGREEMENT is made by and between the City of Iowa City, herein the City, and HAWKEYE STATE BANK Of IOWA C I'TY , herein the Financial Institution. WHEREAS, the City is the owner and holder of a certain MORTGAGE which at this time is in the amount of $ 28.481.00/$5.026.00 and were executed by Mary Korrene Greenwald (herein the Owner), dated 08/23 , 2001 , recorded 09/05 2001, in Book 3128 Page 649 through , and dated 08/23 2001 , recorded 09/05 ,2001 , in Book 3128, ~>age 554 through , Johnson County Recorders Office, covering the following described real property: LOT ~IX (6) IN MARK TWAIN SOUTH ADDITION TO IOWA CITY, IOWA, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 6, PAGE 70, PLAT RECORDS OF JOHNSON COUNTY, IOWA. WHEREAS, the Financial Institution proposes to loan the sum of $ 75,000.00 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 MORTGAGE held by the City be subordinated to .the lien of the .mo~gage 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 Financial Institution. 2. Consideration. The City acknowledges receipt from the Financial Institution of One Hundred and Fifty Dollars ($150.00) and other good and valuable consideration for its act of subordination herein. SUBORDINATION AGREEMENT Page 3 STATE OF IOWA ) ) SS: JOHNSON COUNTY ) On this 13th day of November , A.D. 20 O1 , before me, the undersigned. a Notary Public in and for the State of Iowa. personally appeared Keith A. Kurth and Jill Ferguson , to me personally known, who being by me duly sworn, did say that they are the Sr. vice President and Vice President , respectively, of said corporation executing the within and foregoing instrument to which this is attached, that said instrument was signe~q~j~on behalf of said corporation by authority of its Board of Directors; and that the said Ke i th A. Kurth and Jill Ferquson as such officers acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed. · , Comm~sslo Nu nber 708270 ' ~co,,1,.~.2~;:~.~,-,~2200. Not 'ry Public in and for wa Jana S. Moseley plxle:lbg~sulxdntnagt,doc SUBORDINATION AGREEMENT Page 2 3. Senior Mortgage. The mortgage in favor of the Financial Institution is hereby acknowledged as a lien supedor to the MORTGAGE of the City. 4. Binding Effect. This agreement shall be binding upon and inure to the benefit of the respective heirs, legal representatives. successors, and assigns of the parties hereto. Dated this c~7 day of .NOVEMBER ,2001 Mayor' e~idth A. Kurth, Sr. Vzc President Attest: , Vice President CITY'S ACKNOWLEDGEMENT STATE OF IOWA ) ) SS: JOHNSON COUNTY ) On this _2'7 day of ,A]o~e,~R~r . 20 o i , before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared ~rn~,s~c ~j. ~=~K,-nc~R. and Marian K. Karr, to me personally known, and, who, being by me duly swom, did say that they are tile 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 donrained in (erdinaf'~e-) (Resolutior0 No. b / - 371, passed (the Resolution adopted) by the City Council, under Roll Call No. of the City Council on the ~37 day of /k~ue',~e_r 20 ~t and that "F_~ne.c:-(- LtJ. L~-f~mo.n and Madan K. Karr acknowledged 'the ex'ecution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed. Notary Public in and for the State of Iowa 8ONDRAE FORT [ Commission Number 159791 Council Member Champi on then introduced the following Resolution entitled "RESOLUTION FIXING DATE FOR A MEETING ON THE PROPOSAL TO ENTER INTO A REVISED DEVELOPMENT AGREEMENT WITH SEABURY & SMITH, INC. AND SOUTHGATE DEVELOPMENT COMPANY, INC., AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF", and moved that the same be adopted. Council Member 0'Donne] l seconded the motion to adopt. The roll was called and the vote was, AYES: Champion, Kanner, Lehman, 0'Donnell, Pfab, Vanderhoef, Wilburn NAYS: None Whereupon, the Mayor declared the resolution duly adopted as follows: Resolution No. 01-372 RESOLUTION FIXING DATE FOR A MEETING ON THE PROPOSAL TO ENTER INTO A REVISED DEVELOPMENT AGREEMENT WITH SEABURY & SMITH, INC. AND SOUTHGATE DEVELOPMENT COMPANY, INC., AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF WHEREAS, by Resolution No. 01-322 approved and adopted on October 8, 2001, the City Council has approved the form of a proposed Development Agreement (the "Agreement") by and between the City and Seabury & Smith, Inc. and Southgate Development Company, Inc. (the "Developer"), pursuant to which, among other things, the Developer would agree to construct certain Minimum Improvements (as defined in the Agreement) on certain real property located within the Northgate Corporate Park Urban Renewal Area as defined and legally described in the Agreement and consisting of the construction of a new office building of at least 46,000 square feet, together with related site preparation, utilities, landscaping and signage, as outlined ir~ the proposed Development Agreement; and WHEREAS, the Agreement further proposes that the City make economic development grants up to an aggregate total amount not to exceed $781,200, under the -2- terms and following satisfaction of the conditions set forth in the Agreement; and WHEREAS, Iowa Code Chapters 15A and 403 (the "Urban Renewal Law") and 15A authorize cities to make grants for economic development in furtherance of the objectives of an urban renewal project and to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of said Chapter, and to levy taxes and assessments for such purposes; and WHEREAS, the Council, by Resolution No. 01-322, has determined that the Agreement is in the best interests of the City and the residents thereof and that the performance by the City of its obligations thereunder is a public undertaking and purpose and in furtherance of the Plan and the Urban Renewal Law and, further, that the Agreement and the City's performance thereunder is in furtherance of appropriate economic development activities and objectives of the City within the meaning of Chapters 403 and 15A of the Iowa Code, taking into account the factors set forth therein; and WHEREAS, before execution by either party, the City and Developer desire to amend the form of Agreement as it relates to insurance requirements and the Developer's obligation to reconstruct the Minimum Improvements if destroyed by a non-insurable event. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA: Section 1. That this Council meet in the Emma J. Harvat Hall, Civic Center, Iowa City, Iowa, at 7: o0 o'clock P.M., on the 11 th day of December, 200 I, for the purpose of taking action on the matter of the proposal to enter into a Revised Development Agreement with Seabury & Smith, Inc. and Southgate Development Company, Inc. Section 2. That the Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a legal newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four (4) clear days nor more than twenty (20) days before the date of said public meeting. Section 3. The notice of the proposed action shall be in substantially the following form: -3- NOTICE OF MEETING OF THE COUNCIL OF THE CITY OF IOWA CITY, IOWA, ON THE MATTER OF THE PROPOSAL TO ENTER INTO A REVISED DEVELOPMENT AGREEMENT WITH SEABURY & SMITH, INC. AND SOUTHGATE DEVELOPMENT COMPANY, INC., AND THE HEARING THEREON PUBLIC NOTICE is hereby given that the Council of the City of Iowa City, Iowa, will hold a public hearing on the 11th day of December, 2001, at 7:00 &clock P.M., in the Emma J. Harvat Hail, Civic Center, Iowa City, Iowa, at which meeting the Council proposes to take additional action on the proposal to enter into a Revised Development Agreement (the "Agreement") with Seabury & Smith, Inc. and Southgate Development Company, Inc. (the "Developer"). The Agreement would obligate the Developer to construct certain Minimum Improvements (as defined in the Agreement) on certain real property located within the Northgate Corporate Park Urban Renewal Project Area as defined and legally described in the Development Agreement, consisting of the construction of a new office building of at least 46,000 square feet, together with related site preparation, utilities, landscaping and signage, under the terms and following satisfaction of the conditions set forth in the Agreement. The Revised Agreement differs from the Agreement approved on October 8, 2001, as it relates to insurance and reconstruction of the Minimum Improvements if they are destroyed by a non- insurable event. A copy of the Agreement is on file for public inspection during regular business hours in the office of the City Clerk, City Hall, Iowa City, Iowa. At the above meeting the Council shall receive oral or written objections from any resident or property owner of said City, to the proposal to enter into the Agreement with the Developer.. After all objections have been received and considered, the Council will at this meeting or at any adjournment thereof, take additional action on the proposal or will abandon the proposal to authorize said Agreement. This notice is given by order of the Council of Iowa City, Iowa, as provided by Section 364.6 of the City Code of Iowa. Dated this 27th day of November, 2001. Marjan K. Karr City Clerk of Iowa City, Iowa (End of Notice) NOTICE OF MEETING OF THE COUNCIL OF THE CITY OF IOWA CITY, IOW.,A, ON THE MATTER OF THE PROPOSAL TO ENTER INTO A REVISED DEVELOPMENT ~GREEMENT WITH SEABURY & SMITH, INC. AND SOUTHGATE DEVELOPMENT COMPANY, INC., AND THE HEARING THEREON \ PUBLIC NOTICE is hereby given that the Council of the City of Io)~(a City, Iowa, will hold a pubh~'e+earing on the 11t~ day of December, 2001, at in the Emma J. Harvat Hal~,Civic Center, Iowa City, Iowa, at which meeting ~ additional action on th~p~7oposal to enter into a Revised Development A "Agreement") with Seabury & Smith,~.~c. and Southgate The Agreemen~,ould obli (as defined in the Agreem~mt) on certain real Urban Renewal Project AreXas deftned and legally in the Development Agreement, consisting ,000 square feet, together with related site under the terms and following satisfaction of the conditions set forth in the Agreement approved on October 8, 2001, as to and reconstruction of the Minimum Improvements if they arc destroyed event. A copy of the Agreement is on file for office of the City Clerk, City Hall, At the above meeting the Counci or written objections from any resident or property After all objections have been received considered, the will at this meeting or at any adjoumment thereof, the proposal to authorize said Agreement. This notice is given by as provided by Section 364.6 of the City Code of Iowa. Dated this __ day of ,2001. City Clerk of Iowa City, Iowa of Notme) (End ' -4- PASSED AND APPROVED this 27~ day of November, 200 I. ayor ATTEST: Clerl~ -5- City of Iowa City MEMORANDUM Date:November 21, 2001 To: City Council From: Sarah E. Holecek, First Assistant City Attorney~;~ Re: Proposed Changes to the Seabury & Smith/Southgate Development Agreement for Private Development On your consent calendar as item 3(e) is a Resolution Fixing the Date for a Public Hearing (December 11, 2001) on the Proposal to Amend the Development Agreement with Seabury & Smith, Inc. and Southgate Development Company Inc.. As indicated by the comment, since the City Council's approval of the Agreement on October 8, 2001, Seabury & Smith has requested that the Council amend Section 5.1 of the Agreement regarding Insurance Requirements. Specifically, the request is that the City change Section 5.1 by deleting subparagraph (d) and changing (c) from "causing such damage..." to instead provide as follows: "causing such damage to the extent Net Proceeds of insurance are available, or would have been available if Seabury or the Developer had met their obligations to insure as set forth above." Additionally, Seabury and Southgate have requested the addition of a clause making their obligations to build the facility under the agreement null and void should they fail to negotiate a lease of the subject property in the next six months. I have included pages from the former, approved agreement and those pages including the proposed revisions for comparison purposes. Regarding the changes to Section 5.1, as you may know, Seabury & Smith had offices housed in the World Trade Center on September 11, 2001 and was a victim of those terrorist attacks. Terrorist acts are generally not insurable casualties in the insurance industry. Thus, in the wake of their experience, Seabury is requesting that the Agreement be amended to remove the unconditional obligation to rebuild the structure in the event of destruction and provide that the structure shall be rebuilt only in the event of destruction as the result of an insurable casualty. The decision whether to make these amendments is essentially a 'business decision' by the Council considering its goals of tax-base growth and job creation, as there is no legal requirement that the structure be rebuilt on an unconditional basis under the Urban Renewal Plan or Urban Renewal Act. As for the addition of section 12.9, "Contingency", Seabury and Southgate have yet to formalize a lease of the subject property. However, the Agreement for Private Redevelopment with the City contains obligations for construction on the subject property. However, each entity did not want to have the obligations under the City's Development agreement outstanding if they could not reach an agreement on the lease. Thus, Seabury and Southgate have requested the addition of Section 12.9, which makes the agreement null and void should they fail to execute a lease within 6 months. Cc: David Schoon Karin Franklin Eleanor M Dilkes Steve Atkins sarah\ecodev~seabury and smith amendments explanation.doc (ii) Comprehensive general public liability insurance, including personal injury liability for injuries to persons and/or property, including any injuries resulting from the operation of automobiles or other motorized vehicles on or about the Development Property, in the minimum amount for each occurrence and for each year of $1,000,000. (iii) Such other insurance, including worker's compensation insurance respecting all employees of Seabury, in such amount as is customarily carded by like organizations engaged in like activities of comparable size and liability exposure; provided that Seabury may be self-insured with respect to all or any part of its liability for worker's compensation. (b) All insurance required by this Article V to be provided prior to the Termination Date shall be taken out and maintained in responsible insurance companies selected by Seabury or the Developer which are authorized under the laws of the State to assume the risks covered thereby. Seabury or the Developer will deposit annually with the City copies of a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to Seabury or the Developer and the City at least ten (10) days before the cancellation or modification becomes effective. Not less than five (5) days prior to the expiration of any policy, Seabury or the Developer shall furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, Seabury or the Developer may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Seabury or the Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount ofcoverage in force upon the Minimum Improvements. (c) Seabury or the Developer agree to notify the City immediately in the case of damage exceeding $25,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net Proceeds of any such insurance shall be paid directly to Seabury or the Developer, and Seabury or the Developer will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Seabury or the Developer will apply the Net Proceeds of -9- any insurance relating to such damage received by Seabury or the Developer to the payment or reimbursement of the costs thereof. (d) Seabury or the Developer shall complete the repair, reconstruction and restoration of the Minimum Improvements, whether or not the Net Proceeds of insurance received by Seabury or the Developer for such purposes are sufficient. ARTICLE VI. ADDITIONAL COVENANTS OF THE DEVELOPER AND/OR SEABURY_ Section 6.1. Maintenance of Properties. Seabury and/or the Developer, as provided under the lease from Developer to Seabury, will maintain, preserve and keep the Development Property and Minimum Improvements, in good repair and working order, ordinary wear and tear accepted, and from time to time will make all necessary repairs, replacements, renewals and additions. Section 6.2. Maintenance of Records. Seabury will keep at all times proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Seabury relating to the Development Property and Minimum Improvements, in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Seabury will provide reasonable protection against loss or damage to such books of record and account. Section 6.3. Compliance with Laws. Seabury will comply with all laws, rules and regulations relating to operating the Minimum Improvements, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Seabury. Section 6.4. Non-Discrimination. In operating the Minimum Improvements, Seabury shall not discriminate against any applicant, employee or tenant because of age, color, creed, disability, gender identity, marital status, national origin, race, religion, sex or sexual orientation. Seabury shall ensure that applicants, employees and tenants are considered and are treated without regard to their age, color, creed, disability, gender . identity, marital status, national origin, race, religion, sex or sexual orientation. (ii) Comprehensive general public liability insurance, including personal injury liability for injuries to persons and/or property, including any injuries resulting from the operation of automobiles or other motorized vehicles on or about the Development Property, in the minimum amount for each occurrence and for each year of $ 1,000,000. (iii) Such other insurance, including worker's compensation insurance respecting all employees of Seabury, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that Seabury may be self-insured with respect to all or any part of its liability for worker's compensation. (b) All insurance required by this Article V to be provided prior to the Termination Date shall be taken out and maintained in responsible insurance companies selected by Seabury or the Developer which are authorized under the laws of the State to assume the risks covered thereby. Seabury or the Developer will deposit annually with the City copies of a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to Seabury or the Developer and the City at least ten (10) days before the cancellation or modification becomes effective. Not less than five (5) days prior to the expiration of any policy, Seabury or the Developer shall furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, Seabury or the Developer may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Seabury or the Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (c) Seabury or the Developer agree to notify the City immediately in the case of damage exceeding $25,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net Proceeds of any such insurance shall be paid directly to Seabury or the Developer, and Seabury or the Developer will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage to the extent Net Proceeds of insurance are available, or would have been available if Seabury or the Developer had met their obligations to insure as set forth above. Section 12.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 12.5. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Iowa. Section 12.6. Entire A~reement. This Agreement and the exhibits hereto reflect the entire agreement between the parties regarding the subject matter hereof, and supersedes and replaces all prior agreements, negotiations or discussions, whether oral or written. This Agreement may not be amended except by a subsequent writing signed by all parties hereto. Section 12.7. Successors and Assigns. This Agreement is intended to and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Section 12.8. Termination Date. This Agreement shall terminate and be of no further force or effect on and after December 31, 2014. Section 12.9. Contingency. This Agreement is subject to and conditioned upon Seabury and Developer entering into a mutually acceptable lease agreement wherein Developer leases to Seabury the Development property and Minimum Improvements for a term of at least ten (10) years. If Seabury and the Developer do not enter into such a lease within six (6) months after the execution of this Agreement by all parties, then either Seabury or Developer may terminate this Agreement and declare it null and void by giving written notice to the other parties. Upon entering into a lease, Developer and/or Seabury shall provide the City with a copy of the signed lease, signed memorandum of lease or other satisfactory evidence that this contingency has been satisfied or waived. IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk, the Developer has caused this Agreement to be duly executed in its name and behalf by its President and Secretary, all on or as of the day first above written. (SEAL) CiTY OF IOWA CITY, IOWA -24- 1 t-27-01 RESOLUTION NO. 01-373 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF VARIABLE RATE DEMAND REVENUE BONDS (ACT, INC.) SERIES 2001 1N AN AGGREGATE PRINCIPAL AMOUNT OF $40,000,000; THE EXECUTION AND DELIVERY OF A TRUST INDENTURE TO SECURE SAID BONDS; THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN SAID CITY AND ACT, INC. PROVIDING FOR THE REPAYMENT OF THE LOAN PROCEEDS OF SAID BONDS AND THE SECURING OF SAID REPAYMENT OBLIGATION; THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT RELATING TO THE SALE OF SAID BONDS; AND RELATED MATTERS WHEREAS, the City of Iowa City, Iowa (the "Issuer") is a municipal corporation organized and existing under the Constitution and laws of the State of Iowa, and is authorized and empowered by Chapter 419 of the Code of Iowa (the "Act"), to issue revenue bonds and loan the proceeds from the sale of sgid bonds to one or more parties to be used to defray all or a portion of the cost of acquiring, constructing, improving and equipping a "project", as that term is defined in the Act, including land, buildings and improvements suitable for use as a facility for an organization described in Section 501 (c)(3) of the Internal Revenue Code which is exempt from federal income tax under Section 50 1 (a) of the Internal Revenue Code (a "Tax Exempt Organization"); and WHEREAS, the Issuer has been requested by ACT, Inc. (the "Bozrower"), an Iowa nonprofit corporation which is a Tax Exempt Organization, to authorize and issue its Variable Rate Demand Revenue Bonds pursuant to the provisions of the Act for the purpose of financing and refinancing costs of(i) constructing and equipping additional research-service facilities at the Borrower's existing complex at the southeast comer of the 1-80 and Highway 1 interchange in Iowa City, Iowa and related site development (the "Project") and (ii) paying related costs, including costs of issuance of the Bonds; and WHEREAS, a notice of hearing on the proposal to issue not to exceed $40,000,000 aggregate principal amount of Variable Rate Demand Revenue Bonds (ACT, Inc.) Series 2001, of the Issuer was published as required by law; and WHEREAS, a public hearing was held on October 23,2001 at the time and place as specified in said notice of hearing and any and all objections or other comments relatin. g to such bonds have been heard; and WHEREAS, the Issuer has determined to proceed with the issuance of $40,000,000 aggregate principal amount of Variable Rate Demand Revenue Bonds (ACT, Inc.) Series 2001 (the "Bonds") to finance the Project; and WHEREAS, the Bonds are to be issued pursuant to the provisions of a Trust Indenture (the -3- "Indenture"), between the Issuer and Bankers Trust Company, N.A., a trustee for the Bondholders (the "Trustee"); and WHEREAS, the Issuer will loan the proceeds of the Bonds to the Borrower pursuant to the provisions of a Loan Agreement (the "Agreement") between the Issuer and the Borrower, and the Borrower's obligation under the Agreement will be sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds as and when the same shall be due and payable; and WHEREAS, the Borrower has arranged for U.S. Bancorp Piper Jaffray Inc. (the "Underwriter") to purchase the Bonds pursuant to a Bond Purchase Agreement between the Issuer, the Borrower and the Underwriter (the "Bond Purchase Agreement"). NOW, THEREFORE, Be It Resolved by the City Council of the Issuer as follows: Section 1. In order to provide for the financing of the Project, the Bonds are hereby authorized and ordered to be issued pursuant to the Trust Indenture to be dated as of December 1, 2001 (the "Itsdenture") by and between the Issuer and the Trustee, in substantially the form as has been presented to this Council and containing substantially the terms and provisions set forth therein, with such changes therein as shall be approved by the officers of the Issuer executing the Bonds, and the forms, terms and provisions of the Bonds and the Indenture are hereby approved, and the Mayor or Mayor Pro Tern and the City Clerk or Deputy City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Indenture, and the Mayor or Mayor Pro Tem and the City Clerk or Deputy City Clerk are further authorized and directed to execute, attest, seal and deliver the Bonds as provided in the Indenture, including the use of facsimile signatures as therein provided; the Bonds shall be in an aggregate principal amount of $40,000,000, shall initially bear interest at a variable interest rate, shall be sold at such prices, shall mature on the dates and in the mounts and shall be subject to redemption on such dates and in such amounts as provided in the Indenture. The execution and delivery by the Mayor or Mayor Pro Tem and City Clerk or Deputy City Clerk of the Indenture on behalf of the Issuer shall constitute approval by the Issuer of such interest rates, aggregate principal amount, and provisions thereof. Section 2. The Issuer will loan the proceeds of the Bonds to the Borrower to provide for the financing of the Project pursuant to the Loan Agreement to be dated as of December 1,2001 (the "Agreement"), by and between the Issuer and the Borrower, in substantially the form as has been presented to this Council and containing substantially the terms and provisions set forth therein, and the form, terms and provisions of the Agreement are hereby approved, and the Mayor or Mayor Pro Tem and the City Clerk or Deputy City Clerk are hereby authorized and direrted to execute, attest, seal and deliver the Agreement. Section 3. The sale of the Bonds to the Underwriter pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement"), by and among the Issuer, the Borrower and the Underwriter in substantially the form as has been presented to this Council and containing substantially the terms and provisions set forth therein, but with such changes therein as shall be approved by the officers executing the Bond Purchase Agreement on behalf of the Issuer, is hereby authorized and approved and the form, terms and provisions of the Bond Pumhase Agreement are hereby approved, and the execution and delivery of the Bond Purchase Agreement by the Mayor or Mayor Pro Tem is hereby authorized and approved. Section 4. The Tax Certificate and Agreement (the "Tax Certificate") of the Issuer in substantially the form as has been presented to this Council and containing substantially the terms and provisions set forth therein, but with such changes therein as shall be approved by the officers executing the Tax Certificate on behalf of the Issuer, is hereby authorized and approved and the form, terms and provisions of the Tax Certificate are hereby approved, and the execution and delivery of the Tax Certificate by the Mayor or Mayor Pro Tem is hereby authorized and approved. Section 5. The use by the Underwriter of the Preliminary Official Statement and the final Official Statement, with such changes and additions as are necessary to reflect the final terms of the transaction (together the "Official Statement") in connection with the purchase of the Bonds is hereby authorized and approved; provided such authorization and approval shall not be deemed to include auttkorization and approval of information contained in the Official Statement other than information describing the Issuer, but nothing contained in this Resolution shall be construed as prohibiting or limiting the Underwriter and the Borrower from including such information as they deem appropriate. The Preliminary Official Statement as of its date is deemed final by the Issuer within the meaning of Rule 15c2-12(b)(1 ) of the Securities and Exchange Commission. Section 6. The Bonds and interest and premium, if any, thereon shall never constitute the debt or indebtedness of the Issuer within the meaning of any constitutional or statutory provision or limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers, but the Bonds and interest and premium, if any, thereon shall be payable solely and only from the revenues derived from the Agreement and the debt obligations of the Borrower thereunder; and no part of the cost of financing the Project will be payable out of the general funds or other contributions of the Issuer except the proceeds of the Bonds and any subsequent issues of bonds permitted under the Agreement and the Indenture. Section 7. The amount necessary in each year to pay the principal of, premium, if any, and interest on the Bonds is set forth in the Agreement and the debt obligations of the Borrower thereunder insures that the Borrower is obligated to pay amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds and the payment of such amounts by the Borrower to the Trustee pursuant to the Agreement is hereby authorized, approved and confi,nned. Section 8. The Mayor or Mayor Pro Tem and the City Clerk or Deputy City Clerk are hereby authorized and directed to execute, attest, seal and deliver any and all documents and do any and all things deemed necessary to effect the issuance and sale of the Bonds and the execution and delivery of the Agreement, the Indenture, the Tax Certificate and the Bond Purchase Agreement, and -5- to carry out the intent and purposes of this Resolution, including the preamble hereto; and the execution by the Mayor or Mayor Pro Tern and, if required, the City Clerk or Deputy City Clerk, of the Bonds, the Indenture? the Agreement, the Tax Certificate and the Bond Purchase Agreement shall constitute conclusive evidence of their approval and this City Council's approval thereof and of any and all changes, modifications, additions or deletions therein from the respective forms thereof now before this meeting. Section 9. The provisions of this Resolution are hereby declared to be separable and if any action, phrase or provisions shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 10. This Resolution shall become effective immediately upon its passage and approval. Passed this 27th day of November, 2001. , City of Iowa City, Iowa (SEAL) ~, Mayo~rj__~ ATTEST: Marian K. Karr, City Clerk -6- I i -27-0'1 13C AY]~S: O'Donnell, Pfah, Vanrl~rhOof~ Wilburn, Champion, Kanner. Lehman NAYS: None Whereupon the Mayor declared the following Resolution duly adopted: Resolution No. 01-374 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $10,280,000 SEWER REVENUE BONDS, SERIES 2001, Or THE CITY OF IOWA CITY, IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA, AND PROVIDING FOR A METHOD OF PAYMENT Or SAID BONDS WHEREAS, the City Council of the City of Iowa City, Iowa, sometimes hereinafier 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 Sanitary Sewer Utility, sometimes hereinafter referred to as the "System", and said revenues have not been pledged and are available for the payment of Revenue Bonds, subject to the following premises; and WHEREAS, Issuer proposes to issue its Revenue Bonds to the extent of $10,250,000 for the purpose of defraying the costs of the project as set forth in Section 3 of this Resolution; and WHEREAS, there have been heretofore issued Sewer Revenue Bonds, part of which remain outstanding and are a lien on the Net Revenues of the System. In the Resolutions authorizing the issuance of the outstanding bonds it is provided that additional Revenue Bonds may be issued on a parity with the outstanding bonds, for the costs of future improvements and extensions to the System, 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 said parity bonds; and -3- WHEREAS, a statement of Deloitte & Touche, independent public accountants not in the regular employ of Issuer, shall be placed on file in the office of the Clerk, showing the conditions and limitations of said Resolutions, dated January 19, 1993, April 9, 1996, June 3, 1997, February 9, 1999 and September 19, 2000 authorizing the issuance of the Outstanding Bonds, with regard to the sufficiency of the revenues of the System to permit the issuance of additional Revenue Bonds ranking on a parity with the outstanding bonds to have been met and satisfied as required; and WHEREAS, the notice of intention of Issuer to take action for the issuance of $10,250,000 Sewer Revenue Bonds has heretofore been duly published and no objections to such proposed action have been filed: 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 with or without capitalization shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: "Additional Bonds" shall mean any sewer revenue bonds or notes issued on a parity with the Bonds in accordance with the provisions of this Resolution. "Authorized Denominations" shall mean $5,000 or any integral multiple thereof. "Beneficial Owner" shall mean the person in whose name such Bond is recorded as the beneficial owner of a Bond by a Participant on the records of such Participant or such person's subrogee. "Bonds" shall mean $10,250,000 Sewer Revenue Bonds, authorized to be issued by this Resolution. "Cede & Co." shall mean Cede & Co., the nomine~ of DTC, and any successor nominee of DTC with respect to the Bonds. "Clerk" shall mean the City Clerk or such other office~ of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. -4- "Continuing Disclosure Certificate" shall mean that c~rtain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Depository Bonds" shall mean the Bonds as issued in the form of one global certificate for each maturity, registered in the Registration Books maintained by the Registrar in the name of DTC or its nominee. "DTC" shall mean The Depository Trust Company, New York, New York, a limited purpose trust company, or any successor book-entry securities depository appointed for the Bonds. "Fiscal Year" shall mean the twelve-month period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive twelve-month period adopted by the Goveming 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, Iowa. "Net Revenues" shall mean gross earnings of the System after deduction of current expenses; "Current Expenses" shall mean and include the reasonable and necessary cost of operating, maintaining, repairing and insuring the System, including purchases at wholesale, if any, salaries, wages, and costs of materials and supplies but excluding depreciation and principal of and interest on the Bonds and any Parity Bonds or payments to the various funds established herein; capital costs, depreciation and interest or principal payments are not System expenses. -5- I. "Original Purchaser" shall mean the purchaser of the Bonds from Issuer at the time of their original issuance. "Outstanding Bonds" shall mean the Sewer Revenue Bonds dated January 15, 1993, March 15, 1996, June 1, 1997, February 1, 1999 and October 1, 2000, issued in accordance with Resolution No. 93-17, adopted January 19, 1993, Resolution No. 96-89 adopted April 9, 1996, Resolution No. 97-181 adopted June 3, 1997, Resolution No. 99-45 adopted February 9, 1999 and Resolution No. 00-320 adopted September 19, 2000; $27,495,000, $16,550,000, $9,675,000, $6,530,000 and $t 1,650,000, of which bonds are still outstanding and unpaid and remain a lien on the Net Revenues of the System. "Parity Bonds" shall mean sewer revenue bonds or notes payable solely from the Net Revenues of the System on an equal basis with the Bonds herein authorized to be issued, and shall include Additional Bonds as authorized to be issued under the terms of this Resolution and the Outstanding Bonds. "Participants" shall mean those broker-dealers, banks and other financial institutions for which DTC holds Bonds as securities depository. "Paying Agent" shall mean 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 Bonds as the same shall become due. "Permitted Investments" shall mean: · direct obligations of (including obligations issued or held in book entry form on the books of') the Department of the Treasury of the United States of America; · cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in the above paragraph); · obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: -6- - Export - Import Bank - Farm Credit System Financial Assistance Corporation - USDA - Rural Development - General Services Administration - U.S. Maritime Administration - Small Business Administration - Government National Mortgage Association (GNMA) - U.S. Department of Housing & Urban Development (PHA's) - Federal Housing Administration · repurchase agreements whose underlying collateral consists of the investments set out above if the Issuer takes delivery of the collateral either directly or through an authorized custodian. Repurchase agreements do not include reverse repurchase agreements; · 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-l" or "A-l+" by S&P or "P-l" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); · commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270 days after the date of purchase; · investments in a money market fund rated' "AAAm" or "AAAm-G" or better by S&P; · pre-refunded municipal obligations, defined as any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which -7- 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 Co)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or direct obligations of the Department of the Treasury of the United States of America, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate; and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; · tax exempt bonds as defined and permitted by section 148 of the Internal Revenue Code and applicable regulations and only if rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; · an investment contract rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa; and · Iowa Public Agency Investment Trust. "Project Fund" or "Construction Account" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. "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 Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds. -8- "Representation Letter" shall mean the Blanket Issuer Letter of Representations executed and delivered by the Issuer to DTC. "Reserve Fund Requirement" shall mean an amount equal to the lesser of (a) the maximum annual amount of the principal and interest coming due on the Bonds and Parity Bonds; (b) 10% of the stated principal amount of the Bonds and Parity Bonds or (c) 125% of the average annual principal and interest coming due on the Bonds and Parity Bonds. For purposes of this definition: (1) "issue price" shall be substituted for "stated principal amount" for issues with original issue discount or original issue premium of more than a de minimus amount and (2) stated principal amount shall not include any portion of an issue refunded or advance refunded by a subsequent issue. "System" shall mean the Municipal Sanitary Sewer Utility of the Issuer and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a part of the System, including all improvements and extensions made by Issuer while any of the Bonds or Parity Bonds remain outstanding; all real and personal property; and all appurtenances, contracts, leases, franchises and other intangibles. "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds. "Treasurer" shall mean the City Treasurer or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. "Yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Bonds under section 148(a) of the Internal Revenue Code or regulations issued thereunder. Section 2. Authority. The Bonds authorized by this Resolution shall be issued pursuant to Division V, Chapter 384 of the City Code of Iowa, and in ct~mpliance with all applicable provisions of the Constitution and laws of the State of Iowa. Section 3. Authorization and Purpose. There are hereby authorized to be issued, negotiable, serial, fully registered Revenue Bonds of Iowa City, in the County of Johnson State of lowa, Series 2001, in the aggregate amount of $10,250,000 for the purpose of paying costs of extending, improving and equipping the sanitary sewer utility of the City. -9- Section 4. Source of Payment. The Bonds herein authorized and Parity Bonds and the interest thereon shall be payable solely and only out of the net eamings of the System and shall be a first lien on the future Net Revenues of the System. The Bonds shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by reason of the failure of the said Net Revenues to be sufficient for the payment of the Bonds. Section 5. Bond Details. Sewer Revenue Bonds of the City in the amount of $10,250,000 shall be issued pursuant to the provisions of Section 384.83 of the City Code of Iowa for the aforesaid purpose. The Bonds shall be designated "SEWER REVENUE BOND, SERIES 2001", be dated December 1, 2001, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, said interest payable on July 1, 2002 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 officeofthePayingAgentbymailingofachecktotheregisteredowneroftheBond. The Bonds shall be in the denomination of $5,000 or multiples thereof. Said Bonds shall mature and bear interest as follows: Interest Principal Maturity Rate Amount July 1 st 4.500% $1,075,000 2013 4.500% $1,130,000 2014 4.500% $1,180,000 2015 4.550% $1,240,000 2016 4.625% $1,300,000 2017 4.750% $1,370,000 2018 4.800% $1,440,000 2019 5.000% $1,515,000 2020 Section 6. Redemption. Bonds maturing after July 1, 2010, may be called for redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. -10- Thirty days' notice of redemption shall be given by ordinary mail to the registered owner of the Bond. Failure to give such notice by mail to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. Section 7. Issuance of Bonds in Book-Entry Form: Replacement Bonds. (a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in the Authorized Denominations, the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid, said principal amount less the prepaid amount); and such Depository Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Payment of semi-annual interest for any Depository Bond shall be made by wire transfer or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated in or pursuant to the Representation Letter. (b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent shall have any responsibility or obligation to any Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or of any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any notice with respect to the Bonds, (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of any amount with respect to the principal of, premium, i,fany, or interest on the Bonds, or (iv) the failure of DTC to provide any information or notification on behalf of any Participant or Beneficial Owner. The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its nominee to be, the absolute owner of each Bond for the purpose of payment of the principal of, premium, if any, and interest on such Bond, for the purpose of all other matters with respect to such Bond, for the purpose of registering transfers with respect to o11- such Bonds, and for all other purposes whatsoever (except for the giving of certain Bondholder consents, in accordance with the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the Bondholders as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on the Bonds to the extent so paid. Notwithstanding the provisions of this Resolution to the contrary (including without limitation those provisions relating to the surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as long as the Bonds are Depository Bonds, full effect shall be given to the Representation Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith. (c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Bonds are no longer eligible for its depository services or (iii) a determination by the Paying Agent that DTC has resigned or discontinued its services for the Bonds, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository Bonds for replacement Bonds in Authorized Denominations. (d) If the Issuer determines to provide for the exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall so notify the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated Bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and provide for such exchange, and to the extent that the Beneficial Owners are designated as the transferee by the owners, the Bonds will be delivered in appropriate form, content and Authorized Denominations to the Beneficial Owners, as their interests appear. (e) Any substitute depository shall be designated in writing by the Issuer to the Paying Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as mended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book eatries made on records of the depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in accordance with and as such interests may appear with respect to such book entries. -12- Section 8. Registration of Bonds: Appointment of Registrar: Transfer: Ownership: Delivery: and Cancellation. (a) Registration. The ownership of Bonds may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Bonds, and in no other way. The City Controller is hereby appointed as Bond Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. (b) Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. (c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. (d) Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and -13- interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. (e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be fumished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. (f) Non-Presentment of Bonds. In the event any payment check representing payment of principal of or interest on the Bonds is retumed to the Paying Agent or if any bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such ~mds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such ~mds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. Section 9. Reissuance of Mutilated. Destroyed. Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and mount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Bond to the Paying Agent. Section 11. Execution. Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Original Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. 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 Bondholder. -15- Section 13. Form of Bond. Bonds shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (1) I (2) I (3) II (4) I (5) I (9) (ga) (10) Continued on the back of this Bond) I (11)(12)(13) I I (14) I I (15) I FIGURE1 (Front) -16- 0o) (Continued) FIGURE 2 (Back) -17- The text of the Bonds to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1 = "STATE OF IOWA" "COUNTY OF JOHNSON" "CITY OF IOWA CITY" "SEWER REVENUE BOND" "SERIES 2001" Item 2, figure 1= Rate: Item 3, figure 1= Maturity: Item 4, figure 1= Bond Date: December 1, 2001 Item 5, figure 1= Cusip No.: Item 6, figure 1= "Registered" Item 7, figure 1= Certificate No. Item 8, figure 1= Principal Amount: $ Item 9, figure 1 = The City of Iowa City, Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns, the principal sum of(principal amount written out) THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the City Controller, Paying Agent of this issue, or its successor, with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on July 1, 2002, and semiannually thereafter on the 1st day of January and July in each year. Interest and principal shall be paid to the registered holder of the, Bond as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This Bond is issued pursuant to the provisions of Section 384.83 of the City Code of Iowa, as amended, for the purpose of paying costs of extending, improving and -18- equipping the sanitary sewer utility of the City, in conformity to a Resolution of the Council of said City duly passed and approve& Unless this certificate is presented by an authorized representative of The Depository Trust Company, a limited purpose trust company CDTC"), 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 entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Bonds maturing after July 1, 2010, may be called for redemption by the Issuer and paid before maturity on said date or any date thereafter, from any funds regardless of source, in whole or from time to time in part, in any order of maturity and within an annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' notice of redemption shall be given by ordinary mail to the registered owner of the Bond. Failure to give such notice by mail to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be redeemed by random selection of the names of the registered owners of the entire annual maturity until the total amount of Bonds to be called has been reached. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by the City Controller, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the RegiStrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered bondholders of such change. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.83(5) of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bond Resolution. -19- This Bond and the series of which it forms a part, other bonds ranking on a parity therewith, and any additional bonds or notes which may be hereafter issued and outstanding from time to time on a parity with said Bonds, as provided in the Bond Resolution of which notice is hereby given and is hereby made a part hereof, are payable from and secured by a pledge of the Net Revenues of the Municipal Sanitary Sewer Utility (the "System"), as defined and provided in said 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 said System in each year for the payment of the proper and reasonable expenses of operation and maintenance of said System and for the establishment of a sufficient sinking fund to meet the principal of and interest on this series of Bonds, and other bonds ranking on a parity therewith, as the same become due. This Bond is not payable in any manner by taxation and under no cimumstances shall the City be in any manner liable by reason of the failure of said net eamings to be sufficient for the payment hereof. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, said City by its Council has caused this Bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk, with the seal of said City impressed 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 Bonds 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 -20- Item 14, figure I = (Seal) Item 15, figure 1 = [Signature Block] CITY OF IOWA CITY, IOWA By: Mayor's facsimile signature Mayor ATTEST: By: City Clerk's facsimile signature City Clerk Item 16 Figures 2 = [Statement of Insurance] STATEMENT OF INSURANCE Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing the following provisions with respect to the City of Iowa City, Iowa Sewer Revenue Bonds, Series 2001 dated December 1, 2001 (the "Bonds"), such policy being on file at the principal office of the City Controller, Iowa City, Iowa, as paying agent (the "Paying Agent"): Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal of and interest on the Bonds which is then due for payment and which the issuer of the Bonds (the "Issuer") shall have failed to provide. Due for payment means, with respect to the principal, the stated maturity date thereof, or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which the payment of principal of the Bonds is due by reason of call for redemption (other than mandatory sinking fund redemption), acceleration or other advancement of maturity, and with respect to interest, the stated date for payment of such interest. Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail, from a Bondholder or the 'Paying Agent to Financial Guaranty that the required payment of principal or interest has not been made by the Issuer to the Paying Agent, Financial Guaranty on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., or its successor as its agent (the "Fiscal Agent'), sufficient to make the portion of such -21- payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholders right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholder's right to such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the Bondholder. As used herein the term "Bondholder" means the person other than the Issuer or the borrower(s) of bond proceeds who at the time of nonpayment of a Bond is entitled under the terms of such Bond to payment thereof. The policy is non-eancellable for any reason. FINANCIAL GUARANTY INSURANCE COMPANY Item 17, figure 3 = [Assignment Block] [Information Required for Registration] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Bond and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED ) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or bond(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and -22- 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* Corporation Partnership Trust *If the Bond is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in conunorl IA UNIF TRANS MIN ACT - . ......... Custodian .......... (Cust) (Minor) under Iowa Uniform Transfers to Minors Act ................ (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST Section 14. Equality of Lien. The timely payment of principal of and interest on the Bonds and Parity Bonds shall be secured equally and ratably by the Net Revenues of the System without priority by reason of number or time of sale or delivery; and the Net Revenues of the System are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. -23- Section 15. Application of Bond Proceeds - Project Fund. Proceeds of the Bonds shall bc 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 Bonds. · An mount sufficient to meet the Reserve Fund Requirement of the Bonds shall be deposited in the Reserve Fund. · The balance of the proceeds shall be deposited to the Project Fund and expended therefi'om for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds of the System shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law, the Intemal Revenue Code and this Resolution. 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 Bonds. Section 16. User Rates. There has heretofore been established and published as required by law, just and equitable rates or charges for the use of the service rendered by the System. Said rates or charges to 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. Any revenues paid and collected for the use of the System and its services by the Issuer or any department, agency or instrumentality of the Issuer shall be used and accounted for in the same manner as any other revenues derived from the operations of the System. Section 17. Application of Revenues. From and after the delivery of any Bonds, and as long as any of the Bonds or Parity Bonds shall be outstanding and unpaid either as to principal or as to interest, or until all of the Bonds and Parity Bonds then outstanding shall have been discharged and satisfied in the manner provided in this Resolution, the entire income and revenues of the System shall be deposited as collected in a fund to be known as the Sewer Revenue Fund (the "Revenue Fund"), and shall be disbursed only as follows: -24- (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 f~om the Revenue Fund to the extent necessary to pay current expenses accrued and payable to the extent that funds are not available in the Surplus Fund. (b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make deposits into a separate and special fund to pay the principal and interest requirements of the Fiscal Year on the Bonds and Parity Bonds. The fund shall be known as the Sewer Revenue Bond and Interest Sinking Fund (the "Sinking Fund"). The required amount to be deposited in the Sinking Fund in any month shall be the equal monthly amount necessary to pay in full the installment of interest coming due on the next interest payment date on the then outstanding Bonds and Parity Bonds plus the equal monthly amount necessary to pay in full the installment of principal coming due on such Bonds on the next succeeding principal payment date until the full amount of such installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds the required amount, the excess shall forthwith be withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Bonds and Parity Bonds as the same shall become due and payable. (c) Reserve Fund. Money in the Revenue Fund shall next be disbursed to maintain a debt service reserve in an amount equal to the Reserve Fund Requirement. Such fund shall be known as the Sewer Revenue Debt Service Reserve Fund (the "Reserve Fund"). In each month there shall be deposited in the Reserve Fund an amount equal to 25 percent of the amount required by this Resolution to be deposited in such month in the Sinking Fund; provided, however, that when the amount on deposit in the Reserve Fund shall be not less than the Reserve Fund Requirement, no further deposits shall be made into the Reserve Fund except to maintain such level, and when the amount on deposit in the Reserve Fund is greater than the balance required above, such additional amounts shall be withdrawn and paid into the Revenue Fund. Money in the Reserve Fund shall be used solely for the purpose of paying principal at maturity of or interest on the Bonds and Parity Bonds for the payment of which insufficient money shall be -25- 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 said deposits in said 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 Bonds or Parity Bonds 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 Obligations. Money in the Revenue Fund may next be used to pay principal of and interest on (including reasonable reserves therefor) any other obligations which by their terms shall be payable from the revenues of the System, but subordinate to the Bonds and Parity Bonds, and which have been issued for the purposes of extensions and improvements to the System or to retire the Bonds or Parity Bonds in advance of maturity, or to pay for extraordinary repairs or replacements to the System. (f) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the close of each month may be deposited in any of the ~mds created by this Resolution, may be used to pay for extraordinary repairs or replacements to the System, or may be used to pay or redeem the Bonds or Parity Bonds 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 said 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 -26- Fund shall be insufficient to deposit or transfer the required amount in any of said funds or accounts, the deficiency shall be made up in the following month or months after payments into all ~mds and accounts enjoying a prior claim to the revenues shall have been met in full. Money in the Revenue Fund shall be allotted and paid into the various funds and accounts hereinbefore referred to in the order in which said funds are listed, on a cumulative basis on the lOth 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 said 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 17.1. Outstanding Bonds. Nothing in this Resolution shall be construed to impair the rights vested in the Outstanding Bonds. The amounts required to be paid into the various funds named in this Resolution shall be inclusive of payments required in respect to the Outstanding Bonds. The provisions of the Resolutions adopted January 19, 1993, April 9, 1996, June 3, 1997, February 9, 1999 and September 19, 2000 authorizing the Outstanding Bonds referred to in Section 1 of this Resolution and the provisions of this Resolution are to be construed wherever possible so that the same will not be in conflict. In the event such construction is not possible, the provisions of the resolution first adopted shall prevail until such time as the bonds authorized by said resolution have been paid in full or otherwise satisfied as therein provided at which time the provisions of this Resolution shall again prevail. Section 18. Investments. Moneys on hand in the Project Fund and 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, 1999, 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 said 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 -27- 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. All income derived from such investments shall be deposited in the Revenue Fund and shall be regarded as revenues of the System except earnings on investments of the Project Fund shall be deposited in and expended from the Project Fund. Investments shall at any time necessary be liquidated and the proceeds thereof applied to the purpose for which the respective fund was created. Section 19. Covenants Regarding the Operation of the System. The Issuer hereby covenants and agrees with each and every holder of the Bonds and Parity Bonds: (a) Maintenance and Efficiency. The Issuer will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. (b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the Governing Body will adopt or continue in effect rates for all services rendered by the System determined to be sufficient to produce Net Revenues for the next succeeding Fiscal Year adequate to pay principal and interest requirements and create reserves as provided in this Resolution but not less than 110 percent of the principal and interest requirements of the Fiscal Year. No free use of the System by the Issuer or any department, agency or instrumentality of the Issuer shall be permitted except upon the determination of the Governing Body that the rates and changes otherwise in effect are sufficient to provide Net Revenues at least equal to the requirements of this subsection. (c) Insurance. The Issuer shall maintain insurance for the benefit of the bondholders on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in the 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 at~er the end of each Fiscal Year by an Independent Auditor and will provide copies of the audit report to -28- the holders of any of the Bonds and Parity Bonds upon request. The holders of any of the Bonds and Parity Bonds shall have at all reasonable times the right to inspect the System and the records, accounts and data of the Issuer relating thereto. (e) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa, including the making and collecting of reasonable and sufficient rates for services rendered by the System as above provided, and will segregate the revenues of the System and apply said revenues to the funds specified in this Resolution. (f) Property_. The Issuer will not sell, lease, mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of the Bonds and Parity Bonds shall have been provided for in the manner provided in this Resolution; provided, however, that this covenant shall not be construed to prevent the disposal by the Issuer of property which in the judgment of its Governing Body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantage of the System that other property of equal or higher value be substituted therefor, and provided further that the proceeds of the disposition of such property shall be placed in a revolving fund and used in preference to other sources for capital improvements to the System. Any such proceeds of the disposition of property acquired with the proceeds of the Bonds or Parity Bonds shall not be used to pay principal or interest on the Bonds and Parity Bonds or for payments into the Sinking or Reserve Funds. (g) Fidelity Bond. The Issuer shall maintain fidelity bond coverage in amounts which normally would be carded by private companies engaged in a similar kind of business on each officer or employee having custody of funds of the System. (h) Additional Charges. The Issuer will require proper connecting charges and/or other security for the payment of service charges. (i) Budget. The Governing Body of the Issuer shall approve and conduct operations pursuant to a system budget of revenues and current expenses for each Fiscal Year. Such budget shall take into account revenues and current expenses during the current and last preceding Fiscal Years. Copies of such budget and any amendments thereto shall be provided to the holders of any of the Bonds upon request. -29- Section 20. Remedies of Bondholders. Except as herein expressly limited the holder or holders of the Bonds and Parity Bonds shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Bonds and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. Section 21. Prior Lien and Parity Bonds. The Issuer will issue no other Bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System having priority over the Bonds or Parity Bonds. Additional Bonds may be issued on a parity and equality of rank with the Bonds with respect to the lien and claim of such Additional Bonds to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding any of the Bonds or Parity Bonds which shall have matured or which shall mature not later than three months after the date of delivery of such refunding Bonds and for the payment of which there shall be insufficient money in the Sinking Fund and the Reserve Fund; (b) For the purpose of refunding any Bonds, Parity Bonds or general obligation bonds outstanding, or making extensions, additions, improvements or replacements to the System, if all of the following conditions shall have been met: (i) before any such Additional Bonds 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 Bonds or Parity Bonds for both principal of and interest on all Bonds or Parity Bonds then outstanding which are payable from the net earnings of the System and the Additional Bonds then proposed to be issued. For the purpose of determining the Net Revenues of the System for the preceding Fiscal Year as aforesaid, the amount of the gross revenues for -30- such year may be adjusted by an Independent Auditor or a Consulting Engineer, not a regular employee of the Issuer, so as to reflect any changes in the mount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional Bonds been in effect during all of such preceding Fiscal Year. (ii) the Additional Bonds must be payable as to principal and as to interest on the same month and day as the Bonds herein authorized. (iii) for the purposes of this Section, principal and interest falling due on the first day of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal Year. (iv) for the purposes of this Section, general obligation bonds shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds were issued or the proceeds of them were expended for the System. (v) for purposes of this Section, "preceding Fiscal Year" shall be the most recently completed Fiscal Year for which audited financial statements prepared by a certified public accountant are issued and available, but in no event a Fiscal Year which ended more than eighteen months prior to the date of issuance of the Additional Bonds. Section 22. Disposition of Bond Proceeds: Arbitra~e Not Permitted. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Intemal Revenue Code of the United States, and that throughout the term of said Bonds it will comply with the requirements of said statute and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts. or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is hereby directed to make and insert all calculations -31- and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Bonds remaining unexpended after three years from the issuance and any other funds required by the Tax Exemption Certificate to be so treated. If any investments are held with respect to the Bonds and Parity Bonds, the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the Bonds to be classified as arbitrage bonds under Section 148(a) and (b) of the Intemal Revenue Code or regulations issued thereunder. The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Bonds for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Bonds not to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section 142(a) of the Internal Revenue Code of the United States, related statutes and regulations. Section 23. Additional Covenants. Representations and Warranties of the Issuer. The Issuer certifies and covenants with the pumhasers and holders of the Bonds from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds; (c) consult with bond eounsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. -32- Section 24. Not Ouali~ed Tax-Exempt Obligations. The Bonds shall not be designated as qualified tax-exempt obligations as defined by Section 265(b) of the Internal Revenue Code of the United States, as amended. Section 25 Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bonds and Parity Bonds, or any of them, in any one or more of the following ways: (a) By paying the Bonds or Parity Bonds when the same shall become due and payable; and (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the Governing Body for the payment of said obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which said obligations may be redeemed, all of such obligations outstanding at the time, together with the interest thereon to maturity or to the designated redemption date, premiums thereon, if any that may be payable on the redemption of the same; provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Bonds or Parity Bonds shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 26. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Bonds and Parity Bonds, and after the issuance of any of the Bonds no change, variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Bonds and Parity Bonds, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 27. Amendment of Resolution Without Consent. The Issuer may, without the consent of or notice to any of the holders of the Bonds and Parity Bonds, amend or supplement this Resolution for any one or more of the following purposes: -33- (a) to cure any ambiguity, defect, omission or inconsistent provision in this Resolution or in the Bonds or Parity Bonds; or to comply with any application provision of law or regulation of federal or state agencies; provided, however, that such action shall not materially adversely affect the interests of the holders of the Bonds or Parity Bonds; (b) to change the terms or provisions of this Resolution to the extent necessary to prevent the interest on the Bonds or Parity Bonds from being includable within the gross income of the holders thereof for federal income tax purposes; (c) to grant to or confer upon the holders of the Bonds or Parity Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the holders of the Bonds; (d) to add to the covenants and agreements of the Issuer contained in this Resolution other covenants and agreements of, or conditions or restrictions upon, the Issuer or to surrender or eliminate any right or power reserved to or conferred upon the Issuer in this Resolution; or (e) to subject to the lien and pledge of this Resolution additional pledged revenues as may be permitted by law. Section 28. Amendment of Resolution Requiring Consent. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal amount of the Bonds and Parity Bonds at any time outstanding (not including in any case any Bonds which may then be held or owned by or for the account of the Issuer, but including such Refunding Bonds as may have been issued for the purpose of refunding any of such Bonds if such Refunding Bonds shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity or interest rate of the Bonds, or modify the terms of payment of principal of or interest on the Bonds or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Bonds and Parity Bonds then outstanding; and -34- (c) Reduce the percentage of the principal amount of Bonds, the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be mailed by certified mail to each registered owner of any Bond as shown by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk Whenever at any time within one year from the date of the mailing of said notice there shall be filed with the City Clerk an instrtmaent or instnmaents executed by the holders of at least two-thirds in aggregate principal amount of the Bonds then outstanding as in this Section defined, which instrument or instruments shall refer to the proposed amendatory Resolution described in said notice and shall specifically consent to and approve the adoption thereof, thereupon, but not otherwise, the Governing Body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Bonds and Parity Bonds. Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrttrnent evidencing such consent and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the City Clerk. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution swom to before such officer. The amount and numbers of the Bonds held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Bonds described in such certificate. -35- 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 Bonds. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Resolution; however, any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under the Continuing Disclosure Certificate. For purposes of this Section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Section 3 l. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. Adopted and approved this 271h day of ~lovember ,2001. Mayor ATTEST: 296777~1\10714069 -36- I 11-27-01 Prepared by Norm Cate, Housing and nspec on Sen/ces, Sen or Housing Inspector, City of Iowa City, 356-5137 14 RESOLUTION NO. 01-375 RESOLUTION ESTABLISHING FEES FOR SERVICES AND ACTIVITIES OF THE IOWA CITY HOUSING AND INSPECTION SERVICES DEPARTMENT WHEREAS, the City of Iowa City Housing Code provides for inspection and licensing of all multiple dwellings, fraternity/sorority houses, rooming houses, duplexes, and single-family rental dwellings; and WHEREAS, the payment of the aforementioned fees is necessary to offset the administrative costs of such activities. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1.The fee schedules for the services and activities of the Iowa City Housing and Inspection Services Department shall be adopted and effective August 1, 2002. 2. The amended fees for rental permits and reinspections as part of the Iowa City Housing Code be adopted as follows: $ 78.00 per structure $11.50 per dwelling unit $ 2.75 per bedroom $ 40.00 reinspection fee $ 30.00 "No Show for Inspection" fee $100.00 Fraternity/Sorority fire-safety inspection fee 3. This resolution repeals all previous resolutions regarding the schedule of said fees. Passed and approved this 27th day of November ,2001 A~~/X)' ~ CI CITY ATTORNEY'S OFFICE It was moved by Vanderhoef and seconded by ~/i 'l burn the Resolution be adopted, and upon roll call there were: AYES NAYS ABSENT X Champion X Kanner X Lehman X O'Donnell X Pfab X Vanderhoef X Wilburn ncate$'citynt'(u:)resolutionforfeeincrease Prepared by Norm Cate, Housing and Inspection SeNices, Senior Housing Inspector, City of Iowa City, 356-5137 RESOLUTION NO. RESOLUTION ESTABLISHING FEES FOR SERVICES AND ACTIVITIES ~*)F THE IOWA CITY HOUSING AND INSPECTION SERVICES DEPARTME WH[ the City of Iowa City Housing Code provides for inspection and ~icen of all multiple dwellin( houses, rooming houses, duplexes, and sin rental dwellings; and WHEREAS, payment of the aforementioned fees is necessary to offset t costs of such activities. NOW, THEREFC IT RESOLVED BY THE CITY COUNCIL OF ' OF IOWA CITY, IOWA, THAT: 1. The fee forthe City Housing and Inspection Services De shah be adopted and effective lust 1,2002. 2. The amended fees as part of the Iowa City Housing Code be adopted as follows: 30 per stru $ unit $ $ fee $ ;how for Inspection" fee $100.00 I ~ity/Sorority fire-safety inspection fee 3. This resolution repeals all regarding the schedule of said fees. Passed and approved this day of 01 MAYOR ATTEST: t('f,-Ot CITY CLERK C Y ATTORNEY'S OFFICE It was moved by and seconded by the solution be adopted, and upon roll call there were: AYES NAYS ABSENT Champion Pfab Vanderhoef Wilburn ncate$'citynt'(u:)reso 11:02 3193511928 HERITAGE PROPERTY MG PAGE IOWA CITY LANDLORD ASSOCIATION 8oo 2NI~ Street, Suite S00 Coralville, Iowa ~2241 November 14, 2001 Norm Care 410 E. Washington St. Iowa city, Iowa 529-40-1826 Dear Norm. The Iowa City Landlord Association held a board meeting on Tuesday, Nov. 13. 2001. It was unanimously passed to endorse Ed Barker's proposal of the restructuriug of fees for rental inspections that were presented to you. We would like Ed to represent the Landlord Association at the council meeting if you think it is necessary. Let me know. Sincarely, Anne Vespa, President of the I.C. Landlord Association Prepared by: Douglas Boothroy, HIS, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5121 RESOLUTION NO. 01-376 RESOLUTION AWARDING CONTRACT AND AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A CONTRACT WITH MOORE CONSTRUCTION COMPANY FOR THE CONSTRUCTION OF A UNIVERSAL DESIGN SINGLE-FAMILY HOME UNDER THE AFFORDABLE DREAM HOME OPPORTUNITIES PROGRAM (1812 B STREET). WHEREAS, the City Council of the City of Iowa City functions as the iowa City Housing Authority; and WHEREAS, on September 14, 1993, City Council considered and passed Resolution #93-255, approving a Section 5(h) implementing Agreement with HUD for the conversion of public housing to private ownership, also known as the Tenant to Ownership Program; and WHEREAS, under this agreement, the proceeds from such sales must be used to expand affordable housing opportunities in Iowa City; and WHEREAS, the Iowa City Housing Authority has negotiated a contract with Moore Construction Company for the construction of a universal design single-family home at 1812 B Street in the amount of $157,000; and WHEREAS, the universal design home would benefit the citizens of Iowa City by providing the opportunity for the community to learn about universal design products and building spaces that are usable by all people, regardless of their level of ability or disability. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: Under the direction of the City Attorney, the Mayor and the City Clerk are hereby authorized to sign and attest a contract between the City of Iowa City and Moore Construction Company for the construction of a universal design single-family dwelling at 1812 B Street, Iowa City, Iowa. Passed and approved this 27th day of November ,20 O1 It was moved by 0' Donnel '~ and seconded by Pfab the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Champion X ~ Kanner × ~ Lehman X ~ O'Donnell X Pfab X Vanderhoef X Wilburn hisadm/res/1812Bst.doc 11-27-01 15 Prepared by: Douglas Boothroy, HIS, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5121 / / RESOLUTION NO. AWARDING CONTRACT AND AUTHORIZING MAYOR TO SIGN THE CITY CLERK TO ATTEST A CONTRACT WITH FOR THE RUCTION OF A UNIVERSAL DESIGN SINI HOME UNDER THE HOME OPPORTUNITIES B STREET). WHEREAS, the Ci City of Iowa City functions as the City Housing Authority; and WHEREAS, on 14, 1993, City Council considered ant Resolution #93-255, approving a Section 5(h) ImI 'eement with HUD for of public housing to private ownership, also known; Program; and WHEREAS, under this the proceeds from sales must be used to expand affordable housing opportunities in Iowa Cit WHEREAS, the Iowa City Housing negoti for the construction of a universal desk at 1812 B Street in the amount of ; and WHEREAS, the universal design home wo~ ~ City by providing the opportunity for the community to learn about universal desi building spaces that are usable by all people, regardless of their level of ability or disability. NOW, THEREFORE, BE IT RESOLVED ~.ITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: Under the direction of the Cit' and the City Clerk are hereby authorized to sign and attest a contract between the City of City for the construction of a universal design single-family dwelling at 1812 B ewa. Passed and approved this ,20 MAYOR ATTEST: ~.( CITY CLERK Cib Office It was moved by and seconded by the Resolution be adopted, and upon roll call AYES: NAYS: ABSENT: Cham Kanner Lehman O'Donnell Pfab Vanderhoef Wilburn hisadm/res/1812Bst.doc ADVERTISEMENT FOR BIDS CONSTRUCTION OF A UNIVERSAL DESIGN SINGLE FAMILY HOME (UNDER THE AFFORDABLE DREAM HOME OPPORTUNITIES PROGRAM Sealed proposals will be received by the City Clerk of the City of iowa City, Iowa, until 2:00 P.M. on the 20th day of November, 2001, or at a later date and/or time as determined by the Director of Housing and Inspection Services or designee, with notice of said later date and/or time to be published as required by law. Sealed proposals will be opened immediately thereafter by the Director of Housing and Inspection Services or designee. Bids submitted by fax machine shall not be deemed a "sealed bid" for purposes of this Project. Proposals will be acted upon by the City Council at a meeting to be held in Emma J. Harvat Hall at 7:00 P.M. on the 27th day of November, 2001, or at such later time and place as may be scheduled. The Project will involve the following: Construction of a single family home and all necessary site work on Lot 6, Block 39, East iowa City, Iowa All work is to be done in strict compliance with the plans and specifications which have hereto- fore been appreved by the City Council, and are on file for public examination in the Office of the City Clerk. Each proposal shall be completed on a form furnished by the City and must be accompanied in a sealed envelope, separate from the one containing the preposal, by a bid bond executed by a corporation authorized to contract as a surety in the State of iowa, in the sum of 5% of the bid. The bid security shall be made payable to the TREASURER OF THE CITY OF IOWA CITY, IOWA, and shall be forfeited to the City of Iowa City in the event the successful bidder fails to enter into a contract within ten (10) calendar days and post bond satisfactory to the City ensuring the faithful performance of the contract and mainte- nance of said Project, if required, pursuant to the provisions of this notice and the other contract documents. This bid security of the lowest two or more bidders may be retained for a period of not to exceed fifteen (15) calendar days until a contract is awarded, or until rejection is made. Other bid securities will be returned aRer the canvass and tabulation of bids is completed and reported to the City Council. The successful bidder will be required to furnish a bond in an amount equal to one hundred percent (100%) of the contract price, said bond to be issued by a responsible surety appreved by the City Council, and shall guarantee the prompt payment of all materials and labor, and also protect and save harmless the City from all claims and damages of any kind caused directly or indirectly by the operation of the contract, and shall also guarantee the maintenance of the improvement for a period of one (1) year from and after its completion and formal acceptance by the City. The following limitations shall apply to this Project: Completion date: May 20, 2002 Liquidated Damages: $100 per day The plans, specifications and proposed contract documents may be examined at the office of the City Clerk. Copies of said plans and specifications and form of proposal blanks may be secured at the Office of the Director of Housing and Inspection Services, Iowa City, Iowa, by bona fide bidders. Prospective bidders are advised that the City Of Iowa City desires to employ minority contractors and subcontractors on City projects. Bidders shall list on the Form of Proposal the names of persons, firms, companies or other parties with whom the bidder intends to subcon- tract. This list shall include the type of work and approximate subcontract amount(s). The Contractor awarded the contract shall submit a list on the Form of Agreement of the proposed subcontractors, together with quantities, unit prices and extended dollar amounts. If no minority business enterprises (MBE) are utilized, the Contractor shall furnish documentation of all reasonable, good faith efforts to recruit MBE's. A listing of minority contractors can be obtained from the Iowa Department of Economic Development at (515) 2424721. By virtue of statutory authority, preference will be given to products and provisions grown and coal produced within the State of Iowa, and to Iowa domestic labor, to the extent lawfully re- quired under Iowa Statutes. The Iowa Reciprocal Preference Act applies to the contract with respect to bidders who are not Iowa residents. The City reserves the right to reject any or all proposals, and also reserves the right to waive technicalities and irregularities. Published upon order of the City Council of Iowa City, Iowa. MARlAN K. KARR, CITY CLERK 11/00 11-27-01 16 Prepared by: Kumi Morris, Engineering Div., 410 E. Washington St., Iowa City, IA 52240 (319) 356-5044 RESOLUTION NO. 01-377 RESOLUTION AWARDING CONTRACT AND AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATrEST A CONTRACT FOR CONSTRUCTION OF THE RECREATION AND CIVIC CENTER HVAC AND PLUMBING REPLACEMENT PROJECT. WHEREAS, Ace Refrigeration of Cedar Rapids, Iowa, has submitted the lowest responsible bid of $484,551.00 for construction of the above-named project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The contract for the construction of the above-named project is hereby awarded to Ace Refrigeration, subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. 2. The Mayor is hereby authorized to sign and the City Clerk to attest the contract for construction of the above-named project, subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. Passed and approved this zTth day of November' ,20 01 MAYOR Approved by It was moved by Vander'hoef and seconded by Pfab the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ' × Ohampion X Kanner X Lehman × O'Donnell X Pfab ~X Vanderhoef ~' Wilbum pweng~res~acerefdg-awrdcon+doc DOCUMENT 00131 ADVERTISEMENT FOR BID ADVERTISEMENT FOR BIDS CITY OF IOWA CITY RECREATION AND CiVIC CENTER HVAC AND PLUMBING REPLACEMENT PROJECT Sealed proposals will be received by the City Clerk of the City of Iowa City, Iowa, until 2 P.M. on the 15TM day of November, 2001, or at a later date and/or time as determined by the Director of Public Works or designee, with notice of said later date and/or time to be published as required by law. Sealed proposals will be opened immediately there- after by the City Engineer or designee. Bids sub- mitted by fax machine shall not be deemed a "sealed bid" for purposes of this Project. Proposals will be acted upon by the City Council at a meeting to be held in the Council Chambers at 7:00 P.M. on the 271h day of November, 2001, or at such later time and place as may be scheduled. The Project will involve the following: Replace hot water boilers, locker room domestic water piping, and four HVAC units at the Recreation Center and replace five HVAC units at the Civic Center. There will be a pre-bid meeting held at 10:00 a.m. on the 6th day of November, 2001 in the Civic Center Lobby Conference Room All work is to be done in strict compliance with the plans and specifications prepared by Shive- Hattery, Inc., of Iowa City, Iowa, which have hereto- fore been approved by the City Council, and are on file for public examination in the Office of the City Clerk. Each proposal shall be completed on a form furnished by the City and must be accompanied in a sealed envelope, separate from the one containing the proposal, by a bid bond executed by a corporation authorized to contract as a surety in the State of Iowa, in the sum of 10% of the bid. The bid security shall be made payable to the TREASURER OF THE CITY OF IOWA CITY, IOWA, and shall be forfeited to the City of Iowa City in the event the successful bidder fails to enter into a contract within ten (10) calendar days and post bond satisfactory to the City ensuring the faithful performance of the contract and maintenance of said Project, if required, 101164-0 00131-1 DOCUMENT 00131 ADVERTISEMENT FOR BID pursuant to the provisions of this notice and the other contract documents. Bid bonds of the lowest two or more bidders may be retained for a period of not to exceed fifteen (15) calendar days until a contract is awarded, or until rejection is made. Other bid bonds will be returned after the canvass and tabulation of bids is completed and reported to the City Council. The successful bidder will be required to furnish a bond in an amount equal to one hundred percent (100%) of the contract price, said bond to be issued by a responsible surety approved by the City Council, and shall guarantee the prompt payment of all materials and labor, and also protect and save harmless the City from all claims and damages of any kind caused directly or indirectly by the operation of the contract, and shall also guarantee the maintenance of the improvement for a period of one (1) year from and after its completion and formal acceptance by the City. The following limitations shall apply to this Project: Start Date: to be scheduled within a week of a~vard End Date: (Civic Center work and RTU-2 work at Recreation Center): March 29, 2002. End Date: (All other work at Recreation Center): July 27, 2002 Liquidated Damages: $100 per day The plans, specifications and proposed contract documents may be examined at the office of the City Clerk. Copies of said plans and specifications and form of proposal blanks may be secured at the Office of Shive-Hattery, Inc. Iowa City, Iowa, by bona fide bidders. A $50 refundable fee is required for each set of plans and specifications provided to bidders or other interested persons. The fee shall be in the form of a check, made payable to Shive-Hattery, Inc. A Master Builders card may be presented in place of a deposit. Prospective bidders are advised that the City of Iowa City desires to employ minority contractors and subcontractors on City projects. Bidders shall list on the Form of Proposal the names of persons, firms, companies or other parties with whom the bidder intends to subcontract. This list shall include the type of work and approximate subcontract amount(s). The Contractor awarded the contract shall submit a 101164-0 00131-2 DOCUMENT 00131 ADVERTISEMENT FOR BID list on the Form of Agreement of the proposed subcontractors, together with quantifies, unit prices and extended dollar amounts. If no minofity business enterpfises (MBE) are utilized, the Contractor shall furnish documentation of all reasonable, good faith efforts to recruit MBE's. A listing of minofity contractors can be obtained from the Iowa Department of Economic Development at (515) 242-4721. By virtue of statutory authofity, preference will be given to products and provisions grown and coal produced within the State of Iowa, and to Iowa domestic labor, to the extent lawfully required under Iowa Statutes. The Iowa Reciprocal Preference Act applies to the contract with respect to bidders who are not Iowa residents. The City reserves the fight to reject any or all proposals, and also reserves the fight to waive technicalities and irregulafities. Published upon order of the City Council of Iowa City, Iowa. MARIAN K. KARR, CITY CLERK pwengXresXrectrhvacadbid.doc 7/01 END OF DOCUMENT 00131 101164-0 00131-3 I t -27 -01 17 Prepared by: Kim Johnson, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5139 RESOLUTION NO. 01-378 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ArrEST A PERMANENT SANITARY SEWER EASEMENT AGREEMENT BETWEEN THE CITY OF IOWA CITY AND THE OWNERS OF 438 CLARK STREET, IOWA CITY, IOWA. WHEREAS, a sanitary sewer line extends under the residential structure located at 438 Clark Street, Iowa City, Iowa; and WHEREAS, the current owners of the property wish to add an addition to the structure, a portion of which will extend over the existing sewer line; and WHEREAS, the owners of 438 Clark Street and the City of Iowa City wish to memorialize the assignment of rights, risk and obligations with respect to the expanded structure and the property lying thereunder in relation to the sewer line; and WHEREAS, it is in the public interest to enter into an easement agreement to allow the expansion of the existing residence without expanding the City's risk or responsibility for damages incurred to the expanded structure due to the existing sewer line, or any maintenance, or repair thereof and the parties have reached agreeable terms to facilitate the same. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City Council finds it is in the public interest to enter into an easement agreement to allow the expansion of the existing residence at 438 Clark Street, Iowa City, Iowa, without expanding the City's risk or responsibility for damages incurred to the expanded structure due to the existing sewer line. 2. The mayor is hereby authorized to sign, and the City Clerk to attest, the Permanent Sanitary Sewer Easement Agreement for 438 Clark Street, Iowa City, Iowa, and the City Clerk is hereby authorized and directed to certify a copy of this resolution for recordation in the Johnson County Recerder's Office together with the above-referenced agreement, at City expense. Passed and approved this 27th day of November' ,20 0~. Approved by City Attorney's 0 ce Resolution No. 01-378 Page 2 It was moved by Vandet-hoef and seconded by Pfab the Resolution be adopted, and upon roll call them were: AYES: NAYS: ABSENT: X Champion X Kanner "'X" Lehman x O'Donnell X Pfab X , Vanderhoef X . Wilbum Prepared by: Kim Johnson, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5139 PERMANENT SANITARY SEWER EASEMENT AGREEMENT This agreement is made by and between David and Sheryl Lohman, husband and wife, (hereina~er 'Owner"). and the City of Iowa City, Iowa, a municipal corporation (hereinafter "the City"). WHEREAS, a sanitary sewer line extends Under the residential structure located at 438 Clark Street, Iowa City, Iowa; and WHEREAS, the current owners of the properly wish to add an addition to the structure, a portion of which will extend over the existing sewer line; and WHEREAS, the owner of 438 Clark Street and the City wish to memorialize the assignment of rights, risk and obligations with respect to the expanded structure and the property lying thereunder in relation to the sewer line; and WHEREAS, it is in the public interest to enter into an easement agreement to allow the expansion of the existing residence without expanding the City's risk or responsibility for damages incurred to the expanded structure due to the existing sewer line, or any maintenance, or repair thereof and the parties have reached agreeable terms to facilitate the same. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. David and Sheryl Lohman are the owners of the South 63' of the West 115' of Lot 39 and also commencing at the SW corner of Lot 39, South 5', East 135', North 5', West 135' to the Point of Beginning all in Oakes 1st and 2"d Addition, Iowa City, Iowa, otherwise known as 438 Clark Street, Iowa City, Iowa. The parties wish to outline in certain terms their respective rights and responsibilities in relation to the proposed expanded structure as caused by the location and existence of the sanitary sewer. 2. Owners acknowledge that they desire to erect an expansion of the current structure which expansion encroaches on an existing sanitary sewer line indicated on the attached Plat. The parties hereto hereby acknowledge and agree that in consideration of the City issuing a building permit for the expansion of the existing structure, Owner ~ereby grants to the City a permanent easement for the purpose of operating, maintaining and using a sanitary sewer line for the conveyance of sanitary sewage, through the real estate legally described and depicted on the plat attached herato as Exhibit A and incorporated herein by this reference (hereinafter "Easement Area"). The City shall have absolutely no liability whatsoever for any damage which may be caused to the expanded structure by reason of the City's use of the Easement Area as provided for herain. Further, the parties hereto acknowledge and agree that Owner shall indemnify and hold City harmless from any claims whatsoever which may arise from the City's use of the Easement Area as provided for herein, and the parties hereto acknowledge that the grant by City to the Owners to encroach within the easement area waives any rights Owners may have to indemnification and/or damages under the terms of the easement agreement. Page 2 3. This easement agreement shall inure to the benefit of and bind the successors and assigns of the respective parlies hereto. All covenants shall be deemed to apply to and run with the title to the land. CITY OF IOWA CITY OWNERS O? ~ Q - o V a- oq 4~ Commission Num~r 708214 My Cornre. Exp. ~ Page 3 STATE OF IOWA ) ) ss: JOHNSON COUNTY ) On this ~"2 day of /'kJ~kJen~J=~-, , A.D. 20 c~[ , before me, the undersigned, a notary public in and for the State of Iowa, personally appeared Ernest W. Lehman and Madan 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 munidpal 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. t"lSONDRAE FORT -,,~'r'~,L ~'e,v'-''~ frO Commission Num~ 159791 ~ ~i~ Nota~ Public in and for the State of Iowa My ~mmission expires: STATE OF IOWA )S On of fore me the undersigned a Nota~ Public in and for said CounW,'i State, pemonally appeared D~vid Lohman to ~e known to be the identi~l person n ho executed the within and foregoing inst'rument, and acknowledged that he exe ' volunta~ act and deed. State of Iowa STATE OF IOWA ) ) JOHNSON COUN~ ) On this day of ,20 , before me, the undersigned, a Nota~ Public in and for said State, pemonally appeared Shell Lohman, to me known to be the identi~l the within and foregoing instrument, and acknowledged the as her volunta~ act and deed. Notary lic in and for the State of Iowa My }ires: .~F'D, IRON ROD LOT ,}B C)~ --SAN- LOT ~9 76.4' 11-27-01 Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240-319-356-5030 RESOLUTION NO. 01-379 RESOLUTION AUTHORIZING THE ACQUISITION OF PROPERTY LOCALLY KNOWN AS 6~i6 S. GOVERNOR STREET, WHICH IS A PUBLIC NUISANCE, FOR THE PURPOSE OF ABATING THE NUISANCE. WHEREAS. under Iowa Code section 364.12A, a city may condemn a residential building found to be a public nuisance and take title to the property for the public purpose of disposing of the property by conveying the property to a private individual for rehabilitation or for demolition and construction of housing; and WHEREAS, the property locally known as 656 S. Governor Street, which contains a single family dwelling, is a public nuisance; and WHEREAS, the City began issuing nuisance violations in 1983 due to the accumulation of junk and salvage material on the exterior of the property; and WHEREAS, in 1986, the City cited the property again for exterior junk and gave the first notice to repair the structure; and WHEREAS, also in 1986, there were several inoperable vehicles parked in the yard at this time and a building inspector noted that there were open rafter tails to the interior and also that there were open holes in the foundation wall, and there is no indication that these problems were corrected; and WHEREAS, in August of 1987, the City issued a citation for exterior junk and salvage material, and the court ordered that said property be cleaned up; and WHEREAS, again in 1989, the City issued a citation because of the accumulation of junk and salvage material and inoperable vehicles parked in the yard, and the court again ordered said property to be cleaned up; and WHEREAS, between 1993 and 1999, the City noticed violations due to tall grass, weeds, salvage material, and an inoperable vehicle; and WHEREAS, in 2000, the City continued to send violation notices for snow violations and tall grass and weeds and said nuisances had to be abated by the City in each instance; and WHEREAS, on June 14, 2001, the City sent a letter to the fee holder of said property informing him of the new abandoned/vacant building ordinance and the requirements for registration and an inspection, and because the fee holder did not contact the City to register the building within 30 days as requested in said letter, the City filed a municipal infraction citation against the fee holders on July 26, 2001 for failing to register the house as a vacant/abandoned building; and WHEREAS, on August 29, 2001, the fee holder did not appear at his initial appearance, and the City asked the Court at that time for a search warrant to inspect the interior of the house to determine its structural integrity, and the magistrate approved the search warrant; and Resolution No. 01-379 Page 2 WHEREAS, on September 26, 2001, three City inspectors entered the house pursuant to the search warrant; and WHEREAS, said house is in very serious disrepair and because of gaping holes in the roof and the collapse of a foundation wall, the house has been exposed to the elements for some years; and WHEREAS, the electrical service connection was in serious disrepair and constituted a hazard, and MidAmerican Energy removed the service on or about October 1, 2001; and WHEREAS, access to said house is readily available through the collapsed foundation wall, which creates an attractive nuisance for vermin, vagrants and children; and WHEREAS, said property has become a serious detriment and hazard to the neighborhood.; WHEREAS, said property has been uninhabited for at least five years; and WHEREAS, absent intervention, it is highly likely that said property that will continue to generate nuisance complaints and violations; and WHEREAS, it is doubtful that said house is salvageable. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA: 1. The property locally known as 656 S. Governor Street is a public nuisance. 2. It is in the public interest of the City of Iowa City to acquire said property for the public purpose of disposing of said property by conveying the property to a private individual for rehabilitation or for demolition and construction of housing. 3. The City manager, or designee, in consultation with the City Attorneys 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 said property. 5. The City Manager, or designee, is authorized to sign offers of purchase and purchase agreements for the purchase of said property. 6. 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. The City Attorney is hereby directed to take all necessary action to complete said transactions, as required by law. 7. In the event the property cannot be acquired by negotiation, the City Attorney is hereby authorized and directed to initiate condemnation proceedings for acquisition of said property. Resolution No. 01-379 Page 3 Passed and approved this 27th day of November ,2001. Approved by It was moved by Champi on and seconded by 0' Donnel 1 the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Champion X Kanner X Lehman X O'Donnell X Pfab X Vanderhoef X Wilburn sue\ord&res%707~ValnutResdoc 11-27-01 19 Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240-319-356-5030 RESOLUTION NO. 01-380 RESOLUTION AUTHORIZING THE ACQUISITION OF PROPERTY LOCALLY KNOWN AS ?07 WALNUT STREET, WHICH IS A PUBLIC NUISANCE, FOR THE PURPOSE OF ABATING THE NUISANCE. WHEREAS, under Iowa Code section 364.12A, a city may condemn a residential building found to be a public nuisance and take title to the property for the public purpose of disposing of the property by conveying the property to a private individual for rehabilitation or for demolition and construction of housing; and WHEREAS, the property locally known as 707 Walnut Street, which contains a single family dwelling, is a public nuisance; and WHEREAS, since 1987, said property has been the subject of numerous complaints, citations, and notices of violations due to tall grass, weeds, snow and ice on the public sidewalk, inoperable vehicles parked in the yard, and actual hazards on the property Such as an open cistern collecting water and the electrical service detaching from the house; and WHEREAS, also since 1987, the City has cited said property several times for the accumulation of junk and debris, and after getting cleaned up, usually because of a court order, the junk and debris begins to accumulate again; and WHEREAS, in 2000, the City continued to send violation notices to the fee holder of said property for snow violations and tall grass and weeds and said nuisances had to be abated by the City in each instance; and WHEREAS, on May 24, 2001, the City sent a letter to the fee holder of said property informing her of the new abandoned/vacant building ordinance and the requirements for registration and an inspection, and because the fee holder did not contact the City to register the building within 30 days as requested in said letter, the City filed a municipal infraction citation against the fee holder on July 26, 2001 for failing to register the house as a vacant/abandoned building; and WHEREAS, on August 15, 2001, the fee holder did not appear at her initial appearance, and the City asked the Court at that time for a search warrant to inspect the interior of the house to determine its structural integrity because no City inspector had ever had an opportunity to inspect the interior of the house, and the magistrate approved the search warrant; and WHEREAS, on August 22, 2001, three City inspectors entered the house pursuant to the search warrant; and WHEREAS, said property is a serious fire hazard because of the added fire load due to the extensive and substantial accumulation of debris and garbage on the interior and the vegetation on the exterior; and WHEREAS, said house is currently not secure; and WHEREAS, said property has not been inhabited for five years; and WHEREAS, the electrical service was terminated because of hazardous conditions; and Resolution No. 01-380 Page 2 WHEREAS, absent intervention it is highly likely that said property that will continue to generate nuisance complaints and violations and will continue to deteriorate and become even more hazardous until the house will no longer be salvageable. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA: 1. The property locally known as 707 Walnut Street is a public nuisance. 2. It is in the public interest of the City of Iowa City to acquire said property for the public purpose of disposing of said property by conveying the property to a private individual for rehabilitation or for demolition and construction of housing. 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 properly for the established fair market value. 4. The City Manager, or designee, is hereby authorized and directed to negotiate the purchase of said property. 5. The City Manager, or designee, is authorized to sign offers of purchase and purchase agreements for the purchase of said property. 6. 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. The City Attorney is hereby directed to take all necessary action to complete said transactions, as required by law. 7. In the event the property cannot be acquired by negotiation, the City Attorney is hereby authorized and directed to initiate condemnation proceedings for acquisition of said property. Passed and approved this 27th day of Nov ber ,2001. ATTEST: Ci'~LER~) ?(/'. '~'/f2A-t) City AttorAney's OfficP~ It was moved by Vanderhoef and seconded by Wilburn the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Champion X Kanner X Lehman X O'Donnell X Pfab X Vanderhoef X Wilburn sue\ord&res\707'C,/alnutRes.doc RESOLUTION NO. 01-381 RESOLUTION RATIFYING THE SETTLEMENT OF PENDING LITIGATION. WHEREAS, the structures located at 426 Bayard Street, Iowa City, Iowa have been the subject of a Notice of Declaration of Dangerous Building and Order to Vacate and Repair of Demolish pursuant to the 1997 Uniform Code for the Abatement of Dangerous Buildings; and WHEREAS, Lewis Investments, as contract vendor of the subject property, appealed said Notice of Declaration to the Iowa City Board of Appeals; and WHEREAS, the Iowa City Board of Appeals upheld said Declaration and issued a Decision requiring the posting of a performance bond prior to the issuance of a building permit to effectuate repairs on the subject structures; and WHEREAS, Lewis Investments. Inc. filed a lawsuit in the Johnson County District Court, No. EQCV 061170, against the City of Iowa City with regard to alleged constitutional violations resulting from the City's enforcement of the Iowa City Board of Appeals decision requiring Lewis Investments, Inc. to post a performance bond to obtain a building permit to effectuate repairs on the structures located at 426 Bayard Street, Iowa City, Iowa; and WHEREAS, all parties in this matter have arrived at a settlement agreement and wish to resolve the claim without further litigation; and WHEREAS, it is appropriate to approve said settlement agreement, which provides for the inspection and repair of the subject structures pursuant to approved repair plans and construction schedules, and provided said repairs are made satisfactorily, provides for the mutual abandonment of the above-noted Declaration of Dangerous Building and dismissal of the above- noted District Court action with prejudice. NOW, THEREFORE, BE IT RESOLVED B"2 THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA: 1. The attached settlement agreement in Johnson County District Court case No. 061170 should be and is hereby approved as being in the best interests of the City of Iowa City, and the Mayor is hereby authorized and directed to sign, and the City Clerk to attest, said agreement. Passed and approved this 27th day of November- ,2001. oved by ATTEST:~ ~. 9(~'/(/_.,2 ' Icadat~llegallsafahllitigalbayardlsettlmentre$ ~1 Resolution No. 01-381 Page. 2 It was moved by Vanderhoef and seconded by 0'Donnel 1 the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Champion X Kanner X Lehman X O'Donnell X Pfab X Vanderhoef X Wilbum IN THE IOWA DISTRICT COURT IN AND FOR JOHNSON COUNTY LEWIS INVESTMENTS, INC., Plaintiff, No. EQCV 061170 vs. CITY OF IOWA CITY, IOWA, SEI'I'LEMENT AGREEMENT Defendant. COMES NOW, Plaintiff Lewis Investments, Inc., and Defendant City of Iowa City ("City"), and hereby submit the following settlement agreement for court approval: AGREEMENT AS TO FACTS 1. Plaintiff Lewis Investments, Inc. is the contract vendor on the property legally described as Lots 7 and 8, Block 12, Manville Addition, commonly known as 426 Bayard Street, Iowa City, Iowa. As of November 16, 2001, said contract has been forfeited of record in favor of Lewis Investments, Inc. 2. David G. Wergeland is the sole stockholder of Lewis Investments, Inc., and as such, has proper authority and the authority of its Board to enter into this agreement. 3. Defendant City of Iowa City is a municipal corporation organized under the laws of the State of iowa. 4. On March 27, 2000, the City of Iowa City prepared a Notice of Declaration of Dangerous Building and Order to Vacate and Repair or Demolish the structure at 426 Bayard Street. The City declared the building a dangerous building pursuant to the 1997 Uniform Code of the Abatement of Dangerous Buildings. 5. By letter dated Apdl 21, 2000, the Plaintiff requested an appeal from that decision. The appeal was amended by Amendment of Notice to Appeal filed with the City Clerk on May 8, 2000. 6. Pursuant to the provisions of the Uniform Code for the Abatement of Dangerous Buildings, a hearing was held before a "hearing committee" of the Iowa City Board of Appeals on June 20, 2000. The hearing was held after a site inspection of 426 Bayard Street on that same date. 7. On August 8, 2000 the Secretary of the Board of Appeals submitted a Notice of Hearing with an attached written report of the Hearing Examiners and a proposed Decision of the Board regarding 426 Elayard Street. 8. The proposed Decision was then the subject of a hearing held on August 15, 2000 before the Iowa City Board of Appeals, which issued its final order August 17, 2000. 9. The final decision of the Board of Appeal found that the property at 426 Bayard Street constituted a dangerous building pursuant to the 1997 Uniform Code for the Abatement of Dangerous Buildings. The final decision further ordered the properly owner to repair or demolish the property within 30 days of the effective date of the decision. 10. To obtain a building permit to effectuate repair of the property, in addition to the standard requirements including plans and specifications, the property owner was required to post a performance bond in the amount of 100% of the assessed value of the property. 11, The decision of the Board of Appeals provided that if the property owner failed to take steps to repair the property, the City of Iowa City shall be authorized to demolish the structure located at 426 Bayard Street. 2 12. On September 26, 2000, Plaintiff instituted this action against the City of Iowa City alleging various causes of action based on the decision of the Board of Appeals and the performance bond requirement for conducting repairs on the structures at 426 Bayard Street, Iowa City, Iowa. SETTLEMENT TERMS NOW THEREFORE, the Parties to this action have reached an agreement in an attempt to settle their dispute and wish to have such agreement memorialized in writing and approved by the Court, the terms of said settlement being as follows: 1. The Parties agree that the trial date in this matter, currently set for November 2001, shall be rescheduled to a date occurring on or after May 1, 2002. 2. By 5 p.m. on January 18, 2002, Lewis Investments, Inc. shall perform an inspection of the structures located at 426 Bayard Street. Said inspection shall be performed by a third-party with knowledge and practice in the field of construction and rehabilitation, with said third-party to be agreed upon by the City and Lewis investments. Additionally, the City shall be given reasonable notice of the date and time of said inspection and shall have the right and opportunity to accompany said third-party during the inspection of the structures. The City shall be entitled to a copy of the report generated based on the above inspection upon issuance of said report to Lewis Investments, inc. AI} costs associated with said inspection and report shaft be borne by Lewis Investments, Inc. 3. By 5 p.m. on February 15, 2002, Lewis Investments, Inc. shall submit for City approval a preliminary Ran of Repair and Construction Schedule outlining the repairs necessary to bring said structures into compliance with the Iowa City Building Code and including a timetable by which said repairs/construction shall be completed. The proposed 3 timetable for completion of repairs shall not extend past May 1, 2002 without the execution of a wdtten addendum to this Settlement Agreement by both parties. The approval of a reasonable extension of said timetable for repairs beyond May 1, 2002 shall not be unreasonably withheld by City. The City shall review the submitted preliminary Plan of Repair and Construction Schedule for compliance with the iowa City Building Code and shall submit all necessary revisions and/or comments regarding compliance to Lewis Investments, Inc. or its designee within ten (10) calendar days of submittal of same to City. 4. By 5 p.m. on March 2, 2002, Lewis Investments, Inc. shall submit a final Plan of Repair and Construction Schedule outlining the repairs necessary to bring the structures into compliance with the iowa City Building Code and including the final timetable by which said repairs/construction shall be completed. The proposed timetable for completion of repairs shall not extend past May '1, 2002 without the execution of a written addendum to this Settlement Agreement by both parties. The approval of a reasonable extension of said timetable for repairs beyond May 1, 2002 shall not be unreasonably withheld by 5. By 5 p.m. on March 15, 2002, Lewis Investments, Inc. shall provide to City confirmation of engaging appropriate reputable contractors to perform the various repairs outlined in the final Plan of Repair and Construction Schedule. Said confirmation shall be provided to City by submission of copies of contracts with said contractors, and references for those contractors shall be available to City upon request. 6. By 5 p.m. on March 15, 2002, Lewis Investments, Inc. or its duly authorized contractor shall submit appropriate applications for those building permits necessary to effect the repairs outlined in the final Plan of Repair and Construction Schedule. All building permits issued in accord with the final Plan of Repair shall be limited in duration to the pedod of time outlined in the final Construction Schedule. Lewis Investments, Inc. will not be required to post a bond to obtain a building permit. 7. After issuance of the building permit, the City shall have the right of reasonable access to and reasonable inspection of the work in progress throughout the duration of the project. 8. Failure, as determined by the Building Official, to make substantial progress in the performance of the terms of this agreement, including but not limited to performing the inspection, submitting the preliminary or final Plan of Repair and Construction Schedule, engaging contractors, providing evidence of contracts, applying for permits, and/or completing repairs or construction as outlined above and/or in the final Plan of Repair and Constr.ction Schedule shall be deemed a failure to abide by the terms of this agreement and considered a default. 9. In the event of default, the rights of the parties to enforce this agreement shall not be limited or exclusive to this action. Rather, the parties shall have the right to pursue any and all legal and/or equitable remedies, including but not limited to, the enforcement of municipal infractions via citation, condemnation, rule to show cause for contempt and/or enforcement of the original Board of Appeal decision through this litigation, Further, in an action to enforce the terms of this agreement, the party against whom enforcement is sought shall be liable for the attorney's fees of the enforcing party upon application and coud order for same. 10. At all times during the effect of this Agreement, Lewis Investments, Inc. shall have the right and/or alternative to demolish the structures in question, either both or singly. .Nov 27 O1 Ol:Ofip p.1 __..NOV 27 2001 12:23PM DIRZ LAW FIRM 31~)33fi442B p.B However. the issuance of a demolition permit and completion of such demolition shall comply with the limelines outlined above, and shall in all cases be complete by May 1, 2002. 11. This Seffiement Agreement shall become effec~e only upon written approval and entry of a Cou~t o~der. Further, as this subject of this agreement is the property and sb'ucture~ as 426 Beyoral Street. Iowa City, Iowa. this agreement shall be binding upon the parties+ successors in interest andJot assigns. 17.. Upon completion and discharge of the terms and obligations contained in this agreement. Lewis Investments. Inc. shal} file a dismissal with prejudice of the instant action. and the City shall record, in the Johnso~ County Recerder-'s Office. an abandonment of its Notice of I~.daration of Dangerous Building and O,~ler to Vacate and Repair or Demolish he stn.~tums at 426 Bayard Sirset. WHEREFORE. Plaintiff' and Defendant pray that the Court approve this proposed settlement agreement and enter an order specifically approving and adopting the same. Respectfully subrnilted, By: By: ~5a~ ~L'~'~ Sarah E. Holecek LI00'i3167 a First Assistant City Attorney 8 Seuth Clinton Street 410 East Washington St. Iowa City. iowa 52240 lows City. iowa 52240 (319) 339-4350 (319) 356-5030 ATTORNEY FOR PLAINTIFF ATTORNEY FOR DEFENDANT PLAINTIFF. LEWIS iNVESTMENTS, INC. DEFENDANT. CITY OF IOWA CITY, David G, Wergelan~~''''X Ernest W. Lehman, Mayor Sole ~!ockholder 'Hov 27 O! 01:0Sp p.2 , HOV 27 2001 12:23PM DIRZ LRW FIRM 31933S442B PLAINTIFFS' ACKNOWLEDGEMENT STATE OF~'~_,.~.~,,~,~,. ) )SS: On this ~ day of ~ ~\ / . 2001, pefol:e me, the undersigned, a Notan/Public in and for said County. in said State. personally appeared David G. Wergeland, to me personally known, who being by me duly swom did say that he is the individual named in the within and foregoing instrument, that said instrument was signed by him individually and by the cor~oralion, Lewis Investments, Inc., in his official capacity as sole stockholder NotaP/public - Arizona STATE OF IOWA ) ) SS: JOHNSON COUNT7 ) On this c~'~ day ofk\~,.,e,,,,~.r. 2OOl. b~:fom me, the undersignsd, aNotan/Pub}ic in and for Said County, in said State. personally 8ppeared Ernest W. Lehmsn and Madan K. K~rr, to me personatiy known, who being be me duty sworn. did say that lhey am the Mayor and City Clerk, raspactively of said municipal corporalion executing the foregoing instrument; thai the seal affixed thereto is the sesI of said munidpal corporation; that said inslrument was signed and sealed on behalf of said municipal corporatjo~ by authorlly of City council of said municipal corporation; and that the Emest W. Lehman and Madan K. Karr acknowledged that execution Of said instrument to be the voluntary act and deed of said munidpal corporation and by them voluntarily executed.