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HomeMy WebLinkAbout2020-04-20-J01J GO Urban Renewal Bonds Series 2020A_Authorize Issuance, Approve TECAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: April 20, 2020 AGENDA ITEM:Consideration of approval of a resolution authorizing and providing for the issuance, and levying a tax to pay the bonds; approval of the Tax Exemption Certificate [$12,800,000 General Obligation Urban Renewal Bonds, Series 2020A] FORMAT:Consent Agenda SYNOPSIS INCLUDING PRO & CON: FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$12,800,000 COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: City Bond Counsel has provided the proceedings. RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution PREPARED BY:Becky Schuett REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: J1J RESOLUTION 2020-__________ RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $12,800,000 GENERAL OBLIGATION URBAN RENEWAL BONDS, SERIES 2020A, AND LEVYING A TAX TO PAY SAID BONDS; APPROVAL OF THE TAX EXEMPTION CERTIFICATE WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Iowa Code chapter 403 and the Urban Renewal Plan for the Waukee Consolidated Urban Renewal Area, including the Tenth Street and Sunrise Phase IIA Projects, essential corporate urban renewal purpose project(s), and it is deemed necessary and advisable that the City issue General Obligation Urban Renewal Bonds, for such purpose(s) to the amount of not to exceed $12,800,000 as authorized by Sections 384.25 and 403.12 of the Code of Iowa; and WHEREAS, pursuant to notice published as required by Sections 384.25 and 403.12 this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of said Bonds, and all objections, if any, to such Council action made by any resident or property owner of the City were received and considered by the Council; and no petition having been filed, it is the decision of the Council that additional action be taken for the issuance of said Bonds for such purpose(s), and that such action is considered to be in the best interests of the City and the residents thereof; and WHEREAS, in accordance with Iowa Code chapter 75, the Bonds were sold to Key Government Finance, Inc. ("Purchaser"). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WAUKEE, STATE OF IOWA: Section 1.Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Bond Fund" shall mean the fund created in Section 3 of this Resolution. • "Bonds" shall mean $12,800,000 General Obligation Urban Renewal Bonds, Series 2020A, authorized to be issued by this Resolution. • "Default Rate" shall mean an annual rate of interest equal to the sum of then applicable interest rate on the Bonds and 4.0%. • "Issuer" and "City" shall mean the City of Waukee, State of Iowa. • "Paying Agent" shall mean UMB Bank, N.A., or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Bonds as the same shall become due. • "Project" shall mean the costs of aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Iowa Code chapter 403 and the Urban Renewal Plan for the Waukee Consolidated Urban Renewal Area, including the Tenth Street and Sunrise Phase IIA Projects. • "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. • "Purchaser" shall mean Key Government Finance, Inc., a Colorado corporation. • "Rebate Fund" shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. • "Registrar" shall mean UMB Bank, N.A. of West Des Moines, 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. • "Resolution" shall mean this resolution authorizing the Bonds. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Bonds. • "Treasurer" shall mean the Director of Finance or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. Section 2.Levy and Certification of Annual Tax; Other Funds to be Used. a)Levy of Annual Tax. That for the purpose of providing funds to pay the principal and interest of the Bonds hereinafter authorized to be issued, there is hereby levied for each future year the following direct annual tax on all of the taxable property in the City of Waukee, State of Iowa, to-wit: AMOUNT FISCAL YEAR (JULY 1 TO JUNE 30) YEAR OF COLLECTION $ 593,546.67* 2020/2021 $ 593,750.00 2021/2022 $ 681,762.50 2022/2023 $ 762,732.50 2023/2024 $ 901,767.50 2024/2025 $ 972,577.50 2025/2026 $1,211,560.00 2026/2027 $1,215,060.00 2027/2028 $1,213,022.50 2028/2029 $1,215,555.00 2029/2030 $1,212,550.00 2030/2031 $1,214,115.00 2031/2032 $1,215,142.50 2032/2033 $1,215,632.50 2033/2034 $1,215,585.00 2034/2035 *Payable from available cash on hand. (NOTE: For example the levy to be made and certified against the taxable valuations of January 1, 2019 will be collected during the fiscal year commencing July 1, 2020.) b)Resolution to be Filed With County Auditor. A certified copy of this Resolution shall be filed with the Auditor of Dallas County, Iowa and the Auditor is hereby instructed in and for each of the years as provided, to levy and assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied and assessed, and such taxes so levied in and for each of the years aforesaid be collected in like manner as other taxes of the City are collected, and when collected be used for the purpose of paying principal and interest on said Bonds issued in anticipation of the tax, and for no other purpose whatsoever. c)Additional City Funds Available. Principal and interest coming due at any time when the proceeds of said tax on hand shall be insufficient to pay the same shall be promptly paid when due from current funds of the City available for that purpose and reimbursement shall be made from such special fund in the amounts thus advanced. Section 3.Bond Fund. Said tax shall be assessed and collected each year at the same time and in the same manner as, and in addition to, all other taxes in and for the City, and when collected they shall be converted into a special fund within the Debt Service Fund to be known as the "2020 GENERAL OBLIGATION BOND FUND NO. 1" (the "Bond Fund"), which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its proportion of taxes received by the City from property that is centrally assessed by the State of Iowa. Section 4.Application of Bond Proceeds. Proceeds of the Bonds, other than accrued interest except as may be provided below, shall be credited to the Project Fund and expended therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution. Section 5.Investment of Bond Fund Proceeds. All moneys held in the Bond Fund, provided for by Section 3 of this Resolution shall be invested in investments permitted by Chapter 12B, Code of Iowa, as amended, or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for payment of principal of or interest on the Bonds as herein provided. Section 6.Bond Details, Execution and Redemption. a)Bond Details. General Obligation Urban Renewal Bonds of the City in the amount of $12,800,000, shall be issued pursuant to the provisions of Sections 384.25 and 403.12 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated "GENERAL OBLIGATION URBAN RENEWAL BOND, SERIES 2020A", be dated May 7, 2020, and bear interest at a rate of 2.15% per annum from said date, until payment thereof, at the office of the Paying Agent, said interest payable on December 1, 2020, and semiannually thereafter on the 1st day of June and December in each year until maturity as set forth on the Debt Service Schedule attached to the Bond as Exhibit A and incorporated herein by this reference. As set forth on said Debt Service Schedule, principal shall be payable on June 1, 2021 and annually thereafter on the 1st day of June in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 1, 2035. A single Bond in the aggregate principal amount of $12,800,000 shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk, and impressed or printed with the seal of the City and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the Purchaser. The Bond shall be paid in accordance with the Debt Service Schedule attached to the Bond reflecting principal retirement as follows: Principal Amount Interest Rate Maturity June 1st $ 300,000 2.150% 2021 $ 325,000 2.150% 2022 $ 420,000 2.150% 2023 $ 510,000 2.150% 2024 $ 660,000 2.150% 2025 $ 745,000 2.150% 2026 $1,000,000 2.150% 2027 $1,025,000 2.150% 2028 $1,045,000 2.150% 2029 $1,070,000 2.150% 2030 $1,090,000 2.150% 2031 $1,115,000 2.150% 2032 $1,140,000 2.150% 2033 $1,165,000 2.150% 2034 $1,190,000 2.150% 2035 In the event the Issuer fails to timely pay an interest or principal installment when due, such installment shall begin to accrue interest at the Default Rate, and if said failure continues for 90 days, the entire outstanding principal of the Bond shall begin accruing interest at the Default Rate until the default is cured. b)Redemption. i.Optional Redemption. Bonds may be called for early redemption by the Issuer in whole, but not in part, on any date, from any funds regardless of source, in any order of maturity. The terms of redemption shall be par, plus accrued interest to date of call. However, optional redemptions by the Issuer hereunder occurring on or before May 7, 2023 shall be subject to a prepayment premium of 102%. The Issuer may prepay the Bond in part (without premium) on June 1 of each year, up to a maximum annual amount of $640,000. This partial prepayment right does not accumulate year to year. Five days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All Bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided the registered owner thereof has received funds for such redemption. Written notice will be deemed completed upon transmission to the owner of record. c)Urban Renewal Purposes. The Bonds are hereby declared to be issued for essential public and governmental purposes for qualified urban renewal projects. The Bonds shall recite in substance that they have been issued by the City in connection with an urban renewal project as defined by Chapter 403 of the Code of Iowa, and in any suit, action or proceeding involving the validity or enforceability of any bond issued hereunder or the security therefor, such Bond shall be conclusively deemed to have been issued for such purpose and such project shall be conclusively deemed to have been planned, located and carried out in accordance with the provisions of Chapter 403 of the Code of Iowa. Section 7.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. UMB Bank, N.A. is hereby appointed as Bond Registrar under the terms of this Resolution and under the provisions of a separate agreement with the Issuer filed herewith which is made a part hereof by this reference. Registrar shall maintain the books of the Issuer for the registration of ownership of the Bonds for the payment of principal of and interest on the Bonds as provided in this Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Bonds and in this Resolution. b)Transfer. The ownership of any Bond may be transferred only upon the Registration Books kept for the registration and transfer of Bonds and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form attached to the Bonds or otherwise as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Bond (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Bond, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. c)Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in accordance with the provisions of this Resolution. d)Ownership. As to any Bond, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. e)Cancellation. All Bonds which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer. f)Non-Presentment of Bonds. In the event any payment by check, wire, or electronic transfer of funds representing payment of principal of or interest on the Bonds is returned to the Paying Agent or if any bond is not presented for payment of principal at final maturity, if funds sufficient to pay such principal of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent shall surrender any remaining funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of such interest or Bonds of whatever nature shall be made upon the Issuer. g)Registration and Transfer Fees. The Registrar may furnish to the Purchaser, at the Issuer's expense, one bond for the aggregate amount, payable in accordance with the Debt Service Schedule attached thereto. Section 8.Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 9.Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their designated agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Bonds to the extent of the payments so made. Upon receipt of the final payment of principal, the holder of the Bond shall surrender the Bond to the Paying Agent. Section 10.Execution, Authentication and Delivery of the Bonds. Upon the adoption of this Resolution, the Mayor and Clerk shall execute the Bonds by their manual or authorized signature and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Bonds shall be authenticated and delivered by the Registrar unless and until there shall have been provided the following: 1.A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds; 2.A written order of Issuer signed by the Treasurer of the Issuer directing the authentication and delivery of the Bonds to or upon the order of the Purchaser upon payment of the purchase price as set forth therein; 3.The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the validity and legality of all the Bonds proposed to be issued. Section 11.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. Section 12.Form of Bond. Bonds shall be printed substantially in the form as follows: "STATE OF IOWA" "COUNTY OF DALLAS" "CITY OF WAUKEE" "GENERAL OBLIGATION URBAN RENEWAL BOND" "SERIES 2020A" ESSENTIAL CORPORATE URBAN RENEWAL PURPOSE Rate: __________ Maturity: __________ Bond Date: May 7, 2020 "Registered" Certificate No. __________ Principal Amount: $_______________ The City of Waukee, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, to KEY GOVERNMENT FINANCE, INC. TAX ID: _______________ or registered assigns, the principal sum of TWELVE MILLION EIGHT HUNDRED THOUSAND DOLLARS in lawful money of the United States of America, on the maturity dates and in the principal amounts set forth on the Debt Service Schedule attached hereto and incorporated herein by this reference, with interest on said sum from the date hereof until paid at the rate of 2.15% per annum, at the office of UMB Bank, N.A., Paying Agent of this issue, or its successor, payable on December 1, 2020, and semi-annually thereafter on the 1st day of June and December in each year. As set forth on said Debt Service Schedule, principal shall be payable on June 1, 2021 and annually thereafter on the first day of June in the amounts set forth therein until principal and interest are fully paid, except that the final installment of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 1, 2035. Interest and principal shall be paid to the registered holder of the Bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30- day months. This Bond is issued pursuant to the provisions of Sections 384.25 and 403.12 of the Code of Iowa, for the purpose of paying costs of aiding in the planning, undertaking and carrying out of urban renewal projects under the authority of Iowa Code chapter 403 and the Urban Renewal Plan for the Waukee Consolidated Urban Renewal Area, including the Tenth Street and Sunrise Phase IIA Projects, in conformity to a Resolution of the Council of said City duly passed and approved on April 20, 2020, the terms of which are incorporated herein by this reference. Bonds may be called for early redemption by the Issuer in whole, but not in part, on any date, from any funds regardless of source, in any order of maturity. The terms of redemption shall be par, plus accrued interest to date of call. However, optional redemptions by the Issuer hereunder occurring on or before May 7, 2023 shall be subject to a prepayment premium of 102%. The Issuer may prepay the Bond in part (without premium) on June 1 of each year, up to a maximum annual additional prepayment amount of $640,000 (5% of the original par amount). This partial prepayment right does not accumulate year to year. Five days' written notice of redemption shall be given to the registered owner of the Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein shall not affect the validity of any proceedings for the redemption of the Bonds. All bonds or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Written notice will be deemed completed upon transmission to the owner of record. Ownership of this Bond may be transferred only by transfer upon the books kept for such purpose by UMB Bank, N.A., the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Bond at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Bondholders of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer contained in the Resolution. This Bond and the series of which it forms has been issued by the City in connection with an urban renewal project as defined in Chapter 403 of the Code of Iowa, and in any suit, action or proceeding involving the validity or enforceability of any bond issued hereunder or the security therefor, such Bond shall be conclusively deemed to have been issued for such purpose and such project shall be conclusively deemed to have been planned, located and carried out in accordance with the provisions of Chapter 403 of the Code of Iowa. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Bond, have been existent, had, done and performed as required by law; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the territory of the Issuer for the payment of the principal and interest of this Bond as the same will respectively become due; that such taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest; and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be authenticated by the manual signature of an authorized representative of the Registrar, UMB Bank, N.A., West Des Moines, Iowa. Date of authentication:_______________________ This is one of the Bonds described in the within mentioned Resolution, as registered by UMB Bank, N.A. UMB BANK, N.A., Registrar By: ______________________________________________ Authorized Signature Registrar and Transfer Agent: UMB Bank, N.A. Paying Agent: UMB Bank, N.A. SEE REVERSE FOR CERTAIN DEFINITIONS (Seal) (Signature Block) CITY OF WAUKEE, STATE OF IOWA By: ___________(manual or facsimile signature)_____________ Mayor ATTEST: By: ___________(manual or facsimile signature)_____________ City Clerk (Information Required for Registration) ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto _________________________ (Social Security or Tax Identification No. _______________) 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 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 rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - .......... Custodian .......... (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act................... (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST [Attach Debt Service Schedule] (End of form of Bond) Section 13.Closing Documents. The Mayor and City Clerk are authorized and directed to execute, attest, seal and deliver for and on behalf of the City any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 14.Contract Between Issuer and Purchaser. This Resolution constitutes a contract between said City and the purchaser of the Bonds. Section 15.Non-Arbitrage Covenants. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that throughout the term of the Bonds it will comply with the requirements of statutes and regulations issued thereunder. To the best knowledge and belief of the Issuer, there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. Section 16.Approval of Tax Exemption Certificate. Attached hereto is a form of Tax Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of the Bonds. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Director of Finance is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date. In the event the Internal Revenue Service issues a final determination that the Bond does not qualify for tax exemption under section 103 of the Tax Code of 1986, as amended, the interest rate on the Bonds shall increase to 2.72% per annum on the outstanding principal amount of the Bond. Section 17.Additional Covenants, Representations and Warranties of the Issuer. The Issuer certifies and covenants with the Purchaser that the Issuer through its officers: (a) will provide annual audited financials including operating statistics to Purchaser within 270 days of the Issuer’s fiscal year end; (b) will provide a copy of the Annual Operating Budget for the upcoming financial year within 60 days of fiscal year end; (c) will provide such other financial reports as Purchaser may reasonably request (provided, such are generally prepared in the normal course of Issuer’s affairs); (d) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Bonds; (c) consult with Bond Counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds;(e) file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 18.Amendment of Resolution to Maintain Tax Exemption. This Resolution may be amended without the consent of any owner of the Bonds if, in the opinion of Bond Counsel, such amendment is necessary to maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. Otherwise, this Resolution may only be amended with the prior written consent of each owner of the Bonds. Section 19.Repeal of Conflicting Resolutions or Ordinances. All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. Section 20.No Consent. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Resolution or the Bonds shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. Section 21.Severability Clause. If any section, paragraph, clause or provision of this Resolution be held invalid, such invalidity shall not affect any of the remaining provisions hereof, and this Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 20th day of April, 2020. Mayor ATTEST: City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman X R. Charles Bottenberg X Chris Crone X Larry R. Lyon X Ben Sinclair X