IOWA CENTRAL COMMUNITY COLLEGE ONE TRITON CIRCLE …

MERGED AREA (EDUCATION) V COMMUNITY COLLEGE DISTRICT IOWA CENTRAL COMMUNITY COLLEGE

ONE TRITON CIRCLE FORT DODGE, IA 50501

AGENDA FOR THE REGULAR MEETING OF THE BOARD OF DIRECTORS

Triton Café-Warren Hunt Conference Center, Room 100-101 October 8, 2019

5:00 PM

I. Call to OrderII. Approve AgendaIII. Consent Agenda

1. MinutesA. September 10, 2019 regular meeting and the September 20, 2019 special meeting

2. Bills and Claims for PaymentA. For the months ending September 30, 2019

3. CommunicationsA. Hires

Erin K. Broich:Adult Education and Literacy Instructor; effective October 14, 2019; with salary atthe annual rate of $36,968.00.

Jacob R. Bennett:Enrollment and Recruiting Specialist; effective October 2, 2019; with salary at the annual rate of $36,968.00.

Keegan D. Gerrard:Computer System Analyst; effective October 1, 2019; with salary at the annual rate of $58,000.00.

Tamala R. Douglas:Corrections Education Associate; effective October 28, 2019; with salary at the annual rate of $36,968.00.

B. ResignationsAriel L. Bertran:Business Office Coordinator; effective October 7, 2019.Ronnie L. Yetmar Henry:Corrections Education Associate; effective September 10, 2019.

4. Secretary ReportsA. Financial Reports

Attached are the reports for the General, Auxiliary, Plant, Agency, Scholarship, andLoan funds for the months ending September 30, 2019

pgs. 4-8 and 9-10

pgs. 11-23

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pgs 111-132

IV. President’s Reports1. At the September 10, 2019 Board meeting a resolution was passed setting Tuesday,

October 8th, 2019, at 5:00 p.m. as the date and time to hold a public hearing on theproposition of the issuance of $7,120,000 Dormitory Revenue Refunding Bonds. Thenecessary publication has taken place. The hearing will be conducted and the Board canthen act on the issuance. Information is attached. The Board is asked to approve thefollowing resolutions.

A. Resolution Directing the Sale and Delivery.B. Resolution Appointing Trustee, Approving the First Supplemental Indenture and

Authorizing the Execution of Same for the Bonds.C. Approval of Tax Exemption Certificate.D. Approval of Continuing Disclosure Certificate.E. Resolution Authorizing the Issuance.F. Resolution Authorizing the Redemption of Outstanding Dormitory Revenue

Refunding Bonds, Series 2012AG. Resolution Authorizing the Redemption of Outstanding Dormitory Revenue

Refunding Bonds, Series 2012BH. Resolution Authorizing the Redemption of Outstanding Dormitory Revenue

Bonds, Series 2012C

2. General Obligation Refunding School BondsThe Board will be asked to approve the following resolutions for the $8,675,000 GeneralObligation School Refunding Bonds, Series 2019. Information is attached.

A. Resolution Directing the SaleB. Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent, Approving

the Paying Agent, Bond Registrar and Transfer Agent Agreement, and Authorizingthe Execution of Same

C. Approval of form of Tax Exemption Certificate.D. Approval of Continuing Disclosure Certificate.E. Resolution Authorizing the Issuance of Bonds.F. Resolution Authorizing the Redemption of Outstanding General Obligation

Refunding School Bonds, Series 2012 Dated December 28, 2012G. Resolution Authorizing the Redemption of Outstanding General Obligation

Refunding School Bonds, Series 2013 Dated February 20, 2013

3. Plant Fund General Obligation Refunding Capitol Loan NotesThe Board will be asked to approve the following resolutions for the $3,780,000 PlantFund General Obligation Refunding Capital Loan Notes, Series 2019. Information isattached.A. Resolution Directing the Sale.B. Resolution Appointing Paying Agent, Note Registrar, and Transfer Agent, Approving

the Paying Agent, Note Registrar and Transfer Agent Agreement, and Authorizingthe Execution of Same.

C. Approval of form of Tax Exemption CertificateD. Approval of Continuing Disclosure Certificate.

pgs. 24-58

pgs. 59-83

pgs. 84-108

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E. Resolution Authorizing the Issuance of $3,780,000 Plant Fund General ObligationRefunding Capital Loan Notes, Series 2019, Levying a Tax for the Payment Thereof,and Authorizing the Execution of a Loan Agreement.

F. Resolution Authorizing the Redemption of Outstanding General Obligation CapitalLoan Notes, Series 2011 Dated August 1, 2011

4. 2020-2021 Faculty CalendarThe Board will be asked to approve the 2020-2021 Faculty Calendar. Information isattached

5. Fall 2019 College Report

6. 2019-2020 Athletic Report

7. Secretary’s Annual Report

8. Kosovo ReportThe Board will receive a report from Dr. Kinney on the recent joint visit to Kosovo.

9. Foundation UpdateThe Board will receive an update from Larry Hecht on the September 2019 FoundationBoard meeting.

10. Possible Closed Session on Litigation:A closed session may be necessary to discuss litigation.

11. Possible Closed Session on Negotiations Strategy:A closed session may be necessary to discuss negotiations strategy.

12. Possible Closed Session on Personnel:A closed session may be necessary to discuss personnel.

13. Possible Closed Session on Real Estate:A closed session may be necessary to discuss real estate.

14. Board Communication

15. Events, Notes, Etc.

16. Unfinished Business

17. New Business

18. Adjournment

The next regular meeting of the Board is scheduled for Tuesday November 12, 2019

pg. 109

pg. 110

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ONE TRITON CIRCLE FORT DODGE, IOWA 50501

MINUTES FOR THE REGULAR MEETING OF THE BOARD OF DIRECTORS

Tuesday, September 10, 2018

The Board of Directors of Merged Area (Education) V Community College District (IOWA CENTRAL COMMUNITY COLLEGE) met in regular session at 5:00 p.m., Tuesday, September 10, 2018, in the Warren Hunt Conference Center of the Triton Café, One Triton Circle, Fort Dodge, Webster County, Iowa.

I. Call to Order The meeting was called to order by the President of the Board. The following members were found to be present: Tom Chelesvig, Mark Crimmins, Darrell Determann, Larry Hecht, Deb Loerch, Doug McDermott, Bennett O’Connor, Terri Wessels, and Connie Smith. Also present for the meeting were President, Dr. Dan Kinney; Vice Presidents, Tom Beneke, Dr. Stacy Mentzer, Jim Kersten, and Angie Martin, Mary Ludwig; and Secretary, Ally Walter.

II. Approve Agenda Moved by Larry Hecht and seconded by Darrell Determann to approve, as presented. Motion carried unanimously.

III. Consent Agenda 1. Minutes

A. August 13, 2019 regular meeting minutes

2. Bills and Claims for Payment A. For the month ending August 31, 2019

3. Communications A. Hires

Ashley A. Garst: Technical Theater Coordinator and Decker Auditorium Assistant; effective August 26, 2019; with salary at the annual rate of $31,233.00. Cassandra J. Roest:

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Simulation Center Support Technician; effective August 26, 2019; with salary at the annual rate of $30,932.00. Lorrie A. Breeden: Custodian; effective August 19, 2019; with salary at the annual rate of $25,480.00.

B. Terminations

Christina E. Murray: Willow Ridge Food Service Manager and Adjunct Instructor; effective September 30, 2019. Jodi J. Vannoni: Willow Ridge Assistant Manager and Adjunct Instructor; effective August 30, 2019. Kayla M. Reeves: Willow Ridge Assistant Food Service Manager and Adjunct Instructor; effective August 30, 2019.

4. Secretary Reports

A. Financial Reports: Attached are the reports for the General, Auxiliary, Plant, Agency, Scholarship, and Loan Funds for the month ending August 31, 2019

Moved by Darrell Determann and seconded by Deb Loerch to approve. Motion carried unanimously.

IV. President

1. Approve Transfer Majors: The Board will be asked to approve the following Transfer Majors.

AS Degree 1. Mathematics 2. Physics 3. Chemistry AA Degree 1. Physics

2. Sociology 3. Early Childhood Teacher Licensure

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Moved by Larry Hecht and seconded by Bennett O’Connor to approve. Motion carried unanimously.

2. Resolution Approving the Plant Fund General Obligation Refunding Capitol Loan

Notes: The Board will be asked to approve the Plant Fund General Obligation Refunding Capitol Loan Notes, Series 2019 for approximately $3,780,000.00.

Moved by Terri Wessels and seconded by Tom Beneke to approve the resolution approving the preliminary official statement. Upon roll call vote by the Secretary, all members present voting aye, the motion carried unanimously.

3. Resolution Approving the General Obligation School Refunding Bonds: The Board will be asked to approve the General Obligation School Refunding Bonds, Series 2019 for approximately $8,675,000.00.

Moved by Darrell Determann and seconded by Connie Smith to approve the resolution approving the preliminary official statement. Upon roll call vote by the Secretary, all members present voting aye, the motion carried unanimously.

4. Resolution Approving the Dormitory Revenue Refunding Bonds: The Board will be asked to approve the Dormitory Revenue Refunding Bonds, Series 2019 for approximately $7,120,000.00.

Moved by Larry Hecht and seconded by Terri Wessels to set Tuesday October 8, 2019 at 5:00 p.m. as the date and time for a public hearing on the issuance of Dormitory Revenue Refunding Bond, Series 2019. The resolutions instituting proceedings to take additional action, directing publication of notice, and approving the preliminary official statement were approved. Upon roll call vote by the Secretary, all members present voting aye, the motion carried unanimously.

5. Enrollment Management Report: The Enrollment Management Report will be presented to the Board.

Presented

6. Treasurer’s Annual Report: Attached for Board Acceptance is the Treasurer’s Annual Report.

Moved by Larry Hecht and seconded by Connie Smith to approve. Motion carried unanimously.

7. Enrollment Update: The board will receive an update on Fall 2019 Enrollment.

Updated

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8. Last Dollar Scholar Update: The Board will receive an update on the Fall 2019 numbers for Last Dollar Scholar.

Updated

9. Hall of Fame Update: The Board will receive an update on the 2019 Homecoming Hall of Fame.

Updated

10. IACCT Update: The Board will receive an update on Trustees meetings. Updated.

11. Possible Closed Session on Litigation:

A closed session may be necessary to discuss litigation. Not Needed

12. Possible Closed Session on Negotiations Strategy: A closed session may be necessary to discuss negotiations strategy. Not needed.

13. Possible Closed Session on Personnel:

A closed session may be necessary to discuss personnel. Not needed.

14. Possible Closed Session on Real Estate: A closed session may be necessary to discuss real estate.

Not needed.

V. Board Communication A. Events, notes, etc.

Presented.

VI. Unfinished Business None.

VII. New Business None.

VIII. Adjournment Moved by Connie Smith and seconded by Deb Loerch to approve. Motion carried unanimously.

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Next Meeting A special call in meeting of the Board is scheduled for September 20th, 2019 at 12:00 p.m. Those in attendance will meet in Dr. Kinney’s Office. The next regular meeting of the Board is scheduled Tuesday, October 8, 2019, at 5:00 p.m.

Allyson Walter Secretary ATTEST: Mark R. Crimmins President

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ONE TRITON CIRCLE FORT DODGE, IOWA 50501

MINUTES FOR THE SPECIAL MEETING OF THE BOARD OF DIRECTORS

Monday, September 23, 2018

The Board of Directors of Merged Area (Education) V Community College District (IOWA CENTRAL COMMUNITY COLLEGE) met in special session at 12:00 p.m., Friday, September 20, 2019, in the Student Services Building Room 104, One Triton Circle, Fort Dodge, Webster County, Iowa.

I. Call to Order The meeting was called to order by the Vice President of the Board. The following members were found to be present: Tom Chelesvig, Darrell Determann, Deb Loerch, Doug McDermott, Bennett O’Connor, Connie Smith, Terri Wessels. Absent: Mark Crimmins, arrived at 12:12 pm. Also present for the meeting were President, Dr. Dan Kinney; Jim Kersten, and Angie Martin; and Secretary, Ally Walter.

II. Approve Agenda Moved by Bennett O’Connor and seconded by Tom Chelesvig to approve, as presented. Motion carried unanimously.

III. Special Topics of Discussion:

A. Approval of Bids for the Budget Host Asbestos Removal Bids for the Budget Host Asbestos Removal were opened at 2:00 p.m., Tuesday September 17th. It is recommended to award the contract to Site Services.

Moved by Bennett O’Connor and seconded by Connie Smith to approve. Upon roll call vote by the Secretary, all members present voting aye, the motion carried unanimously.

B. Approval of Bids for the Budget Host Demolition

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Bids for the Budget Host Demolition were opened at 2:00 p.m., Tuesday September 17th. It is recommended to award the contract to Rasch Construction.

Moved by Tom Chelesvig and seconded by Deb Loerch to approve. Upon roll call vote by the Secretary, all members present voting aye, the motion carried unanimously. *President Mark Crimmins arrived just after this roll call vote at 12:12pm.

III. Adjournment. Moved by Tom Chelesvig and seconded by Larry Hecht to approve. Motion carried unanimously. Next Meeting The next regular meeting of the Board is scheduled Tuesday, October 8, 2019, at 5:00 p.m.

Allyson Walter Secretary ATTEST: Mark R. Crimmins President

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VENDOR NAME ID TOTAL AMT

RDG Media Inc. 0303677 995.00

1st Avenue Chiropractic PC 0035731 156.00

8th Note Music 0131227 231.00

A Plus Auto Glass 0226654 627.74

ACUI 0301653 4050.00

ADP Screening & Selection Services 0227021 408.48

ASI Signage Innovations 0000707 291.25

AT&T 0072904 184.67

AWOGS 0314618 267.00

Adams, Neale 0000028 99.20

Advanced Systems Inc 0000720 5158.58

Advanced Systems Inc 0000721 5155.64

Ag Advantage 0295991 225.00

Airgas USA LLC 0000729 13815.87

Aljets, Gary 0278968 23.48

Alliant Energy 0000736 44.87

Amazon.com 0019571 3046.58

American Dental Hygienists Association 0093990 1950.00

Anderson, Andrew 0035712 450.00

Anderson, Danielle 0068418 47.04

Andy Kennebeck INC 0326813 2808.96

Aramark Uniform Services 0108657 2169.36

Archibald, Mike 0313363 750.00

Arklie, Anne 0044313 254.00

Arnold Motor Supply 0000765 7264.38

Asics America 0161097 191.33

Assessment Technologies Institute LLC 0029155 231930.00

Athletics for Education & Success 0235443 800.00

B&H Photo Video 0000785 32167.27

BFG Supply Company LLC 0208230 140.05

Bach, Graceann 0293145 146.08

Barnes PRCA Rodeo 0314513 15000.00

Bauer, Warren 0000066 50.00

Beauchamp, Jared 0203886 119.76

Becker Florist, Inc. 0000812 118.00

Becker, Michael 0011845 750.00

Beissers Inc 0000816 7252.11

Bemrich Electrical Service 0000817 2800.00

Benton, Alexjuandra 0273430 228.25

Bergman Plumbing Inc 0000821 145.00

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IOWA CENTRAL COMMUNITY COLLEGEACCOUNTS PAYABLE TRANSACTIONS

September 2019

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Best Co LLC 0254702 3691.02

Bice, Jim 0002295 125.00

Bidleman, Julaine 0097387 20.00

Billups, Derek 0326763 170.00

Black Hills Energy 0077485 233.27

Blackhawk Sprinklers 0000830 5868.83

Blomberg, Brenda 0327241 48.33

Blue Ribbon Waters 0068362 745.00

Blunk, Shelly 0003140 240.72

Boekhoff, Greg 0285087 135.00

Bolton, Adam 0314240 332.50

Bomgaars 0000839 93.16

Bound Tree Medical LLC 0000843 108.86

Bradford, Jodi 0327020 125.00

Bradford, Michael 0327244 75.00

Brandhorst, Mat 0327023 200.00

Brown Supply Co Inc 0000850 355.32

Brown, Daniel 0008555 894.00

Brown, Mark 0327022 20.00

Buena Vista County Treasurer 0022773 125.00

Buhrow, Luke 0283369 310.00

Bunting, Brad 0109747 185.00

C&C Designs Ltd 0324774 1912.50

CDW G 0000884 40089.22

Calvert & Johnson 0000907 59.00

Cargill Corn Milling North America 0207399 7320.43

Carlson Auto 0112017 889.20

Casady Bros Implement Inc 0003712 280.48

Cascade Fire Equipment Co 0324775 1000.00

Caseys General Store 0208133 481.00

Central Community College 0021253 400.00

Central Iowa Building Supply Inc 0002719 22483.39

Central Iowa Distributing 0000926 13185.67

CenturyLink 0001846 48.26

Certifed Testing Services, Inc 0274401 2447.00

Chelesvig, Tom 0002304 284.80

Chile Pepper Cross Country 0238033 605.00

Choice Printing 0002192 2252.14

Christofferson, Rod 0270901 175.00

City of Fort Dodge 0000949 2080.75

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City of Storm Lake 0000947 85.11

City of Webster City 0000951 3634.04

Clarion Distributing 0147308 156.00

Clark Richardson & Biskup ConsultingýEngineers Inc 0309127 7500.00

Clark, Ashlyn 0292038 1200.00

Clark, J 0299725 715.00

Clarke University 0230448 375.00

Clean Harbors Environmental Services Inc 0004250 581.28

Cleveland, Christopher 0120699 52.80

Colorize 0044425 17.22

Communications Engineering Company 0232381 630.00

Community and Family Resources 0000985 960.00

Coolwick 0326053 2500.00

Crescent Electric Supply Co 0001013 1297.02

Crimmins Welding & Fabrication Inc 0144764 3516.66

Cross, Aileen 0327242 48.33

Cross, Carl 0327021 10.00

Cummins Inc. 0072297 1875.00

D & K Products 0001021 2613.57

DMACC Volleyball 0223665 200.00

DMK Enterprises, Inc 0299726 2000.00

Daily Freeman Journal 0001034 365.00

Daniel Tire Company 0001037 1425.00

Danielson, Cynthia 0045700 1197.03

DataVizion LLC 0326304 9074.25

Davis, Paul 0236838 135.00

DeCoursey, Paul 0000167 96.00

DeWald, Pamela 0000168 200.00

DeWall, Cindy 0053948 102.77

Decker Sporting Goods 0002388 3791.25

Dellinger, Lisa 0284952 115.20

Dencklau, Dawn 0019600 168.00

Department of Education AWG 0002404 353.90

Designs by U 0327135 18.90

Determann, Darrell 0028206 275.20

Deuel, Scott 0266682 125.00

Devers, Abbey 0006250 108.00

Diamond Vogel Paints 0001070 2231.46

Dickerson, Saba 0311773 100.00

Dimensional Innovations Build 0323089 80770.18

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Dix, Ethan 0315667 270.00

Dixon, Sharyn 0327246 20.00

Doage, Michelle 0327238 200.00

Doolittle Oil Co. 0001080 1600.24

Doyle, Kylia 0098996 35.79

Draper, Chris 0313756 500.00

Dueker, Elizabeth 0043564 79.34

Dutcher, Richard 0024229 125.00

Eagle Grove Mun. Utilities 0001113 188.43

Echo Group 0095788 7608.01

Ecolab 0001119 389.13

Educational Testing Services (ETS) 0245117 451.50

Electrical Materials 0001131 195.83

Ellucian Company LP 0001039 2738.62

England, Naomi 0245746 1336.50

Erickson, Preston 0325325 256.50

Europa Sports Products 0089673 1284.17

Evenson, Julie 0044458 53.24

FBG Service Corporation 0318947 458.00

FDSH Athletic Booster Club 0238667 100.00

Family Bowling Center 0001182 1760.00

Farm News 0001187 805.00

Fastenal Company 0001191 2370.14

Federal Express Corporation 0001193 1411.93

Ferguson Enterprises Inc 0001194 10719.84

Fidelity Security Life 0322743 2708.00

Fire Service Training Bureau 0037572 500.00

First Agency, Inc. 0001203 1770.00

Fischer, Allan 0327225 225.00

Fjetland, Candace 0001306 94.00

Fletcher, Julia 0253761 28.40

Florida State Disbursement Unit 0137475 912.00

For Sure Roofing LLC 0297517 385.00

Force America 0001209 50.48

Fort 8 Theater 0009739 1746.00

Fort Dodge Community FoundationýAnd United Way 0149624 3000.00

Fort Dodge Ford Lincoln Toyota 0001166 4348.99

Fort Dodge Senior High School 0001170 100.00

Fort Dodge Water Department 0001174 13470.61

Fortin, Julie 0300551 135.00

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Frank Rieman Music Inc 0001857 1725.50

Franke, Tyler 0327064 135.00

Front Rush 0311766 800.00

Frontier Communications 0001221 1784.83

GATR Truck Center 0237916 3056.47

Gadberry, Randall 0326764 170.00

Garbage Hauling Service 0001237 82.75

Gatewood, Leann 0000223 5.89

GoGo Charters LLC 0326458 6320.00

Goal Kick Sporting Goods 0002718 564.35

Goetze Dental 0318470 1533.68

Goldfield Access Network 0055342 39.95

Golfstat Inc 0326981 340.00

Goodheart Willcox Publisher 0001255 878.05

Goodwin Tucker Group 0001256 1186.38

Gopher 0126732 568.27

Gould Brothers Exhibition Shooting 0327158 3605.00

Grainger 0003742 40.41

Grand Rapids Community College 0239680 500.00

Great Western Bank 0221242 1000.00

Great Western Dining Services 0001260 302458.62

Greater Fort Dodge Growth Alliance 0150846 35.00

Greenway & Associates 0080676 7581.35

Gruver, Randi 0061939 75.00

Gudmonson Services & Marsh Concrete 0066790 800.00

HE Holdings LLC 0326503 6875.00

Haden, Gregg 0056121 2400.00

Haila Architecture Structure Planning 0314198 4305.10

Hanner, Lyle 0327239 10.00

Hannes, Lyle 0033096 50.00

Hart, Shawna 0048767 92.00

Hauge Associates 0001302 5202.78

Hawk I Plumbing Inc 0246503 462.59

Hawkeye Community College 0001303 970.00

Hawley, MaKenzie 0227702 144.00

Hecht, Larry 0002320 208.80

Heck, Donald 0046002 363.34

Heffernan, Lindsay 0031114 230.38

Henry Schein 0042725 1621.49

Heritage Crystal Clean LLC 0327050 643.86

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Hobart Service 0002586 1301.08

Holmes Murphy 0266959 187500.00

Hometown Radio 0326792 375.36

Hoosier Classic Charities Inc 0269289 500.00

Hu Friedy Mfg Co LLC 0324102 15381.43

Hudl 0234620 450.00

Humboldt Newspapers 0002757 113.00

Humburg, Dawn 0000303 346.15

Hy Capacity 0068360 197.80

Hy Vee 0001350 212.30

Hy Vee 0001351 743.21

Illinois State BPA 0221140 500.00

Image Sells 0051287 4163.41

Innovative Adhesives, LLC 0327276 800.00

Iowa Assn of Student Financial Aid Adm 0001385 915.00

Iowa Central Bookstore 0249291 3631.80

Iowa Central Comm Col Foundation 0001359 2906.70

Iowa Central Community College 0000015 500.00

Iowa College Aid 0322920 169.00

Iowa Communications Network 0001361 13940.35

Iowa Dental Hygienist Association 0032872 600.00

Iowa Dept of Inspections & Appeals 0237739 90.00

Iowa Football Coaches Association 0068937 40.00

Iowa MS Inc 0148530 519.00

Iowa Music Educators Association 0094553 320.00

Iowa Prison Industries 0001418 13900.12

Iowa Radio Plus 0314315 8.00

Iowa State Drill Team Association 0072143 1834.00

Iowa State Trapshooting Assn 0310635 90.00

Iowa State University Chemistry Stores 0157123 818.23

J & M Displays Inc 0129542 2000.00

J J Keller & Associates, Inc 0001455 3516.53

J P Byson Oil Company 0000873 1920.00

J Robert Hopson Inc 0126550 800.00

J W Pepper & Son Inc 0003420 228.73

JRG Veterinary Supply 0030037 960.95

Jacobus, Reilly 0326762 170.00

Jansen, Suzann 0327274 150.00

Janssen Pest Solutions 0230759 5149.26

Jefferson Telecom 0001469 72.90

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Jenson, Brianna 0283866 245.44

Jerry Carney & Sons, Inc 0021227 35.00

Johnson, Christopher 0277497 250.00

Johnson, Joel 0072533 2044.50

Johnston Autostores 0001391 567.03

Johnstone Supply 0001485 544.75

Jones, Rhonda 0026975 51.72

Julius Cleaners 0002932 37.80

Jurik, Kelsi 0285088 135.00

KHBT Signature Communications 0001497 2040.00

Karimi, Saeed 0051698 310.00

Kehrberg, Scott 0109553 240.00

Kemna Auto of Fort Dodge 0086124 359.47

Kersten, James 0000335 450.61

Keystone Automotive Industries Inc 0079260 805.20

Kimball Midwest 0119964 853.02

Kingston, Garrett 0314162 170.00

Kinney, Daniel 0120331 489.40

Kochendorfer, Adolph 0052405 125.00

Kolacia Construction, Inc 0024907 136934.90

Koslowski, Courtney 0303992 270.00

Kraushaar, Joshua 0267417 35.74

Kruse, Megan 0043114 173.40

Kruse, Wyatt 0283093 572.80

L & L Builders Co 0325642 195198.00

La Quinta Inn 0327029 1071.00

Labyrinth Learning 0086160 489.25

Lambright, Bridget 0106487 2958.00

Lampert Yards Inc 0001544 24.48

Lance, Patti 0327245 125.00

Landus Cooperative 0002228 75.00

Lansing, Janet 0000361 29.57

Larsen Electric Motor Service 0001549 754.27

Larson, Jacob 0301453 175.00

Laurens Plumbing Services 0326982 1091.40

Lawrence, Don 0314460 170.00

Learn Associates, LLC 0291128 4613.25

Lifeworks Community Services 0001398 374.00

Lindquist, Justin 0270438 715.00

Lithia Nissan 0229701 727.62

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Loerch, Deborah 0002350 132.00

Lombard, Sharisse 0025942 48.00

Loux, Brittany 0071199 176.00

Lowes 0090300 9190.50

Lu, Minh 0204707 135.00

Lyon Painting & Remodel 0297016 8640.00

MCI Residential Service 0001571 14.69

MFAC LLC 0092970 412.95

MSC Industrial Supply Co 0021790 4761.80

Mad Rabbit Design 0297977 1577.00

Magellan Pipeline Company 0140206 1315.00

Martin, Joseph 0001590 4129.20

Martin, Rick 0148298 260.00

Martins Flag Company 0001591 630.00

Matthews Book Company 0001595 211.93

Mauch, John 0069471 150.00

Mauch, Loren 0092032 135.00

Maxwell Medals & Awards 0030038 19.50

McCann, Angela 0269172 225.00

McDermott, Douglas 0002343 181.60

McGraw Hill Education Inc 0001602 26742.97

McGregor, Stephanie 0148159 226.56

McGuire, Kiersten 0123097 224.50

McLaughlin, Michael 0225834 157.27

McMaster Carr 0002955 329.48

Mediacom 0001605 314.45

Medical Enterprises Inc. 0008541 950.00

Medline Industries Inc 0160105 344.12

Menards 0001606 3921.95

Mentzer, Stacy 0086491 192.80

Microsoft Store 0255889 2279.62

Mid America Publishing Corporation 0002244 620.00

Mid Country Machinery Inc 0001623 1644.00

Mid West 3D Solutions LLC 0205908 4960.00

MidAmerican Energy 0001632 96587.38

Midland Concrete Products 0256438 1870.90

Midstate Plumbing & Htg 0001634 2925.68

Minnesota Valley Testing Labs 0226443 25.00

MioTech 0322168 599.70

Mitchell 1 0002635 1029.00

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Modern Sound Engineering Inc 0003697 219.00

Moffitt, Amy 0027706 72.80

Moffitt, Lucas 0019587 342.29

Murphy, Amanda 0069740 114.49

Murphy, Mitchell 0016666 114.13

Myers, Brett 0051478 150.00

NAC Esports 0326672 2500.00

NAPA Auto Supply 0001682 2799.51

NCI SBDC 0002217 15000.00

National Biodiesel Board 0123722 2500.00

National Junior College Athletic Assn 0001693 4828.00

Nebraska Book Co 0001697 507.76

Neutron Industries 0093388 262.79

Niles, Andrew 0327243 48.33

North Central Correctional Facility 0024989 190.96

North Central IA Regional Solid Waste Agency 0001871 80.00

North Dakota State College 0001717 350.00

Northeast Iowa Comm College 0001722 360.00

Northern Lights Distributing 0001723 901.30

Northern Precision 0229760 5675.37

Northland Auto & Marine 0327054 720.00

Northwest Iowa Community College 0215657 360.00

O'Brien, John 0127174 125.00

O'Connor, Bennett 0239803 104.80

O'Halloran International 0078042 9326.17

O'Reilly Automotive Inc 0001736 8345.32

Okoboji Wines 0151847 661.80

Olsen Welding and Machine 0106846 105.00

OnMedia 0100277 3496.00

Optic Ink LLC 0324062 210.00

Overhead Door Company 0001753 992.33

PCM-G 0002043 11876.83

Palmer Mutual Telephone Co 0114035 44.95

Patterson Dental 0061258 48.60

Paul Electric Supply Co 0001757 171.59

Pearson Education 0001774 1223.16

Pederson Sanitation 0001776 5900.00

Pennwell 0095678 617.20

Pepsi Beverages Company 0001782 1310.66

Peterbilt of Sioux City 0154264 78.57

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19 Return to Agenda


Peterson, Elizabeth 0315881 41.20

Phi Theta Kappa 0001787 1040.00

Pilot Tribune 0001790 378.52

Pingel, Kayla 0056250 197.25

Pitney Bowes-Q 0001795 2026.53

Plantz, Roger 0086788 75.00

Plumb Supply Company 0001798 5331.15

Pocahontas Record-Dem. 0001800 1176.00

Pocket Nurse Enterprises Inc 0001801 1063.49

Prairie Lakes Area Education Agency 8 0000767 650.14

Praxair Distribution 0253749 1110.37

Prestage Foods of Iowa LLC 0324368 93265.49

Printing Services Inc 0001829 222.45

Pro Elect 0043419 320.00

Protection Specialists 0121972 2455.00

Pugh, Robert 0325694 275.50

Quill.com 0208555 1221.98

R & J Material Handling 0001853 272.50

Raccoon Valley Radio 0001496 79.95

Ramos, Fernando 0226863 129.75

Randall, Keith 0326761 170.00

Reach Network, Inc 0297134 7275.00

RealityWorks 0326559 8231.78

Redwood Toxicology Laboratory 0001869 966.00

Repeat Boutique 0245606 365.92

Reynolds & Reynolds Inc 0310093 6250.00

Rial, Lindsey 0144241 49.30

Richards, Michael 0109847 1161.14

Riddell - All American Sports Corp 0001883 17924.88

Rittman, Dave 0003392 170.00

River Hops Brewing 0319082 140.00

Riverside Technologies, Inc 0324737 720.00

Rodriguez, Pablo 0140521 264.02

Rogers Tire Service LC 0001893 2595.00

Rogue Fitness 0310044 1615.06

Rosedale Water Store 0312868 211.50

Ross' Appliance Center 0001900 65.00

Royal River Casino 0327185 3529.35

SCI Communications 0301735 36578.03

STAR Energy 0004339 800.10

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20 Return to Agenda


Sanders, Lenny 0260602 27.00

Sandquist, Rick 0000529 2791.90

Scantron Corporation 0001926 1580.08

Schimberg Company 0278370 1069.17

Schnichtenberg, Ray 0050998 135.00

Scholarship America 0109846 150.00

Schumacher Elevator Company 0001936 717.76

Scott Amusements 0327207 3500.00

Scott, Stevie 0258988 275.00

Sheerin Scientific 0158561 4090.00

Sherwin Williams 0001949 890.09

Shred it USA 0319948 210.00

Sideline Power 0325015 2184.00

Signs Only 0327277 360.00

Simpson College 0001962 350.00

Smarthinking Inc 0090065 16200.00

Smashdiscount 0291080 832.95

Smith, Connie 0002359 268.00

Snyder & Associates 0299728 5506.25

Southeastern Comm College 0001978 100.00

Southwest Research Institute 0162617 2525.00

Southwestern Comm College 0001980 80.00

Stein, Eric 0004103 1400.00

Stern-Domek, Amy 0003452 197.44

Stinson LLP 0220891 5278.60

Stockdale Gun Club 0262768 450.00

Storey Kenworthy/Workspace Inc 0002004 3230.43

Stover, Joel 0094685 125.00

StreamGuys 0257039 1056.00

Stroner, Noel 0218669 73.75

Sweeney, Katy 0206600 135.00

Synergy Sports Technology 0297519 1000.00

Sysco Food Serv of Iowa 0002030 12669.57

Tech Source Tools Inc 0299353 13632.75

Teds Car Wash 0074788 100.00

The Aftermarket Parts Co Inc 0316377 280.06

The Graphic Edge 0002069 34983.32

The Iowa Outdoors Store 0253863 13.89

The Messenger 0002076 3298.90

The Minnesota Chemical Co 0238040 240.15

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The Trash Man 0002088 586.62

The Way Up 0326962 150.00

Tichy, Trevor 0300335 135.00

Tokheim, Shane 0327240 20.00

Trane US, INC 0106050 497.39

Trinity Regional Medical Center 0038428 49.00

Trophies Unlimited 0002135 62.00

Tuel, Joseph 0142435 288.00

Twait, Kevin 0000608 20.00

ULINE 0085138 44.78

United Extreme Bling 0237297 163.20

United Parcel Service 0002157 3590.32

UnityPoint Health 0002132 12332.60

UnityPoint Health Trinity Regional Medical Center 0002126 201.00

University of Illinois Springfield 0327273 100.00

Us Department of Treasury 0284957 234.78

Vaadeland, Haakon 0327019 125.00

Valeriano, Adriana 0094691 25.44

Van Meter Industrial, Inc. 0002179 6576.04

Van Wall Equipment, Inc 0154318 2570.98

Vantec 0039821 2215.00

Varsity Spirit Fashions 0025029 12529.40

Vermeer, Cassidy 0056811 20.00

Viterbo Univ 0150015 540.00

Vorrie, Melissa 0095433 165.20

WI SCTF 0146652 246.12

Walsh Door & Security 0228701 517930.96

Walters Sanitary Service Inc 0115169 4739.90

Wartburg College 0004054 175.00

Webster Calhoun Coop Telephone Assn 0207534 222.88

Webster City True Value 0066766 143.87

Webster County Fairgrounds 0021643 8500.00

Webster County Sheriff 0002219 28.34

Webster Glass Company 0002221 715.90

Wells, Susan 0000627 62.65

Wessels Oil Co Inc 0066261 15381.82

Wessels, Terri 0292124 74.00

Westees 0327154 323.00

Windstar Lines Inc 0098691 6578.00

Winger Service 0253993 581.63

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Wingert, Jared 0014183 1600.00

Wintermote, Russell 0066764 150.00

WnB Services, LLC 0276699 9473.00

Wolfe, Mark 0101062 157.94

Woodcote Media Ltd 0304709 1200.00

Woodman Controls 0002237 2550.00

Yetmar Henry, Ronnie 0000659 48.93

YouVisit LLC 0293029 2080.00

Ziegler Cat 0072211 523.94

Zimco Supply 0000020 500.00

Zipwhip 0273732 900.00

GRAND TOTAL $2,832,064.73

Allyson WalterBoard Secretary

Dr. Dan KinneyPresident

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23 Return to Agenda

(This Notice to be posted)

NOTICE AND CALL OF PUBLIC MEETING

Governmental Body: The Board of Directors of

Iowa Central Community College

State of Iowa

Date of Meeting: October 8, 2019

Time of Meeting: 5:00 P.M.

Place of Meeting: Triton Café – Warren Hunt Conference Center, Rooms 100-101

One Triton Circle

Fort Dodge, Iowa 50501

PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body

will meet at the date, time and place above set out. The tentative agenda for the meeting is as

follows:

$7,120,000 Dormitory Revenue Refunding Bonds, Series 2019.

Resolution Directing the Sale and Delivery.

Resolution Appointing Trustee, Approving the First Supplemental Indenture and

Authorizing the Execution of Same for the Bonds.

Approval of Tax Exemption Certificate.

Approval of Continuing Disclosure Certificate.

Resolution Authorizing the Issuance.

Such additional matters as are set forth on the additional ____________ page(s) attached hereto.

(number)

This notice is given at the direction of the President pursuant to Chapter 21, Code of

Iowa, and the local rules of the governmental body.

______________________________________

Secretary of the Board of Directors,

Iowa Central Community College, State of

Iowa

24 Return to Agenda

October 8, 2019

The Board of Directors of Iowa Central Community College, in the Counties of Boone, Buena

Vista, Calhoun, Carroll, Cherokee, Clay, Crawford, Franklin, Greene, Hamilton, Hancock,

Humboldt, Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster, and Wright, State of Iowa, met in

_______________ session, in the Triton Café – Warren Hunt Conference Center, Rooms 100-

101, Fort Dodge, Iowa, at 5:00 P.M., on the above date. There were present President

_______________, in the chair, and the following named Board Members:

__________________________________________________

__________________________________________________

Absent: ___________________________________________

* * * * * * *

25 Return to Agenda

Board Member ____________________ introduced the following Resolution entitled

"RESOLUTION DIRECTING THE SALE AND DELIVERY OF $7,120,000 DORMITORY

REVENUE REFUNDING BONDS, SERIES 2019", and moved that the same be adopted. Board

Member ____________________ seconded the motion to adopt. The roll was called and the vote

was,

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________

Whereupon, the President declared the resolution duly adopted as follows:

RESOLUTION DIRECTING THE SALE AND DELIVERY OF $7,120,000

DORMITORY REVENUE REFUNDING BONDS, SERIES 2019

WHEREAS, pursuant to notice duly published, this Board has held a public meeting and

hearing upon the proposal to issue $7,120,000 Dormitory Revenue Refunding Bonds, Series

2019, for the purpose to provide funds to pay the costs of refunding outstanding dormitory

revenue indebtedness, including Dormitory Revenue Refunding Bonds, Series 2012B, dated

March 5, 2012, and Dormitory Revenue Bonds, Series 2012C, dated June 1, 2012, and has

considered the extent of objections received from residents or property owners as to the proposed

issuance; and, accordingly the following action is now considered to be in the best interests of the

Community College and residents of the Merged Area; and

WHEREAS, the Community College has arranged for the sale of $7,120,000 Dormitory

Revenue Refunding Bonds, Series 2019, to D.A. Davidson & Co., Des Moines, Iowa at a

purchase price of $_____________ plus accrued interest to date of delivery.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF

IOWA CENTRAL COMMUNITY COLLEGE, STATE OF IOWA, AS FOLLOWS:

Section 1. That in accordance with the provisions of Section 260C.56 et seq of the

Code of Iowa the sale of Dormitory Revenue Refunding Bonds, Series 2019, dated November 8,

2019, in the amount of $7,120,000, upon the terms hereinafter set out, is hereby approved and

confirmed.

Section 2. That the President and Secretary are now hereby authorized and directed to

issue and deliver to D.A. Davidson & Co. Dormitory Revenue Refunding Bonds, Series 2019, in

the aggregate principal of $7,120,000 in the denomination of $5,000, or multiples thereof, bearing

interest and maturing as set forth below:

26 Return to Agenda

Principal

Amount

Interest

Rate

Maturity Date

June 1

$ % 2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2032*

*Term Bond

Section 3. Approval of Bond Purchase Agreement. The form of Bond Purchase

Agreement is approved and the President and Secretary are authorized and directed to execute the

same on behalf of this Board and to take such actions as may be required to perform and carry out

its provisions.

PASSED AND APPROVED this 8th day of October, 2019.

________________________________

President of the Board of Directors

ATTEST:

_________________________________

Secretary of the Board of Directors

27 Return to Agenda


"RESOLUTION APPOINTING TRUSTEE, APPROVING THE FIRST SUPPLEMENTAL

INDENTURE AND AUTHORIZING THE EXECUTION OF SAME" and moved its adoption.

Board Member ____________________ seconded the motion to adopt. The roll was called and

the vote was,

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________

The President declared the Resolution adopted.

* * * * * * *

RESOLUTION APPOINTING UMB BANK, N.A. OF WEST DES MOINES,

IOWA, TO SERVE AS TRUSTEE, APPROVING THE FIRST

SUPPLEMENTAL INDENTURE AND AUTHORIZING THE EXECUTION OF

SAME

WHEREAS, pursuant to the provisions of Iowa Code Section 260C.56 et seq $7,120,000

Dormitory Revenue Refunding Bonds, Series 2019, dated November 8, 2019 (the "Bonds"), have

been sold and action should now be taken to provide for the maintenance of records, registration

of Bonds and payment of principal and interest in connection with the issuance of the Bonds; and

WHEREAS, this Board has deemed that the services offered by UMB Bank, n.a. of West

Des Moines, Iowa, are necessary for compliance with rules, regulations, and requirements

governing the registration, transfer and payment of registered Outstanding Bonds and the Bonds;

and

WHEREAS, the Board has previously authorized the issuance of $2,890,000 Dormitory

Revenue Bonds, Series 2016, dated June 30, 2016, pursuant to a Trust Indenture approved by the

Board on June 14, 2016 and dated June 30, 2016 ("General Indenture");

WHEREAS, a First Supplemental Indenture to the General Indenture has been prepared to

be entered into between the Community College Board and UMB Bank, n.a. for the Outstanding

Bonds and the Bonds.

NOW, THEREFORE, IT IS RESOLVED BY THE BOARD OF DIRECTORS OF THE

IOWA CENTRAL COMMUNITY COLLEGE:

Section 1. That UMB Bank, n.a. of West Des Moines, Iowa, is appointed to serve as

Trustee in connection with the Outstanding Bonds and issuance of $7,120,000 Dormitory

Revenue Refunding Bonds, Series 2019, dated November 8, 2019.

28 Return to Agenda

Section 2. That the First Supplemental Indenture with UMB Bank, n.a. of West Des

Moines, Iowa, is approved and that the President of the School Board and Secretary are

authorized to sign the Agreement on behalf of the Community College.



ATTEST:


29 Return to Agenda

Board Member ____________________ moved that the form of Tax Exemption

Certificate be placed on file and approved. Board Member ____________________ seconded the

motion. The roll was called and the vote was,

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________

Board Member ____________________ moved that the form of Continuing Disclosure

Certificate be placed on file and approved. Board Member ____________________ seconded the

motion. The roll was called and the vote was,

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________

Board Member ____________________ introduced the following Resolution entitled "A

RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING

THE PAYMENT OF $7,120,000 DORMITORY REVENUE REFUNDING BONDS, SERIES

2019, OF IOWA CENTRAL COMMUNITY COLLEGE, STATE OF IOWA, UNDER THE

PROVISIONS OF THE CODE OF IOWA, AND PROVIDING FOR A METHOD OF

PAYMENT OF THE BONDS", and moved its adoption. Board Member ____________________

seconded the motion to adopt. The roll was called and the vote was:

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________

Whereupon the President declared the following Resolution duly adopted:

30 Return to Agenda

A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE

AND SECURING THE PAYMENT OF $7,120,000 DORMITORY REVENUE

REFUNDING BONDS, SERIES 2019, OF IOWA CENTRAL COMMUNITY

COLLEGE, STATE OF IOWA, UNDER THE PROVISIONS OF THE CODE OF

IOWA, AND PROVIDING FOR A METHOD OF PAYMENT OF THE BONDS

WHEREAS, the Board of Directors of Iowa Central Community College, State of Iowa,

has heretofore established fees, rates and rentals for use of and services provided by residence

halls and dormitories, including dining and other incidental facilities therefor, which are and will

continue to be collected as system revenues of the Dormitory System, and the revenues have not

been pledged and are available for the payment of revenue bonds, subject to the following

premises; and

WHEREAS, the Issuer has issued its $2,890,000 Dormitory Revenue Bonds, Series 2016,

dated June 30, 2016, and which were issued pursuant to a Trust Indenture authorized on June 14,

2016; and

WHEREAS, Issuer proposes to issue its revenue bonds to the extent of $7,120,000 for the

purpose of defraying the costs of the Project (as hereinafter defined) as set forth in Section 3 of

this Resolution; and

WHEREAS, there have been heretofore issued certain Dormitory Revenue Bonds, part of

which remain outstanding and are a lien on the Net Revenues of the Dormitory System (as

hereinafter defined); and

WHEREAS, in the Prior Bond Resolution (as hereinafter defined) authorizing the issuance

of the Outstanding Bonds it is provided that additional Revenue Bonds may be issued on a parity

with the Outstanding Bonds, provided that there has been procured and placed on file with the

Secretary, a statement complying with the conditions and limitations therein imposed upon the

issuance of the Parity Bonds; and

WHEREAS, a statement of Berens-Tate Consulting Group, not in the regular employ of

Issuer, has been placed on file in the office of the Secretary, showing the conditions and

limitations of the Prior Bond Resolution, with regard to the sufficiency of the revenues of the

Dormitory 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 $7,120,000

Dormitory Revenue Refunding Bonds, Series 2019, has heretofore been duly published and no

objections or petitions to such proposed action have been filed:

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF

IOWA CENTRAL COMMUNITY COLLEGE, COUNTIES OF BOONE, BUENA VISTA,

CALHOUN, CARROLL, CHEROKEE, CLAY, CRAWFORD, FRANKLIN, GREENE,

HAMILTON, HANCOCK, HUMBOLDT, IDA, KOSSUTH, PALO ALTO, POCAHONTAS,

SAC, WEBSTER AND WRIGHT, STATE OF IOWA:

31 Return to Agenda

Section 1. Definitions. The following terms shall have the following meanings in this

Resolution unless the text expressly or by necessary implication requires otherwise:

"Additional Bonds" shall mean any dormitory revenue bonds 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.

"Bond Proceeds" shall mean the amount actually received from the sale of the

Bonds and paid to the Issuer on the Closing Date.

"Bonds" shall mean $7,120,000 Dormitory Revenue Refunding Bonds, Series

2019, authorized to be issued by this Resolution.

"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor

nominee of DTC with respect to the Bonds.

"Closing Date" shall mean the date on which the College shall deliver the Bonds to

the Original Purchaser in exchange for the agreed upon Purchase Price.

"Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure

Certificate executed by the Issuer and dated the date of issuance and delivery of the Bonds, as

originally executed and as it may be amended from time to time in accordance with the terms

thereof.

"Corporate Seal" shall mean the official seal of Issuer adopted by the governing

body, if any.

"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 Outstanding Bonds, 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.

"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.

32 Return to Agenda

"First Supplemental Indenture" shall mean the First Supplemental Indenture

between the College and the Trustee dated November 8, 2019 and approved by the Issuer on

October 8, 2019, which supplements the Trust Indenture dated June 30, 2016 between the College

and the Trustee.

"Economic Refunding" shall mean the sale and issuance of refunding bonds issued

to discharge and satisfy all or a part of the Bonds or the Outstanding Bonds in accordance with

Section 21 of this Resolution, and to pay costs of issuance. The refunding must (i) produce

annual debt service on the refunding bonds not greater than the total (remaining) debt service on

the refunded bonds; (ii) shall not have a payment in any Fiscal Year (through maturity of the new

bonds) that is greater than the payment on the Bonds or Outstanding Bonds being refunded, and

(iii) shall not extend the final maturity of the refunded bonds.

"Escrow Fund" shall mean the fund established under this Resolution for the

deposit of Bond Proceeds to be used for defraying the cost of the Project.

"Fiscal Year" shall mean the twelve-month period beginning on July l of each year

and ending on the last day of June of the following year, or any other consecutive twelve-month

period adopted by the governing body or by law as the official accounting period of the System.

Requirements of a Fiscal Year as expressed in this Resolution shall exclude any payment of

principal or interest falling due on the first day of the Fiscal Year and include any payment of

principal or interest falling due on the first day of the succeeding Fiscal Year.

"General College Revenues" shall mean legally available funds of the Issuer from

whatever source derived including but not limited to the general operating fund of the Issuer and

funds described in Section 260C.34, Code of Iowa.

"Governing Body" shall mean the Board of Directors of the Community College,

or its successor in function with respect to the operation and control of the System.

"Gross Earnings" shall mean all fees, income, and revenues of the Dormitory

System and Incidental Facilities.

"Incidental Facilities" shall mean self-supporting auxiliary enterprises of the

College for which fees or charges are paid including but not limited to dining, food service and

college stores.

"Independent Auditor" shall mean an independent firm of Certified Public

Accountants or the Auditor of State.

"Issuer", "Community College", "College" or "Borrower" shall mean Iowa Central

Community College, Fort Dodge, Iowa.

"Mortgage" shall mean the Mortgage described in Section 5 of this Resolution of

even date with the Bonds from the College to the Trustee securing the Bonds.

33 Return to Agenda

"Net Revenues" shall mean Gross Earnings of the System including dining and

other Incidental Facilities after deduction of Current Expenses.

"Original Purchaser" shall mean D.A. Davidson & Co. of Des Moines, Iowa.

"Outstanding Bonds" shall mean the $2,890,000 Dormitory Revenue Bonds, Series

2016 dated June 30, 2016 ("Series 2016 Outstanding Bonds"), issued in accordance with a

Resolution adopted June 14, 2016, of which $2,635,000 bonds are still outstanding and unpaid

and remain a lien on the Net Revenues of the System.

"Parity Bonds" shall mean the Dormitory Revenue Bonds payable solely from the

Net Revenues of the System on an equal basis with the Outstanding Bonds and the Bonds herein

authorized to be issued; and shall include capital leases for the acquisition of buildings, facilities

and equipment for the System. Parity Bonds shall include Additional Bonds as authorized to be

issued under the terms of this Resolution, the Trust Indenture, and the First Supplemental

Indenture, and as may be amended and supplemented from time to time.

"Participants" shall mean those broker-dealers, banks and other financial

institutions for which DTC holds Bonds as securities depository.

"Paying Agent" shall mean UMB Bank, n.a., 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 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 any investments permitted in Iowa Code

chapter 12B or section 12C.9. All interim investments must mature before the date on which the

moneys are required for payment of principal and interest on the Bonds or project costs.

"Prior Bond Resolution" shall mean a certain resolution adopted by the Issuer on

June 14, 2016 authorizing the issuance of the Outstanding Bonds.

"Project" shall mean currently refunding the Refunded Bonds.

"Project Fund" shall mean the fund required to be established by this Resolution

for the deposit of the proceeds of the Bonds.

"Rebate Fund" shall mean the fund so defined in and established pursuant to the

Tax Exemption Certificate.

"Refunded Bonds" shall mean $2,870,000 of the $4,980,000 Dormitory Revenue

Refunding Bonds, Series 2012B dated March 5, 2012, and $4,195,000 of the $6,000,000

Dormitory Revenue Bonds, Series 2012C dated June 1, 2012, as listed in Schedule A attached to

this Resolution.

"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

34 Return to Agenda

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 and Trustee for the Bonds.

"Representation Letter" shall mean the Blanket Issuer Letter of Representations

executed and delivered by the Issuer to DTC on file at DTC.

"Reserve Fund" shall mean the Debt Service Reserve Fund established under the

Prior Bond Resolution.

"Reserve Fund Requirement" shall mean an amount established at Closing, equal

to the lesser of (a) the maximum 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 (for

issues with original issue discount the issue price as defined in the Tax Exemption Certificate

shall be substituted for the stated principal amount) or (c) 125% of the average 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.

"Revenue Fund" shall mean the fund established under Section 17 of this

Resolution.

"Secretary" shall mean the Secretary of the Board of Directors or such other officer

of the successor governing body as shall be charged with substantially the same duties and

responsibilities.

"Sinking Fund" shall mean the sinking fund established under the Prior Bond

Resolution.

"System" or "Dormitory System" shall mean the entire residence hall and

dormitory system of the College and shall include dining and other Incidental Facilities therefor

and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a

part of the System, including the residence facility constructed with the proceeds of the Refunded

Bonds and 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 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.

"Trust Indenture" shall mean the trust indenture dated as of June 30, 2016, and

approved by the Issuer on June 14, 2016.

35 Return to Agenda

"Trustee" shall mean UMB Bank, n.a. of West Des Moines, Iowa, or its successor

as may be approved pursuant to the Trust Indenture and the First Supplemental Indenture between

the Issuer and the Trustee.

Section 2. Authority. The Bonds authorized by this Resolution shall be issued pursuant to

Section 260C.56 et seq of the Code of Iowa, and in compliance with all applicable provisions of

the Constitution and laws of the State of Iowa.

Section 3. Authorization and Purpose. There are hereby authorized to be issued,

negotiable, serial, fully registered Dormitory Revenue Refunding Bonds, Series 2019, of Iowa

Central Community College, in the Counties of Boone, Buena Vista, Calhoun, Carroll, Cherokee,

Clay, Crawford, Franklin, Greene, Hamilton, Hancock, Humboldt, Ida, Kossuth, Palo Alto,

Pocahontas, Sac, Webster, and Wright, State of Iowa, in the aggregate amount of $7,120,000 for

the purpose of paying costs of the Project, funding a Reserve Fund, and paying costs of issuance.

Section 4. Source of Payment. The Outstanding Bonds, the Bonds herein authorized and

Parity Bonds and the interest thereon shall be payable solely and only out of the Net Revenues of

the System and shall be a first lien on the future Net Revenues of the System. The Bonds shall not

be general obligations of the Issuer nor shall they be payable in any manner by taxation and the

Issuer shall be in no manner liable by reason of the failure of the Net Revenues to be sufficient for

the payment of the Bonds. The Bonds do not constitute a charge against the State of Iowa within

the meaning or application of any constitutional or statutory limitation or provision. Principal and

interest coming due at any time when monies in the Revenue Fund hereinafter created are

insufficient may be paid when due from other legally available funds of the College available for

that purpose including, without limitation, General College Revenues and other funds described

in Section 260C.34 of the Code of Iowa.

Section 5. The Mortgage. Concurrently with the sale and delivery of the Bonds, the

College shall execute and deliver the Mortgage on the real estate and improvements constructed

thereon with the proceeds of the Refunded Bonds or the proceeds of the bonds refunded by the

Refunded Bonds to the Trustee to be held in trust, for the benefit of the owners of the Bonds as

additional security for the payment of the Bonds and in order to induce the purchase of the Bonds

by the Original Purchaser. The President and Secretary of the Board of Directors are hereby

authorized to execute the Mortgage and the Releases of Mortgage on the real estate and

improvements constructed thereon, such Mortgages dated March 5, 2012 and filed on March 12,

2012 at Instrument #2012-01354 on behalf of the Community College, and May 8, 2012 and filed

on June 1, 2012 at Instrument #2012-03028 on behalf of the Community College.

Section 6. Bond Details. Dormitory Revenue Refunding Bonds of the Community

College in the amount of $7,120,000 shall be issued pursuant to the provisions of Section

260C.56 et seq of the Code of Iowa for the aforesaid purpose. The Bonds shall be designated

"DORMITORY REVENUE REFUNDING BOND", be dated November 8, 2019, and bear

interest from the date thereof, until payment thereof, at the office of the Paying Agent. The

interest is payable on December 1, 2019 and semiannually thereafter on the 1st day of June and

December. The Bonds shall be in the denomination of $5,000 or multiples thereof and shall

mature and bear interest as follows:

36 Return to Agenda

Principal

Amount

Interest

Rate

Maturity Date

June 1

$ % 2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2032(1)

(1) Term Bonds Maturing June 1, 2032. Bonds in the aggregate principal amount of

$_____________ shall be issued as Term Bonds maturing as to principal on June 1, 2032, shall

bear interest at ______% per annum and shall be subject to mandatory redemption and payment at

par and accrued interest in the principal amounts in each of the years as set forth as follows:

The 2032 Term Bonds

Principal Amount of

Mandatory Redemption

Interest

Rate

Date of Redemption

June 1

$ % 2031

2032*

* Final Maturity

The Bonds shall be executed by the manual or facsimile signature of the President and

attested by the manual or facsimile signature of the Secretary of the Board of Directors, and shall

be fully registered as to both principal and interest as provided in this Resolution; principal,

interest and premium, if any shall be payable at the office of the Paying Agent by mailing of a

check to the registered owner of the Bond.

Section 7. Optional Redemption. Bonds maturing after June 1, 2027, may be called for

optional redemption by the Issuer beginning June 1, 2027, and on any date thereafter and paid

before maturity from any funds regardless of the source, in whole or from time to time in part, in

any order of maturity and within an annual maturity by lot by giving thirty days' written notice of

redemption to the registered owner of the Bond at the address shown on the books of the

Registrar. Failure to give such 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. The

terms of redemption will be par, plus accrued interest to date of call. Written notice will be

deemed completed upon transmission to the owner of record of the Bond.

37 Return to Agenda

If less than all of a maturity is called for redemption, the Issuer will direct the Registrar to

notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will

determine by lot the amount of each Participant's interest in such maturity to be redeemed and

each Participant will then select by lot the beneficial ownership interests in such maturity to be

redeemed. If DTC is no longer providing services with respect to the Bonds, the Registrar shall

by random selection of the names of the registered owners of the entire annual maturity select the

Bonds to be redeemed until the total amount of Bonds to be called has been reached. All

prepayments shall be at a price of par plus accrued interest.

The principal amount of Term Bonds may be reduced through the earlier optional

redemption, with any partial optional redemption of the Term Bonds credited against future

mandatory redemption requirements for such Terms Bonds in such order as the Board shall

determine.

Section 8. Issuance of Bonds in Book-Entry Form; Replacement Bonds.

(a) Notwithstanding the other provisions of this Resolution regarding registration,

ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit

the exchange of Depository Bonds for Bonds in the Authorized Denominations, the Bonds shall

be issued as Depository Bonds in denominations of the entire principal amount of each maturity

of Bonds (or, if a portion of the principal amount is prepaid, the principal amount less the prepaid

amount); and such Depository Bonds shall be registered in the name of Cede & Co., as nominee

of DTC. Payment of semi-annual interest for any Depository Bond shall be made by wire transfer

or New York Clearing House or equivalent next day funds to the account of Cede & Co. on the

interest payment date for the Bonds at the address indicated in or pursuant to the Representation

Letter.

(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent shall

have any responsibility or obligation to any Participant or to any Beneficial Owner. Without

limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have

any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its

nominee or of any Participant with respect to any ownership interest in the Bonds, (ii) the delivery

to any Participant, any Beneficial Owner or any other person, other than DTC or its nominee, of

any notice with respect to the Bonds, (iii) the payment to any Participant, any Beneficial Owner

or any other person, other than DTC or its nominee, of any amount with respect to the principal

of, premium, if any, or interest on the Bonds, or (iv) the failure of DTC to provide any

information or notification on behalf of any Participant or Beneficial Owner.

The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its

nominee to be, the absolute owner of each Bond for the purpose of payment of the principal of,

premium, if any, and interest on such Bond, for the purpose of all other matters with respect to

such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other

purposes whatsoever (except for the giving of certain Bondholder consents, in accordance with

the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay

all principal of, premium, if any, and interest on the Bonds only to or upon the order of the

Bondholders as shown on the Registration Books, and all such payments shall be valid and

38 Return to Agenda

effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of,

premium, if any, and interest on the Bonds to the extent so paid. Notwithstanding the provisions

of this Resolution to the contrary (including without limitation those provisions relating to the

surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as long as

the Bonds are Depository Bonds, full effect shall be given to the Representation Letter and the

procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith.

(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its

functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the Bonds

are no longer eligible for its depository services or (iii) a determination by the Paying Agent that

DTC has resigned or discontinued its services for the Bonds, if such substitution is authorized by

law, the Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a

satisfactory substitute is not found, (B) provide for the exchange of Depository Bonds for

replacement Bonds in Authorized Denominations.

(d) To the extent authorized by law, if the Issuer determines to provide for the

exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall so notify

the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated

Bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and

provide for such exchange, and to the extent that the Beneficial Owners are designated as the

transferee by the owners, the Bonds will be delivered in appropriate form, content and Authorized

Denominations to the Beneficial Owners, as their interests appear.

(e) Any substitute depository shall be designated in writing by the Issuer to the Paying

Agent. Any such substitute depository shall be a qualified and registered "clearing agency" as

provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute

depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and

transfer of interests in Depository Bonds by book entries made on records of the depository or its

nominee and (iii) payment of principal of, premium, if any, and interest on the Bonds in

accordance with and as such interests may appear with respect to such book entries.

(f) The execution and delivery of the Representation Letter to DTC by the Issuer is

ratified and confirmed. The Representation Letter is on file with DTC and sets forth certain

matters with respect to, among other things, notices, consents and approvals by Bondholders and

payments on the Bonds.

Section 9. 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. of West Des Moines, Iowa, is hereby appointed as Bond Registrar

under the terms of the Trust Indenture and the First Supplemental Indenture 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

39 Return to Agenda

Uniform Commercial Code and 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 Bond. In all cases of the transfer of the Bonds, the

Registrar shall register, at the earliest practicable time, on the Registration Books, the Bonds, in

accordance with the provisions of this Resolution.

(d) Ownership. As to any Bond, the person in whose name the ownership of the same

shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the

absolute owner thereof for all purposes, and payment of or on account of the principal of any such

Bonds and the premium, if any, and interest thereon shall be made only to or upon the order of the

registered owner thereof or his legal representative. All such payments shall be valid and effectual

to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent

of the sum or sums so paid.

(e) Cancellation. All Bonds which have been redeemed shall not be reissued but shall

be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall be destroyed

and a certificate of the destruction thereof shall be furnished promptly to the Issuer; provided that

if the Issuer shall so direct, the Registrar shall forward the cancelled Bonds to the Issuer.

(f) Non-Presentment of Bonds. In the event any payment check representing payment

of principal of or interest on the Bonds is returned to the Paying Agent or is not presented for

payment of principal at the maturity or redemption date, if funds sufficient to pay such principal

of or interest on Bonds shall have been made available to the Paying Agent for the benefit of the

owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such

Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the

duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit

of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any

claim of whatever nature on his part under this Resolution or on, or with respect to, such interest

or Bonds. The Paying Agent's obligation to hold such funds shall continue for a period equal to

two years 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

40 Return to Agenda

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 10. 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 11. Record Date. Payments of principal and interest, otherwise than upon full

redemption, made in respect of any Bond, shall be made to the registered holder thereof or to their

designated agent as the same appear on the books of the Registrar on the 15th day of the month

preceding the payment date. All such payments shall fully discharge the obligations of the Issuer

in respect of such Bonds to the extent of the payments so made. Payment of principal shall only

be made upon surrender of the Bond to the Paying Agent.

Section 12. Execution, Authentication and Delivery of the Bonds. Upon the adoption

of this Resolution, the President and Secretary shall execute and deliver the Bonds to the

Registrar, who shall authenticate the Bonds and deliver the same to or upon order of the

Purchaser. No bond shall be valid or obligatory for any purpose or shall be entitled to any right or

benefit hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate

of Authentication substantially in the form of the Certificate herein set forth. Such Certificate

upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so

authenticated has been duly issued under this Resolution and that the holder thereof is entitled to

the benefits of this Resolution.

Section 13. 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 as provided in the Trust Indenture and the First Supplemental

Indenture.

Section 14. Form of Bond. Bonds shall be printed substantially in the form as follows:

41 Return to Agenda

(Form of Bond)

"Registered" "Registered"

R-___ $_____________

STATE OF IOWA

IOWA CENTRAL COMMUNITY COLLEGE

COUNTIES OF BOONE, BUENA VISTA, CALHOUN, CARROLL, CHEROKEE, CLAY,

CRAWFORD, FRANKLIN, GREENE, HAMILTON, HANCOCK, HUMBOLDT, IDA,

KOSSUTH, PALO ALTO, POCAHONTAS, SAC, WEBSTER AND WRIGHT

DORMITORY REVENUE REFUNDING BONDS, SERIES 2019

Rate Maturity Bond Date CUSIP No.

____%

June 1, _____

November 8, 2019

___________

Iowa Central Community College, in the Counties of Boone, Buena Vista, Calhoun,

Carroll, Cherokee, Clay, Crawford, Franklin, Greene, Hamilton, Hancock, Humboldt, Ida,

Kossuth, Palo Alto, Pocahontas, Sac, Webster, and Wright, State of Iowa, a public school

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

CEDE & CO.

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 UMB Bank, n.a. of West

Des Moines, Iowa, Paying Agent of this issue, or its successor, with interest on such sum from the

date hereof until paid at the rate per annum specified above, payable on December 1, 2019, and

semiannually thereafter on the 1st day of June and December in each year.

Interest and principal shall be paid to the registered holder of the Bond as shown on the

records of ownership maintained by the Registrar as of the 15th day of the month preceding such

interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day

months.

This Bond is issued pursuant to the provisions of Section 260C.56 et seq of the Code of

Iowa for the purpose of paying costs of the Project, in conformity to a Resolution of the Board of

the Community College duly passed and approved.

Bonds maturing after June 1, 2027, may be called for optional redemption by the Issuer on

June 1, 2027, and on any date thereafter and paid before maturity from any funds regardless of the

source, in whole or from time to time in part, in any order of maturity and within an annual

maturity by lot by giving thirty days' written notice of redemption to the registered owner of the

Bond at the address shown on the books of the Registrar. Failure to give such written notice to

42 Return to Agenda

any registered owner of the Bonds or any defect therein shall not affect the validity of any

proceedings for the redemption of the Bonds. The terms of redemption will be par, plus accrued

interest to date of call. Written notice will be deemed completed upon transmission to the owner

of record of the Bond.

If less than all of a maturity is called for redemption, the Issuer will direct the Registrar to

notify DTC of the particular amount of such maturity to be redeemed prior to maturity. DTC will

determine by lot the amount of each Participant's interest in such maturity to be redeemed and

each Participant will then select by lot the beneficial ownership interests in such maturity to be

redeemed. If DTC is no longer providing services with respect to the Bonds, the Registrar shall

by random selection of the names of the registered owners of the entire annual maturity select the

Bonds to be redeemed until the total amount of Bonds to be called has been reached. All

prepayments shall be at a price of par plus accrued interest.

Term Bonds maturing in 2032 are subject to mandatory redemption and payment at par

and accrued interest, in the principal amounts set forth in the Resolution, on June 1 of the years

2031 to 2032, inclusive.

Unless this certificate is presented by an authorized representative of The Depository

Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for

registration of transfer, exchange or payment, and any certificate issued is registered in the name

of Cede & Co. or such other name as requested by an authorized representative of DTC (and any

payment is made to Cede & Co. or to such other Issuer as is requested by an authorized

representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE

OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered

owner hereof, Cede & Co., has an interest herein.

Ownership of this 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, 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 subject to the

provisions for registration and transfer contained in the Bond Resolution.

This Bond and the series of which it forms a part, Outstanding Bonds, and Parity Bonds,

and any Additional Bonds which may be hereafter issued and outstanding from time to time on a

parity with the Bonds, as provided in the Bond Resolution of which notice is hereby given and

which is hereby made a part hereof, are payable solely and only from and secured by a pledge of

the Net Revenues of the Dormitory System of the Community College (the "System"), as defined

and provided in the Resolution. There has heretofore been established and the Community

College covenants and agrees that it will maintain just and equitable rates, fees or rentals for the

use of and service rendered by the System in each year for the payment of the proper and

reasonable expenses of operation and maintenance of the System and for the establishment of a

sufficient sinking fund to meet the principal of and interest on this series of Bonds, and other

bonds ranking on a parity therewith, as the same become due. This Bond is not payable in any

43 Return to Agenda

manner by taxation and under no circumstances shall the Community College be in any manner

liable by reason of the failure of the net earnings to be sufficient for the payment hereof. This

Bond does not constitute a charge against the State of Iowa within the meaning or application of

any constitutional or statutory limitation or provision.

This Bond is a "qualified tax-exempt obligation" designated or deemed designated by the

Community College for purposes of Section 265(b)(3)(B) of the Internal Revenue Code of 1986.

And it is hereby represented and certified that all acts, conditions and things requisite,

according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be

performed precedent to the lawful issue of this Bond, have been existent, had, done and

performed as required by law.

IN TESTIMONY WHEREOF, the Community College by its Board of Directors has

caused this Bond to be signed by the manual or facsimile signature of its President and attested by

the manual or facsimile signature of its Secretary of the Board of Directors, and authenticated by

the manual signature of an authorized representative of the Registrar, UMB Bank, n.a., West Des

Moines, Iowa.

Date of authentication: Closing Date

This is one of the Bonds described in

the within-mentioned Resolution, as

registered by UMB Bank, n.a.,

West Des Moines, Iowa.

UMB BANK, N.A.,

Registrar

By:

Authorized signature

BOARD OF DIRECTORS OF IOWA CENTRAL

COMMUNITY COLLEGE IN THE COUNTIES

OF BOONE, BUENA VISTA, CALHOUN,

CARROLL, CHEROKEE, CLAY, CRAWFORD,

FRANKLIN, GREENE, HAMILTON,

HANCOCK, HUMBOLDT, IDA, KOSSUTH,

PALO ALTO, POCAHONTAS, SAC, WEBSTER

AND WRIGHT, STATE OF IOWA

By: (manual or facsimile signature)


ATTEST:



Registrar and Transfer Agent: UMB Bank, n.a.

Paying Agent: UMB Bank, n.a.

(Seal)

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 _________________________

44 Return to Agenda

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

45 Return to Agenda

Section 15. Equality of Lien. The timely payment of principal of and interest on the

Bonds and Parity Bonds shall be secured equally and ratably by the Net Revenues of the System

without priority by reason of number or time of sale or delivery; and the Net Revenues of the

System are hereby irrevocably pledged to the timely payment of both principal and interest as the

same become due.

Section 16. Application of Bond Proceeds. Bond Proceeds shall be applied as follows:

(a) $______________ of the Bond Proceeds shall be deposited in the Reserve Fund.

(b) $______________ representing costs of issuing the Bonds will be used within six

months of the Closing Date to pay the costs of issuance of the Bonds (with any excess remaining

on deposit in the Sinking Fund.

(c) There is created an Escrow Fund into which $____________ of the Bond Proceeds

shall be placed with the Trustee. The Trustee shall 1) hold proceeds in a special and irrevocable

trust fund, 2) invest proceeds only in cash or direct obligations of the United States, and 3) apply

proceeds and earnings only in accordance with the terms and conditions of the Resolution.

(d) There is hereby established with the Trustee a special trust fund to be designated as

the "Project Fund" (the "Project Fund"). On the Closing Date, the Issuer shall deposit the

remaining Bond Proceeds into the Project Fund. The funds in the Project Fund shall be used to

pay costs of issuing the Bonds, as certified by the Issuer in writing on the form attached as Exhibit

A. 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 Internal Revenue Code and the

Resolution. Any excess proceeds remaining on hand after completion of the purpose of issuance

shall be paid into the Operation and Maintenance Fund to the maximum required amounts and

any remaining amounts shall be deposited into the Sinking Fund.

Section 17. Application of Gross Earnings of the Dormitory System. Pursuant to the

Series 2016 Resolution and the Resolution authorizing the issuance of the Bonds, the Issuer has

established a Revenue Fund, held by the Issuer, and into which the Gross Earnings of the System

shall be deposited. The money in the Revenue Fund shall be disbursed in the following priority

and only as follows:

(a) Operation and Maintenance Fund. Pursuant to the Series 2016 Resolution, the Issuer

established an Operation and Maintenance Fund held by the Issuer. Money in the Revenue Fund shall

first be disbursed to make deposits into the Operation and Maintenance Fund to pay Current Expenses

as provided in the Series 2016 Resolution and the Resolution.

(b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make

deposits into a separate and special fund established and maintained under the Trust Indenture to

pay the principal and interest requirements of the Fiscal Year on the Series 2016 Bonds, the

Bonds and Parity Bonds. The fund shall be known as the Dormitory Revenue Bond Principal

46 Return to Agenda

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

Series 2016 Bonds, the Bonds and Parity Bonds plus the equal monthly amount necessary to pay

in full the installment of principal coming due on such Series 2016 Bonds, the Bonds and Parity

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 Reserve Fund until the amount in the

Reserve Fund equals the Reserve Fund Requirement; if the amount in the Reserve Fund is not less

than the Reserve Fund Requirement, any excess in the Sinking Fund shall 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 Series 2016 Bonds, the Bonds and Parity Bonds as the same shall

become due and payable. Principal and interest coming due at any time when monies in the

Revenue Fund are insufficient may be paid when due from other legally available funds of the

College available for that purpose including, without limitation, General College Revenues and

other funds described in Section 260C.34 of the Code of Iowa.

(c) Reserve Fund. Money in the Revenue Fund shall next be disbursed to maintain a

debt service reserve fund established and maintained under the Trust Indenture in an amount

equal to the Reserve Fund Requirement. The fund shall be known as the Dormitory Revenue

Debt Service Reserve Fund (the "Reserve Fund"). In each month there shall be deposited in the

Reserve Fund an amount equal to one hundred percent (100%) 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 Series 2016

Bonds, the Bonds and Parity Bonds for the payment of which insufficient money shall be

available in the Sinking Fund. Whenever it shall become necessary to so use money in the

Reserve Fund, the payments required above shall be continued or resumed until it shall have been

restored to the required minimum amount. On the Closing Date, $___________________ of the

Bond Proceeds shall be deposited in the Reserve Fund.

Sinking Fund and Reserve Fund moneys are "restricted yield investments" under the terms

and covenants of the Resolution.

(d) Operating Reserve Fund. Money in the Revenue Fund shall next be disbursed to

maintain the Operating Reserve Fund established under the Series 2016 Resolution and which

shall be held by the Issuer. The Operating Reserve Fund shall be used as provided in the Series

2016 Resolution and the Resolution.

(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 Net Revenues of the System, but subordinate to the

Series 2016 Bonds, the Bonds and Parity Bonds, and which have been issued for the purposes of

extensions and improvements to the System or to retire the Series 2016 Bonds, the Bonds or

47 Return to Agenda

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 funds created by the Resolution, may be used to pay

for extraordinary repairs or replacements to the System, or may be used to pay or redeem the

Series 2016 Bonds, the Bonds or Parity Bonds or any of them, or for any lawful purpose, and

shall be held by the Issuer

Money in the Revenue Fund shall be allotted and paid into the various funds and accounts

hereinbefore referred to in the order in which the funds are listed, on a cumulative basis on the

10th day of each month, or on the next succeeding business day when the 10th shall not be a

business day; and if in any month the money in the Revenue Fund shall be insufficient to deposit

or transfer the required amount in any of the funds or accounts, the deficiency shall be made up in

the following month or months after payments into all funds and accounts enjoying a prior claim

to the revenues shall have been met in full. The Issuer may establish various subaccounts within

each Fund established by the Trust Indenture and the First Supplemental Indenture.

Failure to make such allocation and payment without cure within thirty days shall

constitute an event of default under the Series 2016 Resolution, the Resolution, the Trust

Indenture, and the First Supplemental Indenture.

Section 18. Investments. Moneys on hand in the Revenue Fund and all of the funds

provided by this Resolution and the First Supplemental Indenture may be invested only in

Permitted Investments or deposited in financial institutions which are members of the Federal

Deposit Insurance Corporation, or its equivalent successor, and the deposits in which are insured

thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC

or its equivalent successor in any one financial institution shall be continuously secured in

compliance with Chapter 12C of the Code of Iowa, as amended, or otherwise by a valid pledge of

direct obligations of the United States Government having an equivalent market value. All such

interim investments shall mature before the date on which the moneys are required for the

purposes for which the fund was created or otherwise as herein provided but in no event maturing

in more than three years in the case of the Reserve Fund. The provisions of this Section shall not

be construed to require the Issuer to maintain separate bank accounts for the funds created by the

Prior Bond Resolution or this Resolution.

All income derived from such investments shall be deposited in the Revenue Fund and

shall be regarded as Gross Earnings of the System. Such investments shall at any time necessary

be liquidated and the proceeds thereof applied to the purpose for which the respective fund was

created.

The Sinking Fund and the Reserve Fund shall be segregated in a separate account but may

be invested in the same manner as other funds of the College but designated as a trust fund on the

books and records of the College. The Sinking Fund and Reserve Fund shall not be available for

any other purposes other than those specified in this Resolution, the Trust Indenture and the First

Supplemental Indenture.

48 Return to Agenda

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. That the Issuer will maintain the System in good

condition and operate it in an efficient manner and at reasonable cost.

(b) 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. That 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 including but not

limited to business interruption insurance. 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 cause the books and accounts to be audited on an annual basis by an independent auditor

which may be the auditor of the State of Iowa and will provide copies of the audit report to the

Original Purchaser of the Bonds, if requested. 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. It is further agreed that if the Issuer shall fail to provide the

audits and reports required by this subsection, the holder or holders of twenty-five percent (25%)

of the Outstanding Bonds, the Bonds, and Parity Bonds may cause such audits and reports to be

prepared at the expense of the Issuer.

(e) State Laws. That 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, fees, rentals or charges as above

provided, and will segregate the revenues of the System and apply the revenues to the funds

specified in this Resolution.

(f) Property. The Issuer will not sell, lease, mortgage or in any manner dispose of the

System, or any capital part thereof, including any and all extensions and additions that may be

made thereto, until satisfaction and discharge of all of the Bonds and Parity Bonds shall have been

provided for in the manner provided in this Resolution and the Mortgage; 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

49 Return to Agenda

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) Budget. That the Governing Body of the Issuer will adopt a System budget of revenues

and Current Expenses on or before the end of each fiscal year. Such budget shall take into account

revenues and Current Expenses during the current and last preceding fiscal years. The Issuer will

incur no current expense not included in such budget, and will not permit total current expenses to

exceed the budget, unless the Governing Body shall first have adopted a Resolution declaring the

necessity of such expenses.

(h) Transfers to Meet Expenses. To the extent that debt service coverage from System

revenues falls below the levels required in Section 19(b) the College will transfer legally available

funds on an annual basis from its general fund, plant fund or such other funds as permitted by

Iowa law an amount sufficient to cover Current Expenses of the System.

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; Subordinate Obligations. So long as the Series

2016 Outstanding Bonds remain a lien on the Net Revenues of the System, Section 21 of the

Resolution authorizing the Series 2016 Outstanding Bonds shall apply; thereafter, this Section

shall apply.

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 Net 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 and the Trust Indenture, 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 outstanding so long

as the refunding is an Economic Refunding, without having to comply with subsection (b) below;

(b) For the purpose of refunding any Bonds or Parity 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 Bonds ranking on a parity are issued, there will have been

procured and filed with the Secretary, a statement of an independent certified public

accountant, not a regular employee of the Issuer, reciting the opinion based upon

50 Return to Agenda

necessary investigations that the Net Revenues of the System (with adjustments as

hereinafter provided) meet either (A) or (B) as follows:

(A) For each of the two (2) preceding Fiscal Years Net Revenues are

not less than one hundred ten percent (110%) of the maximum annual principal

and interest requirements of the then outstanding bonds and the bonds proposed to

be issued for any subsequent Fiscal Year during the life of the then outstanding

bonds and the bonds proposed to be issued; or

(B) For each of the future three (3) Fiscal Years following the estimated

completion of the acquisition, construction, renovation or replacement being paid

for with the proceeds of the Additional Bonds estimated annual Net Revenues of

the System (including the facilities being paid for with the proceeds of the

Additional Bonds) are not less than one hundred twenty-five percent (125%) of the

maximum annual principal and interest requirements of the then outstanding

Bonds and the bonds proposed to be issued.

For purpose of determining the Net Revenues of the System for a fiscal year as aforesaid,

the amount of the Net Revenues for such year may be adjusted by an independent certified

public accountant not a regular employee of the Issuer, so as to reflect any changes in the

amount of such revenues which would have resulted had any revisions 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 Fiscal Year.

(c) the Additional Bonds must be payable as to principal and as to interest on the same

month and day as the Bonds herein authorized.

(d) 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.

The Issuer may issue bonds, notes or other obligations that are subordinate to the Bonds

and Parity Bonds without meeting the requirements of this section.

Section 22. Disposition of Bond Proceeds; Arbitrage Not Permitted. The Issuer reasonably

expects and covenants that no use will be made of the proceeds from the issuance and sale of the

Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage Bonds

within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States,

and that throughout the term of the Bonds it will comply with the requirements of the statute and

regulations issued thereunder.

To the best knowledge and belief of the Issuer, there are no facts or circumstances that

would materially change the foregoing statements or the conclusion that it is not expected that the

proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage Bonds.

Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with the

provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate

are hereby incorporated by reference as part of this Resolution. The Treasurer is hereby directed

51 Return to Agenda

to make and insert all calculations and determinations necessary to complete the Tax Exemption

Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of

the Bonds to certify as to the reasonable expectations and covenants of the Issuer at that date.

The Issuer covenants that it will treat as Yield Restricted any proceeds of the Bonds

remaining unexpended after three years from the issuance and any other funds required by the

Tax Exemption Certificate to be so treated. If any investments are held with respect to the Bonds

and Parity Bonds, the Issuer shall treat the same for the purpose of restricted yield as held in

proportion to the original principal amounts of each issue.

The Issuer covenants that it will exceed any investment yield restriction provided in this

Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that

the proposed investment action will not cause the Bonds to be classified as arbitrage Bonds under

Section 148(a) and (b) of the Internal Revenue Code or regulations issued thereunder.

The Issuer covenants that it will proceed with due diligence to spend the proceeds of the

Bonds for the purpose set forth in this Resolution. The Issuer further covenants that it will make

no change in the use of the proceeds available for the construction of facilities or change in the

use of any portion of the facilities constructed therefrom by persons other than the Issuer or the

general public unless it has obtained an opinion of bond counsel or a revenue ruling that the

proposed project or use will not be of such character as to cause interest on any of the Bonds not

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 purchasers and holders of the Bonds from time to time

outstanding that the Issuer through its officers, (a) will make such further specific covenants,

representations and assurances as may be necessary or advisable; (b) comply with all

representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax

Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of

the Bonds; (c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to

the United States, as necessary, such sums of money representing required rebates of excess

arbitrage profits relating to the Bonds; (e) file such forms, statements and supporting documents

as may be required and in a timely manner; and (f) if deemed necessary or advisable by its

officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist

the Issuer in such compliance.

Section 24. 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.

52 Return to Agenda

Section 25. Qualified Tax-Exempt Obligations. For the sole purpose of qualifying

$__________________ of the Bonds as "Qualified Tax-Exempt Obligations" pursuant to the

Internal Revenue Code of the United States, as amended, the Bonds are deemed designated and

may be treated as designated pursuant to Internal Revenue Code Section 265(b)(3)(D)(ii) and (iii)

to the extent the amount of the Bonds does not exceed the outstanding amount of the Refunded

Bonds. The Issuer further represents that the Bonds are issued to refund (other than to advance

refund within the meaning of Section 149(d)(5) of the Internal Revenue Codes of 1986, as

amended) the Refunded Bonds. The aggregate face amount of the Bonds does not exceed Ten

(10) Million Dollars.

For the sole purpose of qualifying the remainder of the Bonds ($____________) as

"Qualified Tax Exempt Obligations" pursuant to the Internal Revenue Code of the United States,

as amended, the Issuer designates the Bonds as qualified tax-exempt obligations and represents

that the reasonably anticipated amount of tax exempt governmental obligations which will be

issued during the current calendar year will not exceed Ten (10) Million Dollars.

Section 26. Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered

into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with

respect to the Bonds and Parity Bonds, or any of them, in any one or more of the following ways:

(a) By paying the Bonds or Parity Bonds when the same shall become due and payable;

and

(b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the

Governing Body for the payment of the obligations and irrevocably appropriated exclusively to

that purpose an amount in cash or direct obligations of the United States the maturities and

income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a

designated date upon which 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 27. 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.

53 Return to Agenda

Section 28. Amendment of Resolution Without Consent. The Issuer may, without the

consent of or notice to any of the holders of the Bonds and Parity Bonds, amend or supplement

this Resolution for any one or more of the following purposes:

(a) to cure any ambiguity, defect, omission or inconsistent provision in this

Resolution or First Supplemental Indenture 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 or First Supplemental

Indenture 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 29. 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

(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

54 Return to Agenda

that a copy of the proposed amendatory Resolution is on file in the office of the Secretary of the

Board of Directors.

Whenever at any time within one year from the date of the mailing of the notice there shall

be filed with the Secretary of the Board of Directors an instrument or instruments executed by the

holders of at least two-thirds in aggregate principal amount of the Bonds then outstanding as in

this Section defined, which instrument or instruments shall refer to the proposed amendatory

Resolution described in the notice and shall specifically consent to and approve the adoption

thereof, thereupon, but not otherwise, the Governing Body of the Issuer may adopt such

amendatory Resolution and such Resolution shall become effective and binding upon the holders

of all of the Bonds and Parity Bonds.

Any consent given by the holder of a Bond pursuant to the provisions of this Section shall

be irrevocable for a period of six months from the date of the instrument evidencing such consent

and shall be conclusive and binding upon all future holders of the same Bond during such period.

Such consent may be revoked at any time after six months from the date of such instrument by the

holder who gave such consent or by a successor in title by filing notice of such revocation with

the Secretary of the Board of Directors.

The fact and date of the execution of any instrument under the provisions of this Section

may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is

authorized to take acknowledgments of deeds within such jurisdiction that the person signing such

instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a

witness to such execution sworn to before such officer.

The amount and numbers of the Bonds held by any person executing such instrument and

the date of his holding the same may be proved by an affidavit by such person or by a certificate

executed by an officer of a bank or trust company showing that on the date therein mentioned

such person had on deposit with such bank or trust company the Bonds described in such

certificate.

Section 30. 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 31. 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 President and Secretary of the

Board of Directors 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

55 Return to Agenda

holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the

owner of any Bonds for federal income tax purposes.

Section 32. 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 8th day of October, 2019.

______________________________________


ATTEST:

_______________________________


56 Return to Agenda

CERTIFICATE

STATE OF IOWA

COUNTY OF WEBSTER

)

) SS

)

I, the undersigned Secretary of the Board of Directors of Iowa Central Community

College, in the Counties of Boone, Buena Vista, Calhoun, Carroll, Cherokee, Clay, Crawford,

Franklin, Greene, Hamilton, Hancock, Humboldt, Ida, Kossuth, Palo Alto, Pocahontas, Sac,

Webster, and Wright, State of Iowa, do hereby certify that attached is a true and complete copy of

the portion of the corporate records of the Merged Area District showing proceedings of the

Board, and the same is a true and complete copy of the action taken by the Board with respect to

the matter at the meeting held on the date indicated in the attachment, which proceedings remain

in full force and effect, and have not been amended or rescinded in any way; that the meeting and

all action was duly and publicly held in accordance with a notice of meeting and a tentative

agenda, a copy of which was timely served on each member of the Board and posted on a bulletin

board or other prominent place easily accessible to the public and clearly designated for that

purpose at the principal office of the Board pursuant to the local rules of the Board and the

provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media

at least twenty-four hours prior to the commencement of the meeting as required by law and with

members of the public present in attendance; I further certify that the individuals named therein

were on the date thereof duly and lawfully possessed of their respective offices as indicated

therein, that no board vacancy existed except as may be stated in the proceedings, and that no

controversy or litigation is pending, prayed or threatened involving the incorporation,

organization, existence or boundaries of the Merged Area District or the right of the individuals

named therein as officers to their respective positions.

WITNESS my hand this __________ day of June, 2019.

Secretary of the Board of Directors of Iowa

Central Community College

57 Return to Agenda

SCHEDULE A

BONDS CALLED FOR REDEMPTION

SERIES 2012B

Maturity

June 1

Principal

Amount

Interest

Rate

CUSIP

Numbers*

2020 $ 325,000 2.300% 462298 FV7

2021 330,000 2.500 462298 FW5

2022 345,000 2.650 462298 FX3

2023 350,000 2.625 462298 FY1

2024 360,000 2.850 462298 FZ8

2025 370,000 3.000 462298 GA2

2026 390,000 3.050 462298 GB0

2027 400,000 3.200 462298 GC8

*No representation is made as to the accuracy of the CUSIP numbers printed herein or on the

Bonds.

SERIES 2012C

Maturity

June 1

Principal

Amount

Interest

Rate

CUSIP

Numbers*

2020 $ 275,000 2.000% 462298 GL8

2021 280,000 2.200 462298 GM6

2022 285,000 2.400 462298 GN4

2023 290,000 2.600 462298 GP9

2026** 930,000 3.100 462298 GS3

2028** 665,000 3.250 462298 GU8

2032** 1,470,000 3.500 462298 GY0


Bonds.

**Term Bonds.

01629260-1\15655-096

58 Return to Agenda

ITEMS TO INCLUDE ON AGENDA


$8,675,000 General Obligation School Refunding Bonds, Series 2019

• Resolution Directing the Sale.

• Resolution Appointing Paying Agent, Bond Registrar, and Transfer Agent,

Approving the Paying Agent, Bond Registrar and Transfer Agent Agreement, and

Authorizing the Execution of Same.

• Approval of form of Tax Exemption Certificate.

• Approval of Continuing Disclosure Certificate.

• Resolution Authorizing the Issuance of Bonds.

NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE

CHAPTER 21 AND THE LOCAL RULES OF THE

COMMUNITY COLLEGE

59 Return to Agenda

October 8, 2019

The Board of Directors of Iowa Central Community College, in the Counties of Boone,

Buena Vista, Calhoun, Carroll, Cherokee, Clay, Crawford, Franklin, Greene, Hamilton,

Hancock, Humboldt, Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster, and Wright, State of

Iowa, met in ____________ session, in the Triton Café – Warren Hunt Conference Center,

Rooms 100-101, One Triton Circle, Fort Dodge, Iowa, at 5:00 P.M., on the above date. There

were present President ______________, in the chair, and the following named Board Members:

__________________________________________________

__________________________________________________

Absent: ___________________________________________

* * * * * * *

60 Return to Agenda


"RESOLUTION DIRECTING THE SALE OF $8,675,000 GENERAL OBLIGATION

SCHOOL REFUNDING BONDS, SERIES 2019," and moved its adoption. Board Member

____________________ seconded the motion to adopt. The roll was called and the vote was,

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________


* * * * * * *


"RESOLUTION APPOINTING UMB BANK, N.A. OF WEST DES MOINES, IOWA TO

SERVE AS PAYING AGENT, BOND REGISTRAR, AND TRANSFER AGENT,

APPROVING THE PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT

AGREEMENT AND AUTHORIZING THE EXECUTION OF SAME" and moved its adoption.


the vote was,

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________


* * * * *

61 Return to Agenda


Certificate be placed on file and approved. Board Member ____________________ seconded

the motion. The roll was called and the vote was,

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________

The President declared the motion adopted.

* * * * *




AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________


* * * * * * *

62 Return to Agenda


"RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION SCHOOL

REFUNDING BONDS, SERIES 2019, OF IOWA CENTRAL COMMUNITY COLLEGE,

STATE OF IOWA, IN THE AMOUNT OF $8,675,000, AND LEVYING A TAX FOR THE

PAYMENT THEREOF," and moved its adoption. Board Member ____________________

seconded the motion to adopt. The roll was called and the vote was:

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________


* * * * * * *

63 Return to Agenda

RESOLUTION DIRECTING THE SALE OF $8,675,000 GENERAL

OBLIGATION SCHOOL REFUNDING BONDS, SERIES 2019

WHEREAS, this is the time and place for the sale of $8,675,000 General Obligation

School Refunding Bonds, Series 2019 (the "Bonds").

WHEREAS, the School District has arranged for the sale of these Bonds to D.A.

Davidson & Co., Des Moines, Iowa, at a purchase price of $___________________, plus

accrued interest to date of delivery:

NOW, THEREFORE, IT IS RESOLVED BY THE BOARD OF DIRECTORS OF


Section 1. That in accordance with the provisions of Iowa Code chapters 260C and 298

the sale of $8,675,000 General Obligation School Refunding Bonds, Series 2019, dated

November 8, 2019, for the purpose of refunding outstanding school bonds, upon the following

terms, is approved and confirmed.

Section 2. That the President and Secretary are authorized and directed to issue and

deliver General Obligation School Refunding Bonds in the aggregate principal amount of

$8,675,000, each in the denomination of $5,000 or multiples thereof, bearing interest and

maturing as follows:

Principal

Amount

Interest

Rate

Maturity

June 1

See attached

Section 3. That the Bond Purchase Agreement is approved and the President and

Secretary are authorized and directed to execute the Bond Purchase Agreement on behalf of the

Community College.

Section 4. That all acts of the Vice President of Finance and Operations, Board Secretary

and Financial Advisor, done in furtherance of the sale of the Bonds, are ratified and approved.



ATTEST:


64 Return to Agenda


IOWA, TO SERVE AS PAYING AGENT, BOND REGISTRAR, AND

TRANSFER AGENT, APPROVING THE PAYING AGENT, BOND

REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING

THE EXECUTION OF SAME

WHEREAS, $8,675,000 General Obligation School Refunding Bonds, Series 2019, dated

November 8, 2019, have been sold and action should now be taken to provide for the

maintenance of records, registration of Bonds and payment of principal and interest in

connection with the issuance of the Bonds; and



governing the registration, transfer and payment of registered Bonds; and

WHEREAS, a Paying Agent, Bond Registrar and Transfer Agent Agreement (hereafter

"Agreement") has been prepared and is deemed suitable for the purpose:


IOWA CENTRAL COMMUNITY COLLEGE IN THE COUNTIES OF BOONE, BUENA

VISTA, CALHOUN, CARROLL, CHEROKEE, CLAY, CRAWFORD, FRANKLIN, GREENE,




Paying Agent, Bond Registrar, and Transfer Agent in connection with the issuance of $8,675,000

General Obligation School Refunding Bonds, Series 2019, dated November 8, 2019.

Section 2. That the Agreement with UMB Bank, n.a. of West Des Moines, Iowa, is

approved and that the President and Secretary of the Board are authorized to sign the Agreement

on behalf of the Community College.



ATTEST:


65 Return to Agenda

RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL

OBLIGATION SCHOOL REFUNDING BONDS, SERIES 2019, OF IOWA

CENTRAL COMMUNITY COLLEGE, STATE OF IOWA, IN THE AMOUNT

OF $8,670,000, AND LEVYING A TAX FOR THE PAYMENT THEREOF

WHEREAS, Iowa Central Community College in the Counties of Boone, Buena Vista,

Calhoun, Carroll, Cherokee, Clay, Crawford, Franklin, Greene, Hamilton, Hancock, Humboldt,

Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster and Wright, State of Iowa, is a school

corporation, organized and existing under the Constitution and laws of the State of Iowa, and is

not affected by any special legislation; and

WHEREAS, the Iowa Central Community College is in need of funds to pay costs of

refunding existing general obligation indebtedness as set forth in the schedule of bonds to be

refunded, Schedule A (the "Refunded Bonds"), attached to this Resolution, and it is deemed

necessary and advisable that the Iowa Central Community College should issue its General

Obligation School Refunding Bonds, Series 2019, in the amount of $8,675,000 for this purpose;

and

WHEREAS, it presently appears that the benefits may be realized and at the same time

savings may be effected in the debt service fund requirements of the Community College by

refunding of the bonds set forth in Schedule A:






Section 1. Definitions. The following terms have the following meanings in this

Resolution unless the text expressly or by necessary implication requires otherwise:

• "Beneficial Owner" means, whenever used with respect to a Bond, the

person in whose name such Bond is recorded as the beneficial owner of such Bond by a

Participant on the records of such Participant or such person's subrogee.

• "Blanket Issuer Letter of Representations" means the Representation

Letter from the Issuer to DTC, with respect to the Bonds.

• "Bond(s)" means the $8,675,000 General Obligation School Refunding

Bonds, Series 2019, authorized to be issued by this Resolution.

• "Bond Fund" means the fund created in Section 3 of this Resolution for

the deposit of taxes which are pledged for the payment of principal and interest on the

Bonds.

66 Return to Agenda

• "Cede & Co." means Cede & Co., the nominee of DTC, and any successor

nominee of DTC with respect to the Bonds.

• "Continuing Disclosure Certificate" means the 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.

• "Debt Service Fund" means the Bond Fund.

• "Depository Bonds" means 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" means The Depository Trust Company, New York, New York,

which will act as securities depository for the Bonds pursuant to the Representation

Letter.

• "Escrow Fund" means the fund required to be established by this

Resolution for the deposit of the proceeds of the Bonds.

• "Issuer," "Community College," and "College" mean Iowa Central

Community College in the Counties of Boone, Buena Vista, Calhoun, Carroll, Cherokee,

Clay, Crawford, Franklin, Greene, Hamilton, Hancock, Humboldt, Ida, Kossuth, Palo

Alto, Pocahontas, Sac, Webster and Wright, State of Iowa.

• "Merged Area" means that portion of the Counties of Boone, Buena Vista,

Calhoun, Carroll, Cherokee, Clay, Crawford, Franklin, Greene, Hamilton, Hancock,

Humboldt, Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster and Wright comprising the

boundaries of the Community College.

• "Participants" means those broker-dealers, banks and other financial

institutions for which DTC holds Bonds as securities depository.

• "Paying Agent" means UMB Bank, n.a., or successor as may be approved

by Issuer and who will carry out the duties as Issuer's agent to provide for the payment of

principal of and interest on the Bonds when due.

• "Rebate Fund" means the fund of that name established pursuant to the

Tax Exemption Certificate.

• "Refunded Bonds" means $3,515,000 of the $3,755,000 General

Obligation Refunding School Bonds, Series 2012, dated December 28, 2012 (the "Series

2012 Refunded Bonds"), and $5,980,000 of the $9,815,000 General Obligation

Refunding School Bonds, Series 2013, dated February 20, 2013 (the "Series 2013

Refunded Bonds" and together, with the Series 2012 Refunded Bonds, the "Refunded

Bonds").

67 Return to Agenda

• "Refunding Bonds" means the Bonds.

• "Registrar" means UMB Bank, n.a. of West Des Moines, Iowa, or

successor as may be approved by Issuer and who will carry out the duties with respect to

maintaining a register of the owners of the Bonds. Unless otherwise specified, the

Registrar will also act as Transfer Agent for the Bonds.

• "Resolution" means this resolution authorizing the issuance of Bonds.

• "Secretary" means the Secretary of the Board of Directors of the

Community College, or such other officer of the successor Governing Body as shall be

charged with substantially the same duties and responsibilities.

• "Sinking Fund" means the Bond Fund.

• "Tax Exemption Certificate" means the Tax Exemption Certificate

executed by the Treasurer and delivered at the time of issuance and delivery of the

Bonds.

• "Treasurer" means the Treasurer of the Community College, 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. For the purpose of providing funds to pay the principal and

interest of the Bonds authorized to be issued, there is levied for each fiscal year the following

direct annual tax on all of the taxable property within the Merged Area in the Counties of Boone,


Hancock, Humboldt, Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster and Wright, State of

Iowa:

68 Return to Agenda

AMOUNT

FISCAL YEAR ENDING

JUNE 30

$

b. Resolution to be Filed With County Auditor. A certified copy of this Resolution

shall be filed with each County Auditor of the Counties of Boone, Buena Vista, Calhoun,


Kossuth, Palo Alto, Pocahontas, Sac, Webster and Wright, State of Iowa, who are instructed in

and for each of the years, to levy, assess and collect the tax in the same manner as other taxes of

the Community College and, when collected, these taxes shall be used only for the purpose of

paying principal and interest on the Bonds.

c. Additional School Funds Available. Principal and interest coming due at any

time when the proceeds of the tax on hand are insufficient to pay the amount due shall be

promptly paid when due from current funds of the Community College available for that purpose

and reimbursement shall be made from the special fund in the amounts thus advanced.

d. The levy of taxes for the debt service fund for the Refunded Bonds for collection

during the fiscal years ending June 30, 2020 must be levied, collected and applied for principal

and interest of the Refunded Bonds until the date of redemption of the Refunded Bonds on

November 8, 2019, and shall then be transferred to and security for the payment of principal and

interest on the Bonds.

Tax levies made pursuant to the provisions of Iowa Code Chapter 76 for payment of the

Refunded Bonds, Schedule A, remain in effect but need not be included in the budget, spread

69 Return to Agenda

upon the tax rolls or collected in any year in which the Issuer certifies to the County Auditor that

the Issuer has available moneys to pay the principal and interest of Refunded Bonds.

Section 3. Bond Fund. The taxes must be assessed and collected each year at the

same time and in the same manner and in addition to all other taxes for the Merged Area. When

collected, these taxes must be deposited into a fund to be known as the "GENERAL

OBLIGATION SCHOOL REFUNDING BOND FUND 2019," which is pledged for the

payment of principal and interest of the Bonds. Whenever this Merged Area has on hand funds

from any other source other than taxation which may be appropriated either to the payment of

principal or interest or both, the funds may be appropriated and used and the levy provided for in

Section 2 of this Resolution may be correspondingly reduced; and in the fund (in addition to the

taxes above provided for) thus pledged, there is included annually all sums which may be legally

included under the apportionment of any state or local tax revenues from whatever source

derived to the extent necessary to meet current requirements for Bond principal and interest.

Section 4. Deposit of Proceeds. Proceeds of the Bonds must be deposited in escrow

pursuant to Section 16 of this Resolution and the balance will be credited to the Escrow Fund

and expended for the purposes of issuance. Any amounts on hand in the Escrow Fund are

available for the payment of the principal of or interest on the Bonds at any time that other funds

are insufficient to the purpose and the funds must be repaid to the Escrow Fund at the earliest

opportunity. Any balance on hand in the Escrow Fund and not immediately required for its

purposes may be invested not inconsistent with limitations provided by law or this Resolution.

Accrued interest, if any, must be deposited in the Bond Fund.

Section 5. Investments of Bond Fund Proceeds. All moneys held in the "GENERAL

OBLIGATION SCHOOL REFUNDING BOND FUND 2019," provided for by Section 3 of this

Resolution must be invested as permitted in Iowa Code chapter 12B or section 12C.9. All

interim investments must mature before the date on which the moneys are required for payment

of principal of or interest on the bonds.

Section 6. Bond Details, Execution and Redemption.

a. Bond Details. Bonds designated "GENERAL OBLIGATION SCHOOL

REFUNDING BONDS, SERIES 2019," are issued pursuant to the provisions of Iowa Code

chapters 260C and 298 for the authorized purpose, dated November 8, 2019, and bear interest

from that date, until payment, at the office of the Paying Agent, interest payable on December 1,

2019 and semiannually thereafter on the 1st day of June and December in each year until

maturity at the rates provided.

The Bonds must be executed by manual or authorized signature of the President of the

Board and attested by the manual or authorized signature of the Secretary of the Board, and must

be fully registered as to both principal and interest as provided in this Resolution; principal and

interest will be payable at the office of the Paying Agent. Each Bond must be in the

denomination of $5,000, or multiples thereof.

70 Return to Agenda

The Bonds will mature and bear interest as follows:

Principal

Amount

Interest

Rate

Maturity

June 1

$ %

b. Optional Redemption. The Bonds are not subject to redemption prior to maturity.

Section 7. DTC - Registration.

Section 7.1. The Bonds must be registered in the name of Cede & Co., as nominee for

DTC. Payment of semiannual interest for any Bond registered in the name of Cede & Co. will

be made by wire transfer or New York Clearing House or equivalent next day funds to the

account of Cede & Co. on the interest payment date for the Bonds at the address indicated or in

the Representation Letter.

Section 7.2. The Bonds will be initially issued in the form of separate single

authenticated fully registered bonds in the amount of each stated maturity of the Bonds. Upon

initial issuance, the ownership of the Bonds will be registered in the registry books of the UMB

Bank, n.a. kept by the Paying Agent and Registrar in the name of Cede & Co., as nominee of

DTC. The Paying Agent and Registrar and the Issuer may treat DTC (or its nominee) as the sole

and exclusive owner of the Bonds registered in its name for the purposes of payment of the

principal or redemption price of or interest on the Bonds, selecting the Bonds or portions to be

redeemed, giving any notice permitted or required to be given to registered owners of Bonds

under the Resolution of the Issuer, registering the transfer of Bonds, obtaining any consent or

other action to be taken by registered owners of the Bonds and for other purposes. The Paying

Agent, Registrar and the Issuer have no responsibility or obligation to any Participant or person

71 Return to Agenda

claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant

with respect to the accuracy of records maintained by DTC or any Participant; with respect to the

payment by DTC or Participant of an amount of principal or redemption price of or interest on

the Bonds; with respect to any notice given to owners of Bonds under the Resolution; with

respect to the person selected to receive payment in the event of a partial redemption of the

Bonds, or a consent given or other action taken by DTC as registered owner of the Bonds. The

Paying Agent and Registrar shall pay all principal of and premium, if any, and interest on the

Bonds only to Cede & Co. in accordance with the Representation Letter, and all payments are

valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the

principal of and premium, if any, and interest on the Bonds to the extent of the sum paid. DTC

must receive an authenticated Bond for each separate stated maturity evidencing the obligation

of the Issuer to make payments of principal of and premium, if any, and interest. Upon delivery

by DTC to the Paying Agent and Registrar of written notice that DTC has determined to

substitute a new nominee in place of Cede & Co., the Bonds will be transferable to the new

nominee in accordance with this Section.

Section 7.3. In the event the Issuer determines that it is in the best interest of the

Beneficial Owners that they be able to obtain Bond certificates, the Issuer may notify DTC and

the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability

through DTC of Bond certificates. The Bonds will be transferable in accordance with this

Section. DTC may determine to discontinue providing its services with respect to the Bonds at

any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its

responsibilities under applicable law. In this event, the Bonds will be transferable in accordance

with this Section.

Section 7.4. Notwithstanding any other provision of the Resolution to the contrary, so

long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments

with respect to the principal of and premium, if any, and interest on the Bond and all notices

must be made and given, respectively to DTC as provided in the Representation letter.

Section 7.5. In connection with any notice or other communication to be provided to

Bondholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other

action to be taken by Bondholders, the Issuer or the Paying Agent and Registrar, as the case may

be, shall establish a record date for the consent or other action and give DTC notice of the record

date not less than 15 calendar days in advance of the record date to the extent possible. Notice to

DTC must be given only when DTC is the sole Bondholder.

Section 7.6. The execution and delivery of the Representation Letter to DTC by the

Issuer, in the form presented at this meeting with such changes, omissions, insertions, and

revisions as the Treasurer shall deem advisable is hereby authorized and execution of the

Representation Letter by the Treasurer shall be conclusive evidence of such approval. The

Representation Letter shall set forth certain matters with respect to, among other things, notices,

consents, and approvals by Bondholders and payments on the Bonds.

Section 7.7. In the event that a transfer or exchange of the Bonds is permitted under this

Section, the transfer or exchange may be accomplished upon receipt by the Registrar from the

72 Return to Agenda

registered owners of the Bonds to be transferred or exchanged and appropriate instruments of

transfer. In the event Bond certificates are issued to holders other than Cede & Co., its successor

as nominee for DTC as holder of all the Bonds, or other securities depository as holder of all the

Bonds, the provisions of the Resolution apply to, among other things, the printing of certificates

and the method or payment of principal of and interest on the certificates.

Section 7.8. The officers of the Issuer are authorized and directed to prepare and furnish

to the purchaser, and to the attorneys approving the legality of Bonds, certified copies of

proceedings, ordinances, resolutions and records and all certificates and affidavits and other

instruments as may be required to evidence the legality and marketability of the bonds, and all

certified copies, certificates, affidavits and other instruments constitute representations of the

Issuer as to the correctness of all stated or recited facts.

Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership;


a. Registration. The ownership of Bonds may be transferred only by entry upon the

books kept for the registration and transfer of ownership of the Bonds, and in no other way.

UMB Bank, n.a. of West Des Moines, Iowa is hereby appointed as Bond Registrar under the

terms of this Resolution. The 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 must be negotiable as provided in Article 8 of the Uniform

Commercial Code, 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 at the

office of the Registrar together with an assignment executed by the holder or duly authorized

attorney in such form as is satisfactory to the Registrar, along with the address and social

security number or federal employer identification number of transferee (or, if registration is to

be made in the name of multiple individuals, of all 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 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 whose name is registered on the

Registration Books of the Registrar as owner shall be deemed as the absolute owner for all

purposes, and payment of or on account of the principal of any Bond and the premium, if any,

73 Return to Agenda

and interest shall be made only to or upon the order of the registered owner or the owner's legal

representative. All payments shall be valid and satisfy and discharge the liability upon the Bond,

including the interest thereon, to the extent of the sum so paid.

e. Cancellation. All Bonds which have been redeemed shall not be reissued but

shall be canceled by the Registrar. All Bonds which are cancelled by the Registrar shall be

destroyed and a certificate of the destruction shall be furnished promptly to the Issuer; provided

that if the Issuer directs, 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 or interest on the Bonds is returned to the Paying Agent or if any Bond is

not presented for payment of principal at the maturity or redemption date, if funds sufficient to

pay such principal of or interest on Bonds are available to the Paying Agent for the benefit of the

owner, all liability of the Issuer to the owner for interest or payment of the Bonds will cease,

terminate and be completely discharged, and thereafter it shall be the duty of the Paying Agent to

hold the funds, without liability for principal of or such interest, for the benefit of the owner of

the Bonds who shall thereafter be restricted exclusively to such funds for any claim on the

owner's 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 interest or principal became due, whether at maturity, or at

the date fixed for redemption, or otherwise, at which time the Paying Agent shall surrender any

remaining funds to the Issuer whereupon any claim under this Resolution by the Owners of such

interest or principal on the Bonds of whatever nature must be made upon the Issuer.

g. Registration and Transfer Fees. The Registrar shall furnish to each owner, at the

Issuer's expense, one Bond for each annual maturity. The registrar shall furnish additional

Bonds in lesser denominations (but not less than the minimum denomination) to an owner who

so requests.

Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In any case any

outstanding Bond becomes mutilated or 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 the mutilated Bond to Registrar, upon

surrender of the 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 the 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

incurred by the Issuer in connection therewith.


redemption, made in respect of any Bond, shall be made to the registered holder or designated

agent as the same appear on the books of the Registrar on the 15th day of the month preceding

the payment date. All payments will 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.

74 Return to Agenda

Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of

this Resolution, the President and Secretary of the Board of Directors shall execute the Bonds by

their manual or authorized signature and deliver the Bonds to the Registrar, who shall by manual

signature authenticate the Bonds and deliver them to or upon order of the Purchaser. No Bond is

valid or obligatory for any purpose or entitled to any right or benefit unless the Registrar

manually endorses and executes on the Bond a certificate of authentication substantially in the

form of the certificate herein set forth. The certificate is conclusive evidence that the

authenticated Bond has been duly issued under this Resolution and that the holder is entitled to

the benefits of this Resolution.

Bonds may not be authenticated and delivered by the Registrar unless and until there

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 Secretary of the Board of

Directors, 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.


right to name a substitute, successor Registrar or Paying Agent upon giving prompt written

notice of each registered Bondholder.

Section 13. Form of Bond. Bonds shall be printed substantially in the form as follows:

75 Return to Agenda

(Form of Bond)


Certificate No. __ Principal Amount: $___________

STATE OF IOWA




KOSSUTH, PALO ALTO, POCAHONTAS, SAC, WEBSTER AND WRIGHT

GENERAL OBLIGATION SCHOOL REFUNDING BONDS, SERIES 2019

Rate Maturity Bond Date CUSIP No.

______%

June 1, _______

__________, 2019

__________

The Iowa Central Community College, in the Counties of Boone, Buena Vista, Calhoun,


Kossuth, Palo Alto, Pocahontas, Sac, Webster and Wright, State of Iowa, a school 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

CEDE & CO.

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 at the designated office of UMB Bank, n.a., Paying Agent of this

issue, or successor, with interest on the sum from the date hereof until paid as the per annum

specified above, payable on December 1, 2019, and semiannually thereafter on the 1st day of

June and December in each year.

Interest and principal shall be paid to the registered holder of the Bond as shown on the


interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-

day months.


Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of

transfer, exchange or payment, and a 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 another entity as 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 the registered owner hereof, Cede & Co., has an

interest herein.

76 Return to Agenda

This Bond is issued pursuant to the provisions of Iowa Code chapters 260C and 296 for

the purpose of paying costs of refunding existing general obligation indebtedness; the proceeds

of these Bonds will be deposited in trust, and invested in a manner to pay, when due, principal

and interest on the Issuer's outstanding Refunded Bonds, in conformity to a Resolution passed

and approved by the Board of Directors of the Community College.

The Bonds are not subject to redemption prior to maturity.

Ownership of this Bond may be transferred only by transfer upon the books kept by

UMB Bank, n.a., the Registrar. Transfer on the books may occur only upon surrender of this

Bond at the office of the Registrar, together with an assignment executed by the owner or

authorized attorney in form satisfactory to the Registrar. Issuer reserves the right to substitute

the Registrar and Paying Agent but shall promptly give notice to registered bondholders of the

change. All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial

Code, subject to the provisions for registration and transfer contained in the Bond Resolution.

And it is represented and certified that all acts, conditions and things required by the laws

and Constitution of the State of Iowa, to be done precedent to and in the issuing of this Bond

have been properly done, happened and been 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 that the total indebtedness of Iowa Central Community

College in the Counties of Boone, Buena Vista, Calhoun, Carroll, Cherokee, Clay, Crawford,


Webster and Wright, State of Iowa, including this Bond, does not exceed the constitutional or

statutory limitations.

IN TESTIMONY WHEREOF, the Issuer, by its Board of Directors, has caused this Bond

to be signed by the manual or facsimile signature of the President of the Board and attested by

the manual or facsimile signature of the Secretary of the Board, and to be authenticated by the

manual signature of UMB Bank, n.a. of West Des Moines, Iowa.

77 Return to Agenda


This is one of the Bonds described in the

Resolution, as registered by UMB Bank, n.a.

of West Des Moines, Iowa.

UMB BANK, N.A. OF WEST DES

MOINES, IOWA, Registrar

By:


BOARD OF DIRECTORS OF IOWA CENTRAL

COMMUNITY COLLEGE IN THE COUNTIES

OF BOONE, BUENA VISTA, CALHOUN,

CARROLL, CHEROKEE, CLAY, CRAWFORD,

FRANKLIN, GREENE, HAMILTON, HANCOCK,

HUMBOLDT, IDA, KOSSUTH, PALO ALTO,

POCAHONTAS, SAC, WEBSTER AND

WRIGHT, STATE OF IOWA


President of the Board

ATTEST:


Secretary of the Board



(Seal)

ASSIGNMENT


____________________ (Social Security or Tax Identification No. ____________________)

this Bond and constitutes and appoints ____________________ attorney in fact to transfer this

Bond on the books kept for registration of this Bond, with full power of substitution in the

premises.

Dated ____________________________

_________________________________ ______________________________


SIGNATURE GUARANTEED ) ________________________________________


Signature guarantee must be provided in accordance with the prevailing standards and

procedures of the Registrar and Transfer Agent which may require signatures to be guaranteed

by certain eligible guarantor institutions which participate in a recognized signature guarantee

program.

78 Return to Agenda






Transferee is a(n):


Partnership Trust

*If the Bond is to be registered in the names of multiple individual owners, the names of all such


The following abbreviations, when used in the inscription on the face of this Bond, shall





IA UNIF TRANS MIN ACT - .......... Custodian ..........

(Cust) (Minor)

Under Iowa Uniform Transfers to Minors Act...................

(State)



Section 14. Contract Between Issuer and Purchaser. This Resolution constitutes a

contract between the Community College 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 which will cause

any of the Bonds to be classified as arbitrage bonds within the meaning of Section 148(a) and (b)

of the Internal Revenue Code of the United States, and that throughout the term of the Bonds it

will comply with the requirements of the statute and regulations issued thereunder.


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 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.

79 Return to Agenda

Any funds received from the Issuer for use of UMB Bank, n.a., as Paying Agent, to pay

principal and interest on the bonds to be refunded shall be held in cash or non-interest bearing

demand deposits separate from all other moneys or accounts of the Issuer.

Section 16. Deposit of Proceeds in Escrow. All of the proceeds derived from the sale of

the Bonds, except for accrued interest which must be deposited in the Bond Fund created by

Section 4 of this Resolution, are placed in escrow with the Issuer. The Issuer shall 1) hold

proceeds in a special and irrevocable fund, 2) invest proceeds only in cash or direct obligations

of the United States, and 3) apply proceeds and earnings only in accordance with the terms and

conditions of the Resolution.

Section 17. Severability Clause. If any section, paragraph, clause or provision of this

Resolution is held invalid, the invalidity will not affect any of the remaining provisions, and this

Resolution shall become effective immediately upon its passage and approval.


Issuer certifies and covenants with the purchasers and holders of the outstanding Bonds 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 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, 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, employ and pay fiscal agents, financial advisors,

attorneys and other persons to assist the Issuer with such compliance.

Section 19. 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, amendment is necessary to maintain tax exemption with respect to the Bonds under


Section 20. Successor Clause. The Issuer will maintain its corporate existence, and in

the event of reorganization of any kind, the resolutions and the obligations of the Issuer are

binding upon any successor or assigns.

Section 21. Repeal of Conflicting or Resolutions and Effective Date. All other

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.

Section 22. Not Qualified Tax-Exempt Obligations. The Bonds shall not be designated

or deemed designated as qualified tax-exempt obligations as defined by Section 265(b) of the

Internal Revenue Code of the United States, as amended.



80 Return to Agenda

provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part

of this Resolution and made a part hereof. Notwithstanding any other provision of this

Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not

be considered an event of default under this Resolution; however, any holder of the Bonds or

Beneficial Owner may take such actions as may be necessary and appropriate, including seeking

specific performance by court order, to cause the Issuer to comply with its obligations under the

Continuing Disclosure Certificate. For purposes of this Section, "Beneficial Owner" means any

person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to

dispose of ownership of, any 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.



ATTEST:


81 Return to Agenda

CERTIFICATE

STATE OF IOWA

COUNTY OF WEBSTER

)

) SS

)




Webster and Wright, State of Iowa, do hereby certify that attached is a true and complete copy of

the portion of the corporate records of the Merged Area District showing proceedings of the



in full force and effect, and have not been amended or rescinded in any way; that the meeting

and all action was duly and publicly held in accordance with a notice of meeting and a tentative

agenda, a copy of which was timely served on each member of the Board and posted on a

bulletin board or other prominent place easily accessible to the public and clearly designated for

that purpose at the principal office of the Board pursuant to the local rules of the Board and the









WITNESS my hand this __________ day of _______________, 2019.

Secretary of the Board of Directors of


82 Return to Agenda

SCHEDULE A

SERIES 2012 REFUNDED BONDS

$3,755,000 principal amount of General Obligation Refunding School Bonds, dated December 28,

2012, $3,515,000 of which is now outstanding and all of which is being currently refunded and

scheduled to mature on June 1, 2021 to June 1, 2028, inclusive, and bearing interest as follows:

Maturity Schedule for Series 2012 Refunded Bonds

Maturity

Date

Principal

Amount

Interest

Rate

CUSIP

Numbers*

June 1, 2021** $ 125,000 1.300% 462297 EP3

June 1, 2024** 195,000 1.800 462297 EQ1

June 1, 2025 455,000 2.500 462297 ER9

June 1, 2026 1,090,000 2.500 462297 ES7

June 1, 2027 1,115,000 2.500 462297 ET5

June 1, 2028 535,000 2.500 462297 EU2


Bonds.

** Term Bonds

SERIES 2013 REFUNDED BONDS

$9,815,000 principal amount of General Obligation Refunding School Bonds, dated February 20,

2013, $5,980,000 of which is now outstanding and all of which is being currently refunded and

scheduled to mature on June 1, 2020 to June 1, 2028, inclusive, and bearing interest as follows:

Maturity Schedule for Series 2013 Refunded Bonds

Maturity

Date

Principal

Amount

Interest

Rate

CUSIP

Numbers*

June 1, 2020 $ 985,000 1.350% 462297 FB3

June 1, 2021 995,000 1.550 462297 FC1

June 1, 2022 1,010,000 1.750 462297 FD9

June 1, 2023 1,030,000 1.900 462297 FE7

June 1, 2024 1,050,000 2.100 462297 FF4

June 1, 2025 685,000 2.250 462297 FG2

June 1, 2028** 225,000 2.375 462297 FH0


Bonds.

** Term Bond

01625862-1\15655-094

83 Return to Agenda

ITEMS TO INCLUDE ON AGENDA


$3,780,000 Plant Fund General Obligation Refunding Capital Loan Notes, Series 2019

• Resolution Directing the Sale.

• Resolution Appointing Paying Agent, Note Registrar, and Transfer Agent,

Approving the Paying Agent, Note Registrar and Transfer Agent Agreement, and

Authorizing the Execution of Same.

• Approval of form of Tax Exemption Certificate.

• Approval of Continuing Disclosure Certificate.

• Resolution Authorizing the Issuance of $3,780,000 Plant Fund General Obligation

Refunding Capital Loan Notes, Series 2019, Levying a Tax for the Payment Thereof, and

Authorizing the Execution of a Loan Agreement.

NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE

CHAPTER 21 AND THE LOCAL RULES OF THE

COMMUNITY COLLEGE

84 Return to Agenda

October 8, 2019

The Board of Directors of Iowa Central Community College, in the Counties of Boone,


Hancock, Humboldt, Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster, and Wright, State of

Iowa, met in ____________ session, in the Triton Café – Warren Hunt Conference Center,

Rooms 100-101, One Triton Circle, Fort Dodge, Iowa, at 5:00 P.M., on the above date. There

were present President ______________, in the chair, and the following named Board Members:

__________________________________________________

__________________________________________________

Absent: ___________________________________________

* * * * * * *

85 Return to Agenda


"RESOLUTION DIRECTING THE SALE OF $3,780,000 PLANT FUND GENERAL

OBLIGATION REFUNDING CAPITAL LOAN NOTES, SERIES 2019," and moved its

adoption. Board Member ____________________ seconded the motion to adopt. The roll was

called and the vote was,

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________


* * * * * * *


"RESOLUTION APPOINTING UMB BANK, N.A. OF WEST DES MOINES, IOWA TO

SERVE AS PAYING AGENT, NOTE REGISTRAR, AND TRANSFER AGENT,

APPROVING THE PAYING AGENT, NOTE REGISTRAR AND TRANSFER AGENT

AGREEMENT AND AUTHORIZING THE EXECUTION OF SAME" and moved its adoption.


the vote was,

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________


* * * * *

86 Return to Agenda




AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________


* * * * *




AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________


* * * * * * *

87 Return to Agenda


"RESOLUTION AUTHORIZING THE ISSUANCE OF $3,780,000 PLANT FUND GENERAL

OBLIGATION REFUNDING CAPITAL LOAN NOTES, SERIES 2019, LEVYING A TAX

FOR THE PAYMENT THEREOF, AND AUTHORIZING THE EXECUTION OF A LOAN

AGREEMENT," and moved its adoption. Board Member ____________________ seconded the

motion to adopt. The roll was called and the vote was:

AYES: ___________________________________________

___________________________________________

NAYS: ___________________________________________


* * * * * * *

88 Return to Agenda

RESOLUTION DIRECTING THE SALE OF $3,780,000 PLANT FUND GENERAL

OBLIGATION REFUNDING CAPITAL LOAN NOTES, SERIES 2019

WHEREAS, the Community College has arranged for the sale of $3,780,000 Plant Fund

General Obligation Refunding Capital Loan Notes, Series 2019, to D.A. Davidson & Co., at a

purchase price of $_________________ plus accrued interest to date of delivery.



Section 1. That in accordance with the provisions of Section 260C.22 et seq of the

Code of Iowa the sale of General Obligation Plant Fund Capital Loan Notes, Series 2019, dated

November 8, 2019, in the amount of $3,780,000, upon the terms hereinafter set out, is hereby

approved and confirmed.

Section 2. That the President and Secretary are now hereby authorized and directed

to issue and deliver to D.A. Davidson & Co., Des Moines, Iowa, Plant Fund General Obligation

Refunding Capital Loan Notes, Series 2019, in the aggregate principal of $3,780,000 in the

denomination of $5,000, or multiples thereof, bearing interest and maturing as set forth below:

Principal

Amount

Interest

Rate

Maturity Date

June 1

$ % 2020

2021

2022

2023

2024

*Term Note

Section 3. Approval of Bond Note Purchase Agreement. The form of Bond Note

Purchase Agreement is approved and the President and Secretary are authorized and directed to

execute the same on behalf of this Board and to take such actions as may be required to perform

and carry out its provisions.

Section 4. That all acts of the Vice President of Finance and Operations, Secretary of

the Board, and Financial Advisor, done in furtherance of the sale of the Notes are ratified and

approved.

89 Return to Agenda


ATTEST:



90 Return to Agenda


IOWA, TO SERVE AS PAYING AGENT, NOTE REGISTRAR, AND

TRANSFER AGENT, APPROVING THE PAYING AGENT, NOTE

REGISTRAR AND TRANSFER AGENT AGREEMENT AND AUTHORIZING

THE EXECUTION OF SAME

WHEREAS, pursuant to the provisions of Iowa Code chapter 75, $3,780,000 Plant Fund

General Obligation Refunding Capital Loan Notes, Series 2019, dated November 8, 2019, have

been sold and action should now be taken to provide for the maintenance of records, registration

of Notes and payment of principal and interest in connection with the issuance of the Notes; and



governing the registration, transfer and payment of registered Notes; and

WHEREAS, a Paying Agent, Note Registrar and Transfer Agent Agreement (hereafter

"Agreement") has been prepared and is deemed suitable for the purpose:





SAC, WEBSTER, AND WRIGHT, STATE OF IOWA:


Paying Agent, Note Registrar, and Transfer Agent in connection with the issuance of $3,780,000

Plant Fund General Obligation Refunding Capital Loan Notes, Series 2019, dated November 8,

2019.

Section 2. That the Agreement with UMB Bank, n.a. of West Des Moines, Iowa, is

approved and that the President and Secretary of the Community College are authorized to sign

the Agreement on behalf of the Community College.



ATTEST:


91 Return to Agenda

RESOLUTION AUTHORIZING THE ISSUANCE OF $3,780,000 PLANT

FUND GENERAL OBLIGATION REFUNDING CAPITAL LOAN NOTES,

SERIES 2019, LEVYING A TAX FOR THE PAYMENT THEREOF AND

AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT

WHEREAS, Iowa Central Community College in the Counties of Boone, Buena Vista,

Calhoun, Carroll, Cherokee, Clay, Crawford, Franklin, Greene, Hamilton, Hancock, Humboldt,

Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster, and Wright, State of Iowa, is a school

corporation, organized and existing under the Constitution and laws of the State of Iowa; and

WHEREAS, in accordance with Iowa Code Section 260C.22 and at a meeting called by

the President, the Board of Directors of Iowa Central Community College called an election to

submit to the voters at the special school election of the Community College, held on

September 14, 2010, the following proposition:

Shall the Board of Directors of Merged Area (Education) V Community College

District (Iowa Central Community College), in the counties of Boone, Buena

Vista, Calhoun, Carroll, Cherokee, Clay, Crawford, Franklin, Greene, Hamilton,

Hancock, Humboldt, Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster, and

Wright, State of Iowa, be authorized to levy a tax not exceeding twenty and one-

fourth cents per thousand dollars of assessed value in any one year for a period

of ten consecutive fiscal years, commencing with the levy for fiscal year 2015,

payable in the fiscal year beginning July 1, 2014, for the purchase of grounds,

construction of buildings, payment of debts contracted for the construction of

buildings, purchase of buildings, and equipment for buildings, and the

acquisition of libraries, for the purpose of paying costs of utilities, and for the

purpose of maintaining, remodeling, improving, or expanding the community

college of the merged area?

and gave notice of the election and of the proposition; and

WHEREAS, the election was held on September 14, 2010, and the proposition was

legally submitted and the vote was 1,623 "YES" votes and 1,527 "NO" votes, with a majority of

the total votes cast carried and adopted the proposition; and

WHEREAS, in order to make immediately available to the Community College, the

proceeds of the tax (the "Voted Tax Levy"), Iowa Code Section 260C.22 authorizes the Board of

Directors to enter into loans in anticipation of the collection and to repay from the proceeds of

the Voted Tax Levy; and

WHEREAS, taxes authorized have not been pledged and it is deemed advisable and

necessary that provision now be made to authorize the execution of a Loan Agreement and to

levy the Voted Tax Levy for the payment of the Notes authorized by this Resolution; and

WHEREAS, after investigation of the availability of loans in anticipation of the

collection of this Voted Tax Levy authorized on September 14, 2010, the form of Loan

Agreement has been prepared and placed on file with the Secretary of the Board of Directors;

and

92 Return to Agenda

WHEREAS, the Loan Agreement should be approved as in the best interests of the

Community College:





SAC, WEBSTER, AND WRIGHT, STATE OF IOWA:

Section 1. The following terms have the following meanings in this Resolution and

the Loan Agreement unless the text expressly or by necessary implication requires otherwise:

• "Beneficial Owner" means, whenever used with respect to a Note, the

person in whose name such Note is recorded as the beneficial owner of such Note by a

Participant on the records of such Participant or such person's subrogee.

• "Blanket Issuer Letter of Representations" means the Representation

Letter from the Issuer to DTC, with respect to the Notes.

• "Bond Fund" means the Voted Tax Fund created in Section 4 of this

Resolution for the deposit of taxes which are pledged for the payment of principal and

interest on the Notes.

• "Cede & Co." means Cede & Co., the nominee of DTC, and any successor

nominee of DTC with respect to the Notes.

• "Continuing Disclosure Certificate" means the Continuing Disclosure

Certificate executed by the Issuer and dated the date of issuance and delivery of the

Notes, as originally executed and as it may be amended from time to time.

• "Debt Service Fund" means the Bond Fund.

• "Depository Notes" means the Notes as issued in the form of one global

certificate for each maturity, registered in the Registration Books maintained by the

Registrar in the name of DTC or its nominee.

• "DTC" means The Depository Trust Company, New York, New York,

which will act as securities depository for the Notes pursuant to the Representation

Letter.

• "Escrow Fund" means the fund required to be established by this

Resolution for the deposit of the proceeds of the Notes.

• "Issuer," "Community College," and "College" means Iowa Central

Community College in the Counties of Boone, Buena Vista, Calhoun, Carroll, Cherokee,

Clay, Crawford, Franklin, Greene, Hamilton, Hancock, Humboldt, Ida, Kossuth, Palo

Alto, Pocahontas, Sac, Webster, and Wright, State of Iowa.

93 Return to Agenda

• "Lender" means D.A. Davidson & Co., Des Moines, Iowa.

• "Loan Agreement" means a loan agreement between the Issuer and the

Lender in substantially the form attached to and approved by this Resolution.

• "Merged Area" means that portion of the Counties of Boone, Buena Vista,

Calhoun, Carroll, Cherokee, Clay, Crawford, Franklin, Greene, Hamilton, Hancock,

Humboldt, Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster, and Wright comprising the

boundaries of the Community College.

• "Notes" means $3,780,000 Plant Fund General Obligation Refunding

Capital Loan Notes, Series 2019, authorized to be issued by this Resolution.

• "Participants" means those broker-dealers, banks and other financial

institutions for which DTC holds Notes as securities depository.

• "Paying Agent" means UMB Bank, n.a., or successor as may be approved

by Issuer and who will carry out the duties as Issuer's agent to provide for the payment of

principal of and interest on the Notes when due.

• "Project" means to refund the Refunded Notes.

• "Rebate Fund" means the fund established pursuant to the Tax Exemption

Certificate.

• "Refunded Notes" means $3,930,000 of the $8,190,000 General

Obligation Capital Loan Notes, Series 2011, dated August 1, 2011 (the "Series 2011

Refunded Notes").

• "Refunding Notes" means the Notes.

• "Registrar" means UMB Bank, n.a. of West Des Moines, Iowa, or

successor as may be approved by Issuer and who will carry out the duties with respect to

maintaining a register of the owners of the Notes. Unless otherwise specified, the

Registrar will also act as Transfer Agent for the Notes.

• "Resolution" means this resolution authorizing the issuance of Notes.

• "Secretary" means the Secretary of the Board of Directors of the

Community College, or such other officer of the successor Governing Body as shall be

charged with substantially the same duties and responsibilities.

• "Sinking Fund" means the Bond Fund.

• "Tax Exemption Certificate" means the Tax Exemption Certificate

executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.

94 Return to Agenda

• "Treasurer" means the Treasurer of the Community College or such other

officer as shall succeed to the same duties and responsibilities with respect to the

recording and payment of the Notes issued hereunder.

• "Voted Tax Fund" means the Bond Fund.

• "Voted Tax Levy" means the special tax levy authorized by Iowa Code

Section 260C.22 and approved by the electors of the Community College at an election

held September 14, 2010 and by the College on February 9, 2016 or any subsequent

renewal or extension thereof.

Section 2. Approval of Loan Agreement. There is authorized to be executed on

behalf of Iowa Community College in the Counties of Boone, Buena Vista, Calhoun, Carroll,

Cherokee, Clay, Crawford, Franklin, Greene, Hamilton, Hancock, Humboldt, Ida, Kossuth, Palo

Alto, Pocahontas, Sac, Webster, and Wright, State of Iowa, the Loan Agreement with Lender,

providing for a loan of $3,780,000, in anticipation of the collection of the Voted Tax Levy and

secured by the proceeds thereof.

The Loan Agreement is signed by the President of the Board and attested by the

Secretary and, when fully executed, is binding upon the parties.

Section 3. Levy and Certification of Annual Tax; Other Funds to be Used.

a. Levy of Annual Tax. In order to provide for the assessment and collection

of an annual levy sufficient to pay interest and principal, there is levied upon all the

taxable property within the Merged Area the following direct tax:

AMOUNT

FISCAL YEAR ENDING

JUNE 30

$ 2020

2021

2022

2023

2024

b. Resolution and Loan Agreement to be Filed with County Auditors. A

certified copy of this Resolution must be filed with the County Auditor of the Counties of

Boone, Buena Vista, Calhoun, Carroll, Cherokee, Clay, Crawford, Franklin, Greene,

Hamilton, Hancock, Humboldt, Ida, Kossuth, Palo Alto, Pocahontas, Sac, Webster, and

Wright, Iowa. Each Auditor is instructed to levy and assess the tax levied in this section

of this Resolution, upon all of the taxable property within the corporate limits of the

Merged Area as other taxes are levied and assessed and collected. Each County Auditor

must levy taxes for collection until funds are realized to repay the loan and interest in

full.

95 Return to Agenda

c. Additional School Funds Available. When there are insufficient funds on

hand to pay principal or interest due, current funds on hand must be used to promptly pay

and reimbursement must be made when the taxes have been collected.

In the event that in any year the Voted Tax Levy exceeds the annual payments

required under this Resolution, such excess tax collections, together with all earnings on

the investment of proceeds, shall be paid into the Voted Tax Fund hereinafter created and

shall be available to the Issuer for other purposes only after the amount annually required

to be paid under this Resolution shall have been paid or set aside as a first charge upon

the Voted Tax Levy to the full extent of twenty and one-fourth cents per thousand dollars

of assessed value, authorized by the election of September 14, 2010, as a supplemental

levy.

Section 4. Voted Tax Fund. Taxes from the Voted Tax Levy will be assessed and

collected each year at the same time and in the same manner and in addition to all other taxes for

the District. When collected, revenue from the Voted Tax Levy must be deposited into a fund

known as the "VOTED TAX FUND" which is pledged to be used only for the payment of

principal and interest of the Notes and additional Notes, pursuant to Section 22 of this

Resolution. This fund includes all sums received under the apportionment of any state or local

tax revenues from whatever source derived to the extent necessary to meet current requirements

for principal and interest. Paying Agent is authorized to draw upon the Voted Tax Fund for the

purpose of making payment of the amounts of principal and interest falling due under the terms

of this Resolution. Upon repayment of the Notes or to the extent tax collections from the Voted

Tax Levy are in excess of requirements of principal and interest falling due in any year,

payments must be made from the Voted Tax Fund only upon warrants drawn by the President

and Secretary for purposes authorized by the voters at the election implementing the Voted Tax

Levy. A first and paramount security interest is granted to Lender and any holders of Notes

issued hereunder against the proceeds of the Voted Tax Levy and all sums in the Voted Tax

Fund or the special account to secure the payment of all sums due.

All moneys held in the Voted Tax Fund must be deposited in a special account and

invested as permitted by Iowa Code Chapter 12B or Section 12C.9. An investment authorized in

this Section must mature within not less than five calendar days prior to the payment date of

principal or interest.

Section 5. Escrow Fund; Application of Note Proceeds. There is hereby created an

Escrow Fund into which the proceeds of the Notes, other than accrued interest, shall be deposited

and which shall be held by the Issuer. The Issuer shall 1) hold proceeds in a special and

irrevocable fund, 2) invest proceeds only in cash or direct obligations of the United States, and

3) apply proceeds and earnings only in accordance with the terms and conditions of the

Resolution and to pay principal and interest on the Refunded Notes when due. Proceeds invested

shall mature before the date on which moneys are required for payment of principal and interest

on the Refunded Notes.

Any funds received from the Issuer for use of UMB Bank, n.a. of West Des Moines,

Iowa, as Paying Agent, to pay principal and interest on the Refunded Notes, shall be held in cash

or non-interest bearing demand deposits separate from all other moneys or accounts of the Issuer.

96 Return to Agenda

Section 6. Note Details, Execution and Redemption.

a. Note Details. Plant Fund General Obligation Refunding Capital Loan

Notes, Series 2019, are issued to evidence the obligation of the Community College

under the terms of this Resolution and the Loan Agreement, shall be dated November 8,

2019, shall be in the denomination of $5,000 or multiples thereof, and bear interest from

their date until payment, payable beginning December 1, 2019, and semiannually

thereafter on the 1st day of June and December thereafter; payable as to both principal

and interest at the office of UMB Bank, n.a. of West Des Moines, Iowa, and mature and

bear interest as follows:

Principal

Amount

Interest

Rate

Maturity Date

June 1

$ % 2020

2021

2022

2023

2024

The Notes are executed by the manual or facsimile signature of the President and

countersigned by the manual or facsimile signature of the Secretary of the Board, and constitute

binding obligations of the Community College.

b. Optional Redemption. The Notes are not subject to redemption prior to maturity.

Section 7. DTC - Registration.

Section 7.1. The Notes must be registered in the name of Cede & Co., as nominee for

DTC. Payment of semiannual interest for any Note registered in the name of Cede & Co. will be

made by wire transfer or New York Clearing House or equivalent next day funds to the account

of Cede & Co. on the interest payment date for the Notes at the address indicated or in the

Representation Letter.

Section 7.2. The Notes will be initially issued in the form of separate single

authenticated fully registered Notes in the amount of each stated maturity of the Notes. Upon

initial issuance, the ownership of the Notes will be registered in the registry books of UMB

Bank, n.a. of West Des Moines, Iowa kept by the Paying Agent and Registrar in the name of

Cede & Co., as nominee of DTC. The Paying Agent and Registrar and the Issuer may treat DTC

(or its nominee) as the sole and exclusive owner of the Notes registered in its name for the

purposes of payment of the principal or redemption price of or interest on the Notes, selecting

the Notes or portions to be redeemed, giving any notice permitted or required to be given to

registered owners of Notes under the Resolution of the Issuer, registering the transfer of Notes,

obtaining any consent or other action to be taken by registered owners of the Notes and for other

purposes. The Paying Agent, Registrar and the Issuer have no responsibility or obligation to any

Participant or person claiming a beneficial ownership interest in the Notes under or through DTC

or any Participant with respect to the accuracy of records maintained by DTC or any Participant;

97 Return to Agenda

with respect to the payment by DTC or Participant of an amount of principal or redemption price

of or interest on the Notes; with respect to any notice given to owners of Notes under the

Resolution; with respect to the person selected to receive payment in the event of a partial

redemption of the Notes, or a consent given or other action taken by DTC as registered owner of

the Notes. The Paying Agent and Registrar shall pay all principal of and premium, if any, and

interest on the Notes only to Cede & Co. in accordance with the Representation Letter, and all

payments are valid and effective to fully satisfy and discharge the Issuer's obligations with

respect to the principal of and premium, if any, and interest on the Notes to the extent of the sum

paid. DTC must receive an authenticated Note for each separate stated maturity evidencing the

obligation of the Issuer to make payments of principal of and premium, if any, and interest.

Upon delivery by DTC to the Paying Agent and Registrar of written notice that DTC has

determined to substitute a new nominee in place of Cede & Co., the Notes will be transferable to

the new nominee in accordance with this Section.

Section 7.3. In the event the Issuer determines that it is in the best interest of the

Beneficial Owners that they be able to obtain Note certificates, the Issuer may notify DTC and

the Paying Agent and Registrar, whereupon DTC will notify the Participants, of the availability

through DTC of Note certificates. The Notes will be transferable in accordance with this

Section. DTC may determine to discontinue providing its services with respect to the Notes at

any time by giving notice to the Issuer and the Paying Agent and Registrar and discharging its

responsibilities under applicable law. In this event, the Notes will be transferable in accordance

with this Section.

Section 7.4. Notwithstanding any other provision of the Resolution to the contrary, so

long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with

respect to the principal of and premium, if any, and interest on the Note and all notices must be

made and given, respectively to DTC as provided in the Representation letter.

Section 7.5. In connection with any notice or other communication to be provided to

Noteholders by the Issuer or the Paying Agent and Registrar with respect to a consent or other

action to be taken by Noteholders, the Issuer or the Paying Agent and Registrar, as the case may

be, shall establish a record date for the consent or other action and give DTC notice of the record

date not less than 15 calendar days in advance of the record date to the extent possible. Notice to

DTC must be given only when DTC is the sole Noteholder.

Section 7.6. The execution and delivery of the Representation Letter to DTC by the

Issuer is ratified and confirmed. The Representation Letter is on file with DTC and sets forth

certain matters with respect to, among other things, notices, consents and approvals by

Noteholders and payments on the Notes.

Section 7.7. In the event that a transfer or exchange of the Notes is permitted under this

Section, the transfer or exchange may be accomplished upon receipt by the Registrar from the

registered owners of the Notes to be transferred or exchanged and appropriate instruments of

transfer. In the event Note certificates are issued to holders other than Cede & Co., its successor

as nominee for DTC as holder of all the Notes, or other securities depository as holder of all the

Notes, the provisions of the Resolution apply to, among other things, the printing of certificates

and the method or payment of principal of and interest on the certificates.

98 Return to Agenda

Section 7.8. The officers of the Issuer are authorized and directed to prepare and furnish

to the Lender, and to the attorneys approving the legality of Notes, certified copies of

proceedings, ordinances, resolutions and records and all certificates and affidavits and other

instruments as may be required to evidence the legality and marketability of the Notes, and all

certified copies, certificates, affidavits and other instruments constitute representations of the

Issuer as to the correctness of all stated or recited facts.

Section 8. Registration of Notes; Appointment of Registrar; Transfer; Ownership;


a. Registration. The ownership of Notes may be transferred only by entry

upon the books kept for the registration and transfer of ownership of the Notes, and in no

other way. UMB Bank, n.a. of West Des Moines, Iowa, is hereby appointed as Note

Registrar under the terms of this Resolution and under the provisions of a separate

agreement with the Issuer filed herewith which is made a part hereof by this reference.

The Registrar shall maintain the books of the Issuer for the registration of ownership of

the Notes for the payment of principal of and interest on the Notes as provided in this

Resolution. All Notes must be negotiable as provided in Article 8 of the Uniform

Commercial Code, subject to the provisions for registration and transfer contained in the

Notes and in this Resolution.

b. Transfer. The ownership of any Note may be transferred only upon the

registration books kept for the registration and transfer of Notes and only upon surrender

at the office of the Registrar together with an assignment executed by the holder or duly

authorized attorney in such form as is satisfactory to the Registrar, along with the address

and social security number or federal employer identification number of transferee (or, if

registration is to be made in the name of multiple individuals, of all transferees). In the

event that the address of the registered owner of a Note (other than a registered owner

which is the nominee of the broker or dealer in question) is that of a broker or dealer,

there must be disclosed on the registration books the information pertaining to the

registered owner required above. Upon the transfer of any Note, a new fully registered

Note, of any denomination or denominations permitted by this Resolution in aggregate

principal amount equal to the unmatured and unredeemed principal amount of such

transferred fully registered Note, and bearing interest at the same rate and maturing on

the same date or dates shall be delivered by the Registrar.

c. Registration of Transferred Notes. In all cases of the transfer of the Notes,

the Registrar shall register, at the earliest practicable time, on the registration books, the

Notes, in accordance with the provisions of this Resolution.

d. Ownership. As to any Note, the person whose name is registered on the

Registration Books of the Registrar as owner shall be deemed as the absolute owner for

all purposes, and payment of or on account of the principal of any Note and the premium,

if any, and interest shall be made only to or upon the order of the registered owner or the

owner's legal representative. All payments shall be valid and satisfy and discharge the

liability upon the Note, including the interest thereon, to the extent of the sum so paid.

99 Return to Agenda

e. Cancellation. All Notes which have been redeemed shall not be reissued

but shall be canceled by the Registrar. All Notes which are cancelled by the Registrar

shall be destroyed and a certificate of the destruction shall be furnished promptly to the

Issuer; provided that if the Issuer directs, the Registrar shall forward the cancelled Notes

to the Issuer.

f. Non-Presentment of Notes. In the event any payment check representing

payment of principal or interest on the Notes is returned to the Paying Agent or if any

Note is not presented for payment of principal at the maturity or redemption date, if funds

sufficient to pay such principal of or interest on Notes are available to the Paying Agent

for the benefit of the owner, all liability of the Issuer to the owner for interest or payment

of the Notes will cease, terminate and be completely discharged, and thereafter it shall be

the duty of the Paying Agent to hold the funds, without liability for principal of or such

interest, for the benefit of the owner of the Notes who shall thereafter be restricted

exclusively to such funds for any claim on the owner's part under this Resolution or on,

or with respect to, such interest or Notes. The Paying Agent's obligation to hold such

funds shall continue for a period equal to two years and six months following the date on

which interest or principal became due, whether at maturity, or at the date fixed for

redemption, or otherwise, at which time the Paying Agent shall surrender any remaining

funds to the Issuer whereupon any claim under this Resolution by the Owners of such

interest or principal on the Notes of whatever nature must be made upon the Issuer.

g. Registration and Transfer Fees. The Registrar shall furnish to each owner,

at the Issuer's expense, one Note for each annual maturity. The registrar shall furnish

additional Notes in lesser denominations (but not less than the minimum denomination)

to an owner who so requests.

Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In any case any

outstanding Note becomes mutilated or destroyed, stolen or lost, the Issuer shall at the request of

Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated,

destroyed, stolen or lost, in exchange and substitution for the mutilated Note to Registrar, upon

surrender of the mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or

lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that the Note

has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the

Registrar and Issuer with satisfactory indemnity and complying with such other reasonable

regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may

incurred by the Issuer in connection therewith.


redemption, made in respect of any Note, shall be made to the registered holder or designated

agent as the same appear on the books of the Registrar on the 15th day of the month preceding

the payment date. All payments will fully discharge the obligations of the Issuer in respect of

such Notes to the extent of the payments so made. Payment of principal shall only be made upon

surrender of the Note to the Paying Agent.

Section 11. Execution, Authentication and Delivery of the Notes. Upon the adoption of

this Resolution and the Loan Agreement, the President and Secretary of the Board of Directors

shall execute the Notes by their manual or facsimile signature and deliver the Notes to the

100 Return to Agenda

Registrar, who shall by manual signature authenticate the Notes and deliver them to or upon

order of the Lender. No Note is valid or obligatory for any purpose or entitled to any right or

benefit unless the Registrar manually endorses and executes on the Note a certificate of

authentication substantially in the form of the certificate herein set forth. The certificate is

conclusive evidence that the authenticated Note has been duly issued under this Resolution and

the Loan Agreement and that the holder is entitled to the benefits of this Resolution and the Loan

Agreement.

Notes may not be authenticated and delivered by the Registrar unless and until there have

been provided the following:

1. A certified copy of the Resolution of Issuer authorizing the issuance of the

Notes and the execution of the Loan Agreement and levying a tax for the payment and a

copy of the Loan Agreement;

2. A written order of Issuer signed by the Secretary of the Board of

Directors, directing the authentication and delivery of the Notes to or upon the order of

the Lender 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 Notes proposed to be issued.


right to name a substitute, successor Registrar or Paying Agent upon giving prompt written

notice of each registered Noteholder.

Section 13. Form of Note. Notes shall be printed substantially in the form as follows:

(Form of Note)


R-____ $_______________

STATE OF IOWA




KOSSUTH, PALO ALTO, POCAHONTAS, SAC, WEBSTER, AND WRIGHT

PLANT FUND GENERAL OBLIGATION REFUNDING CAPITAL LOAN NOTES,

SERIES 2019

Rate Maturity Note Date CUSIP No.

_____%

June 1, _____

_________, 2019

________


The Iowa Central Community College, in the Counties of Boone, Buena Vista, Calhoun,


Kossuth, Palo Alto, Pocahontas, Sac, Webster, and Wright, State of Iowa, a school 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

CEDE & CO.

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 at the designated office of UMB Bank, n.a., Paying Agent of this

issue, or successor, with interest on the sum from the date hereof until paid as the per annum

specified above, payable beginning on December 1, 2019, and semiannually thereafter on the 1st

day of June and December in each year.


Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of

transfer, exchange or payment, and a 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 another entity as 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 the registered owner hereof, Cede & Co., has an

interest herein.

Interest and principal shall be paid to the registered holder of the Note as shown on the


interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-

day months.

This Note is issued in conformity to the Resolution authorizing the issuance of the Notes

adopted October 8, 2019, and a Loan Agreement dated as of November 8, 2019 between Iowa

Central Community College, in the Counties of Boone, Buena Vista, Calhoun, Carroll,

Cherokee, Clay, Crawford, Franklin, Greene, Hamilton, Hancock, Humboldt, Ida, Kossuth, Palo

Alto, Pocahontas, Sac, Webster, and Wright, State of Iowa, and D.A. Davidson & Co. which is

incorporated by reference and payable from the proceeds of a certain tax levy. For a complete

statement of the revenues and funds from which and the conditions, under which this Note is

payable, the conditions under which additional notes of equal standing may be issued, and the

general covenants and provisions under which this Note is issued, refer to the Resolution and

Loan Agreement.

The Notes are not subject to redemption prior to maturity.

Ownership of this Note may be transferred only by transfer upon the books kept by UMB

Bank, n.a., the Registrar. Transfer on the books may occur only upon surrender of this Note at

the office of the Registrar, together with an assignment executed by the owner or authorized

attorney in form satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar

and Paying Agent but shall promptly give notice to registered noteholders of the change. All


Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code, subject to

the provisions for registration and transfer contained in the Note Resolution.

This Note and the series of which it forms a part, other outstanding Notes ranking on a

parity, and any Additional Notes which may be issued and outstanding from time to time on a

parity with these Notes, are payable both as to principal and interest solely from the Voted Tax

Fund, all as provided in the Loan Agreement and the Authorizing Resolution.

And it is represented and certified that all acts, conditions and things required by the laws

and Constitution of the State of Iowa, to be done precedent to and in the issuing of this Note have

been properly done, happened and been performed as required by law.

IN TESTIMONY WHEREOF, the Issuer, by its Board of Directors, has caused this Note

to be signed by the manual or facsimile signature of the President of the Board and attested by

the manual or facsimile signature of the Secretary of the Board, and to be authenticated by the

manual signature of UMB Bank, n.a. of West Des Moines, Iowa.


This is one of the Notes described in the

Resolution, as registered by UMB Bank,

n.a. of West Des Moines, Iowa.

UMB BANK, N.A. OF WEST

DES MOINES, IOWA, Registrar

By:


BOARD OF DIRECTORS OF IOWA

CENTRAL COMMUNITY COLLEGE IN THE

COUNTIES OF BOONE, BUENA VISTA,

CALHOUN, CARROLL, CHEROKEE, CLAY,

CRAWFORD, FRANKLIN, GREENE,

HAMILTON, HANCOCK, HUMBOLDT, IDA,

KOSSUTH, PALO ALTO, POCAHONTAS,

SAC, WEBSTER, AND WRIGHT, STATE OF

IOWA


President of the Board

ATTEST:


Secretary of the Board



(Seal)

ASSIGNMENT


_________________________ (Social Security or Tax Identification No. _______________)

this Note and constitutes and appoints _________________________ attorney in fact to transfer


this Note on the books kept for registration of this Note, with full power of substitution in the

premises.

Dated: _________________________________________________________________

________________________________ ___________________________________


SIGNATURE GUARANTEED) ____________________________________________


Signature guarantee must be provided in accordance with the prevailing standards and

procedures of the Registrar and Transfer Agent which may require signatures to be guaranteed

by certain eligible guarantor institutions which participate in a recognized signature guarantee

program.






Transferee is a(n):


Partnership Trust

*If the Note is to be registered in the names of multiple individual owners, the names of all such


The following abbreviations, when used in the inscription on the face of this Note, shall





IA UNIF TRANS MIN ACT -______ Custodian ______

(Cust) (Minor)

Under Iowa Uniform Transfers to Minors Act.________

(State)



Section 14. Non-Arbitrage Covenants. The Issuer reasonably expects and covenants that

no use will be made of the proceeds from the issuance and sale of these Notes which will cause

the Notes to be classified as arbitrage Notes within the meaning of Section 148(a) and (b) of the


Internal Revenue Code of the United States, and that throughout the term of the Notes, Issuer

will comply with all requirements and regulations of the Internal Revenue Code.


would materially change the foregoing statements or the conclusion that it is not expected that

the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage

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 and determinations necessary to complete the

Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption

Certificate at issuance of the Notes to certify as to the reasonable expectations and covenants of

the Issuer at that date.

The Issuer covenants that it will proceed with due diligence to spend the proceeds of the

Notes for the purposes set forth in this Resolution.

Section 15. Severability Clause. If any section, paragraph, clause or provisions of this

Resolution is held invalid, the invalidity will not affect any of the remaining provisions, and this

Resolution shall become effective immediately upon its passage and approval.


Issuer certifies and covenants with the purchasers and holders of the Notes from time to time

outstanding that the Issuer through its officers (a) will make further specific covenants,

representations, and assurances as are necessary or advisable; (b) comply with all

representations, covenants, and assurances contained in the Tax Exemption Certificate, which is

a part of the contract between the Issuer and the owners of the Notes; (c) consult with bond

counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary,

such sums of money representing required rebates of excess arbitrage profits relating to the

Notes; (e) file forms, statements, and supporting documents as 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 compliance.

Section 17. Amendment of Resolution to Maintain Tax Exemption. This Resolution

may be amended without the consent of any owner of the Notes if, in the opinion of bond

counsel, an amendment is necessary to maintain tax exemption with respect to the Notes under


Section 18. Successor Clause. The Issuer shall maintain its corporate existence, and in

the event of reorganization of any kind, the Resolution and the obligations of the Issuer are

binding upon any successor or assigns.

Section 19. Repeal of Conflicting Resolutions. That all resolutions and parts of

resolutions in conflict are hereby repealed.

Section 20. Not Qualified Tax-Exempt Obligations. The Bonds shall not be designated

or deemed designated as qualified tax-exempt obligations as defined by Section 265(b) of the

Internal Revenue Code of the United States, as amended.




provisions of the Continuing Disclosure Certificate are hereby incorporated by reference as part

of this Resolution and made a part hereof. Notwithstanding any other provision of this

Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not

be considered an event of default under this Resolution; however, any holder of the Notes or

Beneficial Owner may take such actions as may be necessary and appropriate, including seeking

specific performance by court order, to cause the Issuer to comply with its obligations under the

Continuing Disclosure Certificate. For purposes of this Section, "Beneficial Owner" means any

person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to

dispose of ownership of, any Notes (including persons holding Notes through nominees,

depositories or other intermediaries), or (b) is treated as the owner of any Notes for federal

income tax purposes.

Section 22. Additional Notes. The College may borrow additional money, enter into

further loan agreements, and issue additional Notes which are at the time of their issuance on a

parity and equality of rank with the Notes with respect to the lien and claim of additional Notes

to the proceeds of the Voted Tax Levy and all sums on deposit from time to time in the Voted

Tax Fund or the other accounts created, provided that the aggregate of the amount payable under

all of the loan agreements does not exceed the proceeds of the Voted Tax Levy.



ATTEST:



CERTIFICATE

STATE OF IOWA

COUNTY OF WEBSTER

)

) SS

)




Webster, and Wright, State of Iowa, do hereby certify that attached is a true and complete copy

of the portion of the corporate records of the Merged Area District showing proceedings of the



in full force and effect, and have not been amended or rescinded in any way; that the meeting

and all action was duly and publicly held in accordance with a notice of meeting and a tentative

agenda, a copy of which was timely served on each member of the Board and posted on a

bulletin board or other prominent place easily accessible to the public and clearly designated for

that purpose at the principal office of the Board pursuant to the local rules of the Board and the









WITNESS my hand this __________ day of _______________, 2019.

Secretary of the Board of Directors of



SCHEDULE A

SERIES 2011 REFUNDED NOTES

$8,190,000 principal amount of General Obligation Capital Loan Notes, dated August 1, 2011,

$3,930,000 of which is now outstanding and all of which is being currently refunded and scheduled

to mature on June 1, 2020 to June 1, 2024, inclusive, and bearing interest as follows:

Maturity Schedule for Series 2012 Refunded Notes

Maturity

Date

Principal

Amount

Interest

Rate

CUSIP

Numbers*

June 1, 2020 $ 730,000 2.600% 462297 EF5

June 1, 2021 755,000 2.750 462297 EG3

June 1, 2022 785,000 3.000 462297 EH1

June 1, 2023 815,000 4.000 462297 EJ7

June 1, 2024** 500,000 3.500 462297 EK4

June 1, 2024** 345,000 4.000 462297 EL2

*No representation is made as to the accuracy of the CUSIP numbers printed herein or on the Notes.

** Bifurcated Maturity

01627155-1\15655-095


Iowa Central Community College 2020-2021 Faculty CalendarApproved By Board

S M T W Th F S S M T W Th F S Fall Semester

1 1 2 3 4 5 6 Aug. 18-21, 24 Faculty Work Days

2 3 4 5 6 7 8 7 8 9 10 11 12 13 Aug. 25 First Day of Fall Semester

9 10 11 12 13 14 15 14 15 16 17 18 19 20 Sept. 7 Labor Day Holiday

16 17 18 19 20 21 22 21 22 23 24 25 26 27 Nov. 23-25 Faculty Work Days

23 24 25 26 27 28 29 28 Nov. 26-27 Thanksgiving Break

30 31 Dec. 14-17 Final Exams

Dec. 17 Last Day of Fall Semester

Dec. 18 Faculty Work Day

S M T W Th F S S M T W Th F S Dec. 21 -Jan. 6 Christmas & New Year's Break

1 2 3 4 5 1 2 3 4 5 6

6 7 8 9 10 11 12 7 8 9 10 11 12 13

13 14 15 16 17 18 19 14 15 16 17 18 19 20 Spring Semester

20 21 22 23 24 25 26 21 22 23 24 25 26 27 Jan. 7-8, 11 Faculty Work Days

27 28 29 30 28 29 30 31 Jan. 12 First Day of Spring Semester

Mar. 8-12 Spring Break

Apr. 2 Good Friday Break

S M T W Th F S S M T W Th F S May 3-6 Final Exams

1 2 3 1 2 3 May 6 Last Day of Spring Semester

4 5 6 7 8 9 10 4 5 6 7 8 9 10 May 6 Commencement

11 12 13 14 15 16 17 11 12 13 14 15 16 17

18 19 20 21 22 23 24 18 19 20 21 22 23 24

25 26 27 28 29 30 31 25 26 27 28 29 30

Summer Semester

S M T W Th F S S M T W Th F S May 10 First Day of Summer Semester

1 2 3 4 5 6 7 1 May 31 Memorial Day-No Classes

8 9 10 11 12 13 14 2 3 4 5 6 7 8 June 7 34-Week CTE Programs End (20 Days)

15 16 17 18 19 20 21 9 10 11 12 13 14 15 June 21 36-Week CTE Programs End (30 Days)

22 23 24 25 26 27 28 16 17 18 19 20 21 22 July 5 Independence Day Holiday-No Classes

29 30 23 24 25 26 27 28 29 July 6 38-Week CTE Programs End (40 Days)

30 31 July 13 39-Week CTE Programs End (45 Days)

S M T W Th F S S M T W Th F S1 2 3 4 5 1 2 3 4 5

6 7 8 9 10 11 12 6 7 8 9 10 11 12

13 14 15 16 17 18 19 13 14 15 16 17 18 19

20 21 22 23 24 25 26 20 21 22 23 24 25 26

27 28 29 30 31 27 28 29 30

S M T W Th F S S M T W Th F S S M T W Th F S1 2 1 2 3 1 2 3 4 5 6 7 Holidays

3 4 5 6 7 8 9 4 5 6 7 8 9 10 8 9 10 11 12 13 14 Non-work Days

10 11 12 13 14 15 16 11 12 13 14 15 16 17 15 16 17 18 19 20 21 Work Days

17 18 19 20 21 22 23 18 19 20 21 22 23 24 22 23 24 25 26 27 28

24 25 26 27 28 29 30 25 26 27 28 29 30 31 29 30 31

31

JULY 2021

AUGUST 2020 (10)

SEPTEMBER 2020 (22)

NOVEMBER 2020 (20)

DECEMBER 2020 (15)

JANUARY 2021 (18)

OCTOBER 2020 (22) APRIL 2021 (21)

FEBRUARY 2021 (20)

MARCH 2021 (18)

MAY 2021 (4)

JUNE 2021

AUGUST 2021


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