Request for Proposal to Provide Investment Banking Services

responses due

June 14, 2004 1:00 PM CDST to

Michael L. Valen, Purchasing Agent 515-283-4228

mlvalen@dmgov.org

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Section I. Purpose and Background PURPOSE The purpose of this Request for Proposal (the “RFP”) is to obtain investment banking services for the planned issuance of two series of acquisition and new money bonds (collectively the “Bonds”) by the Des Moines Metropolitan Wastewater Reclamation Authority (the “WRA”). Bond proceeds will fund the acquisition of existing assets, provide for the defeasance of certain obligations previously issued by the City of Des Moines, Iowa on behalf of the WRA, and provide funds to finance planned capital improvements to the WRA wastewater treatment and conveyance infrastructure. The total amount of bonds is estimated at $100,000,000, with the pricing targeted for late August 2004. The WRA anticipates selecting a Senior Manager and an appropriate mix of Co-Managers from the proposals received pursuant to the RFP. The WRA is issuing this RFP for banking services through the City of Des Moines, Iowa (the Operating Contractor”). The investment banking firms selected will work with WRA staff and its Operating Contractor staff, as well as the WRA’s financial advisor, Public Financial Management, and bond counsel, Ahlers & Cooney, P.C., to ensure that the planned debt issuance is completed in a timely manner and that the securities are well received by the market.

This RFP identifies the services that will be required of the investment banker(s); the format and topics that must be addressed in the proposal, the selection criteria, and the terms and conditions that will apply. The investment banker(s) selected in this process will be expected to provide those services listed in the scope of services described herein for all bonds issued pursuant to this RFP.

Background Description of WRA. The WRA is a separate legal entity created under the terms of the Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Reclamation Authority (the "WRA Agreement") which will become effective on July 1, 2004. The WRA Agreement is authorized under Chapters 28E and 28F of the Code of Iowa. The legal entity created in the WRA Agreement is both a corporation and political subdivision under Iowa law, and it may sue and be sued, contract, acquire and hold real and personal property necessary for its corporate purposes, and execute all powers conferred in Chapters 28E and 28F. The WRA is considered a "constituted authority" within the meaning of Revenue Ruling 57-187. A copy of the WRA Agreement is attached as Appendix One.

The WRA Agreement is an amendment and restatement of the Integrated Community Area Agreement (the "ICA Agreement") dated February 19, 1979 and its Supplements, entered into by and among the Cities of Altoona, Ankeny, Bondurant, Clive, Des Moines, Johnston, Pleasant Hill and West Des Moines, and Polk County, Warren County, the Urbandale Sanitary Sewer District and the Urbandale/Windsor Heights Sanitary District (the "Constituent Communities"). The Constituent Communities, along with the City of Norwalk and the Greenfield Plaza/Hills of Coventry Sanitary District (together, the "Participating Communities") are parties to the WRA Agreement, pursuant to approvals given by their governing bodies during April and May 2004.

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The WRA will be governed by an eighteen (18) member Board, comprised of representatives appointed by the governing bodies of the fourteen (14) Participating Communities. All Participating Communities have one appointed representative on the Board, except the cities of Des Moines which has three (3) representatives and Ankeny and West Des Moines each of which have two (2) representatives. The Board acts by a majority vote of those representatives present at the meeting at which the vote is taken, unless a population-weighted vote is requested by a Participating Community.

In addition to creating the new entity and providing for the organization of its governing board, the WRA Agreement provides for the acquisition by the WRA of the existing sanitary sewer facilities constructed under the ICA Agreement, the construction of future improvements that will benefit the Participating Communities, the delegation of certain operation and maintenance responsibilities to the City of Des Moines pursuant to a separate operating contract, and the preparation of an annual budget that allocates WRA expenses to each of the Participating Communities. The WRA Agreement also imposes surcharges for certain Participating Communities and any newly connecting communities that may join the WRA Agreement in the future. The WRA Agreement authorizes the issuance of bonds not to exceed $475,000,000 for the purpose of constructing the improvements described in the WRA Agreement, and the debt service on which will be allocated to the Participating Communities as described in the WRA Agreement. Financial & Security Provisions of the WRA Agreement. The WRA Agreement specifies the obligations of the Participating Communities to make timely payment for wastewater treatment services as well as payments due for the allocation of various reserves and debt costs. To the extent a Participating Community is delinquent in its payment of allocated debt service such that debt service reserve funds are drawn, all Participating Communities are required to “step-up” and pay special charges to fully replenish any reserve funds expended. While certain provisions of the WRA Agreement are summarized, respondents to the RFP should refer to the WRA Agreement for specific language articulating the various security provisions. Each Participating Community will make monthly payments of its allocated share of the operating budget and debt service on bonds to the WRA, and shall establish and maintain such rates and charges as will be necessary to provide each Participating Community with sufficient revenue, together with other funds or sources of revenues as may be appropriated for such purpose, as will produce at least 110% of the amount necessary to pay its share of WRA debt service and the principal and interest on all outstanding local obligations during the fiscal year. Each Participating Community has agreed to treat its obligation to pay debt service under the WRA Agreement as standing as nearly as practicable on a parity and equality of rank with respect to the lien and claim to the net revenues of the sanitary sewer utility of the Participating Community held by the holders of any other local obligations issued by the Participating Community. The financial officer of each Participating Community must certify annually to the WRA to the effect that (i) the Participating Community has included the amount of its debt service obligation to the WRA for the coming fiscal year as an outstanding obligation for purposes of any applicable rate covenant made by

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the Participating Community for the benefit of the holders of any outstanding local obligations, (ii) the Participating Community has not issued any local obligations within the fiscal year then ending except on the basis described above and (iii) the Participating Community has imposed sufficient rates and charges or appropriated other funds in its budget for the next fiscal year sufficient in amount to timely pay its monthly payment obligations to the WRA during the next fiscal year. In the event of failure by a Participating Community to make any payment due to the WRA as required under the WRA Agreement, which failure continues for a period of ten days, the unpaid amount shall bear interest from the due date until paid at a rate equal to the then-prevailing prime rate in effect at a national banking association with an office in the City of Des Moines designated by the Board. If any failure to make a required payment continues for a period of thirty days, the Board shall have the right to take any action at law or equity as may appear necessary or appropriate to collect the amounts then due and thereafter to become due, including those actions seeking money damages, specific performance or the appointment of a receiver to take control of the operation and management of the sanitary sewer utility system of the Participating Community.

In the event a payment default by a Participating Community results in an expenditure of debt service reserve funds being held as security for any series of bonds, the Board promptly shall order the imposition of a special charge upon the Participating Communities in the amount necessary to fully replenish the reserve fund so expended, which must be paid to the WRA within ninety days of the Board's action. Participating Communities. Certain information regarding the WRA Participating Communities, their relative contribution to WRA flow and revenues, as well as published credit ratings is summarized in the following table.

Calendar Year WRA Flow (000s) Bond Ratings

Participating 2001 2002 2003 Average Flow GO Sewer Community Flow Flow Flow Flow Ratios Rating1 Rating1

Des Moines 13,293 10,080 10,221 11,198 62.35% Aa2/AA+ Aa3/AAWest Des Moines 2,092 1,753 1,942 1,929 10.74% Aa1 Aa2Ankeny 1,368 1,148 1,193 1,236 6.88% Aa3 A1Urbandale Sanitary Sewer District 1,226 1,087 1,162 1,158 6.45% Aa3Clive 707 626 650 661 3.68% Aa2 A2Altoona 478 428 468 488 2.72% A2 A2Urbandale-Windsor Heights Sanitary Sewer District 376 348 371 365 2.03%Johnston 224 261 283 256 1.43% A1 A2Norwalk 242 207 248 232 1.29%Pleasant Hill 221 213 228 221 1.23%Greenfield 90 90 74 85 0.47%Polk County 60 76 94 77 0.43% Aa1/AA+/AA+Bondurant 68 49 44 54 0.30%Total 20,445 16,366 16,978 17,960 100.00%

Notes:1Ratings indicated are from Moody's, Standard and Poor's, and Fitch, respectively.The City of West Des Moines and the Urbandale Sanitary Sewer District have requested shadow ratings from Standard and Poor’s on outstanding sewer debt.The WRA intends to seek ratings from both Moody's and Standard & Poor's.

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Section II. Proposal Instructions

Proposal Format Proposals must be submitted both in electronic (“PDF”) and written format. The electronic submission must be submitted by the time and date specified. A signed original must be received within 24 hours of the submission deadline. To facilitate copying, the original copy of the proposal should be transmitted in a three-ring binder in which pages are removable. Proposals, including any/all appendices, but excluding tabs and the required and completed Non-Collusion Affidavit, shall not exceed twenty (20) pages in length on 8 ½ X 11 inch paper, single spaced using a minimum font size of 12 point. A cover letter of 2 pages may transmit the proposal. To facilitate a uniform review process, proposals are required to be organized in the following manner:

1. Title page that includes the subject of proposal, whether the respondent seeks to be considered as Senior Banker as well as a Co-Manager, name of contact person, telephone number, email address, facsimile telephone number, and date.

2. Responses to Section III. Required Responses. Please restate each question in that section followed by your response.

3. A completed Non-Collusion Affidavit. Submission of Proposals Electronic submission of proposals must be received at the Purchasing Agent’s office no later than 1:00 p.m. Central Daylight Savings Time, June 14, 2004. The electronic submission should be copied to Jeanne Vanda at Public Financial Management. Written proposals shall be delivered by 12:00 p.m. (Noon) Central Daylight Savings Time, June 15, 2004, to the office of the Purchasing Agent, with contact information as follow:

Michael L. Valen, Purchasing Agent City of Des Moines Purchasing Office

Des Moines City Hall 400 Robert D. Ray Drive Des Moines, Iowa 50309

Email: mlvalen@dmgov.org Phone Contact: (515) 283-4228

Fax: (515) 237-1668

Jeanne Vanda, Managing Director, PFM vandaj@publicfm.com

Mr. Valen will acknowledge receipt of electronic submissions. Proposals will not be accepted after the date and time specified in this section. A late proposal shall be returned unopened to the investment banking firm. Facsimile proposals will not be accepted.

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Requests for Clarification or Inquiries In order to ensure an open process and the provision of equal knowledge and opportunity to all potential proposers, the Purchasing Agent or his/her designee will serve as the sole point of contact for questions, objections, informational requests and requests for clarification or interpretation during the RFP process. Investment bankers with questions concerning the RFP must submit questions and request for clarifications in writing or via email no later than 11:00 a.m. Central Daylight Savings Time, Wednesday June 9 to Mr. Mike Valen, Purchasing Agent at the above referenced contact information. All questions will be answered in writing and distributed to each investment banking firm receiving the RFP by no later than 12:00 (Noon) Central Daylight Savings Time, Thursday June 10. Proposal Conference A proposal conference will not be held. Prohibition of Contact with officials of WRA or Participating Communities After issuance of the RFP by the WRA, persons or entities who intend to respond to such RFP by submission of a competitive proposal, and who desire to pose questions, objections, or requests for information, clarification or interpretation regarding any term, provision, or requirement of the RFP, shall not attempt to communicate with, in writing, electronically, or orally, any appointed or elected officials of the WRA, its Operating Contractor, or Participating Communities. (See “Section I. Introduction” for list of Participating Communities), other than the Operating Contractor's Purchasing Agent, in an attempt to gather information which would be helpful in responding to the RFP, or in an attempt to influence the WRA's consideration of its proposal. All inappropriate communications with WRA or Participating Communities officials or employees will be reported to the Purchasing Agent and the WRA Finance Committee. Such inappropriate communication by a proposer or potential proposer may, at the discretion of the Purchasing Agent or the WRA Finance Committee constitute grounds for disqualification of that proposer's proposal, resulting in the Purchasing Agent's refusal to accept such proposal or in the return of such proposal. The Purchasing Agent will advise WRA and Participating Communities officials and staff of the pendency of the RFP. WRA staff and Participating Communities officials will be prohibited from engaging in discussion of an RFP with a proposer or potential proposer unless so directed or approved by the Purchasing Agent.

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Timetable for Responses and Consideration The timetable for the selection of a senior banker and co-managers is aggressive and the WRA appreciates your cooperation and participation in this process. The tentative timetable is as follows: Event Date RFP Issued June 4, 2004 Written questions due to Purchasing Agent June 9, 2004, 11:00 a.m.

CDST Responses to written questions June 10, 2004, 12:00 p.m.

CDST Electronic Submission Deadline June 14, 2004, 1:00 p.m.

CDST Written Submission Deadline June 15, 2004, 12:00 p.m.

CDST Selection of banking firms for interviews June 16, 2004 Expected form of BPA submitted by interviewees June 21, 2004 Interviews for Senior Banker (in Des Moines) June 23, 2004 Notification of Selection & final negotiation of terms

June 24, 2004

Working Group Meeting June 30, 2004*, 2:00 p.m. CDST

WRA Board Meeting to approve banking team appointment

July 1, 2004*

*The selected Senior Banker and underwriters’ counsel are expected to be available for the scheduled June 30 Working Group meeting (2:00 p.m. CDST) and the July 1, 2004 (morning) WRA Board meeting. A reception and press event to announce the formation of the Des Moines Metropolitan Wastewater Reclamation Authority will follow the Board meeting. Evaluation Committee & Evaluation Criteria All proposals will be evaluated by members of the WRA Finance Committee, consisting of representatives of the various Participating Communities. A short list of firms to be interviewed will be determined by the WRA Finance Committee and members of the WRA Finance Committee, together with representatives from PFM and Ahlers Cooney will attend the interviews of selected banking firms. WRA Finance Committee members will rank the interviewed firms and develop a recommendation for consideration of the WRA Board. The evaluation criteria weighting for the criteria are as follows:

1. The firm’s approach to pre-marketing the WRA bonds and introducing the new credit to the market. (25%)

2. The firm’s distribution capabilities for national institutional sales. (20%) 3. The firm’s distribution capabilities for Iowa retail sales. (20%) 4. The firm’s approach to pricing the WRA bonds (20%) 5. The firm’s stated fees and proposed compensation (15%)

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Section III. Required Responses

The required responses for banking firms proposing to act as the Senior Banker as well as Co- Managers are based on the scope of services delineated below.

1. The Senior Banker will work with the WRA, the Operating Contractor and financial advisor to finalize a plan of finance for the proposed transaction. The WRA currently anticipates the issuance of two series of bonds as follows:

• Series 2004A Des Moines Metropolitan WRA Sewer Revenue Bonds. The bonds

will be issued as fixed rate bonds with a uniform amortization of the principal being defeased. Please assume the amortization of bonds June 1, 2005 through June 1, 2012 as provided in Appendix Two.

• Series 2004B Des Moines Metropolitan WRA Sewer Revenue Bonds will finance approximately $60,200,000 in construction projects to be completed through June 30, 2006. The par amount of fixed rate bonds is estimated at $69,680,000 with a 30 year amortization as indicated in Appendix Three.

The Senior Banker will not be responsible for analytics related to the allocation of debt costs to the Participating Communities.

2. The WRA, the Operating Contractor and PFM will direct all discussions with rating

agencies and credit enhancement providers. Preliminary meetings have been held with rating analysts from Moody’s Investors Service and Standard and Poor’s and rating analysts have commented on draft versions of the WRA Agreement. The Senior Manager will not be responsible for the primary analytics or credit presentation but may be requested to provide supporting documentation and participate in conference calls and meetings regarding the credit ratings and credit enhancement.

3. The Senior Banker will assist the WRA, the Operating Contractor and other finance

team members in drafting the Official Statement and other documents required to market and sell the Bonds.

4. The Senior Banker will identify the market and potential investors who are most likely

to purchase the offering at rates most favorable to the WRA and develop a marketing plan for review by the WRA Finance Committee.

5. The Senior Banker will manage the process of marketing and selling the Bonds,

including providing on-going analysis of market conditions leading up to and through the day of the sale, and advise the WRA with regard to market conditions and timing of the sale of the proposed bonds.

6. The Senior Banker will develop all marketing materials needed to sell the proposed

bonds at rates most favorable to the WRA, including scheduling and participating in informational meetings and/or calls as deemed necessary.

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7. The Senior Banker will communicate with the selected Co-managers and coordinate

pre-marketing activities among the banking team.

8. The Senior Banker will attend any working group or other related meetings as requested.

Required Responses Investment banking firms seeking to act as Senior Banker must respond to all the following questions. Firms seeking to be selected as a Co-manager for the WRA transactions should respond to those questions as indicated. Firms proposing but not selected for the Senior Banker role may be selected as a Co-manager based on their responses. Questions regarding Firm Qualifications (Co-manager response requested.) 1. Describe your firms experience and expertise in underwriting sewer revenue bonds. In

particular, describe any transactions completed for joint action utility authorities similar to the WRA.

2. Describe your retail distribution capabilities in Iowa. Specifically, please indicate the

number of offices and brokers located in Iowa. 3. Using rankings charts and other information, describe your national institutional sales

capabilities. 4. Provide brief resumes of the personnel who would be assigned to the WRA. Questions regarding the Plan of Finance 5. Please provide suggestions regarding the preliminary plan of finance for the new money

issuance estimated at $69,680,000, specifically addressing the issuance of traditional fixed rate serial and term bonds. For purposes of the RFP, please assume the issuance of the acquisition/defeasance bonds as indicated. The Senior Banker will have the opportunity to provide input on the acquisition bond structure following selection.

6. Would you recommend selling the acquisition and the new money bonds in one offering

and pursuant to a combined plan of finance or would you separate the two debt issuances?

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Questions regarding Marketing Strategy (Co-manager response requested.) 7. What do you see as the maximum Iowa retail sales for the WRA bonds? 8. Describe in detail your firm’s approach to maximizing retail sales. What specific pre-

marketing initiatives would you pursue? Would you recommend a separate retail order period? What level of takedowns would you recommend?

9. Describe your approach to introducing the WRA credit to institutional buyers. 10. From your perspective, how many co-managers should be included on the investment

banking team? 11. (Senior Manager question only) How would you propose to communicate with Co-

managers to ensure that all bankers aggressively market the WRA bonds? 12. (Co-manager question only) What suggestions do you have to enhance communications

among the banking team and facilitate your ability to more effectively market the WRA bonds?

Questions regarding pricing strategy for WRA bonds 13. Assuming that the WRA earns A1/A+ ratings and using the MMD AAA yield curve as of

June 9, 2004, please indicate your projected yields (including spread to AAA MMD) for the proposed WRA new money bonds.

14. What would be the projected yields and spread to AAA MMD assuming all the bonds are

insured? 15. How would your projections regarding pricing be impacted if the WRA bonds are rated

Aa3/AA-? Questions regarding fees and charges for investment banking services The WRA reserves the right to negotiate all aspects of underwriting compensation with the selected banking team. 16. Please detail all fees and expenses associated with underwriting services, including

management fees (if applicable), takedown and other underwriting expenses. 17. Please provide the names of two alternative law firms that could act as underwriters’

counsel and provide a fee estimate for this service. (Consideration should be given to firms with Iowa offices.)

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Question regarding litigation and regulatory actions (Co-manager response requested) 18. Provide information regarding any filed, pending litigation against the firm in the last five

years related to the firm’s sale or underwriting of municipal bonds.

Please indicate if there are any pending or past legal actions or investigations by the Securities and Exchange Commission (or any other regulatory body of federal, state or local government) regarding the conduct of your firm, the firm’s management or employees during the last three years. Describe the resolution of all such legal actions/investigations including detailed information regarding any actions taken against your firm or any of its employees except to the extent constrained by confidentiality agreements or orders.

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Section IV. Standard Provisions & Requirements

1. Proposal Must Be Signed by Proposer or Its Officer or Designated Agent A proposal submitted in response to the WRA’s Request for Proposals shall be signed by the proposer if an individual, or by an officer of the proposing firm, or by a designated agent empowered to bind the firm in a contract. 2. Partnership and Joint Venture Proposals; Use of Corporate Name or Fictitious Corporate Name. (a) If a proposal is submitted by two or more persons acting as a partnership, the names of the persons appearing on the proposal must be followed by the notation -- "a partnership", or words of similar import. (b) If a proposal is submitted by two or more persons or corporate entities as a joint venture, the names of the persons or entities appearing on the proposal must be followed by the notation -- "a joint venture". In that instance, the proposal must also be signed by all such persons an/or the authorized agents of all such entities, and the proposal bond or fidelity bond, if any is required, must cover the joint venture. Joint venture proposals shall identify which person or firm will act as lead person of firm. (c) A proposal submitted by two or more persons or corporate entities without any indication that they are submitting it as a joint venture, without being signed by all such persons and/or the authorized representatives of all such entities, and without a proposal bond or fidelity bond covering all such persons or entities as a joint venture, will be subject to rejection. (d) In submitting a proposal and in entering into a contract in response to this RFP, a corporate entity may use its fictitious corporate name in addition to its legal corporate name, if the fictitious name is appropriately registered with the Iowa Secretary of State. Proposers are advised to exercise care in the use of any fictitious name for their firms. 3. Collusion Prohibited - Affidavit Required. Proposers are prohibited from colluding with any other proposer or person to put in a sham proposal or to refrain from making a proposal, and are prohibited from seeking, directly or indirectly, by agreement or collusion, or communication or conference, with any person, to fix the proposal price of the proposer or of any other proposer. Proposers will be required to execute and submit with their proposals a Non-Collusion Affidavit in the form appended hereto as Attachment 1. 4. Gratuities Prohibited. (a) The laws of Iowa provide that it is a felony to offer, promise, or give any thing of value or benefit to government employees with the intent to influence that employee’s acts, opinion,

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judgment or exercise of discretion with respect to that employee’s duties. Evidence of violations of this clause will be turned over to the appropriate law enforcement agency. (b) The WRA provides reimbursement for transportation lodging, meals and miscellaneous expense for its employees incurred while on duty and engaged in the preparation or evaluation of RFPs. 5. Proposals Not Confidential; Proposer Requests for Confidentiality Under Iowa Open Records Law, Chapter 22 of Iowa Code; Disclosure of Proposal Content. Under Chapter 22 of the Iowa Code, “Examination of Public Records”, all records of a governmental body are presumed to be public records, open to inspection by members of the public. Section 22.7 of the Iowa Code sets forth a number of exceptions to that general rule, establishing several categories of “confidential records”. Under this provision, confidential records are to be kept confidential, “unless otherwise ordered by a court, by the lawful custodian of the records, or by another person duly authorized to release such information”. Among the public records which are considered confidential under this Iowa Code provision are the following:

• Trade secrets which are recognized and protected as such by law. • Reports to governmental agencies which, if released, would give advantage to

competitors and serve no public purpose. Under Chapter 22 of the Iowa Code, the WRA and the Operating Contractor, as custodians of the proposal submitted in response to a Request for Proposals, may, but are not required, to keep portions of such proposals confidential under exceptions noted above. If a responding individual or company determines that a portion or portions of its proposal constitute a trade secret, or should otherwise be kept confidential to avoid giving advantage to competitors, a confidentiality request may be submitted with the proposal identifying which portion or portions of the proposal or bid should be kept confidential and why. The burden will be on each individual proposer to make such confidentiality request and to justify application of a confidentiality exception to its proposal. The WRA and the Operating Contractor will not under any circumstance consider the entire proposal to be a confidential record. If a request is thereafter made by a member of the public to examine a proposal including the portion or portions thereof for which a confidentiality request has been made, the Purchasing Agent will so notify the proposer and will keep confidential that portion of the proposal covered by the confidentiality request, pending action by the proposer requesting confidentiality to defend its request. In that notification, the proposer requesting confidentiality will be given not more than 5 calendar days within which to file suit in Polk County District Court seeking the entry of a declaratory order and/or injunction to protect and keep confidential such portion of its proposal. Absent such action by a proposer requesting confidentiality, and absent the entry of a court order declaring such portion or portions of the proposal confidential, the entire proposal will be released for public examination. If the process for selecting the best proposal includes two or more evaluation stages, in which proposals are evaluated at each stage and the field of competing proposals is reduced, all proposals submitted shall be kept confidential, pursuant to Section 22.7 of the Iowa Code,

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subsection 6 cited above, until completion of the final stage of the evaluation process in order to avoid giving advantage to competing proposers. Upon completion of the final stage in the evaluation process, all competing proposals shall be subject to disclosure, if not otherwise determined confidential as above provided. 6. Rejection of Proposals. The WRA reserves the right to reject any or all proposals in whole or in part received in response to the RFP. The WRA will not pay for any information requested in the RFP, nor is it liable for any cost incurred by a proposer in responding to the RFP. 7. WRA Board Selection of Best Proposal and Authorization to Execute an Engagement Letter with Successful Proposer - Notification of Successful Proposer. The WRA Board will by resolution approve the proposal which it selects as the best proposal and authorize execution of an engagement letter. Upon the WRA Board's approval of the proposal, the Secretary will give notice advising the proposer whose proposal was selected (hereafter the "successful proposer"). 8. Bond Purchase Agreement. The WRA will negotiate a bond purchase agreement with the successful proposer concerning the sale and offering of the bonds to the public. Those firms selected for interviews will be required to submit their expected form of bond purchase agreement to the WRA for review by no later than June 21, 2004. 9. Disposition of Proposals. All proposals submitted in response to the RFP become the property of the WRA and will not be returned to unsuccessful proposers. 10. Assignment of Contract Prohibited Unless Approved in Writing by the WRA. No contract awarded pursuant to RFP shall be assignable by the successful proposer without the written consent of the WRA Board.

11. Discrimination and Affirmative Action Proposers shall comply with the provisions of Federal, State and Local laws and regulations to insure that no employee or applicant for employment is discriminated against because of race, religion, color, age, sex, national origin, sexual orientation, ancestry, or disability. Proposer shall have an affirmative action plan and shall provide the appropriate City, State or Federal agencies with reports required to insure compliance with equal employment legislation and regulations if requested. Proposer shall insure that all authorized sub-proposers comply with provisions of this clause. Iowa Executive order #15, dated April 2, 1973, requires every contractor or subcontractor to have on file their affirmative action program prior to making a bid or proposal, and that a breach of this paragraph shall be considered a material breach of this contract.

Appendix 1Series 2004A Des Moines Metropolitan Wastewater Reclamation AuthorityRevenue Acquisition Bonds

Payment Par Interest Debt

Date Amount Expense1 Service06/01/05 3,695,000 835,961 4,530,96106/01/06 3,675,000 850,621 4,525,62106/01/07 3,750,000 769,771 4,519,77106/01/08 3,860,000 668,896 4,528,89606/01/09 3,965,000 550,394 4,515,39406/01/10 4,120,000 415,980 4,535,98006/01/11 3,660,000 266,012 3,926,01206/01/12 3,155,000 126,200 3,281,200Total 29,880,000 4,483,833 34,363,833

Sources of Funds Bond Proceeds 29,880,000 Existing DSRF Funds 5,165,081Total Sources 35,045,081

Uses of Funds Escrow Deposit2 31,494,215 Debt Service Reserve Fund 2,988,000 Insurance, Underwriter, & COI 562,866Total Uses 35,045,081

Notes:1Assumes bonds are sold at the A scale, current as of May 28, 2004.2Assumes May 28, 2004 SLG file.

Appendix 2Series 2004B Des Moines Metropolitan Wastewater Reclamation Authority Sewer Revenue Bonds

Payment Par Interest Debt

Date Amount Expense1 Service06/01/0506/01/06 3,731,413 3,731,41306/01/07 1,130,000 3,731,413 4,861,41306/01/08 1,165,000 3,697,174 4,862,17406/01/09 1,205,000 3,656,749 4,861,74906/01/10 1,250,000 3,610,477 4,860,47706/01/11 1,305,000 3,558,852 4,863,85206/01/12 1,355,000 3,501,823 4,856,82306/01/13 1,415,000 3,439,493 4,854,49306/01/14 1,490,000 3,372,281 4,862,28106/01/15 1,565,000 3,299,718 4,864,71806/01/16 1,640,000 3,221,781 4,861,78106/01/17 1,725,000 3,138,961 4,863,96106/01/18 1,805,000 3,050,813 4,855,81306/01/19 1,900,000 2,957,495 4,857,49506/01/20 2,155,000 2,858,315 5,013,31506/01/21 2,365,000 2,744,315 5,109,31506/01/22 2,490,000 2,617,551 5,107,55106/01/23 2,650,000 2,482,344 5,132,34406/01/24 2,795,000 2,336,594 5,131,59406/01/25 2,950,000 2,181,472 5,131,47206/01/26 3,115,000 2,015,977 5,130,97706/01/27 3,290,000 1,839,979 5,129,97906/01/28 3,475,000 1,653,436 5,128,43606/01/29 3,675,000 1,455,709 5,130,70906/01/30 3,885,000 1,246,234 5,131,23406/01/31 4,105,000 1,024,400 5,129,40006/01/32 4,340,000 789,594 5,129,59406/01/33 4,590,000 540,912 5,130,91206/01/34 4,850,000 277,905 5,127,905

Total 69,680,000 74,033,174 143,713,174

Sources of Funds Bond Proceeds 69,680,000

Uses of Funds Core Projects 30,066,540 Expansion Projects 17,331,291 SW Diversion Projects 12,808,472 Debt Service Reserve Fund 5,132,344 Capitalized Interest 3,089,929 Insurance2, Underwriter, & COI 1,251,424Total Uses 69,680,000

Notes:1Assumes bonds are sold at the A scale, current as of May 6, 2004, plus an additional 50 bps for market movement.2 Premium represents 30 basis points of total debt service, inclusive of the capitalized interest payment not shown here.

ATTACHMENT 1 NON-COLLUSION AFFIDAVIT

The Proposer hereby certifies: 1. That this proposal is not affected by, contingent on, or dependent on any other proposal submitted for

consideration by the WRA; and 2. That no individual employed by the Proposer was paid or will be paid by any person, corporation,

firm, association, or other organization for soliciting the proposal, other than the payment of their normal compensation to persons regularly employed by the Proposer whose services in connection with the making of this proposal were in the regular course of their duties for the Proposer; and

3. That no part of the compensation to be received by the Proposer was paid or will be paid to any

person, corporation , firm, association, or other organization for soliciting the proposal, other than the payment of their normal compensation to persons regularly employed by the Proposer whose services in connection with the making of this proposal were in the regular course of their duties for the Proposer; and

4. That this proposal is genuine and not collusive or sham; that the Proposer has not colluded, conspired,

connived or agreed, directly or indirectly, with any other proposer or person, to put in a sham proposal or to refrain from making a proposal, and has not in any manner, directly or indirectly, sought, by agreement or collusion, or communication or conference, with any person, to fix the proposal price of Proposer or of any other Proposer, and that all statements in this proposal are true; and

5. That the individual(s) executing this proposal have the authority to execute this proposal on behalf of

the Proposer. Proposer

Signature

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