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HomeMy WebLinkAbout2002-12-16-Resolutions 02-190_Bonds - Private School Facility Revenue - IssuanceRESOLUTION NO.02-190 "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $9,500,000 AGGREGATE PRlNCIP AL AMOUNT OF PRIVATE SCHOOL FACILITY REVENUE BONDS,SERIES 2002,OF THE CITY OF WAUKEE, IOWA;THE EXECUTION AND DELIVERY OF A TRUST INDENTURE TO SECURE SAID BONDS;THE EXECUTION AND DELNERY OF A LOAN AGREEMENT BETWEEN SAID CITY AND ST.FRANCIS OF ASSISI SCHOOL CORPORATION OF WEST DES MOINES,IOWA PROVIDING FOR THE REPAYMENT OF THE LOAN OF THE PROCEEDS OF SAID BONDS AND THE SECURING OF SAID REPAYMENT OBLIGATION;THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT RELATING TO THE SALE OF SAID BONDS;AND RELATED MATTERS." WHEREAS,the City of Waukee,Iowa,a political subdivision organized and existing under the Constitution and laws of the State ofIowa (the "Issuer"),is authorized by Chapter 419 of the Iowa Code,as amended (the "Act"),to issue revenue bonds for the purpose of defraying the cost of acquiring,constructing,installing and equipping a "project",as that term is defined in the Act,including any land,buildings or improvements suitable for use as a facility for an organization described in Section 501(c)(3)of the Internal Revenue Code (the "Code")which is exempt from federal income tax under Section 501(a)of the Code (a "Tax Exempt Organization")and to refmance any existing indebtedness on a facility for a Tax Exempt Organization;and WHEREAS,the Issuer has been requested by St.Francis of Assisi School Corporation of West Des Moines,Iowa,an Iowa nonprofit corporation and a Tax Exempt Organization (the "Borrower"),to authorize and issue its bonds pursuant to the provisions ofthe Act for the purpose of defraying all or a portion of the cost of (i)acquisition of land and construction of an addition to the Borrower's existing elementary school, including a gymnasirnn,classrooms,cafeteria,media center and music and art rooms,(ii) retiring existing indebtedness,the proceeds of which were used to construct the existing school facility (together the "Project"),all located at 7075 Ashworth Road,West Des Moines,Iowa within 8 miles of the boundaries of the Issuer and (iii)paying related costs, including costs of issuance of the Bonds;and WHEREAS,pursuant to published notice of intention,this City Council has conducted a public hearing on this date,as required by Section 419.9 of the Act and Section 147(f)of the Intemal Revenue Code of 1986 (the "Code")at the time and place as specified in said notice of hearing and any and all objections or other comments relating to such bonds have been heard;and WHEREAS,the Issuer has determined to proceed with the issnance of$9,500,000 aggregate principal amount of Private School Revenue Bonds (St.Francis of Assisi School Corporation Project)Series 2002 (the "Bonds")to finance the Project;and WHEREAS,the Borrower has arranged for the sale of the Bonds to DM Kelly & Company (the "Underwriter")pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement")among the Borrower,the Issuer and the Underwriter.1 NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee, Iowa,as follows: Section 1.In order to provide for the fmancing of the Project,the Bonds are hereby authorized and ordered to be issued pursuant to the Trust Indenture to be dated as of December 1,2002 (the "Indenture")by and between the Issuer and West Des Moines State Bank:(the "Trustee"),in substantially the form as has been presented to this Board and containing substantially the terms and provisions set forth therein,with such changes therein as shall be approved by the officers of the Issuer executing the Bonds,and the forms,terms and provisions of the Bonds and the Indenture are hereby approved,and the Mayor and the City Clerk:are hereby authorized and directed to execute,attest,seal and deliver the Indenture,and the Mayor and the City Clerk are further authorized and directed to execute,attest,seal and deliver the Bonds as provided in the Indenture, including the use of facsimile signatures as therein provided;the Bonds shall be in an aggregate principal amount of $9,500,000 and shall bear interest at a net interest cost not to exceed 5.50%per annum,shall be sold at such prices,shall mature on the dates and in the amounts and shall be subject to redemption on such dates and in such amonnts as provided in the Indenture.The execution and delivery by the Mayor and City Clerk:of the Indenture on behalf of the Issuer shall constitute approval by the Issuer of such interest rates,aggregate principal amonnt,and provisions thereof. Section 2.The Issuer will loan the proceeds of the Bonds to the Borrower to provide for the financing ofthe Project,such loan ofthe proceeds of the Bonds to be pursuant to the Loan Agreement to be dated as of December I,2002 (the "Agreement"), by and between the Issuer and the Borrower,in substantially the form as has been presented to this Board and containing substantially the terms and provisions set forth therein,but with such changes therein as shall be approved by the officers executing the Bond Purchase Agreement on behalf of the Issuer.The Agreement is hereby authorized and approved,and the form,terms and provisions ofthe Agreement are hereby approved, and the Mayor and the City Clerk are hereby authorized and directed to execute,attest, seal and deliver the Agreement. Section 3.The sale of the Bonds to the Underwriter pursuant to the Bond Purchase Agreement in substantially the form as has been presented to this Council and containing substantially the terms and provisions set forth therein,but with such changes therein as shall be approved by the officers executing the Bond Purchase Agreement on behalf of the Issuer,is hereby authorized and approved and the form,terms and provisions of the Bond Purchase Agreement are hereby approved,and the execution and delivery of the Bond Purchase Agreement by the Mayor is hereby authorized and approved. Section 4.The Tax Certificate and Agreement (the "Tax Certificate")among the Borrower,the Issuer,and the Trustee in substantially the form as has been presented to this Board and containing substantially the terms and provisions set forth therein,but with such changes therein as shall be approved by the officers executing the Tax Certificate on behalf of the Issuer,is hereby authorized and approved and the form,terms and provisions of the Tax Certificate are hereby approved,and the execution and delivery ofthe Tax Certificate by the Mayor or the City Clerk is hereby authorized and approved. Section 5.The use by the Underwriter of the Official Statement,with such changes and additions as are necessary to reflect the final terms of the transaction (the "Official Statement")in connection with the purchase of the Bonds is hereby authorized and approved;provided such authorization and approval shall not be deemed to include authorization and approval of information contained in the Official Statement other than information describing the Issuer or its litigation and only as the same relates to the Issuer,but nothing contained in this Resolution shall be construed as prohibiting or limiting the Underwriter and the Borrower from including such information as they reasonably deem appropriate.The Official Statement as of its date is deemed final by the Issuer within the meaning of Rule l5c2-12(b )(1)ofthe Securities and Exchange Commission. Section 6.The Bonds and interest and premium,if any,thereon shall never constitute a debt or indebtedness of the Issuer within the meaning of any constitutional or statutory provision or limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers,but the Bonds and interest and premium,if any,thereon shall be payable solely and only from the revenues derived from the Agreement and the debt obligations of the Borrower thereunder;and no part of the cost of financing the Project will be payable out of the general funds or other contributions ofthe Issuer except the proceeds of the Bonds and any subsequent issues of bonds permitted under the Agreement and the Indenture. Section 7.Based upon data provided by the Underwriter,the amount necessary in each year to pay the principal of,premium,if any,and interest on the Bonds proposed to be issued is set forth in the Agreement and the debt obligations of the Borrower thereunder insures that the Borrower is obligated to pay amounts sufficient to pay the principal of,premium,if any,and interest on the Bonds and the payment of such amounts by the Borrower to the Trustee pursuant to the Agreement is hereby authorized, approved and confirmed. Section 8.The Mayor and the City Clerk are hereby authorized and directed to execute,attest,seal and deliver any and all documents and do any and all things deemed necessary to effect the issuance and sale of the Bonds and the execution and delivery ofthe Agreement,the Indenture,the Tax Certificate and the Bond Purchase Agreement,and to carry out the intent and purposes of this Resolution,including the preamble hereto;and the execution by the Mayor and,if required,the City Clerk,ofthe Bonds,the Indenture,the Agreement,the Tax Certificate and the Bond Purchase Agreement shall constitute conclusive evidence of their approval and this Council's approval thereof and of any and all changes,modifications,additions or deletions therein from the respective forms thereof now before this meeting. Section 9.In order to qualify the Bonds as "qualified tax exempt obligations" within the meaning of Section 265(b)(3)of the Code,the Issuer hereby makes the following factual statements and representations: (A)The Issuer hereby designates the Bonds as "qualified tax-exempt obligations"for purposes of Section 265(b )(3)of the Code; (B)The reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii)of Section 265(b)(3)(c)of the Code)which will be issued by the Issuer (and all entities whose obligations will be aggregated with those of the Issuer)during this calendar year 2002 will not exceed $10,000,000;and (C)Not more than $10,000,000 of obligations issued by the Issuer during this calendar year 2002 have been designated for purposes of Section 265(b)(3)of the Code. The Issuer shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. Section 10.The provisions of this Resolution are hereby declared to be separable and if any action,phrase or provisions shall for any reason be declared to be invalid,such declaration shall not affect the validity ofthe remainder of the sections, phrases and provisions. 1 Section 11.This Resolution shall be null and void in the event the Bonds are not issued on or before December 31,2002. Section 12.This Resolution shall become effective immediately upon its passage and approval. Passed this 16th day of December 2002. CITY OF WAUKEE,IOWA (SEAL) Mark D.Leslie,May r .1 ROLL CALL VOTE AYE NAY ABSENT Nicholas C.Gruber X Donald L.Bailey,Jr.X Bill Peard X Mike Watts X Wayne Johnson X /