HomeMy WebLinkAbout2023-07-24 I01F_02 Bond - Stormwater Revenue Series 2023C - Advertise SaleAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: July 24, 2023
AGENDA ITEM:Consideration of approval of a resolution directing the advertisement for
sale and approving electronic bidding procedures and Official Statement
[$3,350,000 Stormwater Revenue Bonds, Series 2023C]
FORMAT:Consent Agenda
SYNOPSIS INCLUDING PRO & CON: The proposed resolution sets August 7, 2023, as the
date for receipt of bids and consideration of sale.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$3,350,000
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
II. Preliminary Official Statement, Series 2023C
PREPARED BY:Becky Schuett
REVIEWED BY:
I1F2
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RESOLUTION 2023-
RESOLUTION DIRECTING THE ADVERTISEMENT FOR
SALE OF $3,350,000 STORMWATER REVENUE BONDS,
SERIES 2023C, AND APPROVING ELECTRONIC BIDDING
PROCEDURES AND OFFICIAL STATEMENT
WHEREAS, the Issuer is in need of funds to pay costs of acquisition, construction,
reconstruction, extending, remodeling, improving, repairing and equipping all or part of the
Stormwater Management Utility, including those costs associated with the Little Walnut Creek
Regional Stormwater Wetlands project, and it is deemed necessary and advisable that
Stormwater Revenue Bonds, to the amount of not to exceed $3,000,000 be authorized for said
purpose(s); and
WHEREAS, pursuant to notice published as required by Section 384.84A of the Code of
Iowa, this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of the Bonds, and no petition requesting an election on the question
of issuing said Bonds was received, the Council is therefore now authorized to proceed with the
issuance of said Bonds for such purpose(s); and
WHEREAS, the Issuer is in need of funds to pay costs of acquisition, construction,
reconstruction, extending, remodeling, improving, repairing and equipping all or part of the
Stormwater Management Utility, including those costs associated with the NW Sunrise Project,
and it is deemed necessary and advisable that Stormwater Revenue Bonds, to the amount of not
to exceed $600,000 be authorized for said purpose(s); and
WHEREAS, pursuant to notice published as required by Section 384.84A of the Code of
Iowa, this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of the Bonds, and the Council is therefore now authorized to
proceed with the issuance of said Bonds for such purpose(s); and
WHEREAS, in conjunction with its Municipal Advisor, PFM Financial Advisors LLC,
the City has caused an Official Statement to be prepared outlining the details of the proposed sale
of the Bonds; and
WHEREAS, the Council has received information from its Municipal Advisor evaluating
and recommending the procedure hereinafter described for electronic and internet bidding to
maintain the integrity and security of the competitive bidding process and to facilitate the
delivery of bids by interested parties; and
WHEREAS, the Council deems it in the best interests of the City and the residents
thereof to receive bids to purchase such Bonds by means of both sealed and electronic internet
communication.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WAUKEE, STATE OF IOWA:
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Section 1.That the receipt of electronic bids through the Parity Competitive Bidding
System described in the Notice of Sale and Official Statement are hereby found and determined
to provide reasonable security and to maintain the integrity of the competitive bidding process,
and to facilitate the delivery of bids by interested parties in connection with the offering at public
sale.
Section 2.That Stormwater Revenue Bonds, Series 2023C, of City of Waukee, State of
Iowa, in the amount of $3,350,000, to be issued as referred to in the preamble of this Resolution,
to be dated September 6, 2023, be offered for sale pursuant to the published advertisement.
Section 3.That the preliminary Official Statement in the form presented to this meeting
be and the same hereby is approved as to form and deemed final for purposes of Rule 15c2-12 of
the Securities and Exchange Commission, subject to such revisions, corrections or modifications
as the Mayor and City Clerk, upon the advice of bond counsel, disclosure counsel, and the City's
Municipal Advisor, shall determine to be appropriate, and is authorized to be distributed in
connection with the offering of the Bonds for sale.
Section 4.That the Clerk is hereby directed to publish notice of sale of the Bonds at least
once, the last one of which shall be not less than four clear days nor more than twenty days
before the date of the sale. Publication shall be made in the "The Dallas County News", a legal
newspaper, printed wholly in the English language, published within the county in which the
Bonds are to be offered for sale or an adjacent county. The notice is given pursuant to Chapter
75 of the Code of Iowa, and shall state that this Council, on the 7th day of August, 2023, at 5:30
P.M., will hold a meeting to receive and act upon bids for said Bonds, which bids were
previously received and opened by City Officials at 10:00 A.M. on said date. The notice shall be
in substantially the following form:
(To be published on or before August 1, 2023)
NOTICE OF BOND SALE
Time and Place of Sealed Bids: Bids for the sale of Bonds of the City of Waukee, State
of Iowa, hereafter described, must be received at the office of the City Clerk, Council Chambers,
City Hall, 230 West Hickman Road, Waukee, Iowa 50263; Telephone: 515-987-4522 (the
"Issuer") before 10:00 A.M., on the 7th day of August, 2023. The bids will then be publicly
opened and referred for action to the meeting of the City Council in conformity with the TERMS
OF OFFERING.
The Bonds: The Bonds to be offered are the following:
GENERAL OBLIGATION BONDS, SERIES 2023B, in the
amount of $38,305,000*, to be dated September 6, 2023
STORMWATER REVENUE BONDS, SERIES 2023C, in the
amount of $3,350,000*, to be dated September 6, 2023
(collectively the "Bonds")
*Subject to principal adjustment pursuant to official Terms of Offering.
Manner of Bidding: Open bids will not be received. Bids will be received in any of the
following methods:
Sealed Bidding: Sealed bids may be submitted and will be received at the office
of the City Clerk at City Hall, 230 West Hickman Road, Waukee, Iowa 50263.
Electronic Internet Bidding: Electronic internet bids will be received at the office
of the City Clerk at City Hall, 230 West Hickman Road, Waukee, Iowa 50263
and/or the City’s Municipal Advisor, PFM Financial Advisors LLC, 801 Grand
Avenue, Suite 3300, Des Moines, Iowa. The bids must be submitted through the
PARITY® competitive bidding system.
Consideration of Bids: After the time for receipt of bids has passed, the close of sealed
bids will be announced. Sealed bids will then be publicly opened and announced. Finally,
electronic internet bids will be accessed and announced.
Sale and Award: The sale and award of the Bonds will be held at the Council Chambers,
City Hall, 230 West Hickman Road, Waukee, Iowa at a meeting of the City Council on the above
date at 5:30 P.M.
Official Statement: The Issuer has issued an Official Statement of information pertaining
to the Bonds to be offered, including a statement of the Terms of Offering and an Official Bid
Form, which is incorporated by reference as a part of this notice. The Official Statement may be
obtained by request addressed to the Finance Director, City Hall, 230 West Hickman Road,
Waukee, Iowa 50263; Telephone: 515-987-7919 or the Issuer's Municipal Advisor, PFM
Financial Advisors LLC, 801 Grand Avenue, Suite 3300, Des Moines, Iowa, 50309, Telephone:
515-724-5724.
Terms of Offering: All bids shall be in conformity with and the sale shall be in
accordance with the Terms of Offering as set forth in the Official Statement.
Legal Opinion: The Bonds will be sold subject to the opinion of Ahlers & Cooney, P.C.,
Attorneys of Des Moines, Iowa, as to the legality and their opinion will be furnished together
with the printed Bonds without cost to the purchaser and all bids will be so conditioned. Except
to the extent necessary to issue their opinion as to the legality of the Bonds, the attorneys will not
examine or review or express any opinion with respect to the accuracy or completeness of
documents, materials or statements made or furnished in connection with the sale, issuance or
marketing of the Bonds.
Rights Reserved: The right is reserved to reject any or all bids, and to waive any
irregularities as deemed to be in the best interests of the public.
By order of the City Council of the City of Waukee, State of Iowa.
Rebecca D. Schuett
City Clerk, City of Waukee, State of Iowa
(End of Notice)
PASSED AND APPROVED this 24th day of July, 2023.
__________________________________
Mayor
ATTEST:
__________________________________
City Clerk
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PRELIMINARY OFFICIAL STATEMENT DATED July 17, 2023
New Issue Rating: Application Made to Moody’s Investors Service
Assuming compliance with certain covenants, in the opinion of Ahlers & Cooney, P.C., Bond Counsel, under present law and assuming
continued compliance with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), interest on the Bonds is
excludable from gross income for federal income tax purposes. Interest on the Bonds is not an item of tax preference for purposes of
the federal alternative minimum tax on individuals; however, such interest is taken into account in determining the annual adjusted
financial statement income of applicable corporations (as defined in Section 59(k) of the Code) for the purpose of computing the
alternative minimum tax imposed on corporations for tax years beginning after December 31, 2022. The Bonds will NOT be designated
as “qualified tax-exempt obligations”. See “TAX MATTERS” section for a more detailed discussion.
CITY OF WAUKEE, IOWA
$3,350,000* Stormwater Revenue Bonds, Series 2023C
BIDS RECEIVED: Monday, August 7, 2023, 10:00 A.M., Central Time
AWARD: Monday, August 7, 2023, 5:30 P.M., Central Time
Dated: Date of Delivery (September 6, 2023) Principal Due: June 1 as shown inside front cover
The $3,350,000* Stormwater Revenue Bonds, Series 2023C (the “Bonds”) are being issued pursuant to Subchapter V of
Chapter 384 of the Code of Iowa, and a resolution (the “Resolution”) to be adopted by the City Council of the City of
Waukee, Iowa (the “City”). The Bonds are being issued to provide funds to pay costs of acquisition, construction,
reconstruction, extending, remodeling, improving, repairing and equipping all or part of the Stormwater Management Utility
(the “System”), including those costs associated with the Little Walnut Creek Regional Stormwater Wetlands and NW
Sunrise projects. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY but are payable solely and only
from Net Revenues (as defined in the Resolution) of the System.
The Bonds will be issued as fully registered Bonds without coupons and, when issued, will be registered in the name of
Cede & Co., as nominee of The Depository Trust Company (“DTC”). DTC will act as securities depository for the Bonds.
Individual purchases may be made in book-entry-form only, in the principal amount of $5,000 and integral multiples thereof.
The Purchaser will not receive certificates representing their interest in the Bonds purchased. Principal of the Bonds,
payable annually on each June 1, beginning June 1, 2024, and interest on the Bonds, payable initially on June 1, 2024 and
thereafter on each June 1 and December 1, will be paid to DTC by the City’s Registrar/Paying Agent, UMB Bank N.A.,
West Des Moines, Iowa (the “Registrar”). DTC will in turn remit such principal and interest to its participants for
subsequent disbursements to the beneficial owners of the Bonds as described herein. Interest and principal shall be paid to
the registered holder of a bond as shown on the records of ownership maintained by the Registrar as of the 15th day of the
month preceding the interest payment date (the “Record Date”).
THE BONDS WILL MATURE AS LISTED ON THE INSIDE FRONT COVER
MINIMUM BID: $3,309,800
GOOD FAITH DEPOSIT: $33,500 Required of Purchaser Only
TAX MATTERS: Federal: Tax-Exempt
State: Taxable
See “TAX MATTERS” for more information
The Bonds are offered, subject to prior sale, withdrawal or modification, when, as, and if issued subject to the to the
unqualified approving legal opinion of Ahlers & Cooney, P.C., Bond Counsel, Des Moines Iowa, to be furnished upon
delivery of the Bonds. Ahlers & Cooney, P.C. is also serving as Disclosure Counsel for the City in connection with the
issuance of the Bonds. It is expected the Bonds in the definitive form will be available for delivery on or about
September 6, 2023 via Fast Automated Securities Transfer delivery with the Registrar holding the Bonds on behalf of DTC.
The Preliminary Official Statement in the form presented is deemed final for purposes of Rule 15c2-12 of the Securities
and Exchange Commission, subject to revisions, corrections or modifications as determined to be appropriate, and is
authorized to be distributed in connection with the offering of the Bonds for sale.
*Preliminary; subject to change.
CITY OF WAUKEE, IOWA
$3,350,000* Stormwater Revenue Bonds, Series 2023C
MATURITY: The Bonds will mature June 1 in the years and amounts as follows:
Year Amount* Year Amount*
2024 $100,000 2034 $165,000
2025 100,000 2035 175,000
2026 100,000 2036 185,000
2027 115,000 2037 195,000
2028 120,000 2038 200,000
2029 130,000 2039 215,000
2030 135,000 2040 225,000
2031 140,000 2041 235,000
2032 150,000 2042 250,000
2033 155,000 2043 260,000
* PRINCIPAL
ADJUSTMENT: Preliminary; subject to change. The City reserves the right to increase or decrease the aggregate
principal amount of the Bonds and to increase or reduce each scheduled maturity thereof after
the determination of the successful bidder. The City may increase or decrease each maturity
in increments of $5,000 but the total amount to be issued will not exceed $3,600,000. Interest
rates specified by the successful bidder for each maturity will not change. Final adjustments
shall be in the sole discretion of the City.
The dollar amount of the purchase price proposed by the successful bidder will be changed if
the aggregate principal amount of the Bonds is adjusted as described above. Any change in the
principal amount of any maturity of the Bonds will be made while maintaining, as closely as
possible, the successful bidder's net compensation, calculated as a percentage of Bond
principal. The successful bidder may not withdraw or modify its bid as a result of any post-bid
adjustment. Any adjustment shall be conclusive and shall be binding upon the successful
bidder.
INTEREST: Interest on the Bonds will be payable on June 1, 2024 and semiannually thereafter.
OPTIONAL
REDEMPTION: The Bonds, due after June 1, 2031, will be subject to call on said date or on any date thereafter
upon terms of par plus accrued interest to the date of call. Written notice of such call shall be
given at least thirty (30) days prior to the date fixed or redemption to the registered owners of
the Bonds to be redeemed at the address shown on the registration books.
COMPLIANCE WITH S.E.C. RULE 15c2-12
Municipal obligations (issued in an aggregate amount over $1,000,000) are subject to General Rules and Regulations,
Securities Exchange Act of 1934, Rule 15c2-12 Municipal Securities Disclosure.
Preliminary Official Statement: This Preliminary Official Statement was prepared for the City for dissemination to
prospective bidders. Its primary purpose is to disclose information regarding the Bonds to prospective bidders in the
interest of receiving competitive bids in accordance with the TERMS OF OFFERING contained herein. Unless an
addendum is received prior to the sale, this document shall be deemed the near f inal “Official Statement”.
Review Period: This Preliminary Official Statement has been distributed to City staff as well as to prospective bidders
for an objective review of its disclosure. Comments, omissions or inaccuracies must be submitted to PFM Financial
Advisors LLC (the “Municipal Advisor”) at least two business days prior to the sale. Requests for additional
information or corrections in the Preliminary Official Statement received on or before this date will not be considered
a qualification of a bid received. If there are any changes, corrections or additions to the Preliminary Official Statement,
prospective bidders will be informed by an addendum at least one business day prior to the sale.
Final Official Statement: Upon award of sale of the Bonds, the legislative body will authorize the preparation of a
final Official Statement that includes the offering prices, interest rates, selling compensation, aggregate principal
amount, principal amount per maturity, anticipated delivery date and other information required by law and the identity
of the underwriter (the “Syndicate Manager”) and syndicate members. Copies of the final Official Statement will be
delivered to the Syndicate Manager within seven business days following the bid acceptance.
REPRESENTATIONS
No dealer, broker, salesman or other person has been authorized by the City, the Municipal Advisor or the underwriter
to give any information or to make any representations other than those contained in this Preliminary Official Statement
or the final Official Statement and, if given or made, such information and representations must not be relied upon as
having been authorized by the City, the Municipal Advisor or the underwriter. This Preliminary Official Statement or
the final Official Statement does not constitute an offer to sell or solicitation of an offer to buy, nor shall there by any
sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation
or sale. The information set forth herein has been obtained from the City and other sources which are believed to be
reliable, but it is not to be construed as a representation by the Municipal Advisor or underwriter. The information and
expressions of opinion herein are subject to change without notice, and neither the delivery of this Preliminary Official
Statement or the final Official Statement, nor any sale made thereafter shall, under any circumstances, create any
implication there has been no change in the affairs of the City or in any other information contained herein, since the
date hereof. This Preliminary Official Statement is submitted in connection with the sale of the securities referred to
herein and may not be reproduced or used, in whole or in part, for any other purpose.
This Preliminary Official Statement and any addenda thereto were prepared relying on information from the City and
other sources, which are believed to be reliable.
Bond Counsel has not participated in the preparation of this Preliminary Official Statement and is not expressing any
opinion as to the completeness or accuracy of the information contained therein.
Ahlers & Cooney, P.C. is also serving as Disclosure Counsel to the City in connection with the issuance of the Bonds.
Compensation of the Municipal Advisor, payable entirely by the City, is contingent upon the sale of the issue.
CITY OF WAUKEE, IOWA
City Council
Courtney Clarke Mayor
Anna Bergman Pierce Council Member
Charlie Bottenberg Council Member
Chris Crone Council Member
Larry Lyon Council Member
Ben Sinclair Council Member
Administration
Brad Deets, City Administrator
Rebecca Schuett, City Clerk
Linda Burkhart, Finance Director
City Attorney
Brick, Gentry P.C.
Steven P. Brick
Des Moines, Iowa
Bond Counsel and Disclosure Counsel
Ahlers & Cooney, P.C.
Des Moines, Iowa
Municipal Advisor
PFM Financial Advisors LLC
Des Moines, Iowa
TABLE OF CONTENTS
TERMS OF OFFERING ....................................................................................................................................... i
SCHEDULE OF BOND YEARS ....................................................................................................................... viii
EXHIBIT 1 - FORMS OF ISSUE PRICE CERTIFICATES
PRELIMINARY OFFICIAL STATEMENT
Introduction ........................................................................................................................................................ 1
Authority and Purpose ....................................................................................................................................... 1
Interest on the Bonds ......................................................................................................................................... 1
Optional Redemption of the Bonds .................................................................................................................... 1
Payment of and Security for the Bonds ............................................................................................................. 2
Book-Entry-Only Issuance ................................................................................................................................. 3
Future Financing ................................................................................................................................................ 5
Litigation ............................................................................................................................................................ 5
Debt Payment History ........................................................................................................................................ 5
Legality .............................................................................................................................................................. 5
Tax Matters ........................................................................................................................................................ 6
Bondholder's Risks ............................................................................................................................................ 8
Rating ................................................................................................................................................................ 12
Municipal Advisor ............................................................................................................................................ 12
Continuing Disclosure ...................................................................................................................................... 12
Financial Statements ......................................................................................................................................... 13
Certification ...................................................................................................................................................... 13
DESCRIPTION OF THE STORMWATER MANAGEMENT UTILITY ............................................................. 14
Stormwater Management Utility Facilities ....................................................................................................... 14
Sales History and Total Stormwater Management Utility Receipts ................................................................. 15
Number of Stormwater Management Utility Customers .................................................................................. 15
Larger Stormwater Management Utility Customers (FY 2021-22) .................................................................. 15
Stormwater Management Utility Rates and Charges ........................................................................................ 16
Stormwater Management Utility Revenues by Classification .......................................................................... 16
Stormwater Management Utility Cash Funds on Hand (as of May 31, 2023) .................................................. 16
Revenue Debt Supported by Stormwater Revenues ......................................................................................... 17
Historical Stormwater Cashflow and Debt Coverage ....................................................................................... 18
APPENDIX A - FINANCIAL INFORMATION ABOUT THE CITY OF WAUKEE, IOWA
APPENDIX B - GENERAL INFORMATION ABOUT THE CITY OF WAUKEE, IOWA
APPENDIX C - FORM OF LEGAL OPINION
APPENDIX D - JUNE 30, 2022 INDEPENDENT AUDITOR’S REPORTS
APPENDIX E - FORM OF CONTINUING DISCLOSURE CERTIFICATE
OFFICIAL BID FORM
i
TERMS OF OFFERING
CITY OF WAUKEE, IOWA
$3,350,000* Stormwater Revenue Bonds, Series 2023C
Bids for the purchase of the City of Waukee, Iowa’s (the “City”) $3,350,000* Stormwater Revenue Bonds, Series 2023C
(the “Bonds”) will be received on Monday, August 7, 2023 before 10:00 A.M., Central Time, after which time they will
be tabulated. The City’s Council will consider award of the Bonds at 5:30 P.M., Central Time, on the same day.
Questions regarding the sale of the Bonds should be directed to the City’s Municipal Advisor, PFM Financial Advisors
LLC at 515-724-5724. Information may also be obtained from Linda Burkhart, Finance Director, City of Waukee, 230
West Hickman Road, Waukee, Iowa 50263, telephone 515-978-7919.
This section sets forth the description of certain terms of the Bonds as well as the TERMS OF OFFERING with which all
bidders and bid proposals are required to comply, as follows:
DETAILS OF THE BONDS
STORMWATER REVENUE BONDS, SERIES 2023C in the principal amount of $3,350,000* to be dated the date of
delivery (anticipated to be September 6, 2023) in the denomination of $5,000 or multiples thereof, and to mature June 1,
as follows:
Year Amount* Year Amount*
2024 $100,000 2034 $165,000
2025 100,000 2035 175,000
2026 100,000 2036 185,000
2027 115,000 2037 195,000
2028 120,000 2038 200,000
2029 130,000 2039 215,000
2030 135,000 2040 225,000
2031 140,000 2041 235,000
2032 150,000 2042 250,000
2033 155,000 2043 260,000
* Preliminary; subject to change.
ADJUSTMENT TO THE BOND MATURITY AMOUNTS
The City reserves the right to increase or decrease the aggregate principal amount of the Bonds and to increase or reduce
each scheduled maturity thereof after the determination of the successful bidder. The City may increase or reduce each
maturity in increments of $5,000 but the total amount to be issued will not exceed $3,600,000. Interest rates specified by
the successful bidder for each maturity will not change. Interest rates specified by the successful bidder for each maturity
will not change. Final adjustments shall be in the sole discretion of the City.
The dollar amount of the purchase price proposed by the successful bidder will be changed if the aggregate principal
amount of the Bonds is adjusted as described above. Any change in the principal amount of any maturity of the Bonds
will be made while maintaining, as closely as possible, the successful bidder's net compensation, calculated as a percentage
of bond principal. The successful bidder may not withdraw or modify its bid as a result of any post-bid adjustment. Any
adjustment shall be conclusive and shall be binding upon the successful bidder.
INTEREST ON THE BONDS
Interest on the Bonds will be payable on June 1, 2024 and semiannually on the 1st day of December and June thereafter.
Interest and principal shall be paid to the registered holder of a 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 (the “Record Date”). Interest will be
computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules of the Municipal
Securities Rulemaking Board.
ii
OPTIONAL REDEMPTION OF THE BONDS
The Bonds, due after June 1, 2031, will be subject to call prior to maturity in whole, or from time to time in part, in any
order of maturity and within a maturity by lot on said date or on any date thereafter at the option of the City, upon terms
of par plus accrued interest to date of call. Written notice of such call shall be given at least thirty (30) days prior to the
date fixed for redemption to the registered owners of the Bonds to be redeemed at the address shown on the registration
books.
TERM BOND OPTION
Bidders shall have the option of designating the Bonds as serial bonds or term bonds, or both. The bid must designate
whether each of the principal amounts shown above represent a serial maturity or a mandatory redemption requirement
for a term bond maturity. (See the OFFICIAL BID FORM for more information.) In any event, the above principal
amount scheduled shall be represented by either serial bond maturities or mandatory redemption requirements, or a
combination of both.
LIEN
The Bonds will be issued on parity with the $640,000 Stormwater Revenue Capital Loan Notes, Series 2016A, dated June
1, 2016, of which $205,000 is still outstanding (the “Outstanding Notes”). The Bonds and the Outstanding Notes are
payable from a first lien of the Net Revenues (as defined in the Resolution) of the City’s Stormwater Management Utility
(the “System”).
ADDITIONAL BONDS TEST
The City reserves the right and privilege to issue Additional Obligations on a parity and equality of rank with the Bonds,
Outstanding Notes and any future parity obligations with respect to the lien and claim of such Additional Obligations to
the Net Revenues of the System and the money on deposit in the funds adopted by the Resolution, for the purpose of
refunding any of the Bonds, Outstanding Notes, parity obligations or general obligation bonds outstanding, or making
extensions, additions, improvements or replacements to the System. Before any such Additional Obligations ranking on
a parity are issued, there will have been procured and filed with the City, a statement of an independent auditor,
independent financial consultant or a consulting engineer, not a regular employee of the City, reciting the opinion, based
upon necessary investigations, that the Net Revenues of the System for the preceding fiscal year (with adjustments as
provided in the Resolution) were equal to at least 1.25 times the maximum amount that will be required in any fiscal year
prior to the longest maturity of any of the Bonds, Outstanding Notes or parity obligations for both the principal and interest
on all Bonds, Outstanding Notes, or parity obligations then outstanding which are payable from the Net Revenues of the
System and the Additional Obligations then proposed to be issued.
GOOD FAITH DEPOSIT
A good faith deposit in the amount of $33,500 for the Bonds (the “Deposit”) is required from the lowest bidder of the
Bonds. The lowest bidder is required to submit such Deposit payable to the order of the City in the form of either (i) a
cashier’s check provided to the City or its Municipal Advisor, or (ii) a wire transfer as instructed by the City’s Municipal
Advisor no later than 12:00 P.M., Central Time, on the day of sale of the Bonds. If not so received, the bid of the lowest
bidder may be rejected and the City may direct the second lowest bidder to submit a Deposit and, thereafter, may award
the sale of the Bonds to the same. No interest on the Deposit will accrue to the successful bidder (the “Purchaser”). The
Deposit will be applied to the purchase price of the Bonds. In the event a Purchaser fails to honor its accepted bid proposal,
the Deposit will be retained by the City.
FORM OF BIDS AND AWARD
All bids shall be unconditional for the Bonds for a price not less than $3,309,800 plus accrued interest and shall specify
the rate or rates of interest in conformity to the limitations set forth under the “BIDDING PARAMETERS” section herein.
Bids must be submitted on or in substantial compliance with the OFFICIAL BID FORM provided by the City. The Bonds
will be awarded to the bidder offering the lowest interest rate to be determined on a true interest cost (the “TIC”) basis
assuming compliance with the “ESTABLISHMENT OF ISSUE PRICE” and “GOOD FAITH DEPOSIT” sections herein.
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The TIC shall be determined by the present value method, i.e., by ascertaining the semiannual rate, compounded
semiannually, necessary to discount to present value as of the dated date of the Bonds, the amount payable on each interest
payment date and on each stated maturity date or earlier mandatory redemption, so that the aggregate of such amounts
will equal the aggregate purchase price offered, therefore. The TIC shall be stated in terms of an annual percentage rate
and shall be that rate of interest, which is twice the semiannual rate so ascertained (also known as the Canadian Method).
The TIC shall be as determined by the Municipal Advisor based on the TERMS OF OFFERING and all amendments, and
on the bids as submitted. The Municipal Advisor’s computation of the TIC of each bid shall be controlling. In the event
of tie bids for the lowest TIC, the Bonds will be awarded by lot.
The City will reserve the right to (i) waive non-substantive informalities of any bid or of matters relating to the receipt of
bids and award of the Bonds, (ii) reject all bids without cause, and (iii) reject any bid which the City determines to have
failed to comply with the terms herein.
BIDDING PARAMETERS
The rates of interest specified in the bidder’s proposal must conform to the following limitations:
1. Each annual maturity shall bear a single rate of interest from the dated date of the Bonds to the date of maturity.
2. Rates of interest bid must be in multiples of one-eighth or one-twentieth of one percent.
3. The initial price to the public for each maturity must be 98% or greater.
RECEIPT OF BIDS
Forms of Bids: Bids must be submitted on or in substantial compliance with the TERMS OF OFFERING and OFFICIAL
BID FORM provided by the City or through PARITY® competitive bidding system (the “Internet Bid System”). Neither
the City nor its agents shall be responsible for malfunction or mistake made by any person, or as a result of the use of the
Internet Bid System or the means used to deliver or complete a bid. The use of such means is at the sole risk of the
prospective bidder who shall be bound by the terms of the bid as received.
No bid will be accepted after the time specified in the TERMS OF OFFERING and OFFICIAL BID FORM. The time,
as maintained by the Internet Bid System, shall constitute the official time with respect to all bids submitted. A bid may
be withdrawn before the bid deadline using the same method used to submit the bid. If more than one bid is received
from a bidder, the last bid received shall be considered.
Sealed Bidding: Sealed bids may be submitted and will be received at the office of the City Clerk at City Hall, 230 West
Hickman Road, Waukee, Iowa 50263.
Electronic Internet Bidding: Electronic internet bids will be received at the office of the City Clerk at City Hall, 230 West
Hickman Road, Waukee, Iowa 50263 and/or the City’s Municipal Advisor, PFM Financial Advisors LLC, 801 Grand
Avenue, Suite 3300 Des Moines, Iowa. Electronic internet bids must be submitted through the Internet Bid System.
Information about the Internet Bid System may be obtained by calling 212-849-5021.
Each prospective bidder shall be solely responsible for making necessary arrangements to access the Internet Bid System
for purposes of submitting its electronic internet bid in a timely manner and in compliance with the requirements of the
TERMS OF OFFERING and OFFICIAL BID FORM. The City is permitting bidders to use the services of the Internet
Bid System solely as a communication mechanism to conduct the electronic internet bidding and the Internet Bid System
is not an agent of the City. Provisions of the TERMS OF OFFERING and OFFICIAL BID FORM shall control in the
event of conflict with information provided by the Internet Bid System.
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BOOK-ENTRY-ONLY ISSUANCE
The Bonds will be issued by means of a book-entry-only system with no physical distribution of obligation certificates
made to the public. The Bonds will be issued in fully registered form and one bond certificate, representing the aggregate
principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The
Depository Trust Company (“DTC”), New York, New York, which will act as securities depository of the Bonds.
Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single
maturity through book entries made on the books and records of DTC and its participants. Principal and interest are
payable by the Registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest
payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial
owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The
Purchaser, as a condition of delivery of the Bonds, will be required to deposit the bond certificates with the Registrar on
behalf of DTC.
MUNICIPAL BOND INSURANCE AT PURCHASER’S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefore at the option of the
bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and
expense of the Purchaser. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall
be paid by the Purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency,
the City will pay that initial rating fee. Any other rating agency fees shall be the responsibility of the Purchaser. Failure
of the municipal bond insurer to issue the policy after the Bonds have been awarded to the Purchaser shall not constitute
cause for failure or refusal by the Purchaser to accept delivery on the Bonds. The City reserves the right in its sole
discretion to accept or deny changes to the financing documents requested by the insurer selected by the Purchaser.
DELIVERY
The Bonds will be delivered to the Purchaser via Fast Automated Securities Transfer delivery with the Registrar holding
the Bonds on behalf of DTC, against full payment in immediately available cash or federal funds. The Bonds are expected
to be delivered within forty-five days after the sale. Should delivery be delayed beyond sixty days from the date of sale
for any reason except failure of performance by the Purchaser, the Purchaser may withdraw their bid and thereafter their
interest in and liability for the Bonds will cease. When the Bonds are ready for delivery, the City will give the Purchaser
five working days’ notice of the delivery date and the City will expect payment in full on that date; otherwise, reserving
the right at its option to determine that the Purchaser failed to comply with the offer of purchase.
ELECTRONIC TRANSCRIPTS
The Purchaser consents to the receipt of electronic transcripts and acknowledges the City’s intended use of electronically
executed documents. Iowa Code chapter 554D establishes electronic signatures have the full weight and legal authority
as manual signatures.
ESTABLISHMENT OF ISSUE PRICE
The Purchaser shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at
closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or
the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications,
substantially in the form attached hereto as EXHIBIT 1 - FORMS OF ISSUE PRICE CERTIFICATES to the TERMS
OF OFFERING, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Purchaser,
the City and Bond Counsel. All actions to be taken by the City under the TERMS OF OFFERING to establish the issue
price of the Bonds may be taken on behalf of the City by the Municipal Advisor identified herein and any notice or report
to be provided to the City may be provided to the Municipal Advisor.
The City intends the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes
of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”)
because (i) the City shall disseminate this TERMS OF OFFERING to potential underwriters in a manner that is reasonably
v
designed to reach potential underwriters; (ii) all bidders shall have an equal opportunity to bid; (iii) the City may receive
bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new
issuances of municipal bonds; and (iv) the City anticipates awarding the sale of the Bonds to the bidder who submits a
firm offer to purchase the Bonds at the highest price (or lowest interest cost), as set forth in the TERMS OF OFFERING.
Any bid submitted pursuant to the TERMS OF OFFERING shall be considered a firm offer for the purchase of the Bonds,
as specified in the bid.
In the event the competitive sale requirements are not satisfied, the City shall so advise the Purchaser. The City may, as
set forth below, determine to treat (i) the first price at which 10% of a maturity of the Bonds (the “10% test”) is sold to
the public as the issue price of that maturity, and/or (ii) the initial offering price to the public as of the sale date of any
maturity of the Bonds as the issue price of that maturity (the “hold-the-offering-price rule”), in each case applied on a
maturity-by-maturity basis (and if different interest rates apply within a maturity, to each separate CUSIP number within
that maturity). The Purchaser shall advise the City if any maturity of the Bonds satisfies the 10% test as of the date and
time of the award of the Bonds. The City shall promptly advise the Purchaser, at or before the time of award of the Bonds,
which maturities (and if different interest rates apply within a maturity, which separate CUSIP number within that
maturity) of the Bonds, if any, shall be subject to the 10% test and which shall be subject to the hold-the-offering-price
rule. Bids will not be subject to cancellation in the event the City determines to apply the hold-the-offering-price rule to
any maturity of the Bonds. Prospective bidders should prepare their bids on the assumption that some or all of the
maturities of the Bonds will be subject to the hold-the-offering-price rule in order to establish the issue price of the
Bonds.
By submitting a bid, the Purchaser shall (i) confirm the underwriters have offered or will offer the Bonds to the public on
or before the date of award at the offering price or prices (the “initial offering price”) or at the corresponding yield or
yields set forth in the bid submitted by the Purchaser, and (ii) agree on behalf of the underwriters participating in the
purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold-
the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the public during
the period starting on the sale date and ending on the earlier of the following: (a) the close of the fifth (5th) business day
after the sale date; or (b) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the
public at a price that is no higher than the initial offering price to the public.
The Purchaser shall promptly advise the City when the underwriters have sold 10% of that maturity of the Bonds to the
public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth
(5th) business day after the sale date.
The City acknowledges that, in making the representation set forth above, the Purchaser will rely on (i) the agreement of
each underwriter to comply with the hold-the-offering-price rule, as set forth in an agreement among underwriters and the
related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to
the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price
rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event, an underwriter is a party
to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the
agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set
forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that each
underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule
and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a
selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its corresponding
agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
By submitting a bid, each bidder confirms that (i) any agreement among underwriters, any selling group agreement and
each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public,
together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is
a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable,
to (a) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by
the Purchaser that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have
been sold to the public, and (b) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long
as directed by the Purchaser and as set forth in the related pricing wires, and (ii) any agreement among underwriters
relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain
vi
language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with
the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement
to (a) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by
the Purchaser or such underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds
of that maturity have been sold to the public, and (b) comply with the hold-the-offering-price rule, if applicable, in each
case if and for so long as directed by the Purchaser or such underwriter and as set forth in the related pricing wires.
Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes
of this TERMS OF OFFERING. Further, for purposes of this TERMS OF OFFERING, (i) “public” means any person
other than an underwriter or a related party, (ii) “underwriter” means (a) any person that agrees pursuant to a written
contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
the Bonds to the public, and (b) any person that agrees pursuant to a written contract directly or indirectly with a person
described in clause “(a)” to participate in the initial sale of the Bonds to the public (including a member of a selling group
or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public), (iii) a purchaser of
any of the Bonds is a “related party” to an underwriter if the underwriter and the Purchaser are subject, directly or
indirectly, to (a) at least 50% common ownership of the voting power or the total value of their stock, if both entities are
corporations (including direct ownership by one corporation of another), (b) more than 50% common ownership of their
capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of
another), or (c) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital
interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a
partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date”
means the date the Bonds are awarded by the City to the Purchaser.
OFFICIAL STATEMENT
The City has authorized the preparation of a Preliminary Official Statement containing pertinent information relative to
the Bonds. The Preliminary Official Statement will be further supplemented by offering prices, interest rates, selling
compensation, aggregate principal amount, principal amount per maturity, anticipated delivery date and the identity of
the underwriters, together with any other information required by law or deemed appropriate by the City, shall constitute
a final Official Statement of the City with respect to the Bonds, as that term is defined in Rule 15c2-12 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”). By
awarding the Bonds to any underwriter or underwriting syndicate submitting an OFFICIAL BID FORM therefore, the
City agrees that, no more than seven (7) business days after the date of such award, it shall provide without cost to the
senior managing underwriter of the syndicate to which each series of the Bonds are awarded, up to 15 copies of the final
Official Statement to permit each “Participating Underwriter” (as that term is defined in the Rule) to comply with the
provisions of such Rule. T he City shall treat the senior managing underwriter of the syndicate to which the Bonds are
awarded as its designated agent for purposes of distributing copies of the f inal Official Statement to the Participating
Underwriter. Any underwriter executing and delivering an OFFICIAL BID FORM with respect to the Bonds agrees
thereby that if its bid is accepted by the City, (i) it shall accept such designation and (ii) it shall enter into a
contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each
such Participating Underwriter of the final Official Statement.
CONTINUING DISCLOSURE
The City will covenant in a Continuing Disclosure Certificate for the benefit of the owners and beneficial owners of the
Bonds to provide annually certain financial information and operating data relating to the City (the “Annual Report”), and
to provide notices of the occurrence of certain enumerated events. The Annual Report is to be filed by the City not later
than two hundred seventy (270) days after the close of each fiscal year, commencing with the Fiscal Year ending
June 30, 2023, with the Municipal Securities Rulemaking Board, at its internet repository named “Electronic Municipal
Market Access” (“EMMA”). The notices of events, if any, are also to be filed with EMMA. See FORM OF
CONTINUING DISCLOSURE CERTIFICATE included in APPENDIX E to this Preliminary Official Statement. The
specific nature of the information to be contained in the Annual Report or the notices of events, and the manner in which
such materials are to be filed, are summarized in the FORM OF CONTINUING DISCLOSURE CERTIFICATE. These
covenants have been made in order to assist the underwriter in complying with section (b)(5) of the Rule.
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Within the past five years, the City inadvertently failed to timely file a notice of financial obligation for the private
placement of their Series 2020A Bonds. The City initiated a public bid process for Series 2020A, but rejected all bids
received due to the market turmoil associated with the onset of the COVID-19 pandemic. The negotiated placement
closed on May 7, 2020. A filing along with a notice of their failure to timely file was posted to EMMA on
August 26, 2020. The City failed to timely file a notice of financial obligation related to the amendment of a development
agreement approved on August 3, 2020. A filing along with a notice of failure to timely file was posted to EMMA on
September 16, 2020. Aside from those noted here, the City is not aware of any other instance in the previous five years
in which it has failed to comply, in all material respects, with previous undertakings in a written contract or agreement
specified in paragraph (b)(5)(i) of the Rule.
Breach of the undertakings will not constitute a default or an “Event of Default” under the Bonds or the Resolution. A
broker or dealer is to consider a known breach of the undertakings, however, before recommending the purchase or sale
of the Bonds in the secondary market. Thus, a failure on the part of the City to observe the undertakings may adversely
affect the transferability and liquidity of the Bonds and their market price.
CUSIP NUMBERS
It is anticipated that Committee on Uniform Security Identification Procedures (“CUSIP”) numbers will be printed on
the Bonds and the Purchaser must agree in the bid proposal to pay the cost thereof. In no event will the City, Bond
Counsel or Municipal Advisor be responsible for the review or express any opinion that the CUSIP numbers are correct.
Incorrect CUSIP numbers on said Bonds shall not be cause for the Purchaser to refuse to accept delivery of said Bonds.
BY ORDER OF THE CITY COUNCIL
City of Waukee, Iowa
/s/ Linda Burkhart, Finance Director
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SCHEDULE OF BOND YEARS
$3,350,000*
CITY OF WAUKEE, IOWA
Stormwater Revenue Bonds, Series 2023C
Bonds Dated:
Interest Due:June 1, 2024 and each December 1 and June 1 to maturity
Principal Due:June 1, 2024-2043
Cumulative
Year Principal *Bond Years Bond Years
2024 $100,000 73.61 73.61
2025 100,000 173.61 247.22
2026 100,000 273.61 520.83
2027 115,000 429.65 950.49
2028 120,000 568.33 1,518.82
2029 130,000 745.69 2,264.51
2030 135,000 909.38 3,173.89
2031 140,000 1,083.06 4,256.94
2032 150,000 1,310.42 5,567.36
2033 155,000 1,509.10 7,076.46
2034 165,000 1,771.46 8,847.92
2035 175,000 2,053.82 10,901.74
2036 185,000 2,356.18 13,257.92
2037 195,000 2,678.54 15,936.46
2038 200,000 2,947.22 18,883.68
2039 215,000 3,383.26 22,266.94
2040 225,000 3,765.63 26,032.57
2041 235,000 4,167.99 30,200.56
2042 250,000 4,684.03 34,884.58
2043 260,000 5,131.39 40,015.97
Average Maturity (dated date):11.945 Years
* Preliminary; subject to change.
September 6, 2023
EXHIBIT 1
FORMS OF ISSUE PRICE CERTIFICATES
Exhibit 1-A to TERMS OF OFFERING
COMPETITIVE SALES WITH AT LEAST THREE BIDS FROM ESTABLISHED UNDERWRITERS
ISSUE PRICE CERTIFICATE
$_______ Stormwater Revenue Bonds, Series 2023C
City of Waukee, Iowa
The undersigned, on behalf of [NAME OF UNDERWRITER] ("Purchaser"), hereby certifies as set forth below
with respect to the sale of the above-captioned obligations (the "Bonds").
1. Reasonably Expected Initial Offering Price.
a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by Purchaser
are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the
Maturities of the Bonds used by Purchaser in formulating its bid to purchase the Bonds. Attached as Schedule B is a true
and correct copy of the bid provided by Purchaser to purchase the Bonds.
b) Purchaser was not given the opportunity to review other bids prior to submitting its bid.
c) The bid submitted by Purchaser constituted a firm offer to purchase the Bonds.
2. Defined Terms.
a) Issuer means the City of Waukee, Iowa.
b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or
Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
c) Public means any person (including an individual, trust, estate, partnership, association, company, or
corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this
certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or
indirectly.
d) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of
the Bonds. The Sale Date of the Bonds is August 7, 2023.
e) Underwriter means (i) the Purchaser or any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the
Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause
(i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or
a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
Exhibit 1-A to TERMS OF OFFERING
f) The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the Purchaser’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the
foregoing information will be relied upon by the Issuer and its advisors with respect to certain of the representations set
forth in the Tax Exemption Certificate and with respect to compliance with the federal income tax rules affecting the
Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from
gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other
federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
[UNDERWRITER]
By: ___________________________________
Name: _________________________________
Dated: September 6, 2023
Exhibit 1-A to TERMS OF OFFERING
SCHEDULE A
EXPECTED OFFERING PRICES
$_______ Stormwater Revenue Bonds, Series 2023C
City of Waukee, Iowa
(Attached)
Exhibit 1-A to TERMS OF OFFERING
SCHEDULE B
COPY OF UNDERWRITER’S BID
$_______ Stormwater Revenue Bonds, Series 2023C
City of Waukee, Iowa
(Attached)
Exhibit 1-B to TERMS OF OFFERING
COMPETITIVE SALES WITH FEWER THAN THREE BIDS
FROM ESTABLISHED UNDERWRITERS - HOLD OFFERING PRICE
ISSUE PRICE CERTIFICATE
$_______ Stormwater Revenue Bonds, Series 2023C
City of Waukee, Iowa
The undersigned, on behalf of [NAME OF UNDERWRITER/REPRESENTATIVE] ([“Purchaser”)][the
“Representative”)],[on behalf of itself and [NAMES OF OTHER UNDERWRITERS] (together, the “Underwriting
Group”),] hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the
“Bonds”).
1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule
Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in
Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities.
a) [Purchaser][The Underwriting Group] offered the Hold-the-Offering-Price Maturities to the Public for
purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale
Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
b) As set forth in the Terms of Offering and bid award, [Purchaser][the members of the Underwriting Group]
[has][have] agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, [it][they] would neither
offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for
such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group
agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution
agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply
with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold
any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price
for that Maturity of the Bonds during the Holding Period.
3. Defined Terms.
a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General
Rule Maturities.”
b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as
the “Hold-the-Offering-Price Maturities.”
c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale
Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which
[Purchaser][the Underwriters] [has][have] sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at
prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
d) Issuer means the City of Waukee, Iowa.
Exhibit 1-B to Terms of Offering
e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or
Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
f) Public means any person (including an individual, trust, estate, partnership, association, company, or
corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this
certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or
indirectly.
g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of
the Bonds. The Sale Date of the Bonds is August 7, 2023.
h) Underwriter means (i) the Purchaser or any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the
Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause
(i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or
a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
i) The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents [the Purchaser][the Representative’s] interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned
understands that the foregoing information will be relied upon by the Issuer and its advisors with respect to certain of the
representations set forth in the Tax Exemption Certificate and with respect to compliance with the federal income tax
rules affecting the Bonds, and by Ahlers & Cooney, P.C., Bond Counsel, in connection with rendering its opinion that the
interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal
Revenue Service Form 8038G, and other federal income tax advice that it may give to the Issuer from time to time relating
to the Bonds.
[UNDERWRITER][REPRESENTATIVE]
By:____________________________________
Name:__________________________________
Dated: September 6, 2023
Exhibit 1-B to Terms of Offering
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
$_______ Stormwater Revenue Bonds, Series 2023C
City of Waukee, Iowa
(Attached)
Exhibit 1-B to Terms of Offering
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
$_______ Stormwater Revenue Bonds, Series 2023C
City of Waukee, Iowa
(Attached)
1
PRELIMINARY OFFICIAL STATEMENT
CITY OF WAUKEE, IOWA
$3,350,000* Stormwater Revenue Bonds, Series 2023C
INTRODUCTION
This Preliminary Official Statement contains information relating to the City of Waukee, Iowa (the “City”) and its
issuance of $3,350,000* Stormwater Revenue Bonds, Series 2023C (the “Bonds”). This Preliminary Official Statement
has been executed on behalf of the City by its Finance Director and may be distributed in connection with the sale of the
Bonds authorized therein. Inquiries regarding the Bonds may be made to the City’s Municipal Advisor, PFM Financial
Advisors LLC (the “Municipal Advisor”), 801 Grand Avenue, Suite 3300, Des Moines, Iowa, 50309, telephone 515-724-
5724. Information may also be obtained from Ms. Linda Burkhart, Finance Director, City of Waukee, 230 West Hickman
Road, Waukee, Iowa, 50263, telephone 515-978-7919.
AUTHORITY AND PURPOSE
The Bonds are being issued pursuant to Subchapter V of Chapter 384 of the Code of Iowa, and a resolution to be adopted
by the City Council authorizing the issuance of the Bonds (the “Resolution”). The Bonds are being issued to provide
funds to pay costs of acquisition, construction, reconstruction, extending, remodeling, improving, repairing and equipping
all or part of the Stormwater Management Utility, including those costs associated with the Little Walnut Creek Regional
Stormwater Wetlands and NW Sunrise projects.
The estimated sources and uses of the Bonds are as follows:
Sources of Funds*
Par Amount of Bonds $3,350,000.00
Uses of Funds*
Deposit to Project Fund $2,970,000.00
Deposit to Reserve Fund 277,950.00
Underwriter’s Discount 40,200.00
Cost of Issuance and Contingency 61,850.00
Total Uses $3,350,000.00
* Preliminary; subject to change.
INTEREST ON THE BONDS
Interest on the Bonds will be payable on June 1, 2024, and semiannually on the 1st day of December and June thereafter.
Interest and principal shall be paid to the registered holder of a bond as shown on the records of ownership maintained by
the Registrar as of the close of business on the 15th day of the month next preceding the interest payment date (the “Record
Date”). Interest will be computed on the basis of a 360-day year of twelve 30- day months and will be rounded pursuant
to rules of the Municipal Securities Rulemaking Board.
OPTIONAL REDEMPTION OF THE BONDS
The Bonds, due after June 1, 2031, will be subject to call prior to maturity in whole, or from time to time in part, in any
order of maturity and within a maturity by lot on said date or on any date thereafter at the option of the City, upon terms
of par plus accrued interest to date of call. Written notice of such call shall be given at least thirty (30) days prior to the
date fixed for redemption to the registered owners of the Bonds to be redeemed at the address shown on the registration
books.
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PAYMENT OF AND SECURITY FOR THE BONDS
This section contains a summary of security provisions for the Bonds. A detailed statement of security provisions is
contained in the Resolution, which is available upon request of the City’s Municipal Advisor, PFM Financial Advisors
LLC. Capitalized terms under this heading shall have the meanings prescribed in the Resolution.
Source of Payment: THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY but are payable solely and
only from the Net Revenues of the City’s Stormwater Management Utility (the “System”). The Bonds will be issued on
parity with the $640,000 Storm Water Revenue Capital Loan Notes, Series 2016A, dated June 1, 2016, of which $205,000
is still outstanding (the “Outstanding Notes”). The Bonds and the Outstanding Notes are payable from a first lien of the
Net Revenues of the System.
Under the City’s Municipal Code, stormwater management charges are imposed upon and collected from the owners or
occupants of all lots, parcels of real estate and buildings that discharge stormwater or surface or subsurface waters, directly
or indirectly to the City’s stormwater drainage system within the corporate limits of the City. Properties subject to the
charges include residential, commercial, and industrial, but currently excluding undeveloped property. The charge for
each such class of property is a multiple of an “equivalent residential unit” rate set forth in the Municipal Code.
Unpaid Stormwater Charges: As provided by Section 384.84(4), Code of Iowa, unpaid stormwater charges constitute a
lien upon the premises served by the System upon certification by the City to the county treasurer that the rates or charges
are past due. The lien has equal precedence with ordinary taxes, may be certified to the County Treasurer and collected
in the same manner as taxes, and is not divested by a judicial sale. In the past, the Iowa Utilities Board issued an
emergency order restricting the disconnection of utility services due to non-payment until Iowa's COVID-19 public health
emergency proclamation was lifted. It is not possible to predict if another proclamation would be issued in the future or
the full impact of any future emergency order on the System’s finances upon the issuance of any future public health
emergency proclamations.
Rate Covenant: On or before the beginning of each fiscal year, the City 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 the Resolution but not less than 125
percent of the principal and interest requirements of the fiscal year.
Reserve Fund: The City covenants to establish and maintain a reserve fund (the “Reserve Fund”) in an amount equal to
the lesser of 1) the maximum annual amount of the principal and interest coming due on the Bonds and Parity Obligations,
2) 10% of the stated principal amount of the Bonds and Parity Obligations, or 3) 125% of the average annual principal
and interest coming due on the Bonds and Parity Obligations. Upon issuance of the Bonds, the Reserve Fund requirement
will be approximately $277,950 which represents the maximum annual amount of the principal and interest coming due
on the Bonds. The Outstanding Notes issued through a local financial institution are not secured by the amounts in the
Reserve Fund, nor would any future Parity Obligations issued through the Iowa Finance Authority (“IFA”) (barring
changes in Iowa Finance Authority issuance terms).
Additional Bonds Test: The City reserves the right and privilege to issue Additional Obligations on a parity and equality
of rank with the Bonds, Outstanding Notes and any future Parity Obligations with respect to the lien and claim of such
Additional Obligations to the Net Revenues of the System, for the purpose of refunding any of the Bonds, Outstanding
Notes, Parity Obligations or general obligation bonds (issued to fund System improvements) outstanding, or making
extensions, additions, improvements or replacements to the System. Before any such Additional Obligations ranking on
a parity are issued, there will have been procured and filed with the City, a statement of an Independent Auditor or an
independent financial consultant, not a regular employee of the City, reciting the opinion, based upon necessary
investigations, that the Net Revenues of the System for the preceding fiscal year (with adjustments as provided in the
Resolution) were equal to at least 1.25 times the maximum amount that will be required in any fiscal year prior to the
longest maturity of any of the Bonds, Outstanding Notes or Parity Obligations for both the principal and interest on all
Bonds, Outstanding Notes, or Parity Obligations then outstanding which are payable from the Net Revenues of the System
and the Additional Obligations then proposed to be issued.
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For the purpose of determining the Net Revenues of the System for the preceding fiscal year, the amount of the gross
revenues for such year may be adjusted by an Independent Auditor or an independent financial consultant, not a regular
employee of the City, so as to reflect any changes in the amount of such revenues which would have resulted had any
revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional
Obligations been in effect during all of such preceding fiscal year.
The City reserves the right to issue subordinated obligations from time to time payable from the Net Revenues of the
System and ranking on a subordinated basis to the Bonds, Outstanding Notes and Parity Obligations.
BOOK-ENTRY-ONLY ISSUANCE
The information contained in the following paragraphs of this subsection “Book-Entry-Only Issuance” has been extracted
from a schedule prepared by Depository Trust Company (“DTC”) entitled “SAMPLE OFFERING DOCUMENT
LANGUAGE DESCRIBING DTC AND BOOK-ENTRY-ONLY ISSUANCE.” The information in this section concerning
DTC and DTC’s book-entry-only system has been obtained from sources the City believes to be reliable, but the City
takes no responsibility for the accuracy thereof.
The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the
“Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-
registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of
such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500
million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate
will be issued with respect to any remaining principal amount of such issue.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking
Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and
provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues, and money market instruments from over 100 countries that DTC’s participants (the “Direct Participants”) deposit
with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry-only transfers and pledges between
Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
(“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly (the “Indirect Participants”). DTC has Standard & Poor’s rating: AA+. The DTC Rules
applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can
be found at www.dtcc.com.
Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit
for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (the “Beneficial
Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive
written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in
the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is discontinued.
4
To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of
DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee
do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners
of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with
respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents.
For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their
benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish
to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co., nor any other DTC nominee, will consent or vote with respect to Securities unless
authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails
an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s
consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date
identified in a listing attached to the Omnibus Proxy.
Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’
accounts upon DTC’s receipt of funds and corresponding detail information from the City or Agent, on payable date in
accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will
be governed by standing instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC,
Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividend payments to Cede & Co., or such other nominee as may be requested by
an authorized representative of DTC, is the responsibility of the City or Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to
Tender/Remarketing Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the
Participant’s interest in the Securities, on DTC’s records, to Tender/Remarketing Agent. The requirement for physical
delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry
credit of tendered Securities to Tender/Remarketing Agent’s DTC account.
DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable
notice to the City or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security
certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities
depository). In that event, Security certificates will be printed and delivered to DTC.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the
City believes to be reliable, but the City takes no responsibility for the accuracy thereof.
5
FUTURE FINANCING
The City does not anticipate any additional Stormwater borrowing needs within the next 90 days of issuing the Bonds.
The City will be issuing approximately $38,305,000 General Obligation Bonds, Series 2023B simultaneously with the
issuance of the Bonds.
LITIGATION
To the knowledge of the City, there is no legal action, suit, proceeding, inquiry or investigation at law or in equity before
or by any court, public board or body for which the City has been served with process or official notice or threatened against
or affecting the City or any reasonable basis therefore, wherein an unfavorable decision, ruling or finding would adversely
affect the transaction contemplated by this Preliminary Official Statement or the validity of the Bonds, the Resolution, or
any agreement or instrument to which the City is a party and which is used or contemplated for use in the transactions
contemplated by this Preliminary Official Statement, and no member, employee or agent of the City has been served with
any legal process regarding such litigation or other proceeding.
To the knowledge of the City, no litigation is pending or threatened which, in the opinion of the City’s counsel, if decided
adversely to the City would be likely to result, either individually or in the aggregate, in final judgments against the City
which would materially adversely affect its ability to meet debt service payments on the Bonds when due, or its obligations
under the Resolution or materially adversely affect its financial condition.
DEBT PAYMENT HISTORY
The City knows of no instance in which it has defaulted in the payment of principal or interest on its debt.
LEGALITY
The Bonds are subject to approval as to certain matters by Ahlers & Cooney, P.C. of Des Moines, Iowa as Bond Counsel.
Bond Counsel has reviewed or prepared information describing the terms of the Bonds, Iowa and Federal law pertinent
to the validity of and the tax status of interest on the Bonds, which can be found generally under the sections
“AUTHORITY AND PURPOSE”, “OPTIONAL REDEMPTION OF THE BONDS”, “PAYMENT AND SECURITY
FOR THE BONDS” and “TAX MATTERS”, herein. Additionally, Bond Counsel has provided its legal opinion and
Continuing Disclosure Certificate, included in APPENDIX C and APPENDIX E, respectively, within this Preliminary
Official Statement. Bond Counsel is not expressing any opinion as to the completeness or accuracy of the information
contained in the Preliminary Official Statement. The FORM OF LEGAL OPINION as set out in APPENDIX C to this
Preliminary Official Statement, will be delivered at closing.
The legal opinion, to be delivered concurrently with the delivery of the Bonds, expresses the professional judgment of
the attorneys rendering the opinion as to legal issues expressly addressed therein. By rendering a legal opinion, the
opinion giver does not become an insurer or guarantor of the result indicated by that expression of professional judgment,
or of the transaction on which the opinion is rendered, or of the future performance of parties to the transaction. Nor
does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.
There is no bond trustee or similar person to monitor or enforce the provisions of the Resolution. The owners of the
Bonds should, therefore, be prepared to enforce such provisions themselves if the need to do so arises. In the event of a
default in the payment of principal of or interest on the Bonds, there is no provision for acceleration of maturity of the
principal of the Bonds. Consequently, the remedies of the owners of the Bonds (consisting primarily of an action in the
nature of mandamus requiring the City and certain other public officials to perform the terms of the Resolution) may have
to be enforced from year to year. The owners of the Bonds cannot foreclose on property within the boundaries of the City
or sell such property in order to pay the debt service on the Bonds.
6
In addition, the enforceability of the rights and remedies of owners of the Bonds may be subject to limitations as set forth
in Bond Counsel’s opinion. The opinion will state, in part, that the obligation of the City with respect to the Bonds,
may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights,
heretofore or hereafter, enacted to the extent constitutionally applicable, to the exercise of judicial discretion in
appropriate cases.
TAX MATTERS
Tax Exemption and Related Considerations: Federal tax law contains a number of requirements and restrictions that
apply to the Bonds. These include investment restrictions, periodic payments of arbitrage profits to the United States,
requirements regarding the proper use of bond proceeds and facilities financed with bond proceeds, and certain other
matters. The City has covenanted to comply with all requirements that must be satisfied in order for the interest on the
Bonds to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such
covenants could cause interest on the Bonds to become includable in gross income for federal income tax purposes
retroactively to the date of issuance of the Bonds.
Subject to the City’s compliance with the above referenced covenants, under present law, in the opinion of Bond Counsel,
interest on the Bonds is excludable from gross income for federal income tax purposes. Interest on the Bonds is not an
item of tax preference for purposes of the federal alternative minimum tax on individuals; however, such interest is taken
into account in determining the annual adjusted financial statement income of applicable corporations (as defined in
Section 59(k) of the Code) for the purpose of computing the alternative minimum tax imposed on corporations for tax
years beginning after December 31, 2022.
Prospective purchasers of the Bonds should be aware that ownership of the Bonds may result in collateral federal income
tax consequences to certain taxpayers, including, without limitation, corporations subject to the branch profits tax,
financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or
Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase
or carry tax-exempt obligations. Bond Counsel will not express any opinion as to such collateral tax consequences.
Prospective purchasers of the Bonds should consult their tax advisors as to collateral federal income tax consequences.
Ownership of the Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses
no opinion regarding any such collateral consequences arising with respect to the Bonds. Prospective purchasers of the
Bonds should consult their tax advisors regarding the applicability of any such state and local taxes.
NOT-Qualified Tax-Exempt Obligations: The City will NOT designate the Bonds as “qualified tax-exempt obligations”
under the exception provided in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
Discount and Premium Bonds: The initial public offering price of certain Bonds (“Discount Bonds”) may be less than
the amount payable on such Discount Bonds at maturity. An amount equal to the difference between the initial public
offering price of Discount Bonds (assuming that a substantial amount of the Discount Bonds of that maturity are sold to
the public at such price) and the amount payable at maturity constitutes original issue discount to the initial purchaser of
such Discount Bonds. Owners of Discount Bonds should consult with their own tax advisors with respect to the
determination of accrued original issue discount on Discount Bonds for federal income tax purposes and with respect to
the state and local tax consequences of owning and disposing of Discount Bonds. It is possible that, under applicable
provisions governing determination of state and local income taxes, accrued interest on Discount Bonds may be deemed
to be received in the year of accrual even though there will not be a corresponding cash payment.
The initial public offering price of certain Bonds (“Premium Bonds”) may be greater than the amount of such Premium
Bonds at maturity. An amount equal to the difference between the initial public offering price of Premium Bonds
(assuming that a substantial amount of the Premium Bonds of that maturity are sold to the public at such price) and the
amount payable at maturity constitutes a premium to the initial purchaser of such Premium Bonds. Purchasers of the
Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable bond premium
on Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning
and disposing of Premium Bonds.
7
Other Tax Advice: In addition to the income tax consequences described above, potential investors should consider
the additional tax consequences of the acquisition, ownership, and disposition of the Bonds. For instance, state income
tax law may differ substantially from state to state, and the foregoing is not intended to describe any aspect of the
income tax laws of any state. Therefore, potential investors should consult their own tax advisors with respect to
federal tax issues and with respect to the various state tax consequences of an investment in Bonds.
Audit: The Internal Revenue Service (the “Service”) has an ongoing program of auditing tax-exempt obligations to
determine whether, in the view of the Service, interest on such tax-exempt obligations is includable in the gross income
of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence
an audit of the Bonds. If an audit is commenced, under current procedures the Service may treat the City as a taxpayer
and the bondholders may have no right to participate in such procedure. The commencement of an audit could adversely
affect the market value and liquidity of the Bonds until the audit is concluded, regardless of the ultimate outcome.
Withholdings: Payments of interest on, and proceeds of the sale, redemption or maturity of, tax-exempt obligations,
including the Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may
apply to any such payments to any bond owner who fails to provide an accurate Form W-9 Request for Taxpayer
Identification Number and Certification, or a substantially identical form, or to any bond owner who is notified by the
Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting
and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax
purposes.
Legislation: Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may
be considered by the Iowa legislature. Judicial interpretation of state or federal laws, rules or regulations may also affect
the tax treatment. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of
issuance of the Bonds will not have an adverse effect on the tax status of interest or other income on the market value or
marketability of the Bonds. These adverse effects could result, for example, from changes to federal or state income tax
rates, changes in the structure of federal or state income taxes (including replacement with another type of tax), or repeal
(or reduction in the benefit) of the exclusion of interest on the Bonds from gross income for federal or state income tax
purposes for all or certain taxpayers.
Current and future legislative proposals, including some that carry retroactive effective dates, if enacted into law, or
clarification of the Code may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation,
or otherwise prevent owners of the Bonds from realizing the full current benefit of the tax status of such interest. From
time to time proposals are made that could significantly reduce the benefit of, or otherwise affect, the exclusion from
gross income of interest on obligations like the Bonds. The introduction or enactment of any such legislative proposals
or clarification of the Code may also affect, perhaps significantly, the market price for, or marketability of, the Bonds.
The prospective purchaser of the Bonds should consult their own tax advisors regarding any pending or proposed tax
legislation, as to which Bond Counsel expresses no opinion except as expressly set forth in APPENDIX C to this
Preliminary Official Statement.
Enforcement: Holders of the 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 the Bonds, including, but not limited to, the right to a proceeding in law or in equity by suit, action or mandamus to
enforce and compel performance of the duties required by Iowa law and the Resolution. There is no trustee or similar
person to monitor or enforce the terms of the Resolution. In the event of a default in the payment of principal of or interest
on the Bonds, there is no provision for acceleration of maturity of the principal of the Bonds. Consequently, the remedies
of the owners of the Bonds (consisting primarily of an action in the nature of mandamus requiring the City and certain
other public officials to perform the terms of the Resolution) may have to be enforced from year to year. The
enforceability of the rights and remedies of owners of the Bonds may be subject to limitation as set forth in Bond Counsel’s
opinion.
The owners of the Bonds cannot foreclose on property within the boundaries of the City or sell such property in order to
pay the debt service on the Bonds. In addition, the enforceability of the rights and remedies of owners of the Bonds may
be subject to limitation as set forth in Bond Counsel’s opinion. The opinion to be delivered concurrently with the
delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed
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by general principles of equity and public policy and by bankruptcy, reorganization, insolvency or other similar laws
affecting the rights of creditors generally, and to the exercise of judicial discretion in appropriate cases.
No representation is made, and no assurance is given, that the enforcement of any remedies with respect to such assets
will result in sufficient funds to pay all amounts due under the Resolution, including principal of and interest on the
Bonds.
The Opinion: The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted
by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has
expressed no opinion as of any date subsequent thereto or with respect to any proposed or pending legislation, regulatory
initiatives or litigation.
Bond Counsel’s opinion is not a guarantee of a result, or of the transaction on which the opinion is rendered, or of the
future performance of parties to the transaction, but represents its legal judgment based upon its review of existing statutes,
regulations, published rulings and court decisions and the representations and covenants of the City described in this
section. No ruling has been sought from the Service with respect to the matters addressed in the opinion of Bond Counsel
and Bond Counsel’s opinions are not binding on the Service. Bond Counsel assumes no obligation to update its opinion
after the issue date to reflect any further action, fact or circumstance, or change in law or interpretation, or otherwise.
ALL POTENTIAL PURCHASERS OF THE BONDS SHOULD CONSULT WITH THEIR TAX ADVISORS WITH
RESPECT TO FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF OWNERSHIP OF THE BONDS
(INCLUDING BUT NOT LIMITED TO THOSE LISTED ABOVE).
BONDHOLDER’S RISKS
An investment in the Bonds is subject to certain risks. No person should purchase the Bonds unless such person
understands the risks described below and is willing to bear those risks. There may be other risks not listed below which
may adversely affect the value of the Bonds. An investment in the Bonds involves an element of risk. In order to identify
risk factors and make an informed investment decision, potential investors should be thoroughly familiar with this entire
Preliminary Official Statement (including the Appendices hereto) in order to make a judgment as to whether the Bonds are
an appropriate investment.
Secondary Market Not Established: There is no established secondary market for the Bonds, and there is no assurance a
secondary market will develop for the purchase and sale of the Bonds. Prices of municipal Bonds traded in the secondary
market, if any, are subject to adjustment upward and downward in response to changes in the credit markets and changes
in the operating performance of the entities operating the facilities subject to bonded indebtedness. From time to time it
may be necessary to suspend indefinitely secondary market trading in selected issues of municipal Bonds as a result of
the financial condition or market position, prevailing market conditions, lack of adequate current financial information
about the entity, operating the subject facilities, or a material adverse change in the operations of that entity, whether or
not the subject bonds are in default as to principal and interest payments, and other factors which, may give rise to
uncertainty concerning prudent secondary market practices.
Municipal bonds are generally viewed as long-term investments, subject to material unforeseen changes in the investor’s
circumstances, and may require commitment of the investor’s funds for an indefinite period of time, perhaps until
maturity.
EACH PROSPECTIVE PURCHASER IS RESPONSIBLE FOR ASSESSING THE MERITS AND RISKS OF AN
INVESTMENT AND MUST BE ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT. THE SECONDARY
MARKET FOR THE BONDS, IF ANY, COULD BE LIMITED.
Ratings Loss: Moody’s Investors Service, Inc. (“Moody’s”) has assigned a rating of ‘__’ to the Bonds. Generally, a rating
agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of
its own. There is no assurance the ratings will continue for any given period of time, or that such ratings will not be revised,
suspended or withdrawn, if, in the judgment of Moody’s, circumstances so warrant. A revision, suspension or withdrawal
of a rating may have an adverse effect on the market price of the Bonds.
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Rating agencies are currently not regulated by any regulatory body. Future regulation of rating agencies could materially
alter the methodology, rating levels, and types of ratings available, for example, and these changes, if ever, could materially
affect the market value of the Bonds.
Matters Relating to Enforceability: Holders of the 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 the Bonds, including but not limited to, the right to a proceeding in the law or in equity by suit,
action or mandamus to enforce and compel performance of the duties required by Iowa law and the Resolution.
The practical realization of any rights upon any default will depend upon the exercise of various remedies specified in the
Resolution. The opinion, to be delivered concurrently with the delivery of the Bonds, will be qualified as to the
enforceability of the various legal instruments by limitations imposed by general principals of equity and public policy and
by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally.
No representation is made, and no assurance is given that the enforcement of any remedies with respect to such assets will
result in sufficient funds to pay all amounts due under the Resolution, including principal of and interest on the Bonds.
Forward-Looking Statements: This Preliminary Official Statement contains statements relating to future results that are
“forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this
Preliminary Official Statement, the words “estimate,” “forecast,” “intend,” “expect” and similar expressions identify
forward-looking statements. Any forward-looking statement is subject to uncertainty. Accordingly, such statements are
subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward-
looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or
unanticipated events and circumstances may occur. Therefore, investors should be aware there are likely to be differences
between forward-looking statements and the actual results. These differences could be material and could impact the
availability of funds of the City to pay debt service when due on the Bonds.
Financial Condition of the City from Time to Time: No representation is made as to the future financial condition of the
City. Certain risks discussed herein could adversely affect the financial condition and or operations of the City in the
future. The Bonds are secured solely and only from Net Revenues of the System as described more fully in the “PAYMENT
OF AND SECURITY FOR THE BONDS”.
Tax Matters and Loss of Tax Exemption: As discussed under the heading “TAX MATTERS” herein, the interest on the
Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date of delivery
of the Bonds, as a result of acts or omissions of the City in violation of its covenants in the Resolution. Should such an
event of taxability occur, the Bonds would not be subject to a special prepayment and would remain outstanding until
maturity or until prepaid under the prepayment provisions contained in the Bonds, and there is no provision for an
adjustment of the interest rates on the Bonds.
It is possible further legislation will be proposed or introduced that could result in changes in the way that tax exemption
is calculated, or whether interest on certain securities are exempt from taxation at all. Prospective purchasers should consult
with their own tax advisors regarding any pending or proposed federal income tax legislation. The likelihood of legislation
being enacted cannot be reliably predicted.
It is also possible actions of the City, after the closing of the Bonds, will alter the tax status of the Bonds, and, in the
extreme, remove the tax-exempt status from the Bonds. In that instance, the Bonds are not subject to mandatory prepayment
and the interest rate on the Bonds does not increase or otherwise reset. A determination of taxability on the Bonds, after
closing, could materially adversely affect the value and marketability of the Bonds.
Federal Tax Legislation: From time to time, there are Presidential proposals, proposals of various federal committees, and
legislative proposals pending in Congress that could, if enacted, alter or amend one or more of the federal (or state) tax
matters described herein in certain respects or would adversely affect the market value of the Bonds or otherwise prevent
holders of the Bonds from realizing the full benefit of the tax exemption of interest on the Bonds. Further, such proposals
may impact the marketability or market value of the Bonds simply by being proposed. It cannot be predicted whether, or
in what forms, any of such proposals, either pending or that may be introduced, may be enacted and there can be no
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assurance that such proposals will not apply to the Bonds. In addition, regulatory actions are from time to time announced
or proposed and litigation threatened or commenced, which if implemented or concluded in a particular manner, could
adversely affect the market value, marketability or tax status of the Bonds. It cannot be predicted whether any such
regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the
Bonds would be impacted thereby.
Cybersecurity: The City, like many other public and private entities, relies on a large and complex technology
environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not limited to,
hacking, viruses, malware and other attacks on computer or other sensitive digital systems and networks. There can be
no assurances that any security and operational control measures implemented by the City will be completely successful
to guard against and prevent cyber threats and attacks. Failure to properly maintain functionality, control, security, and
integrity of the City’s information systems could impact business operations and/or digital networks and systems and the
costs of remedying any such damage could be significant. Along with significant liability claims or regulatory penalties,
any security breach could have a material adverse impact on the City’s operations and financial condition. The City is a
member of Westcom for police, fire and public safety communications along with the communities of Clive, Norwalk,
Urbandale and West Des Moines, Iowa. The public safety dispatch facility for Westcom is located in West Des Moines.
In December 2019, the City of West Des Moines was the subject of a malicious attempt to disrupt operations. The network
was immediately shut down and an investigation into the cyber-attack was conducted. Public safety services (Police,
Fire, Emergency Medical Services and Westcom 911 dispatch) were operational after the attack. No City files or data
was compromised as a result of the cyber-attack on Westcom.
The City maintains insurance policies in the amount of $1 million (covering first party expenses for response to cyber
breach) and $3 million (third party coverage for City liability for failure to protect computer systems), $3 million to cover
Cyber Extortion, $3 million for Data Restoration and $3 million to cover Public Relation of a cyber-attack. The City
cannot predict whether these policies would be sufficient in the event of a cyber breach. See “INSURANCE” included
under the “THE CITY” in APPENDIX B to this Preliminary Official Statement for additional information on insurance
policies of the City. The Bonds are secured by an unlimited ad valorem property tax as described more fully in the
“PAYMENT OF AND SECURITY FOR THE BONDS” herein.
Pensions: Pursuant to Governmental Accounting Standards Board (“GASB”) Statement No. 68, the City reported a
liability (asset) of ($3,192,770) within its Independent Auditor’s Reports as of June 30, 2022 for its proportionate share
of the net pension liability (asset) related to IPERS, as defined herein. The net pension liability is the amount by which
the total actuarial liability exceeds the pension plan’s net assets or fiduciary net position (essentially the market value)
available for paying benefits. The net pension liability was measured as of June 30, 2021, and the total pension liability
used to calculate the net pension liability (asset) was determined by an actuarial valuation as of that date. The City’s
proportion of the net pension liability (asset) was based on the City’s share of contributions to the pension plan relative
to the contributions of all IPERS participating employers. At June 30, 2021, the City’s collective proportion was
0.924832% which was a change of 0.850064% from its proportion measured as of June 30, 2020.
See “EMPLOYEES AND PENSIONS” included under the “THE CITY” in APPENDIX B to this Preliminary Official
Statement for more summary information related to the City’s contributions, and the City’s June 30, 2022 Independent
Auditor’s Reports, included in APPENDIX D to this Preliminary Official Statement, for additional information related to
the City’s deferred outflows and inflows of resources related to pensions, actuarial assumptions, discount rate and discount
rate sensitivity. Changes to the City’s pension contributions, or available sources to fund said contributions, may
adversely affect the City’s financial condition. The Bonds are secured solely and only from Net Revenues of the System
as described more fully in the “PAYMENT OF AND SECURITY FOR THE BONDS”.
Continuing Disclosure: A failure by the City to comply with continuing disclosure obligations (see “CONTINUING
DISCLOSURE” herein) will not constitute an event of default on the Bonds. Any such failure must be disclosed in
accordance with Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended (the “Rule”), and may adversely affect the transferability and liquidity of the Bonds and their
market price.
Bankruptcy: The rights and remedies available to holders of the Bonds may be limited by and are subject to the provisions
of federal bankruptcy laws, to other laws or equitable principles that may affect the enforcement of creditor’s rights, to
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the exercise of judicial discretion in appropriate cases and to limitations in legal remedies against exercise of judicial
discretion in appropriate cases and to limitations on legal remedies against municipal corporations in the State of Iowa.
The opinion of Bond Counsel to be delivered with respect to the Bonds and the Resolution, including the opinion of Bond
Counsel, will be similarly qualified. If the City were to file a petition under Chapter 9 of the Bankruptcy Code, the owners
of the Bonds could be prohibited from taking any steps to enforce their rights under the Resolution. In the event the City
fails to comply with its covenants under the Resolution or fails to make payments on the Bonds, there can be no assurance
of the availability of remedies adequate to protect the interests of the holders of the Bonds.
Under Iowa Code Chapter 76, specifically sections 76.16 and 76.16A, as amended, a city, county, or other political
subdivision may become a debtor under Chapter 9 of the Federal bankruptcy code, if it is rendered insolvent, as defined
in 11 U.S.C. §101(32)(c), as a result of a debt involuntarily incurred. As used therein, “ debt” means an obligation to
pay money, other than pursuant to a valid and binding collective bargaining agreement or previously authorized bond
issue, as to which the governing body of the city, county, or other political subdivision has made a specific finding set
forth in a duly adopted resolution of each of the following: (1) all or a portion of such obligation will not be paid from
available insurance proceeds and must be paid from an increase in general tax levy; (2) such increase in the general tax
levy will result in a severe, adverse impact on the ability of the city, county, or political subdivision to exercise the powers
granted to it under applicable law, including without limitation providing necessary services and promoting economic
development; (3) as a result of such obligation, the city, county, or other political subdivision is unable to pay its debts as
they become due; and (4) the debt is not an obligation to pay money to a city, county, entity organized pursuant to chapter
28E of the Code of Iowa, or other political subdivision.
Suitability of Investment: The interest rate borne by the Bonds is intended to compensate the investor for assuming the
risk of investing in the Bonds. Each prospective investor should carefully examine this Preliminary Official Statement
and its own financial condition to make a judgment as to its ability to bear the economic risk of such an investment, and
whether or not the Bonds are an appropriate investment for such investor.
Nature of Obligation: The Bonds are not general obligations of the City but are payable solely and only from the Net
Revenues of the System. The Bonds are not payable by, and have no recourse to, the power of taxation. The Bondholders
have no lien on or security interest in any of the physical assets of the City, including the System.
Future revenues and expenses of the City, with respect to the System, are subject to conditions which may change in the
future to an extent that cannot be determined at this time. Future events, including but not limited to COVID-19 could
reduce usage, disrupt labor and supply chains and slow or reduce the collection of fees and charges for usage. These
events may upset the assumptions upon which projections of revenues and expenses are based. Because no assurance
can be made that actual events will correspond to such assumptions, no assurances can be made that the Net Revenues
will be realized in amounts sufficient to pay the debt service on the Bonds.
Revenues and Expenses: Several factors not within the control of the City could affect the City’s ability to generate
sufficient Net Revenues to pay the debt service on the Bonds. These factors include, but are not limited to, inflation and
adverse economic conditions, increases in operation and maintenance costs, unexpected repairs, replacements or
improvements to the System and the ability of the City to supply the services demanded and to maintain necessary rates
for those services. Any one of the above factors, among others, individually or combined may cause the City to be
unable to generate sufficient Net Revenues to pay debt service on the Bonds.
Additional Debt of the System: Upon satisfaction of certain conditions set forth in the Resolution, the City may issue
Additional Obligations for the purpose of financing improvements or modifications to the System, or refunding
Outstanding Obligations, which obligations could be equally and ratably secured with the Bonds by the Net Revenues of
the System. In addition, the City may also issue subordinate obligations. See “Additional Bonds Test” subheading under
“PAYMENT OF AND SECURITY FOR THE BONDS” herein for more details.
Natural Disaster: The System is subject to interruption and loss of business in the event of a disaster, such as a windstorm,
tornado, fire, explosion, sabotage and other events not now foreseen.
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Environmental Protection Cost and Regulations: The City believes it meets all environmental requirements. In the
future, however, environmental protection agencies could adopt more stringent and costly pollution control measures
which would require additional capital and cause added operation and fuel expenses. The City is subject to state and
federal environmental laws and regulations. The laws and regulations governing entities such as the System, may be
required to expend substantial funds to meet the requirements of such changings laws and regulations in the future.
Failure to comply with these laws and regulations may result in the imposition of administrative, civil and criminal
penalties, or an injunction requiring the City to take or refrain from taking certain actions. In addition, environmental
laws and regulations are complex and change frequently and it is possible new or stricter standards could be imposed
that will require additional capital expenditures or raise operating costs. In addition, failure to comply with regulatory
changes, or the inability to comply with regulatory changes in a timely manner could cause portions of the System to
become unavailable, resulting in a loss of or disruption of services negatively impacting the net revenues.
DTC-Beneficial Owners: Beneficial Owners of the Bonds may experience some delay in the receipt of distributions of
principal of and interest on the Bonds since such distributions will be forwarded by the Registrar to DTC and DTC will
credit such distributions to the accounts of the Participants which will, thereafter, credit them to the accounts of the
Beneficial Owner either directly or indirectly through Indirect Participants. Neither the City nor the Registrar will have
any responsibility or obligation to assure any such notice or payment is forwarded by DTC to any Participants or by any
Participant to any Beneficial Owner.
In addition, since transactions in the Bonds can be effected only through DTC Participants, Indirect Participants and certain
banks, the ability of a Beneficial Owner to pledge the Bonds to persons or entities that do not participate in the DTC system,
or otherwise to take actions in respect of such Bonds, may be limited due to lack of a physical certificate. Beneficial
Owners will be permitted to exercise the rights of registered Owners only indirectly through DTC and the Participants. See
“BOOK-ENTRY-ONLY ISSUANCE” herein.
Summary: The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bonds. In
order for potential investors to identify risk factors and make an informed investment decision, potential investors should
become thoroughly familiar with this entire Preliminary Official Statement and the Appendices hereto to make a judgment
as to whether the Bonds are an appropriate investment.
RATING
The Bonds have been rated ‘__’ by Moody’s. The existing rating on long-term debt reflects only the view of the rating
agency and any explanation of the significance of such rating may only be obtained from Moody’s. There is no assurance
such rating will continue for any period of time or that they will not be revised or withdrawn. Any revision or withdrawal
of the rating may have an effect on the market price of the Bonds.
MUNICIPAL ADVISOR
The City has retained PFM Financial Advisors LLC, Des Moines, Iowa as Municipal Advisor in connection with the
preparation of the issuance of the Bonds. In preparing the Preliminary Official Statement, the Municipal Advisor has
relied on government officials, and other sources to provide accurate information for disclosure purposes. The Municipal
Advisor is not obligated to undertake, and has not undertaken, an independent verification of the accuracy, completeness,
or fairness of the information contained in the Preliminary Official Statement. PFM Financial Advisors LLC is an
independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities
or other public securities.
CONTINUING DISCLOSURE
The City will covenant in a Continuing Disclosure Certificate for the benefit of the owners and beneficial owners of the
Bonds to provide annually certain financial information and operating data relating to the City (the “Annual Report”), and
to provide notices of the occurrence of certain enumerated events. The Annual Report is to be filed by the City not later
than two hundred seventy (270) days after the close of each fiscal year, commencing with the Fiscal Year ending
June 30, 2023, with the Municipal Securities Rulemaking Board, at its internet repository named “Electronic Municipal
Market Access” (“EMMA”). The notices of events, if any, are also to be filed with EMMA. See FORM OF
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CONTINUING DISCLOSURE CERTIFICATE included in APPENDIX E to this Preliminary Official Statement. The
specific nature of the information to be contained in the Annual Report or the notices of events, and the manner in which
such materials are to be filed, are summarized in the FORM OF CONTINUING DISCLOSURE CERTIFICATE. These
covenants have been made in order to assist the underwriter in complying with section (b)(5) of the Rule.
Within the past five years, the City inadvertently failed to timely file a notice of financial obligation for the private
placement of their Series 2020A Bonds. The City initiated a public bid process for Series 2020A, but rejected all bids
received due to the market turmoil associated with the onset of the COVID-19 pandemic. The negotiated placement
closed on May 7, 2020. A filing along with a notice of their failure to timely file was posted to EMMA on
August 26, 2020. The City failed to timely file a notice of financial obligation related to the amendment of a development
agreement approved on August 3, 2020. A filing along with a notice of failure to timely file was posted to EMMA on
September 16, 2020. Aside from those noted here, the City is not aware of any other instance in the previous five years
in which it has failed to comply, in all material respects, with previous undertakings in a written contract or agreement
specified in paragraph (b)(5)(i) of the Rule.
Breach of the undertakings will not constitute a default or an “Event of Default” under the Bonds or the Resolution. A
broker or dealer is to consider a known breach of the undertakings, however, before recommending the purchase or sale
of the Bonds in the secondary market. Thus, a failure on the part of the City to observe the undertakings may adversely
affect the transferability and liquidity of the Bonds and their market price.
FINANCIAL STATEMENTS
The City’s Independent Auditor’s Reports for the Fiscal Year ended June 30, 2022 are reproduced in APPENDIX D to
this Official Statement. The City’s certified public accountant has not consented to distribution of the audited financial
statements and has not undertaken added review of their presentation. Further information regarding financial
performance and copies of the City’s prior Independent Auditor’s Reports may be obtained from the City’s Municipal
Advisor, PFM Financial Advisors LLC.
CERTIFICATION
The City has authorized the distribution of this Preliminary Official Statement for use in connection with the initial sale
of the Bonds. I have reviewed the information contained within the Preliminary Official Statement prepared on behalf of
the City of Waukee, Iowa, by PFM Financial Advisors LLC, Des Moines, Iowa, and to the best of my knowledge,
information and belief, said Preliminary Official Statement does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading regarding the issuance of $3,350,000* Stormwater
Management Utility Revenue Bonds, Series 2023C.
CITY OF WAUKEE, IOWA
/s/ Linda Burkhart, Finance Director
* Preliminary; subject to change.
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DESCRIPTION OF THE STORMWATER MANAGEMENT UTILITY
STORMWATER MANAGEMENT UTILITY FACILITIES
The Waukee City Council approved the establishment of the Stormwater Management Utility (the “System”) on
June 5, 2006. The mission of the System was, and is, to provide comprehensive and efficient storm water management
to the citizens of the City of Waukee, Iowa (the “City”).
The City is responsible for stormwater management within its city limits. This includes planning, design and development
of a capital improvements program, operation and maintenance activities, as well as establishing initiatives to facilitate
compliance with federal and state regulatory requirements with regard to flood prevention, mitigation and water pollution
prevention and control-related activities.
A series of comprehensive studies have been completed through the years that have identified stormwater deficiencies in
various watersheds across the City. Prior to the implementation of the System, traditional funding sources, such as general
obligation bonding and special assessments, were used to implement needed improvements. The City, not unlike other
communities, determined that ongoing stormwater needs would exceed its capacity to respond, and therefore, established
the System.
Administration: The City Council is the governing body of the System, and the City Engineer serves as the System
Director. The City’s Finance Department provides financial planning, auditing, purchasing, vendor payments, and
program operations review. The City’s Public Works Director, Assistant Public Works Director of Operations and
Assistant Public Works Director Engineering supervise the day-to-day operations. The City Council must also approve
financial decisions relating to the System, including rate changes and the System’s capital and operating budget
(incorporated as part of the City’s annual operating and capital budgets).
Operation and Maintenance Program: The City currently manages 136.2 miles of storm sewer in the System with 2,197
manholes, 5,045 intakes, 1,158 flared end sections and 580 subdrain cleanouts. The System was created to ensure that
appropriate resources are available to manage the stormwater within the City and to provide a stable funding source to
maintain compliance with the MS4 permit required by the Iowa Department of Natural Resources (“DNR”). The Clean
Water Act, enforced by the U.S. Environmental Protection Agency’s (“EPA”) National Pollutant Discharge Elimination
System (“NPDES”) permit program, was designed to control water pollution throughout the U.S. by regulating point and
non-point sources of pollution to our country’s waterways. The DNR is tasked on the state level to enforce the U.S. EPA
NPDES stormwater regulations through a permitting process. Under the program, the City is required to hold and
maintain a Municipal Separate Storm Sewer System (MS4) NPDES Phase II Permit.
Capital Improvement Program: The current six-year System capital improvement program (Fiscal Years 2023-24 through
2028-29) has programmed $8 million that will be spent on capital improvement projects. Major stormwater projects
during this period include: Waukee Towne Center Pond, NW Sunrise Drive Culvert, Little Walnut Creek Regional
Stormwater Wetland, and Sugar Creek Watershed Improvements Phases 1-3.
Funding for the current six-year capital improvement program will be provided from revenues derived from user fees,
state and federal grants, and the issuance of revenue bonds payable from the Net Revenues of the System.
Insurance for the System: The City is a member of Iowa Communities Assurance Pool and has insurance coverage for
various types of issues, including property damage, equipment breakdown, crime, automobile physical damage, valuable
paper and records, water and sewer backup, cyber security and cyber breach. Workers Compensation coverage is provided
through the Iowa Municipalities Compensation Association. See GENERAL INFORMATION ABOUT THE CITY OF
WAUKEE, IOWA, THE CITY, subsection “INSURANCE” located in APPENDIX B to this Preliminary Official
Statement for additional information.
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SALES HISTORY AND TOTAL STORMWATER MANAGEMENT UTILITY RECEIPTS
Fiscal Year
Ending
Number of
Customers
Annual
ERU Units
Stormwater
Receipts
2018 6,276 144,121 $830,029
2019 6,803 154,469 929,075
2020 7,288 170,517 1,013,682
2021 7,786 186,848 1,162,998
2022 8,641 199,556 1,245,663
NUMBER OF STORMWATER MANAGEMENT UTILITY CUSTOMERS
Fiscal Year
Ending
Residential
Commercial
Total
Customers
2018 6,069 207 6,276
2019 6,581 222 6,803
2020 7,042 246 7,288
2021 7,533 253 7,786
2022 8,376 265 8,641
LARGER STORMWATER MANAGEMENT UTILITY CUSTOMERS (FY 2021-22)
Customer
Name
Monthly ERUs
Billed
Charge Per
Month
Annual
Charges
Fleet Farm 396 $2,648 $31,779
Northwest High School 473 2,217 26,606
Midwest Country Estates-Residential 282 1,763 21,150
Gilcrest Jewett Lumber 236 1,578 18,939
Gatr of Des Moines 206 1,378 16,531
Autumn Ridge Apartments 213 1,331 15,975
Prairie View School 177 1,106 13,275
Hy-Vee Store 156 1,043 12,519
Alice Patricia Apartments 162 1,013 12,150
Middle School 159 994 11,925
Top ten larger stormwater customers account for12.92% of the FY 2021-22 stormwater revenues of $1,399,238.
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STORMWATER MANAGEMENT UTILITY RATES AND CHARGES
Monthly stormwater management charges are imposed upon and collected from the owners or occupants of all lots, parcels
of real estate and buildings that discharge stormwater, surface or subsurface waters to the City’s stormwater drainage
systems, including single-family residential property, commercial and industrial properties with the charge for each such
class of property being a multiple of an equivalent residential unit (“ERU”) rate set forth in the City’s ordinance. The
number of ERU on each property is calculated by the City’s Engineering Department based on the most recent aerial
photograph available the City and/or impervious surface data from the approved site plan for the property. The City has
adopted the following rates and charges effective as shown below.
Effective Date ERU Rate % Increase
July 1, 2021 $6.25 4.20%
July 1, 2022 6.50 4.00%
July 1, 2023 6.75 3.85%
Single-Family Residential Rates
Total impervious area divided by 2,973 sq. ft 100% of ERU rate
Commercial/Industrial Rates
ERU rate multiplied by (total impervious area divided by 2,973), but not less than ERU rate.
STORMWATER MANAGEMENT UTILITY REVENUES BY CLASSIFICATION
Source of Revenue
Percentage
ERU
Units
FY 2022
Revenue
Residential 56.8% 9,908 $696,938
Commercial/Industrial 43.2% 7,544 548,706
Total 100.0% 17,452 $1,245,644
STORMWATER MANAGEMENT UTILITY CASH FUNDS ON HAND (as of May 31, 2023)
Operating Account $607,593.94
Sinking Fund 8,828.30
Reserve Fund 2,381.84
Total $618,804.08
17
REVENUE DEBT SUPPORTED BY STORMWATER REVENUES (INCLUDES THE BONDS)
The City has first lien revenue debt payable from the Stormwater Management Utility as follows:
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Outstanding
As of 09/06/23
6/16A $640,000 Improvements 6/26 $205,000
9/23C 3,350,000* Improvements 6/43 3,350,000 *
Total $3,555,000 *
* Preliminary; subject to change.
Fiscal Year Stormwater Revenue Debt Service Payments (Includes the Bonds)
Current Outstanding Bonds Total Outstanding
Fiscal
Year Principal
Principal &
Interest Principal*
Principal &
Interest* Principal*
Principal &
Interest*
2023-24 $65,000 $68,900 $100,000 $229,464 $165,000 $298,364
2024-25 70,000 72,730 100,000 270,625 170,000 343,355
2025-26 70,000 71,400 100,000 265,375 170,000 336,775
2026-27 115,000 275,125 115,000 275,125
2027-28 120,000 274,088 120,000 274,088
2028-29 130,000 277,788 130,000 277,788
2029-30 135,000 275,963 135,000 275,963
2030-31 140,000 273,875 140,000 273,875
2031-32 150,000 276,525 150,000 276,525
2032-33 155,000 273,650 155,000 273,650
2033-34 165,000 275,513 165,000 275,513
2034-35 175,000 276,850 175,000 276,850
2035-36 185,000 277,663 185,000 277,663
2036-37 195,000 277,950 195,000 277,950
2037-38 200,000 272,713 200,000 272,713
2038-39 215,000 277,213 215,000 277,213
2039-40 225,000 275,925 225,000 275,925
2040-41 235,000 274,113 235,000 274,113
2041-42 250,000 276,775 250,000 276,775
2042-43 260,000 273,650 260,000 273,650
Total $205,000 $3,350,000* $3,555,000*
* Preliminary; subject to change.
18
HISTORICAL STORMWATER CASHFLOW AND DEBT COVERAGE
The following table represents the financial performance of the System for FY 2018-19 through FY 2021-22 using
information from the City’s Audited Financial Reports. Based on the FY 2021-22 Audited Financial Report, the $694,225
net revenue for debt service would provide 2.02 times coverage of the estimated $343,355 maximum annual debt service.
In addition, the table below provides the System’s estimated operating revenues and expenditures for FY 2022-23 and the
budgeted operating revenues and expenditures for FY 2023-24. The projected financial performance cannot be
guaranteed.
Estimated Budget
FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24
Operating Revenues
Residential Fees $540,845 $565,152 $641,368 $696,957 $780,351 $858,987
Commercial Fees 388,230 448,530 521,630 548,706 598,772 652,892
Residential-Compliance Fees 45,750 70,250 157,750 135,750 70,000 70,000
Commercial-Compliance Fees 9,000 9,000 13,750 11,750 10,000 9,000
License, Permits, Fees 1,013 739 1,178 1,075 1,300 2,000
Miscellaneous 0 444 0 5,000 0 0
Total Operating Revenues $984,838 $1,094,115 $1,335,676 $1,399,238 $1,460,423 $1,592,879
Operating Expenses
Personnel $464,037 $330,915 $354,920 $428,955 $546,980 $682,100
Repairs & Maintenance 78,755 32,399 23,073 48,370 52,000 39,000
Public Works 25,949 14,343 22,199 19,567 16,560 16,300
Contractual 107,357 155,864 232,713 211,653 251,625 266,340
Depreciation 83,804 86,260 109,410 169,120 169,543 169,967
Total Operating Expense $759,902 $619,781 $742,315 $877,665 $1,036,708 $1,173,707
Net Operating Income $224,936 $474,334 $593,361 $521,573 $423,715 $419,172
Interest Income 26,211 18,002 570 3,533 25,000 22,000
Depreciation 83,804 86,260 109,410 169,120 169,543 169,967
Net Revenue for Debt Service $334,951 $578,596 $703,341 $694,226 $618,258 $611,139
Stormwater Debt Service
Stormwater Revenue, Series 2016A $66,252 $67,860 $72,020 $71,045 $70,005 $68,900
Stormwater Revenue, Series 2023C 0 0 0 0 0 229,464
Total Revenue Debt Service $66,252 $67,860 $72,020 $71,045 $70,005 $298,364
2013D G.O. Bonds $179,131 $179,181 $173,931 $0 $0 $0
2021A Refunding G.O. Bonds 0 0 0 150,651 147,700 147,950
2023B G.O. Bonds 0 0 0 0 0 93,486
Total G.O. Debt Service $179,131 $179,181 $173,931 $150,651 $147,700 $241,436
Total Stormwater Debt $245,383 $247,041 $245,951 $221,696 $217,705 $539,800
Debt Service Coverage
Net Revenues/ Revenue Debt 5.06 8.53 9.77 9.77 8.83 2.05
Net Revenues / All Debt 1.37 2.34 2.86 3.13 2.84 1.13
Cashflow after Debt Service $89,568 $331,555 $457,390 $472,530 $400,553 $71,339
Audited Financial Statement
APPENDIX A
FINANCIAL INFORMATION ABOUT THE CITY OF WAUKEE, IOWA
This section is included for informational purposes only. The $3,350,000 STORMWATER REVENUE BONDS, SERIES
2023C (THE “BONDS”) ARE NOT GENERAL OBLIGATIONS OF THE CITY OF WAUKEE, IOWA (THE “CITY”), but
are payable solely and only from Net Revenues of the Stormwater Management Utility (the “System”). The Bonds are
not a debt of nor a charge against the City within the meaning of any constitutional or statutory limitation or provision
and are not payable in any manner by taxation, and the City shall not be liable by reason of the failure of the Net Revenues
to be sufficient for the payment of the Bonds.
* Preliminary; subject to change.
A-1
CITY PROPERTY VALUATIONS
IOWA PROPERTY VALUATIONS
In compliance with Section 441.21 of the Code of Iowa, the State Director of Revenue annually directs the county auditors
to apply prescribed statutory percentages to the assessments of certain categories of real property. The Dallas County
Auditor adjusted the final Actual Values for 2022. The reduced values, determined after the application of rollback
percentages, are the taxable values subject to tax levy. For assessment year 2022, the taxable value rollback rate was
54.6501% of actual value for residential property; 91.6430% of actual value for agricultural property and 100.0000% of
the actual value of utility property. The residential taxable rollback rate of 54.6501% would apply to the value of each
property unit of commercial, industrial and railroad property that exceeds zero dollars ($0) but does not exceed one
hundred fifty thousand dollars ($150,000) with a taxable value rollback rate of 90.0000% to the value that exceeds one
hundred fifty thousand dollars ($150,000). No adjustment was ordered for utility property because its assessed value did
not increase enough to qualify for reduction. Utility property is limited to an 8% annual growth.
The Legislature’s intent has been to limit the growth of statewide taxable valuations for the specific classes of property to
3% annually. Political subdivisions whose taxable values are thus reduced or are unusually low in growth are allowed to
appeal the valuations to the State Appeal Board, in order to continue to fund present services. See “PROPERTY TAX
LEGISLATION” herein for a discussion on recent legislative revisions to the administration of certain property taxes in
Iowa beginning in Fiscal Year 2024-25.
PROPERTY VALUATIONS (1/1/2022 Valuations for Taxes payable July 1, 2023 to June 30, 2024)
100% Actual Value
Taxable Value
(With Rollback)
Residential $2,774,352,656 $1,513,862,654
Commercial 215,407,989 183,520,151
Industrial 2,959,598 2,194,554
Railroads 1,262,776 1,123,540
Utilities w/o Gas & Electric 0 0
Gross valuation $2,993,983,019 $1,700,700,899
Less military exemption (841,457) (841,457)
Net valuation $2,993,141,562 $1,699,859,442
TIF Increment (used to compute debt service
levies and constitutional debt limit)
$402,155,309 1)
$310,273,786 1)
Taxed separately:
Ag. Land
$8,403,476
$7,701,234
Ag. Buildings $185,248 $169,767
Gas & Electric Utilities $12,300,019 $4,295,266
1) Includes $12,964 Military Tax Exemption.
2022 GROSS TAXABLE VALUATION BY CLASS OF PROPERTY 1)
Taxable Valuation Percent Total
Residential $1,513,862,654 88.79%
Commercial, Industrial and Railroad 186,838,245 10.96%
Gas & Electric Utilities 4,295,266 0.25%
Total Gross Taxable Valuation $1,704,996,165 100.00%
1) Excludes Ag. Land, Ag. Buildings and Taxable TIF Increment.
A-2
TREND OF VALUATIONS
Assessment
Year
Payable
Fiscal Year
100%
Actual Valuation
Taxable Valuation
(With Rollback)
Taxable TIF
Increment
2018 2019-20 $2,097,330,572 $1,081,758,751 $201,643,382
2019 2020-21 2,376,696,557 1,163,180,171 260,547,316
2020 2021-22 2,547,599,476 1,236,285,611 323,410,401
2021 2022-23 2,873,027,231 1,435,992,893 264,317,559
2022 2023-24 3,416,185,614 1,704,154,708 310,273,786
The 100% Actual Valuation, before rollback and after reduction of military exemption, includes Ag. Land, Ag. Buildings,
TIF Increment and Gas & Electric Utilities. The Taxable Valuation, with the rollback and after the reduction of military
exemption, includes Gas & Electric Utilities and excludes Ag. Land, Ag. Buildings and Taxable TIF Increment. Iowa
cities certify operating levies against Taxable Valuation excluding the Taxable TIF Increment and debt service levies are
certified against Taxable Valuations including the Taxable TIF Increment.
LARGER TAXPAYERS
Set forth in the following table are the persons or entities which represent larger taxpayers within the boundaries of the
City, as provided by the Dallas County auditor’s office. No independent investigation has been made of and no
representation is made herein as to the financial condition of any of the taxpayers listed below or that such taxpayers will
continue to maintain their status as major taxpayers in the City. With the exception of the electric and natural gas providers
(which is subject to an excise tax in accordance with Iowa Code chapter 437A), the City’s mill levy is applicable to all of
the properties included in the table, and thus taxes expected to be received by the City from such taxpayers will be in
proportion to the assessed valuations of the properties. The total tax bill for each of the properties is dependent upon the
mill levies of the other taxing entities which overlap the properties.
Taxpayer 1)
Type of
Property/Business
1/1/2022
Taxable Valuation 2)
Apartments at Autumn Ridge LLC Residential $31,056,625
KB Waukee, DST Commercial 27,406,057
Welltower Iowa HoldCo LLC Multiresidential 22,445,409
Alice Acquisitions LLC Residential 18,959,790
Prairiegrass Equity LLC Multiresidential 17,649,988
Hy-Vee, Inc. Commercial 17,459,049
Waukee Active Living LLC Residential 15,655,668
The Five Holdings, Inc. Residential 15,026,480
Bricktowne Prairie Crossing, LC Multiresidential 14,563,399
2565 SE Encompass Investment Group, LLC Commercial 14,550,005
1) This list represents some of the larger taxpayers in the City, not necessarily the ten largest taxpayers.
2) The Taxable Valuation listed represents only those valuations associated with the title holder and may not necessarily represent
the entire taxable valuation.
Source: Dallas County Auditor’s Office.
A-3
PROPERTY TAX LEGISLATION
Over time, the Iowa Legislature has modified the process and calculation of taxable valuations for various classifications
of property. For example, in 2013 maximum annual taxable value growth due to revaluation of residential and
agricultural property was reduced from 4% to 3%, rollback calculations were modified, a new multi-residential
classification was created, and an appropriation made to replace some lost tax revenue due to rollbacks. In 2019, the
process for hearings on total maximum property tax dollars under certain levies in the City’s budget was modified and a
super-majority vote required to raise taxes above a prescribed formula. In 2021, the multi-residential classification was
removed, and a phase out of the appropriation for rollback initiated. In 2023, SF 181 was signed into law by the Governor
on February 20, 2023, effective upon enactment. SF 181 reduces the residential rollback for the 2022 assessment year
(affecting Fiscal Year 2023-24) from 56.4919% to 54.6501%. This will result in a reduction in taxable valuation in the
residential, commercial, industrial and railroad property classes upon which the City levies property taxes. Due to the
impact on the City’s budgetary process, the SF181 extended the budget certification deadline for the City from March 31
to April 30, 2023 (for Fiscal Year 2023-24 only).
On May 4, 2023, the Governor signed House File 718 (“HF 718”), a property tax reform law aimed at reducing property
tax growth in Iowa. Among other things, HF 718 permanently consolidates a number of existing city property tax levies
and creates a new adjusted city general fund levy (“ACGFL”). To control the growth of property taxes, the new ACGFL
is subject to potential limitation or reduction by constraining growth by 2% or 3% each year depending on if certain
growth triggers are met or exceeded during the prior year. The levy limitation is only applicable Fiscal Year 2024-25
through Fiscal Year 2027-28 and will be specific to each city. For Fiscal Year 2023-24, the City will calculate the new
ACGFL as the baseline rate and the first annual ACGFL adjustment will begin Fiscal Year 2024-25. The ACGFL rates
for Fiscal Years 2024-25 through 2027-28 are based on growth in city taxed value and the previous year’s city tax rate.
Beginning in Fiscal Year 2028-29, all cities go to a $8.10 ACGFL maximum and the levy limitation calculation ceases.
Certain levies like debt service, pensions, employee benefits and capital improvement reserve fund are not included in
the new ACGFL limitation. The City’s recent property valuation growth has exceeded the new legislative caps.
Assuming this trend continues, general fund levies will lag relative valuation growth. Future City budgets will need to
accommodate reduced tax revenues compared to valuation growth.
From time to time, legislative proposals are pending in Congress and the Iowa General Assembly that would, if enacted,
alter or amend one or more of the property tax matters described herein. It cannot be predicted whether or in what forms
any of such proposals, either pending or that may be introduced, may be enacted, and there can be no assurance that such
proposals will not apply to valuation, assessment or levy procedures for taxes levied by the City or have an adverse impact
on standing appropriations or the future tax collections of the City. Purchasers of the Bonds should consult their tax
advisors regarding any pending or proposed federal or state tax legislation. The opinions expressed by Bond Counsel are
based upon existing legislation as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no
opinion as of any date subsequent thereto or with respect to any pending federal or state tax legislation.
Notwithstanding any modifications to property tax revenues that may result from prior, or any pending or future
legislation, the Bonds are secured solely and only from Net Revenues of the System as described more fully in the
“PAYMENT OF AND SECURITY FOR THE BONDS”.
A-4
CITY INDEBTEDNESS
DEBT LIMIT
Article XI, Section 3 of the State of Iowa Constitution limits the amount of debt outstanding at any time of any county,
municipality or other political subdivision to no more than 5% of the actual value of all taxable property within the
corporate limits, as taken from the last state and county tax list. The debt limit for the City, based on its 2022 actual
valuation currently applicable to the Fiscal Year 2023-24, is as follows:
2022 Actual Valuation of Property $3,416,185,614
Legal Debt Limit of 5% 0.05
Legal Debt Limit $170,809,281 1)
Less: G.O. Debt Subject to Limit (146,472,304) *
Less: Other Agreements (Payable in FY24) (1,763,441) 1) 2)
Net Debt Limit $22,573,536 *
1) As reported on the Iowa Department of Management for Fiscal Year 2023-24.
2) As reported by the City pursuant to development agreements for urban renewal projects under the authority of Iowa Code Chapter
403 or other intergovernmental agreements (under chapter 28E, etc.). The Iowa Supreme Court has not formally ruled on the
question of whether contracts to rebate the tax increment generated by a particular development constitutes indebtedness of a City
for constitutional debt limit purposes. The amount above includes rebate agreements that may not be debt. Some development
agreements are subject to the right of annual appropriation by the City, thereby limiting the extent of possible debt to only amounts
currently due and appropriated in the current fiscal year. Amounts payable under a particular development agreement may not
constitute legal indebtedness but are memorialized in the table below to conservatively state the City’s possible financial exposure.
Payment of future installments may be dependent upon undertakings by the developers, which may have not yet occurred. The
City actively pursues opportunities consistent with the development goals of its various urban renewal plans, which may be
amended from time to time, and the City may enter into additional development agreements committing to additional rebate
incentives in calendar year 2023 or thereafter. See “OTHER DEBT INFORMATION – OTHER AGREEMENTS” table in
Appendix B herein for more information.
DIRECT DEBT
General Obligation Debt Paid by Taxes, Tax Increment and LOSST Revenues
Date
of Issue
Original
Amount Purpose
Final
Maturity
Principal
Outstanding
As of 09/06/23
12/14 $21,560,000 Urban Renewal 6/34 $12,245,000
11/15C 7,340,000 Corporate Purpose & Refunding 6/30 3,105,000
5/17A 13,940,000 Corporate Purpose & Urban Renewal 6/36 12,110,000
6/18A 19,775,000 Corporate Purpose & Urban Renewal 6/38 15,785,000
8/19A 4,655,000 Corporate Purpose & Urban Renewal 6/31 3,135,000
5/20A 12,800,000 Urban Renewal (Private Placement) 6/35 11,755,000
11/20B 9,155,000 Corporate Purpose & Urban Renewal 6/36 8,570,000
4/21A 15,800,000 Corporate Purpose & Refunding 6/40 8,430,000
11/21B 19,760,000 Corporate Purpose & Urban Renewal 6/41 19,310,000
7/22A 11,755,000 Corporate Purpose 6/42 11,510,000
9/23B 35,765,000* Corporate Purpose & Urban Renewal 6/43 35,765,000 * 1)
Subtotal $141,720,000 *
1)The Series 2023B Bonds will be sold in conjunction with the issuance of the Bonds.
* Preliminary; subject to change.
A-5
General Obligation Bonds Paid by Water and Stormwater Revenues
Date
of Issue
Original
Amount Purpose
Final
Maturity
Principal
Outstanding
As of 09/06/23
12/14 $1,735,000 Water Projects 6/30 $840,000
4/21A 1,505,000 Stormwater Refunding 6/33 1,325,000
9/23B 2,540,000* Stormwater Projects 6/43 2,540,000 *
Subtotal $4,705,000 *
* Preliminary; subject to change.
General Obligation Bonds Paid by Golf Course Revenues
Date
of Issue
Original
Amount Purpose
Final
Maturity
Principal
Outstanding
As of 09/06/23
11/19 $125,000 Golf Course 6/25 $47,304
Total G.O. Debt Subject to Limit $146,472,304*
* Preliminary; subject to change.
Annual Fiscal Year G.O. Debt Service Payments Paid by Taxes, Tax Increment and LOSST Revenues
Current Outstanding Series 2023B Bonds Total Outstanding
Fiscal
Year
Principal
Principal &
Interest
Principal*
Principal &
Interest*
Principal*
Principal &
Interest*
2023-24 $5,430,000 $8,879,954 $390,000 $1,706,351 $5,820,000 $10,586,305
2024-25 6,020,000 9,256,414 1,295,000 3,063,750 7,315,000 12,320,164
2025-26 6,385,000 9,385,324 1,410,000 3,114,000 7,795,000 12,499,324
2026-27 6,925,000 9,667,806 1,485,000 3,118,500 8,410,000 12,786,306
2027-28 7,420,000 9,886,656 1,560,000 3,119,250 8,980,000 13,005,906
2028-29 7,830,000 10,026,169 1,635,000 3,116,250 9,465,000 13,142,419
2029-30 8,640,000 10,546,711 1,715,000 3,114,500 10,355,000 13,661,211
2030-31 8,175,000 9,787,113 1,800,000 3,113,750 9,975,000 12,900,863
2031-32 8,010,000 9,366,703 1,890,000 3,113,750 9,900,000 12,480,453
2032-33 8,045,000 9,178,630 1,985,000 3,114,250 10,030,000 12,292,880
2033-34 7,415,000 8,331,864 2,085,000 3,115,000 9,500,000 11,446,864
2034-35 6,580,000 7,294,479 2,190,000 3,115,750 8,770,000 10,410,229
2035-36 5,610,000 6,146,850 1,710,000 2,526,250 7,320,000 8,673,100
2036-37 2,950,000 3,325,269 1,795,000 2,525,750 4,745,000 5,851,019
2037-38 3,070,000 3,363,250 1,885,000 2,526,000 4,955,000 5,889,250
2038-39 2,200,000 2,405,650 1,980,000 2,526,750 4,180,000 4,932,400
2039-40 2,290,000 2,439,338 2,080,000 2,527,750 4,370,000 4,967,088
2040-41 2,160,000 2,248,188 2,180,000 2,523,750 4,340,000 4,771,938
2041-42 800,000 829,000 2,290,000 2,524,750 3,090,000 3,353,750
2042-43 2,405,000 2,525,250 2,405,000 2,525,250
Total $105,955,000 $35,765,000* $141,720,000*
* Preliminary; subject to change.
A-6
Annual Fiscal Year G.O. Debt Service Payments Paid by Water and Stormwater Revenues
Current Outstanding Series 2023B Bonds Total Outstanding
Fiscal
Year
Principal
Principal &
Interest
Principal*
Principal &
Interest*
Principal*
Principal &
Interest*
2023-24 $210,000 $282,313 $0 $93,486 $210,000 $375,799
2024-25 225,000 289,563 85,000 212,000 310,000 501,563
2025-26 230,000 286,188 90,000 212,750 320,000 498,938
2026-27 240,000 286,988 90,000 208,250 330,000 495,238
2027-28 255,000 292,388 95,000 208,750 350,000 501,138
2028-29 265,000 292,138 100,000 209,000 365,000 501,138
2029-30 275,000 291,263 105,000 209,000 380,000 500,263
2030-31 150,000 159,300 110,000 208,750 260,000 368,050
2031-32 155,000 161,300 115,000 208,250 270,000 369,550
2032-33 160,000 163,200 125,000 212,500 285,000 375,700
2033-34 130,000 211,250 130,000 211,250
2034-35 135,000 209,750 135,000 209,750
2035-36 145,000 213,000 145,000 213,000
2036-37 150,000 210,750 150,000 210,750
2037-38 155,000 208,250 155,000 208,250
2038-39 165,000 210,500 165,000 210,500
2039-40 175,000 212,250 175,000 212,250
2040-41 180,000 208,500 180,000 208,500
2041-42 190,000 209,500 190,000 209,500
2042-43 200,000 210,000 200,000 210,000
Total $2,165,000 $2,540,000* $4,705,000*
* Preliminary; subject to change.
Annual Fiscal Year G.O. Debt Service Payments Paid by Golf Course Revenues
Total Outstanding
Fiscal
Year
Principal
Principal &
Interest
2023-24 $23,383 $24,316
2024-25 23,921 24,326
Total $47,304
A-7
OTHER FINANCIAL INFORMATION
LEVIES AND TAX COLLECTIONS
Fiscal Year
Levy 1)
Collected During
Collection Year 1)
Percent
Collected
2018-19 $17,311,198 $17,685,242 102.1%
2019-20 20,350,502 20,468,689 100.6%
2020-21 22,973,108 23,925,534 104.1%
2021-22 25,773,767 26,544,252 102.9%
2022-23 26,767,798 ----------- In process of collection -----------
1) Totals include TIF, utility replacement and mobile home taxes.
Collections include delinquent taxes from all prior years. Taxes in Iowa are delinquent each October 1 and April 1 and a
late payment penalty of 1.5% per month of delinquency is enforced as of those dates. If delinquent taxes are not paid, the
property may be offered at the regular tax sale on the third Monday of June following the delinquency date. Purchasers
at the tax sale must pay an amount equal to the taxes, special assessments, interest and penalties due on the property and
funds so received are applied to taxes. A property owner may redeem from the regular tax sale but, failing redemption
within three years, the tax sale purchaser is entitled to a deed, which in general conveys the title free and clear of all liens
except future tax installments.
Source: Dallas County Auditor’s Office and the Iowa Department of Management
TAX RATES
FY 2018-19
$/$1,000
FY 2019-20
$/$1,000
FY 2020-21
$/$1,000
FY 2021-22
$/$1,000
FY 2022-23
$/$1,000
Dallas County 4.22888 4.16317 3.70231 3.46118 3.05184
City of Waukee 13.40000 13.40000 13.30000 13.30000 13.10000
Waukee Comm. School District 17.85658 17.85609 17.80043 17.80270 17.80254
State of Iowa 0.00290 0.00280 0.00270 0.00260 0.00240
County Assessor 0.25251 0.27842 0.24430 0.22521 .21526
County Ag. Extension 0.06898 0.06314 0.05999 0.05732 0.08590
Dallas County Hospital 0.54001 0.39971 0.44912 0.52950 0.54482
Des Moines Area Community College 0.69468 0.65249 0.63533 0.67789 0.69448
Walnut Cemetery 0.01000 0.00340 0.01000 0.01400 0.01600
Total Tax Rate City Resident 37.05454 36.81922 36.20418 36.07040 35.51324
APPENDIX B
GENERAL INFORMATION ABOUT THE CITY OF WAUKEE, IOWA
This section is included for informational purposes only. The $3,350,000 STORMWATER REVENUE BONDS, SERIES
2023C (THE “BONDS”) ARE NOT GENERAL OBLIGATIONS OF THE CITY OF WAUKEE, IOWA (THE “CITY”), but
are payable solely and only from Net Revenues of the Stormwater Management Utility (the “System”). The Bonds are
not a debt of nor a charge against the City within the meaning of any constitutional or statutory limitation or provision
and are not payable in any manner by taxation, and the City shall not be liable by reason of the failure of the Net Revenues
to be sufficient for the payment of the Bonds.
* Preliminary; subject to change.
B-1
THE CITY
CITY GOVERNMENT
The City of Waukee, Iowa (the “City”) was incorporated in 1878 and comprises approximately 13,000 land acres or 21
square miles. The City operates under a Mayor-Council-Clerk/Administrator form of government consisting of a five-
member City Council and a Mayor who is a non-voting member. The City owns its golf course, stormwater, gas, water
and sanitary utilities. The City Council directs operations of the utilities and establishes rates and charges for all services.
The full-time City Administrator is responsible for implementation of City Council policies and management of City
operations. The Finance Director is responsible for the City records and has financial and accounting responsibilities.
LEVY LIMITS
A city’s general fund tax levy is limited to $8.10 per $1,000 of taxable value, with provision for an additional $0.27 per
$1,000 levy for an emergency fund which can be used for general fund purposes (Code of Iowa, Chapter 384, Division I).
Cities may exceed the $8.10 limitation upon authorization by a special levy election. Further, there are limited special
purpose levies, which may be certified outside of the above-described levy limits (Code of Iowa, Section 384.12). The
amount of the City’s general fund levy subject to the $8.10 limitation is $8.10 for Fiscal Year 2023-24. The City does
levy a portion of costs for employee benefits in addition to the $8.10 general fund limit as authorized by law. In addition,
the City levied $0.27 through its emergency fund levy. Debt service levies are not limited, rather the City is only subject
to the aggregate constitutional debt limits. See “DEBT LIMIT” herein. See “PROPERTY TAX LEGISLATION” herein
for a discussion of revisions to the administration of the general fund levy beginning in Fiscal Year 2024-25.
EMPLOYEES AND PENSIONS
The City currently has 148 full-time employees and 178 part-time employees (including seasonal employees). In addition,
the City has approximately 21 paid on call/volunteer fire/EMS employees. The City participates in a statewide employee
retirement system, the Iowa Public Employees Retirement System (“IPERS”). Membership is mandatory for employees
for the City, except for those covered by another retirement system.
Iowa Public Employees Retirement System: The City contributes to IPERS, which is a cost-sharing, multiple-employer,
contributory defined benefit, public employee retirement system administered by the State of Iowa. IPERS provides
retirement and death benefits, which are established by state statute, to plan members and beneficiaries. IPERS is
authorized to adjust the total contribution rate up or down each year, by no more than 1 percentage point, based upon the
actuarially required contribution rate. The City’s contributions to IPERS for the past three fiscal years, as shown below,
equal the required contributions for each year.
FY 2019-20 FY 2020-21 FY 2021-22
IPERS Contributions $874,936 $939,887 $1,050,356
The IPERS Annual Comprehensive Financial Report is available on the IPERS website, or by contacting IPERS at 7401
Register Drive P.O. Box 9117, Des Moines, IA 50321. However, the information presented in such financial reports or
on such websites is not incorporated into this Preliminary Official Statement by any references.
Bond Counsel, Disclosure Counsel, the City and the Municipal Advisor undertake no responsibility for and make no
representations as to the accuracy or completeness of the information available from the IPERS discussed above or
included on the IPERS website, including, but not limited to, updates of such information on the State Auditor’s website
or links to other Internet sites accessed through the IPERS website.
Pursuant to GASB Statement No. 68, the City reported a liability (asset) of ($3,192,770) within its Independent Auditor’s
Reports as of June 30, 2022 for its proportionate share of the net pension liability (asset) related to IPERS, as defined
herein. The net pension liability is the amount by which the total actuarial liability exceeds the pension plan’s net assets
or fiduciary net position (essentially the market value) available for paying benefits. The net pension liability was
measured as of June 30, 2021, and the total pension liability used to calculate the net pension liability (asset) was
determined by an actuarial valuation as of that date. The City’s proportion of the net pension liability (asset) was based
on the City’s share of contributions to the pension plan relative to the contributions of all IPERS participating employers.
B-2
At June 30, 2021, the City’s collective proportion was 0.924832% which was a change of 0.850064% from its proportion
measured as of June 30, 2020.
The City cannot predict the levels of funding that will be required in the future as any IPERS unfunded pension benefit
obligation could be reflected in future years in higher contribution rates. The investment of moneys, assumptions
underlying the same and the administration of IPERS is not subject to the direction of the City. Thus, it is not possible to
predict, control or prepare for future unfunded actuarial liabilities of IPERS (“UALs”). The UAL is the difference
between total actuarially accrued liabilities and actuarially calculated assets available for the payment of such benefits.
The UAL is based on assumptions as to retirement age, mortality, projected salary increases attributed to inflation, across-
the-board raises and merit raises, adjustments, cost-of-living adjustments, valuation of current assets, investment return
and other matters. Such UAAL could be substantial in the future, requiring significantly increased contributions from the
City which could affect other budgetary matters.
For additional information on the City’s Pension Plan, including information related to deferred outflows and inflows of
resources related to pensions, expenses, actuarial assumption, discount rate and discount rate sensitivities, refer to Note 5
– “PENSION PLAN”, beginning on page 41 of the City’s June 30, 2022 Independent Auditor’s Reports included as
APPENDIX D of this Preliminary Official Statement.
OTHER POST-EMPLOYMENT BENEFITS (“OPEB”)
Plan Description: The City operates a single-employer benefit plan which provides medical and prescription drug benefits
to retired employees and their dependents under certain conditions. Group insurance benefits are established under Iowa
Code Chapter 509A.13. No assets are accumulated in a trust that meets the criteria in paragraph 4 of GASB Statement
No. 75. Retired participants must be age 55 or older with 5 years of service at retirement. As of June 30, 2022, there
were 125 active employees and 1 retired members in the plan.
Individuals who are employed by the City and are eligible to participate in the group health plan are eligible to continue
healthcare benefits upon retirement. Retirees under age 65 pay the same premium for the medical and prescription drug
benefits as active employees, which results in an implicit rate subsidy and an OPEB liability.
Total OPEB Liability: The City’s total OPEB liability as of the Fiscal Year ended June 30, 2022 was $673,323. This
balance was determined by an actuarial valuation as of July 1, 2021.
Total OPEB liability, July 1, 2021 $500,406
Changes for the year:
Service cost 65,155
Interest cost 14,218
Changes in benefit terms (1,576)
Difference between expected and actual 30,610
Changes in assumptions 75,022
Benefit payments (10,512)
Net changes 172,917
Total OPEB liability, June 30, 2022 $673,323
For additional information on the City’s OPEB, including information related to deferred outflows and inflows of
resources related to pensions, expenses, actuarial assumptions, discount rate and discount rate sensitivities, refer to Note
6 – “OTHER POST EMPLOYMENT BENEFITS” beginning on page 45 of the City’s June 30, 2022 Independent
Auditor’s Reports included as APPENDIX D of this Preliminary Official Statement.
UNION CONTRACTS
The City recently negotiated a new police contract with the Teamsters Local 238, for a period of 3 years from July 1,
2023 thru June 30, 2026. There are currently 27 active covered positions in this contract.
B-3
INSURANCE
The City’s insurance coverage is as follows:
Type of Insurance Coverage
Municipal Property Coverage Replacement
Buildings $66,832,759
Miscellaneous Property $4,836,005
Vehicles $9,646,994
Municipal Automobile Physical Damage
Comprehensive Coverage Actual Cash Value
Collision Coverage Actual Cash Value
Cyber Breach/Extortion $1,000,000
Cyber Liability $10,000,000
Municipal General Liability $10,000,000
Wrongful Acts Liability $10,000,000
Law Enforcement Liability $10,000,000
Municipal Automobile Liability $10,000,000
Boiler and Machinery $1,500,000
Public Employee Dishonesty $2,000,000
Standard Workers’ Compensation (Includes Volunteer Firemen) Statutory
FUNDS ON HAND (Cash and Investments as of May 31, 2023)
General Checking $17,813,967.49
Park Land Fees 915,849.05
Sewer Fund 10,393,648.67
Sewer Sinking Funds 167,493.77
Water Fund 17,414,880.30
Water Sinking Funds 4,022.75
G.O. Debt Sinking Funds 4,654,806.71
Capital Projects 15,594,716.68
Water/Sewer Bond & Note Reserve 1,192,857.94
Gas Fund 6,471,371.75
Gas Fund Sinking Funds 39,757.55
Stormwater Fund 609,975.78
Stormwater Sinking Funds 8,828.30
Golf Course Fund 386,604.08
Golf Course Sinking Funds 805.26
Equipment Reserve Fund 219,117.67
Local Option Sales Tax 15,862,858.94
Project Improvement Fund 3,105,818.37
Hotel / Motel Tax Fund 191,840.72
Total Cash and Investments $95,049,221.78
B-4
BUILDING PERMITS
City officials report the following construction activity as of June 30, 2023. Building permits are reported on a calendar
year basis. The figures below include both new construction and remodeling.
2019 2020 2021 2022 2023
Single Family Homes:
No. of new homes: 633 637 825 526 363
Valuation: $135,943,214 $163,307,634 $255,886,242 $185,589,379 $125,229,074
No. of Multi-Family: 1 4 6 7 7
Valuation: $2,596,185 $41,194,335 $38,783,720 $118,158,451 $53,588,277
Commercial/Industrial/Other:
No. of new buildings: 23 19 19 28 15
Valuation: $64,891,028 $29,347,062 $25,238,401 $103,543,394 $36,664,806
Other: 625 829 911 991 448
Valuation: $6,405,468 $11,869,320 $10,714,248 $14,255,636 $7,887,266
Total Permits 1,282 1,489 1,761 1,552 833
Total Valuations $209,835,895 $245,718,351 $330,622,611 $421,546,860 $223,369,423
Source: The City
OTHER DEBT INFORMATION
INDIRECT GENERAL OBLIGATION DEBT
Taxing District
1/1/2022
Taxable Valuation 1)
Portion of
Taxable Valuation
within the City
Percent
In City G.O. Debt 2)
City’s
Proportionate
Share
Dallas County $9,437,502,834 $2,022,299,495 21.43% $20,510,000 $4,395,293
Waukee CSD 7,041,308,991 2,005,218,845 28.48% 327,695,000 93,327,536
Van Meter CSD 338,627,713 16,887,916 4.99% 5,055,000 252,245
Ade-Desoto-Minburn CSD 706,294,993 192,734 0.03% 26,060,000 7,818
Des Moines Area
Community College 62,389,305,642 2,022,299,495 3.24% 86,510,000 2,802,924
City’s Share of Total Overlapping Debt $100,785,816
1) Taxable Valuation excludes military exemption and includes Ag. Land & Buildings, Taxable TIF Increment and all Utilities.
2) Includes general obligation Notes, PPEL Notes, certificates of participation and new jobs training certificates. Estimate based on
publicly available data as of June 6, 2023.
B-5
DEBT RATIOS
G.O. Debt
Debt/Actual
Market Value
($3,416,185,614) 1)
Debt/23,940 2)
Population
Total General Obligation Debt $146,472,304* 4.29%* $6,118.31*
Less: General Obligation Debt paid by
Water and Stormwater (4,705,000)*
Net General Obligation Debt $141,767,304* 4.15%* $5,921.78*
City’s Share of Total Overlapping Debt $100,785,816 2.95% $4,209.93
1) Based on 1/1/2022 Actual Value. Includes Ag. Land, Ag. Buildings, TIF Increment and all Utilities.
2) Population based on the 2020 U.S. Census.
* Preliminary; subject to change.
OTHER AGREEMENTS
Estimated Total Estimated* Total Final Total Estimated* Obligation Estimated Payment Obligation Outstanding Payable in FY24
Agreements Obligation Date as of 9/6/23 as of 9/6/23
Hurd Waukee, LLC 1) $370,000 6/30/2024 $25,982 $25,982
City of West Des Moines 28E 1) 879,705 12/1/2024 351,882 175,941
Golf Course Equipment Lease (2021) 1) 47,750 11/20/2025 28,324 0 2)
Axon Lease (Police Equipment) 1) 380,374 11/1/2026 263,168 76,075
Fridley Theatres LLC 1) 2,244,003 6/30/2028 1,609,748 288,423
Deery, Deery LLC 1) 950,000 6/30/2028 587,807 194,110
Access Systems Inc. 535,000 6/30/2028 535,000 0
SPLaw Properties, LLC (City Hall) 1) 549,902 9/1/2029 338,175 45,048
Holmes Murphy KC (Kettlestone) 1) 3,480,000 6/30/2029 2,486,441 374,371
Kettleview, LLC 1) 4,100,000 6/30/2029 4,059,244 447,871
117 Land Company & RJ Lawn 1) 1,150,000 6/30/2030 949,343 135,620
Waukee Crossing LLC 3) 400,000 6/30/2033 400,000 0
TIC Properties, LLC 3) 1,668,467 6/30/2034 1,668,467 0
IDOT 4) 7,505,420 6/30/2034 7,505,420 0
Waukee Towne Center, LLC 3) 1,100,000 6/30/2036 1,100,000 0
AP North, L.C. 3) 2,000,000 6/30/2037 2,000,000 0
Caliber Land/Kettlestone Central 3) 9,720,000 6/30/2042 9,720,000 0
Waukee Towne Center, LLC 3) 21,900,000 6/30/2043 21,900,000 0
The Quarter at Waukee, LLC 3) 34,002,834 6/30/2046 34,002,834 0
Caliber Land/Kettlestone Central/Iowa
Youth Athletic Foundation 3) 39,487,500 6/30/2054 39,487,500 0
Total $129,019,335 $1,763,441
* Rebate payments are estimated based on current valuations and FY 2022-23 tax rates; preliminary; subject to change.
1) These agreements are subject to annual appropriation. Payments have been appropriated for Fiscal Year 2023-2024, excluding
any payments that have already been made as of the date of this Official Statement.
2) The makes payments on the Golf Course Equipment lease on August 1st and the payment for FY 2023-2024 has been made.
3) These agreements are subject to annual appropriation. Payments have not been appropriated for Fiscal Year 2023-2024.
4) Represents an agreement with Iowa Department of Transportation (“IDOT”) to repay the City’s portion of the Interstate 80
interchange onto Grand Prairie Parkway. The agreement will be repaid over ten years, beginning in FY 2024-25 with the final
payment due in FY 2033-34.
B-6
REVENUE DEBT
Stormwater Management Utility Revenue Debt
The City has revenue debt payable from the Stormwater Management Utility as follows:
Date
of Issue
Original
Amount Purpose
Final
Maturity
Principal
Outstanding
As of 09/06/23
6/16A $640,000 Stormwater Improvements 6/26 $205,000
9/23C 3,350,000* Stormwater Improvements 6/43 3,350,000 *
Total $3,555,000 *
* Preliminary; subject to change.
Water Utility Revenue Debt
The City has revenue debt payable from the Water Utility as follows:
Date
of Issue
Original
Amount Purpose
Final
Maturity
Principal
Outstanding
As of 09/06/23
7/15B $1,450,000 Water Improvements 6/27 $530,000
6/18B 3,410,000 Water Improvements 6/38 2,910,000
8/19B 2,040,000 Water Improvements 6/34 1,615,000
Total $5,055,000
Sewer Utility Revenue Debt
The City has revenue debt payable from the Sewer Utility as follows:
Date
of Issue
Original
Amount Purpose
Final
Maturity
Principal
Outstanding
As of 09/06/23
12/16C $2,685,000 Sewer Improvements 6/36 $2,175,000
9/17 10,858,375 1) Sewer Imp. (SRF Loan) 6/38 8,541,000
6/18C 3,565,000 Sewer Improvements 6/38 3,025,000
7/18 2,386,508 2) Sewer Imp. (SRF Loan) 6/38 1,940,000
4/23A 13,200,000 3) Sewer Imp (SRF Loan) 6/44 13,200,000
Total $28,881,000
1) The City drew down $9,938,375 of the original $12,537,000 contemplated and amended the loan agreement to add a sponsored
project of $920,000 for a total of $10,858,375.
2) The City drew down $2,386,508 of the original loan amount of $2,948,000.
3) Based on preliminary debt service schedule established prior to final project draws. The City has drawn the loan initiation fee
of $5,000 of the $13,200,000 as of June 6, 2023.
(The remainder of this page left blank intentionally)
B-7
Other Sewer Utility Revenue Debt
Des Moines Metropolitan Wastewater Reclamation Authority (“WRA”) Existing Payment Obligations:
The City is a member of the Des Moines Metropolitan Wastewater Reclamation Authority (WRA) and has entered into a
financing agreement with the WRA to provide for the City’s share of capital contribution for the construction and ongoing
expansion of a metropolitan wastewater system. The City is responsible for a portion of the WRA sewer revenue debt
payable from the revenues of their Sewer Enterprise System; its responsibilities pursuant to the WRA Financing
Agreement stand as nearly as practicable on a parity and equality of rank with the City’s direct sewer revenue notes and
parity obligations, if any. The City’s share of the WRA debt, based on the Fiscal Year 2023-24 flows is as follows:
Date
of Issue
Allocated/
Original
Amount Purpose
Final
Maturity
Principal
Outstanding
As of 09/06/23
06/08A $477,428 Sewer Improvements (SRF Loan) 6/39 $422,719 1)
06/08B 312,970 Sewer Improvements (SRF Loan) 6/39 260,504 2)
06/08D 126,140 Sewer Improvements (SRF Loan) 6/38 100,073 3)
3/09B 388,920 Sewer Improvements (SRF Loan) 6/39 336,966 4)
7/09C 425,960 Sewer Improvements (SRF Loan) 6/39 368,991 5)
4/10A 233,750 Sewer Improvements (SRF Loan) 6/40 230,514 6)
4/10B 324,100 Sewer Improvements (SRF Loan) 6/40 293,922 7)
6/10C-1 37,200 Sewer Improvements (SRF Loan) 6/32 56,428 8)
6/10C-2 389,150 Sewer Improvements (SRF Loan) 6/32 311,843 9)
3/11B 739,461 Sewer Improvements (SRF Loan) 6/41 695,544 10)
5/11A 1,046,925 Sewer Improvements (SRF Loan) 6/42 1,282,409 11)
5/11C 259,564 Sewer Improvements (SRF Loan) 6/41 271,715 12)
12/11D 378,144 Sewer Improvements (SRF Loan) 6/43 465,015 13)
5/12B 130,229 Sewer Improvements (SRF Loan) 6/42 126,347 14)
5/12C 303,660 Sewer Improvements (SRF Loan) 6/43 398,797 15)
5/12D 118,090 Sewer Improvements (SRF Loan) 6/42 149,567 16)
11/12E 577,854 Sewer Improvements (SRF Loan) 6/43 577,249 17)
11/12F 67,087 Sewer Improvements (SRF Loan) 6/43 66,897 18)
11/12G 592,020 Sewer Improvements (SRF Loan) 6/44 743,531 19)
4/13A 141,680 Sewer Improvements (SRF Loan) 6/43 170,958 20)
1/14A 35,820 Sewer Improvements (SRF Loan) 6/34 30,583 21)
2/14C 268,488 Sewer Improvements (SRF Loan) 6/34 204,020 22)
2/14D 179,040 Sewer Improvements (SRF Loan) 6/34 146,353 23)
1/15A 307,768 Sewer Improvements (SRF Loan) 6/35 227,817 24)
1/15C 85,792 Sewer Improvements (SRF Loan) 6/35 66,594 25)
5/15E 1,178,866 Sewer Revenue Refunding Bonds 6/36 993,553 26)
2/16A 178,858 Sewer Improvements (SRF Loan) 6/35 144,772 27)
12/16E 34,886 Sewer Improvements (SRF Loan) 6/36 26,638 28)
12/16F 706,400 Sewer Improvements (SRF Loan) 6/48 791,403 29)
12/17A 855,380 Sewer Improvements (SRF Loan) 6/49 988,070 30)
5/18A 101,304 Sewer Improvements (SRF Loan) 6/40 104,146 31)
12/18D-1 241,200 Sewer Improvements (SRF Loan) 6/39 265,515 32)
12/18D-2 172,850 Sewer Improvements (SRF Loan) 6/33 118,303 33)
12/18E 272,556 Sewer Improvements (SRF Loan) 6/40 304,552 34)
12/18F 144,720 Sewer Improvements (SRF Loan) 6/39 80,826 35)
12/19A 290,585 Sewer Improvements (SRF Loan) 6/39 281,289 36)
12/20B 271,164 Sewer Improvements (SRF Loan) 6/42 315,191 37)
3/21A 1,499,571 Sewer Revenue Refunding Bonds 6/34 1,372,847 38)
6/22A 527,583 Sewer Improvements (SRF Loan) 6/43 577,897 39)
(Continued on next page)
B-8
Date
of Issue
Allocated/
Original
Amount Purpose
Final
Maturity
Principal
Outstanding
As of 09/06/23
12/22B $217,944 Sewer Improvements (SRF Loan) 6/43 $217,944 40)
12/22C 312,070 Sewer Improvements (SRF Loan) 6/43 312,070 41)
12/22D 748,968 Sewer Improvements (SRF Loan) 6/54 748,968 42)
5/23A 879,470 Sewer Improvements (SRF Loan) 6/46 879,470 43)
Total $16,528,810
1) The City’s flow-based share of the WRA’s Series 2008A SRF Loan outstanding in the amount of $10,814,000.
2) The City’s flow-based share of the WRA’s Series 2008B SRF Loan outstanding in the amount of $4,303,000.
3) The City’s flow-based share of the WRA’s Series 2008D SRF Loan outstanding in the amount of $1,653,000.
4) The City’s flow-based share of the WRA’s Series 2009B SRF loan outstanding in the amount of $5,566,000.
5) The City’s flow-based share of the WRA’s Series 2009C SRF loan outstanding in the amount of $6,095,000.
6) The City’s flow-based share of the WRA’s Series 2010A SRF loan outstanding in the amount of $5,897,000.
7) The City’s flow-based share of the WRA’s Series 2010B SRF loan outstanding in the amount of $4,855,000.
8) The City’s flow-based share of the WRA’s Series 2010C-1 SRF loan outstanding in the amount of $1,989,000.
9) The City’s flow-based share of the WRA’s Series 2010C-2 SRF loan outstanding in the amount of $10,992,000.
10) The City’s flow-based share of the WRA’s Series 2011B SRF loan outstanding in the amount of $11,489,000.
11) The City’s flow-based share of the WRA’s Series 2011A SRF loan outstanding in the amount of $45,203,000.
12) The City’s flow-based share of the WRA’s Series 2011C SRF loan outstanding in the amount of $6,951,000.
13) The City’s flow-based share of the WRA’s Series 2011D SRF loan outstanding in the amount of $11,896,000.
14) The City’s flow-based share of the WRA’s Series 2012B SRF loan outstanding in the amount of $2,087,000.
15) The City’s flow-based share of the WRA’s Series 2012C SRF loan outstanding in the amount of $14,057,000.
16) The City’s flow-based share of the WRA’s Series 2012D SRF loan outstanding in the amount of $5,272,000.
17) The City’s flow-based share of the WRA’s Series 2012E SRF loan outstanding in the amount of $9,535,000.
18) The City’s flow-based share of the WRA’s Series 2012F SRF loan outstanding in the amount of $1,105,000.
19) The City’s flow-based share of the WRA’s Series 2012G SRF loan outstanding in the amount of $19,021,000.
20) The City’s flow-based share of the WRA’s Series 2013A SRF loan outstanding in the amount of $6,026,000.
21) The City’s flow-based share of the WRA’s Series 2014A SRF loan outstanding in the amount of $1,078,000.
22) The City’s flow-based share of the WRA’s Series 2014C SRF loan outstanding in the amount of $3,370,000.
23) The City’s flow-based share of the WRA’s Series 2014D SRF loan outstanding in the amount of $3,744,000.
24) The City’s flow-based share of the WRA’s Series 2015A SRF loan outstanding in the amount of $5,828,000.
25) The City’s flow-based share of the WRA’s Series 2015C SRF loan outstanding in the amount of $1,100,000.
26) The City’s flow-based share of the WRA’s Series 2015E outstanding in the amount of $23,115,000.
27) The City’s flow-based share of the WRA’s Series 2016A SRF loan outstanding in the amount of $5,103,000.
28) The City’s flow-based share of the WRA’s Series 2016E SRF loan outstanding in the amount of $440,000.
29) The City’s flow-based share of the WRA’s Series 2016F SRF loan outstanding in the amount of $35,536,000.
30) The City’s flow-based share of the WRA’s Series 2017A SRF loan outstanding in the amount of $34,828,000.
31) The City’s flow-based share of the WRA’s Series 2018A SRF loan outstanding in the amount of $3,671,000.
32) The City’s flow-based share of the WRA’s Series 2018D-1 SRF loan outstanding in the amount of $9,359,000.
33) The City’s flow-based share of the WRA’s Series 2018D-2 SRF loan outstanding in the amount of $4,170,000.
34) The City’s flow-based share of the WRA’s Series 2018E SRF loan outstanding in the amount of $10,735,000.
35) The City’s flow-based share of the WRA’s Series 2018F SRF loan outstanding in the amount of $2,849,000.
36) The City’s flow-based share of the WRA’s Series 2019A SRF loan outstanding in the amount of $9,915,000.
37) The City’s flow-based share of the WRA’s Series 2020B SRF loan outstanding in the amount of $11,110,000.
38) The City’s flow-based share of the WRA’s Series 2021A outstanding in the amount of $33,020,000.
39) The City’s flow-based share of the WRA’s Series 2022A SRF loan outstanding in the amount of $20,370,000.
40) The City’s flow-based share of the WRA’s Series 2022B SRF loan outstanding in the amount of $3,600,000.
41) The City’s flow-based share of the WRA’s Series 2022C SRF loan outstanding in the amount of $11,000,000.
42) The City’s flow-based share of the WRA’s Series 2022D SRF loan outstanding in the amount of $26,400,000.
43) The City’s flow-based share of the WRA’s Series 2023A SRF loan outstanding in the amount of $31,000,000.
The amounts above represent the City’s share of the par amount for various issues. Other participating communities
within the WRA pay the remaining amounts. Flow-based allocations are subject to change on an annual basis; as such the
amount outstanding may be greater than the amount issued due to fluctuations in flow.
B-9
GENERAL INFORMATION
LOCATION AND TRANSPORTATION
The City is located in central Iowa, approximately 16 miles northwest of Des Moines. The City is located near U.S.
Interstate Highways No. 35 and 80. U.S. Highway No. 6 passes directly through the community. Commercial airline
service is available at the Des Moines International Airport through Allegiant, American Airlines, Frontier, Southwest,
United and Delta. The rail line within the City is operated by the Union Pacific Railroad.
LARGER EMPLOYERS
A representative list of larger employers in the City is as follows:
Employer
Type of Business
Approximate
Number of Employees 1)
Waukee Community School District Education 2,021 2)
Hy-Vee Grocery Store 460
Holmes Murphy & Assoc. Insurance 380
Waukee Family YMCA Family Recreation & Health Center 350
City of Waukee City Government 347 3)
Access Systems Office Technologies 225
1st Interiors Commercial 175
Gilcrest/Jewett Lumber Company Lumber, Windows, Doors 155
Stivers Ford Automobile Sales and Service 125
Quad Graphics Waukee Printing 100
1) Includes full time, part time, and seasonal employees.
2) Includes part-time employees, most of whom are teacher substitutes and associates.
3) Includes paid on-call/volunteer fire and EMS employees.
Source: The City of Waukee Economic Development. The list is updated frequently as changes are identified and is not to be
construed as a complete profile.
Some additional major employers in the Des Moines metropolitan area include, but are not limited to the following:
Employer Type of Business
Approximate Number
of Employees 1)
Wells Fargo & Co. Financial Services/Home Mortgage 13,000 2)
Hy-Vee, Inc. Retail Grocery/Drugstore 11,184 3)
State of Iowa State Government 7,700 4)
Principal Financial Group Financial Services 6,100
MercyOne Healthcare 5,777
UnityPoint Health Partners Healthcare (Hospitals & Clinics) 5,492
Des Moines Public Schools Education 5,000 5)
Amazon Distribution 3,500
John Deere Companies Ag Machinery/Software/Financial Services 3,328
Nationwide Insurance 3,300
Corteva Agriscience 6) Crop Inputs for Worldwide Agribusiness 2,255
Kum & Go Convenience Store 2,000
1) Includes full-time, part-time and seasonal employees.
2) Includes Wells Fargo banking and mortgage divisions in multiple locations.
3) Includes Corporate Office and all Des Moines metropolitan locations.
4) Total is for the Greater Des Moines metropolitan statistical area which includes Dallas, Guthrie, Madison, Polk and Warren
counties.
5) Does not include substitute teachers.
6) Formerly DuPont Pioneer.
Source: The Greater Des Moines Partnership website as of May 11, 2023. The list is updated frequently as changes are identified
and is not to be construed as a complete profile.
B-10
U.S. CENSUS DATA
Population Trend: 1990 U.S. Census 2,512
2000 U.S. Census 5,126
2010 U.S. Census 13,790
2015 U.S. Special Census 17,945
2020 U.S. Census 23,940
Source: U.S. Census Bureau
UNEMPLOYMENT RATES
Dallas County State of Iowa
Annual Averages: 2019 1.9% 2.6%
2020 3.5% 5.2%
2021 2.6% 4.8%
2022 2.0% 2.7%
2023 (through April) 2.1% 2.8%
Source: U.S. Bureau of Labor Statistics
EDUCATION
The Waukee Community School District (the “District”) provides public education with a certified enrollment for the
2023-24 school year of 13,153.9. The District currently has approximately 2,000 full-time and part-time employees and
approximately 444 additional part-time teacher substitutes and associates. The District owns and operates nine elementary
schools, two middle schools, two eighth-ninth grade schools, and two high schools which includes the Innovation and
Learning Center.
FINANCIAL SERVICES
Financial services for residents of the City are provided by branch offices of Charter Bank, Community State Bank,
People’s Trust & Savings Bank, Wells Fargo Bank, N.A. and West Bank, as well as Greater Iowa Credit Union. The
branch offices of Charter Bank, Wells Fargo Bank, N.A. and West Bank report the following deposits as of June 30th for
each year:
Year
Charter Bank Wells Fargo Bank, N.A. West Bank
2018 $29,881,000 $53,496,000 $27,753,000
2019 30,171,000 62,535,000 34,950,000
2020 36,813,000 76,060,000 46,412,000
2021 45,067,000 93,546,000 58,028,000
2022 49,997,000 103,952,000 64,507,000
Source: FDIC
LOCAL OPTION SALES AND SERVICES TAX
On November 7, 2017, a referendum was held for imposition of a one percent (1%) local option sales and services tax
(“Local Option Tax” or “LOSST”) to be collected within Dallas County. Imposition of the Local Option Tax was
approved by the voters of contiguous incorporated areas of the cities of Waukee, West Des Moines, Clive and Urbandale
by a vote of approximately 61.2% in favor. The Local Option Tax became effective on July 1, 2018. The City’s Local
Option Tax receipts are to be utilized for as follows: (i) 50% of such revenues to be allocated for property tax relief and
(ii) 50% of such revenues for City quality of life improvement purposes, including recreational/sports complexes,
community center, trails, parks, arts, cultural amenities, historic preservation, and for public uses the city deems
appropriate.
B-11
The State of Iowa Department of Revenue (the “Department”) administers collection and disbursement of all LOSST in
conjunction with administration of the State-wide sales, services and use tax presently assessed at 6%. Beginning with
the October 2022 LOSST payment, the administration of local government LOSST distribution payments changed per
legislation passed during the 2021-22 legislative section (SF 2367). The Iowa Department of Revenue moved away from
the old “annual estimated payments” process and began making distributions based on actual LOSST receipts from the
preceding month. Not all local option sales tax collected in a jurisdiction will be returned to the jurisdiction. The amount
distributed is calculated based on a formula that takes into account the percentage of population and the property tax
collected in the jurisdiction out of the total for the county.
Remittance of collections within a county are based upon the following statutory formula for county-wide collections: (i)
75 percent: based on a pro rata share of population (the most recent certified federal census) of those incorporated or
unincorporated areas in a county which have approved a LOSST; and (ii) 25 percent: based on a pro rata share during the
three year period beginning July 1, 1982, through June 30, 1985, for those incorporated or unincorporated areas of a
county which have approved a LOSST. The property tax data is compiled from city and county tax reports available in
the State Department of Management. Only population and property tax levies of the jurisdiction imposing the tax are
used in figuring percentages
Once approved, a LOSST can only be repealed through a public referendum at which a majority voting approves the
repeal or tax rate change (or upon motion of the governing body), provided no obligations secured by the LOSST are
outstanding. If a LOSST is not imposed county-wide, then the question of repeal is voted upon only by voters in such
areas of a county where the tax has been imposed. LOSST may not be repealed within one year of the effective date.
HISTORY OF TAXABLE RETAIL SALES
The following table represents the number of businesses and taxable sales in the City and Dallas County for the last five
fiscal years.
Fiscal Year
Number of
Businesses
City of Waukee
Taxable Retail Sales
Other Taxable Retail Sales
Within Dallas County
Total Taxable Sales
Within Dallas County
2017-18 293 $251,659,506 $991,431,785 $1,243,091,291
2018-19 307 260,737,567 1,041,646,100 1,302,383,667
2019-20 323 271,316,409 1,016,374,784 1,287,691,193
2020-21 363 373,317,598 1,110,754,296 1,484,071,594
2021-22 335 445,920,679 1,171,719,049 1,617,639,728
Source: Iowa Department of Revenue, “Iowa Retail Sales & Use Tax Report”
LOCAL OPTION TAX REVENUES
The following table represents the Local Option Tax revenue collections as reported by the City, the amount of the Local
Option Tax revenues available for the payment of the General Obligation Local Option Sales Tax Bonds, Series 2020B
(the “Series 2020B Bonds”) pursuant to the referendum and the maximum annual debt payment on the Series 2020B
Bonds.
Local Option Available for Maximum Annual
Fiscal Year Tax Revenues Bond Payments Debt Payment
2018-19 $2,486,798 1) $1,243,399 2) N/A
2019-20 3,191,666 1) 1,595,833 2) N/A
2020-21 3,588,423 1) 1,794,212 2) $898,700
2021-22 4,950,902 1) 2,475,451 2) 898,700
2022-23 5,272,866 3) 2,636,433 2) 898,700
1) Per the City’s Independent Auditor’s Reports.
2) Represents the 50% of the total Local Option Tax revenues available for the repayment of the Series 2020B Bonds.
3) Represents the unaudited Local Option Tax revenues received by the City for Fiscal Year 2022-23.
Source: The City
APPENDIX C
FORM OF LEGAL OPINION
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Ahlers & Cooney, P.C.
Attorneys at Law
100 Court Avenue, Suite 600
Des Moines, Iowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
Wishard & Baily – 1888, Guernsey & Baily – 1893, Baily & Stipp – 1901, Stipp, Perry, Bannister & Starzinger – 1914, Bannister, Carpenter,
Ahlers & Cooney – 1950, Ahlers, Cooney, Dorweiler, Allbee, Haynie & Smith – 1974, Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. – 1990
DRAFT
We hereby certify that we have examined a certified transcript of the proceedings of the
City Council and acts of administrative officers of the City of Waukee, State of Iowa (the
"Issuer"), relating to the issuance of Stormwater Revenue Bonds, Series 2023C, by said City,
dated September 6, 2023, in the denomination of $5,000 or multiples thereof, in the aggregate
amount of $__________________ (the "Bonds").
We have examined the law and such certified proceedings and other papers as we deem
necessary to render this opinion as bond counsel.
As to questions of fact material to our opinion, we have relied upon representations of the
Issuer contained in the resolution authorizing issuance of the Bonds (the "Resolution") and in the
certified proceedings and other certifications of public officials furnished to us, without
undertaking to verify the same by independent investigation.
Based on our examination and in reliance upon the certified proceedings and other
certifications described above, we are of the opinion, under existing law, as follows:
1. The Issuer is duly created and validly existing as a body corporate and politic and
political subdivision of the State of Iowa with the corporate power to adopt and perform the
Resolution and issue the Bonds.
2. The Resolution has been duly adopted by the Issuer and constitutes a valid and
binding obligation of the Issuer enforceable upon the Issuer. The Resolution creates a valid lien
on the Net Revenues of the Stormwater Management Utility pledged by the Resolution for the
security of the Bonds.
The lien of the Bonds ranks on a parity as to the pledge of Net Revenues with respect to
other Outstanding Obligations and Additional Obligations. The right to issue Additional
Obligations is reserved upon conditions set forth in the Resolution.
3. The Bonds have been duly authorized, issued and delivered by the Issuer and are
valid and binding special obligations of the Issuer, payable solely from the sources provided
therefor in the Resolution.
4. Interest on the Bonds is excludable from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals; however, such interest is taken into account in determining the annual
adjusted financial statement income of applicable corporations (as defined in Section 59(k) of the
Code) for the purpose of computing the alternative minimum tax imposed on corporations for tax
years beginning after December 31, 2022. The opinion set forth in the preceding sentence is
subject to the condition that the Issuer comply with all requirements of the Internal Revenue
DRAFT
City of Waukee, State of Iowa
$__________________ Stormwater Revenue Bonds, Series 2023C
Page 2
Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in
order that the interest thereon be, and continue to be, excludable from gross income for federal
income tax purposes. The Issuer has covenanted to comply with all such requirements. Failure
to comply with certain of such requirements may cause interest on the Bonds to be included in
gross income for federal income tax purposes retroactively to the date of issuance of the Bonds.
We express no opinion regarding the accuracy, adequacy, or completeness of the Official
Statement or other offering material relating to the Bonds. Further, we express no opinion
regarding tax consequences arising with respect to the Bonds other than as expressly set forth
herein.
The rights of the owners of the Bonds and the enforceability of the Bonds are limited by
bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and by equitable principles, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our
attention, or any changes in law that may hereafter occur.
Respectfully submitted,
02220272-1\21938-320
APPENDIX D
JUNE 30, 2022 INDEPENDENT AUDITOR’S REPORT
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APPENDIX E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
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CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the City of Waukee, State of Iowa (the "Issuer"), in connection with the issuance of
$__________________ Stormwater Revenue Bonds, Series 2023C (the "Bonds") dated
September 6, 2023. The Bonds are being issued pursuant to a Resolution of the Issuer approved
on August 21, 2023 (the "Resolution"). The Issuer covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate; Interpretation. This Disclosure
Certificate is being executed and delivered by the Issuer for the benefit of the Holders and
Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in
complying with S.E.C. Rule 15c2-12(b)(5). This Disclosure Certificate shall be governed by,
construed and interpreted in accordance with the Rule, and, to the extent not in conflict with the
Rule, the laws of the State. Nothing herein shall be interpreted to require more than required by
the Rule.
Section 2. Definitions. In addition to the definitions set forth in the Resolution, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Financial Information" shall mean financial information or operating data of the
type included in the final Official Statement, provided at least annually by the Issuer pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean 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.
"Business Day" shall mean a day other than a Saturday or a Sunday or a day on which
banks in Iowa are authorized or required by law to close.
"Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in
writing by the Issuer and which has filed with the Issuer a written acceptance of such
designation.
"Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered
into in connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (iii) guarantee of (i) or (ii). The term Financial Obligation shall not include
municipal securities as to which a final official statement has been provided to the MSRB
consistent with S.E.C. Rule 15c2-12.
"Holders" shall mean the registered holders of the Bonds, as recorded in the registration
books of the Registrar.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
"Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal
Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005.
"National Repository" shall mean the MSRB's Electronic Municipal Market Access
website, a/k/a "EMMA" (emma.msrb.org).
"Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated
_______________, 2023.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
"Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission
(S.E.C.) under the Securities Exchange Act of 1934, and any guidance and procedures
thereunder published by the S.E.C., as the same may be amended from time to time.
"State" shall mean the State of Iowa.
Section 3. Provision of Annual Financial Information.
a) The Issuer shall, or shall cause the Dissemination Agent to, not later than two
hundred seventy (270) days after the end of the Issuer's fiscal year (presently June 30th),
commencing with information for the 2022/2023 fiscal year, provide to the National
Repository an Annual Financial Information filing consistent with the requirements of
Section 4 of this Disclosure Certificate. The Annual Financial Information filing must be
submitted in such format as is required by the MSRB (currently in "searchable PDF"
format). The Annual Financial Information filing may be submitted as a single document
or as separate documents comprising a package. The Annual Financial Information filing
may cross-reference other information as provided in Section 4 of this Disclosure
Certificate; provided that the audited financial statements of the Issuer may be submitted
separately from the balance of the Annual Financial Information filing and later than the
date required above for the filing of the Annual Financial Information if they are not
available by that date. If the Issuer's fiscal year changes, it shall give notice of such
change in the same manner as for a Listed Event under Section 5(c).
b) If the Issuer is unable to provide to the National Repository the Annual
Financial Information by the date required in subsection (a), the Issuer shall send a notice
to the Municipal Securities Rulemaking Board, if any, in substantially the form attached
as Exhibit A.
c) The Dissemination Agent shall:
i. each year file Annual Financial Information with the National
Repository; and
ii. (if the Dissemination Agent is other than the Issuer), file a report with
the Issuer certifying that the Annual Financial Information has been filed pursuant
to this Disclosure Certificate, stating the date it was filed.
Section 4. Content of Annual Financial Information. The Issuer's Annual Financial
Information filing shall contain or incorporate by reference the following:
a) The last available audited financial statements of the Issuer for the prior fiscal
year, prepared in accordance with generally accepted accounting principles promulgated
by the Financial Accounting Standards Board as modified in accordance with the
governmental accounting standards promulgated by the Governmental Accounting
Standards Board or as otherwise provided under State law, as in effect from time to time,
or, if and to the extent such financial statements have not been prepared in accordance
with generally accepted accounting principles, noting the discrepancies therefrom and the
effect thereof. If the Issuer's audited financial statements for the preceding years are not
available by the time Annual Financial Information is required to be filed pursuant to
Section 3(a), the Annual Financial Information filing shall contain unaudited financial
statements of the type included in the final Official Statement, and the audited financial
statements shall be filed in the same manner as the Annual Financial Information when
they become available.
b) A table, schedule or other information of the type contained in the final Official
Statement under the captions: "Sales History and Total Stormwater Management Utility
Receipts", "Number of Stormwater Management Utility Customers", "Larger Stormwater
Management Utility Customers", and "Stormwater Management Utility Revenues by
Classification".
Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues of the Issuer or related public entities, which have
been filed with the National Repository. The Issuer shall clearly identify each such other
document so included by reference.
Section 5. Reporting of Significant Events.
a) Pursuant to the provisions of this Section, the Issuer shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Bonds
in a timely manner not later than 10 Business Days after the day of the occurrence of the
event:
i. Principal and interest payment delinquencies;
ii. Non-payment related defaults, if material;
iii. Unscheduled draws on debt service reserves reflecting financial
difficulties;
iv. Unscheduled draws on credit enhancements relating to the Bonds
reflecting financial difficulties;
v. Substitution of credit or liquidity providers, or their failure to perform;
vi. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB) or other material notices or determinations with respect to the
tax-exempt status of the Series Bonds, or material events affecting the tax-exempt
status of the Bonds;
vii. Modifications to rights of Holders of the Bonds, if material;
viii. Bond calls (excluding sinking fund mandatory redemptions), if
material, and tender offers;
ix. Defeasances of the Bonds;
x. Release, substitution, or sale of property securing repayment of the
Bonds, if material;
xi. Rating changes on the Bonds;
xii. Bankruptcy, insolvency, receivership or similar event of the Issuer;
xiii. The consummation of a merger, consolidation, or acquisition
involving the Issuer or the sale of all or substantially all of the assets of the Issuer,
other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
xiv. Appointment of a successor or additional trustee or the change of
name of a trustee, if material;
xv. Incurrence of a Financial Obligation of the Issuer, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a Financial Obligation of the Issuer, any of which affect security
holders, if material; and
xvi. Default, event of acceleration, termination event, modification of
terms or other similar events under the terms of a Financial Obligation of the
Issuer, any of which reflect financial difficulties.
b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed
Event, the Issuer shall determine if the occurrence is subject to notice only if material,
and if so shall as soon as possible determine if such event would be material under
applicable federal securities laws.
c) If the Issuer determines that knowledge of the occurrence of a Listed Event is
not subject to materiality, or determines such occurrence is subject to materiality and
would be material under applicable federal securities laws, the Issuer shall promptly, but
not later than 10 Business Days after the occurrence of the event, file a notice of such
occurrence with the Municipal Securities Rulemaking Board through the filing with the
National Repository.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under this
Disclosure Certificate with respect to each Series of Bonds shall terminate upon the legal
defeasance, prior redemption or payment in full of all of the Bonds of that Series or upon the
Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of
legislative action or final judicial action or administrative actions or proceedings, the failure of
the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in
violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as
amended.
Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate,
and may discharge any such Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or
report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination
Agent shall be the Issuer.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this
Disclosure Certificate may be waived, provided that the following conditions are satisfied:
a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a),
it may only be made in connection with a change in circumstances that arises from a
change in legal requirements, change in law, or change in the identity, nature or status of
an obligated person with respect to the Bonds, or the type of business conducted;
b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of
the Rule at the time of the original issuance of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
c) The amendment or waiver either (i) is approved by the Holders of the Bonds in
the same manner as provided in the Resolution for amendments to the Resolution with
the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond
counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer
shall describe such amendment in the next Annual Financial Information filing, and shall
include, as applicable, a narrative explanation of the reason for the amendment or waiver and its
impact on the type (or in the case of a change of accounting principles, on the presentation) of
financial information or operating data being presented by the Issuer. In addition, if the
amendment relates to the accounting principles to be followed in preparing financial statements,
(i) notice of such change shall be given in the same manner as for a Listed Event under Section
5(c), and (ii) the Annual Financial Information filing for the year in which the change is made
will present a comparison or other discussion in narrative form (and also, if feasible, in
quantitative form) describing or illustrating the material differences between the financial
statements as prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Financial Information filing or notice of
occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate.
If the Issuer chooses to include any information in any Annual Financial Information filing or
notice of occurrence of a Listed Event in addition to that which is specifically required by this
Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such
information or include it in any future Annual Financial Information filing or notice of
occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Issuer to comply with any provision
of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such
actions as may be necessary and appropriate, including seeking mandate or specific performance
by court order, to cause the Issuer to comply with its obligations under this Disclosure
Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any
person for any default hereunder and are hereby waived to the extent permitted by law. A
default under this Disclosure Certificate shall not be deemed an event of default under the
Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of
the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against any loss, expense and liabilities which it may
incur arising out of or in the exercise or performance of its powers and duties hereunder,
including the costs and expenses (including attorneys' fees) of defending against any claim of
liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
misconduct. The obligations of the Issuer under this Section shall survive resignation or removal
of the Dissemination Agent and payment of the Bonds.
Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial
Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Section 13. Rescission Rights. The Issuer hereby reserves the right to rescind this
Disclosure Certificate without the consent of the Holders in the event the Rule is repealed by the
S.E.C. or is ruled invalid by a federal court and the time to appeal from such decision has
expired. In the event of a partial repeal or invalidation of the Rule, the Issuer hereby reserves the
right to rescind those provisions of this Disclosure Certificate that were required by those parts
of the Rule that are so repealed or invalidated.
Date: 6th day of September, 2023.
CITY OF WAUKEE, STATE OF IOWA
By:
Mayor
ATTEST:
By:
City Clerk
EXHIBIT A
NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL
INFORMATION
Name of Issuer: City of Waukee, Iowa.
Name of Bond Issue: $__________________ Stormwater Revenue Bonds, Series 2023C
Dated Date of Issue: September 6, 2023
NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial
Information with respect to the above-named Bonds as required by Section 3 of the Continuing
Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer
anticipates that the Annual Financial Information will be filed by ____________________.
Dated: __________ day of _______________, 20___.
CITY OF WAUKEE, STATE OF IOWA
By:
Its:
02220271-1\21938-320
OFFICIAL BID FORM
To: City Council of Sale Date: August 7, 2023
Waukee, Iowa 10:00 A.M., Central Time
RE: $3,350,000* Stormwater Revenue Bonds, Series 2023C (the “Bonds”)
This bid is a firm offer for the purchase of the Bonds identified in the TERMS OF OFFERING and on the terms set forth in this bid
form and is not subject to any conditions, except as permitted by the TERMS OF OFFERING.
For all or none of the above Bonds, in accordance with the TERMS OF OFFERING, we will pay you $_______________ (not less than
$3,309,800) plus accrued interest to date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as
follows:
Coupon Maturity Yield Coupon Maturity Yield
__________ 2024 __________ __________ 2034 __________
__________ 2025 __________ __________ 2035 __________
__________ 2026 __________ __________ 2036 __________
__________ 2027 __________ __________ 2037 __________
__________ 2028 __________ __________ 2038 __________
__________ 2029 __________ __________ 2039 __________
__________ 2030 __________ __________ 2040 __________
__________ 2031 __________ __________ 2041 __________
__________ 2032 __________ __________ 2042 __________
__________ 2033 __________ __________ 2043 __________
* Preliminary; subject to change. The aggregate principal amount of the Bonds, and each scheduled maturity thereof, are subject to increase or
reduction by the City or its designee after the determination of the successful bidder. The City may increase or decrease each maturity in
increments of $5,000 but the total amount to be issued will not exceed $3,600,000. Interest rates specified by the successful bidder for each
maturity will not change. Final adjustments shall be in the sole discretion of the City.
The dollar amount of the purchase price proposed by the successful bidder will be changed if the aggregate principal amount of the Bonds is
adjusted as described above. Any change in the principal amount of any maturity of the Bonds will be made while maintaining, as closely as
possible, the successful bidder's net compensation, calculated as a percentage of bond principal. The successful bidder may not withdraw or
modify its bid as a result of any post-bid adjustment. Any adjustment shall be conclusive and shall be binding upon the successful bidder.
We hereby designate that the following Bonds to be aggregated into term Bonds maturing on June 1 of the following years and in the
following amounts (leave blank if no term Bonds are specified):
Years Aggregated Maturity Year Aggregate Amount
_______ through _______ _____________ _____________
_______ through _______ _____________ _____________
_______ through _______ _____________ _____________
In making this offer we accept all of the terms and conditions of the TERMS OF OFFERING published in the Preliminary Official
Statement dated July 17, 2023 and represent we are a bidder with an established industry reputation for underwriting new issuances of
municipal Bonds. In the event of failure to deliver the Bonds in accordance with the TERMS OF OFFERING as printed in the Preliminary
Official Statement and made a part hereof, we reserve the right to withdraw our offer, whereupon the deposit accompanying it will be
immediately returned. All blank spaces of this offer are intentional and are not to be construed as an omission.
Not as a part of our offer, the above quoted prices being controlling, but only as an aid for the verification of the offer, we have made the
following computations:
NET INTEREST COST: $_________________________
TRUE INTEREST COST: _________________________% (Dated date September 6, 2023)
Account Manager: _____________________________________ By: __________________________________________
Account Members: ____________________________________________________________________________________
The foregoing offer is hereby accepted by and on behalf of the City Council of the City of Waukee, Iowa this 7th day of August 2023.
Attest: ____________________________________________ By: _____________________________________________
Title: _____________________________________________ Title: ____________________________________________