HomeMy WebLinkAbout2020-04-20-Resolution 2020-144_Bonds, GO Urban Renewal Series 2020A, Authorize IssuanceRESOLUTION 2020-144
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $12,800.000 GENERAL OBLIGATION URBAN
RENEWAL BONDS, SERIES 2020A, AND LEVYING A TAX
TO PAY SAID BONDS; APPROVAL OF THE TAX
EXEMPTION CERTIFICATE
WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of
the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer is in need of funds to pay costs of aiding in the planning,
undertaking and carrying out of urban renewal projects under the authority of Iowa Code chapter
403 and the Urban Renewal Plan for the Waukee Consolidated Urban Renewal Area, including
the Tenth Street and Sunrise Phase IIA Projects, essential corporate urban renewal purpose
project(s), and it is deemed necessary and advisable that the City issue General Obligation Urban
Renewal Bonds, for such purpose(s) to the amount of not to exceed $12,800,000 as authorized by
Sections 384.25 and 403.12 of the Code of Iowa; and
WHEREAS, pursuant to notice published as required by Sections 384.25 and 403.12 this
Council has held a public meeting and hearing upon the proposal to institute proceedings for the
issuance of said Bonds, and all objections, if any, to such Council action made by any resident or
property owner of the City were received and considered by the Council; and no petition having
been filed, it is the decision of the Council that additional action be taken for the issuance of said
Bonds for such purpose(s), and that such action is considered to be in the best interests of the
City and the residents thereof; and
WHEREAS, in accordance with Iowa Code chapter 75, the Bonds were sold to Key
Government Finance, Inc. ("Purchaser").
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WAUKEE, STATE OF IOWA:
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
"Bond Fund" shall mean the fund created in Section 3 of this Resolution.
• "Bonds" shall mean $12,800,000 General Obligation Urban Renewal
Bonds, Series 2020A, authorized to be issued by this Resolution.
• "Default Rate" shall mean an annual rate of interest equal to the sum of
then applicable interest rate on the Bonds and 4.0%.
"Issuer" and "City" shall mean the City of Waukee, State of Iowa.
• "Paying Agent" shall mean UMB Bank, N.A., or such successor as may be
approved by Issuer as provided herein and who shall carry out the duties prescribed
herein as Issuer's agent to provide for the payment of principal of and interest on the
Bonds as the same shall become due.
• "Project" shall mean the costs of aiding in the planning, undertaking and
carrying out of urban renewal projects under the authority of Iowa Code chapter 403 and
the Urban Renewal Plan for the Waukee Consolidated Urban Renewal Area, including
the Tenth Street and Sunrise Phase IIA Projects.
• "Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Bonds.
"Purchaser" shall mean Key Government Finance, Inc., a Colorado
corporation.
• "Rebate Fund" shall mean the fund so defined in and established pursuant
to the Tax Exemption Certificate.
• "Registrar" shall mean UMB Bank, N.A. of West Des Moines, Iowa, or
such successor as may be approved by Issuer as provided herein and who shall carry out
the duties prescribed herein with respect to maintaining a register of the owners of the
Bonds. Unless otherwise specified, the Registrar shall also act as Transfer Agent for the
Bonds.
"Resolution" shall mean this resolution authorizing the Bonds.
• "Tax Exemption Certificate" shall mean the Tax Exemption Certificate
approved under the terms of this Resolution and to be executed by the Treasurer and
delivered at the time of issuance and delivery of the Bonds.
• "Treasurer" shall mean the Director of Finance or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording and
payment of the Bonds issued hereunder.
Section 2. Levv and Certification of Annual Tax; Other Funds to be Used.
a) Levy of Annual Tax. That for the purpose of providing funds to pay the
principal and interest of the Bonds hereinafter authorized to be issued, there is hereby
levied for each future year the following direct annual tax on all of the taxable property in
the City of Waukee, State of Iowa, to -wit:
FISCAL YEAR (JULY I TO JUNE 30)
AMOUNT YEAR OF COLLECTION
$ 593.546.67*
2020/2021
$ 593,750.00
2021 /2022
$ 681,762.50
2022/2023
$ 762,732.50
2023/2024
$ 901,767.50
2024/2025
$ 972,577.50
2025/2026
$1,211,560.00
2026/2027
$1,215,060.00
2027/2028
$1,213,022.50
2028/2029
$1,215,555.00
2029/2030
$1,212,550.00
2030/2031
$1,214,115.00
2031 /2032
$1,215,142.50
2032/2033
$1,215,632.50
2033/2034
$1,215,585.00
2034/2035
*Payable from available cash on hand.
(NOTE: For example the levy to be made and certified against the taxable valuations of
January 1, 2019 will be collected during the fiscal year commencing July 1, 2020.)
b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution shall be filed with the Auditor of Dallas County, Iowa and the Auditor is
hereby instructed in and for each of the years as provided, to levy and assess the tax
hereby authorized in Section 2 of this Resolution, in like manner as other taxes are levied
and assessed, and such taxes so levied in and for each of the years aforesaid be collected
in like manner as other taxes of the City are collected, and when collected be used for the
purpose of paying principal and interest on said Bonds issued in anticipation of the tax,
and for no other purpose whatsoever.
c) Additional City Funds Available. Principal and interest coming due at any
time when the proceeds of said tax on hand shall be insufficient to pay the same shall be
promptly paid when due from current funds of the City available for that purpose and
reimbursement shall be made from such special fund in the amounts thus advanced.
Section 3. Bond Fund. Said tax shall be assessed and collected each year at the same
time and in the same manner as, and in addition to, all other taxes in and for the City, and when
collected they shall be converted into a special fund within the Debt Service Fund to be known
as the "2020 GENERAL OBLIGATION BOND FUND NO. 1" (the "Bond Fund"), which is
hereby pledged for and shall be used only for the payment of the principal of and interest on the
Bonds hereinafter authorized to be issued; and also there shall be apportioned to said fund its
proportion of taxes received by the City from property that is centrally assessed by the State of
Iowa.
Section 4. Application of Bond Proceeds. Proceeds of the Bonds, other than accrued
interest except as may be provided below, shall be credited to the Project Fund and expended
therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be
available for the payment of the principal of or interest on the Bonds at any time that other funds
shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund
at the earliest opportunity. Any balance on hand in the Project Fund and not immediately
required for its purposes may be invested not inconsistent with limitations provided by law or
this Resolution.
Section 5. Investment of Bond Fund Proceeds. All moneys held in the Bond Fund,
provided for by Section 3 of this Resolution shall be invested in investments permitted by
Chapter 12B, Code of Iowa, as amended, or deposited in financial institutions which are
members of the Federal Deposit Insurance Corporation and the deposits in which are insured
thereby and all such deposits exceeding the maximum amount insured from time to time by
FDIC or its equivalent successor in any one financial institution shall be continuously secured in
compliance with Chapter 12C of the Code of Iowa, as amended, or otherwise by a valid pledge
of direct obligations of the United States Government having an equivalent market value. All
such interim investments shall mature before the date on which the moneys are required for
payment of principal of or interest on the Bonds as herein provided.
Section 6. Bond Details, Execution and Redemption.
a) Bond Details. General Obligation Urban Renewal Bonds of the City in the
amount of $12,800,000, shall be issued pursuant to the provisions of Sections 384.25 and
403.12 of the Code of Iowa for the aforesaid purposes. The Bonds shall be designated
"GENERAL OBLIGATION URBAN RENEWAL BOND, SERIES 2020A", be dated
May 7, 2020, and bear interest at a rate of 2.15% per annum from said date, until
payment thereof, at the office of the Paying Agent, said interest payable on December 1,
2020, and semiannually thereafter on the 1st day of June and December in each year until
maturity as set forth on the Debt Service Schedule attached to the Bond as Exhibit A and
incorporated herein by this reference. As set forth on said Debt Service Schedule,
principal shall be payable on June 1, 2021 and annually thereafter on the 1 st day of June
in the amounts set forth therein until principal and interest are fully paid, except that the
final installment of the entire balance of principal and interest, if not sooner paid, shall
become due and payable on June 1, 2035.
A single Bond in the aggregate principal amount of $12,800,000 shall be executed
by the manual or facsimile signature of the Mayor and attested by the manual or facsimile
signature of the Clerk, and impressed or printed with the seal of the City and shall be
fully registered as to both principal and interest as provided in this Resolution; principal,
interest and premium, if any, shall be payable at the office of the Paying Agent by
mailing of a check to the Purchaser. The Bond shall be paid in accordance with the Debt
Service Schedule attached to the Bond reflecting principal retirement as follows:
Principal
Interest
Maturity
Amount
Rate
June 1"
$ 300,000
2.150%
2021
$ 325,000
2.150%
2022
$ 420,000
2.150%
2023
$ 510,000
2.150%
2024
$ 660,000
2.150%
2025
$ 745,000
2.150%
2026
$1,000,000
2.150%
2027
$1,025,000
2.150%
2028
$1,045,000
2.150%
2029
$1,070,000
2.150%
2030
$1,090,000
2.150%
2031
$1,115,000
2.150%
2032
$1,140,000
2.150%
2033
$1,165,000
2.150%
2034
$1,190,000
2.150%
2035
In the event the Issuer fails to timely pay an interest or principal installment when due,
such installment shall begin to accrue interest at the Default Rate, and if said failure
continues for 90 days, the entire outstanding principal of the Bond shall begin accruing
interest at the Default Rate until the default is cured.
b) Redemption.
i. Optional Redemption. Bonds may be called for early redemption by the
Issuer in whole, but not in part, on any date, from any funds regardless of source,
in any order of maturity. The terms of redemption shall be par, plus accrued
interest to date of call. However, optional redemptions by the Issuer hereunder
occurring on or before May 7, 2023 shall be subject to a prepayment premium of
102%.
The Issuer may prepay the Bond in part (without premium) on June 1 of
each year, up to a maximum annual amount of $640,000. This partial prepayment
right does not accumulate year to year.
Five days' written notice of redemption shall be given to the registered
owner of the Bond. Failure to give written notice to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All Bonds or portions thereof called for redemption
will cease to bear interest after the specified redemption date, provided the
registered owner thereof has received funds for such redemption. Written notice
will be deemed completed upon transmission to the owner of record.
c) Urban Renewal Purposes.
The Bonds are hereby declared to be issued for essential public and governmental
purposes for qualified urban renewal projects.
The Bonds shall recite in substance that they have been issued by the City in
connection with an urban renewal project as defined by Chapter 403 of the Code of Iowa,
and in any suit, action or proceeding involving the validity or enforceability of any bond
issued hereunder or the security therefor, such Bond shall be conclusively deemed to
have been issued for such purpose and such project shall be conclusively deemed to have
been planned, located and carried out in accordance with the provisions of Chapter 403 of
the Code of Iowa.
Section 7. Registration of Bonds; Appointment of Registrar; Transfer; Ownership;
Deliverv: and Cancellation.
a) Registration. The ownership of Bonds may be transferred only by the making
of an entry upon the books kept for the registration and transfer of ownership of the
Bonds, and in no other way. UMB Bank, N.A. is hereby appointed as Bond Registrar
under the terms of this Resolution and under the provisions of a separate agreement with
the Issuer filed herewith which is made a part hereof by this reference. Registrar shall
maintain the books of the Issuer for the registration of ownership of the Bonds for the
payment of principal of and interest on the Bonds as provided in this Resolution. All
Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and
Section 384.31 of the Code of Iowa, subject to the provisions for registration and transfer
contained in the Bonds and in this Resolution.
b) Transfer. The ownership of any Bond may be transferred only upon the
Registration Books kept for the registration and transfer of Bonds and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form attached to the Bonds or
otherwise as shall be satisfactory to the Registrar, along with the address and social
security number or federal employer identification number of such transferee (or, if
registration is to be made in the name of multiple individuals, of all such transferees). In
the event that the address of the registered owner of a Bond (other than a registered
owner which is the nominee of the broker or dealer in question) is that of a broker or
dealer, there must be disclosed on the Registration Books the information pertaining to
the registered owner required above. Upon the transfer of any such Bond, a new fully
registered Bond, of any denomination or denominations permitted by this Resolution in
aggregate principal amount equal to the unmatured and unredeemed principal amount of
such transferred fully registered Bond, and bearing interest at the same rate and maturing
on the same date or dates shall be delivered by the Registrar.
c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the
Registrar shall register, at the earliest practicable time, on the Registration Books, the
Bonds, in accordance with the provisions of this Resolution.
d) Ownership. As to any Bond, the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of
the principal of any such Bonds and the premium, if any, and interest thereon shall be
made only to or upon the order of the registered owner thereof or his legal representative.
All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Bond, including the interest thereon, to the extent of the sum or sums so paid.
e) Cancellation. All Bonds which have been redeemed shall not be reissued but
shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall
be destroyed and a certificate of the destruction thereof shall be furnished promptly to the
Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled
Bonds to the Issuer.
f) Non -Presentment of Bonds. In the event any payment by check, wire, or
electronic transfer of funds representing payment of principal of or interest on the Bonds
is returned to the Paying Agent or if any bond is not presented for payment of principal at
final maturity, if funds sufficient to pay such principal of or interest on Bonds shall have
been made available to the Paying Agent for the benefit of the owner thereof, all liability
of the Issuer to the owner thereof for such interest or payment of such Bonds shall
forthwith cease, terminate and be completely discharged, and thereupon it shall be the
duty of the Paying Agent to hold such funds, without liability for interest thereon, for the
benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such
funds for any claim of whatever nature on his part under this Resolution or on, or with
respect to, such interest or Bonds. The Paying Agent's obligation to hold such funds shall
continue for a period equal to two years and six months following the date on which such
interest or principal became due, whether at maturity, or at the date fixed for redemption
thereof, or otherwise, at which time the Paying Agent shall surrender any remaining
funds so held to the Issuer, whereupon any claim under this Resolution by the Owners of
such interest or Bonds of whatever nature shall be made upon the Issuer.
g) Registration and Transfer Fees. The Registrar may furnish to the Purchaser, at
the Issuer's expense, one bond for the aggregate amount, payable in accordance with the
Debt Service Schedule attached thereto.
Section 8. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any
outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the
request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so
mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to
Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond
destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and
Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and
upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such
other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as
the Issuer may incur in connection therewith.
Section 9. Record Date. Payments of principal and interest, otherwise than upon full
redemption, made in respect of any Bond, shall be made to the registered holder thereof or to
their designated agent as the same appear on the books of the Registrar on the 15th day of the
month preceding the payment date. All such payments shall fully discharge the obligations of
the Issuer in respect of such Bonds to the extent of the payments so made. Upon receipt of the
final payment of principal, the holder of the Bond shall surrender the Bond to the Paying Agent.
Section 10. Execution, Authentication and Delivery of the Bonds. Upon the adoption of
this Resolution, the Mayor and Clerk shall execute the Bonds by their manual or authorized
signature and deliver the Bonds to the Registrar, who shall authenticate the Bonds and deliver the
same to or upon order of the Purchaser. No Bond shall be valid or obligatory for any purpose or
shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and
execute on such Bond a Certificate of Authentication substantially in the form of the Certificate
herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall be
conclusive evidence that the Bond so authenticated has been duly issued under this Resolution
and that the holder thereof is entitled to the benefits of this Resolution.
No Bonds shall be authenticated and delivered by the Registrar unless and until there
shall have been provided the following:
A certified copy of the Resolution of Issuer authorizing the issuance of the Bonds;
2. A written order of Issuer signed by the Treasurer of the Issuer directing the
authentication and delivery of the Bonds to or upon the order of the Purchaser
upon payment of the purchase price as set forth therein;
The approving opinion of Ahlers & Cooney, P.C., Bond Counsel, concerning the
validity and legality of all the Bonds proposed to be issued.
Section 11. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right
to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to
each registered bondholder.
Section 12. Form of Bond. Bonds shall be printed substantially in the form as follows:
"STATE OF IOWA"
"COUNTY OF DALLAS"
"CITY OF WAUKEE"
"GENERAL OBLIGATION URBAN RENEWAL BOND"
"SERIES 2020A"
ESSENTIAL CORPORATE URBAN RENEWAL PURPOSE
Rate:
Maturity:
Bond Date: May 7, 2020
"Registered"
Certificate No.
Principal Amount: $
The City of Waukee, State of Iowa, a municipal corporation organized and existing under
and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received,
promises to pay from the source and as hereinafter provided, to
KEY GOVERNMENT FINANCE, INC.
TAX ID:
or registered assigns, the principal sum of TWELVE MILLION EIGHT HUNDRED
THOUSAND DOLLARS in lawful money of the United States of America, on the maturity
dates and in the principal amounts set forth on the Debt Service Schedule attached hereto and
incorporated herein by this reference, with interest on said sum from the date hereof until paid at
the rate of 2.15% per annum, at the office of UMB Bank, N.A., Paying Agent of this issue, or its
successor, payable on December 1, 2020, and semi-annually thereafter on the 1st day of June and
December in each year. As set forth on said Debt Service Schedule, principal shall be payable
on June 1, 2021 and annually thereafter on the first day of June in the amounts set forth therein
until principal and interest are fully paid, except that the final installment of the entire balance of
principal and interest, if not sooner paid, shall become due and payable on June 1, 2035.
Interest and principal shall be paid to the registered holder of the Bond as shown on the
records of ownership maintained by the Registrar as of the 15th day of the month preceding such
interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-
day months.
This Bond is issued pursuant to the provisions of Sections 384.25 and 403.12 of the Code
of Iowa, for the purpose of paying costs of aiding in the planning, undertaking and carrying out
of urban renewal projects under the authority of Iowa Code chapter 403 and the Urban Renewal
Plan for the Waukee Consolidated Urban Renewal Area, including the Tenth Street and Sunrise
Phase IIA Projects, in conformity to a Resolution of the Council of said City duly passed and
approved on April 20, 2020, the terms of which are incorporated herein by this reference.
Bonds may be called for early redemption by the Issuer in whole, but not in part, on any
date, from any funds regardless of source, in any order of maturity. The terms of redemption
shall be par, plus accrued interest to date of call. However, optional redemptions by the Issuer
hereunder occurring on or before May 7, 2023 shall be subject to a prepayment premium of
102%.
The Issuer may prepay the Bond in part (without premium) on June 1 of each year, up to
a maximum annual additional prepayment amount of $640,000 (5% of the original par amount).
This partial prepayment right does not accumulate year to year.
Five days' written notice of redemption shall be given to the registered owner of the
Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein
shall not affect the validity of any proceedings for the redemption of the Bonds. All bonds or
portions thereof called for redemption will cease to bear interest after the specified redemption
date, provided funds for their redemption are on deposit at the place of payment. Written notice
will be deemed completed upon transmission to the owner of record.
Ownership of this Bond may be transferred only by transfer upon the books kept for such
purpose by UMB Bank, N.A., the Registrar. Such transfer on the books shall occur only upon
presentation and surrender of this Bond at the office of the Registrar as designated below,
together with an assignment duly executed by the owner hereof or his duly authorized attorney in
the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the
Registrar and Paying Agent but shall, however, promptly give notice to registered Bondholders
of such change. All bonds shall be negotiable as provided in Article 8 of the Uniform
Commercial Code and Section 384.31 of the Code of Iowa, subject to the provisions for
registration and transfer contained in the Resolution.
This Bond and the series of which it forms has been issued by the City in connection with
an urban renewal project as defined in Chapter 403 of the Code of Iowa, and in any suit, action
or proceeding involving the validity or enforceability of any bond issued hereunder or the
security therefor, such Bond shall be conclusively deemed to have been issued for such purpose
and such project shall be conclusively deemed to have been planned, located and carried out in
accordance with the provisions of Chapter 403 of the Code of Iowa.
And it is hereby represented and certified that all acts, conditions and things requisite,
according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to
be performed precedent to the lawful issue of this Bond, have been existent, had, done and
performed as required by law; that provision has been made for the levy of a sufficient
continuing annual tax on all the taxable property within the territory of the Issuer for the payment
of the principal and interest of this Bond as the same will respectively become due; that such
taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest;
and the total indebtedness of the Issuer including this Bond, does not exceed the constitutional or
statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to be
signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be
authenticated by the manual signature of an authorized representative of the Registrar, UMB
Bank, N.A., West Des Moines, Iowa.
Date of authentication:
This is one of the Bonds described in the within mentioned
Resolution, as registered by UMB Bank, N.A.
UMB BANK, N.A., Registrar
Authorized Signature
Registrar and Transfer Agent: UMB Bank, N.A.
Paying Agent: UMB Bank, N.A.
SEE REVERSE FOR CERTAIN DEFINITIONS
(Seal)
(Signature Block)
CITY OF WAUKEE, STATE OF IOWA
By: (manual or facsimile signature)
Mayor
ATTEST:
By: (manual or facsimile si nature)
City Clerk
(Information Required for Registration)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. ) the
within Bond and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Bond on the books kept for registration of the within Bond,
with full power of substitution in the premises.
Dated:
(Person(s) executing this Assignment sign(s) here)
SIGNATURE)
GUARANTEED)
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon the face
of the certificate(s) or bond(s) in every particular without alteration or enlargement or any
change whatever. Signature guarantee must be provided in accordance with the
prevailing standards and procedures of the Registrar and Transfer Agent. Such standards
and procedures may require signature to be guaranteed by certain eligible guarantor
institutions that participate in a recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual*
Partnership
Corporation
Trust
*If the Bond is to be registered in the names of multiple individual owners, the names of all such
owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - .......... Custodian ..........
(Cult) (Minor)
Under Iowa Uniform Transfers to Minors Act ...................
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
[Attach Debt Service Schedule]
(End of form of Bond)
Section 13. Closing Documents. The Mayor and City Clerk are authorized and directed
to execute, attest, seal and deliver for and on behalf of the City any other additional certificates,
documents, or other papers and perform all other acts, including without limitation the execution
of all closing documents, as they may deem necessary or appropriate in order to implement and
carry out the intent and purposes of this Resolution.
Section 14. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
Section 15. Non -Arbitrage Covenants. The Issuer reasonably expects and covenants that
no use will be made of the proceeds from the issuance and sale of the Bonds issued hereunder
which will cause any of the Bonds to be classified as arbitrage bonds within the meaning of
Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that
throughout the term of the Bonds it will comply with the requirements of statutes and regulations
issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances that
would materially change the foregoing statements or the conclusion that it is not expected that
the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage
bonds.
Section 16. Approval of Tax Exemption Certificate. Attached hereto is a form of Tax
Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of
the Bonds. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to
comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax
Exemption Certificate are hereby incorporated by reference as part of this Resolution. The
Director of Finance is hereby directed to make and insert all calculations and determinations
necessary to complete the Tax Exemption Certificate at issuance of the Bonds to certify as to the
reasonable expectations and covenants of the Issuer at that date.
In the event the Internal Revenue Service issues a final determination that the Bond does
not qualify for tax exemption under section 103 of the Tax Code of 1986, as amended,
the interest rate on the Bonds shall increase to 2.72% per annum on the outstanding
principal amount of the Bond.
Section 17. Additional Covenants, Representations and Warranties of the Issuer. The
Issuer certifies and covenants with the Purchaser that the Issuer through its officers: (a) will
provide annual audited financials including operating statistics to Purchaser within 270 days of
the Issuer's fiscal year end; (b) will provide a copy of the Annual Operating Budget for the
upcoming financial year within 60 days of fiscal year end; (c) will provide such other financial
reports as Purchaser may reasonably request (provided, such are generally prepared in the normal
course of Issuer's affairs); (d) will make such further specific covenants, representations and
assurances as may be necessary or advisable; (b) comply with all representations, covenants and
assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall
constitute a part of the contract between the Issuer and the owners of the Bonds; (c) consult with
Bond Counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as
necessary, such sums of money representing required rebates of excess arbitrage profits relating
to the Bonds;(e) file such forms, statements and supporting documents as may be required and in
a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay
fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such
compliance.
Section 18. Amendment of Resolution to Maintain Tax Exemption. This Resolution may
be amended without the consent of any owner of the Bonds if, in the opinion of Bond Counsel,
such amendment is necessary to maintain tax exemption with respect to the Bonds under
applicable Federal law or regulations. Otherwise, this Resolution may only be amended with the
prior written consent of each owner of the Bonds.
Section 19. Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed.
Section 20. No Consent. No consent or waiver, express or implied, to or of any breach or
default in the performance of any obligation under this Resolution or the Bonds shall constitute a
consent or waiver to or of any other breach or default in the performance of the same or any
other obligation.
Section 21. Severability Clause. If any section, paragraph, clause or provision of this
Resolution be held invalid, such invalidity shall not affect any of the remaining provisions
hereof, and this Resolution shall become effective immediately upon its passage and approval.
PASSED AND APPROVED this 20th day of April, 2020.
ATTEST:
U�
City Clerk
RESULTS OF VOTE:
AYE
Anna Bergman
X
R. Charles Bottenberg
X
Chris Crone
X
Larry R. Lyon
X
Ben Sinclair
X
Mayor
NAY ABSENT ABSTAIN