HomeMy WebLinkAbout2002-04-01-Resolutions 02-58_Bonds - GO Refunding Series 2002 - IssuanceRESOLUTION NO.02-58
Authorizing and approving a Loan Agreement and providing for the sale and
issuance of General Obligation Refunding Bonds,Series 2002,and providing for
the levy of taxes to pay the same
WHEREAS,the City of Waukee,Iowa (the "City"),pursuant to the provisions of
Section 384.24A of the Code of Iowa and as part of a general restructuring of the City's
outstanding debt,has heretofore proposed to contract indebtedness and enter into a loan
agreement (the "Loan Agreement")for the purpose ofrefunding the City's outstanding General
Obligation Corporate Purpose Notes,dated December 1,1994 (the "Series 1994 Notes"),which
are scheduled to mature on and after June 1,2003 (the "Optional Series 1994 Notes"),and the
outstanding principal of the City's Subordinate Sewer Revenue Note,dated November 3,2000
(the "Series 2000 Note),which is scheduled to mature on and after June 1,2003 (the "Optional
Portion of the Series 2000 Note")(the Optional Series 1994 Notes and the Optional Portion of
the Series 2000 Note are sometimes hereinafter referred to collectively as the "Refunded
Obligations"),and in lieu of calling an election upon the question of entering into the Loan
Agreement for such purpose,has published notice of the proposed action and has held a hearing
thereon,and no petition being filed with the City Clerk of the City asking that the question of
entering into the Loan Agreement be submitted to the qualified electors of the City,the Council
may now authorize the Loan Agreement;and
WHEREAS,pursuant to advertisement of sale,bids for the purchase of General
Obligation Refunding Bonds,Series 2002 (the "Bonds"),to be issued in evidence of the City's
obligation under the Loan Agreement were received and canvassed on behalf of the City and the
substance of such bids noted in the minutes;and
WHEREAS,upon final consideration by the Council of all of the bids received for the
purchase of the Bonds,the bid of Bankers'Bank,Madison,Wisconsin,is the best,such bid
proposing the lowest interest cost to the City;
NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee,Iowa,
as follows:
Section 1.The City shall enter into the Loan Agreement with the aforesaid bidder,as
lender (the "Lender"),in substantially the form as has been placed on file with the Council,
providing for a loan to the City in the principal amount of $480,000 at a discount of $1,440 for
the purpose or purposes set forth in the preamble hereof.
The Mayor and City Clerk are hereby authorized and directed to Sign the Loan
Agreement on behalf of the City,and the Loan Agreement is hereby approved.
Section 2.The bid of the Lender referred to in the preamble is hereby accepted,and
the Bonds,dated May 1,2002,maturing on June 1 in each of the years,in the principal amounts,
in the denomination of $5,000 each or any integral multiple thereof,and bearing interest at the
respective rates as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2003 $90,000 2.50%2007 $40,000 4.00%
2004 $95,000 3.10%2008 $40,000 4.20%
2005 $95,000 3.50%2009 $45,000 4.40%
2006 $35,000 3.80%2010 $40,000 4.50%
are hereby awarded to the Lender at the price specified in such bid,together with accrued
interest,and the Bonds are hereby authorized to be issued.
Section 3.The form of agreement of sale (the "Sale Agreement")of the Bonds to the
Lender is hereby approved,and the Mayor and City Clerk are hereby authorized to execute the
Sale Agreement for and on behalf ofthe City.
Bankers Trust Company,N.A.,Des Moines,Iowa,is hereby designated as the Bond
Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the "Bond
Registrar"or the "Paying Agent".The City shall enter into an agreement (the "Registrar/Paying
Agent Agreement")with the Bond Registrar,in substantially the form as has been placed on file
with the Council;the Mayor and City Clerk are hereby authorized and directed to sign the
RegistrarlPaying Agent Agreement on behalf of the City;and the RegistrarlPaying Agent
Agreement is hereby approved.
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All of the interest on the Bonds shall be payable semiaunually on the first day of June and
December in each year,commencing December 1,2002.Interest shall be calculated on the basis
of a 360-day year comprised of twelve 30-day months.Payment of interest on the Bonds shall
be made to the registered owners appearing on the registration books of the City at the close of
business on the fifteenth day of the month next preceding the interest payment date and shall be
paid by check or draft mailed to the registered owners at the addresses shown on such
registration books.Principal of the Bonds shall be payable in lawful money of the United States
of America to the registered owners or their legal representatives upon presentation and
surrender of the Bond or Bonds at the office of the Paying Agent.
The Bonds shall be executed on behalf of the City with the official manual or facsimile
signature of the Mayor and attested with the official manual or facsimile signature of the City
Clerk and shall have the City's seal impressed or printed thereon,and shall be fully registered
Bonds without interest coupons.In case any officer whose signature or the facsimile of whose
signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds,
such signature or such facsimile signature shall nevertheless be valid and sufficient for all
purposes,the same as if such officer had remained in office until delivery.I
The Bonds shall not be valid or become obligatory for any purpose until the Certificate of
Authentication thereon shall have been signed by the Bond Registrar.
The Bonds shall be fully registered as to principal and interest in the names of the owners
on the registration books of the City kept by the Bond Registrar,and after such registration,
payment of the principal thereof and interest thereon shall be made only to the registered owners
or their legal representatives or assigns.Each Bond shall be transferable only upon the
registration books of the City upon presentation to the Bond Registrar,together with either a
written instrument of transfer satisfactory to the Bond Registrar or the assignment form thereon
completed and duly executed by the registered owner or the duly authorized attorney for such
registered owner.
The record and identity of the owners of the Bonds shall be kept confidential as provided
by Section 22.7 of the Code ofIowa.
Section 5.Notwithstanding anything above to the contrary,the Bonds shall be issued
initially as Depository Bonds,with one fully registered Bond for each maturity date,in principal
amounts equal to the amount of principal maturing on each such date,and registered in the name
of Cede &Co.,as nominee for The Depository Trust Company,New York,New York ("DTC").
On original issue,the Bonds shall be deposited with DTC for the purpose of maintaining a book-
entry system for recording the ownership interests of its participants and the transfer of those
interests among its participants (the "Participants").In the event that DTC determines not to
continue to act as securities depository for the Bonds or the City determines not to continue the
book-entry system for recording ownership interests in the Bonds with DTC,the City will
discontinue the book-entry system with DTC.If the City does not select another qualified
securities depository to replace DTC (or a successor depository)in order to continue a book-
entry system,the City will register and deliver replacement Bonds in the form of fully registered
certificates,in authorized denominations of$5,000 or integral multiples of $5,000,in accordance
with instructions from Cede &Co.,as nominee for DTC.In the event that the City identifies a
qualified securities depository to replace DTC,the City will register and deliver replacement
Bonds,fully registered in the name of such depository,or its nominee,in the denominations as
set forth above,as reduced from time to time prior to maturity in connection with redemptions or
retirements by call or payment,and in such event,such depository will then maintain the book-
entry system for recording ownership interests in the Bonds.
Ownership interest in the Bonds may be purchased by or through Participants.Such
Participants and the persons for whom they acquire interests in the Bonds as nominees will not
receive certificated Bonds,but each such Participant will receive a credit balance in the records
of DTC in the amount of such Participant's interest in the Bonds,which will be confirmed in
accordance with DTC's standard procedures.Each such person for which a Participant has an
interest in the Bonds,as nominee,may desire to make arrangements with such Participant to
have all notices of redemption or other communications of the City to DTC,which may affect
such person,forwarded in writing by such Participant and to have notification made of all
interest payments.
The City will have no responsibility or obligation to such Participants or the persons for
whom they act as nominees with respect to payment to or providing of notice for such
Participants or the persons for whom they act as nominees.1
As used herein,the term "Beneficial Owner"shall hereinafter be deemed to include the
person for whom the Participant acquires an interest in the Bonds.
DTC will receive payments from the City,to be remitted by DTC to the Participants for
subsequent disbursement to the Beneficial Owners.The ownership interest of each Beneficial
Owner in the Bonds will be recorded on the records of the Participants whose ownership interest
will be recorded on a computerized book-entry system kept by DTC.
When reference is made to any action which is required or permitted to be taken by the
Beneficial Owners,such reference shall only relate to those permitted to act (by statute,
regulation or otherwise)on behalf of such Beneficial Owners for such purposes.When notices
are given,they shall be sent by the City to DTC,and DTC shall forward (or cause to be
forwarded)the notices to the Participants so that the Participants can forward the same to the
Beneficial Owners.
Beneficial Owners will receive written confirmations of their purchases from the
Participants acting on behalf of the Beneficial Owners detailing the terms of the Bonds acquired.
Transfers of ownership interests in the Bonds will be accomplished by book entries made by
DTC and the Participants who act on behalf of the Beneficial Owners.Beneficial Owners will
not receive certificates representing their ownership interest in the Bonds,except as specifically
provided herein.Interest and principal will be paid when due by the City to DTC,then paid by
DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners.
Section 6.The Bonds shall be in substantially the following form:
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF DALLAS
CITY OF WAUKEE
GENERAL OBLIGATION REFUNDING BOND,
SERIES 2002
No.$---
RATE MATURITY DATE BOND DATE CUSIP
May 1,2002
The City of Waukee (the "City"),in the County of Dallas,State of Iowa,for value
received,promises to pay on the maturity date of this Bond to
or registered assigns,the principal sum of
DOLLARS
in lawful money of the United States of America upon presentation and surrender of this Bond at
the office of Bankers Trust Company,N.A.,Des Moines,Iowa (hereinafter referred to as the
"Bond Registrar"or the "Paying Agent"),with interest on said sum,until paid,at the rate per
annum specified above from the date of this Bond,or from the most recent interest payment date
on which interest has been paid,on June 1 and December 1 of each year,commencing December
1,2002.Interest on this Bond is payable to the registered owner appearing on the registration
books of the City at the close of business on the fifteenth day of the month next preceding the
interest payment date,and shall be paid by check or draft mailed to the registered owner at the
address shown on such registration books.Interest shall be calculated on the basis of a 360-day
year comprised of twelve 30-day months.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Bond Registrar.
This Bond is one of a series of Bonds (the "Bonds")issued by the City to evidence its
obligation under a certain loan agreement,dated as of May 1,2002 (the "Loan Agreement"),
entered into by the City for the purpose of refunding the City's outstanding General Obligation
Corporate Purpose Notes,dated December 1,1994,and Subordinate Sewer Revenue Note,dated
November 3,2000.
The Bonds are issued pursuant to and in strict compliance with the prOVISIOns of
Chapter 384 and Chapter 76 of the Code of Iowa,2001,and all other laws amendatory thereof
and supplemental thereto,and in conformity with a resolution of the City Council authorizing
and approving the Loan Agreement and providing for the issuance and securing the payment of
the Bonds (the ''Resolution''),and reference is hereby made to the Resolution and the Loan
Agreement for a more complete statement as to the source of payment of the Bonds and the
rights ofthe owners of the Bonds.
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This Bond is fully negotiable but shall be fully registered as to both principal and interest
in the name of the owner on the books of the City in the office ofthe Bond Registrar,after which
no transfer shall be valid unless made on said books and then only upon presentation of this
Bond to the Bond Registrar,together with either a written instrument of transfer satisfactory to
the Bond Registrar or the assignment fonn hereon completed and duly executed by the registered
owner or the duly authorized attorney for such registered owner.
The City,the Bond Registrar and the Paying Agent may deem and treat the registered
owner hereof as the absolute owner for the purpose of receiving payment of or on account of
principal hereof,premium,if any,and interest due hereon and for all other purposes,and the
City,the Bond Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified and Recited that all acts,conditions and things required by the
laws and Constitution of the State of Iowa,to exist,to be had,to be done or to be performed
precedent to and in the issue of this Bond were and have been properly existent,had,done and
performed in regular and due form and time;that provision has been made for the levy of a
sufficient continuing annual tax on all the taxable property within the City for the payment of the 1
principal of and interest on this Bond as the same will respectively become due;that the faith,
credit,revenues and resources and all the real and personal property of the City are irrevocably
pledged for the prompt payment hereof,both principal and interest;and tbat the total
indebtedness of the City,including this Bond,does not exceed any constitutional or statutory
limitations.
IN TESTIMONY WHEREOF,the City of Waukee,Iowa,by its City Council,has caused
this Bond to be sealed with the facsimile of its official seal,to be executed with the duly
authorized facsimile signature of its Mayor and attested with the duly authorized facsimile
signature of its City Clerk,all as of May I,2002.
CITY OF WAUKEE,IOWA
By (DO NOT SIGN)
Mayor
Attest:
(DO NOT SIGN)
City Clerk I(Facsimile Seal)
Registration Date:(Registration Date)
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Resolution.
BANKERS TRUST COMPANY,N.A.
Des Moines,Iowa
Bond Registrar
By (Signature)
Authorized Officer
ABBREVIATIONS
The following abbreviations,when used in this Bond,shall be construed as though they
were written out in full according to applicable laws or regulations:
TEN COM
TENENT
JTTEN
as tenants in common
as tenants by the entireties
as joint tenants with right of
survivorship and not as
tenants in common
UTMA -------:-:::-----,-,----,------(Custodian)
As Custodian for -------:::-c::----;-----(Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration,receipt of which is hereby acknowledged,the undersigned
assigns this Bond to
(please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint ,Attorney,to transfer
this Bond on the books kept for registration thereof with full power of substitution.
Dated:
Signature guaranteed:
(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 signatures to be
guaranteed by certain eligible guarantor institutions that participate in
a recognized signature guarantee program.)
NOTICE:The signature to this Assignment must correspond with
the name of the registered owner as it appears on this Bond in
every particular,without alteration or enlargement or any change
whatever.
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Section 7.The Bonds shall be executed as herein provided as soon after the adoption
of this resolution as may be possible,and thereupon they shall be delivered to the Bond Registrar
for registration,authentication and delivery to the Lender,upon receipt of the loan proceeds,and
all action heretofore taken in connection with the Loan Agreement is hereby ratified and
confirmed in all respects.
The Refunded Obligations are hereby called for redemption as of June 1,2002 (the
"Redemption Date").
The City Clerk,as the registrar and paying agent for the Series 2000 Note,is hereby
instructed to take all actions necessary to redeem the Optional Portion of the Series 2000 Note as
of the Redemption Date,including notification to the owners of the Series 2000 Note as shown
by the City's registration records maintained by the City Clerk of such prior call for redemption.
The Bond Registrar,also being the registrar and paying agent for the Series 1994 Notes,
is hereby instructed to take all actions necessary to redeem the Series 1994 Notes as of the
Redemption Date,including mailing notice of such redemption to all registered owners of the
Series 1994 Notes as shown by the City's registration records maintained by the Bond Registrar,
at least 30 but not more than 45 days prior to the Redemption Date,by certified mail,return
receipt requested.
Section 8.For the purpose of providing for the levy and collection of a direct annual.
tax sufficient to pay the principal of and interest on the Bonds as the same become due,there is
hereby ordered levied on all the taxable property in the City in each of the years while the Bonds
are outstanding,a tax sufficient for that purpose,and in furtherance of this provision,but not in
limitation thereof,there is hereby levied on all the taxable property in the City the following
direct annual tax for collection in each of the following fiscal years,to-wit:
For collection in the fiscal year beginning July 1,2003,
sufficient to produce the net annual sum of$109,660;
For collection in the fiscal year beginning July 1,2004,
sufficient to produce the net annual sum of $1 06,715;
For collection in the fiscal year beginning July 1,2005,
sufficient to produce the net annual sum of $43,390;
For collection in the fiscal year beginning July 1,2006,
sufficient to produce the net annual sum of $47,060;
For collection in the fiscal year beginning July 1,2007,
sufficient to produce the net annual sum of $45,460;
For collection in the fiscal year beginning July 1,2008,
sufficient to produce the net annual sum of $48,780;
For collection in the fiscal year beginning July 1,2009,
sufficient to produce the net annual sum of $41,800.
The taxes previously levied pursuant to Section 5 of the Series 1994 Note Resolution for 1
collection in the fiscal year beginning July 1,2002,in the amount of $60,460,shall be applied to I
the payment of the principal of and interest on the Bonds to and including June 1,2003.That
portion of Section 5 of the Series 1994 Note Resolution which provides for the levy of taxes for 1
collection in each ofthe fiscal years beginning on and after July 1,2003,is hereby repealed.
Section 9.A certified copy of this resolution shall be filed with the County Auditor
of Dallas County,and said Auditor is hereby instructed to enter for collection and assess the tax
hereby authorized.When annually entering such taxes for collection,the County Auditor shall
include the same as a part of the tax levy for Debt Service Fund purposes of the City and when
collected,the proceeds of the taxes shall be converted into the Debt Service Fund of the City and
set aside therein as a special account to be used solely and only for the payment of the principal
of and interest on the Bonds hereby authorized and for no other purpose whatsoever.Any
amount received by the City as accrued interest on the Bonds shall be deposited into such special
account and used to pay interest due on the Bonds on the first interest payment date.
Section 10.The interest or principal and both of them falling due in any year or years
shall,if necessary,be paid promptly from current funds on hand in advance of taxes levied and
when the taxes shall have been collected,reimbursement shall be made to such current funds in
the sum thus advanced.
The City hereby pledges the faith,credit,revenues and resources and all of the real and
personal property of the City for the full and prompt payment of the principal of and interest on j
the Bonds.
Section 11.It is the intention of the City that interest on the Bonds be and remain
excluded from gross income for federal income tax purposes pursuant to the appropriate
provisions of the Internal Revenue Code of 1986,as amended,and the Treasury Regulations in
effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue
Code").In furtherance thereof,the City covenants to comply with the provisions of the Internal
Revenue Code as they may from time to time be in effect or amended and further covenants to
comply with the applicable future laws,regulations,published rulings and court decisions as may
be necessary to insure that the interest on the Bonds will remain excluded from gross income for
federal income tax purposes.Any and all of the officers of the City are hereby authorized and
directed to take any and all actions as may be necessary to comply with the covenants herein
contained.
The City hereby designates the Bonds as "Qualified Tax Exempt Obligations"as that
term is used in Section 265(b)(3)(B)of the Internal Revenue Code.
Section 12.Continuing Disclosure.The Securities and Exchange Commission (the
"SEC")has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act
of 1934 (17 C.F.R.§240.15c2-12)(the "Rule")that make it unlawful for an underwriter to
participate in the primary offering of municipal securities in a principal amount of$I,OOO,OOOor
more unless,before submitting a bid or entering into a purchase contract for the bonds,it has
reasonably determined that the issuer or an obligated person has undertaken in writing for the
benefit of the bondholders to provide certain disclosure information to prescribed information I
repositories on a continuing basis or unless and to the extent the offering is exempt from the
requirements of the Rule.
The principal amount of the Bonds is less than $1,000,000.The City hereby represents
that it has not issued within the six months before the date of issuance of the Bonds,and that it
reasonably expects that it will not issue within six months after the date of issuance of the Bonds,
other securities of the City of substantially the same security and providing fmancing for the
same general purpose or purposes as the Bonds.Consequently,this Council hereby finds that the
Rule is inapplicable to the Bonds,because the aggregate principal amount of the Bonds and any
other securities required to be integrated with the Bonds under the Rule is less than $1,000,000.
Section 13.Continuing Disclosure.The Securities and Exchange Commission (the
"SEC")has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act
ofl934 (17 C.F.R.§240.15c2-12)(the "Rule")that make it unlawful for an underwriter to
participate in the primary offering of municipal securities in a principal amount of$I,OOO,OOOor
more unless,before submitting a bid or entering into a purchase contract for the bonds,it has
reasonably determined that the issuer or an obligated person has undertaken in writing for the
benefit ofthe bondholders to provide certain disclosure information to prescribed information
repositories on a continuing basis or unless and to the extent the offering is exempt from the
requirements of the Rule.
The principal amount of the Bonds is less than $1,000,000.The City hereby represents
that it has not issued within the six months before the date of issuance of the Bonds,and that it
reasonably expects that it will not issue within six months after the date of issuance ofthe Bonds,
other securities of the City of substantially the same security and providing financing for the
same general purpose or purposes as the Bonds.Consequently,this Council hereby finds that the
Rule is inapplicable to the Bonds,because the aggregate principal amount of the Bonds and any
other securities required to be integrated with the Bonds under the Rule is less than $1,000,000.
Section 14.All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Passed and approved April I,2002.
,/;J/IJJ-'R~£L_<_
M~eslie,~
Attest:I r 0,(O?.jee,Y._
Mark I.Arentsen,q&It\dministrator/Clerk
ROLL CALL VOTE
Nicholas C.Gruber
Donald L.Bailey,II.
Bill Peard
AYE
X
X
X
NAY ABSENT
Mike Watts
Wayne Johnson
x
X I
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