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HomeMy WebLinkAbout2004-02-17-Resolutions 04-38_Bonds - GO Refunding Taxable Series 2004B - IssuanceRESOLUTION NO.04-38 Resolution authorizing and approving a Loan Agreement,providing for the issuance of $465,000 General Obligation Refunding Bonds,Taxable Series 2004B,and for the levy of taxes to pay the same and providing for the redemption of the City's General Obligation Corporate Purpose Notes (Taxable),dated April 1,1995 WHEREAS,pursuant to a resolution adopted on March 20,1995 (the "1995 Note Resolution"),the City of Waukee,Iowa (the "City"),issued its General Obligation Corporate Purpose Notes,dated Aprill,1995,and in and by the 1995 Note Resolution,the right is reserved to the City to call and redeem the $445,000 1995 Notes scheduled to mature on and after June 1, 2005 (the "Optional 1995 Notes")on June 1,2004 (the "Redemption Date"),upon terms of par and accrued interest;and WHEREAS,pursuant to the provisions of Section 384.24A of the Code of Iowa,notice duly published and hearing held thereon,the City has heretofore determined to contract indebtedness and enter into a loan agreement (the "Loan Agreement")in the principal amount of $465,000 for the purpose of refun ding the Optional 1995 Notes;and WHEREAS,pursuant to advertisement of sale,bids for the purchase of $465,000 General Obligation Refunding Bonds,Taxable Series 2004B (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 City awarded the Bonds to Bankers'Bank,Madison,Wisconsin (the "Bank");and WHEREAS,it is advisable and necessary at this time to approve the Loan Agreement, make provision for the issuance of the Bonds and provide for the redemption of the Optional 1995 Notes as hereinafter provided; 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 Bank,as lender (hereinafter referred to as 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 $465,000,at a discount of $1,860,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 Bonds are hereby authorized to be issued to the Lender in evidence of the obligation of the City under the Loan Agreement,in the total aggregate principal amount of $465,000,to be dated March 1,2004,in the denomination of $5,000 each,or any integral multiple thereof,maturing on June 1 in each of the years,in the respective principal amounts and bearing interest at the respective rates,as follows: Principal Interest Rate Principal Interest Rate )Year Amount Per Annum Year Amount Per Annum 2005 $65,000 1.80%2008 $80,000 3.50% 2006 $75,000 2.50%2009 $85,000 4.00% 2007 $75,000 3.00%2010 $85,000 4.25% Bankers Trust Company,N.A.,Des Moines,Iowa,is hereby designated as the Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the "Registrar"or the "Paying Agent".The City shall enter into a registrar and paying agent agreement (the "Registrar and Paying Agent Agreement")with the 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 Registrar and Paying Agent Agreement on behalf of the City;and the Registrar and Paying Agent Agreement is hereby approved. All of the interest on the Bonds shall be payable semiannually on the first day of June and December in each year,commencing June 1,2004.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 J 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. The Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the 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 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 Registrar,together with either a written instrument of transfer satisfactory to the 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 3.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.III 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. 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 moe 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 4.The Bonds shall be in substantially the following form: j (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DALLAS CITY OF WAUKEE GENERAL OBLIGATION REFUNDING BOND, TAXABLE SERIES 2004B No.$--- RATE MATURITY DATE BOND DATE CUSIP March 1,2004 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 "Registrar"or the "Paying Agent"),with interest on said sum,1111tilpaid,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 Jnne 1,2004. Interest on this Bond is payable to the registered owner appearing on the registration books ofthe 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 Registrar. This Bond is one of a series of General Obligation Refunding Bonds,Taxable Series 2004B (the "Bonds"),issued by the City in the aggregate principal amount of $465,000 to evidence its obligation under a certain loan agreement,dated as of March 1,2004 (the "Loan Agreement"),entered into by the City for the purpose of refunding $445,000 of the City's General Obligation Corporate Purpose Bonds (Taxable),dated April 1,1995. The Bonds are issued pursuant to and in strict compliance with the provisions of Chapter 384 and Chapter 76 of the Code of Iowa,2003,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. TIlls 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 of the Registrar,after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Registrar,together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attomey for such registered owner. The City,the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose ofreceiving payment of or on account of principal hereof,premium,if any,and interest due hereon and for all other purposes,and the City,the 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 ] 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 that 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 tills 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 March I,2004. CITY OF W Aill<:EE,rowA By(DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk (Facsimile Seal)I Registration Date:(Registration Date) 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 Registrar By (AuthOlized 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 -----~-~----c-----(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. I Section 5.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 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. Section 6.The Optional 1995 Notes are hereby called for redemption as of the Redemption Date,and the Registrar,as the registrar and paying agent for the 1995 Notes,is instructed to take all actions necessary to redeem the Optional 1995 Notes as of the Redemption Date,including mailing notice of such redemption to all registered owners of the Optional 1995 Notes as shown by the City's registration records maintained by the Registrar,at least 30 but not more than 45 days prior to the Redemption Date,by certified mail,retum receipt requested. Section 7.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 arrnual tax for collection in each ofthe following fiscal years,to-wit: For collection in the fiscal year beginning July I,2004, sufficient to produce the net annual sum of $83,885; For collection in the fiscal year beginning July 1,2005, sufficient to produce the net annual sum of$88,938; For collection in the fiscal year beginning July 1,2006, sufficient to produce the net annual sum of$87,063; For collection in the fiscal year beginning July 1,2007, sufficient to produce the net annual sum of$89,813; For collection in the fiscal year beginning July I,2008, sufficient to produce the net annual Sllll1 of $92,013; For collection in the fiscal year beginning July I,2009, sufficient to produce the net annual sum of $88,613. Section 8.That portion of Section 5 of the 1995 Note Resolution which provides for the levy of taxes for collection in fiscal years beginning on and after July I,2005,is hereby repealed. Section 9.A certified copy of this resolution shall be filed with the County Auditor of Dallas County,and said Auditor is hereby instructed to enter for collection and assess the tax hereby authorized.When annually entering such taxes for collection,the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and when collected,the proceeds of the taxes shall be converted into the Debt Service Fund of the City and set aside therein as a special account to be used solely and only for the payment of the principal of and interest on the Bonds hereby authorized and for no other purpose whatsoever.Any amount received by the City as accrued interest on the Bonds shall be deposited into such special I account and used to pay interest due on the Bonds on the first interest payment date. Section 10.The interest or principal and both of them falling due in any year or years shall,if necessary,be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected,reimbursement shall be made to such current funds in the stun thus advanced. The City hereby pledges the faith,credit,revenues and resources and all of the real and personal property of the City for the full and prompt payment of the principal of and interest on the Bonds. Section 11.Continuing Disclosure.The Securities and Exchange Commission (the "SEC")has promulgated certain amendments to Rule 15c2-l2 under the Securities Exchange Act of 1934 (17 C.F.R.§240.l5c2-12)(the "Rule")that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of$I,OOO,OOOor more unless,before submitting a bid 01'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 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 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 12.All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved February 17,2004. Attest: 1 ROLL CALL VOTE Nicholas C.Gruber Donald L.Bailey,JI. Bill Peard Jeff Mertz Darlene Stanton AYE X X X X NAY ABSENT X