HomeMy WebLinkAbout2004-10-18-Resolutions 04-244_Bonds - GO Corp Purpose Series 2004C - IssuanceRESOLUTION NO.04-244
)Resolution approving a Loan Agreement and providing for the sale and
issuance of $1,750,000 General Obligation Corporate Purpose Bonds,
Series 2004C,and providing for the levy of taxes to pay the same
WHEREAS,pursuant to the provisions of Section 384.24A of the Code of Iowa,
notice duly published and hearing held thereon,the City of Waukee,in the County of
Dallas,State of Iowa (the "City"),heretofore authorized a loan agreement in a principal
amount not to exceed $2,195,000 (the "Authorized Amount")for the pmpose of paying
costs of constructing certain street,sidewalk and sanitary sewer improvements (the
"Street,Sidewallc and Sanitary Sewer Improvement Project"),and the City thereafter
used $960,000 of the Authorized Amount by issuing its $1,240,000 General Obligation
Corporate Purpose Bonds,Series 2003,dated July 1,2003,to pay the cost,to that extent,
of the Street,Sidewallc and Sanitary Sewer Improvement Project,and,pursuant to a
separate authorized loan agreement,for the purpose of paying the cost,to the extent of
$280,000,of the acquisition ofland for the City's recreation field complex;and
WHEREAS,it is deemed necessary and advisable at this time to use an additional
$1,235,000 of the Authorized Issue to pay costs of the Street,Sidewalk and Sanitary
Sewer Improvement Project;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 in the principal amount of
$515,000 to provide funds to pay the cost,to that extent,of constructing sanitary sewer
improvements (the "Sanitary Sewer Improvements Project");and
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WHEREAS,pursuant to Section 384.28 of the Code of Iowa,the City may
combine any number OT combination of purposes in a single financing under a single loan
agreement;and
WHEREAS,pursuant to advertisement of sale,bids for the purchase of the City's
$1,750,000 General Obligation Corporate Purpose Bonds,Series 2004C (the "Bonds"),
were received and canvassed on behalf of the City and the substance of such bids noted in
the minutes;and
WHEREAS,upon final consideration of all bids received for the purchase of the
Bonds,the bid of Bankers'Bank of Madison,Wisconsin and Waukee State Bank,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 bid of the aforesaid bidder is hereby accepted,and the City
shall enter into a single loan agreement (the "Loan Agreement")with the aforesaid
bidder,as lender (the "Lender"),in substantially the form as will be placed on file with I
the Council,providing for a loan to the City in the principal amount of $1,750,000,for
the purpose of paying costs of both of the projects referred to in the preamble hereof
(together,the "Projects").
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,dated November 15,2004,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
2006 $50,000 2.10%2012 $170,000 3.4%
2007 $150,000 2.20%2013 $180,000 3.5%
2008 $155,000 2.50 %2014 $180,000 3.65 %
2009 $155,000 2.80%2015 $125,000 3.75 %
2010 $155,000 3.10%2016 $130,000 3.90%
2011 $165,000 3.20%2017 $135,000 4.00%
are hereby awarded and authorized to be issued to the Lender at the price specified in
such bid,together with accrued interest..
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 of the City.
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 an agreement (the
"Registrar/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/Paying Agent Agreement on behalf of the City;and the
Registrar/Paying Agent Agreement is hereby approved.
The City reserves the light to prepay part or all of the Bonds maturing in each of
the years 2012 to 2017,inclusive,prior to and in any order of maturity on June 1,2011,
or on any date thereafter upon terms of par and accrued interest.If less than all of the
Bonds of any like maturity are to be redeemed,the particular part of those Bonds to be
redeemed shall be selected by the Registrar by lot.The Bonds may be called in part in
one or more units of $5,000.If less than the entire principal amount of any Bond in a
denomination of more than $5,000 is to be redeemed,the Registrar will issue and deliver
to the registered owner thereof,upon surrender of such original Bond,a new Bond or
Bonds,in any authorized denomination,in a total aggregate principal amount equal to the
unredeemed balance of the original Bond.Notice of such redemption as aforesaid
identifying the Bond or Bonds (or portion thereof)to be redeemed shall be mailed by
certified mail to the registered owners thereof at the addresses shown on the City's
registration books not less than 30 nor more than 60 days prior to such redemption date.
All of such Bonds as to which the City reserves and exercises the light of redemption and
as to which notice as aforesaid shall have been given and for the redemption of which
funds are duly provided,shall cease to bear interest on the redemption date.
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All of the interest on the Bonds shall be payable semiannually on the first day of
June and December in each year,commencing June I,2005.Interest shall be calculated
on the basis of a 360-day year comprised of twelve 3D-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
ofthe Paying Agent.
The Bonds shall be executed on behalf of the City with the official manual OT
facsimile signature of the Mayor and attested with the official manual OT 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 OTsuch 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 fOT 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 01'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 assigmnent 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 4.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 fOTthe purpose of maintaining a book-entry system for recording the
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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.
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
acqnired.Transfers of ownership interests in the Bonds will be accomplished by book
entries made by DTC alld 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 5.The Bonds shall be in substantially the following form:
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��~~-----~-~--~~-~------~-~--~---~-------~~--~----~------~-~-------~
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF DALLAS
CITY OF WAUKEE
GENERAL OBLIGATION CORPORATE PURPOSE BOND,
SERIES 2004C
No~$---
RATE MATURITY DATE BOND DATE CUSIP
November 15,2004
The City of Waukee (the "City"),in the County of Dallas,State ofIowa,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 Baukers Trust Company,N.A.,Des Moines,Iowa (hereinafter
referred to as the "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 June 1,2005,except as the provisions hereinafter set forth
with respect to redemption prior to maturity may be or become applicable hereto.
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 Registrar.
This Bond is one of a series of General Obligation Corporate Purpose Bonds,
Series 2004C (the "Bonds"),issued in the aggregate principal amount of $1,750,000 by
the City to evidence its obligation under a certain loan agreement,dated as of November
15,2004 (the "Loan Agreement"),entered into by the City for the purpose of providing
funds to pay costs of constructing certain street,sidewalk and sanitary sewer
improvements.
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
seeming 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.
The City reserves the light to prepay part or all of the Bonds maturing in each of
the years 2012 to 2017,inclusive,prior to and in any order of maturity on June 1,2011,
or on any date thereafter upon terms of par and accrued interest.If less than all of the
Bonds of any like maturity are to be redeemed,the particular part of those Bonds to be
redeemed shall be selected by the Registrar by lot.The Bonds may be called in part in
one or more units of $5,000.If less than the entire principal amount of any Bond in a
denomination of more than $5,000 is to be redeemed,the Registrar will issue and deliver
to the registered owner thereof,upon surrender of such original Bond,a new Bond or
Bonds,in any authorized denomination,in a total aggregate principal amount equal to the
unredeemed balance of the original Bond.Notice of such redemption as aforesaid
identifying the Bond or Bonds (or portion thereof)to be redeemed shall be mailed by
certified mail to the registered owners thereof at the addresses shown on the City's
registration books not less than 30 nor more than 60 days prior to such redemption date.
All of such Bonds as to which the City reserves and exercises the right of redemption and
as to which notice as aforesaid shall have been given and for the redemption of which
funds are duly provided,shall cease to bear interest on the redemption date.
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 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 assigrnnent 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 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 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 ofIowa,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 I
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
cansed 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 November 15,2004.
CITY OF WAUKEE,IOWA
By (DO NOT SIGN)
Mayor
Attest:
(DO NOT SIGN)
City Clerk
(Facsimile Seal)
Registration Date:(Registration Date)
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
TIns Bond is one of the Bonds described in the within-mentioned Resolution.
BANKERS TRUST COMPANY,
N.A.
Des Moines,Iowa
Registrar
By (Authorized 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 UTMA
as tenants by the entireties
as j oint tenants with right
of survivorship and not as
tenants in common
(Custodian)
As Custodian for"'-----:::-c:cc---:------(Minor)
under Uniform Transfers to Minors Act
(State)l
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 c--c:------:----;----:----=-----:--:--:-"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 guarauteed 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.
Section 6.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 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 armual tax for collection in each of the
following fiscal years,to-wit:
For collection in the fiscal year beginning July I,
2005,sufficient to produce the net annual SUlll of
$106,457.50;
For collection in the fiscal year beginning July 1,
2006,sufficient to produce the net annual sum of
$;205,407.50;
For collection in the fiscal year beginning July 1,
2007,sufficient to produce the net annual sum of
$207,107.50;J
For collection in the fiscal year beginning July 1,
2008,sufficient to produce the net armual sum of
$203,232.50;
For collection in the fiscal year beginning July I,
2009,sufficient to produce the net annual SUlll of
$198,892.50;
For collection in the fiscal year beginning July I,
2010,sufficient to produce the net armual sum of
$204,087.50;
For collection in the fiscal year beginning July 1,
2011,sufficient to produce the net annual sum of
$203,807.50;
For collection in the fiscal year beginning July I,
2012,sufficient to produce the net annual sum of
$208,027.50;I
For collection in the fiscal year beginning July 1,
2013,sufficient to produce the net annual sum of
$201,727.50;
For collection in the fiscal year beginning July I,
2014,sufficient to produce the net annual sum of
$140,157.50;
For collection in the fiscal year beginning July I,
2015,sufficient to produce the net annual sum of
$140,470.00;
For collection in the fiscal year beginning July 1,
2016,sufficient to produce the net annual sum of
$140,400.00.
Section 8.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 smne 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 9.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 the Bonds.
Section 10.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.ITheCityherebydesignatestheBondsas"Qualified Tax Exempt Obligations"as
that term is used in Section 265(b)(3)(B)of the Internal Revenue Code.
Section 11.Continuing Disclosure.The Securities and Exchange Commission
(the "SEC")has promulgated certain amendments to Rule l5c2-l2 under the Securities
Exchange Act of 1934 (17 C.P.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 $1 ,000,000 or more unless,before submitting a bid or entering into a purchase
contract for such securities,it has reasonably determined that the issuer or an obligated
person has undertaken in writing for the benefit of the holders of such securities to
provide certain disclosure information to prescribed information repositories on a
continuing basis so long as such securities are outstanding.
On the date of issuance and delivery of the Bonds,the City will execute and
deliver a Continuing Disclosure Certificate pursuant to which the City will undertake to
comply with the Rille.The City covenants and agrees that it will comply with and carry
out the provisions ofthe Continuing Disclosure Certificate.Any and all ofthe officers of
the City are hereby authorized and directed to take any and all actions as may be
necessary to comply with the Rule and the Continuing Disclosure Agreement
Section 12.All resolutions or parts thereof in conflict herewith are hereby
repealed to the extent of such conflict.1
Passed and approved October 18,2004.
Attest:
~~~~-arkJ.ATelltSe ;dity
Administrator/c1etk
ROLL CALL VOTE
Nicholas C.Gruber
Donald L.Bailey,Jr.
Bill Peard
JeffV.Mertz
Darlene Stanton
AYE
X
X
X
X
X
NAY ABSENT
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