Loading...
HomeMy WebLinkAbout2008-03-10-Resolutions 08-51_Bonds - GO CLN Taxable Series 2008A - IssuanceRESOLUTION 08-51 RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $290,000 GENERAL OBLIGATION CAPITAL LOAN NOTES,TAXABLE SERIES 2008A,AND LEVYING A TAX TO PAY THE NOTES WHEREAS,the Issuer is duly incorporated,organized and exists under and by virtue of the laws and Constitution of the State ofIowa;and WHEREAS,the Issuer is in need of funds to pay costs of acquisition of real estate for park land,for a general corporate purpose,and it is deemed necessary and advisable that a form of Loan Agreement be approved and authorized and General Obligation Capital Loan Notes,Taxable Series 2008A,in the amount of $290,000 be issued for said purpose;and WHEREAS,the City has a population of more than 5,000 but not more than 75,000,and the amount of the proposed note is not more than $700,000.00;and WHEREAS,pursuant to notice published as required by Sections 384.24, 384.24A,384.25 and 384.26 of said Code,the Council of the City has held public meeting and hearing upon the proposal to institute proceedings for the authorization to enter into a loan agreement and the issuance of notes for a general corporate purpose in the amounts as above set forth,and,no petition for referendum having been received,the Council is therefore now authorized to proceed with the issuance thereof: NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WAUKEE,lOW A: Section 1.Definitions.The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: o "Authorized Denominations"shall mean $5,000 or any integral multiple thereof. o "Issuer"and "City"shall mean the City of Waukee,Iowa. o "Loan Agreement"shall mean a Loan Agreement between the Issuer and a lender or lenders in substantially the form attached to and approved by this Resolution. -1- o "Note Fund"shall mean the fund required to be established by Section 4 of this Resolution.I o "Notes"shall mean $290,000 General Obligation Capital Loan Notes, Taxable Series 2008A,authorized to be issued by this Resolution. o "Paying Agent"shall mean the City Clerk,Waukee,Iowa,or such successor as may be approved by Issuer as provided herein and who shall cany out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Notes as the same shall become due. o "Project"shall mean the costs of acquisition of real estate for park land. o "Project Fund"shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Notes. o "Registrar"shall mean the City Clerk of Waukee,Iowa,or such successor as may be approved by Issuer as provided herein and who shall cany out the duties prescribed herein with respect to maintaining a register of the owners of the Notes.I Unless otherwise specified,the Registrar shall also act as Transfer Agent for the Notes. o "Resolution"shall mean this resolution authorizing the issuance ofthe Notes. o "Treasurer"shall mean the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment ofthe Notes issued hereunder. Section 2.The form of Loan Agreement in substantially the form attached to this Resolution is hereby approved and is authorized to be executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. Section 3.Leyy and Celiification of Annual Tax;Other Funds to be Used. (a)Leyy of Almual Tax.That for the purpose of providing funds to pay the principal and interest of the Notes hereinafter authorized to be issued,there shall be levied in the General Fund for each future year the following direct annual tax on all of the taxable property in Waukee,Iowa,to-wit: -2- AMOUNT FISCAL YEAR (ruL Y 1 TO JUNE 30) YEAR OF COLLECTION $64,535 $65,238 $68,106 $65,631 $68,006 2008/2009 200912010 2010/2011 2011/2012 2012/2013 NOTE:For example the levy to be made and certified against the taxable valuations of January 1,2007,will be collected during the fiscal year commencing July 1,2008. (b)Resolution to be Filed With COlUltvAuditor.A certified copy of this Resolution shall be filed with the County 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 3 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 Notes issued in anticipation of the tax,and for no other purpose whatsoever. (c)Additional City Flmds Available.Principal and interest coming due at anytime 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 4.Note 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 "GENERAL OBLIGATION CAPITAL LOAN NOTE FUND 2008 NO.ONE"(the "Note Fund"),which is hereby pledged for and shall be used only for the payment of the principal of and interest on the Notes 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 ofIowa. Section 5.Application of Note Proceeds.Proceeds of the Notes other than accrued interest except as may be provided below shall be credited to the Project Fund and expended only for the purposes of the Project.Any amounts on hand in the Project -3- Fund shall be available for the payment of the principal of or interest on the Notes at any r ] 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.Accrued interest,if any, shall be deposited in the Note Fund. Section 6.Investments of Note Fund Proceeds.All moneys held in the Note Fund and the Project Fund,shall be invested in investments permitted by Chapter l2B,Code of Iowa,2007 (formerly Chapter 452,Code ofIowa,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 anyone financial institution shall be continuously secured in compliance with the State Sinking Fund provided under Chapter 12C of the Code ofIowa,2007,as amended or otherwise by a valid pledge of direct obligations ofthe 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 Notes as herein provided. Section 7.Note Details,Execution and Redemption.] (a)Note Details.General Obligation Capital Loan Notes,Taxable Series 2008A,of the City in the total amount of $290,000,shall be issued to evidence the obligations of the Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24,384.24A,384.25 and 384.26 ofthe City Code ofIowa,as amended,for the aforesaid purpose.The Notes shall be issued in one or more series and shall be on a parity and secured equally and ratably from the sources provided in Section 3 of this Resolution.The Notes shall be designated "GENERAL OBLIGATION CAPITAL LOAN NOTE,TAXABLE SERIES 2008A",be dated March 19,2008,and bear interest from the date thereof,until payment thereof,at the office of the Paying Agent,said interest payable on December 1,2008,and semiannually thereafter on the 1st day of June and December in each year until maturity at the rates hereinafter provided. The Notes shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City 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 I -4- check to the registered owner of the Note.The Notes shall be in the denomination of $5,000 or multiples thereof and shall mature and bear interest as follows: Interest Rate Principal AmOlmt Maturity June 1st 3.750% 3.875% 4.125% 4.375% 4.625% $50,000 $55,000 $60,000 $60,000 $65,000 2009 2010 2011 2012 2013 (b)Redemption.The Notes are not subject to redemption prior to maturity. Section 8.Registration of Notes;Appointment of Registrar;Transfer;Ownership; DelivelX and Cancellation. (a)Registration.The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Notes,and in no other way.The City Clerk of Waukee,Iowa is hereby appointed as Registrar under the terms ofthis Resolution.Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution.All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution. (b)Transfer.The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of Notes 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 as shall be satisfactory to the Registrar,along with the address and social security number or federal employer identification nnmber 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 Note (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 Note,a new fully registered Note,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 Note,and -5- bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar.) (c)Registration of Transferred Notes.In all cases of the transfer of the Notes,the Registrar shall register,at the earliest practicable time,on the Registration Books,the Notes,in accordance with the provisions of this Resolution. (d)Ownership.As to any Note,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 Notes 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 Note,including the interest thereon, to the extent of the sum or sums so paid. (e)Cancellation.All Notes which have been redeemed shall not be reissued but shall be cancelled by the Registrar.All Notes 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 Notes to the Issuer. (f)Non-Presentment of Notes.In the event any payment check representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any note is not presented for payment of principal at the maturity or redemption date,if funds sufficient to pay such principal of or interest on Notes 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 Notes 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 Notes 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 Notes.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 Notes of whatever nature shall be made upon the Issuer.I -6- (g)Registration and Transfer Fees.The Registrar may furnish to each owner,at the Issuer's expense,one note for each annual maturity.The Registrar shall furnish additional Notes in lesser denominations (but not less than the minimum denomination)to an owner who so requests. Section 9.Reissuance of Mutilated,Destroyed,Stolen or Lost Notes.In case any outstanding Note shall become mutilated or be destroyed,stolen or lost,the Issuer shall at the request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so mutilated,destroyed,stolen or lost,in exchange and substitution for such mutilated Note to Registrar,upon surrender of such mutilated Note,or in lieu of and substitution for the Note destroyed,stolen or lost,upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note 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 10.Record Date.Payments of principal and interest,otherwise than upon full redemption,made in respect of any Note,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 preceding the payment date.All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent ofthe payments so made. Payment of principal shall only be made upon surrender of the Note to the Paying Agent. Section II.Execution,Authentication and DelivelY of the Notes.The Mayor and Clerk shall execute and deliver the Notes to the Registrar,who shall authenticate the Notes and deliver the same to or upon order of the Purchaser,No Note 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 Note a Certificate of Authentication substantially in the form of the Certificate herein set forth.Such Certificate upon any Nute executed 011 behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. No Notes shall be authenticated and delivered by the Registrar,unless and until there shall have been provided the following: I.A certified copy of the resolution of Issuer approving the execution of a Loan Agreement and a copy of the Loan Agreement; -7- 2.A written order ofIssuer signed by the Treasurer directing the authentication and delivery of the Notes to or upon the order of the Purchaser upon payment of the purchase price as set forth therein;) 3.The approving opinion of Ahlers &Cooney,P.c.,Bond Counsel, concerning the validity and legality of all the Notes proposed to be issued. Section 12.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 noteholder. 1 -8- Section 13.Form of Note.Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: I (6)I I (6)I I (7)I I (8)I I (1)I I (2)I I (3)I I (4)I I (5)I (9) I (9a)I (10) (Continued on the back of this Note) I (11 )(12)(13)I I (14)I I (15)I FIGURE 1 (Front) -9- (10)(16) (Continued) FIGURE 2 (Back) -10- I ) The text of the Notes to be located thereon at the item numbers shown shall be as follows: Item 1,figure 1 Item 2,figure 1 Item 3,figure 1 Item 4,figure 1 Item 5,figure 1 Item 6,figure 1 Item 7,figure 1 Item 8,figure 1 "STATE OF IOWA" "COUNTY OF DALLAS" "CITY OF WAill<EE" "GENERAL OBLIGATION CAPITAL LOAN NOTE" "TAXABLE SERIES 2008A" "GENERAL CORPORATE PURPOSE" Rate: Maturity: Note Date:March 19,2008 CusipNo.: "Registered" Certificate No._ Principal Amount:$_ Item 9,figure 1 The City of Waukee,Iowa,a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State ofIowa (the "Issuer"),for value received,promises to pay from the source and as hereinafter provided, on the maturity date indicated above,to Item 9A,figure 1 =(Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10,figure 1 =or registered assigns,the principal sum of (Principal amount written out)THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date shown above,only upon presentation and surrender hereof at the office of the City Clerk,Waukee,Iowa,Paying Agent of this issue,or its successor,with interest on said sum from the date hereof until paid at the rate per annum specified above, payable on December 1,2008,and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day preceding such interest payment date.Interest shall be computed on the basis ofa 360-day year of twelve 30-day months. -11- THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST ON THE NOTES WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES,AND THE ISSUER IS NOT OBLIGATED TO TAKE ANY ACTION TO ATTEMPT TO SECURE ANY SUCH EXCLUSION.THE HOLDER OF THIS NOTE THEREFORE SHOULD TREAT THE INTEREST THEREON AS BEING SUBJECT TO FEDERAL INCOME TAXATION. ) This Note is issued pursuant to the provisions of Sections 384.24,384.24A,384.25 and 384.26 of the City Code ofIowa,as amended,for the purpose of paying costs of acquisition of real estate for park land,and in order to evidence the obligations of the Issuer under a certain Loan Agreement dated March 19,2008,in conformity to a Resolution of the Council of the Issuer duly passed and approved.For a complete statement of the revenues and funds from which and the conditions under which this Note is payable,a statement of the conditions under which additional Notes of equal standing may be issued,and the general covenants and provisions pursuant to which this Note is issued,reference is made to the above described Loan Agreement and Resolution. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the City Clerk,Waukee,Iowa,the Registrar.Such transfer on the books shall occur only upon presentation and surrender of this Note 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 noteholders of such change.All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note Resolution. ) And it is hereby represented and certified that all acts,conditions and things requisite,according to the laws and Constitution of the State ofIowa,to exist,to be had, to be done,or to be performed precedent to the lawful issue of this Note,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 Note as the same will respectively become due;that the faith,credit,revenues and resources and all the real and personal property ofthe Issuer are irrevocably pledged for the prompt payment hereof,both principal and interest,and the total indebtedness of the Issuer including this Note,does not exceed the constitutional or statutory limitations. IN TESTIMONY WHEREOF,the Issuer by its Council,has caused this Note to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk,with the seal of said City printed hereon,and to be authenticated by the -12- manual signature of an authorized representative of the Registrar,the City Clerk, Waukee,Iowa. Item 11,figure 1 =Date of Authentication:_ Item 12,figure 1 This is one of the Notes described in the within mentioned Resolution,as registered by the City Clerk. CITY CLERK,Registrar Waukee,Iowa 50263 By:_ Authorized Signature Item 13,figure 1 =Registrar and Transfer Agent:The City City Paying Agent:The City Clerk SEE REVERSE FOR CERTAIN DEFINITIONS Item 14,figure 1 =(Seal) Item 15,figure 1 =[Signature Block] CITY OF WAUKEE,IOWA By:(facsimile signature) Mayor ATTEST: By:(facsimile signature) City Clerk Item 16,figure 2 =[Assignment Block] [Information Required for Registration] ASSIGNMENT For value received,the undersigned hereby sells,assigns and transfers unto ________(Social Security or Tax Identification No.) -13- the within Note and does hereby irrevocably constitute and appoint _ ____attorney in fact to transfer the said Note on the books kept for registration of the within Note,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 Note(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 gnarantee program, INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name ofTransferee(s)_ Address ofTransferee(s)_ Social Security or Tax Identification Number of Transferee(s)_ Transferee is a(n): Individual*_ Partnership _ Corporation _ Trust _ -14- 1 I *Ifthe Note 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 Note, 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 IT TEN -as joint tenants with right of survivorship and not as tenants in common IA UNIF TRANS MIN ACT -..........Custodian . (Cust)(Minor) under Iowa Uniform Transfers to Minors Act... (State) ADDITIONAL ABBREVIATIONS MAY BE ALSO USED THOUGH NOT IN THE ABOVE LIST Section 14.Contract Between Issuer and Purchaser.This Resolution shall constitute a contract between said City and the purchaser of the Notes. Section 15.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. Section 16.Repeal of Conflicting Resolutions or Ordinances.All ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. PASSED AND APPROVED this 10th day of March,2008. ATTEST: ROLL CALL VOTE Donald L.Bailey,Jr. Casey L.Harvey C.Isaiah McGee Darlene Stanton Mike Watts AYE X X X X X NAY ABSENT ] ABSTAIN ]