HomeMy WebLinkAbout2008-03-24-Resolutions 08-64_Bonds - GO Series 2008B - IssuanceRESOLUTION 08-64
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF $1,275,000 GENERAL OBLIGATION BONDS,
SERIES 2008B,AND LEVYING A TAX TO PAY THE BONDS
WHEREAS,the Issuer is duly incorporated,organized and exists under and by
virtue of the laws and Constitution of the State of Iowa;and
WHEREAS,the Issuer is in need of funds to pay costs of costs of improvements
and extensions to the City Sanitary Sewer Utility including the South Fork and Walnut
Ridge Sanitary Sewer Improvements,an essential corporate purpose,and it is deemed
necessary and advisable that General Obligation Bonds in the amount of $1,275,000 be
issued for that purpose;and
WHEREAS,pursuant to notice published as required by Section 384.25 of the
Code,this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of Bonds,and the Council is therefore now authorized to
proceed with the issuance of Bonds;and
WHEREAS,pursuant to the provisions of Chapter 75 of the Code of Iowa,the
above mentioned bonds were heretofore sold at public sale and action should now be
taken to issue bonds conforming to the terms and conditions of the best bid received at
the advertised public sale:
NOW,THEREFORE,BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF WAUKEE,IOWA:
-1-
Section 1.Definitions.The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
D "Authorized Denominations"shall mean $5,000 or any integral multiple
thereof.
D "Beneficial Owner"shall mean the person in whose name such Bond is
recorded as the beneficial owner of a Bond by a Participant on the records of such
Participant or such person's subrogee.
D "Bond Fund"shall mean the fund created in Section 3 of this Resolution.
n "Bonds"shall mean $1,275,000 General Obligation Bonds,Series 2008B,
authorized to be issued by this Resolution.
U "Cede &Co."shall mean Cede &Co.,the nominee ofDTC,and any
successor nominee ofDTC with respect to the Bonds.
D "Continuing Disclosure Certificate"shall mean that certain Continuing
Disclosure Certificate executed by the Issuer and dated the date of issuance and
delivery of the Bonds,as originally executed and as it may be amended from time
to time in accordance with the terms thereof.
U "Depository Bonds"shall mean the Bonds as issued in the form of one
global certificate for each maturity,registered in the Registration Books
maintained by the Registrar in the name ofDTC or its nominee.
D "DTC"shall mean The Depository Trust Company,New York,New York,
a limited purpose trust company,or any successor book-entry securities depository
appointed for the Bonds.
Ll "Issuer"and "City"shall meall the City of Waukee,Iowa.
D "Participants"shall mean those broker-dealers,banks and other financial
institutions for which DTC holds Bonds as securities depository.
[1 "Paying Agent"shall mean the Bankers Trust Company,N.A.,or such
successor as may be approved by Issuer as provided herein and who shall carry out
the duties prescribed herein as Issuer's agent to provide for the payment of
principal of and interest on the Bonds as the same shall become due.
-2-
1
D "Project Fund"shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Bonds.
D "Rebate Fund"shall mean the fund so defined in and established pursuant
to the Tax Exemption Certificate.
D "Registrar"shall mean Bankers Trust Company,N.A.of Des Moines,Iowa,
or such successor as may be approved by Issuer as provided herein and who shall
carry out the duties prescribed herein with respect to maintaining a register of the
owners of the Bonds.Unless otherwise specified,the Registrar shall also act as
Transfer Agent for the Bonds.
D "Representation Letter"shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC.
D "Resolution"shall mean this resolution authorizing the Bonds.
D "Tax Exemption Certificate"shall mean the Tax Exemption Certificate
executed by the Treasurer and delivered at the time of issuance and delivery of the
Bonds.
D "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 of the Bonds issued hereunder.
Section 2.Levy and Certification of Annual Tax;Other Flmds to be Used.
(a)Levy of Annual Tax.That for the purpose of providing funds to pay the
principal and interest of the Bonds hereinafter authorized to be issued,there is
hereby levied for each future year the following direct annual tax on all ofthe
taxable property in Waukee,Iowa,to-wit:
-3-
AMOUNT
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION:
$136,882*
$126,583
$128,583
$125,395
$127,208
$128,833
$125,270
$126,708
$127,907
$128,813
$129,413
$124,755
.$125,040
2008/2009
200912010
2010/2011
201112012
201212013
201312014
2014/2015
2015/2016
2016/2017
2017/2018
2018/2019
2019/2020
202012021
)
*$135,500 was previously levied by Resolution dated February 28,2008,
for fiscal year 200812009.The remaining $1,382 will be paid by cash on hand.
(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 County Auditor.A certified copy of this
Resolution should 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 2 of this Resolution,in like manner
as other taxes are levied and assessed,and such taxes so levied in and for each of
the years aforesaid be collected in like manner as other taxes of the City are
collected,and when collected be used for the plU]Jose of paying principal and
interest on the Bonds issued in anticipation of the tax,and for no other purpose
whatsoever.
(c)Additional City Funds Available.Principal and interest corning due at any
time when the proceeds of the tax on hand shall be insufficient to pay the same
shall be promptly paid when due from current funds of the City available for that
purpose and reimbursement shall be made from such special fund in the amounts
thus advanced.
Section 3.Bond Fund.The tax shall be collected each year at the same time and I
in the same manner as,and in addition to,all other taxes in and for the City,and when.
-4-
collected they shall be converted into a special fund within the Debt Service Fund to be
known as the "GENERAL OBLIGATION BOND FUND 2008 NO.TWO"(the "Bond
Fund"),which is hereby pledged for and shall be used only for the payment of the
principal of and interest on the Bonds hereinafter authorized to be issued;and also there
shall be apportioned to the fund its proportion of taxes received by the City from property
that is centrally assessed by the State ofIowa.
Section 4.Application of Bond Proceeds.Proceeds ofthe Bonds other than
accrued interest except as may be provided below shall be credited to the Project Fund
and expended therefrom for the purposes of issuance.Any amounts on hand in the
Project Eund shall be available for the payment of the principal of or interest on the
Bonds at any time that other funds shall be insufficient to the purpose,in which event
such funds shall be repaid to the Project Fund at the earliest opportLmity.Any balauce 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 Bond Fund.
Section 5.Investments of Bond Fund Proceeds.All moneys held in the Bond
Fund,provided for by Section 3 of this Resolution shall be invested in investLnents
permitted by Chapter l2B,Code ofIowa,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 l2C of the Code ofIowa,2007,as
amended or otherwise by a valid pledge of direct obligations of the United States
Government having an equivalent market value.All such interim investments shall
mature before the date on which the moneys are required for payment of principal of or
interest on the Bonds as herein provided.
Section 6.Bond Details,Execution and Redemption.
(a)Bond Details.General Obligation Bonds of the City in the amount of
$1,275,000,shall be issued pursuant to the provisions of Section 384.25 of the City
Code ofIowa for the aforesaid purpose.The Bonds shall be designated "GENERAL
OBLIGATION BOND,SERIES 2008B",be dated April 8,2008,and bear interest from
the date thereof,until payment thereof,at the office of the Paying Agent,the 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 Bonds shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the Clerk,and impressed or printed
-5-
with the seal of the City and shall be fully registered as to both principal and interest as )
provided in this Resolution;principal,interest and premium,if any,shall be payable at
the office of the Paying Agent by mailing of a check to the registered owner of the Bond.
The Bonds shall be in the denomination of $5,000 or multiples thereof.The Bonds shall
mature and bear interest as follows:
Interest
Rate
3.75%
3.75%
3.75%
3.75%
3.75%
3.75%
3.75%
3.80%
3.90%
4.00%
4.05%
4.10%
4.20%
Principal
AmOlmt
Maturity
June 1st
$80,000
$80,000
$85,000
$85,000
$90,000
$95,000s95,000
$100,000
$105,000
$1l0,000
$1l5,000
$1l5,000
$120,000
2009
2010
20ll
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
(b)Redemption.Bonds maturing after June 1,2016,may be called for
redemption by the Issuer and paid before maturity on such date or any date thereafter,
from any funds regardless of source,in whole or from time to time in part,in any order of
maturity and within an annual maturity by lot.The terms of redemption shall be par,plus
accrued interest to date of call.
Thirty days'notice of redemption shall be given by ordinary mail to the registered
owner of the Bond.Failure to give such notice by mail to any registered owner ofthe
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds.All bonds or portions thereof called for redemption will cease
to bear interest after the specified redemption date,provided funds for their redemption
are on deposit at the place of payment.
If selection by lot within a maturity is required,the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
I
-6-
Section 7.Issuance of Bonds in Book-Entry Form;Replacement Bonds.
(a)Notwithstanding the other provisions of this Resolution regarding
registration,ownership,transfer,payment and exchange of the Bonds,unless the Issuer
determines to permit the exchange of Depository Bonds for Bonds in the Authorized
Denominations,the Bonds shall be issued as Depository Bonds in denominations of the
entire principal amount of each maturity of Bonds (or,if a portion of the principal amount
is prepaid,the principal amount less the prepaid amount);and such Depository Bonds
shall be registered in the name of Cede &Co.,as nominee ofDTC.Payment of semi-
annual interest for any Depository Bond shall be made by wire transfer or New York
Clearing House or equivalent next day funds to the account of Cede &Co.on the interest
payment date for the Bonds at the address indicated in or pursuant to the Representation
Letter.
(b)With respect to Depository Bonds,neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence,neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i)the accuracy of the
records of DTC or its nominee or of any Participant with respect to any ownership
interest in the Bonds,(ii)the delivery to any Participant,any Beneficial Owner or any
other person,other than DTC or its nominee,of any notice with respect to the Bonds,
(iii)the payment to any Participant,ally Beneficial Owner or any other person,other than
DTC or its nominee,of any amount with respect to the principal of,premium,if any,or
interest on the Bonds,or (iv)the failure ofDTC to provide any information or
notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as,and deem DTC
or its nominee to be,the absolute owner of each Bond for the purpose of payment of the
principal of,premium,if any,and interest on such Bond,for the purpose of all other
matters with respect to such Bond,for the purpose of registering transfers with respect to
such Bonds,and for all other purposes whatsoever (except for the giving of certain
Bondholder consents,in accordance with the practices and procedures ofDTC as may be
applicable thereto).The Paying Agent shall pay all principal of,premium,if any,and
interest on the Bonds only to or upon the order of the Bondholders as shown on the
Registration Books,and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to the principal of,premium,if any,and
interest on the Bonds to the extent so paid.Notwithstanding the provisions ofthis
Resolution to the contrary (including without limitation those provisions relating to the
surrender of Bonds,registration thereof,and issuance in Authorized Denominations),as
long as the Bonds are Depository Bonds,full effect shall be given to the Representation
Letter and the procedures and practices ofDTC thereunder,and the Paying Agent shall
comply therewith.
-7-
(c)Upon (i)a determination by the Issuer that DTC is no longer able to carry ,I
out its functions or is otherwise determined unsatisfactory,or (ii)a determination by DTC
that the Bonds are no longer eligible for its depository services or (iii)a determination by
the Paying Agent that DTC has resigned or discontinued its services for the Bonds,if
such substitution is authorized by law,the Issuer shall (A)designate a satisfactory
substitute depository as set forth below or,if a satisfactory substitute is not found,
(B)provide for the exchange of Depository Bonds for replacement Bonds in Authorized
Denominations.
(d)To the extent authorized by law,if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations,the Issuer shall
so notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticated Bonds to be so exchanged.The Registrar shall thereupon notify the
owners of the Bonds and provide for such exchange,and to the extent that the Beneficial
Owners are designated as the transferee by the owners,the Bonds will be delivered in
appropriate f011n,content and Authorized Denominations to the Beneficial Owners,as
their interests appear.
(e)Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent.Any such substitute depository shall be a qualified and registered
"clearing agency"as provided in Section 17A of the Securities Exchange Act of 1934,as
amended.The substitute depository shall provide for (i)immobilization of the
Depository Bonds,(ii)registration and transfer of interests in Depository Bonds by book
entries made on records of the depository or its nominee and (iii)payment of principal of,
premium,if any,and interest on the Bonds in accordance with and as such interests may
appear with respect to such book entries.
]
(f)The execution and delivery of the Representation Letter to DTC by the
Issuer,in the form presented at this meeting with such changes,omissions,insertions and
revisions as the Mayor shall deem advisable is herehy authorized and execution of the
Representation Letter by the Mayor shall be conclusive evidence of such approval.The
Representation Letter shall set forth certain matters with respect to,among other things,
notices,consents and approvals by Bondholders and payments on the Bonds.
I
-8-
Section 8.Registration of Bonds;Appointment of Registrar;Transfer;Ownership;
Delivery;and Cancellation.
(a)Registration.The ownership of Bonds may be transferred only by the making
of an entry upon the books kept for the registration and transfer of ownership of the
Bonds,and in no other way.Bankers Trust Company,N.A.is hereby appointed as Bond
Registrar under the terms of this Resolution (and under the provisions of a separate
agreement with the Issuer filed herewith which is made a part hereof by this reference.)
Registrar shall maintain the books of the Issuer for the registration of ownership of the
Bonds for the payment of principal of and interest on the Bonds as provided in this
Resolution.All Bonds shall be negotiable as provided in Article 8 of the Uniform
Commercial Code and Section 384.31 ofthe Code ofIowa,subject to the provisions for
registration and transfer contained in the Bonds and in this Resolution.
(b)Transfer.The ownership of any Bond may be transferred only upon the
Registration Books kept for the registration and transfer of Bonds and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory
to the Registrar,along with the address and social security number or federal employer
identification number of such transferee (or,if registration is to be made in the name of
multiple individuals,of all such transferees).In the event that the address of the
registered owner of a Bond (other than a registered owner which is the nominee of the
broker or dealer in question)is that of a broker or dealer,there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of any such Bond,a new fully registered Bond,of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
unmatured and unredeemed principal amount of such transferred fully registered Bond,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c)Registration of Transfened Bonds.In all cases of the transfer of the Bonds,
the Registrar shall register,at the earliest practicable time,on the Registration Books,the
Bonds,in accordance with the provisions of this Resolution.
(d)Ownership.As to any Bond,the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes,and payment of or on account of
the principal of any such Bonds and the premium,if any,and interest thereon shall be
made only to or upon the order of the registered owner thereof or his legal representative.
All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Bond,including the interest thereon,to the extent of the sum or sums so paid.
-9-
(e)Cancellation.All Bonds which have been redeemed shall not be reissued but ~.··1
shall be cancelled by the Registrar.All Bonds which are cancelled by the Registrar shall
be destroyed and a certificate of the destruction thereof shall be fumished promptly to the
Issuer;provided that if the Issuer shall so direct,the Registrar shall forward the cancelled
Bonds to the Issuer.
(f)Non-Presentment of Bonds.In the event any payment check representing
payment of principal of or interest on the Bonds is returned to the Paying Agent or if any
bond is not presented for payment of principal at the maturity or redemption date,if funds
sufficient to pay such principal of or interest on Bonds shall have been made available to
the Paying Agent for the benefit of the owner thereof,all liability of the Issuer to the
owner thereof for such interest or payment of such Bonds shall forthwith cease,terminate
and be completely discharged,and thereupon it shall be the duty of the Paying Agent to
hold such funds,without liability for interest thereon,for the benefit of the owner of such
Bonds who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on,or with respect to,such interest
or Bonds.The Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal
became due,whether at maturity,or at the date fixed for redemption thereof,or
otherwise,at which time the Paying Agent,shall surrender any remaining funds so held
to the Issuer,whereupon any claim under this Resolution by the Owners of such interest ]
or Bonds of whatever nature shall be made upon the Issuer.
(g)Registration and Transfer Fees.The Registrar may furnish to each owner,at
the Issuer's expense,one bond for each annual maturity.The Registrar shall furnish
additional bonds 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 Bonds.In case any
outstanding Bond shall become mutilated or be destroyed,stolen or lost,the Issuer shall
at the request of Registrar authenticate and deliver a new Bond oflike tenor and amount
as the Bond so mutilated,destroyed,stolen or lost,in exchange and substitution for such
mutilated Bond to Registrar,upon surrender of such mutilated Bond,or in lieu of and
substitution for the Bond destroyed,stolen or lost,upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Bond has been destroyed,stolen or lost
and proof of ownership thereof,and upon fumishing 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 Bond,shall be made to the registered holder
-10-
)
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 Bonds to the extent of the payments so made.
Payment ofprincipal shall only be made upon surrender ofthe Bond to the Paying Agent.
Section 11.Execution,Authentication and Delivery of the Bonds.Upon the
adoption of this Resolution,the Mayor and Clerk shall execute and deliver the Bonds to
the Registrar,who shall authenticate the Bonds and deliver the same to or upon order of
the Purchaser,No Bond shall be valid or obligatory for any purpose or shall be entitled
to any right or benefit hereunder unless the Registrar shall duly endorse and execute on
such Bond a Certificate of Authentication substantially in the form of the Certificate
herein set forth.Such Certificate upon any Bond executed on behalf of the Issuer shall be
conclusive evidence that the Bond so authenticated has been duly issued under this
Resolution and that the holder thereof is entitled to the benefits of this Resolution.
No Bonds shall be authenticated and delivered by the Registrar unless and until
there shall have been provided the following:
1.A certified copy of the Resolution ofIssuer authorizing the issuance of the
Bonds;
2.A written order ofIssuer signed by the Treasurer of the Issuer directing the
authentication and delivery of the Bonds to or upon the order of the
Purchaser upon payment of the purchase price as set forth therein;
3.The approving opinion of Ahlers &Cooney,P.e.,Bond Counsel,
conceming the validity and legality of all the Bonds 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 bondholder.
-11-
Section 13.Form of Bond.Bonds shall be printed in substantial compliance with 'I
standards proposed by the American Standards Institute substantially in the form as
follows:
(6)(6)
(7)(8)
(1)
(2)(3)(4)(5)
(9)
(9a)
(10)
(Continued on the back ofthis Bond)
(11 )(12)(13)(14)(15)
FIGURE 1
(Front)
J
-12-
(10)
(Continued)
(16)
FIGURE 2
(Back)
-13-
The text of the Bonds 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 d,figure 1
Item 5,figure 1
Item 6,figure 1
Item 7,figure 1
Item 8,-figure 1
1"STATE OF IOWA"
"COUNTY OF DALLAS"
"CITY OF WAUKEE"
"GENERAL OBLIGATION BOND,SERIES 2008B"
"ESSENTIAL CORPORATE PURPOSE"
Rate:_
Maturity:_
Bond Date:April 8,2008
Cusip No.:__
"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 amolmt
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 Bankers Trust Company,N.A.,Paying Agent ofthis issue,or its successor,with
interest on the 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 ofthe Bond 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 of a 360-day year of
twelve 30-day months.
I
-14-
This Bond is issued pursuant to the provisions of Section 384.25 of the City Code
of Iowa,for the purpose of paying costs of costs of improvements and extensions to the
City Sanitary Sewer Utility,including the South Fork and Walnut Ridge Sanitary Sewer
Improvements,in conformity to a Resolution of the Council of the City duly passed and
approved.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company,a limited purpose trust company ("DTC"),to the Issuer or its
agent for registration of transfer,exchange or payment,and ally certificate issued is
registered in the name of Cede &Co.or such other name as requested by an authorized
representative ofDTC (and any payment is made to Cede &Co.or to such other entity as
is requested by an authorized representative ofDTC),ANY TRANSFER,PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof,Cede &Co.,has an interest
herein.
Bonds maturing after June 1,2016,may be called for redemption by the Issuer and
paid before maturity on that date or ally date thereafter,from ally funds regardless of
source,in whole or from time to time in part,in any order of maturity and within an
annual maturity by lot.The terms of redemption shall be par,plus accrued interest to
date of calL
Thirty days'notice of redemption shall be given by ordinary mail to the registered
owner of the Bond.Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds.All bonds or portions thereof called for redemption will cease
to bear interest after the specified redemption date,provided funds for their redemption
are on deposit at the place of payment.
If selection by lot within a maturity is required,the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by Bankers Trust Company,N.A.,the Registrar,Such transfer on the
books shall occur only upon presentation and surrender of this Bond at the office of the
Registrar as designated below,together with an assignment duly executed by the owner
hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar.
Issuer reserves the right to substitute the Registrar and Paying Agent but shall,however,
promptly give notice to registered bondholders of such change.All bonds shall be
negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31
-15-
of the Code ofIowa,subject to the provisions for registration and transfer contained in
the Bond Resolution.]
This Bond is a "qualified tax-exempt obligation"designated by the City for
plU})OSeSof Section 265(b )(3)(B)of the Internal Revenue Code of 1986.
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 Bond,have been
existent,had,done and performed as required by law;that provision has been made for
the levy of a sufficient continuing annual tax on all the taxable property within the
territory of the Issuer for the payment of the principal and interest of this Bond as the
same will respectively become due;that the faith,credit,revenues and resources and all
the real and personal property of the Issuer are irrevocably pledged for the prompt
payment hereof,both principal and interest;and the total indebtedness of the Issuer
including this Bond,does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF,the Issuer by its Council,has caused this Bond to
be signed by the facsimile signature of its Mayor and attested by the facsimile signature
of its City Clerk,with the seal of the City printed hereon,and to be authenticated by the
manual signature of an authorized representative of the Registrar,Bankers Trust
Company,N.A.,Des Moines,Iowa.
Item 11,figure 1 =Date of authentication:
Item 12,figure 1 =This is one ofthe Bonds described in the within mentioned
Resolution,as registered by Bankers Trust Company,N.A.
BANKERS TRUST COMPANY,N.A.,Registrar
Des Moines,Iowa 50309
Authorized Signature
Item 13,figure 1 =Registrar and Transfer Agent:Bankers Trust Company,N.A.
Paying Agent:Bankers Trust Company,N.A.
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14,figure 1 =(Seal)
Item 15,figure 1 =[Signature Block]j
-16-
CITY OF WAUKEE,IOWA
By:(facsimile signature)
Mayor
ATTEST:
By:--'("'fa=>c"'s""im~il"e",SI",'iO""l""aU-"-,,,,]f:tie)
City Clerk
Item 16,figure 2 =[Assignment Block]
[Information Required for Registration]
ASSIGNMENT
For value received,the undersigned hereby sells,assigns and transfers unto
--c----c---c----c---:--(Social Security or Tax Identification No.)
the within Bond and does hereby irrevocably constitute and appoint _
attomey in fact to transfer the Bond on the books kept for registration of the within Bond,
with full power of substitution in the premises.
Dated _
(Person(s)executing this Assignment sign(s)here)
SIGNATURE )
GUARANTEED)
IMPORTANT -READ CAREFULLY
The signaturers)to this Power must correspond with the name(s)as written upon
the face of the certificate(s)or bond(s)in every particular without alteration or
enlargement or any change whatever.Signature gnarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent.Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a recognized
signature guarantee program.
-17-
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax
Identification Number of
Transfereets)_
Transferee is a(n):
Individual"_
Partnership _
]
Corporation _
Trust _
*Ifthe Bond is to be registered in the names of multiple individual owners,the names of
all such owners and one address and social security number must be provided.
The following abbreviations,when used in the inscription on the face of this Bond,
shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM -as tenants in cornmon
TEN ENT -as tenants by the entireties
IT TEN -as joint tenants with right of survivorship and not as tenants in
cornmon
IA UNIF TRANS MIN ACT -............Custodian .
(Cust)(Minor)
under Iowa Uniform Transfers
to Minors Act.....
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
I
-18-
Section 14.Contract Between Issuer and Purchaser.This Resolution constitutes a
contract between the City and the purchaser of the Bonds.
Section 15.Non-Arbitrage Covenants.The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the issuance and sale of the
Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage
bonds within the meaning of Sections 148(a)and (b)of the Internal Revenue Code of the
United States,as amended,and that throughout the term of the Bonds it will comply with
the requirements of statutes and regulations issued thereunder.
To the best knowledge and belief of the Issuer,there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Bonds will be used in a mauner that would cause the
Bonds to be arbitrage bonds.Without limiting the generality of the foregoing,the Issuer
hereby agrees to comply with the provisions of the Tax Exemption Certificate and the
provisions of the Tax Exemption Certificate are hereby incorporated by reference as part
of this Resolution.The Treasurer is hereby directed to make and insert all calculations
and determinations necessary to complete the Tax Exemption Certificate in all respects
and to execute and deliver the Tax Exemption Certificate at issuance of the Bonds to
certify as to the reasonable expectations and covenants of the Issuer at that date.
Section 16.Severability Clause.If any section,paragraph,clause or provision of
this Resolution be held invalid,such invalidity shall not affect any ofthe remaining
provisions hereof,and this Resolution shall become effective immediately upon its
passage and approval.
Section 17.Continuing Disclosure.The Issuer hereby covenants and agrees that
it will comply with and carry out all ofthe provisions of the Continuing Disclosure
Certificate,and the provisions of the Continuing Disclosure Certificate are hereby
incorporated by reference as part of this Resolution and made a part hereof.
Notwithstanding any other provision of this Resolution,failure of the Issuer to comply
with the Continuing Disclosure Certificate shall not be considered an event of default
under this Resolution;however,any holder of the Bonds or Beneficial Owner may take
such actions as may be necessary and appropriate,including seeking specific
performance by court order,to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate,For purposes ofthis section,"Beneficial Owner"
means any person which (a)has the power,directly or indirectly,to vote or consent with
respect to,or to dispose of ownership of,any Bond (including persons holding Bonds
through nominees,depositories or other intermediaries),or (b)is treated as the owner of
any Bonds for federal income tax purposes.
-19-
Section 18.Additional Covenants,Representations and Wauanties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Bonds from
time to time outstanding that the Issuer through its officers,(a)will make such further
specific covenants,representations and assurances as may be necessary or advisable;(b)
comply with all representations,covenants and assurances contained in the Tax
Exemption Certificate,which Tax Exemption Certificate shall constitute a part of the
contract between the Issuer and the owners of the Bonds;(c)consult with bond counsel
(as defined in the Tax Exemption Certificate);(d)pay to the United States,as necessary,
such sums of money representing required rebates of excess arbitrage profits relating to
the Bonds;(e)file such forms,statements and supporting documents as may be required
and in a timely manner;and (f)if deemed necessary or advisable by its officers,to
employ and pay fiscal agents,financial advisors,attorneys and other persons to assist the
Issuer in such compliance.
Section 19.Amendment of Resolution to Maintain Tax Exemption.This
Resolution may be amended without the consent of any owner of the Bonds if,in the
opinion of bond counsel,such amendment is necessary to maintain tax exemption with
respect to the Bonds under applicable Federal law or regulations.
Section 20.Qualified Tax-Exempt Obligations.For the sole purpose of
qualifying the Bonds as "Qualified Tax-Exempt Obligations"pursuant to the Internal
Revenue Code ofthe United States,the Issuer designates the Bonds as qualified tax-
exempt obligations and represents that the reasonably anticipated amount oftax-exempt
governmental and Code Section 50l(c)3 obligations which will be issued during the
current calendar year will not exceed Ten (10)Million Dollars.
j
Section 21.Repeal of Conflicting Resolutions or Ordinances.That all ordinances
and resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
PASSED AND APPROVED this 24th day of March,2008.,IV---.Peard,Mayor
Attest:
J
-20-
ROLL CALL VOTE AYE NAY ABSENT ABSTAlN
Donald L.Bailey,II.X
Casey L.Harvey X
C.Isaiah McGee X
Darlene Stanton X
Mike Watts X
-21-