HomeMy WebLinkAbout2006-01-09-Resolutions 06-01_Bonds - GO Corp Purpose Series 2006A - IssuanceWaukeel419580-43f2od'fz HrgsfSalellss
CITY OF WAUKEE,IOWA
RESOLUTION NO.06-01
Resolution authorizing and approving a Loan Agreement and providing for the
sale and issuance of $1,200,000 General Obligation Corporate Purpose Bonds,
Series 2006A,and providing for the levy of taxes to pay the same
WHEREAS,pursuant to the provisions of Section 384.24A of the Code ofIowa,the City of
Waukee,Iowa (the "City"),has heretofore proposed to contract indebtedness and enter into a loan
agreement (the "Essential Corporate Purpose Loan Agreement")for the purpose of paying costs of
installing traffic signals and constructing certain street,sidewalk,storm sewer and sanitary sewer
improvements,and has published notice of the proposed action and has held a hearing thereon,and
the City Council may now authorize the Essential Corporate Purpose Loan Agreement;and
WHEREAS,pursuant to the provisions of Section 384.24A of the Code of Iowa,the City
has heretofore proposed to contract indebtedness and enter into another loan agreement (the "Loan
Agreement")(the "Park Expansion and Improvement Loan Agreement")for the purpose of paying
costs of the acquisition of land and construction of improvements for a municipal park and,in lieu
of calling an election upon the question of entering into the Park Expansion and Improvement Loan
Agreement,has published notice of the proposed action and has held a hearing thereon,and no
petition being filed with the City Clerk of the City asking that the question of entering into the Park
Expansion and Improvement Loan Agreement be submitted to the registered voters of the City,the
City Council may now authorize the Park Expansion and Improvement Loan Agreement;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 "Fire Equipment Loan Agreement")for the
purpose of paying costs of acquiring a fire truck and equipment;and
WHEREAS,pursuant to Section 384.28 of the Code ofIowa,the City may include any
number or combination of essential and general corporate purposes in a single financing;and
WHEREAS,pursuant to advertisement of sale,bids for the purchase of $1 ,200,000 General
Obligation Corporate Purpose Bonds,Series 2006A (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 UMB Bank,n.a.,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 Essential Corporate Purpose Loan Agreement,the Park Expansion and
Improvement Loan Agreement and the Fire Equipment Loan Agreement are hereby combined,and
the City shall enter into a single loan agreement (the "Loan Agreement")for all of the purposes
referred to in the preamble hereof.
Section 2.The bid referred to in the preamble hereof is hereby accepted,and the City shall
enter into the Loan Agreement with the aforesaid bidder,as purchaser (the "Purchaser"),in
substantially the form as will be presented to the City Council,providing for a loan to the City in
the principal amount of $1,200,000.
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The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement
on behalf ofthe City,and the Loan Agreement is hereby approved.
Section 3.The Bonds,dated February 1,2006,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 Per Annum Year Per Annum
2009 $50,000 3.40%2015 $115,000 3.70%
2010 $95,000 3.45%2016 $120,000 3.75%
2011 $100,000 3.50%2017 $130,000 3.85%
2012 $100,000 3.55%2018 $135,000 3.90%
2013 $105,000 3.60%2019 $140,000 3.95%
2014 $110,000 3.65%
are hereby awarded and authorized to be issued to the Purchaser at the price specified in such bid,
together with accrued interest,in evidence of the City's obligation under the Loan Agreement.
Section 4.The form of agreement of sale of the Bonds to the Purchaser is hereby approved,
and the Mayor and City Clerk are hereby authorized to execute the same 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 City Council;the
Mayor.and City Clerk are hereby authorized and directed to sign the RegistrarlPaying Agent
Agreement on behalf of the City;and the RegistrarlPaying Agent Agreement is hereby approved.
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The City reserves the right to prepay part or all of the Bonds maturing in each of the years
2015 to 2019,inclusive,prior to and in any order of maturity on June 1,2014,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.IAlloftheinterestontheBondsshallbepayablesemiannuallyonthefirstdayofJuneand
December in each year,commencing December 1,2006.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
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books.Principal of the Bonds shall be payable in lawful money of the United States of America
to the registered owners or their legal representatives upon presentation and surrender of the
Bond or Bonds at the office of the Paying Agent.
The Bonds shall be executed on behalf of the City with the official manual or facsimile
signature of the Mayor and attested with the official manual or facsimile signature of the City
Clerk and shall have the City's seal impressed or printed thereon,and shall be fully registered
Bonds without interest coupons.In case any officer whose signature or the facsimile of whose
signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds,
such signature or such facsimile signature shall nevertheless be valid and sufficient for all
purposes,the same as if such officer had remained in office until delivery.
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 ofthe owners of the Bonds shall be kept confidential as provided by
Section 22.7 of the Code oflowa.
Section 5.Notwithstanding anything above to the contrary,the Bonds shall be issued
initially as Depository Bonds,with one fully registered Bond for each maturity date,in principal
amounts equal to the amount of principal maturing on each such date,and registered in the name of
Cede &Co.,as nominee for The Depository Trust Company,New York,New York ("DTC").On
original issue,the Bonds shall be deposited with DTC for the purpose of maintaining a bookentry
system for recording the ownership interests of its participants and the transfer of those interests
among its participants (the "Participants").In the event that DTC determines not to continue to
act as securities depository for the Bonds or the City determines not to continue the book-entry
system for recording ownership interests in the Bonds with DTC,the City will discontinue the
book-entry system with DTC.If the City does not select another qualified securities depository to
replace DTC (or a successor depository)in order to continue a book-entry system,the City will
register and deliver replacement Bonds in the form of fully registered certificates,in authorized
denominations of $5,000 or integral multiples of $5,000,in accordance with instructions from
Cede &Co.,as nominee for DTC.In the event that the City identifies a qualified securities
depository to replace DTC,the City will register and deliver replacement Bonds,fully registered
in the name of such depository,or its nominee,in the denominations as set forth above,as
reduced from time to time prior to maturity in connection with redemptions or retirements by call
or payment,and in such event,such depository will then maintain the bookentry 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
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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 acquired.
Transfers of ownership interests in the Bonds will be accomplished by book entries made by
DTC and the Participants who act on behalf of the Beneficial Owners.Beneficial Owners will not
receive certificates representing their ownership interest in the Bonds,except as specifically
provided herein.Interest and principal will be paid when due by the City to DTC,then paid by
DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners.
Section 6.The Bonds shall be in substantially the following form:
Waukee/419580-43I2od'lz Hrgs/Sale/Iss
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF DALLAS
CITY OF WAUKEE
GENERAL OBLIGATION CORPORATE PURPOSE BOND,
SERIES 2006A
No.$---
RATE MATURITY DATE BOND DATE CUSIP
February 1,2006
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 December 1,
2006,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
2006A (the "Bonds"),issued in the aggregate principal amount of $1,200,000 by the City to
evidence its obligation under a certain loan agreement,dated as of February 1,2006 (the "Loan
Agreement"),for the purpose of providing funds to pay costs of installing traffic signals;
constructing certain street,sidewalk,storm sewer and sanitary sewer improvements;acquiring
land and constructing improvements for a municipal park;and acquiring a fire truck and
equipment,including the refunding of a General Obligation Fire Equipment Loan Agreement
Anticipation Note,dated September 14,2004,issued to pay costs thereof.
The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters
384 and 76 of the Code of Iowa,2005,and all other laws amendatory thereof and supplemental
Waukee/419580-43/2od,1z Hrgs/Sale/Iss
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 of the owners of \1'"
the Bonds.
The City reserves the right to prepay part or all of the Bonds maturing in each of the years
2015 to 2019,inclusive,prior to and in any order of maturity on June 1,2014,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 tins 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 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 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
ofthe City,including this Bond,does not exceed any constitutional or statutory limitations,
IN TESTIMONY WHEREOF,the City of Waukee,Iowa,by its City Council,has caused
this Bond to be sealed with the facsimile of its official seal,to be executed with the duly
authorized facsimile signature of its Mayor and attested with the duly authorized facsimile
signature of its City Clerk,all as of February 1,2006.j
Waukee/41 9580-43/2od11z lIrgs/Salellss
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
This 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
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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
TEN ENT
JTTEN
as tenants in common
-as tenants by the entireties
-as joint tenants with right of
survivorship and not as
tenants in common
UTMA~_
(Custodian)
As Custodian for_----;::-:-;-_-:-_
(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:Siguature 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.)INOTICE:The signature to this Assignment must
correspond with the name of the registered owner as it
appears on this Bond in every particular,without
alteration or enlargement or any change whatever.
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Section 7.The Bonds shall be executed as herein provided as soon after the adoption of this
resolution as may be possible,and thereupon they shall be delivered to the Registrar for
registration,authentication and delivery to the Purchaser,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 8.For the purpose of providing for the levy and collection of a direct annual tax
sufficient to pay the principal of and interest on the Bonds as the same become due,there is hereby
ordered levied on all the taxable property in the City in each of the years while the Bonds are
outstanding,a tax sufficient for that purpose,and in furtherance of this provision,but not in
limitation thereof,there is hereby levied on all the taxable property in the City the following direct
annual tax for collection in each of the following fiscal years,to-wit:
For collection in the fiscal year beginning July 1,2006,
sufficient to produce the net annual sum of$59,170.00;
For collection in the fiscal year beginning July 1,2007,
sufficient to produce the net annual sum of $44,377.50;
For collection in the fiscal year beginning July 1,2008,
sufficient to produce the net annual sum of $94,377 .50;
For collection in the fiscal year beginning July 1,2009,
sufficient to produce the net annual sum of $137,677.50;
For collection in the fiscal year beginning July 1,2010,
sufficient to produce the net annual sum of$139,400.00;
For collection in the fiscal year beginning July 1,2011,
sufficient to produce the net annual sum of$135,900.00;
For collection in the fiscal year beginning July 1,2012,
sufficient to produce the net annual sum of$137,350.00;
For collection in the fiscal year beginning July 1,2013,
sufficient to produce the net annual sum of $138,570.00;
For collection in the fiscal year beginning July 1,2014,
sufficient to produce the net annual sum of $139,555.00;
For collection in the fiscal year beginning July 1,2015,
sufficient to produce the net annual sum of$140,300.00;
For collection in the fiscal year beginning July 1,2016,
sufficient to produce the net annual sum of$145,800.00;
For collection in the fiscal year beginning July 1,2017,
sufficient to produce the net annual sum of$145,795.00;
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For collection in the fiscal year beginning July 1,2018,
sufficient to produce the net annual sum of$145,530.00.
Section 9.A certified copy of this resolution shall be filed with the County Auditor of
Dallas County,and said Auditor is hereby instructed to enter for collection and assess the tax hereby
authorized.When annually entering such taxes for collection,the County Auditor shall include the
same as a part of the tax levy for Debt Service Fund purposes of the City and when collected,the
proceeds of the taxes shall be converted into the Debt Service Fund of the City and set aside therein
as a special account to be used solely and only for the payment of the principal of and interest on the
Bonds hereby authorized and for no other purpose whatsoever.Any amount received by the City as
accrued interest on the Bonds shall be deposited into such special account and used to pay interest
due on the Bonds on the first interest payment date.
Section 10.The interest or principal and both of them falling due in any year or years shall"
if necessary,be paid promptly from current funds on hand in advance of taxes levied and when the
taxes shall have been collected,reimbursement shall be made to such current funds in the sum thus
advanced.
The City hereby pledges the faith,credit,revenues and resources and all of the real and
personal property of the City for the full and prompt payment of the principal of and interest on the
Bonds.
Section 11.It is the intention of the City that interest on the Bonds be and remain excluded
from gross income for federal income tax purposes pursuant to the appropriate provisions of the
Internal Revenue Code of 1986,as amended,and the Treasury Regulations in effect with respect
thereto (all of the foregoing herein referred to as the "Internal Revenue Code").In furtherance
thereof,the City covenants to comply with the provisions of the Internal Revenue Code as they may
from time to time be in effect or amended and further covenants to comply with the applicable
future laws,regulations,published rulings and court decisions as may be necessary to insure that the
interest on the Bonds will remain excluded from gross income for federal income tax purposes.Any
and all of the officers of the City are hereby authorized and directed to take any and all actions as
may be necessary to comply with the covenants herein contained.
The City hereby designates the Bonds as "Qualified Tax Exempt Obligations"as that term
is used in Section 265(b)(3)(B)of the Internal Revenue Code.
Section 12.Continuing Disclosure.The Securities and Exchange Commission (the "SEC")
has promulgated certain amendments to Rule 15c2-l2 under the Securities Exchange Act of 1934
(17 C.F.R.§240.l5c2-l2)(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.
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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
Rule.The City covenants and agrees that it will comply with and carry out the provisions of the
Continuing Disclosure Certificate.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 Rule and the
Continuing Disclosure Agreement
Section 13.All resolutions or parts thereof in conflict herewith are hereby repealed to the
extent of such conflict.
Passed and approved January 9,2006.
Attest:
Jo
ROLL CALL VOTE
Donald L.Bailey,JI.
C.Isaiah McGee
JeffV.Mertz
Darlene Stanton
Mike Watts
AYE
X
X
X
X
X
NAY ABSENT
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