HomeMy WebLinkAbout2010-05-17-Resolutions 10-147_Bonds - URR Series 2010C - IssuanceRESOLUTION 10-147
A RESOLUTION AUTHORlZING AND PROVIDING FOR
THE ISSUANCE AND SECURlNG THE PAYMENT OF
$1,590,000 URBAN RENEWAL REVENUE BONDS,SERIES
2010C,OF THE CITY OF WAUKEE,STATE OF IOWA,
UNDER THE PROVISIONS OF THE CITY CODE OF IOWA,
AND PROVIDING FOR A METHOD OF PAYMENT OF THE
BONDS
WHEREAS,the City Council of the City of Waukee,Iowa,sometimes hereinafter
referred to as "Issuer,did heretofore adopt urban renewal plans by resolutions of this
Council for the Hickman West Urban Renewal Area,in 1988,for the Enterprise Business
Park Urban Renewal Area,in 1995,and for the Waukee Urban Renewal Area,in 2000.
By Resolution 04-272,dated December 20,2004,the Council amended each of the
above-named plans to consolidate the areas into a single consolidated Urban Renewal
Area (the "Urban Renewal Area"),which plan authorizes the undertaking of urban
renewal projects in accordance therewith and Chapter 403 of the Coe ofIowa;and
WHEREAS,it is presently estimated that the costs of carrying out the purposes
and provisions of an urban renewal project,including the purpose set forth in Section 3
hereof,exceed $6,000,000 and,in conjunction with an I-JOBS grant from the State of
Iowa for the project,and other general obligation debt of the City,provisions must now
be made by the City to provide for the payment of such additional costs by the issuance
of the Bonds contemplated herein;and
WHEREAS,the City did,on various dates,adopt Ordinance Nos.2204,2334,
2344,2388,2398,2409,2475,and 2604 (the "Ordinances"),under which the taxes levied
on the taxable property in the Urban Renewal Area shall be divided,and a special fund
created under the authority of Section 403.19(2)of the Code ofIowa,as amended,(which
special fund is hereinafter referred to as the "Waukee Urban Renewal Plan Area Revenue
Fund"or the "Revenue Fund")which fund is created in order to pay the principal of and
interest on loans,monies advanced to or indebtedness whether funded,refunded,
assumed,or otherwise,including bonds issued under the authority of Section 403.9(1)of
the Code of Iowa,as amended,incurred by the City to finance or refinance in whole or in
part authorized urban renewal projects in the consolidated Waukee Urban Renewal Plan
Area,and pursuant to which Ordinances such Revenue Fund may be irrevocably pledged
by the City for the payment of principal and interest on such indebtedness;and
WHEREAS,the notice of intention of the City to take action for the issuance of
not to exceed $1,650,000 Urban Renewal Revenue Bonds,Series 2010C has heretofore
been duly published and no objections to such proposed action have been filed and it is
now necessary and advisable that provisions be made for the issuance of Bonds to the
amount of$1,590,000 pursuant to the provisions of Section 403.9(1)of the Code ofIowa,
payable solely from the income and proceeds of the Waukee Urban Renewal Plan Area
Revenue Fund and revenues and other funds of the City derived from or held in
connection with the undertaking and carrying out of an urban renewal project in the
consolidated Waukee Urban Renewal Plans Project Area as described herein.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WAUKEE,IN THE COUNTY OF DALLAS,STATE OF IOWA:
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 "Additional Bonds"shall mean any urban renewal revenue bonds or notes
issued on a parity with the Bonds in accordance with the provisions of this
Resolution.
o "Authorized Denominations"shall mean $5,000 or any integral multiple
thereof.
[J "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.
o "Bonds"shall mean $1,590,000 Urban Renewal Revenue Bonds,Series
20l0C,authorized to be issued by this Resolution.
o "Cede &Co."shall mean Cede &Co.,the nominee ofDTC,and any
successor nominee ofDTC with respect to the Bonds.
[I "Clerk"shall mean the City Clerk,or such other officer of the successor
Goveming Body as shall be charged with substantially the same duties and
responsibilities.
o "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.
o "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.
o "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.
o "Fiscal Year"shall mean the twelve-month period beginning on July 1 of
each year and ending on the last day of June of the following year,or any other
consecutive twelve-month period adopted by the Governing Body or by law as the
official accounting period of the System.Requirements of a Fiscal Year as
expressed in this Resolution shall exclude any payment of principal or interest
falling due on the first day of the Fiscal Year and include any payment of principal
or interest falling due on the first day of the succeeding Fiscal Year.
D "Governing Body"shall mean the City Council of the City,or its successor
in function with respect to the operation and control of the System.
D "Independent Auditor"shall mean an independent firm of Certified Public
Accountants or the Auditor of State.
o "Issuer"and "City"shall mean the City of Waukee,State ofIowa.
o "Original Purchaser"shall mean the purchaser of the Bonds from Issuer at
the time of their original issuance.
D "Parity Bonds"shall mean urban renewal revenue bonds,notes,or
obligations,payable solely from the Tax Increment Revenues of the Project Area
on an equal basis with the Bonds herein authorized to be issued,and shall include
Additional Bonds as authorized to be issued under the terms of this Resolution.
Outstanding Bonds include the City's tax increment rebate obligations incurred
under existing development agreements.
D "Participants"shall mean those broker-dealers,banks and other financial
institutions for which DTC holds Bonds as securities depository.
o "Paying Agent"shall mean Bankers Trust Company,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.
D "Permitted Investments"shall mean any investments permitted in Iowa
Code chapter 12B or section 12C.9.All interim investments must mature before
the date on which the moneys are required for payment of principal and interest on
the Notes or project costs.
D "Project"shall mean paying costs of aiding in the planning,undertaking
and carrying out of an urban renewal project,including the construction and
equipping of a public works facility,with related site improvements within the
Urban Renewal Area.
D "Project Area"or "Urban Renewal Project Area"shall mean the
consolidated Waukee Urban Renewal Plans Project Area of the Issuer and all
properties of every nature hereinafter owned by the Issuer comprising part of or
used as a part of the Project,including all improvements and extensions made by
Issuer while any of the Bonds or Parity Obligations remain outstanding;all real
and personal property;and all appurtenances,contracts,leases,franchises and
other intangibles.
D "Project Fund"shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Bonds.
D "Registrar"shall mean Bankers Trust Company 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 on file with DTC.
D "Reserve Fund Requirement"shall mean an amount equal to the lesser of
(a)the maximum annual amount of the principal and interest coming due on the
Bonds and Parity Bonds;(b)10%of the stated principal amount of the Bonds and
Parity Bonds or (c)125%of the average annual principal and interest coming due
on the Bonds and Parity Bonds.For purposes of this definition:(1)"issue price"
shall be substituted for "stated principal amount"for issues with original issue
discount or original issue premium of more than a de minirnus amount and (2)
stated principal amount shall not include any portion of an issue refunded or
advance refunded by a subsequent issue.
D "Resolution"shall mean this resolution authorizing the issuance of the
Bonds.
D "System"shall mean the public works utility of the Issuer and all properties
of every nature hereinafter owned by the Issuer comprising part of or used as a
part of the System,including all improvements and extensions made by Issuer
while any of the Bonds or Parity Bonds remain outstanding;all real and personal
property;and all appurtenances,contracts,leases,franchises and other intangibles.
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 "Tax Increment Revenues"of the Project Area shall mean the special tax
fund created by the Ordinance and authorized by Section 403.19(2)of the Code of
Iowa."Net Revenues"of the Project Area shall mean the Tax Increment Revenues
of the Project Area,interest earned upon investment of the Sinking Fund and to the
extent appropriated by the Issuer to the payment of the Bonds,such other revenues
and funds of the Issuer as are derived from or held in connection with the Urban
Renewal Project Area.
D "Treasurer"shall mean the Director of Finance 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.
D "Urban Renewal Area"shall mean the consolidated Waukee Urban
Renewal Plans Project Areas,as approved by this Council previously,which may
be amended from time to time in accordance with Chapter 403 of the Code of
Iowa.
D "Yield Restricted"shall mean required to be invested at a yield that is not
materially higher than the yield on the Bonds under section 148(a)of the Internal
Revenue Code or regulations issued thereunder.
Section 2.Authoritv.The Bonds authorized by this Resolution shall be issued
pursuant to Section 403.9 of the Code ofIowa,and in compliance with all applicable
provisions of the Constitution and laws of the State ofIowa.
Section 3.Authorization and Purpose.There are hereby authorized to be issued,
negotiable,serial,fully registered Urban Renewal Revenue Bonds of the City,in the
County of Dallas,State ofIowa,Series 2010,in the aggregate amount of$1,590,000 for
the purpose of paying costs of aiding in the planning,undertaking and carrying out of an
urban renewal project,including the construction and equipping of a public works
facility,with related site improvements within the Urban Renewal Area.
Section 4.Somce of Payment.The Bonds herein authorized and Parity Bonds and
the interest thereon shall be payable solely and only out of the revenues of the Urban
Renewal Project Area,including the Tax Increment Revenues.The Issuer hereby pledges
the Tax Increment Revenues,which shall be a first lien on the future Tax Increment
Revenues ofthe along with Parity Bonds.The Bonds shall not be general obligations of
the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in
no manner liable by reason of the failure of the Tax Increment Revenues to be sufficient
for the payment of the Bonds.The Bonds are hereby declared to be issued for essential
public and governmental purposes for qualified urban renewal projects.
The Bonds shall recite in substance that they have been issued by the City in
connection with an urban renewal project as defmed by Chapter 403 of the Code ofIowa,
and in any suit,action or proceeding involving the validity or enforceability of any bond
issued hereunder or the security therefor,such Bonds shall be conclusively deemed to
have been issued for such purpose and such project shall be conclusively deemed to have
been planned,located and carried out in accordance with the provisions of Chapter 403 of
the Code of Iowa.
Section 5.Bond Details.Urban Renewal Revenue Bonds ofthe City in the amount
of $1 ,590,000 shall be issued pursuant to the provisions of Section 403.9 of the City Code
of Iowa for the aforesaid purpose,The Bonds shall be designated "URBAN RENEWAL
REVENUE BOND,SERIES 201 OC",be dated June 2,2010,and bear interest from the
date thereof,until payment thereof,at the office of the Paying Agent,the interest payable
on December 1,2010 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 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 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:
Principal Interest Maturity
Amount Rate June 1
$120,000 2.000%2011
$125,000 2.000%2012
$130,000 2.500%2013
$135,000 3.000%2014
$135,000 3.000%2015
$140,000 3.000%2016
$145,000 3.200%2017
$155,000 3.400%2018
$160,000 3.600%2019
$170,000 3.800%2020
$175,000 3.900%2021
Section 6.Redemption.Bonds maturing after June 1,2018,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 ofredemption 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.
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 ofDTC 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,any 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 DIC 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 of this
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.
(c)Upon (i)a determination by the Issuer that DTC is no longer able to carry
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 form,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 l7A 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.
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 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 384.83(5)
of the 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 SUll1 or SUll1S so paid.
(e)Cancellation.All Bonds which have been redeemed shall not be
reissued but 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
furnished promptly to the Issuer;provided that if the Issuer shall so direct,the
Registr-ar 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 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 natnre
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 matnrity,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.
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 of like 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 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 Bond,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 Bonds to the extent of the payments so made.
Payment of principal shall only be made upon surrender of the Bond to the Paying Agent.
Section 11.Execution,Authentication and Delivety 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 Original 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:
•A certified copy of the resolution ofIssuer authorizing the issuance of the Bonds.
•A written order ofIssuer signed by the Treasurer directing the authentication and
delivery of the Bonds to or upon the order of the Original Purchaser upon payment
of the purchase price as set forth therein.
•The opinion of Ahlers &Cooney,P.e.,Bond Counsel,affirming 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.
Section 13.Form of Bond.Bonds 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 Bond)
I (11)(12)(13)I I (14)I I (15)I
FIGURE 1
(Front)
(10)
(Continued)
(16)
FIGURE 2
(Back)
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 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 WAUKEE"
"URBAN RENEWAL REVENUE BOND"
"SERlES 201 OC"
Rate:_
Maturity:_
Bond Date:June 2,2010
CUSIP No.:_
"Registered"
Certificate No._
Principal Amount:$_
Item 9,figure 1 =The City of Waukee,State ofIowa,a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of
Iowa (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 ()
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 TlUSt Company,Paying Agent of this issue,or its successor,with interest on the
sum from the date hereof until paid at the rate per aunum specified above,payable on
December 1,2010,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 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.
This Bond is issued pursuant to the provisions of Section 403.9 of the City Code
of Iowa,as amended,for the purpose of paying costs of aiding in the planning,
undertaking and carrying out of an urban renewal project,including the construction and
equipping of a public works facility,with related site improvements,in the consolidated
Waukee Urban Renewal Area of the City,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 any certificate issued is
registered in the name of Cede &Co.or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede &Co.or to such other Issuer 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 1,2018,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 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,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
384.83(5)of the Code ofIowa,subject to the provisions for registration and transfer
contained in the Bond Resolution.
This Bond and the series of which it forms a part and any additional bonds or
notes which may be hereafter issued and outstanding from time to time on a parity with
the Bonds,as provided in the Bond Resolution of which notice is hereby given and is
hereby made a part hereof,are payable from and secured by a pledge ofthe Tax
Increment Revenues of the consolidated Waukee Urban Renewal Area (the "Project
Area"),as defined and provided in the Resolution,including the fund and portion of taxes
to be paid into such fund as referred to and authorized by Section 403.19 of the Code of
Iowa,as amended.There has heretofore been established and the City covenants and
agrees that it will maintain in force the Ordinance providing for the division of
incremental taxes within the Project Area,and the establishment of a sufficient sinking
fund to meet the principal of and interest on this series of Bonds,and other bonds ranking
on a parity therewith,as the same become due.This Bond is not payable in any manner
by taxation and under no circumstances shall the City be in any manner liable by reason
of the failure of the net eamings to be sufficient for the payment hereof.
This Bond and the series of which it forms has been issued by the City in
connection with an urban renewal project as defined in Chapter 403 of the Code ofIowa,
and in any suit,action or proceeding involving the validity or enforceability of any bond
issued herennder or the security therefor,such Bonds shall be conclusively deemed to
have been issued for such purpose and such project shall be conclusively deemed to have
been planned,located and carried out in accordance with the provisions of Chapter 403 of
the Code ofIowa.
This Bond is a "qualified tax-exempt obligation"designated by the City for
purposes of Section 265(b )(3)(B)of the Intemal Revenue Code of 1986,as amended.
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.
IN TESTIMONY WHEREOF,the City by its City Council has caused this Bond
to be signed by the manual signature of its Mayor and attested by the manual signature of
its Clerk,with the seal of the City printed or impressed hereon,and authenticated by the
manual signature of an authorized representative of the Registrar,Bankers Trust
Company,Des Moines,Iowa.
Item 11,figure 1 =
Item 12,figure 1
Date of authentication:
This is one of the Bonds described in the within mentioned
Resolution,as registered by Bankers Trust Company
BANKERS TRUST COMPANY,Registrar
By:_
Authorized Signature
Item 13,figure 1 Registrar and Transfer Agent:Bankers Trust Company
Paying Agent:Bankers Trust Company
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14,figure 1 =(Seal)
Item 15,figure 1 =(Signature Block)
CITY OF WAUKEE,STATE OF IOWA
By:-"(m=anool=Ia::oI-"s""ign=atur=e~)'____
Mayor
ATTEST:
By:-"(m=aroolu=a::ol-"s""ign=a=tur~e)'____
City Clerk
Item 16,figure 1 =(Assignment Block)
(Information Required for Registration)
ASSIGNMENT
For value received,the undersigned hereby sells,assigns and transfers unto
____________(Social Security or Tax Identification No.
_______)the within Bond and does hereby irrevocably constitute and appoint
____________attomey in fact to transfer the said 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 signature(s)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 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 guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)-----:--::-----,-_
Social Security or Tax Identification
Number of Transferee(s)_
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 common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with rights 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 ABBREVIA nONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
Section 14.Equality of Lien.The timely payment of principal of and interest on
the Bonds and Parity Bonds shall be secured equally and ratably by the Tax Increment
Revenues of the System without priority by reason of number or time of sale or delivery;
and the Tax Increment Revenues of the System are hereby irrevocably pledged to the
timely payment of both principal and interest as the same become due.
Section 15.Application of Bond Proceeds -Project Fund.Proceeds of the Bonds
shall be applied as follows:
An amount equal to accrued interest shall be deposited in the Sinking Fund
for application to the first payment of interest on the Bonds.
An amount equal to $159,000 shall be deposited in the Reserve Fund.
The balance of the proceeds shall be deposited to the Project Fund and
expended therefrom for the purposes of issuance.
The Project Fund shall be invested in accordance with Section 18 of this
Resolution.Eamings on investments of the Project Fund shall be deposited in and
expended from the Project Fund.Any amounts on hand in the Project Fund shall be
available for the payment of the principal of or interest on the Bonds at any time that
other funds of the System 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,the Internal Revenue Code and this
Resolution.
Section 16.Debt Certification.After its adoption,a copy of this Resolution shall
be filed in the office of the County Auditor of Dallas County to evidence the pledging of
the Waukee Urban Renewal Plan Area Revenue Fund and the portion oftaxes to be paid
into such fund and,pursuant to the direction of Section 403.19 of the Code ofIowa,the
Auditor shall thereafter allocate the taxes in accordance therewith and in accordance with
the Ordinance referred to in the preamble hereof.
It is hereby certified that,subject to such limitations as provided by in Section
403.19 ofthe Code ofIowa,the annual amount to be certified on or before December 1
each year for collection in incremental taxes pursuant to Section 403.19(2)ofthe Code of
Iowa,shall be not less than the maximum amount so collectible,as follows:
Amount
Collectible
Fiscal Year (July 1 to June 30)
Year of Collection
$169,278
$172,005
$174,505
$176,255
$172,205
$173,155
$173,955
$179,315
$179,045
$183,285
$181,825
2010/11
2011/12
2012/13
2013/14
2014/15
2015/16
2016/17
2017/18
2018/19
2019120
2020/21
Section 17.Application of Revenues.From and after the delivery of any Bonds,
and as long as any of the Bonds or Parity Bonds shall be outstanding and unpaid either as
to principal or as to interest,or until all of the Bonds and Parity Bonds then outstanding
shall have been discharged and satisfied in the manner provided in this Resolution,the
income and tax increment revenues of the Project Area shall be deposited as collected in
a fund to be known as the Urban Renewal Area Revenue Fund (the "Revenue Fund"),and
shall be disbursed only as follows:
(a)Sinking Fund.There is hereby established and shall be maintained a
separate and special fund to pay the principal and interest requirements of the
Fiscal Year on the Bonds and Parity Bonds.The fund shall be known as the Urban
Renewal Area Revenue Bond and Interest Sinking Fund (the "Sinking Fund''},The
required amount to be deposited in the Sinking Fund in any year shall be the
amount necessary to pay in full the installment of interest coming due on the next
interest payment date on the then outstanding Bonds and Parity Bonds plus the
equal monthly amount necessary to pay in full the installment of principal coming
due on such Bonds and Parity Bonds on the next succeeding principal payment
date until the full amount of such installment is on hand.If for any reason the
amount on hand in the Sinking Fund exceeds the required amount,the excess shall
forthwith be withdrawn and paid into the Revenue Fund.Money in the Sinking
Fund shall be used solely for the purpose of paying principal of and interest on the
Bonds and Parity Bonds as the same shall become due and payable.
(b)Reserve Fund.Money in the Revenue Fund shall next be disbursed to
maintain a debt service reserve in an amount equal to the Reserve Fund
Requirement.Such fund shall be known as the Urban Renewal Revenue Debt
Service Reserve Fund (the "Reserve Fund").In each month there shall be
deposited in the Reserve Fund an amount equal to 25 percent ofthe amount
required by this Resolution to be deposited in such month in the Sinking Fund;
provided,however,that when the amount on deposit in the Reserve Fund shall be
not less than the Reserve Fund Requirement,no further deposits shall be made into
the Reserve Fund except to maintain such level,and when the amount on deposit
in the Reserve Fund is greater than the balance required above,such additional
amounts shall be withdrawn and paid into the Revenue Fund.Money in the
Reserve Fund shall be used solely for the purpose of paying principal at maturity
of or interest on the Bonds and Parity Bonds for the payment of which insufficient
money shall be available in the Sinking Fund.Whenever it shall become necessary
to so use money in the Reserve Fund,the payments required above shall be
continued or resumed until it shall have been restored to the required minimum
amount.At closing,the amount of $159,000 shall be deposited into the Reserve
Fund from proceeds to satisfy the Reserve Fund Requirement.
(c)Subordinate Obligations.Money in the Revenue Fund may next be used
to pay principal of and interest on (including reasonable reserves therefor)any
other obligations which by their terms shall be payable from the revenues of the
System,but subordinate to the Bonds and Parity Bonds,and which have been
issued for the purposes of extensions and improvements to the System or to retire
the Bonds or Parity Bonds in advance of maturity,or to pay for extraordinary
repairs or replacements to the System.
(e)Surplus Revenue.All money thereafter remaining in the Revenue Fund
at the close of each month may be deposited in any of the funds created by this
Resolution,may be used to pay for extraordinary repairs or replacements to the
System,or may be used to payor redeem the Bonds or Parity Bonds or any of
them,or for any lawful purpose.
Money in the Revenue Fund shall be allotted and paid into the various funds and
accounts hereinbefore referred to in the order in which the funds are listed,on a
cumulative basis on the lOth day of each month,or on the next succeeding business day
when the 10th shall not be a business day;and if in any month the money in the Revenue
Fund shall be insufficient to deposit or transfer the required amount in any ofthe funds or
accounts,the deficiency shall be made up in the following month or months after
payments into all funds and accounts enjoying a prior claim to the revenues shall have
been met in full.The provisions of this Section shall not be construed to require the
Issuer to maintain separate bank accounts for the funds created by this Section;except the
Sinking Fund and the Reserve Fund shall be maintained in a separate account but may be
invested in conjunction with other funds of the City but designated as a Ul1Stfund on the
books and records of the City.
Section 18.Investments.All of the funds provided by this Resolution may be
invested only in Permitted Investments or deposited in fmancial institutions which are
members of the Federal Deposit Insurance Corporation or its equivalent successor,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
fmancial institution shall be continuously secured in compliance with Chapter 12C of the
Code ofIowa,2009,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 the
purposes for which the fund was created or otherwise as herein provided but in no event
maturing in more than three years in the case of the Reserve Fund.
All income derived from such investments shall be deposited in the Revenue Fund
and shall be regarded as revenues of the Project Area.Investments shall at any time
necessary be liquidated and the proceeds thereof applied to the purpose for which the
respective fund was created.
Section 19.Covenants Regarding the Operation of the System.The Issuer hereby
covenants and agrees with each and every holder of the Bonds and Parity Bonds:
(a)Maintenance in Force.That the Issuer will maintain the Urban Renewal
Project Area and the Ordinance in force and will annually certify
indebtedness for the Project Area and cause the Tax Increment Revenues to
be levied,collected and applied as provided in this Resolution.Provided,
however,that to the extent that amounts are on hand and are sufficient to
meet the payments required to be made and to maintain a sufficient balance
in each fund as required by this Resolution,the Issuer may abate the
certification and levy of incremental taxes in any year.
(b)Accounting and Audits.The Issuer will cause to be kept proper books and
accounts adapted to the Project Area and in accordance with generally
accepted accounting practices,and will cause the books and accounts to be
audited annually not later than 270 days after the end of each fiscal year by
an independent auditor and will make generally available to the holders of
any of the Bonds and Parity Obligations,the balance sheet and the
operating statement of the Project Area as certified by such auditor.The
Original Purchaser and holders of any of the Bonds and Parity Obligations
shall have at all reasonable times the right to inspect the Project Area and
the records,accounts and data of the Issuer relating thereto.It is further
agreed that if the Issuer shall fail to provide the audits and reports required
by this subsection,the Original Purchaser or the holder or holders of 25
percent of the outstanding Bonds and Parity Obligations may cause such
audits and reports to be prepared at the expense of the Issuer.The audit
reports required by this Section shall include,but not be limited to,the
following information:
(i)A statement of tax fund revenues and current expenditures;
(ii)Analyses of each fund and account created hereunder,including
deposits,withdrawals and beginning and ending balances;
(iii)The tax rates in effect during the fiscal year,and the use of the
Project;and
(iv)A general statement covering any events or circumstances which are
perceived to affect the financial status of the Project and the Bonds.
(c)State Laws.The Issuer will faithfully and punctually perform all duties
with reference to the Project Area required by the Constitution and laws of
the State ofIowa,including the certification and collecting of indebtedness
for the Project Area as above provided,and will segregate the revenues of
the Project Area and apply said revenues to the funds specified in this
Resolution.
(d)The Issuer reserves the right to amend the Proj ect Area in its lawful
discretion.Provided,the Issuer may amend the Project Area by merging or
combining with another such project area,but if both project areas have
obligations outstanding payable from incremental taxes,the combined tax
increment revenues of the project areas for the fiscal year in which the
action takes place,computed on the same basis as provided in Section
21 (b )(i)of this Resolution,shall be at least equal to 1.25 times the
maximum combined debt service of the project areas in any fiscal year.
The terms of merger of project areas may provide that the obligations of the
combined project area,having the same lien position as existed in the
separate project areas.In no event shall obligations resulting from a merger
have any priority over the Bonds or Parity Bonds.
Section 20.Remedies of Bondholders.Except as herein expressly limited the
holder or holders of the Bonds and Parity Bonds shall have and possess all the rights of
action and remedies afforded by the common law,the Constitution and statutes of the
State ofIowa,and of the United States of America,for the enforcement of payment of
their Bonds and interest thereon,and of the pledge of the revenues made hereunder,and
of all covenants of the Issuer hereunder.
Section 21.Prior Lien and Parity Bonds.The Issuer will issue no other Bonds or
obligations of any kind or nature payable from or enjoying a lien or claim on the property
or revenues of the Project Area having priority over the Bonds or Parity Bonds.
Additional Bonds may be issued on a parity and equality of rank with the Bonds
with respect to the lien and claim of such Additional Bonds to the tax increment revenues
of the Project Area and the money on deposit in the funds adopted by this Resolution,for
the following purposes and under the following conditions,but not otherwise:
(a)For the purpose of refunding any of the Bonds or Parity Bonds which
shall have matured or which shall mature not later than three months after the date
of delivery of such refunding bonds and for the payment of which there shall be
insufficient money in the Sinking Fund and the Reserve Fund;
(b)For the purpose ofrefunding any Bonds,Parity Bonds or general
obligation bonds outstanding,or making extensions,additions,improvements or
replacements to the System,if all of the following conditions shall have been met:
(i)before any such Additional Bonds ranking on a parity are issued,
there will have been procured and filed with the Clerk,a statement of an
Independent Auditor or independent financial consultant,not a regular
employee of the Issuer,reciting the opinion based upon necessary
investigations that the Tax Increment Revenues of the Project Area for the
Fiscal Year (in which the certificate is prepared)were equal to at least 1.25
times the maximum amount that will be required in any Fiscal Year prior to
the longest maturity of any of the Bonds or Parity Bonds for both principal
of and interest on all Bonds or Parity Bonds then outstanding which are
payable from the revenues of the Project Area,including the Tax Increment
Revenues,and the Additional Bonds then proposed to be issued.
(ii)the Additional Bonds must be payable as to principal and as to
interest on the same month and day as the Bonds herein authorized.
Section 22.Disposition of Bond Proceeds;Arbitrage Not Permitted,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 Section l48(a)and (b)of the Internal
Revenue Code of the United States,and that throughout the term of the Bonds it will
comply with the requirements of the statute 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 manner 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.
The Issuer covenants that it will treat as Yield Restricted any proceeds of the
Bonds remaining unexpended after three years from the issuance and any other funds
required by the Tax Exemption Certificate to be so treated.If any investments are held
with respect to the Bonds and Parity Bonds,the Issuer shall treat the same for the purpose
of restricted yield as held in proportion to the original principal amounts of each issue.
The Issuer covenants that it will exceed any investment yield restriction provided
in this Resolution only in the event that it shall first obtain an opinion of recognized bond
counsel that the proposed investment action will not cause the Bonds to be classified as
arbitrage bonds under Section l48(a)and (b)of the Internal Revenue Code or regulations
issued thereunder.
The Issuer covenants that it will proceed with due diligence to spend the proceeds
of the Bonds for the purpose set forth in this Resolution.The Issuer further covenants that
it will make no change in the use of the proceeds available for the construction of
facilities or change in the use of ally portion of the facilities constructed therefrom by
persons other than the Issuer or the general public unless it has obtained an opinion of
bond counselor a revenue ruling that the proposed project or use will not be of such
character as to cause interest on any of the Bonds not to be exempt from federal income
taxes in the hands of holders other than substantial users ofthe project,under the
provisions of Section 142(a)of the Internal Revenue Code of the United States,related
statutes and regulations.
Section 23.Additional Covenants,Representations and Warranties 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 Stuns 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,fmancial advisors,attorneys and other persons to assist the
Issuer in such compliance.
Section 24.Qualified Tax-Exempt Obligations.For the sole purpose of qualifying
the Bonds as "Qualified Tax-Exempt Obligations"pursuant to Section 265(b)of the
Internal Revenue Code of the United States,as amended,the Issuer designates the Bonds
as qualified tax-exempt obligations and represents that the reasonably anticipated amount
of tax-exempt governmental obligations which will be issued during the current calendar
year will not exceed thirty (30)Million Dollars.
Section 25,Discharge and Satisfaction of Bonds.The covenants,liens and pledges
entered into,created or imposed pursuant to this Resolution may be fully discharged and
satisfied with respect to the Bonds and Parity Bonds,or any of them,in anyone or more
of the following ways:
(a)By paying the Bonds or Parity Bonds when the same shall become due
and payable;and
(b)By depositing in trust with the Treasurer,or with a corporate trustee
designated by the Governing Body for the payment of the obligations and
irrevocably appropriated exclusively to that purpose an amount in cash or direct
obligations of the United States the maturities and income of which shall be
sufficient to retire at maturity,or by redemption prior to maturity on a designated
date upon which the obligations may be redeemed,all of such obligations
outstanding at the time,together with the interest thereon to maturity or to the
designated redemption date,premiums thereon,if any that may be payable on the
redemption of the same;provided that proper notice of redemption of all such
obligations to be redeemed shall have been previously published or provisions
shall have been made for such publication.
Upon such payment or deposit of money or securities,or both,in the amount and
manner provided by this Section,all liability of the Issuer with respect to the Bonds or
Parity Bonds shall cease,determine and be completely discharged,and the holders
thereof shall be entitled only to payment out of the money or securities so deposited.
Section 26.Resolution a Contract.The provisions of this Resolution shall
constitute a contract between the Issuer and the holder or holders of the Bonds and Parity
Bonds,and after the issuance of any of the Bonds no change,variation or alteration of
any kind in the provisions of this Resolution shall be made in any maimer,except as
provided in the next succeeding Section,until such time as all of the Bonds and Parity
Bonds,and interest due thereon,shall have been satisfied and discharged as provided in
this Resolution.
Section 27.Amendment of Resolution Without Consent.The Issuer may,without
the consent of or notice to any of the holders of the Bonds and Parity Bonds,amend or
supplement this Resolution for anyone or more of the following purposes:
(a)to cure any ambiguity,defect,omission or inconsistent provision in this
Resolution or in the Bonds or Parity Bonds;or to comply with any application
provision oflaw or regulation of federal or state agencies;provided,however,that
such action shall not materially adversely affect the interests of the holders of the
Bonds or Parity Bonds;
(b)to change the terms or provisions of this Resolution to the extent
necessary to prevent the interest on the Bonds or Parity Bonds from being
includable within the gross income of the holders thereof for federal income tax
purposes;
(c)to grant to or confer upon the holders of the Bonds or Parity Bonds any
additional rights,remedies,powers or authority that may lawfully be granted to or
conferred upon the holders of the Bonds;
(d)to add to the covenants and agreements of the Issuer contained in this
Resolution other covenants and agreements of,or conditions or restrictions upon,
the Issuer or to surrender or eliminate any right or power reserved to or conferred
upon the Issuer in this Resolution;or
(e)to subject to the lien and pledge ofthis Resolution additional pledged
revenues as may be permitted by law.
Section 28.Amendment of Resolution Requiring Consent.This Resolution may be
amended from time to time if such amendment shall have been consented to by holders of
not less than two-thirds in principal amount of the Bonds and Parity Bonds at any time
outstanding (not including in any case any Bonds which may then be held or owned by or
for the account of the Issuer,but including such Refunding Bonds as may have been
issued for the purpose of refunding any of such Bonds if such Refunding Bonds shall not
then be owned by the Issuer);but this Resolution may not be so amended in such manner
as to:
(a)Make any change in the maturity or interest rate of the Bonds,or modify
the terms of payment of principal of or interest on the Bonds or any of them or
impose any conditions with respect to such payment;
(b)Materially affect the rights of the holders ofless than all of the Bonds
and Parity Bonds then outstanding;and
(c)Reduce the percentage of the principal amount of Bonds,the consent of
the holders of which is required to effect a further amendment.
Whenever the Issuer shall propose to amend this Resolution under the provisions
of this Section,it shall cause notice of the proposed amendment to be filed with the
Original Purchaser and to be mailed by certified mail to each registered owner of any
Bond as shown by the records of the Registrar.Such notice shall set forth the nature of
the proposed amendment and shall state that a copy of the proposed amendatory
Resolution is on file in the office ofthe City Clerk.
Whenever at any time within one year from the date of the mailing of the notice
there shall be filed with the City Clerk an instrument or instruments executed by the
holders of at least two-thirds in aggregate principal amount of the Bonds then outstanding
as in this Section defined,which instrument or instruments shall refer to the proposed
amendatory Resolution described in the notice and shall specifically consent to and
approve the adoption thereof,thereupon,but not otherwise,the Governing Body of the
Issuer may adopt such amendatory Resolution and such Resolution shall become
effective and binding upon the holders of all of the Bonds and Parity Bonds.
Any consent given by the holder of a Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the instrument
evidencing such consent and shall be conclusive and binding upon all future holders of
the same Bond during such period.Such consent may be revoked at any time after six
months from the date of such instrument by the holder who gave such consent or by a
successor in title by filing notice of such revocation with the City Clerk.
The fact and date of the execution of any instrument under the provisions of this
Section may be proved by the certificate of any officer in any jurisdiction who by the
laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that
the person signing such instrument acknowledged before him the execution thereof,or
may be proved by an affidavit of a witness to such execution sworn to before such
officer.
The amount and numbers of the Bonds held by any person executing such
instrument and the date of his holding the same may be proved by an affidavit by such
person or by a certificate executed by an officer of a bank or trust company showing that
on the date therein mentioned such person had on deposit with such bank or trust
company the Bonds described in such certificate.
Section 29.Severability.If any section,paragraph,or provision of this Resolution
shall be held to be invalid or unenforceable for any reason,the invalidity or
unenforceability of such section,paragraph or provision shall not affect any of the....remammg provisions.
Section 30.Continuing Disclosure.The Issuer hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate,and the provisions of the Continuing Disclosure Certificate are hereby
approved and incorporated by reference as part of this Resolution and made a part hereof
and the Mayor and the City Clerk are hereby authorized to execute and deliver the same
at issuance of the Bonds.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 of this 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 Bonds (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.
Section 31.Repeal of Conflicting Ordinances or Resolutions and Effective Date.
All other ordinances,resolutions and orders,or parts thereof,in conflict with the
provisions of this Resolution are,to the extent of such conflict,hereby repealed;and this
Resolution shall be in effect from and after its adoption.
PASSED AND APPROVED this 17th day of May,2010.
ATTEST:
ROLL CALL VOTE
Shane Blanchard
Dan Dutcher
Casey L.Harvey
Darlene Stanton
Mike Watts
AYE
X
X
X
X
NAY ABSENT ABSTAIN
X