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HomeMy WebLinkAbout2010-07-12-Resolutions 10-207_WRA Clarification - Bonding AuthorityRESOLUTION 10-207 RESOLUTION RATIFYING AND CONFIRMING RESOLUTION 05- 220,APPROVED NOVEMBER 21,2005,AUTHORIZING THE APPROVAL AND EXECUTION AND DELIVERY OF A SUPPLEMENT TO THE AMENDED AND RESTATED AGREEMENT FOR THE DES MOINES METROPOLITAN WASTEWATER RECLAMATION AUTHORITY,CONSENTING TO AND RATIFYING AND CONFIRMING THE ISSUANCE OF BONDS BY THE BOARD OF THE DES MOINES METROPOLITAN WASTEWATER RECLAMATION AUTHORITY FOR THE PURPOSE OF CONSTRUCTING IMPROVEMENTS UNDER THE TERMS OF SAID AGREEMENT,AND RELATED MATTERS WHEREAS,the Cities of Altoona,Ankeny,Bondurant,Clive,Des Moines, Johnston,Norwalk,Pleasant Hill and West Des Moines,and Polk County,Warren County,the Urbandale Sanitary Sewer District,the Urbandale-Windsor Heights Sanitary District,Greenfield Plaza/Hills of Coventry Sanitary District,Cumming,Waukee and Polk City(together,the "Participating Communities")are parties to an Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Reclamation Authority effective as of July 1,2004 (the "Agreement");and WHEREAS,the Agreement,among other things,establishes the Des Moines Metropolitan Wastewater Reclamation Authority (the "WRA")as a separate legal entity, describes the Improvements to be constructed and the Bonds proposed to be issued by the Board of the WRA for the purpose of acquiring and constructing the same,and provides a means of allocating the budgeted costs of the WRA to each of the Participating Communities;and WHEREAS,on November 21,2005 by Resolution 05-220,the City Council of Waukee,approved the Supplement (the "Supplement")to the WRA Agreement admitting Waukee as a Participating Community of the WRA effective July 1,2007;and WHEREAS,specific consent for issuance of bonds was not included in Resolution 05-220,although provided for in the Supplement and the Agreement;and WHEREAS,this City Council has reviewed the Agreement and the Supplement and the exhibits thereto and has determined that the ratification and confirmation of the approval of the same is in the best interests of the City of Waukee and the residents thereof,and that the City Council should evidence its specific consent to and ratification -1- and confirmation of the issuance of Bonds as provided in the Agreement. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WAUKEE,IOWA: Section 1.Definitions.All capitalized terms used in this resolution shall have the meanings given to them in the Agreement. Section 2.Ratification of Prior Resolution and Supplement.Resolution 05- 220,approved on November 21,2005,and the form of Supplement approved therein,are hereby ratified,confirmed and approved. Section 3.Consent to Issuance of Bonds.The City of Waukee hereby consents to and authorizes the Board,pursuant to Section 28F.3 of the Code ofIowa,as amended, (the "Code"),to issue Bonds in the aggregate principal amount of not to exceed $475,000,000 for the purposes of acquiring and constructing the Improvements contemplated by the Agreement.The City of Waukee consents to and agrees that such Bonds may be issued and sold by the Board in multiple series,at such times and from time to time over a period of years,in such amounts,to such purchasers and for such purposes,by either public or private sale,at fixed or variable rates of interest as shall be prevailing at the time of issuance of the Bonds,but which shall not exceed 15%in any event,with such covenants and terms and in such form and manner as the Board shall determine to be appropriate,in its sole discretion,and in accordance with the Preliminary Bond Offering Schedule attached as Exhibit 31 to the Agreement.The City of Waukee further consents to and authorizes the Board to adjust the principal amount or time of offering of any of the Bonds from the amounts and times set forth in said Exhibit 31 at the time of the sale and issuance of any series of the Bonds in order to respond to changes in the costs,schedule or sequence of construction of the Improvements contemplated by the Agreement,or to market conditions then prevailing,or to otherwise complete the sale on terms deemed advantageous by the Board under the circumstances then and there existing,so long as such modified terms are approved by the Board at the time of sale of the Bonds.The City of Waukee further ratifies and confirms any and all actions consistent with this section,the Agreement and the Supplement taken with respect to Bonds issued by the WRA after November 21,2005 and prior to passage of this resolution. Section 4.Consent to Issuance of Refunding Bonds.In addition to the Bonds authorized in Section 3 hereof,the City of Waukee hereby consents to and authorizes the Board,pursuant to Section 28F.1 0 of the Code,to issue Refunding Bonds for the purpose of refunding or refinancing any of the Bonds during the term of the Agreement.Such -2- Refunding Bonds may be issued and sold by the Board in multiple series,at such times and from time to time over a period of years,in such amounts,to such purchasers by either public or private sale,at such rates of interest as shall be prevailing at the time of issuance of the Refunding Bonds,but which shall not exceed 15%in any event,with such covenants and terms and for the purpose of refunding or refinancing such series of Bonds as the Board shall determine to be appropriate.The City of Waukee further ratifies and confirms any and all actions consistent with this section,the Agreement and the Supplement taken with respect to Refunding Bonds issued by the WRA after November 21,2005 and prior to passage of this resolution. Section 5.Allocations of Debt Service.Following the issuance of the Bonds and Refunding Bonds and for so long as any of the Bonds and Refunding Bonds remain outstanding,the Debt Service thereon shall be allocated to the Participating Communities in accordance with Article IX of the Agreement,and the City of Waukee agrees to pay its allocated share of such Debt Service to the WRA at the times set forth in the Agreement. Section 6.Restriction on Withdrawal.The City of Waukee further agrees that it may not withdraw or in any way terminate,amend or modify in any way its obligations under the Agreement to the detriment of the holders of the Bonds and Refunding Bonds while any of the Bonds and Refunding Bonds are outstanding and unpaid,and the provisions of Section 28F.3 of the Code with respect thereto are hereby approved and accepted. Section 7.Certification.A certified copy of this resolution and the executed signature page to the Supplement shall be promptly provided to the Secretary of the WRA for recording and filing as contemplated in the Supplement. Passed and approved this 12th day of July 2010. ATTEST: -3- ROLL CALL VOTE AYE NAY ABSENT ABSTAIN Shane Blanchard X Dan Dutcher X Casey L.Harvey X Darlene Stanton X Mike Watts X -4-