HomeMy WebLinkAbout2012-05-21-Resolutions 12-117_Bonds - GO Series 2012A - IssuanceRESOLUTION 12-117
RESOLUTION AUTHORIZING AND PROVIDING FOR
THE ISSUANCE OF $2,680,000 GENERAL OBLIGATION
BONDS,SERIES 2012A,AND LEVYING A TAX TO PAY
SAID BONDS
WHEREAS,the Issuer is duly incorporated,organized and exists under and by
virtue of the laws and Constitution of the State ofIowa;and
WHEREAS,the Issuer is in need of funds to pay costs of General Obligation
Bonds,Series 2003,Series 2004A and Series 2004C;and sidewalk improvements,an
essential corporate purpose,and it is deemed necessary and advisable that General
Obligation Bonds to the amount of not to exceed $2,030,000 be authorized for said
purpose;and
WHEREAS,pursuant to notice published as required by Section 384.25 of said
Code,this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of the Bonds,and the Council is therefore now authorized to
proceed with the issuance of Bonds;and
WHEREAS,the City is in need of funds to pay costs of trailhead,fiber optic and
public building improvements,a general corporate purpose,and it is deemed necessary
and advisable that General Obligation Bonds to the amount of $650,000 be authorized for
said purpose;and
WHEREAS,the City has a population of more than 5,000 but not more than
75,000;and
WHEREAS,pursuant to notice published as required by Section 384.26 (5)of said
Code,the Council of the City has held public meeting and hearing upon the proposal to
institute proceedings for the issuance of Bonds for general corporate purposes in the
amounts as above set forth,and,no petition for referendum having been received,the
Council is therefore now authorized to proceed with the issuance of Bonds thereof;and
WHEREAS,pursuant to Section 384.28 of the Code ofIowa,it is hereby found
and determined that the various general obligation bonds authorized as hereinabove
described shall be combined for the purpose of issuance in a single issue of $2,680,000
Corporate Purpose Bonds as hereinafter set forth;and
WHEREAS,pursuant to the provisions of Chapter 75 of the Code ofIowa,the
above mentioned bonds were heretofore sold at public sale and action should now be
taken to issue said bonds conforming to the terms and conditions of the best bid received
at the advertised public sale:
NOW,THEREFORE,BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF WAUKEE,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 "Authorized Denominations"shall mean $5,000 or any integral
multiple thereof.
o "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 "Bond Fund"shall mean the fund created in Section 3 ofthis
Resolution.
o "Bonds"shall mean $2,680,000 General Obligation Bonds,Series
2012A,authorized to be issued by this Resolution.
o "Cede &Co."shall mean Cede &Co.,the nominee ofDTC,and any
successor nominee of DTC with respect to the Bonds.
D "Continuing Disclosure Certificate"shall mean that certain
Continuing Disclosure Certificate executed by the Issuer and dated the date of
issuance and delivery of the Bonds,as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
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 of DTC 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 "Issuer"and "City"shall mean the City of Waukee,State ofIowa.
o "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.
o "Project Fund"shall mean the fund into which a portion of the
proceeds that will be used,together with interest earnings thereon,to pay the
principal,interest and redemption premium,if any,on the Refunded Bonds.
o "Rebate Fund"shall mean the fund so defined in and established
pursuant to the Tax Exemption Certificate.
o "Refunded Bonds"shall mean $605,000 of the $1,240,000 General
Obligation Bonds,Series 2003,dated Julyl,2003;$540,000 of the $1,090,000
General Obligation Bonds,Series 2004A,dated February 1,2004;and $750,000
of the $1,750,000 General Obligation Bonds,Series 2004C,dated November 15,
2004.
o "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.
o "Representation Letter"shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC on file with DTC.
o "Resolution"shall mean this resolution authorizing the Bonds.
o "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.
o "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.
Section 2.Levy and Certification of Annual Tax;Other Funds to be Used.
(a)Levv of Annual Tax.That for the purpose of providing funds to pay
the principal and interest of the Bonds hereinafter authorized to be issued,there is
hereby levied for each future year the following direct annual tax on all of the
taxable property in Waukee,Iowa,to-wit:
AMOUNT *FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION
$518,733.75
$517,350.00
$460,150.00
$463,700.00
$467,100.00
$208,100.00
$109,100.00
$102,000.00
2012/2013
201312014
2014/2015
201512016
2016/2017
2017/2018
2018/2019
201912020
(NOTE:For example the levy to be made and certified against the taxable
valuations of January 1,2011 will be collected during the fiscal year commencing
July 1,2012.)
(b)Resolution to be Filed With County Auditor.A certified copy of this
Resolution should be filed with the County Auditor of Dallas County,State of
Iowa,and said Auditor is hereby instructed in and for each of the years as
provided,to levy and assess the tax hereby authorized in Section 2 of this
Resolution,in like manner as other taxes are levied and assessed,and such taxes
so levied in and for each of the years aforesaid be collected in like manner as other
taxes of the City are collected,and when collected be used for the purpose of
paying principal and interest on said Bonds issued in anticipation of said tax,and
for no other purpose whatsoever.
(c)Additional City Funds Available.Principal and interest coming due
at any time when the proceeds of said tax on hand shall be insufficient to pay the
same shall be promptly paid when due from current funds of the City available for
that purpose and reimbursement shall be made from such special fund in the
amounts thus advanced.
Section 3.Bond Fund.Said tax shall be collected each year at the same time and in
the same manner as,and in addition to,all other taxes in and for the City,and when
collected they shall be converted into a special fund within the Debt Service Fund to be
known as the "GENERAL OBLIGATION BOND FUND 2012 NO.I"(the "Bond
Fund"),which is hereby pledged for and shall be used only for the payment of the
principal of and interest on the Bonds hereinafter authorized to be issued;and also there
shall be apportioned to said fund its proportion of taxes received by the City from
property that is centrally assessed by the State of Iowa.
Section 4.Application of Bond Proceeds.Proceeds of the Bonds other than
accrued interest except as may be provided below shall be credited to the Project Fund
and expended therefrom for the purposes of issuance.Proceeds invested shall mature
before the date on which the moneys are required for payment of principal and interest on
the Refunded Bonds.Accrued interest,if any,shall be deposited in the Bond Fund.
Section 5.Investments of Bond Fund Proceeds.All moneys held in the Bond
Fund,provided for by Section 3 of this Resolution shall be invested in investments
permitted by Chapter l2B,Code ofIowa,2011,as amended,or deposited in financial
institutions which are members of the Federal Deposit Insurance Corporation and the
deposits in which are insured thereby and all such deposits exceeding the maximum
amount insured from time to time by FDIC or its equivalent successor in anyone
financial institution shall be continuously secured in compliance with Chapter l2C of the
Code ofIowa,2011,as amended,or otherwise by a valid pledge of direct obligations of
the United States Government having an equivalent market value.All such interim
investments shall mature before the date on which the moneys are required for payment
of principal of or interest on the Bonds as herein provided.
Section 6.Bond Details,Execution and Redemption.
(a)Bond Details.General Obligation Bonds of the City in the amount of
$2,680,000,shall be issued pursuant to the provisions of Sections 384.25,384.26,and
384.28 of the Code ofIowa for the aforesaid purpose.The Bonds shall be designated
"GENERAL OBLIGATION BOND,SERIES 20l2A",be dated June 7,2012,and bear
interest from the date thereof,until payment thereof,at the office of the Paying Agent,
said interest payable on December 1,2012,and semiannually thereafter on the 1st day of
June and December in each year until maturity at the rates hereinafter provided.
The Bonds shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the Clerk,and impressed or printed
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 1st
$475,000 1.500%2013
$480,000 1.500%2014
$430,000 1.500%2015
$440,000 1.500%2016
$450,000 2.000%2017
$200,000 2.000%2018
$105,000 2.000%2019
$100,000 2.000%2020
(b)Redemption.The Bonds are not subject to redemption prior to maturity.
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 ofthe
entire principal amount of each maturity of Bonds (or,if a portion of said principal
amount is prepaid,said 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 DTC or its nominee as,and deem DTC
or its nominee to be,the absolute owner of each Bond for the purpose of payment of the
principal of,premium,if any,and interest on such Bond,for the purpose of all other
matters with respect to such Bond,for the purpose of registering transfers with respect to
such Bonds,and for all other purposes whatsoever (except for the giving of certain Bond
holder consents,in accordance with the practices and procedures of DTC 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 17A of the Securities Exchange Act of 1934,as amended.
The substitute depository shall provide for (i)immobilization of the Depository Bonds,
(ii)registration and transfer of interests in Depository Bonds by book entries made on
records of the depository or its nominee and (iii)payment of principal of,premium,if
any,and interest on the Bonds in accordance with and as such interests may appear with
respect to such book entries.
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 384.31 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 sum or sums
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 Registrar shall forward the
cancelled Bonds to the Issuer.
(f)Non-Presentment of Bonds.In the event any payment check representing
payment of principal of or interest on the Bonds is returned to the Paying Agent or if any
bond is not presented for payment of principal at the maturity or redemption date,if funds
sufficient to pay such principal of or interest on Bonds shall have been made available to
the Paying Agent for the benefit of the owner thereof,all liability of the Issuer to the
owner thereof for such interest or payment of such Bonds shall forthwith cease,terminate
and be completely discharged,and thereupon it shall be the duty of the Paying Agent to
hold such funds,without liability for interest thereon,for the benefit of the owner of such
Bonds who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on,or with respect to,such interest
or Bonds.The Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal
became due,whether at maturity,or at the date fixed for redemption thereof,or
otherwise,at which time the Paying Agent,shall surrender any remaining funds so held
to the Issuer,whereupon any claim under this Resolution by the Owners of such interest
or Bonds of whatever nature shall be made upon the Issuer.
(g)Registration and Transfer Fees.The Registrar may furnish to each owner,at
the Issuer's expense,one bond for each annual maturity.The Registrar shall furnish
additional bonds in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
Section 9.Reissuance of Mutilated.Destroyed,Stolen or Lost Bonds.In case any
outstanding Bond shall become mutilated or be destroyed,stolen or lost,the Issuer shall
at the request of Registrar authenticate and deliver a new Bond oflike tenor and amount
as the Bond so mutilated,destroyed,stolen or lost,in exchange and substitution for such
mutilated Bond to Registrar,upon surrender of such mutilated Bond,or in lieu of and
substitution for the Bond destroyed,stolen or lost,upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Bond has been destroyed,stolen or lost
and proof of ownership thereof,and upon 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 of the month 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 Delivery of the Bonds.Upon the
adoption of this Resolution,the Mayor and Clerk shall execute and deliver the Bonds to
the Registrar,who shall authenticate the Bonds and deliver the same to or upon order of
the Purchaser.No Bond shall be valid or obligatory for any purpose or shall be entitled to
any right or benefit hereunder unless the Registrar shall duly endorse and execute on such
Bond a Certificate of Authentication substantially in the form of the Certificate herein set
forth.Such Certificate upon any Bond executed on behalf ofthe Issuer shall be
conclusive evidence that the Bond so authenticated has been duly issued under this
Resolution and that the holder thereof is entitled to the benefits of this Resolution.
No Bonds shall be authenticated and delivered by the Registrar unless and until
there shall have been provided the following:
1.A certified copy of the Resolution of Issuer authorizing the issuance of the
Bonds;
2.A written order ofIssuer signed by the Treasurer of the Issuer directing the
authentication and delivery of the Bonds to or upon the order of the
Purchaser upon payment of the purchase price as set forth therein;
3.The approving opinion of Ahlers &Cooney,P.C.,Bond Counsel,
concerning 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:
(6)(6)
(7)(8)
(1)
(2)(3)(4)(5)
(9)
(9a)
(10)
(Continued on the back of this Bond)
(11)(12)(13)(14)(15)
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 I,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"
"GENERAL OBLIGATION BOND"
"SERIES 2012A"
"CORPORATE PURPOSE"
Rate:-c-----Maturity:_
Bond Date:June 7,2012
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 (enter principal
amount in long form)THOUSAND DOLLARS in lawful money of the United States of
America,on the maturity date shown above,only upon presentation and surrender hereof
at the office of Bankers Trust Company,Paying Agent of this issue,or its successor,with
interest on the sum from the date hereof until paid at the rate per annum specified above,
payable on December 1,2012,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 of the month
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 Sections 384.25,384.26,and
384.28 of the Code ofIowa,for the purpose of paying costs of trailhead,fiber optic and
public building improvements;refunding Outstanding General Obligation Bonds,Series
2003,2004A and 2004C;and sidewalks,in conformity to a Resolution of the Council of
said 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.
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 384.31
of the Code ofIowa,subject to the provisions for registration and transfer contained in
the Bond Resolution.
And it is hereby represented and certified that all acts,conditions and things
requisite,according to the laws and Constitution of the State ofIowa,to exist,to be had,
to be done,or to be performed precedent to the lawful issue of this Bond,have been
existent,had,done and performed as required by law;that provision has been made for
the levy of a sufficient continuing annual tax on all the taxable property within the
territory of the Issuer for the payment of the principal and interest of this Bond as the
same will respectively become due;that the faith,credit,revenues and resources and all
the real and personal property of the Issuer are irrevocably pledged for the prompt
payment hereof,both principal and interest;and the total indebtedness of the Issuer
including this Bond,does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF,the Issuer by its Council,has caused this Bond to
be signed by the manual or facsimile signature of its Mayor and attested by the manual or
facsimile signature of its City Clerk,with the seal of the City printed or impressed
hereon,and to be 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
Item 13,figure 1
Item 14,figure 1
Item 15,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
Registrar and Transfer Agent:Bankers Trust Company
Paying Agent:Bankers Trust Company
SEE REVERSE FOR CERTAIN DEFINITIONS
(Seal)
(Signature Block)
CITY OF WAUKEE,STATE OF IOWA
(manual or facsimile signature)By:_____--'-------'='__-L.-_
Mayor
ATTEST:
(manual or facsimile signature)By:-=,-----,---------'-----------""'----'--------City Clerk
Item 16,figure 1 =(Assignment Block)
(Information Required for Registration)
ASSIGNMENT
For value received,the undersigned hereby sells,assigns and transfers unto
______---:-----:-_--:-::--,------:(SocialSecurity or Tax Identification No.
______----')the within Bond and does hereby irrevocably constitute and appoint
____________attorney 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 ofthe 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 ofTransferee(s)
Address ofTransferee(s)
Social Security or Tax Identification
Number of Transferee(s)---------------------Transferee is a(n):
Individual *
Partnership
Corporation
Trust
*If the 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 connnon
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with rights of survivorship and not as tenants in connnon
IA UNlF TRANS MIN ACT -Custodian ..
(Cust)(Minor)
Under Iowa Uniform Transfers to Minors Act....
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
Section 14.Contract Between Issuer and Purchaser.This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
Section 15.Non-Arbitrage Covenants.The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the issuance and sale of the
Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage
bonds within the meaning of Sections l48(a)and (b)of the Internal Revenue Code of the
United States,as amended,and that throughout the term of the Bonds it will comply with
the requirements of statutes and regulations issued thereunder.
To the best knowledge and belief of the Issuer,there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Bonds will be used in a 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.
Section 16.Severability Clause.If any section,paragraph,clause or provision of
this Resolution be held invalid,such invalidity shall not affect any of the remaining
provisions hereof,and this Resolution shall become effective innnediately upon its
passage and approval.
Section 17.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
incorporated by reference as part of this Resolution and made a part hereof.
Notwithstanding any other provision of this Resolution,failure of the Issuer to comply
with the Continuing Disclosure Certificate shall not be considered an event of default
under this Resolution;however,any holder of the Bonds or Beneficial Owner may take
such actions as may be necessary and appropriate,including seeking specific
performance by court order,to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate.For purposes 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 Bond (including persons holding Bonds
through nominees,depositories or other intermediaries),or (b)is treated as the owner of
any Bonds for federal income tax purposes.
Section 18.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 sums of money representing required rebates of excess arbitrage profits relating to
the Bonds;(e)file such forms,statements and supporting documents as may be required
and in a timely manner;and (f)if deemed necessary or advisable by its officers,to
employ and pay fiscal agents,financial advisors,attorneys and other persons to assist the
Issuer in such compliance.
Section 19.Amendment of Resolution to Maintain Tax Exemption.This
Resolution may be amended without the consent of any owner of the Bonds if,in the
opinion of bond counsel,such amendment is necessary to maintain tax exemption with
respect to the Bonds under applicable Federal law or regulations.
Section 20.Repeal of Conflicting Resolutions or Ordinances.That all ordinances
and resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
PASSED AND APPROVED this 21st day of May,2012.
ATTEST:
Interim Cit}Administrator
ROLL CALL VOTE
Shane Blanchard
Dan Dutcher
Casey L.Harvey
Shelly Hughes
Mike Watts
AYE
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NAY ABSTAINABSENT
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