The URL can be used to link to this page

Home My WebLink About2013-01-21-Resolutions 13-021_Bonds - Private School Facility Revenue Funding - IssuanceRESOLUTION NO.13-021 "RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF $5,250,000 AGGREGATE PRlNCIP AL AMOUNT OF PRlV ATE SCHOOL FACILITY REVENUE REFUNDING BONDS,SERIES 2013,OF THE CITY OF WAUKEE, IOWA;THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN SAID CITY AND ST.FRANCIS OF ASSISI SCHOOL CORPORATION OF WEST DES MOINES,IOWA PROVIDING FOR THE REPAYMENT OF THE LOAN OF THE PROCEEDS OF SAID BONDS AND THE SECURING OF SAID REPAYMENT OBLIGATION;THE EXECUTION AND DELIVERY OF A PLEDGE AGREEMENT RELATING TO THE SECURITY INTEREST OF SAID BONDS;AND RELATED MATTERS." WHEREAS,the City of Waukee,Iowa,a political subdivision organized and existing under the Constitution and laws of the State of Iowa (the "Issuer"),is authorized by Chapter 419 of the Iowa Code,as amended (the "Act"),to issue revenue bonds for the purpose of defraying the cost of acquiring,constructing,installing and equipping a "project",as that tenn is defined in the Act,including any land,buildings or improvements suitable for use as a facility for an organization described in Section 50l(c)(3)of the Internal Revenue Code (the "Code")which is exempt from federal income tax under Section 50l(a)of the Code (a "Tax Exempt Organization")and to refinance any existing indebtedness on a facility for a Tax Exempt Organization;and WHEREAS,the Issuer has been requested by St.Francis of Assisi School Corporation of West Des Moines,Iowa,an Iowa nonprofit corporation and a Tax Exempt Organization (the "Borrower"),to authorize and issue its bonds pursuant to the provisions of the Act for the purpose of (i)currently refunding the Issuer's $9,500,000 Private School Facility Revenue Bonds (St.Francis of Assisi School Corporation Project)Series 2002 (the "Refunded Bonds"),the proceeds of which were used to construct an addition to the existing elementary school facility (the "Refunding"),located at 7075 Ashworth Road,West Des Moines,Iowa within 8 miles of the boundaries of the Issuer and (ii)paying related costs,including costs of issuance of the Bonds; and WHEREAS,pursuant to published notice of intention,this City Council has conducted a public hearing on this date,as required by Section 419.9 of the Act and Section l47(f)of the Internal Revenue Code of 1986 (the "Code")at the time and place as specified in said notice of healing and any and all objections or other comments relating to such bonds have been heard; and WHEREAS,the Issuer has determined to proceed with the issuance of $5,250,000 aggregate principal amount of Private School Revenue Refunding Bonds (St.Francis of Assisi School Corporation Project)Series 2013 (the "Bonds")to accomplish the Refunding;and WHEREAS,the Borrower has arranged for the sale of the Bonds to West Bank (f/lc/a West Des Moines State Bank)(the "Purchaser"). 1 NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee,Iowa, as follows: Section I.In order to provide for loaning the proceeds of the Bonds to the Borrower and to accomplish the Refunding,the Bonds are hereby authorized and ordered to be issued pursuant to the Loan Agreement to be dated as of Feb mary 1,2013 (the "Loan Agreement")by and between the Issuer and the Borrower,in substantially the form as has been presented to this Board and containing substantially the terms and provisions set forth therein,with such changes therein as shall be approved by the officers of the Issuer executing the Bonds,and the forms, terms and provisions of the Bonds and the Loan Agreement are hereby approved,and the Mayor and the City Clerk are hereby authorized and directed to execute,attest,seal and deliver the Loan Agreement,and the Mayor and the City Clerk are further authorized and directed to execute, attest,seal and deliver the Bonds as provided in the Loan Agreement,including the use of facsimile signatures as therein provided;the Bonds shall be in an aggregate principal amount of $5,250,000 and shall bear interest at a net interest cost not to exceed 4.00%per annum,shall be sold at such prices,shall mature on the dates and in the amounts and shall be subj ect to redemption on such dates and in such amounts as provided in the Loan Agreement.The execution and delivery by the Mayor and City Clerk of the Loan Agreement on behalf of the Issuer shall constitute approval by the Issuer of such interest rates,aggregate principal amount, and provisions thereof. Section 2.Pursuant to a Pledge Agreement (the "Pledge Agreement")to be entered into between the Issuer and the Purchaser,the Issuer,among other things,will grant to the Purchaser a security interest in all of the Issuer's rights,title and interest in and to the Loan Agreement,including,but not limited to,the right to receive Loan Repayments (as defined in the Loan Agreement).A draft of the Pledge Agreement in substantially the f011n as has been presented to this Council and containing substantially the terms and provisions set forth therein, but with such changes therein as shall be approved by the officers executing the Pledge Agreement on behalf of the Issuer,is hereby authorized and approved and the form,terms and provisions of the Pledge Agreement are hereby approved,and the execution and delivery of the Pledge Agreement by the Mayor is hereby authorized and approved. Section 3.The Tax Certificate and Agreement (the "Tax Certificate")among the Borrower and the Issuer,in substantially the fonn as has been presented to this Board and containing substantially the te=s and provisions set forth therein,but with such changes therein as shall be approved by the officers executing the Tax Certificate on behalf of the Issuer,is hereby authorized and approved and the form,terms and provisions of the Tax Certificate are hereby approved,and the execution and delivery of the Tax Certificate by the Mayor or the City Clerk is hereby authorized and approved. Section 4.The Bonds and interest and premium,if any,thereon shall never constitute a debt or indebtedness of the Issuer within the meaning of any constitutional or statutory provision or limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers,but the Bonds and interest and premium, if any,thereon shall be payable solely and only from the revenues derived from the Loan Agreement and the debt obligations of the Borrower thereunder;and no part of the cost of 2 accomplishing the Refunding will be payable out of the general funds or other contributions of the Issuer except the proceeds of the Bonds and any subsequent issues of bonds permitted under the Loan Agreement. Section 5.Based upon data provided by the Purchaser,the amount necessary in each year to pay the principal of,premium,if any,and interest on the Bonds proposed to be issued is set forth in the Loan Agreement and the debt obligations of the Borrower thereunder insures that the Borrower is obligated to pay amounts sufficient to pay the principal of,premium,if any,and interest on the Bonds and the payment of such amounts by the Borrower pursuant to the Loan Agreement is hereby authorized,approved and confirmed, Section 6.The Mayor and the City Clerk are hereby authorized and directed to execute,attest,seal and deliver any and all documents and do any and all things deemed necessary to effect the issuance and sale ofthe Bonds and the execution and delivery of the Loan Agreement,the Tax Certificate and the Pledge Agreement,and to carry out the intent and purposes of this Resolution,including the preamble hereto;and the execution by the Mayor and, if required,the City Clerk,of the Bonds,the Loan Agreement,the Tax Certificate and the Pledge Agreement shall constitute conclusive evidence of their approval and this Council's approval thereof and of any and all changes,modifications,additions or deletions therein from the respective forms thereof now before this meeting. Section 7.Qualified Tax-Exempt Obligations.For the sole purpose of qualifying the Bonds as "Qualified Tax-Exempt Obligations"pursuant to the Internal Revenue Code of the United States,as amended,the Bonds are deemed designated and may be treated as designated pursuant to Internal Revenue Code Section 265(b )(3)(D)(ii).The Issuer further represents that the Bonds are issued to refund (other than to advance refund within the meaning of Section 149(d)(5)of the Internal Revenue Codes of 1986,as amended)the Refunded Bonds.The aggregate face amount of the Bonds does not exceed Ten (10)Million Dollars. Section 8.The provisions ofthis Resolution are hereby declared to be separable and if any action,phrase or provisions shall for any reason be declared to be invalid,such declaration shall not affect the validity of the remainder of the sections,phrases and provisions. Section 9. approval. This Resolution shall become effective immediately upon its passage and 3 Passed this 21st day ofJanuary,2013. (SEAL) Attest: ROLL CALL VOTE Shane Blanchard Dan Dutcher Casey L.Harvey Shelly Hughes Mike Watts AYE X X X X CITY OF WAUKEE,lOW A ~ NAY ABSENT X ABSTAIN