HomeMy WebLinkAbout2018-06-18-Resolutions 18-247_Bonds - Sewer Revenue CLN SRF Series 2018 - Approve AgreementResolution No.18-247
A RESOLUTION APPROVING AND AUTHORIZING A FORM
OF LOAN AND DISBURSEMENT AGREEMENT BY AND
BETWEEN THE CITY OF WAUKEE,IOWA AND THE IOWA
FINANCE AUTHORITY,AND AUTHORIZING AND
PROVIDING FOR THE ISSUANCE AND SECURING THE
PAYMENT OF $2,948,000 SEWER REVENUE CAPITAL
LOAN NOTES,SERIES 2018,OF THE CITY OF WAUKEE,
IOWA,UNDER THE PROVISIONS OF THE CODE OF IOWA,
AND PROVIDING FOR A METHOD OF PAYMENT OF SAID
NOTES
WHEREAS,the City Council of the City of Waukee,Iowa,sometimes hereinafter
referred to as the "Issuer",has heretofore established charges,rates and rentals for services which
are and will continue to be collected as system revenues of the municipal sewer system,
sometimes hereinafter referred to as the "System",and said revenues are available for the
payment of Sewer Revenue Capital Loan Notes,Series 2018,subject to the following premises;
aild
WHEREAS,Issuer proposes to issue its Sewer Revenue Capital Loan Notes,Series 2018,
to the extent of $2,948,000,for the purpose of defraying the costs of the Project as set forth in
Section 1 of this Resolution;and,it is deemed necessary and advisable and in the best interests of
the City that a form of Loan and Disbursement Agreement by and between the City and the Iowa
Finance Authority,be approved and authorized;and
WHEREAS,there have been heretofore issued certain sewer revenue bonds,notes or
other obligations,part of which remain outstanding and are a lien on the Net Revenues of the
System (defined herein as the "Outstanding Obligations");and
WHEREAS,in the Prior Bond Resolutions authorizing the issuance of the Outstanding
Obligations it is provided that Additional Obligations may be issued on a parity with the
Outstanding Obligations,for the costs of future improvements and extensions to the System or
refunding outstanding obligations,provided that there has been procured and placed on file with
the Clerk,a statement complying with the conditions and limitations therein imposed upon the
issuance of Parity Obligations;and
WHEREAS,a statement of PFM Financial Advisors LLC,an independent municipal
advisor not in the regular employ of Issuer,has been placed on file in the office of the Clerk,
showing the conditions and limitations of the Prior Bond Resolutions with regard to the
sufficiency of the Net Revenues of the System to permit the issuance of Additional Obligations
ranking on a parity with the Outstanding Obligations to have been met and satisfied as required;
and
WHEREAS,the notice of intention of Issuer to take action for the issuance of $2,948,000
Sewer Revenue Capital Loan Notes,Series 2018,has heretofore been duly published and no
objections to such proposed action have been filed.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY 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:
"Additional Obligations"shall mean any sewer revenue bonds or notes or,
other obligations issued on a parity with the Notes in accordance with the provisions of
Section 21 hereof.
"Agreement"shall mean a Loan and Disbursement Agreement dated as of
the Closing between the City and the Original Purchaser relating to the Loan made to the
City under the Program.
"City Clerk"shall mean the City Clerk or such other officer of the
successor Governing Body as shall be charged with substantially the same duties and
responsibilities.
"Closing"shall mean the date of delivery of the Note to the Original
Purchaser and the funding of the Loan.
"Corporate Seal"shall mean the official seal of Issuer adopted by the
Governing Body.
"Fiscal Year"shall mean the twelve months'period beginning on July I 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;provided,that the 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.
"Governing Body"shall mean the City Council,or its successor in
function with respect to the operation and control of the System.
"Independent Auditor"shall mean an independent firm of certified public
accountants or the Auditor of State.
"Issuer"and "City"shall mean the City of Waukee,Iowa.
"Loan"shall mean the principal amount allocated by the Original
Purchaser to the City under the Program,equal in amount to the principal amount of the
Notes.
"Net Revenues"shall mean gross earnings of the System after deduction
of Current Expenses;"Current Expenses"shall mean and include the reasonable and
necessary cost of operating,maintaining,repairing and insuring the System,including
purchases at wholesale,if any,salaries,wages,and costs of materials and supplies,but
excluding depreciation and principal of and interest on the Notes and any Parity
Obligations or payments to the various funds established herein;capital costs,
depreciation and interest or principal payments are not System expenses.
"Notes"or "Note"shall mean $2,948,000 Sewer Revenue Capital Loan
Notes,Series 2018,authorized to be issued by this Resolution.
"Original Purchaser"shall mean the Iowa Finance Authority,as the
purchaser of the Notes from Issuer at the time of their original issuance.
"Outstanding Obligations"shall mean the $1,185,000 Sewer Revenue
Bonds,Series 2013A dated March I,2013,of which $685,000 is currently outstanding;
the $2,685,000 Sewer Revenue Capital Loan Notes,Series 2016C dated December 20,
2016,of which $2,685,000 is currently outstanding;the $12,537,000 Sewer Revenue
Capital Loan Notes,Series 2017 dated September I,2017,of which $12,537,000 is
currently outstanding;and the $3,565,000 Sewer Revenue Bonds,Series 2018C dated
June 19,2018,of which $3,565,000 is currently outstanding.In addition,the City has
entered into a contractual agreement with the Des Moines Metropolitan Wastewater
Reclamation Authority ("WRA")pursuant to which the City's proportionate share of the
WRA debt is $12,865,856,summarized more fully on attached Exhibit A ("WRA
Payment Obligations").
"Parity Obligations"shall mean notes or bonds payable solely from the
Net Revenues of the System on an equal basis with the Notes herein authorized to be
issued and shall include Additional Obligations as authorized to be issued under the terms
of this Resolution and the Outstanding Obligations.
"Paying Agent"shall mean the City Clerk,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
Notes as the same shall become due.
"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.
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"Prior Note Resolution(s)"shall mean resolution No.13-037,dated
February 19,2013,resolution No.16-509,dated December 5,2016,resolution No.17-
367,dated August 7,2017,and resolution No.18-217,dated June 4,2018 authorizing the
Outstanding Obligations.
"Program"shall mean the Iowa Water Pollution Control Works Financing
Program undertaken by the Original Purchaser.
"Project"shall mean the costs of acquisition,construction,reconstruction,
extending,remodeling,improving,repairing and equipping of the System,including
those costs associated with Little Walnut Creek Trunk Sewer Extension —Phase 3/Indi
Run Trunk Sewer,and Phase 4.
"Project Fund"shall mean the Loan Account maintained under the
Program for the benefit of the Issuer,into which the proceeds of the Loan and the Note
shall be allocated and held until disbursed to pay Project costs.
"Rebate Fund"shall mean the fund so defined in and established pursuant
to the Tax Exemption Certificate.
"Registrar"shall be the City Clerk,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 Notes.Unless otherwise specified,
the Registrar shall also act as Transfer Agent for the Notes.
"Reserve Fund Requirement"shall mean an amount equal to the lesser of
(a)the maximum amount of the principal and interest coming due on the Parity
Obligations requiring a reserve in any succeeding Fiscal Year,(b)10 percent of the stated
principal amount of the Parity Obligations requiring a reserve (for issues with original
issue discount the issue price as defined in the Tax Exemption Certificate shall be
substituted for the stated principal amount),or (c)125%of the average amount of
principal and interest coming due on Parity Obligations requiring a reserve in any
succeeding Fiscal Year.
"System"shall mean the municipal sewer system 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 wastewater treatment facilities,including all
wastewater treatment facilities,sanitary sewers,force mains,pumping stations and all
related property and improvements and extensions made by Issuer while any of the Notes
or Parity Obligations remain outstanding;all real and personal property;and all
appurtenances,contracts,leases,franchises and other intangibles.
"Tax Exemption Certificate"shall mean the Tax Exemption Certificate
executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.
"Treasurer"shall mean the Finance Director or such other officer as shall
succeed to the same duties and responsibilities with respect to the recording and payment
of the Notes issued hereunder.
"Yield Restricted"shall mean required to be invested at a yield that is not
materially higher than the yield on the Notes under Section 148(a)of the Internal
Revenue Code or regulations issued thereunder.
S t'2.A~th 't.Th Ag t dth Nt th 'dhytl'R ltl hdl
be issued pursuant to Sections 384.24A and 384.83 of the Code of Iowa,and in compliance with
all applicable provisions of the Constitution and laws of the State of Iowa.The Agreement shall,
be substantially in the form attached to this Resolution and is authorized to be executed and
issued on behalf of the Issuer by the Mayor and attested by the City Clerk.
Section 3.Authorization and Pu ose.There are hereby authorized to be issued,
negotiable,serial,fully registered Revenue Notes of the City of Waukee,in the County of Dallas,
Iowa,each to be designated as "Sewer Revenue Capital Loan Note,Series 2018",in the
aggregate amount of $2,948,000,for the purpose of paying costs of the Project.The City
Council,pursuant to Sections 384.24A and 384.83 of the Code of Iowa,hereby finds and
determines that it is necessary and advisable to issue said Notes authorized by the Agreement
and this Resolution.
S t'4.~gfP t.Th Nt h l d 'd dP ltyohltgtt d
the interest thereon shall be payable solely and only out of the Net Revenues of the System and
shall be a first lien on the future Net Revenues of the System.The Notes 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 said Net Revenues to be sufficient for the
payment of the Notes.
Section 5.Note Details.Sewer Revenue Capital Loan Notes,Series 2018,of the City in
the amount of $2,948,000,shall be issued to evidence the obligations of the Issuer under the
Agreement pursuant to the provisions of Sections 384.24A and 384.83 of the Code of Iowa for
the aforesaid purpose.The Notes shall be designated "SEWER REVENUE CAPITAL LOAN
NOTE,SERIES 2018",be dated the date of delivery,and bear interest at the rate of 1.75%per
annum from the date of each advancement made under the Agreement,until payment thereof,at
the office of the Paying Agent,said interest payable on December I,2018,and semi-annually
thereafter on the 1st day of June and December in each year until maturity as set forth on the
Debt Service Schedule attached to the Agreement as Exhibit A and incorporated herein by this
reference.As set forth on said Debt Service Schedule,principal shall be payable on June I,2019
and annually thereafter on the 1st day of June in the amounts set forth therein until principal and
interest are fully paid,except that the final installment of the entire balance of principal and
interest,if not sooner paid,shall become due and payable on June 1,2038.Notwithstanding the
foregoing or any other provision hereof,principal and interest shall be payable as shown on said
Debt Service Schedule until completion of the Project,at which time the final Debt Service
Schedule shall be determined based upon actual advancements,final costs and completion of the
Project,all as provided in the administrative rules governing the Program.Payment of principal
and interest on the Notes shall at all times conform to said Debt Service Schedule and the rules
of the Program.
The Notes 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 imprinted 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,wire transfer or automated clearing house system transfer to the
registered owner of the Note.The Notes shall be in the denomination of $1,000 or multiples
thereof and may at the request of the Original Purchaser be initially issued as a single Note in the
denomination of $2,948,000 and numbered R-l.
Section 6.Initiation Fee and Servicin Fee.In addition to the payment of principal of
and interest on the Notes,the Issuer also agrees to pay the Initiation Fee and the Servicing Fee as
defined and in accordance with the terms of the Agreement.
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plus accrued interest (i)on any date upon receipt of written consent of the Original Purchaser or
(ii)in the event that all or substantially all of the Project is damaged or destroyed.Any optional
redemption of the Notes may be made from any funds regardless of source,in whole or from
time to time in part,in inverse order of maturity,by giving not less than thirty (30)days'notice
of redemption by certified or registered mail to the Original Purchaser (or any other registered
owner of the Note).The terms of redemption shall be par,plus accrued interest to date of call.
The Notes are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Section 8,Re istrationofNotes A ointment of Re istrar Transfer Ownershi
Deliver and Cancellation.
jj R~itrtt .Th htp fNt yb t f d tybyth dtg f
an entry upon the books kept for the registration and transfer of ownership of the Notes,
and in no other way.The City Clerk is hereby appointed as Note Registrar under the
terms of this Resolution.Registrar shall maintain the books of the Issuer for the
registration of ownership of the Notes for the payment of principal of and interest on the
Notes as provided in this Resolution.All Notes shall be negotiable as provided in Article
8 of the Uniform Commercial Code subject to the provisions for registration and transfer
contained in the Notes and in this Resolution.
(b)Transfer.The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes 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 Note (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 Note,a new fully registered Note,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 Note,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c)Re istration of Transferred Notes.In all cases of the transfer of the Notes,the
Registrar shall register,at the earliest practicable time,on the Registration Books,the
Notes,in accordance with the provisions of this Resolution.
(d)~Oh'.A t yN t,th p i h th hip fth
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 Notes 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 Note,including the interest thereon,to the extent of the sum or sums so paid.
(e)Cancellation.All Notes which have been redeemed shall not be reissued but shall
be cancelled by the Registrar.All Notes which are cancelled by the Registrar shall be
destroyed and a Certificate o f the destruction thereo f shall be furnished promptly to the
Issuer;provided that if the Issuer shall so direct,the Registrar shall forward the cancelled
Notes to the Issuer.
(f)Non-Presentment of Notes.In the event any payment check representing payment
of principal of or interest on the Notes is returned to the Paying Agent or if any note is
not presented for payment of principal at the maturity or redemption date,if funds
sufficient to pay such principal of or interest on Notes 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 Notes 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
Notes 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 Notes.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 Notes of whatever nature shall be made upon the Issuer.
Section 9.Reissuance of Mutilated Destro ed Stolen or Lost Notes.In case any
outstanding Note shall become mutilated or be destroyed,stolen or lost,the Issuer shall at the
request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so
mutilated,destroyed,stolen or lost,in exchange and substitution for such mutilated Note to
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Registrar,upon surrender of such mutilated Note,or in lieu of and substitution for the Note
destroyed,stolen or lost,upon filing with the Registrar evidence satisfactory to the Registrar and
Issuer that such Note 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 Note,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 Notes to the extent of the payments so made.Upon receipt of the
final payment of principal,the holder of the Note shall surrender the Note to the Paying Agent.
Section 11.Execution Authentication and Deliver of the Notes.Upon the adoption of
this Resolution,the Mayor and City Clerk shall execute the Notes by their manual or authorized
signature and deliver the Notes to the Registrar,who shall authenticate the Notes and deliver the
same to or upon order of the Original Purchaser.No Note 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 Note a Certificate of Authentication substantially in the form of the
Certificate herein set forth.Such Certificate upon any Note executed on behalf of the Issuer
shall be conclusive evidence that the Note so authenticated has been duly issued under this
Resolution and that the holder thereof is entitled to the benefits of this Resolution.
Section12.Ri httoName Substitute Pa in A entorRe istrar.Issuerreservesthe
right to name a substitute,successor Registrar or Paying Agent upon giving prompt written
notice to each registered noteholder.
Section 13.Form of Note.Notes shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as follows:
"STATE OF IOWA"
"COUNTY OF DALLAS"
"CITY OF CITY OF WAUKEE"
"SEWER REVENUE CAPITAL LOAN NOTE"
"SERIES 2018"
Rate:1.75%
Final Maturity:June I,2038
Note Date:July 1,2018
CUSIP ¹-N/A
"Registered"
Certificate No.R-I
Principal Amount:$2,948,000
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The City of Waukee,Iowa,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
IOWA FINANCE AUTHORITY
or registered assigns,the principal sum of (rinci al amount written out in lawful money of the
United States of America,on the maturity dates and in the principal amounts set forth on the
Debt Service Schedule attached hereto and incorporated herein by this reference,with interest on
said sum &om the date of each advancement made under a certain Loan and Disbursement
Agreement dated as of the date hereof until paid at the rate of 1.75%per annum,payable on
December 1,2018,and semi-annually thereafter on the 1st day of June and December in each
year.As set forth on said Debt Service Schedule,principal shall be payable on June I,2019 and
annually thereafter on the first day of June in the amounts set forth therein until principal and
interest are fully paid,except that the final installment of the entire balance of principal and
interest,if not sooner paid,shall become due and payable on June I,2038.Notwithstanding the
foregoing or any other provision hereof,principal and interest shall be payable as shown on said .
Debt Service Schedule until completion of the Project,at which time the final Debt Service
Schedule shall be determined and attached hereto based upon actual advancements,final costs
and completion of the Project,all as provided in the administrative rules governing the Iowa
Water Pollution Control Works Financing Program.Payment of principal and interest of this
Note shall at all times conform to said Debt Service Schedule and the rules of the Iowa Water
Pollution Control Works Financing Program.
Interest and principal shall be paid to the registered holder of the Note as shown on the
records of ownership maintained by the Registrar as of the 15th day of the month next preceding
such interest payment date.Interest shall be computed on the basis of a 360-day year of twelve
30-day months.
This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the
Code of Iowa,for the purpose of paying costs of acquisition,construction,reconstruction,
extending,remodeling,improving,repairing and equipping all or part of the System,including
those costs associated with Little Walnut Creek Trunk Sewer Extension —Phase 3/Indi Run
Trunk Sewer,and Phase 4,and evidences amounts payable under a certain Loan and
Disbursement Agreement dated as of the date hereof,in conformity to a Resolution of the City
Council of the City duly passed and approved.For a complete statement of the revenues and
funds from which and the conditions under which this Note is payable,a statement of the
conditions under which additional notes or bonds of equal standing may be issued,and the
general covenants and provisions pursuant to which this Note is issued,reference is made to the
above-described Loan and Disbursement Agreement and Resolution.
This Note is subject to optional redemption at a price of par plus accrued interest (i)on
any date upon receipt of written consent of the Iowa Finance Authority or (ii)in the event that all
or substantially all of the Project is damaged or destroyed.Any optional redemption of this Note
may be made from any funds regardless of source,in whole or &om time to time in part,in
inverse order of maturity,by lot by giving thirty (30)days'notice of redemption by certified or
registered mail,to the Iowa Finance Authority (or any other registered owner of the Note).This
Note is also subject to mandatory redemption as set forth in Section 5 of the Agreement.
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by the City Clerk,Waukee,Iowa,the Registrar.Such transfer on the books shall occur
only upon presentation and surrender of this Note at the office of the Registrar,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 Noteholders of such change.
All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and
Section 384.83(5)of the Code of Iowa,subject to the provisions for registration and transfer
contained in the Note Resolution.
This Note and the series of which it forms a part,other obligations ranking on a parity
therewith and any additional obligations which may be hereafter issued and outstanding from
time to time on a parity with said Notes,as provided in the Resolution and Loan and
Disbursement Agreement of which notice is hereby given and which are hereby made a part
hereof,are payable from and secured by a pledge of the Net Revenues of the municipal sewer
system utility (the "System"),as defined and provided in said Resolution.There has heretofore
been established and the City covenants and agrees that it will maintain just and equitable rates
or charges for the use of and service rendered by said System in each year for the payment of the
proper and reasonable expenses of operation and maintenance of said System and for the
establishment of a sufficient sinking fund to meet the principal of and interest on this series of
Notes,and other obligations ranking on a parity therewith,as the same become due.This Note 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 said Net Revenues to be sufficient for the payment
hereof.
And it is hereby represented and certified that all acts,conditions and things requisite,
according to the laws and Constitution of the State of Iowa,to exist,to be had,to be done,or to
be performed precedent to the lawful issue of this Note,have been existent,had,done and
performed as required by law.
IN TESTIMONY WHEREOF,said City by its City Council has caused this Note 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 said City impressed hereon,and authenticated by the
manual or facsimile signature of an authorized representative of the Registrar,the City Clerk of
the City of Waukee,Iowa,all as of the day of ,2018.
Date of authentication:
This is one of the Notes described in the within mentioned
Resolution,as registered by the City Clerk.
CITY CLERK
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By:
Registrar
Registrar and Transfer Agent:
Paying Agent:
City Clerk
City Clerk
SEE REVERSE FOR CERTAIN DEFINITIONS
(Seal)
(Signature Block)
CITY OF WAUKEE,STATE OF IOWA
By:manual or facsimile
Mayor
ATTEST:
By:manual or facsimile
City Clerk
[Assignment Block]
[Information Required for Registration]
ASSIGNMENT
For value received,the undersigned hereby sells,assigns and transfers unto
within Note and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Note on the books kept for registration of the within Note,
with full power of substitution in the premises.
Dated:
(Person(s)executing this Assignment sign(s)here)
SIGNATURE )
GUARANTEED)
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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
pif the Note 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 Note,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)
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Notes and Parity Obligations shall be secured equally and ratably by the Net Revenues of the
System without priority by reason of number or time of sale or delivery;and the Net Revenues of
the System are hereby irrevocably pledged to the timely payment of both principal and interest as
the same become due.
Section 15.A lication of Note Proceeds -Pro'ect Fund.Proceeds of the Notes shall be
credited to the Project Fund and expended therefrom for the purposes of issuance.Any amounts
on hand in the Project Fund shall be available for the payment of the principal of or interest on
the Notes 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
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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.User Rates.There has heretofore been established and published as required
by law,just and equitable rates or charges for the use of the service rendered by the System.
Said rates or charges shall be paid by the owner of each and every lot,parcel of real estate,or
building that is connected with and uses the System,by or through any part of the System or that
in any way uses or is served by the System.
Any revenue paid and collected for the use of the System and its services by the Issuer or
any department,agency or instrumentality of the Issuer shall be used and accounted for in the
same manner as any other revenues derived from the operations of the System.
Section 17.A lication of Revenues.From and after the delivery of any Notes,and as
long as any of the Notes or Parity Obligations shall be outstanding and unpaid either as to
principal or as to interest,or until all of the Notes and Parity Obligations then outstanding shall
have been discharged and satisfied in the manner provided in this Resolution,the entire income
and revenues of the System shall be deposited as collected in a fund to be known as the Sewer
Revenue Fund (the "Revenue Fund"),and shall be disbursed only as follows:
The provisions in the Prior Note Resolution(s)whereby there was created and is to be
maintained a Sewer Revenue Note Principal and Interest Sinking Fund,and for the monthly
payment into said fund from the future Net Revenues of the System such portion thereof as will
be sufficient to meet the principal and interest of the Outstanding Obligations,and maintaining a
reserve therefor,as required,are hereby ratified and confirmed,and all such provisions inure to
and constitute the security for the payment of the principal and interest on Notes hereby
authorized to be issued;provided,however,that the amounts to be set aside and paid into the
Sewer Revenue Note Principal and Interest Sinking Fund in equal monthly installments from the
earnings shall be sufficient to pay the principal and interest due each year,not only on the
Outstanding Obligations,but also the principal and interest of the Notes herein authorized to be
issued and to maintain a reserve therefor,as required.Except as may be otherwise provided in
the above Prior Note Resolution(s),proceeds of the Notes or other funds may be invested in
Permitted Investments.
Nothing in this Resolution shall be construed to impair the rights vested in the
Outstanding Obligations.The amounts herein required to be paid into the various funds named
in this Section shall be inclusive of payments required in respect to the Outstanding Obligations.
The provisions of the legislation authorizing the Outstanding Obligations and the provisions of
this Resolution are to be construed wherever possible so that the same will not be in conflict.In
the event such construction is not possible,the provisions of the resolution first adopted shall
prevail until such time as the notes or bonds authorized by said resolution have been paid in full
or otherwise satisfied as therein provided at which time the provisions of this Resolution shall
again prevail.
At such time as the Outstanding Obligations are paid and so long as the Notes or Parity
Obligations remain outstanding and unpaid the same are discharged and satisfied in the manner
-13
provided in this Resolution,the entire income and revenues of the system shall be deposited and
collected in a fund to be known as the Revenue Fund,and shall be disbursed only as follows:
~0 eration and Maintenance Fund.Money in the Revenue Fund shall first be
disbursed to make deposits into a separate and special fund to pay current expenses.The
fund shall be known as the Sewer Utility Operation and Maintenance Fund (the
"Operation and Maintenance Fund").There shall be deposited in the Operation and
Maintenance Fund each month an amount sufficient to meet the current expenses of the
month plus an amount equal to I/12th of expenses payable on an annual basis such as
insurance.After the first day of the month,further deposits may be made to this account
from the Revenue Fund to the extent necessary to pay current expenses accrued and
payable to the extent that funds are not available in the Surplus Fund.
~Si&i F d.M yi th R F d hll *tb Chb dt
deposits into a separate and special fund to pay principal of and interest on the Notes and
Parity Obligations.The fund shall be known as the Sewer Revenue Note Principal and
Interest Sinking Fund (the "Sinking Fund").The required amount to be deposited in the
Sinking Fund in any month shall be an amount equal to I/6th of the installment of interest
coming due on the next interest payment date on the then outstanding Notes and Parity
Obligations,plus I/12th of the installment of principal coming due on such Notes 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 Notes and Parity Obligations as the same shall become due and payable.
~Reserve Fund.Money in the Revenue Fund shall next be disbursed to create and
maintain a debt service reserve in an amount equal to the Reserve Fund Requirement.
Such fund shall be known as the Sewer Revenue Debt Service Reserve Fund (the
"Reserve Fund").In each month there shall be deposited in the Reserve Fund an amount
equal to 25%of the amount required by this Resolution to be deposited in such month in
the Sinking Fund for Parity Obligations requiring a reserve;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 Parity Obligations requiring a reserve 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.The Notes authorized herein do not require a reserve nor do
Outstanding Obligations issued under the Program,or WRA Payment Obligations.The
Reserve Fund does not secure the Notes,or Parity Obligations under the Program or
WRA Payment Obligations.
-14-
~Subordinate Obli ations.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 Net Revenues of the System,but
subordinate to the Notes and Parity Obligations,and which have been issued for the
purposes of extensions and improvements to the System or to retire the Notes or Parity
Obligations in advance of maturity,or to pay for extraordinary repairs or replacements to
the System.
Stgl R .Att yth Rt l'gl th R F d tth
close of each month may be deposited in any of the funds created by this Resolution,to
pay for extraordinary repairs or replacements to the System,or may be used to pay or
redeem the Notes or Parity Obligations,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 said funds are listed,on a cumulative
basis on the 10th 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 of said 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.
Section 18.Investments.Moneys on hand in the Project Fund and all of the funds
provided by this Resolution may be invested only in Permitted Investments or deposited in
financial institutions which are members of the Federal Deposit Insurance Corporation,or its
equivalent successor,and the deposits of which are insured thereby and all such deposits
exceeding the maximum amount insured &om time to time by FDIC or its equivalent successor
in any one financial institution shall be continuously secured in compliance with Iowa Code
chapter 12C,or otherwise by a valid pledge of direct obligations of the United States
Government having an equivalent market value.All 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.The provisions of this Section shall not be construed to require the Issuer to
maintain separate accounts for the funds created by this Resolution.
The Sinking Fund shall be segregated in a separate account but may be invested in the
same manner as other funds of the Issuer but designated as a trust fund on the books and records
of the Issuer.The Sinking Fund shall not be available for any other purposes other than those
specified in this Resolution.
All income derived from such investments shall be deposited in the Revenue Fund and
shall be regarded as revenues of the System.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 Re ardin the 0 erationof the S stem.So long as the
Outstanding Obligations remain a lien on the Net Revenues of the System the provisions on the
Prior Note Resolutions shall control.At such time as the Outstanding Obligations are paid off
-15-
and no longer remain a lien on the Net Revenues of the System,this Resolution shall control.
The Issuer hereby covenants and agrees with each and every holder of the Notes and Parity
Obligations:
(a)Maintenance and Efficienc .The Issuer will maintain the System in good
condition and operate it in an efficient manner and at reasonable cost.
(b)Sufficienc of Rates.On or before the beginning of each Fiscal Year the
Governing Body will adopt or continue in effect rates for all services rendered by the
System determined to be sufficient to produce Net Revenues for the next succeeding
Fiscal Year which are (i)adequate to pay the principal and interest requirements thereof
and to create or maintain the reserves as provided in this Resolution,and (ii)not less than
110 percent of the principal and interest requirements of the next succeeding Fiscal Year.
No free use of the System by the Issuer or any department,agency or instrumentality of
the Issuer shall be permitted except upon the determination of the Governing Body that
the rates and changes otherwise in effect are sufficient to provide Net Revenues at least
equal to the requirements of this subsection.
(c)Insurance.The Issuer shall maintain insurance for the benefit of the Noteholders
on the insurable portions of the System of a kind and in an amount which normally would
be carried by private companies engaged in a similar kind of business.The proceeds of
any insurance,except public liability insurance,shall be used to repair or replace the part
or parts of the System damaged or destroyed,or if not so used shall be placed in an
improvement fund for the benefit of the System.
(d)Accountin and Audits.The Issuer will cause to be kept proper books and
accounts adapted to the System and in accordance with generally accepted accounting
practices and will diligently act to cause the books and accounts to be audited and
reported upon by an Independent Auditor and will provide copies of the audit report to
the Department,all as provided in the Agreement.The Original Purchaser and holders of
any of the Notes and Parity Obligations shall have at all reasonable times the right to
inspect the System and the records,accounts and data of the Issuer relating thereto.
(e)State Laws.The Issuer will faithfully and punctually perform all duties with
reference to the System required by the Constitution and laws of the State of Iowa,
including the making and collecting of reasonable and sufficient rates for services
rendered by the System as above provided,and will segregate the revenues of the System
and apply said revenues to the funds specified in this Resolution.
(f)P~ro ert .The Issuer will not sell,lease,mortgage or in any manner dispose of the
System,or any capital part thereof,including any and all extensions and additions that
may be made thereto,until satisfaction and discharge of all of the Notes and Parity
Obligations shall have been provided for in the manner provided in this Resolution;
provided,however,this covenant shall not be construed to prevent the disposal by the
Issuer of property which in the judgment of its Governing Body has become inexpedient
or unprofitable to use in connection with the System,or if it is to the advantage of the
16-
System that other property of equal or higher value be substituted therefor,and provided
further that the proceeds of the disposition of such property shall be placed in a revolving
fund to be used in preference to other sources for capital improvements to the System.
Any such proceeds of the disposition of property acquired with the proceeds of the Notes
or Parity Obligations shall not be used to pay principal or interest on the Notes and Parity
Obligations or for payments into the Sinking or Reserve Funds.
(gi F~id lit B d.Th tth I h ll i t i fd lityb d g i t
which normally would be carried by private companies engaged in a similar kind of
business on each officer or employee having custody of funds of the System.
(h)Additional Char es.The Issuer will require proper connecting charges and/or
other security for the payment of service charges.
(i)B~ud et.The Governing Body of the Issuer shall approve and conduct operations
pursuant to a system budget of revenues and current expenses for each Fiscal Year.Such
budget shall take into account revenues and current expenses during the current and last
preceding Fiscal Years.Copies of such budget and any amendments thereto shall be
mailed to the Original Purchaser and to the Noteholders upon request.
(j)Loan and Disbursement A reement.The Issuer will comply with the terms and
conditions of the Loan and Disbursement Agreement and perform as provided
thereunder.
Section 20.Remedies of Noteholders.Except as herein expressly limited the holder or
holders of the Notes and Parity Obligations shall have and possess all the rights of action and
remedies afforded by the common law,the Constitution and statutes of the State of Iowa,and of
the United States of America,for the enforcement of payment of their Notes and interest thereon,
and of the pledge of the Net Revenues made hereunder,and of all covenants of the Issuer
hereunder.
Section 21.Prior Lien and Parit Obli ations.So long as the Outstanding Obligations
remain a lien on the Net Revenues of the System the provisions on the Prior Note Resolutions
shall control.At such time as the Outstanding Obligations are paid off and no longer remain a
lien on the Net Revenues of the System,this Resolution shall control.The Issuer will issue no
other notes,bonds or obligations of any kind or nature payable from or enjoying a lien or claim
on the property or Net Revenues of the System having priority over the Notes or Parity
Obligations.
Additional Obligations may be issued on a parity and equality of rank with the Notes
with respect to the lien and claim of such Additional Obligations to the Net Revenues of the
System 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 Notes or Parity Obligations which shall
have matured or which shall mature not later than three months after the date of delivery
-17-
of such refunding obligation and for the payment of which there shall be insufficient
money in the Sinking Fund and the Reserve Fund;
(b)For the purpose of making extensions,additions,improvements or replacements
to the System,or refunding any outstanding Notes,Parity Obligations or other obligations
issued for such extensions,additions and improvements,if all of the following conditions
shall have been met:
(i)before any such Additional Obligations ranking on a parity are issued,
there will have been procured and filed with the Clerk,a statement of an
Independent Auditor or Independent Municipal Advisor,not a regular employee
of the Issuer,reciting the opinion based upon necessary investigations that the Net
Revenues of the System for the preceding Fiscal Year (with adjustments as
hereinafter provided)were equal to at least 1.10 times the maximum amount that
will be required in any Fiscal Year prior to the longest maturity of any of the then
outstanding Notes or Parity Obligations for both principal of and interest on all
Notes or Parity Obligations then outstanding which are payable from the Net
Revenues of the System and the Additional Obligations then proposed to be
issued.
For the purpose of determining the Net Revenues of the System for the preceding
Fiscal Year as aforesaid,the amount of the gross revenues for such year may be
adjusted by an independent consulting engineer,the Independent Auditor,or by
the Independent Municipal Advisor so as to reflect any changes in the amount of
such revenues which would have resulted had any revision of the schedule of
rates or charges imposed at or prior to the time of the issuance of any such
Additional Obligations been in effect during all of such preceding Fiscal Year.
(ii)the Additional Obligations must be payable as to principal and as to
interest on the same month and day as the Notes herein authorized.
(iii)for the purposes of this Section,principal and interest falling due on the
first day of a Fiscal Year shall be deemed a requirement of the immediately
preceding Fiscal Year.
(iv)for the purposes of this Section,general obligation bonds or notes shall be
refunded only upon a finding of necessity by the Governing Body and only to the
extent the general obligation bonds or notes were issued or the proceeds thereof
were expended for the System.
(v)for purposes of this Section,"preceding Fiscal Year"shall be the most
recently completed Fiscal Year for which audited financial statements prepared by
a certified public accountant are issued and available,but in no event a Fiscal
Year which ended more than eighteen months prior to the date of issuance of the
Additional Obligations.
18-
Section 22.Dis osition of Proceeds'Arbitra e Not Permitted.The Issuer reasonably
expects and covenants that no use will be made of the proceeds from the issuance and sale of the
Notes issued hereunder which will cause any of the Notes to be classified as arbitrage bonds
within the meaning of Section 148(a)and (b)of the Internal Revenue Code of the United States,
and that throughout the terin of said Notes it will comply with the requirements of said 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 Notes will be used in a manner that would cause the Notes 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 Notes 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 Notes
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 Notes
and Parity Obligations,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 resn'iction 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 Notes to be classified as arbitrage bonds under
Section 148(a)and (b)the Internal Revenue Code or regulations issued thereunder.
The Issuer covenants that it will proceed with due diligence to spend the proceeds of the
Notes 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 any portion of the facilities constructed therefrom by persons other than the Issuer or the
general public unless it has obtained an opinion of bond counsel or a revenue ruling that the
proposed project or use will not be of such character as to cause interest on any of the Notes not
to be exempt from federal income taxes in the hands of holders other than substantial users of the
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 Re resentations and Warranties of the Issuer.The
Issuer certifies and covenants with the purchasers and holders of the Notes 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 Notes;(c)consult with bond counsel (as defined in the Tax Exemption
-19-
Certificate);(d)pay to the United States,as necessary,such sums of money representing required
rebates of excess arbitrage profits relating to the Notes;(e)file such forms,statements and
supporting documents as may be required and in a timely manner;and (fl 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 24.Amendment of Resolution to Maintain Tax Exem tion.This Resolution
may be amended without the consent of any owner of the Notes if,in the opinion of bond
counsel,such amendment is necessary to maintain tax exemption with respect to the Notes under
applicable Federal law or regulations.
Section 25.Dischar e and Satisfaction of Notes.The covenants,liens and pledges
entered into,created or imposed pursuant to this Resolution may be fully discharged and
satisfied with respect to the Notes and Parity Obligations,or any of them,in any one or more of
the following ways:
(a)By paying the Notes or Parity Obligations 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 said 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 said 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 Notes or Obligations 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 Notes and Parity Obligations,and
after the issuance of any of the Notes no change,variation or alteration of any kind in the
provisions of this Resolution shall be made in any manner,except as provided in the next
succeeding Section,until such time as all of the Notes and Parity Obligations,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 Obligations,amend or
supplement this Resolution for any one or more of the following purposes:
-20-
(a)to cure any ambiguity,defect,omission or inconsistent provision in this
Resolution or in the Notes or Parity Obligations;or to comply with any applicable
provision of law or regulation of federal or state agencies;provided,however,that such
action shall not materially adversely affect the interests of the holders of the Notes or
Parity Obligations;
(b)to change the terms or provisions of this Resolution to the extent necessary
to prevent the interest on the Notes or Parity Obligations 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 Notes or Parity Obligations
any additional rights,remedies,powers or authority that may lawfully be granted to or
conferred upon the holders of the Notes;
(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 of this Resolution additional pledged
revenues as may be permitted by law.
Section 28.Amendment of Resolution Re uirin 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 Notes and Parity Obligations at any time
outstanding (not including in any case any Notes which may then be held or owned by or for the
account of the Issuer,but including such Refunding Obligations as may have been issued for the
purpose of refunding any of such Notes if such Refunding Obligations 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 Notes,or modify the terms
of payment of principal of or interest on the Notes or any of them or impose any
conditions with respect to such payment;
(b)Materially affect the rights of the holders of less than all of the Notes and Parity
Obligations then outstanding;and
(c)Reduce the percentage of the principal amount of Notes,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 Note 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 of the City Clerk.
-21-
Whenever at any time within one year from the date of the mailing of said 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 Notes then outstanding as in this Section defined,
which instrument or instruments shall refer to the proposed amendatory Resolution described in
said 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 Notes and Parity
Obligations.
Any consent given by the holder of a Note 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 Note 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 Notes 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 Notes described in such
certificate.
Notwithstanding anything in this Section to the contrary,the holder or holders of 100%
of the Notes and Parity Obligations may consent to any amendment of this Resolution,or waive
any notices required hereunder,on such terms and under such conditions as said holders shall
determine to be appropriate.
S tt 29.~ghitit.tf y tl,p g ph,p ll fthlh ltl hll
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 remaining provisions.
Section 30.Re eal of Conflictin 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.
Section 31.Rule of Construction.This Resolution and the terms and conditions of the
Notes authorized hereby shall be construed whenever possible so as not to conflict with the terms
and conditions of the Loan and Disbursement Agreement.In the event such construction is not
possible,or in the event of any conflict or inconsistency between the terms hereof and those of
-22-
the Loan and Disbursement Agreement,the terms of the Loan and Disbursement Agreement
shall prevail and be given effect to the extent necessary to resolve any such conflict or
inconsistency.
PASSED AND APPROVED this 18 day of June,2018.
Presiding 0 teer
ATTEST:
City Clerk
RESULTS OF VOTE:
Anna Bergman
R.Charles Bottenberg
Courtney Clarke
Shelly Hughes
Larry R.Lyon
AYE
X
X
X
NAY ABSENT ABSTAIN
-23-
Exhibit A
Des Moines Metropolitan Wastewater Reclamation Authority ("WRA")Existing Payment Obligations
Date
of Issue
06/08A
06/08B
06/08D
3/09B
7/09C
4/10A
4/10B
6/10C-1
6/10C-2
3/11B
5/I I A
5/11C
12/11D
5/12B
5/12C
5/12D
11/12E
11/12F
11/12G
4/13A
6/13B
I/14A
2/14C
2/14D
1/15A
1/15B
I/15C
5/15E
2/16A
12/16E
12/16F-
12/17 A
5/18A
Total
Allocated/
Original
Amount
$477,428
312,970
126,140
388,920
425,960
233,750
324,100
37,200
389,150
739,461
1,046,925
259,564
378,144
130,229
303,660
118,090
577,854
67,087
592,020
141,680
1,717,863
35,820
268,488
179,040
307,768
8,105
85,792
1,178,866
178,858
34,886
706,400
855,380
179,088
P~ur ose
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Revenue Refunding Bonds
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Revenue Refunding Bonds
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Sewer Improvements (SRF Loan)
Final
Maturity
6/39
6/39
6/38
6/39
6/39
6/40
6/40
6/32
6/32
6/41
6/42
6/41
6/43
6/42
6/43
6/42
6/43
6/43
6/44
6/43
6/34
6/34
6/34
6/34
6/35
6/34
6/35
6/36
6/35
6/36
6/48
6/49
6/49
Principal
Outstanding
As of 6/19/18
$433,198 0
279,470 l
108,507 'i
359,765 l
393,958 )
231,842 1
309,588 l
44,865 "l
359,010 "l
729 587 '")
1,196,820 80
269,933 ')
457,515
129,996 ')
368,820 "l
139 590 ")
590,752 ')
68 544 '"'
730,026 '"l
158,670 Ãl
1,700,025 0
33 638
247,501
169,565
262,980 ')
6908 "
80,507 )
1 077496 ")
155,160 "l
30,752 "1
706,400 '"
855,380'i
779 988 "'
$12,865,856
The amounts above represent the City's share of the par amount for various issues.Other
participating communities within the WRA pay the remaining amounts.Flow-based allocations
are subject to change on an annual basis;as such the amount outstanding may be greater than the
amount issued due to fluctuations in flow.