HomeMy WebLinkAbout2015-07-06-Resolutions 15-206_Bonds - Water Revenue CLN Series 2015B - IssuanceRESOLUTION 15-206
A RESOLUTION APPROVING AND AUTHORIZING A FORM
OF LOAN AGREEMENT AND AUTHORIZING AND
PROVIDING FOR THE ISSUANCE AND SECURING THE
PAYMENT OF $1,450,000 WATER REVENUE CAPITAL LOAN
NOTES,SERIES 2015B,OF THE CITY OF WAUKEE,STATE
OF IOWA,UNDER THE PROVISIONS OF THE CODE OF
IOWA,AND PROVIDING FOR A METHOD OF PAYMENT OF
THE NOTES
WHEREAS,the City Council of the City of Waukee,State of 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 Waukee Water
Utility,sometimes hereinafter referred to as the "System",and the revenues are available for the
payment of Water Revenue Capital Loan Notes,Series 2015B,subject to the following premises;
and
WHEREAS,Issuer proposes to issue its Water Revenue Capital Loan Notes,Series
2015B,to the extent of $1,450,000,for the purpose of defraying the costs of the project as set
forth in Section 3 of this Resolution;and,it is deemed necessary and advisable and in the best
interests of the City that a form of Loan Agreement be approved and authorized;and
WHEREAS,there have been heretofore issued certain water 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 Note Resolution it is provided that additional Revenue Notes or
Bonds 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 Public Financial Management,Inc.,an independent financial
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 Note Resolution,with regard to the
sufficiency of the Net Revenues of the System to permit the issuance of additional Revenue
Notes or Bonds 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 not to
exceed $1,540,000 Water Revenue Capital Loan Notes,Series 2015B,has heretofore been duly
published and no objections to such proposed action have been filed;and the Issuer desires to
proceed with the issuance of $1,450,000 Notes.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WAUKEE,IN THE COUNTY OF DALLAS,STATE OF IOWA:
Section 1.Definitions.The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
~"Additional Obligations"shall mean any water revenue notes or bonds issued on a
parity with the Notes in accordance with the provisions of this Resolution.
"Authorized Denominations"shall mean $5,000 or any integral multiple thereof.
~"Beneficial Owner"shall mean the person in whose name such Note is recorded
as the beneficial owner of a Note by a Participant on the records of such Participant or
such person's subrogee.
~"Cede k Co."shall mean Cede &Co.,the nominee of DTC,and any successor
nominee of DTC with respect to the Notes.
~"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.
~"Continuing Disclosure Certificate"shall mean that certain Continuing Disclosure
Certificate executed by the Issuer and dated the date of issuance and delivery of the
Notes,as originally executed and as it may be amended from time to time in accordance
with the terms thereof.
~"Depository Notes"shall mean the Notes 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.
~"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 Notes.
"Fiscal Year"shall mean the twelve-month 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.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,except to the extent of any conflict with the terms of the
Outstanding Bonds while the same remain outstanding.
~"Governing Body"shall mean the City Council of the City,or its successor in
function with respect to the operation and control of the System.
"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,State of Iowa.
"Loan Agreement"shall mean a Loan Agreement between the Issuer and a lender
or lenders in substantially the form attached to and approved by this Resolution.
"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"shall mean $1,450,000 Water Revenue Capital Loan Notes,Series
2015B,authorized to be issued by this Resolution.
~"Original Purchaser"shall mean the purchaser of the Notes from Issuer at the time
of their original issuance.
"Outstanding Obligations"shall mean the Taxable Water Revenue Notes,Series
2015C dated September 5,2012,issued in accordance with the Prior Note Resolution
$2,325,000 of which obligations are still outstanding and unpaid and remain a lien on the
Net Revenues of the System.
~"Parity Obligations"shall mean water revenue notes,bonds or other obligations
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.
~"Participants"shall mean those broker-dealers,banks and other financial
institutions for which DTC holds Notes as securities depository.
~"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
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.
"Prior Note Resolution"shall mean resolution dated August 20,2012,authorizing
the Outstanding Obligations.
~"Project Fund"shall mean the fund required to be established by this Resolution
for the deposit of the proceeds of the Notes.
"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 Notes.
Unless otherwise specified,the Registrar shall also act as Transfer Agent for the Notes.
"Representation Letter"shall mean the Blanket Issuer Letter of Representations
executed and delivered by the Issuer to DTC on file with DTC.
~"Reserve Fund Requirement"shall mean an amount equal to the lesser of (a)the
maximum annual amount of the principal and interest coming due on the Notes and Parity
Obligations;(b)10 'ltt of the stated principal amount of the Notes and Parity Obligations
or (c)125'to of the average annual principal and interest coming due on the Notes and
Parity Obligations.For purposes of this definition:(I)"issue price"shall be substituted
for "stated principal amount"for issues with original issue discount or original issue
premium of more than a de minimus amount and (2)stated principal amount shall not
include any portion of an issue refunded or advance refunded by a subsequent issue.
~"Resolution"shall mean this resolution authorizing the issuance of the Notes.
"System"shall mean the Waukee Water Utility of the Issuer and all properties of
every nature hereinafter owned by the Issuer comprising part of or used as a part of the
System,including all improvements and extensions made by Issuer while any of the
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 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 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 ti 2.A~th it .Th L Ag t dth N t th dhytii
Resolution shall 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 Loan 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,State of Iowa,in the aggregate amount of $1,450,000,for the purpose of paying
costs of improvements and extensions to the municipal water system,including
installation of new water main.
S tt 4.~SfP t.Th Nt h t th t d dP ttyNt d
Parity Obligations and 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 Net Revenues to be sufficient for the payment of the Notes.
Section 5.Note Details.Water Revenue Capital Loan Notes,Series 2015B,of
the City in the amount of $1,450,000,shall be issued to evidence the obligations of the
Issuer under the Loan 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
"$1,450,000 water revenue CAPITAL LOAN noteS,SERIES 2015B",be dated July 21,
2015,and bear interest from the date thereof,until payment thereof,at the office of the
Paying Agent,such interest payable on June I,2016,and semiannually thereafter on the
1st day of June and December in each year until maturity at the rates hereinafter
provided.
The Notes shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the City Clerk,and impressed or
printed with the seal of the City and shall be fully registered as to both principal and
interest as provided in this Resolution;principal,interest and premium,if any,shall be
payable at the office of the Paying Agent by mailing of a check to the registered owner of
the Note.The Notes shall be in the denomination of $5,000 or multiples thereof.The
Notes shall mature and bear interest as follows:
Principal
Amount
Interest
Rate
Maturity
June 1"
$110,000
$110,000
$110,000
$115,000
$115,000
$115,000
$120,000
$125,000
$125,000
$130,000
$135,000
$140,000
3.00%
3.00%
3.00%
3.00%
3.00%
3.00%
3.00%
3.00%
3.00%
3.00%
3.00%
3.00%
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
3 t 6.R~dtt'.N t t 1 gdk 3 1,2023,36 11 df
redemption by the Issuer and paid before maturity on such date or any date thereafter,from any
funds regardless of source,in whole or from time to time in part,in any order of maturity and
within an annual maturity by lot.The terms of redemption shall be par,plus accrued interest to
date of call.
Thirty days'notice of redemption shall be given to the registered owner of the Note.
Failure to give such notice by mail to any registered owner of the Notes or any defect therein
shall not affect the validity of any proceedings for the redemption of the Notes.All Notes or
portions thereof called for redemption will cease to bear interest after the specified redemption
date,provided funds for their redemption are on deposit at the place of payment.
If less than all of a maturity is called for redemption,the Issuer will notify DTC of the
particular amount of such maturity to be redeemed prior to maturity.DTC will determine by lot
the amount of each Participant's interest in such maturity to be redeemed and each Participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed.All
prepayments shall be at a price of par plus accrued interest.
Section 7.Issuance of Notes in Book-Entr Form Re lacement Notes.
(a)Notwithstanding the other provisions of this Resolution regarding registration,
ownership,transfer,payment and exchange of the Notes,unless the Issuer determines to permit
the exchange of Depository Notes for Notes in the Authorized Denominations,the Notes shall be
issued as Depository Notes in denominations of the entire principal amount of each maturity of
Notes (or,if a portion of the principal amount is prepaid,the principal amount less the prepaid
amount);and such Depository Notes shall be registered in the name of Cede 2 Co.,as nominee
of DTC.Payment of semi-annual interest for any Depository Note 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 Notes at the address indicated in or pursuant to the Representation
Letter.
(b)With respect to Depository Notes,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 of DTC or its
nominee or of any Participant with respect to any ownership interest in the Notes,(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 Notes,(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 Notes,or (iv)the failure of DTC 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 Note for the purpose of payment of the principal of,
premium,if any,and interest on such Note,for the purpose of all other matters with respect to
such Note,for the purpose of registering transfers with respect to such Notes,and for all other
purposes whatsoever (except for the giving of certain Noteholder 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 Notes only to or upon the order of the
noteholders 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 Notes to the extent so paid.Notwithstanding the provisions
of this Resolution to the contrary (including without limitation those provisions relating to the
surrender of Notes,registration thereof,and issuance in Authorized Denominations),as long as
the Notes are Depository Notes,full effect shall be given to the Representation Letter and the
procedures and practices of DTC 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
Notes 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 Notes,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
Notes for replacement Notes in Authorized Denominations.
(d)To the extent authorized by law,if the Issuer determines to provide for the
exchange of Depository Notes for Notes in Authorized Denominations,the Issuer shall so notify
the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated
Notes to be so exchanged.The Registrar shall thereupon notify the owners of the Notes and
provide for such exchange,and to the extent that the Beneficial Owners are designated as the
transferee by the owners,the Notes 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 Notes,(ii)
registration and transfer of interests in Depository Notes 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
Notes in accordance with and as such interests may appear with respect to such book entries.
Section 8.Re istration of Notes A ointment of Re istrar Transfer Ownershi
Deliver and Cancellation.
f)Roti .Th htp fNt yh t f d lyhyth dtg f
an entry upon the books kept for the registration and transfer of ownership of the Notes,
and in no other way.Bankers Trust Company is hereby appointed as Note 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 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.
fd)0~hi.A t yN t,th p t h th htp 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 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
Notes to the Issuer.
(fl 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.
(g)Re istration and Transfer Fees.The Registrar may furnish to each owner,at the
Issuer's expense,one note for each annual maturity.The Registrar shall furnish
additional Notes in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
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
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 Notes,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.Payment of principal
shall only be made upon surrender of the Notes to the Paying Agent.
Section 11.Execution Authentication and Deliver of the Notes.Upon the adoption of
this Resolution,the Mayor and Clerk shall execute 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.
No Notes shall be authenticated and delivered by the Registrar,unless and until there
shall have been provided the following:
A certified copy of the resolution of Issuer approving the execution of a Loan
Agreement and a copy of the Loan Agreement;
A written order of Issuer signed by the Treasurer directing the authentication and
delivery of the Notes to or upon the order of the Original Purchaser upon payment of
the purchase price as set forth therein;
The approving opinion of Ahlers &Cooney,P.C.,Bond Counsel,concerning the
validity and legality of all the Notes proposed to be issued.
Section 12.Ri ht to Name Substitute Pa in A ent or Re istrar.Issuer reserves the
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:
The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
"STATE OF IOWA"
"COUNTY OF DALLAS"
"CITY OF WAUKEE"
"WATER REVENUE CAPITAL LOAN NOTE"
"SERIES 2015B"
Rate:3.00%
Maturity:
Note Date:July 21,2015
CUSIP No.:
"Registered"
Note No.
Principal Amount:$
The City of Waukee,State of 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
(Registration panel to be completed by Registrar or Printer with name of Registered
Owner).
or registered assigns,the principal sum of
THOUSAND DOLLARS in lawful money of the United States of America,on the maturity date
shown above,only upon presentation and surrender hereof at the office of Bankers Trust
Company,Paying Agent of this issue,or its successor,with interest on such sum from the date
hereof until paid at the rate per annum specified above,payable on June I,2016,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 Note as shown on the
records of ownership maintained by the Registrar as of the 15th day of the month preceding such
interest payment date.
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 improvements and extensions to the municipal
water system,including installation of new water main,and in order to evidence the obligations
of the Issuer under a certain Loan Agreement dated 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 Agreement and Resolution.
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 k Co.or to such other Issuer as is requested by an authorized
representative of DTC),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 k Co.,has an interest herein.
Notes maturing after June I,2023,may be called for redemption by the Issuer and paid
before maturity on such date or any date thereafter,from any funds regardless of source,in
whole or from time to time in part,in any order of maturity and within an annual maturity by lot.
The terms of redemption shall be par,plus accrued interest to date of call.
Thirty days'written notice of redemption shall be given to the registered owner of the
Bond.Failure to give written notice to any registered owner of the Bonds or any defect therein
shall not affect the validity of any proceedings for the redemption of the Bonds.All bonds or
portions thereof called for redemption will cease to bear interest Mer the specified redemption
date,provided funds for their redemption are on deposit at the place of payment.Written notice
will be deemed completed upon transmission to the owner of record.
If less than all of a maturity is called for redemption,the Issuer will notify DTC of the
particular amount of such maturity to be redeemed prior to maturity.DTC will determine by lot
the amount of each Participant's interest in such maturity to be redeemed and each Participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed.All
prepayments shall be at a price of par plus accrued interest.
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by Bankers Trust Company,the Registrar.Such nansfer on the books shall occur only
upon presentation and surrender of this Note 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 Noteholders of
such change.All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial
Code and 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 the Notes,as provided in the Note Resolution and Loan 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 Waukee Water Utility (the "System"),as defined
and provided in the 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 the System in each year for the payment of the proper and reasonable expenses of
operation and maintenance of the 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 the
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,the 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 Clerk,with the seal of the City printed or impressed hereon,and authenticated by
the manual signature of an authorized representative of the Registrar,Bankers Trust Company,
Des Moines,Iowa.
Date of Authentication:
This is one of the Notes described in the within mentioned
Resolution,as registered by Bankers Trust Company
BANKERS TRUST COMPANY,Registrar
By:
Authorized Signature
Registrar and Transfer Agent:
Paying Agent:
Bankers Trust Company
Bankers Trust Company
SEE REVERSE FOR CERTAIN DEFINITIONS
(Seal)
(Signature Block)
CITY OF WAUKEE,STATE OF IOWA
By
Mayor
ATTEST:
(manual or facsimile signature)
By:
City Clerk
(manual or facsimile signature)
(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.
the
Dated this day of ,2015.
SIGNATURE
GUARANTEED
(Person(s)executing this Assignment sign(s)
here)
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 Note(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
If 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)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE ABOVE LIST
E tl 14.~Elit fU .Th tl lyp y t fpl lpl f dl t t th
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
applied as follows:
An amount equal to accrued interest shall be deposited in the Sinking Fund for
application to the first payment of interest on the Notes.
+An amount sufficient to meet the Reserve Fund Requirement shall be deposited in
the Reserve Fund.
The balance of the proceeds shall be deposited to the Project Fund and expended
therefrom for the purposes of issuance.
The Project Fund shall be invested in accordance with Section 19 of this Resolution.
Earnings on investments of the Project Fund shall be deposited in and expended from the Project
Fund.Any amounts on hand in the Project Fund shall be available for the payment of the
principal of or interest on the 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 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.The
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.So long as the Notes are outstanding and unpaid the rates
or charges to consumers of services of the System shall be sufficient in each year for the
payment of the proper and reasonable expenses of operation and maintenance of the System and
for the payment of principal and interest on the Notes and Parity Notes and obligations as the
same fall due,and to provide for the creation of reserves as hereinafter provided.
Any revenues 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.The provisions in the Prior Note Resolution
whereby there was created and is to be maintained a Water Revenue Note Principal and Interest
Sinking Fund (the "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,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 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 for the Outstanding Obligations.Except as may be otherwise
provided in the above Prior Note Resolution,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
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:
(a)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 Water Revenue 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.
(b)~bi&i F d.M yl th R F d hit tb gib dt
make deposits into a separate and special fund to pay the principal and interest
requirements of the Fiscal Year on the Notes and Parity Obligations.The fund shall be
known as the Water Revenue Note and Interest Sinking Fund (the "Sinking Fund").The
required amount to be deposited in the Sinking Fund in any month shall be the equal
monthly amount necessary to pay in full the installment of interest coming due on the
next interest payment date on the then outstanding Notes and Parity Obligations,plus the
equal monthly amount necessary to pay in full 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.
(c)Reserve Fund.Money in the Revenue Fund shall be disbursed to maintain
a debt service reserve in an amount equal to the Reserve Fund Requirement.Such fund
shall be known as the Water Revenue Debt Service Reserve Fund (the "Reserve Fund").
In each month there shall be deposited in the Reserve Fund an amount equal to 25 percent
of the amount required by this Resolution to be deposited in such month in the Sinking
Fund;provided,however,that when the amount on deposit in the Reserve Fund shall be
not less than the Reserve Fund Requirement,no further deposits shall be made into the
Reserve Fund except to maintain such level,and when the amount on deposit in the
Reserve Fund is greater than the balance required above,such additional amounts shall be
withdrawn and paid into the Revenue Fund.Money in the Reserve Fund shall be used
solely for the purpose of paying principal at maturity of or interest on the Notes and
Parity Obligations for the payment of which insufficient money shall be available in the
Sinking Fund.Whenever it shall become necessary to so use money in the Reserve Fund,
the payments required above shall be continued or resumed until it shall have been
restored to the required minimum amount.At closing,$137,760 shall be deposited into
the Reserve Fund (and commingled with existing funds in the amount of $194,875)to
satisfy the Reserve Fund Requirement.
(d)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 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.
()Rttl R .At(yth ft llgl ~th R F dt
the 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 the 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 the funds or accounts,the deficiency shall be
made up in the following month or months after payments into all funds and accounts enjoying a
prior claim to the revenues shall have been met in full.The provisions of this Section shall not
be construed to require the Issuer to maintain separate bank accounts for the funds created by this
Section;except the Sinking Fund and the Reserve Fund shall be maintained in a separate account
but may be invested in conjunction with other funds of the City but designated as a trust fund on
the books and records of the City.
Section 18.Outstandin Obli ations.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 Resolution shall be inclusive of payments required in respect
to the Outstanding Obligations.The provisions of the resolution or resolutions referred to in
Section I of this Resolution 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 authorized
by the resolution have been paid in full or otherwise satisfied as therein provided at which time
the provisions of this Resolution shall again prevail.
Section 19.Investments.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 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 any one financial institution shall be continuously secured
in compliance with Chapter 12C of the Code of Iowa,2015,as amended,or otherwise by a valid
pledge of direct obligations of the United States Government having an equivalent market value.
All such interim investments shall mature before the date on which the moneys are required for
the purposes for which the fund was created or otherwise as herein provided but in no event
maturing in more than three years in the case of the Reserve Fund.
All income derived from such investments shall be deposited in the Revenue Fund and
shall be regarded as revenues of the 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 20.Covenants Re ardin the 0 eration of the S stem.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 adequate to pay principal and interest requirements and create reserves as
provided in this Resolution but not less than 125 percent of the principal and interest
requirements of the 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 charges otherwise in effect are
sufficient to provide Net Revenues at least equal to the requirements of this subsection.
(c)Insurance.That 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 the Revenue Fund.
(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 annually
and reported upon not later than 180 days after the end of each Fiscal Year by an
Independent Auditor and will provide copies of the audit report to the holders of any of
the Notes and Parity Obligations upon request.The 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 the revenues to the funds specified in this Resolution.
(f)~Pro 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,that 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 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 or Parity Obligations or for payments into the Sinking or Reserve
Fund.
igi F~id lit B d.Th I h ll i t i fd lityb d g i~
amounts 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 Year.Copies of such budget and any amendments
thereto shall be provided to the holders of any of the Notes upon request.
Section 21.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 revenues made hereunder,and of all covenants of the Issuer hereunder.
Section 22.Prior Lien and Parit Obli ations.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 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 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
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 refunding any outstanding Notes,Parity Obligations or general
obligation notes or making extensions,additions,improvements or replacements to the
System,if all of the following conditions shall have been met;
(i)before any such Additional Obligations ranking on a parity
are issued,there will have been procured and filed with the City Clerk,a
statement of an Independent Auditor,or anindependent financial 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 1.25 times the maximum amount that will be required in
any Fiscal Year prior to the longest maturity of any of the Notes or Parity
Obligations for both principal of and interest on all Notes and 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 Auditor,or an independent
financial advisor,not a regular employee of the Issuer,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 Additional Obligations.
Nothing in this Section shall prohibit or restrict the right of the Issuer to issue
additional revenue bonds or other revenue obligations and to provide that the principal of
and interest on said revenue bonds or obligations shall be payable out of the Net
Revenues of the System,provided that such additional revenue bonds or obligations shall
be junior and subordinate to the Notes.
Section 23.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 term of the Notes it will comply with the requirements of such 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
notes.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 restriction provided in this
Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that
the proposed investment action will not cause the 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 24.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
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 (I)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 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 the obligations and irrevocably appropriated
exclusively to that purpose an amount in cash or direct obligations of the United States
the maturities and income of which shall be sufficient to retire at maturity,or by
redemption prior to maturity on a designated date upon which the obligations may be
redeemed,all of such obligations outstanding at the time,together with the interest
thereon to maturity or to the designated redemption date,premiums thereon,if any,that
may be payable on the redemption of the same;provided that proper notice of redemption
of all such obligations to be redeemed shall have been previously published or provisions
shall have been made for such publication.
Upon such payment or deposit of money or securities,or both,in the amount and manner
provided by this Section,all liability of the Issuer with respect to the Notes or Parity 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 Notes and Parity Obligations,amend or
supplement this Resolution for any one or more of the following purposes:
(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 application
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 of 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.
Whenever at any time within one year from the date of the mailing of the notice there
shall be filed with the City Clerk an instrument or instruments executed by the holders of at least
two-thirds in aggregate principal amount of the Notes then outstanding as in this Section defined,
which instrument or instruments shall refer to the proposed amendatory Resolution described in
the notice and shall specifically consent to and approve the adoption thereof,thereupon,but not
otherwise,the Governing Body of the Issuer may adopt such amendatory Resolution and such
Resolution shall become effective and binding upon the holders of all of the 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 afler 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.
S tt 29.~Spit'I .If y t,p g pg,p II ftgt R I tt I lt
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.Continuin Disclosure.The Issuer hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate,and the
provisions of the Continuing Disclosure Certificate are hereby approved and incorporated by
reference as part of this Resolution and made a part hereof and the Mayor and City Clerk are
hereby authorized to execute and deliver the same at issuance of the Notes.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 Notes 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 Notes (including persons holding
Notes through nominees,depositories or other intermediaries),or (b)is treated as the owner of
any Notes for federal income tax purposes.
Section 31.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.
ADOPTED AND APPROVED this 6'"day of July,2015
ATTEST:
City Clerk
ROLL CALL VOTE
Shane Blanchard
Brian Harrison
Casey L.Harvey
Shelly Hughes
Rick Peterson
AYE
X
X
X
X
Mayor
NAY ABSENT ABSTAIN