HomeMy WebLinkAbout2015-11-02-Resolutions 15-375_Bonds - GO CLN Series 2015C - Authorize IssuanceRESOLUTION 15-375
RESOLUTION APPROVING AND AUTHORIZING A FORM
OF LOAN AGREEMENT AND AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF $7,340,000 GENERAL
OBLIGATION CAPITAL LOAN NOTES,SERIES 2015C,AND
LEVYING A TAX TO PAY SAID NOTES,APPROVAL OF
THE TAX EXEMPTION CERTIFICATE AND CONTINUING
DISCLOSURE CERTIFICATE
WHEREAS,the Issuer is duly incorporated,organized and exists under and by virtue of
the laws and Constitution of the State of Iowa;and
WHEREAS,the Issuer is in need of funds to pay costs of streets,streetscape,sidewalk,
trail,bridge and sewer,storm water and water utility improvements;the acquisition,
improvement and installation of traffic signals and signage;rehabilitation,improvement and
equipping of City parks;and refunding outstanding indebtedness of the City,including to
currently refund General Obligation Corporate Purpose Bonds,Series 2006A,essential corporate
purpose(s),and it is deemed necessary and advisable that General Obligation Capital Loan
Notes,Series 2015C,to the amount of not to exceed $7,500,000 be authorized for said
purpose(s);and
WHEREAS,pursuant to notice published as required by Section 384.24A and 384.25 of
said Code,this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of the Notes,and the Council is therefore now authorized to proceed
with the issuance of said Notes for such purpose(s);and
WHEREAS,the City is in need of funds to pay costs of improvements to City facilities,
including HVAC and roof at the library,and parking lot improvements at City Hall,general
corporate purpose(s),and it is deemed necessary and advisable that General Obligation Capital
Loan Notes,to the amount of not to exceed $550,000 be authorized for said purpose(s);and
WHEREAS,the Issuer has a population of more than 5,000 but not more than 75,000,
and the Notes for these purposes do not exceed $700,000;and
WHEREAS,pursuant to notice published as required by Section 384.24A and 384.26 (5)
of said Code,the Council of the City has held public meeting and hearing upon the proposal to
institute proceedings for the issuance of Notes for general corporate purpose(s)in the amounts as
above set forth,and,no petition for referendum having been received,the Council is therefore
now authorized to proceed with the issuance of said Notes for such purpose(s);and
WHEREAS,pursuant to Section 384.28 of the Code of Iowa,it is hereby found and
determined that the various general obligation Notes authorized as hereinabove described shall
be combined for the purpose of issuance in a single issue of $7,340,000 General Obligation
Capital Loan Notes as hereinafter set forth;and
WHEREAS,the above mentioned notes were heretofore sold and action should now be
taken to issue said notes conforming to the terms and conditions of the proposal.
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:
thereof.
"Authorized Denominations"shall mean $5,000 or any integral multiple
~"Beneficial Owner"shall mean,whenever used with respect to a Note,the
person in whose name such Note is recorded as the beneficial owner of such Note by a
Participant on the records of such Participant or such person's subrogee.
"Blanket Issuer Letter of Representations"shall mean the Representation
Letter from the Issuer to DTC,with respect to the Note.
~"Cede k Co."shall mean Cede Bc Co.,the nominee of DTC,and any
successor nominee of DTC with respect to the Notes.
~"Continuing Disclosure Certificate"shall mean that certain Continuing
Disclosure Certificate approved under the terms of this Resolution and to be 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.
"Current Refunded Portion"shall mean $510,000 of the Notes to refund
the Refunded Bonds.
"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,which will act as securities depository for the Notes pursuant to the
Representation Letter.
"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.
~"New Money Portion"shall mean $6,830,000 of the Notes issued to pay
the costs of streets,streetscape,sidewalk,trail,bridge and sewer,storm water and water
utility improvements;the acquisition,improvement and installation of traffic signals and
signage;rehabilitation,improvement and equipping of City parks;and improvements to
City facilities,including HVAC and roof at the library,and parking lot improvements at
City Hall.
~"Note Fund"shall mean the fund created in Section 3 of this Resolution.
"Notes"shall mean $7,340,000 General Obligation Capital Loan Notes,
Series 2015C,authorized to be issued by this Resolution.
"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.
~"Project"shall mean the costs of streets,streetscape,sidewalk,trail,bridge
and sewer,storm water and water utility improvements;the acquisition,improvement and
installation of traffic signals and signage;rehabilitation,improvement and equipping of
City parks;and refunding outstanding indebtedness of the City,including to currently
refund General Obligation Corporate Purpose Bonds,Series 2006A;and improvements to
City facilities,including HVAC and roof at the library,and parking lot improvements at
City Hall.
~"Project Fund"shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Notes.
~"Project Fund"shall mean,as to the New Money Portion,the fund
established under this Resolution for the deposit of a portion of the proceeds to pay the
costs of streets,streetscape,sidewalk,trail,bridge and sewer,storm water and water
utility improvements;the acquisition,improvement and installation of traffic signals and
signage;rehabilitation,improvement and equipping of City parks;and improvements to
City facilities,including HVAC and roof at the library,and parking lot improvements at
City Hall.As to the Current Refunded Portion,"Project Fund"shall mean the portion of
the proceeds that will be used,together with interest earnings thereon,to pay the
principal,interest and redemption premium,if any,on the Refunded Bonds.
"Rebate Fund"shall mean the fund so defined in and established pursuant
to the Tax Exemption Certificate.
"Refunded Bonds"shall mean $525,000 of the $1,200,000 General
Obligation Corporate Purpose Bonds,Series 2006A,dated February 6,2006.
"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.
"Resolution"shall mean this resolution authorizing the Notes.
~"Tax Exemption Certificate"shall mean the Tax Exemption Certificate
approved under the terms of this Resolution and to be 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.
Section 2.Lev and Certification of Annual Tax Other Funds to be Used.
a)Lev of Annual Tax.That for the purpose of providing funds to pay the
principal and interest of the Notes hereinafter authorized to be issued,there is hereby
levied for each future year the following direct annual tax on all of the taxable property in
the City of Waukee,State of Iowa,to-wit;
AMOUNT
FISCAL YEAR (JULY I TO JUNE 30)
YEAR OF COLLECTION
$854,640~
$1,202,750
$637,350
$637,650
$497,750
$495,450
$498,050
$496,650
$496,050
$498,900
$498,400
$495,500
$497,300
$498,650
$499,500
2015/2016
2016/2017
2017/2018
2018/2019
2019/2020
2020/2021
2021/2022
2022/2023
2023/2024
2024/2025
2025/2026
2026/2027
2027/2028
2028/2029
2029/2030
*Levies from the Refunded Notes have been included in the budget previously certified
and will be used together with available City funds to pay the principal and interest of the
Note coming due in 2015/2016.
(NOTE:For example the levy to be made and certified against the taxable valuations of
January I,2014,will be collected during the fiscal year commencing July I,2015).
b)Resolution to be Filed With Count Auditor.A certified copy of this
Resolution shall be filed with the Auditor of Dallas County,Iowa and the Auditor is
hereby instructed in and for each of the years as provided,to levy and assess the tax
hereby authorized in Section 3 of this Resolution,in like manner as other taxes are levied
and assessed,and such taxes so levied in and for each of the years aforesaid be collected
in like manner as other taxes of the City are collected,and when collected be used for the
purpose of paying principal and interest on said Notes issued in anticipation of the tax,
and for no other purpose whatsoever.
c)Additional Cit Funds Available.Principal and interest coming due at any
time when the proceeds of said tax on hand shall be insufficient to pay the same shall be
promptly paid when due from current funds of the City available for that purpose and
reimbursement shall be made from such special fund in the amounts thus advanced.
Section 3.Note Fund.Said tax shall be assessed and collected each year at the same time
and in the same manner as,and in addition to,all other taxes in and for the City,and when
collected they shall be converted into a special fund within the Debt Service Fund to be known
as the "GENERAL OBLIGATION CAPITAL LOAN NOTE FUND NO.I"(the "Note Fund"),
which is hereby pledged for and shall be used only for the payment of the principal of and
interest on the Notes hereinWer authorized to be issued;and also there shall be apportioned to
said fund its proportion of taxes received by the City from property that is centrally assessed by
the State of Iowa.
Section 4.A lication of Note Proceeds.Proceeds of the Notes,other than accrued
interest except as may be provided below,shall be credited to the Project Fund and expended
therefrom for the purposes of issuance.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
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 or
this Resolution.
Proceeds invested shall mature before the date on which the moneys are required for
payment of principal and interest on the Refunded Bonds for the Project.Accrued interest,if
any,shall be deposited in the Note Fund.
Section 5.Investments of Note Fund Proceeds.All moneys held in the Note Fund and
the Project Fund,shall be invested in investments permitted by Chapter 12B,Code of Iowa,
2015,as amended,or deposited in financial institutions which are members of the Federal
Deposit Insurance Corporation and the deposits in which are insured thereby and all such
deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent
successor in 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 payment
of principal of or interest on the Notes as herein provided.
Section 6.Note Details Execution and Redem tion.
a)Note Details.General Obligation Capital Loan Notes,Series 2015C,of the
City in the total amount of $7,340,000,shall be issued to evidence the obligations of the
Issuer under the Loan Agreement pursuant to the provisions of Sections 384.24A,384.25,
384.26,and 384.28 of the Code of Iowa,as amended,for the aforesaid purpose.The
Notes shall be issued in one or more series and shall be on a parity and secured equally
and ratably from the sources provided in Section 3 of this Resolution.The Notes shall be
designated "$7,340,000 GENERAL OBLIGATION CAPITAL LOAN NOTES,SERIES
2015C",be dated November 19,2015,and bear interest from the date thereof,until
payment thereof,at the office of the Paying Agent,said 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 and shall
mature and bear interest as follows:
Principal
Amount
Interest
Rate
Maturity
June I"
$740,000
$1,010,000
$485,000
$495,000
$365,000
$370,000
$380,000
$390,000
$405,000
$420,000
$430,000
$440,000
$925,000
$485,000
3.00'/o
4.00'ro
2.00'/o
2.00'/o
2.00'/o
2.00'/o
3.00'/o
4.00'/o
3.00/o
2.50'/o
3.00'/o
3.00'/o
3.00'/o
3.00'/o
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2029*
2030
~Term Bonds
b)~Rd ti
i.0 tional Redem tion.Notes maturing after June I,2023,may be called
for optional redemption by the Issuer on that 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 Note.Failure to give written notice 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.AII 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.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.
ii.Mandator Pa ment and Redem tion of Term Bonds.All Term Bonds
are subject to mandatory redemption prior to maturity at a price equal to 100%of
the portion of the principal amount thereof to be redeemed plus accrued interest at
the redemption date on June 1st of each of the years in the principal amount set
opposite each year in the following schedule:
Term Bond ¹I
Principal
Amount
Interest
Rate
Maturity
June I"
$455,000
$470,000
3.00%
3.00%
2028
2029~
*Final Maturity
The principal amount of Term Bonds may be reduced through the earlier optional
redemption,with any partial optional redemption of the Term Bonds credited against
future mandatory redemption requirements for such Term Bonds in such order as the City
shall determine.
Section 7.Issuance of Notes in Book-Ent 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 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 said principal amount is prepaid,
said principal amount less the prepaid amount).The Notes must be registered in the
name of Cede &Co.,as nominee for DTC.Payment of semiannual interest for any Notes
registered in the name of Cede &.Co.will 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 or in the Representation Letter.
b)The Notes will be initially issued in the form of separate single authenticated
fully registered bonds in the amount of each stated maturity of the Notes.Upon initial
issuance,the ownership of the Notes will be registered in the registry books of the
Bankers Trust Company kept by the Paying Agent and Registrar in the name of Cede &
Co.,as nominee of DTC.The Paying Agent and Registrar and the Issuer may treat DTC
(or its nominee)as the sole and exclusive owner of the Notes registered in its name for
the purposes of payment of the principal or redemption price of or interest on the Notes,
selecting the Notes or portions to be redeemed,giving any notice permitted or required to
be given to registered owners of Notes under the Resolution of the Issuer,registering the
transfer of Notes,obtaining any consent or other action to be taken by registered owners
of the Notes and for other purposes.The Paying Agent,Registrar and the Issuer have no
responsibility or obligation to any Participant or Beneficial Owner of the Notes under or
through DTC with respect to the accuracy of records maintained by DTC or any
Participant;with respect to the payment by DTC or Participant of an amount of principal
or redemption price of or interest on the Notes;with respect to any notice given to owners
of Notes under the Resolution;with respect to the Participant(s)selected to receive
payment in the event of a partial redemption of the Notes,or a consent given or other
action taken by DTC as registered owner of the Notes.The Paying Agent and Registrar
shall pay all principal of and premium,if any,and interest on the Notes only to Cede &
Co.in accordance with the Representation Letter,and all payments are valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to the
principal of and premium,if any,and interest on the Notes to the extent of the sum paid.
DTC must receive an authenticated Bond for each separate stated maturity evidencing the
obligation of the Issuer to make payments of principal of and premium,if any,and
interest.Upon delivery by DTC to the Paying Agent and Registrar of written notice that
DTC has determined to substitute a new nominee in place of Cede &Co.,the Notes will
be transferable to the new nominee in accordance with this Section.
c)In the event the Issuer determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Notes certificates,the Issuer may notify DTC and the
Paying Agent and Registrar,whereupon DTC will notify the Participants,of the
availability through DTC of Notes certificates.The Notes will be transferable in
accordance with this Section.DTC may determine to discontinue providing its services
with respect to the Notes at any time by giving notice to the Issuer and the Paying Agent
and Registrar and discharging its responsibilities under applicable law.In this event,the
Notes will be transferable in accordance with this Section.
d)Notwithstanding any other provision of the Resolution to the contrary,so long
as any Note is registered in the name of Cede &Co.,as nominee of DTC,all payments
with respect to the principal of and premium,if any,and interest on the Note and all
notices must be made and given,respectively to DTC as provided in the Representation
letter.
e)In connection with any notice or other communication to be provided to
Noteholders by the Issuer or the Paying Agent and Registrar with respect to a consent or
other action to be taken by Noteholders,the Issuer or the Paying Agent and Registrar,as
the case may be,shall establish a record date for the consent or other action and give
DTC notice of the record date not less than 15 calendar days in advance of the record
date to the extent possible.Notice to DTC must be given only when DTC is the sole
Noteholder.
f)The Representation Letter is on file with DTC and sets forth certain matters
with respect to,among other things,notices,consents and approvals by Noteholders and
payments on the Notes.The execution and delivery of the Representation Letter to DTC
by the Issuer is ratified and confirmed.
g)In the event that a transfer or exchange of the Notes is permitted under this
Section,the transfer or exchange may be accomplished upon receipt by the Registrar
from the registered owners of the Notes to be transferred or exchanged and appropriate
instruments of transfer.In the event Note certificates are issued to holders other than
Cede &Co.,its successor as nominee for DTC as holder of all the Notes,or other
securities depository as holder of all the Notes,the provisions of the Resolution apply to,
among other things,the printing of certificates and the method or payment of principal of
and interest on the certificates.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.
h)The officers of the Issuer are authorized and directed to prepare and furnish to
the purchaser,and to the attorneys approving the legality of Notes,certified copies of
proceedings,ordinances,resolutions and records and all certificates and affidavits and
other instruments as may be required to evidence the legality and marketability of the
Notes,and all certified copies,certificates,affidavits and other instruments constitute
representations of the Issuer as to the correctness of all stated or recited facts.
Section 8.Re istrationofNotes A ointmentofRe istrar Transfer Ownershi
Deliver and Cancellation.
i'll it ti .Th hip TN t yh t i d iyhyth hi g
of 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 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 vhdth the provisions of this Resolution.
d)~Ohi.A t yNt,th p t h th htp fth
same shall be registered on the Registration Books of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes,and payment of or on account of
the principal of any such 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.
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.
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 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.Payment of principal
shall only be made upon surrender of the Note to the Paying Agent.
Section 11.Execution Authentication and Deliver of the Notes.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 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:
l.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 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 htto Name Substitute Pa in A entor Re istrar.Issuerreserves the right
to name a substitute,successor Registrar or Paying Agent upon giving prompt written notice to
each registered note holder.
Section 13.Form of Note.Notes shall be printed substantially in the form as follows:
"STATE OF IOWA"
"COUNTY OF DALLAS"
"CITY OF WAUKEE"
"GENERAL OBLIGATION CAPITAL LOAN NOTE"
"SERIES 2015C"
"CORPORATE PURPOSE"
Rate:
Maturity:
Note Date:November 19,2015
CUSIP No.:
"Registered"
Certificate 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 rinci al amount written out 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 said 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.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,384.25,384.26,and
384.28 of the Code of Iowa,for the purpose of paying costs of streets,streetscape,sidewalk,
trail,bridge and sewer,storm water and water utility improvements;the acquisition,
improvement and installation of traffic signals and signage;rehabilitation,improvement and
equipping of City parks;and refunding outstanding indebtedness of the City,including to
currently refund General Obligation Corporate Purpose Bonds,Series 2006A;and improvements
to City facilities,including HVAC and roof at the library,and parking lot improvements at City
Hall,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 Council of the Issuer 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 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 &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 &Co.,has an interest herein.
Notes maturing after June I,2023,may be called for optional redemption by the Issuer
and paid before maturity on said 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
Note.Failure to give written notice 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.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.
The Notes maturing on June I,2029 are subject to mandatory redemption prior to
maturity by application of money on deposit in the Note Fund and shall bear interest at 3.00'lo
per annum at a price of the portion of the principal amount thereof to be redeemed plus accrued
interest at the redemption date on June 1st of each of the years in the principal amount set
opposite each year in the following schedule:
Principal
Amount
Maturity
June I"
$455,000
$470,000
2028
2029*
*Final Maturity
The principal amount of Term Bonds may be reduced through the earlier optional
redemption,with any partial optional redemption of the Term Bonds credited against future
mandatory redemption requirements for such Term Bonds in such order as the City shall
determine.
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by Bankers Trust Company,the Registrar.Such transfer on the books shall occur only
upon presentation and surrender of this 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 bondholders
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.
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;that provision has been made for the levy of a sufficient
continuing annual tax on all the taxable property within the territory of the Issuer for the payment
of the principal and interest of this Note as the same will respectively become due;that such
taxes have been irrevocably pledged for the prompt payment hereof,both principal and interest,
and the total indebtedness of the Issuer including this Note,does not exceed the constitutional or
statutory limitations.
IN TESTIMONY WHEREOF,the Issuer by its 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 the City printed or impressed hereon,and to be
authenticated by the manual signature of an authorized representative of the Registrar,Bankers
Trust Company,Des Moines,Iowa.
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:(manual or facsimile signature)
Mayor
ATTEST;
By:(manual or facsimile signature)
City Clerk
(Assignment Block)
(Information Required for Registration)
ASSIGNMENT
For value received,the undersigned hereby sells,assigns and transfers unto
(Social Security or Tax Identification No.
this Note and does hereby irrevocably constitute and appoint attorney
in fact to transfer this Note on the books kept for registration of the within Note,with full power
of substitution in the premises.
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 BE ALSO
USED THOUGH NOT IN THE ABOVE LIST
(End of form of note)
Section 14.Loan A reement and Closin Documents.The form of Loan Agreement in
substantially the form attached to this Resolution is hereby approved and is authorized to be
executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk.The
Mayor and City are authorized and directed to execute,attest,seal and deliver for and on behalf
of the City any other additional certificates,documents,or other papers and perform all other
acts,including without limitation the execution of all closing documents,as they may deem
necessary or appropriate in order to implement and carry out the intent and purposes of this
Resolution.
Section 15.Contract Between Issuer and Purchaser.This Resolution shall constitute a
contract between said City and the purchaser of the Notes.
Section 16.Non-Arbitra e Covenants.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 notes within the meaning of
Sections 148(a)and (b)of the Internal Revenue Code of the United States,as amended,and that
throughout the term of the Notes it will comply with the requirements of statutes and regulations
issued thereunder.
To the best knowledge and belief of the Issuer,there are no facts or circumstances that
would materially change the foregoing statements or the conclusion that it is not expected that
the proceeds of the 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.
Section 17.A royal of Tax Exem tion Certificate.Attached hereto is a form of Tax
Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of
the Notes.The form of Tax Exemption Certificate is approved.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
Director Of Finance is hereby directed to make and insert all calculations and determinations
necessary to complete the Tax Exemption Certificate at issuance of the Notes to certify as to the
reasonable expectations and covenants of the Issuer at that date.
Section 18.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 incorporated by reference as part
of this Resolution and made a part hereof.Notwithstanding any other provision of this
Resolution,failure of the Issuer to comply with the Continuing Disclosure Certificate shall not
be considered an event of default under this Resolution;however,any holder of the 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 19.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 (f)if deemed necessary or
advisable by its officers,to employ and pay fiscal agents,financial advisors,attorneys and other
persons to assist the Issuer in such compliance.
Section 20.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 21.Re eal of Conflictin Resolutions or Ordinances.All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed.
Section 22.Severabilit Clause.If any section,paragraph,clause or provision of this
Resolution be held invalid,such invalidity shall not affect any of the remaining provisions
hereof,and this Resolution shall become effective immediately upon its passage and approval.
PASSED AND APPROVED this 2"day of November,2015.
ayor
ATTEST:
City Clerk
ROLL CALL VOTE
Shane Blanchard
Brian Harrison
Casey L.Harvey
Shelly Hughes
Rick Peterson
AYE
X
X
NAY ABSENT ABSTAIN
X