HomeMy WebLinkAbout2016-05-16-Resolutions 16-183_Bonds - Storm Water Revenue CLN Series 2016A - IssuanceRESOLUTION 16-183
A RESOLUTION AUTHORIZING AND PROVIDING FOR THE
ISSUANCE AND SECURING THE PAYMENT OF $640,000 STORM
WATER REVENUE CAPITAL LOAN NOTES,SERIES 2016A,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",pursuant to the Iowa Code and the Ordinance has
heretofore established the Storm Water Management Utility,sometimes herein referred to as the
"System,"and has imposed necessary charges and rates for services which are and will continue
to be collected as System revenues,and the revenues are available for the payment of Storm
Water Revenue Capital Loan Notes,Series 2016A subject to the following premises;and
WHEREAS,Issuer proposes to issue its Storm Water Revenue Capital Loan Notes to the
extent of $640,000 for the purpose of defraying the costs of the project as set forth in Section 3
of this Resolution;and
WHEREAS,the notice of intention of Issuer to take action for the issuance of not to
exceed $680,000 Storm Water Revenue Capital Loan Notes 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 $640,000 Storm Water Revenue Capital Loan Notes;Series 2016A.
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 Storm Water Revenue bonds or notes
issued on a parity with the Notes in accordance with the provisions of this Resolution.
"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.
"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 Obligations 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 $640,000 Storm Water Revenue Capital Loan Notes,Series
2016A,authorized to be issued by this Resolution.
"Ordinance"shall mean Ordinance No.2803 amending Chapter 204A of the
Municipal Code of the City,creating the Storm Water Management Utility and imposing
rates and charges for the Storm Water Management Utility,which may be amended from
time to time.
"Original Purchaser"shall mean the purchaser of the Notes from Issuer at the time
of their original issuance.
"Parity Obligations"shall mean Storm Water Revenue bonds or notes 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.
"Paying Agent"shall mean the Finance Director,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.
"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 the Finance Director of Waukee,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 issuance of the Notes.
"System"shall mean the Storm Water Management 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 Finance Director or such other officer as shall succeed
to the same duties and responsibilities with respect to the recording and payment of the
Notes issued hereunder.
"Yield Restricted"shall mean required to be invested at a yield that is not
materially higher than the yield on the Notes under section 148(a)of the Internal Revenue
Code or regulations issued thereunder.
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shall be issued pursuant to Sections 384.24A and 384.84A 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,fully registered Storm Water Revenue Capital Loan Notes of the City,in the County
of Dallas,State of Iowa,Series 2016A,in the aggregate amount of $640,000 for the purpose of
paying costs of improvements and extensions to the Municipal Storm Water Management
Utility,including Centennial Park Creek Project involving erosion control,tree planting,native
grass and restoration for creek stabilization,and the Public Works/School Detention Pond
project.
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the interest thereon shall be payable solely and only out of the Net Revenues of the System and
shall be a 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.Storm Water Revenue Capital Loan Notes of the City in the
amount of $640,000 shall be issued pursuant to the provisions of Sections 384.24A and 384.84A
of the Code of Iowa for the aforesaid purpose.The Notes shall be designated "STORM WATER
REVENUE CAPTIAL LOAN NOTES,SERIES 2016A",be dated June I,2016,and bear
interest from the date thereof,until payment thereof,at the office of the Paying Agent,the
interest payable on December I,2016 and semiannually thereafter on the 1st day of June and
December in each year in accordance with the Debt Service Schedule attached hereto as Exhibit
A.
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.Annual principal maturities of
the Note shall be in the denomination of $5,000 or multiples thereof,and shall be retired and
bear interest as follows:
Principal
Amount
Interest
Rate
Maturity
June 1st
$60,000
$60,000
$60,000
$60,000
$65,000
$65,000
$65,000
$65,000
$70,000
$70,000
1.10%
1.20%
1.30%
1.40%
1.50%
1.60%
1.70%
1.80%
1.90%
2.00%
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
S 6 6.R~dd
(a)0 tional Redem tion.Notes maturing any date,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.
Ten days'written notice of redemption shall be given to the registered owner of the Note.
Failure to give such 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.
If selection by lot within a maturity is required,the Registrar shall designate the Notes to
be redeemed by random selection of the names of the registered owners of the entire annual
maturity until the total amount of Notes to be called has been reached.
Section7.Re isnationofNotes.A ointment of Re istrar Transfer Ownershi
Deliver and Cancellation.
i)~Rit q .Th hip fN t y|t f d dybyth di g f
entry upon the books kept for the registration and transfer of ownership of the Notes,and in no
other way.The Finance Director is hereby appointed as Note Registrar under the terms of this
Resolution.Registrar shall maintain the books of the Issuer for the registration of ownership of
the Notes for the payment of principal of and interest on the Notes as provided in this Resolution.
All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and
Section 384.83(5)of the Code of Iowa,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.
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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 is not presented for
payment of principal at the maturity or redemption date,if funds sufficient to pay such principal
of or interest on Notes shall have been made available to the Paying Agent for the benefit of the
owner thereof,all liability of the Issuer to the owner thereof for such interest or payment of such
Notes shall forthwith cease,terminate and be completely discharged,and thereupon it shall be
the duty of the Paying Agent to hold such funds,without liability for interest thereon,for the
benefit of the owner of such Notes who shall thereafter be restricted exclusively to such funds for
any claim of whatever nature on his part under this Resolution or on,or with respect to,such
interest or Notes.The Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal became
due,whether at maturity,or at the date fixed for redemption thereof,or otherwise,at which time
the Paying Agent,shall surrender any remaining funds so held to the Issuer,whereupon any
claim under this Resolution by the Owners of such interest or Notes of whatever nature shall be
made upon the Issuer.
Section 8.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 9.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 10.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
Notes 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.
Section 11.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 bondholder.
Section 12.Form of Note.Notes shall be printed in substantial compliance with standards
proposed by the American Standards Institute substantially in the form as follows:
"STATE OF IOWA"
"COUNTY OF DALLAS"
"CITY OF WAUKEEH
"STORM WATER REVENUE CAPITAL LOAN NOTE"
"SERIES 2016AH
Rate:
Maturity:
Bond Date:June I,2016
"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 niune of Registered Owner).
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money of the United States of America,on the maturity date shown above,only upon
presentation and surrender hereof at the office of the Finance Director,Paying Agent of this
issue,or its successor,with principal and interest from the date hereof until paid at the rate per
annum specified above,payable in accordance with the Debt Service Schedule attached hereto.
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 and 384.84A of the
Code of Iowa,as amended,for the purpose of paying costs of improvements and extensions to
the Municipal Storm Water Management Utility,including Centennial Park Creek Project
involving erosion control,tree planting,native grass and restoration for creek stabilization,and
the Public Works/School Detention Pond project,in conformity to a Resolution of the Council of
the City duly passed and approved.
Notes maturing after any date,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.
Ten days'written 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 selection by lot udthin a maturity is required,the Registrar shall designate the Notes to
be redeemed by random selection of the names of the registered owners of the entire annual
maturity until the total amount of Notes to be called has been reached.
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by the Finance Director,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 noteholders of
such change.All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial
Code and Section 384.83(5)of the Code of Iowa,subject to the provisions for registration and
transfer contained in the Note Resolution.
This Note and the series of which it forms a part,other notes 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 of which notice is
hereby given and is hereby made a part hereof,are payable from and secured by a pledge of the
Net Revenues of the Storm Water Management 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 notes 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 earnings
to be sufficient for the payment hereof.
This Note is a "qualified tax-exempt obligation"designated by the City for purposes of
Section 265(b)(3)(B)of the Internal Revenue Code of 1986.
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,the Finance Director,
Waukee,Iowa.
Date of authentication:
This is one of the Notes described in the within mentioned
Resolution,as registered by the Finance Director
FINANCE DIRECTOR,Registrar
By;
Authorized Signature
Registrar and Transfer Agent:Finance Director
Paying Agent:Finance Director
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:
(Person(s)executing this Assignment sign(s)here)
SIGNATURE )
GUARANTEED)
IMPORTANT -READ CAREFULLY
The signature(s)to this Power must correspond with the name(s)as written upon the face
of the certificate(s)or bond(s)in every particular without alteration or enlargement or any
change whatever.Signature guarantee must be provided in accordance with the prevailing
standards and procedures of the Registrar and Transfer Agent.Such standards and
procedures may require signature to be guaranteed by certain eligible guarantor
institutions that participate in a recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual*
Partnership
Corporation
Trust
"Ifthe 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
(Attach Debt Service Schedule)
(End form of Note)
S tl 13.~Et't fhl .Th tl lypy t fpl lpl f d'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 14.A lication of Note Proceeds —Pro ect Fund.Proceeds of the Notes 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 17 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 15.User Rates.Pursuant to the Ordinance,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.
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 16.A lication of Revenues.From and after the delivery of any Notes,and as
long as any of the Notes or Parity Obligations shall be outstanding and unpaid either as to
principal or as to interest,or until all of the Notes and Parity Obligations then outstanding shall
have been discharged and satisfied in the manner provided in this Resolution,the entire income
and revenues of the System shall be deposited as collected in a fund to be known as the Storm
Water Revenue Fund (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 Storm 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)~St&i F d.M yl th tl F d hll tb d'b dt d
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
Storm 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 Obligation 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 Obligation as the same shall become due and payable.
(c)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.
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close of each month may be deposited in any of the funds created by this Resolution,may
be used to pay for extraordinary repairs or replacements to the System,or may be used to
pay or redeem the Notes or Parity Obligations or 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.
Nothing in this Section shall prohibit or restrict the right of the Issuer to issue additional revenue
notes or other revenue obligations and to provide that the principal of and interest on said
revenue notes or obligations shall be payable out of the Net Revenues of the System,provided
that such additional revenue notes or obligations shall be junior and subordinate to the Notes.
Section 17.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 18.Covenants Re ardin the 0 erationofthe S stem.The Issuerhereby
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 110 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.The Issuer shall maintain insurance for the benefit of the
bondholders 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 270 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.
(fl ~Pro e .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 and used in preference to other sources for capital
improvements to the System.Any such proceeds of the disposition of property acquired
with the proceeds of the Notes or Parity Obligations shall not be used to pay principal or
interest on the Notes and Parity Obligations or for payments into the Sinking Fund or
Reserve Fund.
ig)F~id lit Nt.r|t |ll
'ti ~hdhty t g i t
which normally would be carried by private companies engaged in a similar kind of
business on each officer or employee having custody of funds of the System.
(h)Additional Char es.The Issuer will require proper connecting charges and/or
other security for the payment of service charges.
(i)~Bud et.The Governing Body of the Issuer shall approve and conduct
operations pursuant to a system budget of revenues and current expenses for each Fiscal
Year.Such budget shall take into account revenues and current expenses during the
current and last preceding Fiscal Years.Copies of such budget and any amendments
thereto shall be provided to the holders of any of the Notes upon request.
Section 19.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 20.Prior Lien and Parit Obli ations.The Issuer will issue no other Notes 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 notes 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 Notes,Parity Obligations or general
obligation notes outstanding,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 Clerk,a statement of an
Independent Auditor,or an independent 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 I.I 0 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 or Parity
Obligations then outstanding which are payable from the net earnings 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 notes shall be
refunded only upon a finding of necessity by the Governing Body and only to the
extent the general obligation notes were issued or the proceeds of them were
expended for the System.
(v)for purposes of this Section,"preceding Fiscal Year"shall be the most
recently completed Fiscal Year for which audited financial statements prepared by
a certified public accountant are issued and available,but in no event a Fiscal
Year which ended more than eighteen months prior to the date of issuance of the
Additional Obligations.
Nothing in this Section shall prohibit or restrict the right of the Issuer to issue additional
revenue notes or other revenue obligations and to provide that the principal of and interest on
said revenue notes or obligations shall be payable out of the Net Revenues of the System,
provided that such additional revenue notes or obligations shall be junior and subordinate to the
Notes.
Section 21.Dis osition of Note Proceeds Arbina 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
notes 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 the
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 notes under
Section 148(a)and (b)of 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 ofholders 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 22.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 (fl if deemed necessary or
advisable by its officers,to employ and pay fiscal agents,financial advisors,attorneys and other
persons to assist the Issuer in such compliance.
Section 23.uglified Tax-Exem t Obli ations.For the sole purpose of qualifying the
Notes as "Qualified Tax-Exempt Obligations"pursuant to Section 265(b)of the Internal Revenue
Code of the United States,as amended,the Issuer designates the Notes as qualified tax-exempt
obligations and represents that the reasonably anticipated amount of tax exempt governmental
obligations which will be issued during the current calendar year will not exceed Ten (10)
Million Dollars.
Section 24.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 25.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 26.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 27.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 Notes as may have been issued for the
purpose of refunding any of such Notes if such Refunding Notes shall not then be owned by the
Issuer);but this Resolution may not be so amended in such manner as to:
(a)Make any change in the maturity or interest rate of the Notes,or mo&Hfy 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 after six months from the date of such instrument by
the holder who gave such consent or by a successor in title by filing notice of such revocation
with the City Clerk.
The fact and date of the execution of any instrument under the provisions of this Section
may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is
authorized to take acknowledgments of deeds within such jurisdiction that the person signing
such instrument acknowledged before him the execution thereof,or may be proved by an
affidavit of a witness to such execution sworn to before such officer.
The amount and numbers of the Notes held by any person executing such instrument and
the date of his holding the same may be proved by an affidavit by such person or by a certificate
executed by an officer of a bank or trust company showing that on the date therein mentioned
such person had on deposit with such bank or trust company the Notes described in such
certificate.
8 tl 28.~Sbilit .tf y tl,p 8 ph,p l 2 f thy R 2 tl h ll
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 29.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.
PASSED AND APPROVED this 16"day of May,2016.
M or
ATTEST:
City Clerk
ROLL CALL VOTE
Shane Blanchard
Brian Harrison
Shelly Hughes
Larry R.Lyon
Rick Peterson
AYE
X
X
X
X
NAY ABSENT ABSTAIN
X