HomeMy WebLinkAbout2019-06-26-D02 Bond - GO Series 2019A - Advertise SaleAGENDA ITEM: D2
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: June 26, 2019
AGENDA ITEM:Consideration of approval of a resolution directing the advertisement for
sale and approving electronic bidding procedures and Official Statement
[$4,655,000 General Obligation Bonds, Series 2019A]
FORMAT:Resolution
SYNOPSIS INCLUDING PRO & CON: The proposed resolution sets July 15, 2019 as the
date for receipt of bids and consideration of sale.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$4,655,000
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
II. Preliminary Official Statement, Series 2019A
PREPARED BY:Becky Schuett
REVIEWED BY:
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RESOLUTION 19-
RESOLUTION DIRECTING THE ADVERTISEMENT FOR
SALE OF $4,655,000 GENERAL OBLIGATION BONDS,
SERIES 2019A, AND APPROVING ELECTRONIC BIDDING
PROCEDURES AND OFFICIAL STATEMENT
WHEREAS, the Issuer is in need of funds to pay costs undertaking and carrying out
urban renewal projects of the city in accordance with Iowa Code chapter 403 and the Urban
Renewal Plan for the Gateway Economic Development Urban Renewal Area, including for the
Kettlestone Boulevard Extension project, including roadway, street lighting and traffic signal
improvements, with related utility improvements; street, sidewalk, trail and street lighting
improvements, with related utility improvements; and community signage, and it is deemed
necessary and advisable that General Obligation Bonds, to the amount of not to exceed
$5,100,000 be issued for said purposes; and
WHEREAS, pursuant to notices published as required by the Code of Iowa, the City has
given all required notices and held all applicable public meetings and hearings upon said projects
to institute proceedings for the issuance of General Obligation Bonds for said purposes, and
therefore now authorized to proceed with the issuance of General Obligation Bonds, Series
2019A; and
WHEREAS, pursuant to Section 384.28 of the Code of Iowa, it is hereby found and
determined that the various general obligation bonds authorized as hereinabove described shall
be combined for the purpose of issuance in a single issue of $4,655,000 General Obligation
Bonds as hereinafter set forth; and
WHEREAS, in conjunction with its Municipal Advisor, PFM Financial Advisors LLC,
the City has caused a Preliminary Official Statement to be prepared outlining the details of the
proposed sale of the Bonds; and
WHEREAS, the Council has received information from its Municipal Advisor evaluating
and recommending the procedure hereinafter described for electronic, facsimile and internet
bidding to maintain the integrity and security of the competitive bidding process and to facilitate
the delivery of bids by interested parties; and
WHEREAS, the Council deems it in the best interests of the City and the residents
thereof to receive bids to purchase such Bonds by means of both sealed and electronic internet
communication.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WAUKEE, STATE OF IOWA:
Section 1.That the receipt of electronic bids by facsimile machine and through the Parity
Competitive Bidding System described in the Notice of Sale and Official Statement are hereby
found and determined to provide reasonable security and to maintain the integrity of the
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competitive bidding process, and to facilitate the delivery of bids by interested parties in
connection with the offering at public sale.
Section 2.That General Obligation Bonds, Series 2019A, of City of Waukee, State of
Iowa, in the amount of $4,655,000, to be issued as referred to in the preamble of this Resolution,
to be dated August 21, 2019, be offered for sale pursuant to the published advertisement.
Section 3.That the preliminary Official Statement in the form presented to this meeting
be and the same hereby is approved as to form and deemed final for purposes of Rule 15c2-12 of
the Securities and Exchange Commission, subject to such revisions, corrections or modifications
as the Mayor and City Clerk, upon the advice of bond counsel and the City's Municipal Advisor,
shall determine to be appropriate, and is authorized to be distributed in connection with the
offering of the Bonds for sale.
Section 4.That the Clerk is hereby directed to publish notice of sale of the Bonds at least
once, the last one of which shall be not less than four clear days nor more than twenty days
before the date of the sale. Publication shall be made in a legal newspaper, printed wholly in the
English language, published within the city in which the Bonds are to be offered for sale or an
adjacent city. The notice is given pursuant to Chapter 75 of the Code of Iowa, and shall state
that this Council, on the 15th day of July, 2019, at 5:30 P.M., will hold a meeting to receive and
act upon bids for said Bonds, which bids were previously received and opened by City Officials
at 10:00 A.M. on said date. The notice shall be in substantially the following form:
(To be published on or before: July 9, 2019)
NOTICE OF BOND SALE
Time and Place of Sealed Bids: Bids for the sale of Bonds of the City of Waukee, State
of Iowa, hereafter described, must be received at the office of the City Clerk, Council Chambers,
City Hall, 230 West Hickman Road, Waukee, Iowa 50263; Telephone: 515-978-7904 (the
"Issuer") before 10:00 A.M., on the 15th day of July, 2019. The bids will then be publicly
opened and referred for action to the meeting of the City Council in conformity with the TERMS
OF OFFERING.
The Bonds: The Bonds to be offered are the following:
GENERAL OBLIGATION BONDS, SERIES 2019A, in the
amount of $4,655,000*, to be dated August 21, 2019
WATER REVENUE BONDS, SERIES 2019B, in the amount of
$2,040,000*, to be dated August 21, 2019
(collectively the "Bonds")
*Subject to principal adjustment pursuant to official Terms of Offering.
Manner of Bidding: Open bids will not be received. Bids will be received in any of the
following methods:
Sealed Bidding: Sealed bids may be submitted and will be received at the office
of the City Clerk at City Hall, 230 West Hickman Road, Waukee, Iowa 50263.
Electronic Internet Bidding: Electronic internet bids will be received at the office
of the City Clerk at City Hall, 230 West Hickman Road, Waukee, Iowa 50263.
The bids must be submitted through the PARITY® competitive bidding system.
Electronic Facsimile Bidding: Electronic facsimile bids will be received at the
office of the City Clerk at City Hall, 230 West Hickman Road, Waukee, Iowa
50263 (facsimile number: 515-987-1845) or the City's Municipal Advisor, PFM
Financial Advisors LLC, Des Moines, Iowa (facsimile number: 515-243-6994).
Electronic facsimile bids will be treated as sealed bids.
Consideration of Bids: After the time for receipt of bids has passed, the close of sealed
bids will be announced. Sealed bids will then be publicly opened and announced. Finally,
electronic internet bids will be accessed and announced.
Sale and Award: The sale and award of the Bonds will be held at the Council Chambers,
City Hall, 230 West Hickman Road, Waukee, Iowa at a meeting of the City Council on the above
date at 5:30 P.M.
Official Statement: The Issuer has issued an Official Statement of information pertaining
to the Bonds to be offered, including a statement of the Terms of Offering and an Official Bid
Form, which is incorporated by reference as a part of this notice. The Official Statement may be
obtained by request addressed to the City Clerk, Council Chambers, City Hall, 230 West
Hickman Road, Waukee, Iowa 50263; Telephone: 515-978-7904 or the Issuer's
Municipal Advisor, PFM Financial Advisors LLC, 801 Grand Avenue, Suite 3300, Des Moines,
Iowa, 50309, Telephone: 515-243-2600.
Terms of Offering: All bids shall be in conformity with and the sale shall be in
accordance with the Terms of Offering as set forth in the Official Statement.
Legal Opinion: The Bonds will be sold subject to the opinion of Ahlers & Cooney, P.C.,
Attorneys of Des Moines, Iowa, as to the legality and their opinion will be furnished together
with the printed Bonds without cost to the purchaser and all bids will be so conditioned. Except
to the extent necessary to issue their opinion as to the legality of the Bonds, the attorneys will not
examine or review or express any opinion with respect to the accuracy or completeness of
documents, materials or statements made or furnished in connection with the sale, issuance or
marketing of the Bonds.
Rights Reserved: The right is reserved to reject any or all bids, and to waive any
irregularities as deemed to be in the best interests of the public.
By order of the City Council of the City of Waukee, State of Iowa.
Rebecca D. Schuett
City Clerk, City of Waukee, State of Iowa
(End of Notice)
PASSED AND APPROVED this 26th day of June, 2019.
__________________________________
Mayor
ATTEST:
__________________________________
City Clerk
This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without notice. The Obligations may not be sold nor may offers to buy be accepted prior to the time the Preliminary Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Obligations in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such jurisdiction. PRELIMINARY OFFICIAL STATEMENT DATED JULY 1, 2019
New Issue Rating: Application Made to Moody’s Investors Service
Assuming compliance with certain covenants, in the opinion of Ahlers & Cooney, P.C., Bond Counsel, under present law and assuming continued
compliance with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), interest on the Bonds is excludable from gross
income for federal income tax purposes. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax.
Interest on the Bonds is NOT exempt from present State of Iowa income taxes. The Bonds will be designated as “qualified tax-exempt obligations”.
See “TAX MATTERS” herein for a more detailed discussion.
CITY OF WAUKEE, IOWA
$4,655,000* General Obligation Bonds, Series 2019A
BIDS RECEIVED: Monday, July 15, 2019, 10:00 A.M., Central Time
AWARD: Monday, July 15, 2019, 5:30 P.M., Central Time
Dated: Date of Delivery (August 21, 2019) Principal Due: June 1, as shown inside front cover
The $4,655,000* General Obligation Bonds, Series 2019A (the “Bonds”) are being issued pursuant to Division III of
Chapter 384 and 403 of the Code of Iowa and a resolution (the “Resolution”) to be adopted by the City Council of the
City of Waukee, Iowa (the “City”). The Bonds are being issued to pay the costs of community signage, street, sidewalk,
trail and street lighting improvements, with related utility improvements and carrying out urban renewal projects of the
City such as the Urban Renewal Plan for the Gateway Economic Development Urban Renewal Area, including the
Kettlestone Boulevard Extension project which includes roadway, street lightning and traffic signal improvements, with
related utility improvements. The Bonds are general obligations of the City for which the City will pledge its power of
levy direct ad valorem taxes against all taxable property within the City without limitation as to rate or amount to the
repayment of the Bonds.
The Bonds will be issued as fully registered Bonds without coupons and, when issued, will be registered in the name of
Cede & Co., as nominee of The Depository Trust Company (“DTC”). DTC will act as securities depository for the
Bonds. Individual purchases may be made in book-entry-only form, in the principal amount of $5,000 and integral
multiples thereof. The purchaser will not receive certificates representing their interest in the Bonds purchased.
Principal of the Bonds, payable annually on each June 1, beginning June 1, 2020, and interest on the Bonds, payable
initially on December 1, 2019 and thereafter on each June 1 and December 1, will be paid to DTC by the City’s
Registrar/Paying Agent, UMB Bank N.A., Kansas City, Missouri (the “Registrar”). DTC will in turn remit such
principal and interest to its participants for subsequent disbursements to the beneficial owners of the Bonds as described
herein. Interest and principal shall be paid to the registered holder of a bond as shown on the records of ownership
maintained by the Registrar as of the 15th day of the month preceding the interest payment date (the “Record Date”).
THE BONDS WILL MATURE AS LISTED ON THE INSIDE FRONT COVER
MINIMUM BID: $4,608,450
GOOD FAITH DEPOSIT: Required of Purchaser Only
TAX MATTERS: Federal: Tax-Exempt
State: Taxable
See “TAX MATTERS” for more details
The Bonds are offered, subject to prior sale, withdrawal or modification, when, as and if issued and subject to the
unqualified approving legal opinion of Ahlers & Cooney, P.C., Bond Counsel, Des Moines, Iowa, to be furnished upon
delivery of the Bonds. Ahlers & Cooney, P.C. is also serving as Disclosure Counsel for the City in connection with the
issuance of the Bonds. It is expected the Bonds will be available for delivery through the facilities of DTC on or about
August 21, 2019. The Preliminary Official Statement in the form presented is deemed final for purposes of Rule 15c2-
12 of the Securities and Exchange Commission, subject to revisions, corrections or modifications as determined to be
appropriate, and is authorized to be distributed in connection with the offering of the Bonds for sale.
* Preliminary; subject to change.
CITY OF WAUKEE, IOWA
$4,655,000* General Obligation Bonds, Series 2019A
MATURITY: The Bonds will mature June 1 in the years and amounts as follows:
Year Amount* Year Amount*
2020 $545,000 2026 $370,000
2021 315,000 2027 385,000
2022 325,000 2028 400,000
2023 335,000 2029 415,000
2024 345,000 2030 425,000
2025 355,000 2031 440,000
* PRINCIPAL
ADJUSTMENT: Preliminary; subject to change. The City reserves the right to increase or decrease the
aggregate principal amount of the Bonds and to increase or reduce each scheduled maturity
thereof after the determination of the successful bidder. The City may increase or decrease
each maturity in increments of $5,000 but the total amount to be issued will not exceed
$5,100,000. Interest rates specified by the successful bidder for each maturity will not
change. Final adjustments shall be in the sole discretion of the City.
The dollar amount of the purchase price proposed by the successful bidder will be changed if
the aggregate principal amount of the Bonds is adjusted as described above. Any change in
the principal amount of any maturity of the Bonds will be made while maintaining, as closely
as possible, the successful bidder's net compensation, calculated as a percentage of bond
principal. The successful bidder may not withdraw or modify its bid as a result of any post-
bid adjustment. Any adjustment shall be conclusive, and shall be binding upon the successful
bidder.
INTEREST: Interest on the Bonds will be payable on December 1, 2019 and semiannually thereafter.
REDEMPTION: Bonds due after June 1, 2027 will be subject to call for prior redemption on said date or on
any date thereafter upon terms of par plus accrued interest to date of call. Written notice of
such call shall be given at least thirty (30) days prior to the date fixed for redemption to the
registered owners of the Bonds to be redeemed at the address shown on the registration
books.
COMPLIANCE WITH S.E.C. RULE 15c2-12
Municipal bonds (issued in an aggregate amount over $1,000,000) are subject to General Rules and Regulations,
Securities Exchange Act of 1934, Rule 15c2-12 Municipal Securities Disclosure.
Preliminary Official Statement: This Preliminary Official Statement was prepared for the City for dissemination to
prospective bidders. Its primary purpose is to disclose information regarding the Bonds to prospective bidders in the
interest of receiving competitive bids in accordance with the “NOTICE OF BOND SALE” and “TERMS OF
OFFERING” contained herein. Unless an addendum is received prior to the sale, this document shall be deemed the
final “Preliminary Official Statement.”
Review Period: This Preliminary Official Statement has been distributed to City staff as well as to prospective
bidders for an objective review of its disclosure. Comments, omissions or inaccuracies must be submitted to PFM
Financial Advisors LLC (the “Municipal Advisor”) at least two business days prior to the sale. Requests for
additional information or corrections in the Preliminary Official Statement received on or before this date will not be
considered a qualification of a bid received. If there are any changes, corrections or additions to the Preliminary
Official Statement, prospective bidders will be informed by an addendum at least one business day prior to the sale.
Final Official Statement: Upon award of sale of the Bonds, the legislative body will authorize the preparation of a
final Official Statement that includes the offering prices, interest rates, selling compensation, aggregate principal
amount, principal amount per maturity, anticipated delivery date and other information required by law and the
identity of the syndicate manager (the “Syndicate Manager”) and syndicate members. Copies of the final Official
Statement will be delivered to the Syndicate Manager within seven business days following the bid acceptance.
REPRESENTATIONS
No dealer, broker, salesman or other person has been authorized by the City, the Municipal Advisor or the underwriter
to give any information or to make any representations other than those contained in this Preliminary Official
Statement or the final Official Statement and, if given or made, such information and representations must not be
relied upon as having been authorized by the City, the Municipal Advisor or the underwriter. This Preliminary
Official Statement or the final Official Statement does not constitute an offer to sell or solicitation of an offer to buy,
nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale. The information set forth herein has been obtained from the City and other
sources which are believed to be reliable, but it is not to be construed as a representation by the Municipal Advisor or
underwriter. The information and expressions of opinion herein are subject to change without notice, and neither the
delivery of this Preliminary Official Statement or the final Official Statement, nor any sale made thereafter shall,
under any circumstances, create any implication there has been no change in the affairs of the City or in any other
information contained herein, since the date hereof.
This Preliminary Official Statement and any addenda thereto were prepared relying on information from the City and
other sources, which are believed to be reliable.
Bond Counsel has not participated in the preparation of this Preliminary Official Statement and is not expressing any
opinion as to the completeness or accuracy of the information contained therein.
Ahlers & Cooney, P.C. is also serving as Disclosure Counsel to the City in connection with the issuance of the Bonds.
Compensation of the Municipal Advisor, payable entirely by the City, is contingent upon the sale of the issue.
CITY OF WAUKEE, IOWA
City Council
William Peard Mayor
Charlie Bottenberg Council Member
Shelly Hughes Council Member
Larry Lyon Council Member
Anna Bergman Council Member
Courtney Clarke Council Member
Administration
Tim Moerman, City Administrator
Rebecca Schuett, City Clerk
Linda Burkhart, Finance Director
City Attorney
Brick, Gentry, Bowers, Swartz, Stoltze, Schuling & Levis, P.C.
Steven P. Brick
Des Moines, Iowa
Bond Counsel and Disclosure Counsel
Ahlers & Cooney, P.C.
Des Moines, Iowa
Municipal Advisor
PFM Financial Advisors LLC
Des Moines, Iowa
TABLE OF CONTENTS
NOTICE OF BOND SALE ................................................................................................................................. i
TERMS OF OFFERING .................................................................................................................................... ii
SCHEDULE OF BOND YEARS ...................................................................................................................... ix
EXHIBIT 1 - FORMS OF ISSUE PRICE CERTIFICATES
PRELIMINARY OFFICIAL STATEMENT
Introduction ....................................................................................................................................................... 1
Authority and Purpose ...................................................................................................................................... 1
Interest .............................................................................................................................................................. 1
Optional Redemption ........................................................................................................................................ 1
Payment Of and Security For The Bonds ......................................................................................................... 2
Book-Entry-Only Issuance ................................................................................................................................ 2
Future Financing ............................................................................................................................................... 4
Litigation ........................................................................................................................................................... 4
Debt Payment History ....................................................................................................................................... 4
Legality ............................................................................................................................................................. 4
Tax Matters ....................................................................................................................................................... 5
Bondholder's Risks ........................................................................................................................................... 7
Rating .............................................................................................................................................................. 11
Municipal Advisor .......................................................................................................................................... 11
Continuing Disclosure .................................................................................................................................... 11
Certification .................................................................................................................................................... 12
APPENDIX A - GENERAL INFORMATION ABOUT THE CITY OF WAUKEE, IOWA
APPENDIX B - FORM OF LEGAL OPINION
APPENDIX C - JUNE 30, 2018 INDEPENDENT AUDITOR’S REPORTS
APPENDIX D- FORM OF CONTINUING DISCLOSURE CERTIFICATE
OFFICIAL BID FORM
i
NOTICE OF BOND SALE
Time and Place of Sealed Bids: Bids for the sale of Bonds of the City of Waukee, State of Iowa (the “City”),
hereafter described, must be received at the office of the City Clerk, City Hall, 230 West Hickman Road, Waukee,
Iowa 50263, telephone 515-978-7904, before 10:00 A.M., CDT, on the 15th day of July, 2019. The bids will then be
publicly opened and referred for action to the meeting of the City Council in conformity with the “TERMS OF
OFFERING”.
The Bonds: The Bonds to be offered are the following:
GENERAL OBLIGATION BONDS, SERIES 2019A, in the amount of $4,655,000*,
to be dated August 21, 2019 (the "Bonds").
*Subject to principal adjustment pursuant to official “TERMS OF OFFERING”.
Manner of Bidding: Open bids will not be received. Bids will be received in any of the following methods:
Sealed Bidding: Sealed bids may be submitted and will be received at the office of the City Clerk at
City Hall, 230 West Hickman Road, Waukee, Iowa 50263.
Electronic Internet Bidding: Electronic internet bids will be received at the office of the City’s
Municipal Advisor, PFM Financial Advisors LLC, Des Moines, Iowa. The bids must be submitted
through the PARITY® competitive bidding system.
Electronic Facsimile Bidding: Electronic facsimile bids will be received at the office of the City
Clerk at City Hall, facsimile number 515-987-1845, or the City's Municipal Advisor, PFM Financial
Advisors LLC, facsimile number 515-243-6994. Electronic facsimile bids will be treated as sealed
bids.
Consideration of Bids: After the time for receipt of bids has passed, the close of sealed bids will be
announced. Sealed bids will then be publicly opened and announced. Finally, electronic internet bids will be
accessed and announced.
Sale and Award: The sale and award of the Bonds will be held at the Council Chambers, City Hall, 230 West
Hickman Road, Waukee, Iowa at a meeting of the City Council on the above date at 5:30 P.M.
Official Statement: The City has issued a Preliminary Official Statement of information pertaining to the
Bonds to be offered, including a statement of the “TERMS OF OFFERING” and an “OFFICIAL BID FORM”, which
is incorporated by reference as a part of this notice. The Preliminary Official Statement may be obtained by request
addressed to the City Clerk, City Hall, 230 West Hickman Road, Waukee, Iowa 50263, telephone: 515-978-7904; or
the City’s Municipal Advisor, PFM Financial Advisors LLC, 801 Grand Avenue, Suite 3300, Des Moines, Iowa
50309, telephone 515-243-2600.
Terms of Offering: All bids shall be in conformity with and the sale shall be in accordance with the “TERMS
OF OFFERING” as set forth in the Preliminary Official Statement.
Legal Opinion: The Bonds will be sold subject to the opinion of Ahlers & Cooney, P.C., Attorneys of Des
Moines, Iowa, as to the legality and their opinion will be furnished together with the printed Bonds without cost to the
purchaser and all bids will be so conditioned. Except to the extent necessary to issue their opinion as to the legality of
the Bonds, the attorneys will not examine or review or express any opinion with respect to the accuracy or
completeness of documents, materials or statements made or furnished in connection with the sale, issuance or
marketing of the Bonds.
Rights Reserved: The right is reserved to reject any or all bids, and to waive any irregularities as deemed to
be in the best interests of the public.
By order of the City Council of the City of Waukee, State of Iowa.
City Clerk, City of Waukee, State of Iowa
ii
TERMS OF OFFERING
CITY OF WAUKEE, IOWA
Bids for the purchase of the City of Waukee, Iowa’s (the “City”) $4,655,000* General Obligation Bonds, Series 2019A
(the “Bonds”) will be received on Monday, July 15, 2019, before 10:00 A.M., Central Time, after which time they will
be tabulated. The City Council will consider award of the Bonds at 5:30 P.M., Central Time, on the same day.
Questions regarding the sale of the Bonds should be directed to the City’s Municipal Advisor, PFM Financial Advisors
LLC (the “Municipal Advisor”), 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309, telephone 515-243-2600.
Information can also be obtained from Ms. Linda Burkhart, Finance Director, City of Waukee, 230 West Hickman
Road, Waukee, Iowa 50263, telephone 515-978-7919.
In addition to the provisions of the official “NOTICE OF BOND SALE”, this section sets forth the description of
certain terms of the Bonds as well as the “TERMS OF OFFERING” with which all bidders and bid proposals are
required to comply, as follows:
DETAILS OF THE BONDS
GENERAL OBLIGATION BONDS, SERIES 2019A in the principal amount of $4,655,000*, will be dated the date of
delivery date (anticipated to be August 21, 2019) in the denomination of $5,000 or multiples thereof, and will mature
June 1 as follows:
Year Amount* Year Amount*
2020 $545,000 2026 $370,000
2021 315,000 2027 385,000
2022 325,000 2028 400,000
2023 335,000 2029 415,000
2024 345,000 2030 425,000
2025 355,000 2031 440,000
* Preliminary; subject to change.
ADJUSTMENT TO BOND MATURITY AMOUNTS
The City reserves the right to increase or decrease the aggregate principal amount of the Bonds and to increase or
decrease each scheduled maturity thereof after the determination of the successful bidder. The City may increase or
decrease each maturity in increments of $5,000 but the total amount to be issued will not exceed $5,100,000. Interest
rates specified by the successful bidder for each maturity will not change. Final adjustments shall be in the sole
discretion of the City.
The dollar amount of the purchase price proposed by the successful bidder will be changed if the aggregate principal
amount of the Bonds is adjusted as described above. Any change in the principal amount of any maturity of the Bonds
will be made while maintaining, as closely as possible, the successful bidder's net compensation, calculated as a
percentage of bond principal. The successful bidder may not withdraw or modify its bid as a result of any post-bid
adjustment. Any adjustment shall be conclusive, and shall be binding upon the successful bidder.
INTEREST
Interest on the Bonds will be payable on December 1, 2019 and semiannually on the 1st day of June and December
thereafter. Interest and principal shall be paid to the registered holder of an Obligation as shown on the records of
ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date (the
“Record Date”). Interest will be computed on the basis of a 360-day year of twelve 30-day months and will be rounded
pursuant to rules of the Municipal Securities Rulemaking Board.
iii
OPTIONAL REDEMPTION
Bonds due after June 1, 2027 will be subject to call prior to maturity in whole, or from time to time in part, in any order
of maturity and within a maturity by lot on said date or on any date thereafter at the option of the City, upon terms of par
plus accrued interest to date of call. Written notice of such call shall be given at least thirty (30) days prior to the date
fixed for redemption to the registered owners of the Bonds to be redeemed at the address shown on the registration
books.
TERM BOND OPTION
Bidders shall have the option of designating the Bonds as serial bonds or term bonds, or both. The bid must designate
whether each of the principal amounts shown above represent a serial maturity or a mandatory redemption requirement
for a term bond maturity. (See the “OFFICIAL BID FORM” for more information.) In any event, the above principal
amounts scheduled shall be represented by either serial bond maturities or mandatory redemption requirements, or a
combination of both.
GOOD FAITH DEPOSIT
A good faith deposit in the amount of $46,550 for the Bonds (the “Deposit”) is required from the lowest bidder of the
Bonds. The lowest bidder is required to submit such Deposit payable to the order of the City in the form of either (i) a
cashier’s check provided to the City or its Municipal Advisor, or (ii) a wire transfer as instructed by the City’s
Municipal Advisor no later than 12:00 P.M., Central Time, on the day of sale of the Bonds. If not so received, the bid
of the lowest bidder may be rejected and the City may direct the second lowest bidder to submit a Deposit and,
thereafter, may award the sale of the Bonds to the same. No interest on the Deposit will accrue to the successful bidder
(the “Purchaser”). The Deposit will be applied to the purchase price of the Bonds. In the event a Purchaser fails to
honor its accepted bid proposal, the Deposit will be retained by the City.
FORM OF BIDS AND AWARD
All bids shall be unconditional for the Bonds for a price not less than $4,608,450, plus accrued interest, and shall specify
the rate or rates of interest in conformity to the limitations set forth under the “BIDDING PARAMETERS” section.
Bids must be submitted on or in substantial compliance with the “OFFICIAL BID FORM” provided by the City. The
Bonds will be awarded to the bidder offering the lowest interest rate to be determined on a true interest cost (the “TIC”)
basis assuming compliance with the “ESTABLISHMENT OF ISSUE PRICE” and “GOOD FAITH DEPOSIT” sections
herein. The TIC shall be determined by the present value method, i.e., by ascertaining the semiannual rate, compounded
semiannually, necessary to discount to present value as of the dated date of the Bonds, the amount payable on each
interest payment date and on each stated maturity date or earlier mandatory redemption, so that the aggregate of such
amounts will equal the aggregate purchase price offered therefore. The TIC shall be stated in terms of an annual
percentage rate and shall be that rate of interest, which is twice the semiannual rate so ascertained (also known as the
Canadian Method). The TIC shall be as determined by the Municipal Advisor based on the “TERMS OF OFFERING”
and all amendments, and on the bids as submitted. The Municipal Advisor’s computation of the TIC of each bid shall
be controlling. In the event of tie bids for the lowest TIC, the Bonds will be awarded by lot.
The City will reserve the right to: (i) waive non-substantive informalities of any bid or of matters relating to the receipt
of bids and award of the Bonds, (ii) reject all bids without cause, and (iii) reject any bid which the City determines to
have failed to comply with the terms herein.
BIDDING PARAMETERS
The bidder’s proposal must conform to the following limitations:
1. Each annual maturity shall bear a single rate of interest from the dated date of the Bonds to the date of maturity.
2. Rates of interest bid must be in multiples of one-eighth or one-twentieth of one percent.
3. The initial price to the public for each maturity must be 98% or greater.
iv
RECEIPT OF BIDS
Forms of Bids: Bids must be submitted on or in substantial compliance with the “NOTICE OF BOND SALE”,
“TERMS OF OFFERING” and “OFFICIAL BID FORM” provided by the City or through PARITY® competitive
bidding system (the “Internet Bid System”). Neither the City nor its agents shall be responsible for malfunction or
mistake made by any person, or as a result of the use of the electronic bid or any other means used to deliver or
complete a bid. The use of such means is at the sole risk of the prospective bidder who shall be bound by the terms of
the bid as received.
No bid will be accepted after the time specified in the “NOTICE OF BOND SALE”. The time, as maintained by
the Internet Bid System, shall constitute the official time with respect to all bids submitted. A bid may be withdrawn
before the bid deadline using the same method used to submit the bid. If more than one bid is received from a bidder,
the last bid received shall be considered.
Sealed Bidding: Sealed bids may be submitted and will be received at the office of the City Clerk at City Hall, 230
West Hickman Road, Waukee, Iowa 50263.
Electronic Internet Bidding: Electronic internet bids will be received at the office of the City’s Municipal Advisor,
PFM Financial Advisors LLC, Des Moines, Iowa 801 Grand Avenue, Suite 3300, Des Moines, Iowa, 50309. Electronic
internet bids must be submitted through the Internet Bid System. Information about the Internet Bid System may be
obtained by calling 212-849-5021.
Each prospective bidder shall be solely responsible for making necessary arrangements to access the Internet Bid
System for purposes of submitting its electronic internet bid in a timely manner and in compliance with the
requirements of the “NOTICE OF BOND SALE”, “TERMS OF OFFERING” and “OFFICIAL BID FORM”. The City
is permitting bidders to use the services of the Internet Bid System solely as a communication mechanism to conduct the
electronic internet bidding and the Internet Bid System is not an agent of the City. Provisions of the “NOTICE OF
BOND SALE”, “TERMS OF OFFERING” and “OFFICIAL BID FORM” shall control in the event of conflict with
information provided by the Internet Bid System.
Electronic Facsimile Bidding: Electronic facsimile bids will be received at the office of the City Clerk at City Hall,
facsimile number 515-987-1845, or at the office of PFM Financial Advisors LLC, facsimile number 515-243-6994.
Electronic facsimile bids will be sealed and treated as sealed bids.
Electronic facsimile bids received after the deadline will be rejected. Bidders electing to submit bids via electronic
facsimile transmission bear full responsibility for the transmission of such bid. Neither the City nor its agents shall be
responsible for malfunction or mistake made by any person, or as a result of the use of the electronic facsimile facilities
or any other means used to deliver or complete a bid. The use of such facilities or means is at the sole risk of the
prospective bidder who shall be bound by the terms of the bid as received. Neither the City nor its agents will assume
liability for the inability of the bidder to reach the above named facsimile numbers prior to the time of sale specified
above. Time of receipt shall be the time recorded by the facsimile operator receiving the bids.
BOOK-ENTRY-ONLY ISSUANCE
The Bonds will be issued by means of a book-entry-only system with no physical distribution of obligation certificates
made to the public. The Bonds will be issued in fully registered form and one bond certificate, representing the
aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as
nominee of The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository of
the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of
a single maturity through book entries made on the books and records of DTC and its participants. Principal and
interest are payable by the Registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and
interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to
beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners.
The Purchaser, as a condition of delivery of the Bonds, will be required to deposit the obligation certificates with DTC.
v
MUNICIPAL BOND INSURANCE AT PURCHASER’S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefore at the option of the
bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option
and expense of the Purchaser. Any increased costs of issuance of the Bonds resulting from such purchase of insurance
shall be paid by the Purchaser, except that, if the City has requested and received a rating on the Bonds from a rating
agency, the City will pay that initial rating fee. Any other rating agency fees shall be the responsibility of the
Purchaser. Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to the Purchaser
shall not constitute cause for failure or refusal by the Purchaser to accept delivery on the Bonds. The City reserves
the right in its sole discretion to accept or deny changes to the financing documents requested by the insurer selected by
the Purchaser.
DELIVERY
The Bonds will be delivered to the Purchaser via Fast Automated Securities Transfer (“FAST”) delivery with the
Registrar holding the Bonds on behalf of DTC, against full payment in immediately available cash or federal funds.
The Bonds are expected to be delivered within forty-five days after the sale. Should delivery be delayed beyond sixty
days from the date of sale for any reason except failure of performance by the Purchaser, the Purchaser may withdraw
their bid and thereafter their interest in and liability for the Bonds will cease. When the Bonds are ready for delivery,
the City will give the Purchaser five working days’ notice of the delivery date and the City will expect payment in full
on that date; otherwise, reserving the right at its option to determine that the Purchaser failed to comply with the offer of
purchase.
ESTABLISHMENT OF ISSUE PRICE
The Purchaser shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City
at closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public
or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications,
substantially in the form attached hereto in “EXHIBIT 1 - FORMS OF ISSUE PRICE CERTIFICATES” to the
“TERMS OF OFFERING”, with such modifications as may be appropriate or necessary in the reasonable judgment of
the Purchaser, the City and Bond Counsel, will need to be signed by the Purchaser. All actions to be taken by the City
under the “TERMS OF OFFERING” to establish the issue price of the Bonds may be taken on behalf of the City by the
Municipal Advisor identified herein and any notice or report to be provided to the City may be provided to the
Municipal Advisor.
The City intends the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale” for
purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale
requirements”) because (i) the City shall disseminate this “TERMS OF OFFERING” to potential underwriters in a
manner that is reasonably designed to reach potential underwriters, (ii) all bidders shall have an equal opportunity to
bid, (iii) the City may receive bids from at least three underwriters of municipal bonds who have established industry
reputations for underwriting new issuances of municipal bonds, and (iv) the City anticipates awarding the sale of the
Bonds to the bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest interest cost), as set
forth in the “TERMS OF OFFERING”.
Any bid submitted pursuant to the “TERMS OF OFFERING” shall be considered a firm offer for the purchase of the
Bonds, as specified in the bid.
In the event the competitive sale requirements are not satisfied for the Bonds, the City shall so advise the Purchaser.
The City may determine to treat (i) the first price at which 10% of a maturity of the Bonds (the “10% test”) is sold to the
public as the issue price of that maturity, and/or (ii) the initial offering price to the public as of the sale date of any
maturity of the Bonds as the issue price of that maturity (the “hold-the-offering-price rule”), in each case applied on a
maturity-by-maturity basis. The Purchaser shall advise the City if any maturity of the Bonds satisfies the 10% test as of
the date and time of the award of the Bonds. The City shall promptly advise the Purchaser, at or before the time of
award of the Bonds, which maturities of the Bonds shall be subject to the 10% test or shall be subject to the hold-the-
vi
offering-price rule. Bids will not be subject to cancellation in the event the City determines to apply the hold-the-
offering-price rule to any maturity of the Bonds. Prospective bidders should prepare their bids on the assumption
that some or all of the maturities of each respective series of the Bonds will be subject to the hold-the-offering-
price rule in order to establish the issue price of the Bonds.
By submitting a bid, the Purchaser shall (i) confirm the underwriters have offered or will offer the Bonds to the public
on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield
or yields, set forth in the bid submitted by the Purchaser, and (ii) agree, on behalf of the underwriters participating in the
purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold-
the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the public
during the period starting on the sale date and ending on the earlier of (a) the close of the fifth (5th) business day after
the sale date, or (b) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public
at a price that is no higher than the initial offering price to the public.
The Purchaser shall promptly advise the City when the underwriters have sold 10% of that maturity of the Bonds to the
public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth
(5th) business day after the sale date.
The City acknowledges that in making the representation set forth above, the Purchaser will rely on (i) the agreement of
each underwriter to comply with the hold-the-offering-price rule, as set forth in an agreement among underwriters and
the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the
Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-
offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event, an
underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the
Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-
offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The City further
acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-
the-offering-price rule and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer
who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply
with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
By submitting a bid, each bidder confirms that (i) any agreement among underwriters, any selling group agreement and
each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public,
together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is
a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable,
to (a) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by
the Purchaser that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity
have been sold to the public, and (b) comply with the hold-the-offering-price rule, if applicable, in each case if and for
so long as directed by the Purchaser and as set forth in the related pricing wires; and (ii) any agreement among
underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or
will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in
connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail
distribution agreement to (a) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to
it until it is notified by the Purchaser or such underwriter that either the 10% test has been satisfied as to the Bonds of
that maturity or all Bonds of that maturity have been sold to the public, and (b) comply with the hold-the-offering-price
rule, if applicable, in each case if and for so long as directed by the Purchaser or such underwriter and as set forth in the
related pricing wires.
Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for
purposes of this “TERMS OF OFFERING”. Further, for purposes of this “TERMS OF OFFERING”, (i) “public”
means any person other than an underwriter or a related party, (ii) “underwriter” means (a) any person that agrees
pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the public, and (b) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause “(a)” to participate in the initial sale of the Bonds to the public
(including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the
vii
Bonds to the public); (iii) a Purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and
the Purchaser are subject, directly or indirectly, to (a) at least 50% common ownership of the voting power or the total
value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (b)
more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships
(including direct ownership by one partnership of another), or (c) more than 50% common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one
entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or
interests by one entity of the other); and (iv) “sale date” means the date that the Bonds are awarded by the City to the
Purchaser.
OFFICIAL STATEMENT
The City has authorized the preparation of a Preliminary Official Statement containing pertinent information relative to
the Bonds. The Preliminary Official Statement will be further supplemented by offering prices, interest rates, selling
compensation, aggregate principal amount, principal amount per maturity, anticipated delivery date and the identity of
the underwriters, together with any other information required by law or deemed appropriate by the City, shall
constitute a final Official Statement of the City with respect to the Bonds, as that term is defined in Rule 15c2-12
promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, (the
“Rule”). By awarding the Bonds to any underwriter or underwriting syndicate submitting an “OFFICIAL BID FORM”,
the City agrees that, no more than seven (7) business days after the date of such award, it shall provide without cost to
the senior managing underwriter of the syndicate to which each respective series of the Bonds are awarded up to 15
copies of the final Official Statement to permit each “Participating Underwriter” (as that term is defined in the Rule) to
comply with the provisions of such Rule. The City shall treat the senior managing underwriter of the syndicate to which
the Bonds are awarded as its designated agent for purposes of distributing copies of the final Official Statement to the
Participating Underwriter. Any underwriter executing and delivering an “OFFICIAL BID FORM” with respect to the
Bonds agrees thereby that if its bid is accepted by the City, (i) it shall accept such designation, and (ii) it shall enter into
a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each
such Participating Underwriter of the final Official Statement.
CONTINUING DISCLOSURE
In order to permit bidders for the Bonds and other Participating Underwriters in the primary offering of the Bonds to
comply with paragraph (b)(5) of the Rule, the City will covenant and agree, for the benefit of the registered holders or
beneficial owners from time to time of the outstanding Bonds, in the Resolution for the Bonds and the Continuing
Disclosure Certificate, to provide annual financial information filings of specified information and notices of the
occurrence of certain material events as hereinafter described (the “Undertakings”). The information to be provided on
an annual basis, the events as to which notice is to be given, and a summary of other provisions of the Undertakings,
including termination, amendment and remedies, are set forth as “APPENDIX D” to this Preliminary Official
Statement. The City will deliver the Continuing Disclosure Certificate at closing, and any failure on the part of the City
to deliver the same shall relieve the Purchaser of its obligations to purchase the Bonds.
The City is not aware of any instance in the previous five years in which it has failed to comply, in all material respects,
with previous Undertakings in a written contract or agreement specified in paragraph (b)(5)(i) of the Rule.
Breach of the Undertakings will not constitute a default or an “Event of Default” under the Bonds or the Resolution for
the Bonds. A broker or dealer is to consider a known breach of the Undertakings, however, before recommending the
purchase or sale of the Bonds in the secondary market. Thus, a failure on the part of the City to observe the
Undertakings may adversely affect the transferability and liquidity of the Bonds and their market price.
viii
CUSIP NUMBERS
It is anticipated the Committee on Uniform Security Identification Procedures (“CUSIP”) numbers will be printed on
the Bonds and the Purchaser must agree in the bid proposal to pay the cost thereof. In no event will the City, Bond
Counsel or Municipal Advisor be responsible for the review or express any opinion that the CUSIP numbers are correct.
Incorrect CUSIP numbers on said Bonds shall not be cause for the Purchaser to refuse to accept delivery of said Bonds.
BY ORDER OF THE CITY COUNCIL
City of Waukee, Iowa
/s/ Linda Burkhart, Finance Director
ix
$4,655,000*
CITY OF WAUKEE, IOWA
General Obligation Bonds, Series 2019A
Bonds Dated:
Interest Due: December 1, 2019 and each June 1 and December 1 to maturity
Principal Due: June 1, 2020-2031
Cumulative
Year Bond Years Bond Years
2020 $545,000 423.89 423.89
2021 315,000 560.00 983.89
2022 325,000 902.78 1,886.67
2023 335,000 1,265.56 3,152.22
2024 345,000 1,648.33 4,800.56
2025 355,000 2,051.11 6,851.67
2026 370,000 2,507.78 9,359.44
2027 385,000 2,994.44 12,353.89
2028 400,000 3,511.11 15,865.00
2029 415,000 4,057.78 19,922.78
2030 425,000 4,580.56 24,503.33
2031 440,000 5,182.22 29,685.56
Average Maturity (dated date): 6.377 Years
* Preliminary; subject to change
SCHEDULE OF BOND YEARS
August 21, 2019
Principal*
EXHIBIT 1
FORMS OF ISSUE PRICE CERTIFICATES
(This page has been left blank intentionally.)
EXHIBIT 1 to TERMS OF OFFERING
COMPETITIVE SALES WITH AT LEAST THREE BIDS FROM ESTABLISHED UNDERWRITERS
ISSUE PRICE CERTIFICATE
$_______ General Obligation Bonds, Series 2019A
City of Waukee, Iowa
The undersigned, on behalf of [NAME OF UNDERWRITER] ("Purchaser"), hereby certifies as set forth below
with respect to the sale of the above-captioned obligations (the "Bonds").
1. Reasonably Expected Initial Offering Price.
a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by
Purchaser are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the
prices for the Maturities of the Bonds used by Purchaser in formulating its bid to purchase the Bonds. Attached as
Schedule B is a true and correct copy of the bid provided by Purchaser to purchase the Bonds.
b) Purchaser was not given the opportunity to review other bids prior to submitting its bid.
c) The bid submitted by Purchaser constituted a firm offer to purchase the Bonds.
2. Defined Terms.
a) Issuer means City of Waukee, Iowa.
b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or
Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
c) Public means any person (including an individual, trust, estate, partnership, association, company, or
corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of
this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly
or indirectly.
d) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity
of the Bonds. The Sale Date of the Bonds is July 15, 2019.
e) Underwriter means (i) the Purchaser or any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to
the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in
clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling
group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
EXHIBIT 1 to TERMS OF OFFERING
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate
represents Purchaser’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue
Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing
information will be relied upon by the Issuer and its advisors with respect to certain of the representations set forth in
the Tax Exemption Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and
by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income
for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal
income tax advice that it may give to the Issuer from time to time relating to the Bonds.
[UNDERWRITER]
By:_______________________________________
Name:_____________________________________
Dated: August 21, 2019
EXHIBIT 1 to TERMS OF OFFERING
SCHEDULE A
EXPECTED OFFERING PRICES
$_______ General Obligation Bonds, Series 2019A
City of Waukee, Iowa
(Attached)
EXHIBIT 1 to TERMS OF OFFERING
SCHEDULE B
COPY OF UNDERWRITER’S BID
$_______ General Obligation Bonds, Series 2019A
City of Waukee, Iowa
(Attached)
EXHIBIT 1 to TERMS OF OFFERING
COMPETITIVE SALES WITH FEWER THAN THREE BIDS FROM ESTABLISHED UNDERWRITERS
HOLD OFFERING PRICE
ISSUE PRICE CERTIFICATE
$_______ General Obligation Bonds, Series 2019A
City of Waukee, Iowa
The undersigned, on behalf of [NAME OF UNDERWRITER/REPRESENTATIVE] (["Purchaser")][the
"Representative")][, on behalf of itself and [NAMES OF OTHER UNDERWRITERS] (together, the "Underwriting
Group"),] hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations
(the "Bonds").
1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General
Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed
in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities.
a) [Purchaser][The Underwriting Group] offered the Hold-the-Offering-Price Maturities to the Public for
purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale
Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule
B.
b) As set forth in the Official Terms of Offering and bid award, [Purchaser][the members of the
Underwriting Group] [has][have] agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities,
[it][they] would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the
Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"),
and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group,
and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail
distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as
defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than
the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.
3. Defined Terms.
a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the
"General Rule Maturities."
b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as
the "Hold-the-Offering-Price Maturities."
c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the
Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which
[Purchaser][the Underwriters] [has][have] sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at
prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
EXHIBIT 1 to TERMS OF OFFERING
d) Issuer means City of Waukee, Iowa.
e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or
Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
f) Public means any person (including an individual, trust, estate, partnership, association, company, or
corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of
this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly
or indirectly.
g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity
of the Bonds. The Sale Date of the Bonds is July 15, 2019.
h) Underwriter means (i) the Purchaser or any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to
the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in
clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling
group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
i) The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents [the Purchaser][the Representative's] interpretation of any laws, including specifically Sections
103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The
undersigned understands that the foregoing information will be relied upon by the Issuer and its advisors with respect to
certain of the representations set forth in the Tax Exemption Certificate and with respect to compliance with the federal
income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on
the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue
Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to
the Bonds.
[UNDERWRITER][REPRESENTATIVE]
By:____________________________________
Name:__________________________________
Dated: August 21, 2019
EXHIBIT 1 to TERMS OF OFFERING
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
$_______ General Obligation Bonds, Series 2019A
City of Waukee, Iowa
(Attached)
EXHIBIT 1 to TERMS OF OFFERING
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
$_______ General Obligation Bonds, Series 2019A
City of Waukee, Iowa
(Attached)
1
PRELIMINARY OFFICIAL STATEMENT
CITY OF WAUKEE, IOWA
$4,655,000* General Obligation Bonds, Series 2019A
INTRODUCTION
This Preliminary Official Statement contains information relating to the City of Waukee, Iowa (the “City”) and its
issuance of $4,655,000* General Obligation Bonds, Series 2019A (the “Bonds”) This Preliminary Official Statement
has been executed on behalf of the City by its Finance Director and may be distributed in connection with the sale of the
Bonds authorized therein. Inquiries regarding the Bonds may be made to the City’s Municipal Advisor, PFM Financial
Advisors LLC (the “Municipal Advisor”), 801 Grand Avenue, Suite 3300, Des Moines, Iowa, 50309, telephone
515-243-2600. Information can also be obtained from Ms. Linda Burkhart, Finance Director, City of Waukee, 230
West Hickman Road, Waukee, Iowa, 50263, telephone 515-978-7919.
AUTHORITY AND PURPOSE
The Bonds are being issued pursuant to Division III of Chapter 384 and 403 of the Code of Iowa and a resolution (the
“Resolution”) to be adopted by the City Council of the City. The Bonds are being issued to pay the costs of community
signage, street, sidewalk, trail and street lighting improvements, with related utility improvements and carrying out
urban renewal projects of the City such as the Urban Renewal Plan for the Gateway Economic Development Urban
Renewal Area, including the Kettlestone Boulevard Extension project which includes roadway, street lightning and
traffic signal improvements, with related utility improvements.
The estimated sources and uses of the Bonds are as follows:
Sources of Funds*
Par Amount of Bonds $4,655,000.00
Uses of Funds*
Deposit to Project Fund $4,513,358.48
Underwriter’s Discount 46,550.00
Cost of Issuance and Contingency 95,091.52
Total Uses $4,655,000.00
* Preliminary; subject to change.
INTEREST
Interest on the Bonds will be payable on December 1, 2019 and semiannually on the 1st day of June and December
thereafter. Interest and principal shall be paid to the registered holder of a bond as shown on the records of ownership
maintained by the Registrar as of the 15th day of the month preceding such interest payment date (the “Record Date”).
Interest will be computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules
of the Municipal Securities Rulemaking Board.
OPTIONAL REDEMPTION
The Bonds due after June 1, 2027 will be subject to call prior to maturity in whole, or from time to time in part, in any
order of maturity and within a maturity by lot on said date or on any date thereafter at the option of the City, upon terms
of par plus accrued interest to date of call. Written notice of such call shall be given at least thirty (30) days prior to the
date fixed for redemption to the registered owners of the Bonds to be redeemed at the address shown on the registration
books.
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PAYMENT OF AND SECURITY FOR THE BONDS
The Bonds are general obligations of the City and the unlimited taxing powers of the City are irrevocably pledged for
their payment. Upon issuance of the Bonds, the City will levy taxes for the years and in amounts sufficient to provide
100% of annual principal and interest due on the Bonds. If, however, the amount credited to the debt service fund for
payment of the Bonds is insufficient to pay principal and interest, whether from transfers or from original levies, the
City must use funds in its treasury and is required to levy ad valorem taxes upon all taxable property in the City without
limit as to rate or amount sufficient to pay the debt service deficiency.
Iowa Code section 76.2 provides that when an Iowa political subdivision issues general obligation bonds, “the
governing authority of these political subdivisions before issuing bonds shall, by resolution, provide for the
assessment of an annual levy upon all the taxable property in the political subdivision sufficient to pay the interest and
principal of the bonds within a period named not exceeding twenty years. A certified copy of this resolution shall be
filed with the county auditor or the auditors of the counties in which the political subdivision is located; and the filing
shall make it a duty of the auditors to enter annually this levy for collection from the taxable property within the
boundaries of the political subdivision until funds are realized to pay the bonds in full.”
Nothing in the Resolution for the Bonds prohibits or limits the ability of the City to use legally available moneys other
than the proceeds of the general ad valorem property taxes levied, as described in the preceding paragraph, to pay all or
any portion of the principal of or interest on the Bonds. If, and to the extent such other legally available moneys are
used to pay the principal of or interest on the Bonds, the City may, but shall not be required to (a) reduce the amount of
taxes levied for such purpose, as described in the preceding paragraph; or (b) use proceeds of taxes levied, as described
in the preceding paragraph, to reimburse the fund or account from which such other legally available moneys are
withdrawn for the amount withdrawn from such fund or account to pay the principal of or interest on the Bonds.
The Resolution authorizing the Bonds doesn’t restrict the City’s ability to issue or incur additional general obligation
debt, although issuance of additional general obligation debt is subject to the same constitutional and statutory
limitations that apply to the issuance of the Bonds. For a further description of the City’s outstanding general obligation
debt upon issuance of the Bonds and the annual debt service on the Bonds, see “DIRECT DEBT” under “CITY
INDEBTEDNESS” included in “APPENDIX A” herein. For a description of certain constitutional and statutory limits
on the issuance of general obligation debt, see “DEBT LIMIT” under “CITY INDEBTEDNESS” included in
“APPENDIX A” herein.
BOOK-ENTRY-ONLY ISSUANCE
The information contained in the following paragraphs of this subsection “Book-Entry-Only Issuance” has been
extracted from a schedule prepared by Depository Trust Company (“DTC”) entitled “SAMPLE OFFERING
DOCUMENT LANGUAGE DESCRIBING DTC AND BOOK-ENTRY-ONLY ISSUANCE.” The information in this
section concerning DTC and DTC’s book-entry-only system has been obtained from sources the City believes to be
reliable, but the City takes no responsibility for the accuracy thereof.
The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the
“Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-
registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of
such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500
million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate
will be issued with respect to any remaining principal amount of such issue.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York
Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a
“clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (the “Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and
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other securities transactions in deposited securities, through electronic computerized book-entry-only transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of
its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly (the “Indirect Participants”). DTC has
Standard & Poor’s rating: AA+. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (the
“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will
not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting
on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the Securities is discontinued.
To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of
DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee
do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial
Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events
with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security
documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities
for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners
may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to
them.
Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co., nor any other DTC nominee, will consent or vote with respect to Securities unless
authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails
an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s
consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date
identified in a listing attached to the Omnibus Proxy.
Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’
accounts upon DTC’s receipt of funds and corresponding detail information from the City or Agent, on payable date in
accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of
DTC, Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time.
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Payment of redemption proceeds, distributions, and dividend payments to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC, is the responsibility of the City or Agent, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners will be the responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to
Tender/Remarketing Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the
Participant’s interest in the Securities, on DTC’s records, to Tender/Remarketing Agent. The requirement for physical
delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry
credit of tendered Securities to Tender/Remarketing Agent’s DTC account.
DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable
notice to the City or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security
certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor
securities depository). In that event, Security certificates will be printed and delivered to DTC.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the
City believes to be reliable, but the City takes no responsibility for the accuracy thereof.
FUTURE FINANCING
The City will be issuing approximately $2,040,000 Water Revenue Bonds, Series 2019B simultaneously with the
issuance of the Bonds.
LITIGATION
The City is not aware of any threatened or pending litigation that may have a material adverse effect on the validity of
the Bonds or the City’s ability to meet its financial obligations.
DEBT PAYMENT HISTORY
The City knows of no instance in which it has defaulted in the payment of principal or interest on its debt.
LEGALITY
The Bonds are subject to approval as to certain matters by Ahlers & Cooney, P.C. of Des Moines, Iowa as Bond
Counsel. Bond Counsel has not participated in the preparation of this Preliminary Official Statement other than to
review or prepare information describing the terms of the Bonds and Iowa and Federal law pertinent to the validity of
and the tax status of interest on the Bonds, which can be found generally under the sections “AUTHORITY AND
PURPOSE”, “OPTIONAL REDEMPTION”, “PAYMENT AND SECURITY FOR THE BONDS” and “TAX
MATTERS”, herein. Additionally, Bond Counsel has provided its legal opinion and Continuing Disclosure Certificate,
included in “APPENDIX B” and “APPENDIX D”, respectively, within this Preliminary Official Statement. Bond
Counsel is not expressing any opinion as to the completeness or accuracy of the information contained in the
Preliminary Official Statement. The “FORM OF LEGAL OPINION” as set out in “APPENDIX B” to this Preliminary
Official Statement, will be delivered at closing.
The legal opinion, to be delivered concurrently with the delivery of the Bonds, expresses the professional judgment of
the attorneys rendering the opinion as to legal issues expressly addressed therein. By rendering a legal opinion, the
opinion giver does not become an insurer or guarantor of the result indicated by that expression of professional
judgment, or of the transaction on which the opinion is rendered, or of the future performance of parties to the
transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the
transaction.
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There is no bond trustee or similar person to monitor or enforce the provisions of the Resolution for the Bonds. The
owners of the Bonds should, therefore, be prepared to enforce such provisions themselves if the need to do so arises. In
the event of a default in the payment of principal of or interest on the Bonds, there is no provision for acceleration of
maturity of the principal of the Bonds. Consequently, the remedies of the owners of the Bonds (consisting primarily of
an action in the nature of mandamus requiring the City and certain other public officials to perform the terms of the
Resolution for the Bonds) may have to be enforced from year to year. The obligation to pay general ad valorem
property taxes is secured by a statutory lien upon the taxed property, but is not an obligation for which a property owner
may be held personally liable in the event of a deficiency. The owners of the Bonds cannot foreclose on property within
the boundaries of the City or sell such property in order to pay the debt service on the Bonds. See “LEVIES AND TAX
COLLECTIONS” included in “APPENDIX A” herein, for a description of property tax collection and enforcement.
In addition, the enforceability of the rights and remedies of owners of the Bonds may be subject to limitation as set forth
in Bond Counsel’s opinion. The opinion will state, in part, that the obligation of the City with respect to the Bonds
may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights,
heretofore or hereafter, enacted to the extent constitutionally applicable, to the exercise of judicial discretion in
appropriate cases.
TAX MATTERS
Tax Exemptions and Related Considerations: Federal tax law contains a number of requirements and restrictions that
apply to the Bonds. These include investment restrictions, periodic payments of arbitrage profits to the United States,
requirements regarding the proper use of bond proceeds and facilities financed with bond proceeds, and certain other
matters. The City has covenanted to comply with all requirements that must be satisfied in order for the interest on the
Bonds to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such
covenants could cause interest on the Bonds to become includable in gross income for federal income tax purposes
retroactively to the date of issuance of the Bonds.
Subject to the City’s compliance with the above referenced covenants, under present law, in the opinion of Bond
Counsel, interest on the Bonds is excludable from gross income for federal income tax purposes. Interest on the Bonds
is not an item of tax preference for purposes of the federal alternative minimum tax.
Prospective purchasers of the Bonds should be aware that ownership of the Bonds may result in collateral federal
income tax consequences to certain taxpayers, including, without limitation, corporations subject to the branch profits
tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or
Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to
purchase or carry tax-exempt obligations. Bond Counsel will not express any opinion as to such collateral tax
consequences. Prospective purchasers of the Bonds should consult their tax advisors as to collateral federal income tax
consequences.
Interest on the Bonds is included in gross income for State of Iowa income tax purposes.
Ownership of the Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel
expresses no opinion regarding any such collateral consequences arising with respect to the Bonds. The prospective
purchaser of the Bonds should consult their tax advisors regarding the applicability of any such state and local taxes.
Qualified Tax-Exempt Obligations: The City will designate the Bonds as “qualified tax-exempt obligations” under the
exception provided in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
Tax Accounting Treatment of Discount and Premium Bonds: The initial public offering price of the Bonds (the
“Discount Bonds”) may be less than the amount payable on such Bonds at maturity. An amount equal to the difference
between the initial public offering price of Discount Bonds (assuming that a substantial amount of the Discount Bonds
of that maturity are sold to the public at such price) and the amount payable at maturity constitutes original issue
discount to the initial purchaser of such Discount Bonds. Owners of Discount Bonds should consult with their own tax
advisors with respect to the determination of accrued original issue discount on Discount Bonds for federal income tax
purposes and with respect to the state and local tax consequences of owning and disposing of Discount Bonds. It is
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possible that, under applicable provisions governing determination of state and local income taxes, accrued interest on
Discount Bonds may be deemed to be received in the year of accrual even though there will not be a corresponding cash
payment.
The initial public offering price of the Bonds (the “Premium Bonds”) may be greater than the amount of such Premium
Bonds at maturity. An amount equal to the difference between the initial public offering price of Premium Bonds
(assuming that a substantial amount of the Premium Bonds of that maturity are sold to the public at such price) and the
amount payable at maturity constitutes a premium to the initial purchaser of such Premium Bonds. Purchasers of the
Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable bond
premium on Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of
owning and disposing of Premium Bonds.
Other Tax Advice: In addition to the income tax consequences described above, potential investors should consider
the additional tax consequences of the acquisition, ownership, and disposition of the Bonds. For instance, state
income tax law may differ substantially from state to state, and the foregoing is not intended to describe any
aspect of the income tax laws of any state. Therefore, potential investors should consult their own tax advisors with
respect to federal tax issues and with respect to the various state tax consequences of an investment in Bonds.
Audits: The Internal Revenue Service (the “Service”) has an ongoing program of auditing tax-exempt obligations to
determine whether, in the view of the Service, interest on such tax-exempt obligations is includable in the gross income
of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence
an audit of the Bonds. If an audit is commenced, under current procedures the Service may treat the City as a taxpayer
and the bondholders may have no right to participate in such procedure. The commencement of an audit could
adversely affect the market value and liquidity of the Bonds until the audit is concluded, regardless of the ultimate
outcome.
Withholdings: Payments of interest on, and proceeds of the sale, redemption or maturity of, tax-exempt obligations,
including the Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may
apply to any such payments to any bond owner who fails to provide an accurate Form W-9 Request for Taxpayer
Identification Number and Certification, or a substantially identical form, or to any Bond owner who is notified by the
Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting
and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax
purposes.
New and Pending Legislation: Legislation affecting tax-exempt obligations is regularly considered by the United States
Congress and may be considered by the Iowa legislature. Court proceedings may also be filed, the outcome of which
could modify the tax treatment. There can be no assurance that legislation enacted or proposed, or actions by a court,
after the date of issuance of the Bonds will not have an adverse effect on the tax status of interest or other income on the
Bonds or the market value or marketability of the Bonds. These adverse effects could result, for example, from changes
to federal or state income tax rates, changes in the structure of federal or state income taxes (including replacement with
another type of tax), or repeal (or reduction in the benefit) of the exclusion of interest on the Bonds from gross income
for federal or state income tax purposes for all or certain taxpayers.
Current and future legislative proposals, including some that carry retroactive effective dates, if enacted into law, court
decisions, or clarification of the Code may cause interest on the Bonds to be subject, directly or indirectly, to federal
income taxation, or otherwise prevent owners of the Bonds from realizing the full current benefit of the tax status of
such interest. For example, on December 22, 2017 Public Law 115-97, the Tax Cuts and Jobs Act (“TCJA”) was signed
into law. The TCJA and other future legislative proposals may prevent owners of the Bonds from realizing the same
benefits as under former law with respect to the tax status of interest on the Bonds. Also, the TCJA and other future
legislative proposals, or clarification of the Code, may affect the market price for, or marketability of the Bonds.
Prospective purchasers of the Bonds should consult their own tax advisors regarding the TCJA and other pending or
proposed tax legislation, as to which Bond Counsel expresses no opinion except as expressly set forth in
“APPENDIX B” within this Preliminary Official Statement.
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Enforcement: Holders of the Bonds 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 the Bonds, including, but not limited to, the right to a proceeding in law or in equity by suit, action or
mandamus to enforce and compel performance of the duties required by Iowa law and the Resolution authorizing
issuance of the Bonds. There is no bond trustee or similar person to monitor or enforce the terms of the Resolution for
issuance of the Bonds. In the event of a default in the payment of principal of or interest on the Bonds, there is no
provision for acceleration of maturity of the principal of the Bonds. Consequently, the remedies of the owners of the
Bonds (consisting primarily of an action in the nature of mandamus requiring the City and certain other public officials
to perform the terms of the Resolution for the Bonds) may have to be enforced from year to year. The enforceability of
the rights and remedies of owners of the Bonds may be subject to limitation as set forth in Bond Counsel’s opinion.
The obligation to pay general ad valorem property taxes is secured by a statutory lien upon the taxed property, but is not
an obligation for which a property owner may be held personally liable in the event of a deficiency. The owners of the
Bonds cannot foreclose on property within the boundaries of the City or sell such property in order to pay the debt
service on the Bonds. In addition, the enforceability of the rights and remedies of owners of the Bonds may be subject
to limitation as set forth in Bond Counsel's opinion. The opinion to be delivered concurrently with the delivery of the
Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by general
principles of equity and public policy and by bankruptcy, reorganization, insolvency or other similar laws affecting
the rights of creditors generally, and to the exercise of judicial discretion in appropriate cases.
No representation is made, and no assurance is given, that the enforcement of any remedies with respect to such assets
will result in sufficient funds to pay all amounts due under the Resolution for the Bonds, including principal of and
interest on the Bonds.
The Opinion: The opinion expressed by Bond Counsel are based upon existing legislation and regulations as interpreted
by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel
has expressed no opinion as of any date subsequent thereto or with respect to any proposed or pending legislation,
regulatory initiatives or litigation.
Bond Counsel’s opinion is not a guarantee of a result, or of the transaction on which the opinion is rendered, or of the
future performance of parties to the transaction, but represents its legal judgment based upon its review of existing
statutes, regulations, published rulings and court decisions and the representations and covenants of the City described
in this section. No ruling has been sought from the Service with respect to the matters addressed in the opinion of Bond
Counsel and Bond Counsel’s opinions is not binding on the Service. Bond Counsel assumes no obligation to update its
opinions after the issue date to reflect any further action, fact or circumstance, or change in law or interpretation, or
otherwise.
ALL POTENTIAL PURCHASERS OF THE BONDS SHOULD CONSULT WITH THEIR TAX ADVISORS WITH
RESPECT TO FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF OWNERSHIP OF THE BONDS
(INCLUDING BUT NOT LIMITED TO THOSE LISTED ABOVE).
BONDHOLDER’S RISKS
An investment in the Bonds is subject to certain risks. No person should purchase the Bonds unless such person
understands the risks described below and is willing to bear those risks. There may be other risks not listed below
which may adversely affect the value of the Bonds. In order to identify risk factors and make an informed investment
decision, potential investors should be thoroughly familiar with this entire Preliminary Official Statement (including the
Appendices hereto) in order to make a judgment as to whether the Bonds are an appropriate investment.
Secondary Market Not Established: There is no established secondary market for the Bonds, and there is no assurance
that a secondary market will develop for the purchase and sale of the Bonds. Prices of municipal bonds traded in the
secondary market, if any, are subject to adjustment upward and downward in response to changes in the credit markets
and changes in the operating performance of the entities operating the facilities subject to bonded indebtedness. From
time to time it may be necessary to suspend indefinitely secondary market trading in selected issues of municipal bonds
as a result of the financial condition or market position, prevailing market conditions, lack of adequate current financial
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information about the entity, operating the subject facilities, or a material adverse change in the operations of that entity,
whether or not the subject Bonds are in default as to principal and interest payments, and other factors which, may give
rise to uncertainty concerning prudent secondary market practices.
Municipal bonds are generally viewed as long-term investments, subject to material unforeseen changes in the
investor’s circumstances, and may require commitment of the investor’s funds for an indefinite period of time, perhaps
until maturity.
EACH PROSPECTIVE PURCHASER IS RESPONSIBLE FOR ASSESSING THE MERITS AND RISKS OF AN
INVESTMENT AND MUST BE ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT. THE
SECONDARY MARKET FOR THE BONDS, IF ANY, COULD BE LIMITED.
Ratings Loss: Moody’s Investors Service, Inc. (“Moody’s”) has assigned a rating of ‘___’ to the Bonds. Generally, a
rating agency bases its rating on the information and materials furnished to it and on investigations, studies and
assumptions of its own. There is no assurance the ratings will continue for any given period of time, or that such ratings
will not be revised, suspended or withdrawn, if, in the judgment of Moody’s, circumstances so warrant. A revision,
suspension or withdrawal of a rating may have an adverse effect on the market price of the Bonds.
Rating agencies are currently not regulated by any regulatory body. Future regulation of rating agencies could materially
alter the methodology, rating levels, and types of ratings available, for example, and these changes, if ever, could
materially affect the market value of the Bonds.
Matters Relating to Enforceability: Holders of the Bonds 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 the Bonds, including but not limited to, the right to a proceeding in the law or in equity by
suit, action or mandamus to enforce and compel performance of the duties required by Iowa law and the Resolution for
the Bonds.
The practical realization of any rights upon any default will depend upon the exercise of various remedies specified in
the Resolution for the Bonds. The opinion, to be delivered concurrently with the delivery of the Bonds, will be qualified
as to the enforceability of the various legal instruments by limitations imposed by general principals of equity and
public policy and by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors
generally.
No representation is made and no assurance is given that the enforcement of any remedies with respect to such assets will
result in sufficient funds to pay all amounts due under the Resolution for the Bonds, including principal of and interest on
the Bonds.
Forward-Looking Statements: This Preliminary Official Statement contains statements relating to future results that are
“forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this
Preliminary Official Statement, the words “estimate,” “forecast,” “intend,” “expect” and similar expressions identify
forward-looking statements. Any forward-looking statement is subject to uncertainty. Accordingly, such statements are
subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward-
looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or
unanticipated events and circumstances may occur. Therefore, investors should be aware there are likely to be
differences between forward-looking statements and the actual results. These differences could be material and could
impact the availability of funds of the City to pay debt service when due on the Bonds.
Financial Condition of the City from time to time: No representation is made as to the future financial condition of the
City. Certain risks discussed herein could adversely affect the financial condition and or operations of the City in future.
However, the Bonds are secured by an unlimited ad valorem property tax as described more fully in the “PAYMENT
OF AND SECURITY FOR THE BONDS” herein.
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Redemption Prior to Maturity: In considering whether to make an investment in the Bonds, it should be noted the
Bonds are subject to optional redemption, as outlined herein, without Bondholder discretion or consent. See
“OPTIONAL REDEMPTION” herein.
Tax Matters and Loss of Tax Exemption: As discussed under the heading “TAX MATTERS” herein, the interest on the
Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date of
delivery of the Bonds, as a result of acts or omissions of the City in violation of its covenants in the Resolution for the
Bonds. Should such an event of taxability occur, the Bonds would not be subject to a special prepayment and would
remain outstanding until maturity or until prepaid under the prepayment provisions contained in the Bonds, and there is
no provision for an adjustment of the interest rates on the Bonds.
It is possible legislation will be proposed or introduced that could result in changes in the way tax exemption is
calculated, or whether interest on certain securities are exempt from taxation at all. Prospective purchasers should
consult with their own tax advisors regarding any pending or proposed federal income tax legislation. The likelihood of
legislation being enacted cannot be reliably predicted.
It is also possible actions of the City, after the closings of the Bonds, will alter the tax status of the Bonds, and in the
extreme, remove the tax-exempt status from the Bonds. In that instance, the Bonds are not subject to mandatory
prepayment and the interest rates on the Bonds don’t increase or otherwise reset. A determination of taxability on the
Bonds after closing could materially adversely affect the value and marketability of the Bonds.
Pending Federal Tax Legislation: From time to time, there are Presidential proposals, proposals of various federal
committees, and legislative proposals pending in Congress that could, if enacted, alter or amend one or more of the
federal (or state) tax matters described herein in certain respects or would adversely affect the market value of the Bonds
or otherwise prevent holders of the Bonds from realizing the full benefit of the tax exemption of interest on the Bonds.
Further, such proposals may impact the marketability or market value of the Bonds simply by being proposed. It cannot
be predicted whether, or in what forms, any of such proposals, either pending or that may be introduced, may be enacted
and there can be no assurance that such proposals will not apply to the Bonds. In addition, regulatory actions are from
time to time announced or proposed and litigation threatened or commenced, which if implemented or concluded in a
particular manner, could adversely affect the market value, marketability or tax status of the Bonds. It cannot be
predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be
resolved, or whether the Bonds would be impacted thereby.
Changes in Property Taxation: From time to time the Iowa General Assembly has altered the method of property
taxation and could do so again. Such alterations could adversely affect the City’s financial condition. Historically,
changes to property tax calculations and impositions are imposed on a prospective basis. However, there is no assurance
future changes to property taxation by the Iowa General Assembly will not be applied retroactively. It is impossible to
predict the outcome of future property taxation changes by the Iowa General Assembly or resulting impacts on the City’s
financial condition. However, the Bonds are secured by an unlimited ad valorem property tax as described more fully in
the “PAYMENT OF AND SECURITY FOR THE BONDS” herein.
Cybersecurity: The City, like many other public and private entities, relies on a large and complex technology
environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not limited to,
hacking, viruses, malware and other attacks on computer or other sensitive digital systems and networks. There can be
no assurances that any security and operational control measures implemented by the City will be completely successful
to guard against and prevent cyber threats and attacks. Failure to properly maintain functionality, control, security, and
integrity of the City’s information systems could impact business operations and/or digital networks and systems and
the costs of remedying any such damage could be significant. Along with significant liability claims or regulatory
penalties, any security breach could have a material adverse impact on the City’s operations and financial condition.
The City maintains insurance policies in the amount of $1 million (covering first party expenses for response to cyber
breach) and $8 million (third party coverage for City liability for failure to protect computer systems) to cover aspects
of a cyber-attack. The City cannot predict whether these policies would be sufficient in the event of a cyber breach.
However, the Bonds are secured by an unlimited ad valorem property tax as described more fully in the “PAYMENT
OF AND SECURITY FOR THE BONDS” herein.
10
Pensions: Pursuant to GASB 68, the City reported a liability of $4,282,360 within its Independent Auditor’s Reports as
of June 30, 2018 for its proportionate share of the net pension liability related to IPERS, as defined herein. The net
pension liability is the amount by which the total actuarial liability exceeds the pension plan’s net assets or fiduciary net
position (essentially the market value) available for paying benefits. The net pension liability was measured as of
June 30, 2017, and the total pension liability used to calculate the net pension liability was determined by an actuarial
valuation as of that date. The City’s proportion of the net pension liability was based on the City’s share of
contributions to the pension plan relative to the contributions of all IPERS participating employers. At June 30, 2017,
the City’s collective proportion was 0.064287% which was an increase of 0.003741% from its proportion measured as
of June 30, 2016. See “EMPLOYEES AND PENSIONS” included in “APPENDIX A” to this Preliminary Official
Statement for more summary information related to the City’s contributions, and the City’s June 30, 2018 Independent
Auditor’s Reports, included in “APPENDIX C” to this Preliminary Official Statement, for additional information
related to the City’s deferred outflows and inflows of resources related to pensions, actuarial assumptions, discount rate
and discount rate sensitivity. Changes to the City’s pension contributions, or available sources to fund said
contributions, may adversely affect the City’s financial condition. However, the Bonds are secured by an unlimited ad
valorem property tax as described more fully in the “PAYMENT OF AND SECURITY FOR THE BONDS” herein.
Continuing Disclosure: A failure by the City to comply with continuing disclosure obligations (see “CONTINUING
DISCLOSURE” herein) will not constitute an event of default on the Bonds. Any such failure must be disclosed in
accordance with Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended (the “Rule”), and may adversely affect the transferability and liquidity of the Bonds and their
market price.
Bankruptcy: The rights and remedies available to holders of the Bonds may be limited by and are subject to the
provisions of federal bankruptcy laws, to other laws or equitable principles that may affect the enforcement of creditor’s
rights, to the exercise of judicial discretion in appropriate cases and to limitations in legal remedies against exercise of
judicial discretion in appropriate cases and to limitations on legal remedies against municipal corporations in the State
of Iowa. The various opinions of counsel to be delivered with respect to the Bonds and the Resolution for the Bonds,
including the opinions of Bond Counsel, will be similarly qualified. If the City were to file a petition under Chapter 9 of
the Bankruptcy Code, the owners of the Bonds could be prohibited from taking any steps to enforce their rights under
the Resolution for the Bonds. In the event the City fails to comply with its covenants under the Resolution for the
Bonds or fails to make payments on the Bonds, there can be no assurance of the availability of remedies adequate to
protect the interests of the holders of the Bonds.
Suitability of Investment: The interest rate borne by the Bonds is intended to compensate the investor for assuming the
risk of investing in the Bonds. Each prospective investor should carefully examine this Preliminary Official Statement
and its own financial condition to make a judgment as to its ability to bear the economic risk of such an investment, and
whether or not the Bonds are an appropriate investment for such investor.
Tax Levy Procedures: The Bonds are general obligations of the City, payable from and secured by a continuing ad
valorem tax levied against all of the property valuation within the City. As part of the budgetary process each fiscal year,
the City will have an obligation to request a debt service levy to be applied against all of the taxable property within the
City. A failure on the part of the City to make a timely levy request or a levy request by the City that is inaccurate or is
insufficient to make full payments of the debt service of the Bonds for a particular fiscal year, may cause bondholders to
experience a delay in the receipt of distributions of principal of and/or interest on the Bonds. In the event of a default in
the payment of principal of or interest on the Bonds, there is no provision for acceleration of maturity of the principal of
the Bonds. Consequently, the remedies of the owners of the Bonds (consisting primarily of an action in the nature of
mandamus requiring the City and certain other public officials to perform the terms of the Resolution for the Bonds) may
have to be enforced from year to year.
Federal Funds Orders and State Funds Legislation: Various federal executive orders, and Iowa Code Chapter 27A
(collectively “ICE Enforcement Initiatives”), impose requirements intended to ensure compliance with the federal
immigration detainment processes. The ICE Enforcement Initiatives impose various penalties for non-compliance,
including the loss of state and/or federal funding under certain circumstances. The loss of state and/or federal funds in
any significant amount would negatively impact the City’s overall financial position and could affect its rating.
However, the Bonds are secured by a debt service levy upon real property in the jurisdictional limits of the City, and are
not secured by state or federal funds. See “PAYMENT OF AND SECURITY FOR THE BONDS” herein.
11
DTC-Beneficial Owners: Beneficial Owners of the Bonds may experience some delay in the receipt of distributions of
principal of and interest on the Bonds since such distributions will be forwarded by the Registrar to DTC and DTC will
credit such distributions to the accounts of the Participants which will, thereafter, credit them to the accounts of the
Beneficial Owner either directly or indirectly through Indirect Participants. Neither the City nor the Registrar will have
any responsibility or obligation to assure any such notice or payment is forwarded by DTC to any Participants or by any
Participant to any Beneficial Owner.
In addition, since transactions in the Bonds can be effected only through DTC Participants, Indirect Participants and
certain banks, the ability of a Beneficial Owner to pledge the Bonds to persons or entities that do not participate in the
DTC system, or otherwise to take actions in respect of such Bonds, may be limited due to lack of a physical certificate.
Beneficial Owners will be permitted to exercise the rights of registered Owners only indirectly through DTC and the
Participants. See “BOOK-ENTRY-ONLY ISSUANCE” herein.
Summary: The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bonds.
In order for potential investors to identify risk factors and make an informed investment decision, potential investors
should become thoroughly familiar with this entire Preliminary Official Statement and the Appendices hereto to make a
judgment as to whether the Bonds are an appropriate investment.
RATING
The City has requested a rating on the Bonds by Moody’s. Currently, Moody’s maintains a rating of ‘Aa2’ on the
City’s long-term general obligation debt. The existing rating on long-term debt reflects only the view of the rating
agency and any explanation of the significance of such rating may only be obtained from Moody’s. There is no
assurance such rating will continue for any period of time or that they will not be revised or withdrawn. Any revision or
withdrawal of the rating may have an effect on the market price of the Bonds.
MUNICIPAL ADVISOR
The City has retained PFM Financial Advisors LLC, Des Moines, Iowa as Municipal Advisor in connection with the
preparation of the issuance of the Bonds. In preparing the Preliminary Official Statement, the Municipal Advisor has
relied on government officials, and other sources to provide accurate information for disclosure purposes. The
Municipal Advisor is not obligated to undertake, and has not undertaken, an independent verification of the accuracy,
completeness, or fairness of the information contained in the Preliminary Official Statement. PFM Financial Advisors
LLC is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing
municipal securities or other public securities.
CONTINUING DISCLOSURE
In order to permit bidders for the Bonds and other Participating Underwriters in the primary offering of the Bonds to
comply with paragraph (b)(5) of the Rule, the City will covenant and agree, for the benefit of the registered holders or
beneficial owners from time to time of the outstanding Bonds, in the Resolution for the Bonds and the Continuing
Disclosure Certificate, to provide annual financial information filings of specified information and notices of the
occurrence of certain material events as hereinafter described (the “Undertakings”). The information to be provided on
an annual basis, the events as to which notice is to be given, and a summary of other provisions of the Undertakings,
including termination, amendment and remedies, are set forth as “APPENDIX D” to this Preliminary Official
Statement. The City will deliver the Continuing Disclosure Certificates at closing, and any failure on the part of the
City to deliver the same shall relieve the Purchaser of its obligations to purchase the Bonds.
The City is not aware of any instance in the previous five years in which it has failed to comply, in all material respects,
with previous Undertakings in a written contract or agreement specified in paragraph (b)(5)(i) of the Rule.
Breach of the Undertakings will not constitute a default or an “Event of Default” under the Bonds or the Resolution for
the Bonds. A broker or dealer is to consider a known breach of the Undertakings, however, before recommending the
purchase or sale of the Bonds in the secondary market. Thus, a failure on the part of the City to observe the
Undertakings may adversely affect the transferability and liquidity of the Bonds and their market price.
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CERTIFICATION
The City has authorized the distribution of this Preliminary Official Statement for use in connection with the initial sale
of the Bonds. I have reviewed the information contained within the Preliminary Official Statement prepared on behalf
of the City by PFM Financial Advisors LLC, Des Moines, Iowa, and to the best of my knowledge, information and
belief, said Preliminary Official Statement does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading regarding the issuance of $4,655,000* General Obligation
Bonds, Series 2019A.
CITY OF WAUKEE, IOWA
/s/ Linda Burkhart, Finance Director
* Preliminary; subject to change.
APPENDIX A
GENERAL INFORMATION ABOUT THE CITY OF WAUKEE, IOWA
THE $4,655,000* GENERAL OBLIGATION BONDS, SERIES 2019A (the “Bonds”) are general obligations of the City
of Waukee, Iowa (the “City”) for which the City will pledge its power to levy direct ad valorem taxes against all taxable
property within the City without limitation as to rate or amount to the repayment of the Bonds.
* Preliminary; subject to change.
(This page has been left blank intentionally.)
A-1
CITY PROPERTY VALUATIONS
IOWA PROPERTY VALUATIONS
In compliance with Section 441.21 of the Code of Iowa, the State Director of Revenue annually directs the county
auditors to apply prescribed statutory percentages to the assessments of certain categories of real property. The 2018
final Actual Values were adjusted by the Dallas County auditor. The reduced values, determined after the application of
rollback percentages, are the Taxable Values subject to tax levy. For assessment year 2018, the taxable value rollback
rate was 56.9180% of actual value for residential property; 56.1324% of actual value for agricultural property; 75% of
the actual value for multiresidential property; and 90% of actual value for commercial, industrial and railroad property.
No adjustment was ordered for utility property because its assessed value did not increase enough to qualify for
reduction. Utility property is limited to an 8% annual growth.
The Legislature’s intent has been to limit the growth of statewide taxable valuations for the specific classes of property
to 3% annually. Political subdivisions whose taxable values are thus reduced or are unusually low in growth are
allowed to appeal the valuations to the State Appeal Board, in order to continue to fund present services.
PROPERTY VALUATIONS (1/1/2018 Valuations for Taxes payable July 1, 2019 to June 30, 2020)
100% Actual Value
Taxable Value
(With Rollback)
Residential $1,725,991,097 $978,443,166
Commercial 78,856,859 58,529,048
Industrial 2,316,661 1,408,858
Multiresidential 53,276,838 34,945,828
Railroads 731,843 658,659
Utilities w/o Gas & Electric 3,894,683 3,894,683
Gross valuation $1,865,067,981 $1,077,880,242
Less military exemption (927,852) (927,852)
Net valuation $1,864,140,129 $1,076,952,390
TIF Increment (used to compute debt service
levies and constitutional debt limit)
$215,212,425
$201,643,382
Taxed separately:
Ag. Land
$8,835,280
$4,959,479
Ag. Buildings $154,960 $86,984
Gas & Electric Utilities $8,987,778 $4,806,361
2018 GROSS TAXABLE VALUATION BY CLASS OF PROPERTY 1)
Taxable Valuation Percent Total
Residential $978,443,166 90.37%
Multiresidential 34,945,828 3.23%
Commercial, Industrial, Railroad and Utilities w/o Gas & Electric 64,491,248 5.96%
Gas & Electric Utilities 4,806,361 0.44%
Total Gross Taxable Valuation $1,082,686,603 100.00%
1) Excludes Ag. Land, Ag. Buildings and Taxable TIF Increment.
A-2
TREND OF VALUATIONS
Assessment
Year
Payable
Fiscal Year
100%
Actual Valuation
Taxable Valuation
(With Rollback)
Taxable TIF
Increment
2014 2015-16 $1,287,907,585 $645,867,003 $131,329,471
2015 2016-17 1,387,405,421 704,992,568 131,350,231
2016 2017-18 1,610,592,237 848,093,768 136,044,958
2017 2018-19 1,844,334,937 948,120,018 158,103,252
2018 2019-20 2,097,330,572 1,081,758,751 201,643,382
The 100% Actual Valuation, before rollback and after reduction of military exemption, includes Ag. Land, Ag.
Buildings, TIF Increment and Gas & Electric Utilities. The Taxable Valuation, with the rollback and after the reduction
of military exemption, includes Gas & Electric Utilities and excludes Ag. Land, Ag. Buildings and Taxable TIF
Increment. Iowa cities certify operating levies against Taxable Valuation excluding the Taxable TIF Increment and debt
service levies are certified against Taxable Valuations including the Taxable TIF Increment.
LARGER TAXPAYERS
Set forth in the following table are the persons or entities which represent larger taxpayers within the boundaries of the
City, as provided by the Dallas County auditor’s office. No independent investigation has been made of and no
representation is made herein as to the financial condition of any of the taxpayers listed below or that such taxpayers
will continue to maintain their status as major taxpayers in the City. With the exception of the electric and natural gas
providers (which is subject to an excise tax in accordance with Iowa Code chapter 437A), the City’s mill levy is
applicable to all of the properties included in the table, and thus taxes expected to be received by the City from such
taxpayers will be in proportion to the assessed valuations of the properties. The total tax bill for each of the properties is
dependent upon the mill levies of the other taxing entities which overlap the properties.
Taxpayer 1)
Type of Property/Business
1/1/2018
Taxable Valuation 2)
Prairiegrass Equity LLC Multiresidential 23,101,193
Welltower Iowa Holdco LLC 3) Multiresidential 21,920,904
Hy-Vee, Inc. Commercial 14,230,809
Apartments at Autumn Ridge LLC Residential 13,381,538
KC Kettlestone LC Commercial 13,225,599
Winhall at Williams Pointe LLC Residential 11,344,280
Bricktowne Waukee LC Residential 10,068,538
Somerset Oaks One LLC Residential 8,102,686
Stivers Iowa Real Estate LLC Commercial 7,581,888
Shottenkirk Partnership, LP Commercial 6,186,015
1) This list represents some of the larger taxpayers in the City, not necessarily the ten largest taxpayers.
2) The Taxable Valuation listed represents only those valuations associated with the title holder and may not necessarily represent
the entire taxable valuation.
3) Previously knowns as Health Care REIT.
Source: Dallas County Auditor’s Office
A-3
PROPERTY TAX LEGISLATION
During the 2013 legislative session, the Iowa General Assembly enacted Senate File 295 (the “Act”), which the
Governor signed into law on June 12, 2013. Among other things, the Act (i) reduced the maximum annual taxable
value growth percent, due to revaluation of existing residential and agricultural property to 3%, (ii) assigned a
“rollback” (the percentage of a property’s value that is subject to tax) to commercial, industrial and railroad property of
90%, (iii) created a new property tax classification for multi-residential properties (mobile home parks, manufactured
home communities, land-lease communities, assisted living facilities and property primarily used or intended for human
habitation containing three or more separate dwelling units) (“Multiresidential Property”), and assigned a declining
rollback percentage of 3.75% to such properties for each year until the 2021 assessment year (the rollback percentage
for Multiresidential Properties is equal to the residential rollback percentage in the 2022 assessment year and thereafter)
and (iv) exempted a specified portion of the assessed value of telecommunication properties.
The Act included a standing appropriation to replace some of the tax revenues lost by local governments, including tax
increment districts, resulting from the new rollback for commercial and industrial property. Beginning in Fiscal Year
2017-18 the standing appropriation could not exceed the actual Fiscal Year 2016-17 appropriation amount. The
appropriation does not replace losses to local governments resulting from the Act’s provisions that reduce the annual
revaluation growth limit for residential and agricultural properties to 3%, the gradual transition for Multiresidential
Property to the residential rollback percentage, or the reduction in the percentage of telecommunications property that is
subject to taxation.
Given the wide scope of the statutory changes, and the State of Iowa’s discretion in establishing the annual replacement
amount that is appropriated each year commencing in Fiscal Year 2017-18, the impact of the Act on the City’s future
property tax collections is uncertain and the City is unable to accurately assess the financial impact of the Act’s
provisions on the City’s future operations.
Notwithstanding any decrease in property tax revenues that may result from the Act, Iowa Code section 76.2 provides
that when an Iowa political subdivision issues general obligation bonds, “the governing authority of these political
subdivisions before issuing bonds shall, by resolution, provide for the assessment of an annual levy upon all the taxable
property in the political subdivision sufficient to pay the interest and principal of the bonds within a period named not
exceeding twenty years. A certified copy of this resolution shall be filed with the county auditor or the auditors of the
counties in which the political subdivision is located; and the filing shall make it a duty of the auditors to enter annually
this levy for collection from the taxable property within the boundaries of the political subdivision until funds are
realized to pay the bonds in full.”
From time to time, other legislative proposals may be considered by the Iowa General Assembly that would, if enacted,
alter or amend one or more of the property tax matters described in this Official Statement. For instance during the
2019 legislative session, the Iowa General Assembly passed Senate File 634. This bill modifies the process for hearing
and approval of the total maximum property tax dollars under certain levies in the City budget, including levies for the
General Fund, the Emergency Fund, Trust and Agency Funds for pensions, insurance, transit, civic centers, certain
bridges, sanitary disposal, and emergency management. The bill also includes a provision that will require the
affirmative vote of 2/3 of the City Council when the maximum property tax dollars under these levies exceed an amount
determined under a prescribed formula. The bill does not change the process for hearing and approval of the debt
service levy pledged for repayment of the Bonds. It is too early to evaluate the affect this legislation will have on the
overall financial position of the City and its ability to fund essential services.
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CITY INDEBTEDNESS
DEBT LIMIT
Article XI, Section 3 of the State of Iowa Constitution limits the amount of debt outstanding at any time of any county,
municipality or other political subdivision to no more than 5% of the actual value of all taxable property within the
corporate limits, as taken from the last state and county tax list. The debt limit for the City, based on its 2016 actual
valuation currently applicable to the Fiscal Year 2019-20, is as follows:
2018 Actual Valuation of Property $2,097,330,572
Legal Debt Limit of 5% 0.05
Legal Debt Limit $104,866,528
Less: G.O. Debt Subject to Limit (69,844,839) *
Less: Urban Renewal Revenue Debt Subject to Limit (345,000)
Less: Other Agreements (417,929) 1)
Net Debt Limit $34,258,760 *
1) As reported by the City pursuant to development agreements for urban renewal projects under the authority of Iowa Code
Chapter 403. The Iowa Supreme Court has not formally ruled on the question of whether contracts to rebate the tax increment
generated by a particular development constitutes indebtedness of a City for constitutional debt limit purposes. The amount
above includes rebate agreements that may not be debt. Some development agreements are subject to the right of annual
appropriation by the City, thereby limiting the extent of possible debt to only amounts currently due and appropriated in the
current fiscal year. Amounts payable under a particular development agreement may not constitute legal indebtedness, but are
memorialized in the table above to conservatively state the City’s possible financial exposure. Payment of future installments
may be dependent upon undertakings by the developers, which may have not yet occurred. The City actively pursues
opportunities consistent with the development goals of its various urban renewal plans, which may be amended from time to
time, and the City may enter into additional development agreements committing to additional rebate incentive in calendar year
2019 or after.
DIRECT DEBT
General Obligation Debt Paid by Taxes, Tax Increment and LOST Revenues (Includes the Bonds)
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Outstanding
As of 8/21/19
6/10A $1,435,000 Corporate Purpose 6/22 $405,000
6/12A 2,013,000 Refunding 6/20 100,000
6/12B 4,220,000 Refunding 6/21 1,035,000
12/12D 3,745,000 Urban Renewal 6/21 880,000
5/13B 3,280,000 Corporate Purpose 6/28 1,425,000
5/13C 2,265,000 Urban Renewal Refunding 6/20 285,000
12/13D 6,190,000 Urban Renewal 6/21 1,630,000
12/14 21,560,000 Urban Renewal 6/34 18,465,000
11/15 7,340,000 Corporate Purpose & Refunding 6/30 4,610,000
9/16B 1,720,000 Refunding 6/22 825,000
5/17A 13,940,000 Corporate Purpose & Urban Renewal 6/36 12,845,000
6/18A 19,775,000 Corporate Purpose & Urban Renewal 6/38 19,085,000
8/19A 4,655,000* Corporate Purpose & Urban Renewal 6/31 4,655,000*
Subtotal $66,245,000*
* Preliminary; subject to change.
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General Obligation Bonds Paid by Sewer, Water, and Storm Water Revenues
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Outstanding
As of 8/21/19
6/10B $1,745,000 Water & Sewer Projects 6/21 $365,000
12/13D 2,550,000 Stormwater Projects 6/33 1,910,000
12/14 1,735,000 Water Projects 6/30 1,260,000
Subtotal $3,535,000
General Obligation Bonds Paid by Golf Course Revenues
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Outstanding
As of 8/21/19
2/16 $279,990 Golf Course 6/20 $64,839
Total G.O. Debt Subject to Limit $69,844,839*
Urban Renewal Revenue Bonds
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Outstanding
As of 8/21/19
6/10C $1,590,000 Urban Renewal Project 6/21 $345,000
Annual Fiscal Year G.O. Debt Service Payments Paid by Taxes, Tax Increment and LOST Revenues (Includes
the Bonds)
Current Outstanding Series 2019A Bonds Total Outstanding
Fiscal
Year
Principal
Principal &
Interest
Principal*
Principal &
Interest*
Principal*
Principal &
Interest*
2019-20 $5,890,000 $7,870,596 $545,000 $671,719 $6,435,000 $8,542,315
2020-21 5,865,000 7,676,764 315,000 458,850 6,180,000 8,135,614
2021-22 3,095,000 4,737,828 325,000 457,825 3,420,000 5,195,653
2022-23 2,960,000 4,507,078 335,000 456,450 3,295,000 4,963,528
2023-24 3,005,000 4,449,053 345,000 454,725 3,350,000 4,903,778
2024-25 3,050,000 4,389,978 355,000 452,650 3,405,000 4,842,628
2025-26 3,155,000 4,391,203 370,000 455,225 3,525,000 4,846,428
2026-27 3,265,000 4,386,053 385,000 457,275 3,650,000 4,843,328
2027-28 3,280,000 4,281,603 400,000 458,800 3,680,000 4,740,403
2028-29 3,275,000 4,178,203 415,000 459,800 3,690,000 4,638,003
2029-30 3,940,000 4,743,413 425,000 455,275 4,365,000 5,198,688
2030-31 3,310,000 3,993,219 440,000 455,400 3,750,000 4,448,619
2031-32 3,420,000 4,002,644 3,420,000 4,002,644
2032-33 3,545,000 4,018,519 3,545,000 4,018,519
2033-34 3,165,000 3,522,400 3,165,000 3,522,400
2034-35 2,690,000 2,941,013 2,690,000 2,941,013
2035-36 2,795,000 2,956,425 2,795,000 2,956,425
2036-37 925,000 990,975 925,000 990,975
2037-38 960,000 993,600 960,000 993,600
Total $61,590,000 $4,655,000* $66,245,000*
* Preliminary; subject to change.
A-6
Annual Fiscal Year G.O. Debt Service Payments Paid by Sewer, Water, and Storm Water Revenues
Total Outstanding
Fiscal
Year
Principal
Principal &
Interest
2019-20 $385,000 $504,699
2020-21 395,000 501,329
2021-22 215,000 307,319
2022-23 225,000 310,819
2023-24 230,000 308,744
2024-25 240,000 312,394
2025-26 245,000 310,613
2026-27 255,000 312,938
2027-28 265,000 314,613
2028-29 275,000 315,788
2029-30 285,000 316,288
2030-31 165,000 186,025
2031-32 175,000 189,425
2032-33 180,000 187,425
Total $3,535,000
Annual Fiscal Year G.O. Debt Service Payments Paid by Golf Course Revenues
Total Outstanding
Fiscal
Year
Principal
Principal &
Interest
2019-20 $64,839 $66,179
Total $64,839
Annual Fiscal Year Urban Renewal Revenue Debt Service Payments Paid by TIF Revenues
Total Outstanding
Fiscal
Year
Principal
Principal &
Interest
2019-20 $170,000 $183,285
2020-21 175,000 181,825
Total $345,000
A-7
OTHER DEBT
Other Agreements
Estimated Total Estimated
Total Final Total Estimated Obligation
Estimated Payment Obligation Outstanding Subject to Debt Limit
Agreements Obligation Date as of 8/21/19 as of 8/21/19
Hurd Waukee, LLC 1) $370,000 6/30/2024 $370,000 $33,446
Golf Course Equipment Lease (2016) 41,864 6/30/2021 16,746 16,746
Golf Course Equipment Lease (2018) 27,763 6/30/2023 22,210 22,210
Holmes Murphy KC (Kettlestone) 1) 3,480,000 6/30/2029 2,536,838 345,527
City of West Des Moines 28E 2) 1,049,979 6/30/2025 1,049,979 0
Fridley Theatres LLC 2) 1,966,985 6/30/2028 1,966,985 0
Kettleview, LLC 2) 5,300,000 6/30/2028 5,300,000 0
Deery, Deery LLC 2) 950,000 6/30/2029 950,000 0
117 Land Company & RJ Lawn 2) 1,150,000 6/30/2030 1,150,000 0
IDOT 3) 9,000,000 TBD 9,000,000 0
Total $22,362,758 $417,929
1) These agreements are subject to annual appropriation. Payments have been appropriated for Fiscal Year 2019-20.
2) These agreements are subject to annual appropriation. Payments have not been appropriated for Fiscal Year 2019-20.
3) The City has a preliminary agreement with IDOT to repay the City’s portion of the Interstate 80 interchange onto Grand Prairie
Parkway estimated to be around $9,000,000. The project has been completed, but a final agreement (including repayment
schedule) has not yet been approved by the City.
REVENUE DEBT
The City has outstanding revenue debt payable from the gas utilities, special assessments and golf course revenues.
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Outstanding
As of 8/21/19
3/15 $2,632,000 Gas Revenue (Private Placement) 6/22 $1,195,000
6/16A 640,000 Storm Water Improv. (Private Placement) 6/26 460,000
2/16 572,339 Golf Course Purchase Refunding 12/20 380,172
Total $2,035,172
Water Utility Revenue Debt
City Issued Water Revenue Debt Paid by Water Utility.
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Outstanding
As of 8/21/19
9/12C $2,625,000 Water Improvements 6/32 $1,895,000
7/15B 1,450,000 Water Improvements 6/27 1,005,000
6/18B 3,410,000 Water Improvements 6/38 3,310,000
8/19B 2,040,000 * Water Improvements 6/34 2,040,000 * 1)
Subtotal $8,250,000
1) The Series 2019B Bonds are being sold in conjunction with the Bonds.
* Preliminary; subject to change.
A-8
Sewer Utility Revenue Debt
City Issued Revenue Debt Supported by Sewer Utility Revenues.
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Outstanding
As of 8/21/19
03/13A $1,185,000 Sewer Improvements 6/24 $575,000
12/16C 2,685,000 Sewer Improvements 6/36 2,575,000
9/17 12,537,000 Sewer Imp. (SRF Loan) 6/38 12,202,000 1)
6/18C 3,565,000 Sewer Improvements 6/38 3,565,000
7/18 2,948,000 Sewer Imp. (SRF Loan) 6/38 2,947,000 2)
Total: $21,864,000
1) Based on preliminary debt service schedule established prior to final project draws. The City has drawn $8,706,967 as of the
date of this Preliminary Official Statement.
2) Based on preliminary debt service schedule established prior to final project draws. The City has drawn $1,571,335 as of the
date of this Preliminary Official Statement.
Other Sewer Utility Revenue Debt
Des Moines Metropolitan Wastewater Reclamation Authority (“WRA”) Proposed Payment Obligations:
WRA has authorized and is planning to issue the following State Revolving Fund Loans within the calendar year. The
amounts below represent the City’s anticipated share of the debt service payments of the proposed issues. Other
participating communities of the WRA pay the remaining amount. Flow-based allocations are subject to change on an
annual basis; as such the amount outstanding may be greater than the amount issued due to fluctuations in flow.
Date
of Issue
Original
Amount
Purpose
Final
Maturity
Principal
Proposed
As of 8/21/19
TBD $287,993 Sewer Improvements (SRF) 6/39 $287,993 1)
1) The City’s flow-based share of the WRA’s proposed SRF Loan in the amount of $11,940,000.
(The remainder of this page has been intentionally left blank.)
A-9
Des Moines Metropolitan Wastewater Reclamation Authority (“WRA”) Existing Payment Obligations:
The City is a member of the Des Moines Metropolitan Wastewater Reclamation Authority (WRA) and has entered into
a financing agreement with the WRA to provide for the City’s share of capital contribution for the construction and
ongoing expansion of a metropolitan wastewater system. The City is responsible for a portion of the WRA sewer
revenue debt payable from the revenues of their Sewer Enterprise System; its responsibilities pursuant to the WRA
Financing Agreement stand as nearly as practicable on a parity and equality of rank with the City’s direct sewer revenue
notes and parity obligations, if any. The City’s share of the WRA debt is as follows:
Date
of Issue
Allocated/
Original
Amount Purpose
Final
Maturity
Principal
Outstanding
As of 8/21/19
06/08A $477,428 Sewer Improvements (SRF Loan) 6/39 $448,955 1)
06/08B 312,970 Sewer Improvements (SRF Loan) 6/39 290,013 2)
06/08D 126,140 Sewer Improvements (SRF Loan) 6/38 112,454 3)
3/09B 388,920 Sewer Improvements (SRF Loan) 6/39 373,671 4)
7/09C 425,960 Sewer Improvements (SRF Loan) 6/39 409,183 5)
4/10A 233,750 Sewer Improvements (SRF Loan) 6/40 241,039 6)
4/10B 324,100 Sewer Improvements (SRF Loan) 6/40 322,281 7)
6/10C-1 37,200 Sewer Improvements (SRF Loan) 6/32 48,071 8)
6/10C-2 389,150 Sewer Improvements (SRF Loan) 6/32 359,967 9)
3/11B 739,461 Sewer Improvements (SRF Loan) 6/41 761,001 10)
5/11A 1,046,925 Sewer Improvements (SRF Loan) 6/42 1,246,883 11)
5/11C 259,564 Sewer Improvements (SRF Loan) 6/41 281,206 12)
12/11D 378,144 Sewer Improvements (SRF Loan) 6/43 477,206 13)
5/12B 130,229 Sewer Improvements (SRF Loan) 6/42 135,844 14)
5/12C 303,660 Sewer Improvements (SRF Loan) 6/43 384,883 15)
5/12D 118,090 Sewer Improvements (SRF Loan) 6/42 145,419 16)
11/12E 577,854 Sewer Improvements (SRF Loan) 6/43 617,758 17)
11/12F 67,087 Sewer Improvements (SRF Loan) 6/43 71,650 18)
11/12G 592,020 Sewer Improvements (SRF Loan) 6/44 761,531 19)
4/13A 141,680 Sewer Improvements (SRF Loan) 6/43 165,439 20)
6/13B 1,717,863 Sewer Revenue Refunding Bonds 6/34 1,757,155 21)
1/14A 35,820 Sewer Improvements (SRF Loan) 6/34 34,130 22)
2/14C 268,488 Sewer Improvements (SRF Loan) 6/34 251,827 23)
2/14D 179,040 Sewer Improvements (SRF Loan) 6/34 172,306 24)
1/15A 307,768 Sewer Improvements (SRF Loan) 6/35 267,081 25)
1/15B 8,105 Sewer Improvements (SRF Loan) 6/34 7,019 26)
1/15C 85,792 Sewer Improvements (SRF Loan) 6/35 81,837 27)
5/15E 1,178,866 Sewer Revenue Refunding Bonds 6/36 1,111,180 28)
2/16A 178,858 Sewer Improvements (SRF Loan) 6/35 158,010 29)
12/16E 34,886 Sewer Improvements (SRF Loan) 6/36 31,528 30)
12/16F 706,400 Sewer Improvements (SRF Loan) 6/48 741,280 31)
12/17A 855,380 Sewer Improvements (SRF Loan) 6/49 916,560 32)
5/18A 101,304 Sewer Improvements (SRF Loan) 6/40 101,304 33)
12/18D-1 241,200 Sewer Improvements (SRF Loan) 6/39 241,200 34)
12/18D-2 192,960 Sewer Improvements (SRF Loan) 6/39 192,960 35)
12/18E 272,556 Sewer Improvements (SRF Loan) 6/40 272,556 36)
12/18F 144,720 Sewer Improvements (SRF Loan) 6/39 144,720 37)
Total $14,137,107
The amounts above represent the City’s share of the par amount for various issues. Other participating communities
within the WRA pay the remaining amounts. Flow-based allocations are subject to change on an annual basis; as such
the amount outstanding may be greater than the amount issued due to fluctuations in flow.
A-10
(Continued from previous page.)
1) The City’s flow-based share of the WRA’s Series 2008A SRF Loan outstanding in the amount of $12,809,000.
2) The City’s flow-based share of the WRA’s Series 2008B SRF Loan outstanding in the amount of $5,096,000.
3) The City’s flow-based share of the WRA’s Series 2008D SRF Loan outstanding in the amount of $1,976,000.
4) The City’s flow-based share of the WRA’s Series 2009B SRF loan outstanding in the amount of $6,566,000.
5) The City’s flow based share of the WRA’s Series 2009C SRF loan outstanding in the amount of $7,190,000.
6) The City’s flow based share of the WRA’s Series 2010A SRF loan outstanding in the amount of $6,877,000.
7) The City’s flow based share of the WRA’s Series 2010B SRF loan outstanding in the amount of $5,663,000.
8) The City’s flow based share of the WRA’s Series 2010C-1 SRF loan outstanding in the amount of $1,993,000.
9) The City’s flow based share of the WRA’s Series 2010C-2 SRF loan outstanding in the amount of $14,924,000.
10) The City’s flow based share of the WRA’s Series 2011B SRF loan outstanding in the amount of $13,372,000.
11) The City’s flow based share of the WRA’s Series 2011A SRF loan outstanding in the amount of $51,695,000.
12) The City’s flow based share of the WRA’s Series 2011C SRF loan outstanding in the amount of $8,023,000.
13) The City’s flow based share of the WRA’s Series 2011D SRF loan outstanding in the amount of $13,615,000.
14) The City’s flow based share of the WRA’s Series 2012B SRF loan outstanding in the amount of $2,387,000.
15) The City’s flow based share of the WRA’s Series 2012C SRF loan outstanding in the amount of $15,957,000.
16) The City’s flow based share of the WRA’s Series 2012D SRF loan outstanding in the amount of $6,029,000.
17) The City’s flow based share of the WRA’s Series 2012E SRF loan outstanding in the amount of $10,855,000.
18) The City’s flow based share of the WRA’s Series 2012F SRF loan outstanding in the amount of $1,259,000.
19) The City’s flow based share of the WRA’s Series 2012G SRF loan outstanding in the amount of $21,727,000.
20) The City’s flow based share of the WRA’s Series 2013A SRF loan outstanding in the amount of $6,859,000.
21) The City’s flow based share of the WRA’s Series 2013B outstanding in the amount of $46,805,000.
22) The City’s flow based share of the WRA’s Series 2014A SRF loan outstanding in the amount of $1,415,000.
23) The City’s flow based share of the WRA’s Series 2014C SRF loan outstanding in the amount of $4,425,000.
24) The City’s flow based share of the WRA’s Series 2014D SRF loan outstanding in the amount of $4,916,000.
25) The City’s flow based share of the WRA’s Series 2015A SRF loan outstanding in the amount of $7,620,000.
26) The City’s flow based share of the WRA’s Series 2015B SRF loan outstanding in the amount of $291,000.
27) The City’s flow based share of the WRA’s Series 2015C SRF loan outstanding in the amount of $1,438,000.
28) The City’s flow based share of the WRA’s Series 2015E outstanding in the amount of $28,480,000.
29) The City’s flow based share of the WRA’s Series 2016A SRF loan outstanding in the amount of $6,551,000.
30) The City’s flow based share of the WRA’s Series 2016E SRF loan outstanding in the amount of $554,000.
31) The City’s flow based share of the WRA’s Series 2016F SRF loan outstanding in the amount of $39,159,000.
32) The City’s flow based share of the WRA’s Series 2017A SRF loan outstanding in the amount of $38,000,000.
33) The City’s flow based share of the WRA’s Series 2018A SRF loan outstanding in the amount of $4,200,000.
34) The City’s flow based share of the WRA’s Series 2018D-1 SRF loan outstanding in the amount of $10,000,000.
35) The City’s flow based share of the WRA’s Series 2018D-2 SRF loan outstanding in the amount of $8,000,000.
36) The City’s flow based share of the WRA’s Series 2018E SRF loan outstanding in the amount of $11,300,000.
37) The City’s flow based share of the WRA’s Series 2018F SRF loan outstanding in the amount of $6,000,000.
OVERLAPPING DEBT
Taxing District
1/1/2018
Taxable
Valuation 1)
Portion of Taxable
Valuation in City
Percent
In City
G.O. Debt 2)
City’s
Proportionate
Share
Dallas County $6,658,042,902 $1,293,955,112 3) 19.43% $28,780,000 $5,591,954
Waukee CSD 4,839,976,349 1,286,524,002 4) 26.58% 175,625,000 46,681,125
Van Meter CSD 257,944,385 7,273,238 5) 2.82% 7,210,000 203,322
Adel-DeSoto-Minburn CSD 499,808,115 157,872 6) 0.03% 17,175,000 5,153
Des Moines Area
Community College 50,504,396,751 1,293,955,112 3) 2.56% 70,010,000 1,792,256
City’s Share of Total Overlapping Debt $54,273,810
1) Taxable Valuation is less military exemption and includes Ag. Land & Ag. Buildings, Taxable TIF Increment and all Utilities.
2) Includes general obligation bonds, PPEL notes, certificates of participation and new jobs training certificates.
3) Includes City-exempt Phase In and Phase In Ag valuations in the amount of $5,388,104.
4) Includes City-exempt Phase In and Phase In Ag valuations in the amount of $3,679,135.
5) Includes City-exempt Phase In and Phase In Ag valuations in the amount of $1,708,969.
6) Includes City-exempt Phase In and Phase In Ag valuations in the amount of $118,412.
A-11
DEBT RATIOS
G.O. Debt
Debt/Actual
Market Value
($2,097,330,572) 1)
Debt/17,945 2)
Population
Total General Obligation Debt $69,844,839* 3.33%* $3,892.16*
Less: General Obligation Debt paid by
Water, Sewer and Stormwater (3,535,000)
Net General Obligation Debt $66,309,839* 3.16%* $3,695.17*
Total Urban Renewal Revenue Debt $345,000 0.02% $19.23
City’s Share of Total Overlapping Debt $54,273,810 2.59% $3,024.45
1) Based on 1/1/2018 Actual Value. Includes Ag. Land, Ag. Buildings, TIF Increment and all Utilities.
2) Population based on the U.S. Census Bureau’s 2015 Special Census.
* Preliminary; subject to change.
LEVIES AND TAX COLLECTIONS
Fiscal Year
Levy 1)
Collected During
Collection Year 1)
Percent
Collected
2014-15 $11,494,859 $11,538,128 100.4%
2015-16 12,462,647 12,792,344 102.6%
2016-17 13,326,239 13,625,050 102.2%
2017-18 15,401,347 15,706,736 102.0%
2018-19 17,323,142 ----------- In process of collection -----------
1) Totals include TIF, utility replacement and mobile home taxes.
Collections include delinquent taxes from all prior years. Taxes in Iowa are delinquent each October 1 and April 1 and
a late payment penalty of 1% per month of delinquency is enforced as of those dates. If delinquent taxes are not paid,
the property may be offered at the regular tax sale on the third Monday of June following the delinquency date.
Purchasers at the tax sale must pay an amount equal to the taxes, special assessments, interest and penalties due on the
property and funds so received are applied to taxes. A property owner may redeem from the regular tax sale but, failing
redemption within three years, the tax sale purchaser is entitled to a deed, which in general conveys the title free and
clear of all liens except future tax installments.
Source: Dallas County Auditor’s Office
TAX RATES
FY 2014-15 FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19
$/$1,000 $/$1,000 $/$1,000 $/$1,000 $1/$1,000
Dallas County 3.82607 3.86494 3.98887 3.90713 4.22888
City of Waukee 13.50000 13.50000 13.50000 13.50000 13.40000
Waukee Schools 16.57427 16.69522 17.64874 17.85545 17.85658
Des Moines Area Community College 0.65724 0.67574 0.72334 0.67458 0.69468
Dallas County Hospital 0.57912 0.54042 0.54055 0.54001 0.54001
Dallas County Assessor 0.31423 0.31371 0.32072 0.27309 0.25251
Dallas County Ag Extension 0.08002 0.07934 0.07569 0.06979 0.06898
Walnut Cemetery 0.04446 0.03000 0.01000 0.00000 0.01000
State of Iowa 0.00330 0.00330 0.00330 0.00310 0.00290
Total Tax Rate City Resident 35.57871 35.70267 36.81121 36.82315 37.05454
A-12
LEVY LIMITS
A city’s general fund tax levy is limited to $8.10 per $1,000 of taxable value, with provision for an additional $0.27 per
$1,000 levy for an emergency fund which can be used for general fund purposes (Code of Iowa, Chapter 384,
Division I). Cities may exceed the $8.10 limitation upon authorization by a special levy election. Further, there are
limited special purpose levies, which may be certified outside of the above-described levy limits (Code of Iowa, Section
384.12). The amount of the City’s general fund levy subject to the $8.10 limitation is $8.00 for Fiscal Year 2018-19.
The City does levy a portion of costs for employee benefits in addition to the $8.10 general fund limit as authorized by
law. Currently, the City does not levy for an emergency fund. Debt service levies are not limited.
FUNDS ON HAND (Cash and Investments as of March 31, 2019)
General Checking $4,871,610.07
Park Land Fees 492,126.55
Sewer Fund 9,482,813.13
Sewer Sinking Funds 846,118.20
Water Fund 8,579,581.35
Water Sinking Funds 327,732.58
GO Debt Sinking Funds 6,046,604.60
Capital Projects 24,291,878.13
Water/Sewer Bond & Note Reserve 1,074,445.41
Gas Fund 4,271,802.82
Gas Fund Sinking Funds 331,844.91
Storm Water Fund 1,134,280.35
Storm Water Sinking Funds 127,480.00
Golf Course Fund (750,355.95) 1)
Golf Course Sinking Funds 62,402.88
Golf Course Bond Reserve Fund 57,341.72
Equipment Reserve Fund 231,258.23
Local Option Sales Tax 1,007,928.51
Total Cash and Investments $62,486,893.49
1) Deficit will be eliminated by future seasonal receipts.
A-13
THE CITY
CITY GOVERNMENT
The City of Waukee, Iowa (the “City”) was incorporated in 1878 and comprises approximately 13,000 land acres, or 21
square miles. The City operates under a Mayor-Council-Clerk/Administrator form of government consisting of a five
member City Council and a Mayor who is a non-voting member. The full-time City Administrator is responsible for
administrative details and financial records.
EMPLOYEES AND PENSIONS
The City currently has 109 full-time and 65 part-time employees (including seasonal employees). In addition, the City
has approximately 25 paid on call/volunteer fire/EMS employees. The City participates in a statewide employee
retirement system, the Iowa Public Employees Retirement System (“IPERS”). Membership is mandatory for employees
for the City, except for those covered by another retirement system.
Iowa Public Employees Retirement System: The City contributes to IPERS, which is a cost-sharing, multiple-employer,
contributory defined benefit, public employee retirement system administered by the State of Iowa. IPERS provides
retirement and death benefits, which are established by state statute, to plan members and beneficiaries. IPERS is
authorized to adjust the total contribution rate up or down each year, by no more than 1 percentage point, based upon
the actuarially required contribution rate. The City’s contributions to IPERS for the past three fiscal years, as shown
below, equal the required contributions for each year.
FY 2015-16 FY 2016-17 FY 2017-18
IPERS Contributions $577,811 $641,309 $723,166
The City has budgeted $915,900 for IPERS contributions in Fiscal Year 2018-19.
Pursuant to Governmental Accounting Standards Board (“GASB”) Statement No. 68, the City reported a liability of
$4,282,360 within its Independent Auditor’s Reports as of June 30, 2018 for its proportionate share of the net pension
liability. The net pension liability is the amount by which the total actuarial liability exceeds the pension plan’s net
assets or fiduciary net position (essentially the market value) available for paying benefits. The net pension liability was
measured as of June 30, 2017, and the total pension liability used to calculate the net pension liability was determined
by an actuarial valuation as of that date. The City’s proportion of the net pension liability was based on the City’s share
of contributions to the pension plan relative to the contributions of all IPERS participating employers. At June 30,
2017, the City’s proportion was 0.064287% which was an increase of 0.003741% from its proportion measured as of
June 30, 2016.
The City cannot predict the levels of funding that will be required in the future as any IPERS unfunded pension benefit
obligation could be reflected in future years in higher contribution rates. The investment of moneys, assumptions
underlying the same and the administration of IPERS is not subject to the direction of the City. Thus, it is not possible
to predict, control or prepare for future unfunded accrued actuarial liabilities of IPERS (“UAALs”). The UAAL is the
difference between total actuarially accrued liabilities and actuarially calculated assets available for the payment of such
benefits. The UAAL is based on assumptions as to retirement age, mortality, projected salary increases attributed to
inflation, across-the-board raises and merit raises, adjustments, cost-of-living adjustments, valuation of current assets,
investment return and other matters. Such UAAL could be substantial in the future, requiring significantly increased
contributions from the City which could affect other budgetary matters.
For additional information on the City’s Pension Plan, including information related to deferred outflows and inflows of
resources related to pensions, expenses, actuarial assumption, discount rate and discount rate sensitivities, refer to Note
7 – “PENSION PLAN”, beginning on page 41 of the City’s June 30, 2018 Independent Auditor’s Reports included as
“APPENDIX C” of this Preliminary Official Statement.
A-14
The IPERS Comprehensive Annual Financial Report is available on the IPERS website,
https://www.ipers.org/financial-and-investment, or by contacting IPERS at 7401 Register Drive P.O. Box 9117, Des
Moines, IA 50321. However, the information presented in such financial reports or on such websites is not incorporated
into this Preliminary Official Statement by any references.
Bond Counsel, Disclosure Counsel, the City and the Municipal Advisor undertake no responsibility for and make no
representations as to the accuracy or completeness of the information available from the IPERS discussed above or
included on the IPERS website, including, but not limited to, updates of such information on the State Auditor’s
website or links to other Internet sites accessed through the IPERS website.
OTHER POST-EMPLOYMENT BENEFITS (“OPEB”)
Plan Description: The City operates a single-employer benefit plan which provides medical and prescription drug
benefits to retired employees and their dependents under certain conditions. Group insurance benefits are established
under Iowa Code Chapter 509A.13. No assets are accumulated in a trust that meets the criteria in paragraph 4 of GASB
Statement No. 75. Retired participants must be age 55 or older at retirement. As of June 30, 2018, there were 97 active
employees and 0 retired members in the plan.
Individuals who are employed by the City and are eligible to participate in the group health plan are eligible to continue
healthcare benefits upon retirement. Retirees under age 65 pay the same premium for the medical and prescription drug
benefits as active employees, which results in an implicit rate subsidy and an OPEB liability.
Total OPEB Liability: The City’s total OPEB liability as of the Fiscal Year ended June 30, 2018 was $401,391. This
balance was determined by an actuarial valuation as of that date.
OPEB liability, July 1, 2017, as restated $375,843
Changes for the year:
Service cost 35,135
Interest on the OPEB liability 13,952
Changes in benefit terms 0
Differences between expected and actual experience 38,762
Changes in assumptions or other inputs 1) (57,754)
Benefit payments (4,547)
OPEB liability, June 30, 2018 $401,391
1) Changes in assumptions or other inputs includes a change in the discount rate from 4.5% in Fiscal Year 2016-17 to 3.58% in
Fiscal Year 2017-18.
The covered payroll (annual payroll of active employees covered by the plan) was approximately $6,661,636, and the
ratio of the total OPEB liability to the covered payroll was 6.03%. As of June 30, 2018, there were no trust fund
assets.
For additional information on the City’s OPEB, including information related to deferred outflows and inflows of
resources related to pensions, expenses, actuarial assumptions, discount rate and discount rate sensitivities, refer to
Note 15 – “OTHER POST EMPLOYMENT BENEFITS” beginning on page 50 of the City’s June 30, 2018
Independent Auditor’s Reports included as Appendix B of this Preliminary Official Statement.
UNION CONTRACTS
The City currently has one negotiated contract with the Communications Workers of America, which expires on
June 30, 2021.
A-15
INSURANCE
The City’s insurance coverage is as follows:
Type of Insurance Coverage
Municipal Property Coverage Replacement
Buildings $41,771,240
Contents $3,002,450
Book Collection $1,575,000
Miscellaneous Property $2,821,168
EDP Hardware $710,562
EDP Software $104,329
Vehicles $7,342,480
Municipal Automobile Physical Damage
Comprehensive Coverage Actual Cash Value
Collision Coverage Actual Cash Value
Cyber Breach/Extortion $1,000,000
Cyber Liability $8,000,000
Municipal General Liability $8,000,000
Wrongful Acts Liability $8,000,000
Law Enforcement Liability $8,000,000
Municipal Automobile Liability $8,000,000
Boiler and Machinery $1,500,000
Public Employee Dishonesty $2,000,000
Standard Workers’ Compensation (Includes Volunteer Firemen) Statutory
A-16
GENERAL INFORMATION
LOCATION AND TRANSPORTATION
The City is located in central Iowa, approximately 16 miles northwest of Des Moines. The City is located near U.S.
Interstate Highways No. 35 and 80. U.S. Highway No. 6 passes directly through the community. Commercial airline
service is available at the Des Moines International Airport.
LARGER EMPLOYERS
A representative list of larger employers in the City is as follows:
Employer
Type of Business
Approximate
Number of Employees 1)
Waukee Community School District Education 1,825 2)
Hy-Vee Grocery Store 463
Waukee Family YMCA Family Recreation & Health Center 350
Holmes Murphy & Assoc. Insurance 350
Quad Graphics Waukee Printing 210
City of Waukee City Government 199 3)
Access Systems Office Technologies 170
Gilcrest/Jewett Lumber Company Lumber, Windows, Doors 150
Stivers Ford Automobile Sales and Service 100
1) Includes full time, part time, and seasonal employees.
2) Includes part-time employees, most of whom are teacher substitutes and associates.
3) Includes paid on-call/volunteer fire and EMS employees.
Source: The City, Waukee Community School District and company inquiries.
Some additional major employers in the Des Moines metropolitan area include, but are not limited to the following:
Employer
Type of Business
Approximate
Number of Employees
Wells Fargo Financial Services 14,500
1)
UnityPoint Health Healthcare 8,026
State of Iowa State Government 7,600
2)
Principal Financial Group Insurance 6,500
Hy-Vee, Inc. Grocery and drugstore chain 6,400
Des Moines Public Schools Education 5,287
3)
Nationwide/Allied Insurance Insurance 4,525
Mercy Medical Center Healthcare (Hospitals and Clinics)4,228
John Deere Companies Agricultural Machinery & Consumer Financial Services 3,089 4)
DuPont Pioneer Agribusiness 2,495
Wellmark Inc. Insurance Provider 2,000
1) Includes both Wells Fargo Banks and Wells Fargo Financial.
2) Total is for the Greater Des Moines metropolitan statistical area which includes Dallas, Guthrie, Madison, Polk and Warren
counties.
3) Total does not include substitute teachers.
4) Includes both John Deere Des Moines Works and John Deere Credit Company.
Source: The Greater Des Moines Partnership. The list is updated frequently as changes are identified and is not to be construed as
a complete profile.
A-17
BUILDING PERMITS
City officials report the following construction activity as of March 31, 2019. Building permits are reported on a
calendar year basis. The figures below include both new construction and remodeling.
2015 2016 2017 2018 2019
Single Family Homes:
No. of new homes: 461 549 366 262 24
Valuation: $130,620,802 $134,959,212 $95,872,698 $74,234,080 $6,960,510
No. of Multi-Family: 4 14 21 11 0
Valuation: $18,213,385 $41,470,718 $83,287,282 $19,804,893 $0
Commercial/Industrial/Other:
No. of new buildings: 39 39 51 29 3
Valuation: $3,142,605 $28,434,455 $21,502,390 $40,334,907 $8,470,876
Other: 296 522 567 659 79
Valuation: $2,486,646 $4,298,013 $2,775,034 $5,888,956 $1,222,438
Total Permits 800 1,124 1,005 961 106
Total Valuations $154,463,438 $209,162,398 $203,437,404 $140,262,836 $16,653,824
U.S. CENSUS DATA
Population Trend: 1990 U.S. Census 2,512
2000 U.S. Census 5,126
2010 U.S. Census 13,790
2015 U.S. Special Census 17,945
Source: U.S. Census Bureau
UNEMPLOYMENT RATES
Dallas County State of Iowa
Annual Averages: 2015 2.9% 3.8%
2016 2.6% 3.6%
2017 2.1% 3.1%
2018 1.7% 2.5%
2019 (through March) 2.0% 2.9%
Source: Iowa Workforce Development
EDUCATION
The Waukee Community School District (the “District”) provides public education with an October 2018 certified
enrollment for the 2019-20 school year of 11,197.6. The District currently has 1,455 full-time employees and
approximately 370 additional part-time teacher substitutes and associates. The District owns and operates eight
elementary schools, one fifth grade school, two middle schools, two eighth-ninth grade schools, and one high school
which includes the Innovation and Learning Center.
A-18
LOCAL OPTION SALES AND SERVICES TAX
On November 7, 2017, a referendum was held for imposition of a one percent (1%) local option sales and services tax
(“LOSST”) to be collected within Dallas County. Imposition of the LOSST was approved by the voters of contiguous
incorporated areas of the cities of Waukee, West Des Moines, Clive and Urbandale by a vote of approximately 61.2% in
favor.
The LOSST became effective on July 1, 2018. The City’s LOSST receipts are to be utilized for as follows: (i) 50% for
property tax relief; and (ii) 50% for quality of life improvement purposes, including recreational/sports complexes,
community center, trails, parks, arts, cultural amenities, historic preservation, and for public uses the city deems
appropriate. Since July 1, 2018, the City has received $2,016,999 from the LOSST. For the Fiscal Year Ending
June 30, 2019, the City anticipates receiving $2,368,236 and has budgeted $2,485,926 for Fiscal Year ending June 30,
2020.
Once approved, a LOSST can only be repealed through a public referendum at which a majority voting approve the
repeal or tax rate change. If a LOSST is not imposed county-wide, then the question of repeal is voted upon only by
voters in such areas of a county where the tax has been imposed. A LOSST may not be repealed within one year of the
effective date.
The State of Iowa Department of Revenue (the “Department”) administers collection and disbursement of all local
option sales and services taxes in conjunction with administration of the State-wide sales, services and use tax presently
assessed at 6%. The Department is required by statute to remit at least 95% of the estimated tax receipts to a county
board of supervisors (for taxes imposed in unincorporated areas) and to each incorporated city. Such remittances are on
a monthly basis. Once a year the Department reconciles its monthly estimated payments and makes an adjustment
payment or debit at the November 10 payment date. Remittance of collections within a county are based upon the
following statutory formula for county-wide collections: (i) 75 percent: based on a pro rata share of population (the
most recent certified federal census) of those incorporated or unincorporated areas in a county which have approved a
LOSST; and (ii) 25 percent: based on a pro rata share during the three year period beginning July 1, 1982, through June
30, 1985, for those incorporated or unincorporated areas of a county which have approved a LOSST.
FINANCIAL SERVICES
Financial services for residents of the City are provided by branch offices of Charter Bank, Community State Bank,
First American Bank, People’s Trust & Savings Bank, Wells Fargo Bank, N.A. and West Bank, as well as Greater Iowa
Credit Union. The branch offices of Charter Bank, First American Bank, and Wells Fargo Bank, N.A. report the
following deposits as of June 30th for each year:
Year
Charter Bank First American Bank Wells Fargo Bank, N.A.
2014 $26,103,000 $28,227,000 $38,209,000
2015 26,748,000 26,202,000 41,399,000
2016 26,436,000 28,114,000 44,730,000
2017 27,380,000 32,839,000 51,488,000
2018 29,881,000 35,019,000 53,496,000
Source: FDIC
FINANCIAL STATEMENTS
The City’s Independent Auditor’s Reports for the Fiscal Year ended June 30, 2018 are reproduced in “APPENDIX C”
to this Preliminary Official Statement The City’s certified public accountant has not consented to distribution of the
audited financial statements and has not undertaken added review of their presentation. Further information regarding
financial performance and copies of the City’s prior Independent Auditor’s Reports may be obtained from the City’s
Municipal Advisor, PFM Financial Advisors LLC.
APPENDIX B
FORM OF LEGAL OPINION
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Ahlers & Cooney, P.C.
Attorneys at Law
100 Court Avenue, Suite 600
Des Moines, Iowa 50309-2231
Phone: 515-243-7611
Fax: 515-243-2149
www.ahlerslaw.com
Wishard & Baily – 1888, Guernsey & Baily – 1893, Baily & Stipp – 1901, Stipp, Perry, Bannister & Starzinger – 1914, Bannister, Carpenter,
Ahlers & Cooney – 1950, Ahlers, Cooney, Dorweiler, Allbee, Haynie & Smith – 1974, Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. – 1990
August 21, 2019
We hereby certify that we have examined a certified transcript of the proceedings of the
City Council and acts of administrative officers of the City of Waukee, State of Iowa (the
"Issuer"), relating to the issuance of General Obligation Bonds, Series 2019A, by said City, dated
August 21, 2019, in the denomination of $5,000 or multiples thereof, in the aggregate amount of
$____________ (the "Bonds").
We have examined the law and such certified proceedings and other papers as we deem
necessary to render this opinion as bond counsel.
As to questions of fact material to our opinion, we have relied upon representations of the
Issuer contained in the resolution authorizing issuance of the Bonds (the "Resolution") and in the
certified proceedings and other certifications of public officials furnished to us, without
undertaking to verify the same by independent investigation.
Based on our examination and in reliance upon the certified proceedings and other
certifications described above, we are of the opinion, under existing law, as follows:
1. The Issuer is duly created and validly existing as a body corporate and politic and
political subdivision of the State of Iowa with the corporate power to adopt and perform the
Resolution and issue the Bonds.
2. The Bonds are valid and binding general obligations of the Issuer.
3. All taxable property in the territory of the Issuer is subject to ad valorem taxation
without limitation as to rate or amount to pay the Bonds. Taxes have been levied by the
Resolution for the payment of the Bonds and the Issuer is required by law to include in its annual
tax levy the principal and interest coming due on the Bonds to the extent the necessary funds are
not provided from other sources.
4. Interest on the Bonds is excludable from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum
tax. The opinion set forth in the preceding sentence is subject to the condition that the Issuer
comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be
satisfied subsequent to the issuance of the Bonds in order that the interest thereon be, and
continue to be, excludable from gross income for federal income tax purposes. The Issuer has
covenanted to comply with all such requirements. Failure to comply with certain of such
requirements may cause interest on the Bonds to be included in gross income for federal income
tax purposes retroactively to the date of issuance of the Bonds.
We express no opinion regarding the accuracy, adequacy, or completeness of the Official
Statement or other offering material relating to the Bonds. Further, we express no opinion
August 21, 2019
City of Waukee, State of Iowa
$__________ General Obligation Bonds, Series 2019A
Page 2
regarding tax consequences arising with respect to the Bonds other than as expressly set forth
herein.
The rights of the owners of the Bonds and the enforceability of the Bonds are limited by
bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and by equitable principles, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our
attention, or any changes in law that may hereafter occur.
Respectfully submitted,
01601198-1\21938-191
APPENDIX C
JUNE 30, 2018 INDEPENDENT AUDITOR’S REPORTS
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APPENDIX D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
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CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the City of Waukee, State of Iowa (the "Issuer"), in connection with the issuance of
$__________ General Obligation Bonds, Series 2019A (the "Bonds") dated August 21, 2019.
The Bonds are being issued pursuant to a Resolution of the Issuer approved on August 5, 2019
(the "Resolution"). The Issuer covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate; Interpretation. This Disclosure
Certificate is being executed and delivered by the Issuer for the benefit of the Holders and
Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in
complying with S.E.C. Rule 15c2-12(b)(5). This Disclosure Certificate shall be governed by,
construed and interpreted in accordance with the Rule, and, to the extent not in conflict with the
Rule, the laws of the State. Nothing herein shall be interpreted to require more than required by
the Rule.
Section 2. Definitions. In addition to the definitions set forth in the Resolution, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Financial Information" shall mean financial information or operating data of the
type included in the final Official Statement, provided at least annually by the Issuer pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons
holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the
owner of any Bonds for federal income tax purposes.
"Business Day" shall mean a day other than a Saturday or a Sunday or a day on which
banks in Iowa are authorized or required by law to close.
"Dissemination Agent" shall mean the Issuer or any Dissemination Agent designated in
writing by the Issuer and which has filed with the Issuer a written acceptance of such
designation.
"Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered
into in connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (iii) guarantee of (i) or (ii). The term Financial Obligation shall not include
municipal securities as to which a final official statement has been provided to the MSRB
consistent with S.E.C. Rule 15c2-12.
"Holders" shall mean the registered holders of the Bonds, as recorded in the registration
books of the Registrar.
2
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
"Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal
Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005.
"National Repository" shall mean the MSRB's Electronic Municipal Market Access
website, a/k/a "EMMA" (emma.msrb.org).
"Official Statement" shall mean the Issuer's Official Statement for the Bonds, dated
_______________, 2019.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
"Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission
(S.E.C.) under the Securities Exchange Act of 1934, and any guidance and procedures
thereunder published by the S.E.C., as the same may be amended from time to time.
"State" shall mean the State of Iowa.
Section 3. Provision of Annual Financial Information.
a) The Issuer shall, or shall cause the Dissemination Agent to, not later than two
hundred seventy (270) days after the end of the Issuer's fiscal year (presently June 30th),
commencing with information for the 2018/2019 fiscal year ending June 30, 2019,
provide to the National Repository an Annual Financial Information filing consistent with
the requirements of Section 4 of this Disclosure Certificate. The Annual Financial
Information filing must be submitted in such format as is required by the MSRB
(currently in "searchable PDF" format). The Annual Financial Information filing may be
submitted as a single document or as separate documents comprising a package. The
Annual Financial Information filing may cross-reference other information as provided in
Section 4 of this Disclosure Certificate; provided that the audited financial statements of
the Issuer may be submitted separately from the balance of the Annual Financial
Information filing and later than the date required above for the filing of the Annual
Financial Information if they are not available by that date. If the Issuer's fiscal year
changes, it shall give notice of such change in the same manner as for a Listed Event
under Section 5(c).
b) If the Issuer is unable to provide to the National Repository the Annual
Financial Information by the date required in subsection (a), the Issuer shall send a notice
to the Municipal Securities Rulemaking Board, if any, in substantially the form attached
as Exhibits A-1.
c) The Dissemination Agent shall:
3
i. each year file Annual Financial Information with the National
Repository; and
ii. (if the Dissemination Agent is other than the Issuer), file a report with
the Issuer certifying that the Annual Financial Information has been filed pursuant
to this Disclosure Certificate, stating the date it was filed.
Section 4. Content of Annual Financial Information. The Issuer's Annual Financial
Information filing shall contain or incorporate by reference the following:
a) The last available audited financial statements of the Issuer for the prior fiscal
year, prepared in accordance with generally accepted accounting principles promulgated
by the Financial Accounting Standards Board as modified in accordance with the
governmental accounting standards promulgated by the Governmental Accounting
Standards Board or as otherwise provided under State law, as in effect from time to time,
or, if and to the extent such financial statements have not been prepared in accordance
with generally accepted accounting principles, noting the discrepancies therefrom and the
effect thereof. If the Issuer's audited financial statements for the preceding years are not
available by the time Annual Financial Information is required to be filed pursuant to
Section 3(a), the Annual Financial Information filing shall contain unaudited financial
statements of the type included in the final Official Statement, and the audited financial
statements shall be filed in the same manner as the Annual Financial Information when
they become available.
b) A table, schedule or other information of the type contained in the final Official
Statement under the captions: "Iowa Property Valuations", "Property Valuations", "Gross
Taxable Valuation by Class of Property", "Trend of Valuations," "Larger Taxpayers,"
"Direct Debt," "Overlapping Debt," "Debt Ratios," "Levies and Tax Collections," and
"Tax Rates."
Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues of the Issuer or related public entities, which have
been filed with the National Repository. The Issuer shall clearly identify each such other
document so included by reference.
Section 5. Reporting of Significant Events.
a) Pursuant to the provisions of this Section, the Issuer shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Bonds
in a timely manner not later than 10 Business Days after the day of the occurrence of the
event:
i. Principal and interest payment delinquencies;
ii. Non-payment related defaults, if material;
4
iii. Unscheduled draws on debt service reserves reflecting financial
difficulties;
iv. Unscheduled draws on credit enhancements relating to the Bonds
reflecting financial difficulties;
v. Substitution of credit or liquidity providers, or their failure to perform;
vi. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB) or other material notices or determinations with respect to the
tax-exempt status of the Series Bonds, or material events affecting the tax-exempt
status of the Bonds;
vii. Modifications to rights of Holders of the Bonds, if material;
viii. Bond calls (excluding sinking fund mandatory redemptions), if
material, and tender offers;
ix. Defeasances of the Bonds;
x. Release, substitution, or sale of property securing repayment of the
Bonds, if material;
xi. Rating changes on the Bonds;
xii. Bankruptcy, insolvency, receivership or similar event of the Issuer;
xiii. The consummation of a merger, consolidation, or acquisition
involving the Issuer or the sale of all or substantially all of the assets of the Issuer,
other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
xiv. Appointment of a successor or additional trustee or the change of
name of a trustee, if material;
xv. Incurrence of a Financial Obligation of the Issuer, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a Financial Obligation of the Issuer, any of which affect security
holders, if material; and
xvi. Default, event of acceleration, termination event, modification of
terms or other similar events under the terms of a Financial Obligation of the
Issuer, any of which reflect financial difficulties.
5
b) Whenever the Issuer obtains the knowledge of the occurrence of a Listed
Event, the Issuer shall determine if the occurrence is subject to notice only if material,
and if so shall as soon as possible determine if such event would be material under
applicable federal securities laws.
c) If the Issuer determines that knowledge of the occurrence of a Listed Event is
not subject to materiality, or determines such occurrence is subject to materiality and
would be material under applicable federal securities laws, the Issuer shall promptly, but
not later than 10 Business Days after the occurrence of the event, file a notice of such
occurrence with the Municipal Securities Rulemaking Board through the filing with the
National Repository.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under this
Disclosure Certificate with respect to each Series of Bonds shall terminate upon the legal
defeasance, prior redemption or payment in full of all of the Bonds of that Series or upon the
Issuer's receipt of an opinion of nationally recognized bond counsel to the effect that, because of
legislative action or final judicial action or administrative actions or proceedings, the failure of
the Issuer to comply with the terms hereof will not cause Participating Underwriters to be in
violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as
amended.
Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate,
and may discharge any such Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or
report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination
Agent shall be the Issuer.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this
Disclosure Certificate may be waived, provided that the following conditions are satisfied:
a) If the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a),
it may only be made in connection with a change in circumstances that arises from a
change in legal requirements, change in law, or change in the identity, nature or status of
an obligated person with respect to the Bonds, or the type of business conducted;
b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of
the Rule at the time of the original issuance of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
c) The amendment or waiver either (i) is approved by the Holders of the Bonds in
the same manner as provided in the Resolution for amendments to the Resolution with
6
the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond
counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer
shall describe such amendment in the next Annual Financial Information filing, and shall
include, as applicable, a narrative explanation of the reason for the amendment or waiver and its
impact on the type (or in the case of a change of accounting principles, on the presentation) of
financial information or operating data being presented by the Issuer. In addition, if the
amendment relates to the accounting principles to be followed in preparing financial statements,
(i) notice of such change shall be given in the same manner as for a Listed Event under Section
5(c), and (ii) the Annual Financial Information filing for the year in which the change is made
will present a comparison or other discussion in narrative form (and also, if feasible, in
quantitative form) describing or illustrating the material differences between the financial
statements as prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Financial Information filing or notice of
occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate.
If the Issuer chooses to include any information in any Annual Financial Information filing or
notice of occurrence of a Listed Event in addition to that which is specifically required by this
Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such
information or include it in any future Annual Financial Information filing or notice of
occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Issuer to comply with any provision
of this Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such
actions as may be necessary and appropriate, including seeking mandate or specific performance
by court order, to cause the Issuer to comply with its obligations under this Disclosure
Certificate. Direct, indirect, consequential and punitive damages shall not be recoverable by any
person for any default hereunder and are hereby waived to the extent permitted by law. A
default under this Disclosure Certificate shall not be deemed an event of default under the
Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of
the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against any loss, expense and liabilities which it may
incur arising out of or in the exercise or performance of its powers and duties hereunder,
including the costs and expenses (including attorneys' fees) of defending against any claim of
liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
7
misconduct. The obligations of the Issuer under this Section shall survive resignation or removal
of the Dissemination Agent and payment of the Bonds.
Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial
Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Section 13. Rescission Rights. The Issuer hereby reserves the right to rescind this
Disclosure Certificate without the consent of the Holders in the event the Rule is repealed by the
S.E.C. or is ruled invalid by a federal court and the time to appeal from such decision has
expired. In the event of a partial repeal or invalidation of the Rule, the Issuer hereby reserves the
right to rescind those provisions of this Disclosure Certificate that were required by those parts
of the Rule that are so repealed or invalidated.
Date: 21st day of August, 2019.
CITY OF WAUKEE, STATE OF IOWA
By:
Mayor
ATTEST:
By:
City Clerk
EXHIBIT A-1
NOTICE TO NATIONAL REPOSITORY OF FAILURE TO FILE ANNUAL FINANCIAL
INFORMATION
Name of Issuer: City of Waukee, Iowa.
Name of Bond Issue: $__________ General Obligation Bonds, Series 2019A
Dated Date of Issue: August 21, 2019
NOTICE IS HEREBY GIVEN that the Issuer has not provided Annual Financial
Information with respect to the above-named Bonds as required by Section 3 of the Continuing
Disclosure Certificate delivered by the Issuer in connection with the Bonds. The Issuer
anticipates that the Annual Financial Information will be filed by ____________________.
Dated: __________ day of _______________, 20___.
CITY OF WAUKEE, STATE OF IOWA
By:
Its:
OFFICIAL BID FORM
To: City Council of Sale Date: July 15, 2019
City of Waukee, Iowa 10:00 A.M. Central Time
RE: $4,655,000* General Obligation Bonds, Series 2019A (the “Bonds”)
This bid is a firm offer for the purchase of the Bonds identified in the “NOTICE OF BOND SALE” and “TERMS OF OFFERING”
and on the terms set forth in this bid form, and is not subject to any conditions, except as permitted by the “NOTICE OF BOND
SALE” and “TERMS OF OFFERING”. By submitting this bid, we confirm we have an established industry reputation for
underwriting new issuance of municipal bonds.
For all or none of the Bonds, in accordance with the “NOTICE OF BOND SALE” and “TERMS OF OFFERING”, we will pay you
$____________________________ (not less than $4,608,450) plus accrued interest to date of delivery for fully registered Bonds
bearing interest rates and maturing in the stated years as follows:
Coupon Maturity Yield Coupon Maturity Yield
________ 2020 ________ ________ 2026 ________
________ 2021 ________ ________ 2027 ________
________ 2022 ________ ________ 2028 ________
________ 2023 ________ ________ 2029 ________
________ 2024 ________ ________ 2030 ________
________ 2025 ________ ________ 2031 ________
* Preliminary; subject to change. The City reserves the right to increase or decrease the aggregate principal amount of the Bonds and to
increase or decrease each scheduled maturity thereof after the determination of the successful bidder. The City may increase or decrease
each maturity in increments of $5,000 but the total amount to be issued will not exceed $5,100,000. Interest rates specified by the
successful bidder for each maturity will not change. Final adjustments shall be in the sole discretion of the City.
The dollar amount of the purchase price proposed by the successful bidder will be changed if the aggregate principal amount of the Bonds
is adjusted as described above. Any change in the principal amount of any maturity of the Bonds will be made while maintaining, as
closely as possible, the successful bidder's net compensation, calculated as a percentage of bond principal. The successful bidder may not
withdraw or modify its bid as a result of any post-bid adjustment. Any adjustment shall be conclusive, and shall be binding upon the
successful bidder.
We hereby designate that the following Bonds to be aggregated into term Bonds maturing on June 1 of the following years and in
the following amounts (leave blank if no term bond specified):
Years Aggregated Maturity Year Aggregate Amount
_______ through _______ _____________ _____________
_______ through _______ _____________ _____________
_______ through _______ _____________ _____________
In making this offer we accept all of the terms and conditions of the “NOTICE OF BOND SALE” and “TERMS OF OFFERING”
published in the Preliminary Official Statement dated July 1, 2019 and represent we are a bidder with established industry reputation
for underwriting new issuances of municipal bonds. In the event of failure to deliver these Bonds in accordance with the “NOTICE
OF BOND SALE” and “TERMS OF OFFERING”, as printed in the Preliminary Official Statement and made a part hereof, we
reserve the right to withdraw our offer. All blank spaces of this offer are intentional and are not to be construed as an omission.
Not as a part of our offer, the above quoted prices being controlling, but only as an aid for the verification of the offer, we have
made the following computations:
NET INTEREST COST: $_________________________
TRUE INTEREST COST: _________________________% (Dated date August 21, 2019)
Account Manager: ___________________________________ By: ___________________________________
Account Members: ___________________________________________________________________________
The foregoing offer is hereby accepted by and on behalf of the City Council of the City of Waukee, Iowa this 15th day of July, 2019.
Attest: _________________________________ By: ________________________________________
Title: __________________________________ Title: _______________________________________