HomeMy WebLinkAbout2019-08-05-J01P Water Revenue Bonds Series 2019B_Authorize Issuance, Approve TEC and CDCAGENDA ITEM: J1P
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: August 5, 2019
AGENDA ITEM:Consideration of approval of a resolution authorizing and providing for
the issuance of Bonds and providing for a method of payment of the
Bonds, which includes approval of Tax Exemption Certificate, and
Continuing Disclosure Certificate [$2,040,000 Water Revenue Bonds,
Series 2019B]
FORMAT:Consent Agenda
SYNOPSIS INCLUDING PRO & CON:
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$2,040,000
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: City Bond Counsel has provided the proceedings.
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
PREPARED BY:Becky Schuett
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
RESOLUTION 19-
A RESOLUTION AUTHORIZING AND PROVIDING
FOR THE ISSUANCE AND SECURING THE
PAYMENT OF $2,040,000 WATER REVENUE BONDS,
SERIES 2019B, OF THE CITY OF WAUKEE, STATE
OF IOWA, UNDER THE PROVISIONS OF THE CODE
OF IOWA, AND PROVIDING FOR A METHOD OF
PAYMENT OF THE BONDS, WHICH INCLUDES
APPROVAL OF TAX EXEMPTION CERTIFICATE,
AND CONTINUING DISCLOSURE CERTIFICATE
WHEREAS, the City Council of the City of Waukee, State of Iowa, sometimes
hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals for
services which are and will continue to be collected as system revenues of the Waukee Water
Utility, sometimes hereinafter referred to as the "System", and the Net Revenues are available for
the payment of Water Revenue Bonds, Series 2019B, subject to the following premises; and
WHEREAS, Issuer proposes to issue its Water Revenue Bonds, Series 2019B, to the
extent of $2,040,000, for the purpose of defraying the costs of the project as set forth in Section 3
of this Resolution; and
WHEREAS, there have been heretofore issued certain Water Revenue Bonds, Notes or
other obligations, part of which remain outstanding and are a lien on the Net Revenues of the
System (defined herein as the "Outstanding Obligations"); and
WHEREAS, in the Prior Bond Resolutions authorizing the issuance of the Outstanding
Obligations it is provided that Additional Obligations may be issued on a parity with the
Outstanding Obligations, for the costs of future improvements and extensions to the System or
refunding outstanding obligations, provided that there has been procured and placed on file with
the Clerk, a statement complying with the conditions and limitations therein imposed upon the
issuance of Parity Obligations; and
WHEREAS, a statement of PFM Financial Advisors LLC, an independent municipal
advisor not in the regular employ of Issuer, has been placed on file in the office of the Clerk,
showing the conditions and limitations of the Prior Bond Resolutions, with regard to the
sufficiency of the Net Revenues of the System to permit the issuance of Additional Obligations
ranking on a parity with the Outstanding Obligations to have been met and satisfied as required;
and
WHEREAS, the notice of intention of Issuer to take action for the issuance of not to
exceed $2,200,000 Water Revenue Bonds, has heretofore been duly published and no objections
to such proposed action have been filed; and the Issuer desires to proceed with the issuance of
said Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WAUKEE, IN THE COUNTY OF DALLAS, STATE OF IOWA:
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
• "Additional Obligations" shall mean any water revenue notes or bonds issued on a
parity with the Bonds in accordance with the provisions of this Resolution.
• "Authorized Denominations" shall mean $5,000 or any integral multiple thereof.
• "Beneficial Owner" shall mean the person in whose name such Bond is recorded
as the beneficial owner of a Bond by a Participant on the records of such Participant or
such person's subrogee.
• "Bonds" shall mean $2,040,000 Water Revenue Bonds, Series 2019B, authorized
to be issued by this Resolution.
• "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor
nominee of DTC with respect to the Bonds.
• "Clerk" shall mean the City Clerk, or such other officer of the successor
Governing Body as shall be charged with substantially the same duties and
responsibilities.
• "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure
Certificate executed by the Issuer and dated the date of issuance and delivery of the
Bonds, as originally executed and as it may be amended from time to time in accordance
with the terms thereof.
• "Depository Bonds" shall mean the Bonds as issued in the form of one global
certificate for each maturity, registered in the Registration Books maintained by the
Registrar in the name of DTC or its nominee.
• "DTC" shall mean The Depository Trust Company, New York, New York, a
limited purpose trust company, or any successor book-entry securities depository
appointed for the Bonds.
• "Fiscal Year" shall mean the twelve-month period beginning on July 1 of each
year and ending on the last day of June of the following year, or any other consecutive
twelve-month period adopted by the Governing Body or by law as the official accounting
period of the System. Requirements of a Fiscal Year as expressed in this Resolution shall
exclude any payment of principal or interest falling due on the first day of the Fiscal Year
and include any payment of principal or interest falling due on the first day of the
succeeding Fiscal Year, except to the extent of any conflict with the terms of the
Outstanding Obligations while the same remain outstanding.
• "Governing Body" shall mean the City Council of the City, or its successor in
function with respect to the operation and control of the System.
• "Independent Auditor" shall mean an independent firm of Certified Public
Accountants or the Auditor of State.
• "Issuer" and "City" shall mean the City of Waukee, State of Iowa.
• "Net Revenues" shall mean gross earnings of the System after deduction of
current expenses; "Current Expenses" shall mean and include the reasonable and
necessary cost of operating, maintaining, repairing and insuring the System, including
purchases at wholesale, if any, salaries, wages, and costs of materials and supplies but
excluding depreciation and principal of and interest on the Bonds and any Parity
Obligations or payments to the various funds established herein; capital costs,
depreciation and interest or principal payments are not System expenses.
• "Original Purchaser" shall mean the purchaser of the Bonds from Issuer at the
time of their original issuance.
• "Outstanding Obligations" shall mean the Water Revenue Capital Loan Notes,
Taxable Series 2012C dated September 5, 2012, Water Revenue Bonds, Series 2015B
dated July 21, 2015, and Water Revenue Bonds, Series 2018B dated June 19, 2018 issued
in accordance with the Prior Note Resolution. $6,210,000 of which obligations are still
outstanding and unpaid and remain a lien on the Net Revenues of the System as of
closing on the Bonds.
• "Parity Obligations" shall mean water revenue notes, bonds or other obligations
payable solely from the Net Revenues of the System on an equal basis with the Bonds
herein authorized to be issued, and shall include Additional Obligations as authorized to
be issued under the terms of this Resolution and the Outstanding Obligations.
• "Participants" shall mean those broker-dealers, banks and other financial
institutions for which DTC holds Bonds as securities depository.
• "Paying Agent" shall mean UMB Bank, n.a., or such successor as may be
approved by Issuer as provided herein and who shall carry out the duties prescribed
herein as Issuer's agent to provide for the payment of principal of and interest on the
Bonds as the same shall become due.
• "Permitted Investments" shall mean any investments permitted in Iowa Code
chapter 12B or section 12C.9. All interim investments must mature before the date on
which the moneys are required for payment of principal and interest on the Bonds or
project costs.
• "Prior Bond Resolution" shall mean resolutions adopted on August 20, 2012, July
6, 2015 and June 4, 2018, authorizing the Outstanding Obligations.
• "Project Fund" shall mean the fund required to be established by this Resolution
for the deposit of the proceeds of the Bonds.
• "Registrar" shall mean UMB Bank, n.a. of West Des Moines, Iowa, or such
successor as may be approved by Issuer as provided herein and who shall carry out the
duties prescribed herein with respect to maintaining a register of the owners of the Bonds.
Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Bonds.
• "Representation Letter" shall mean the Blanket Issuer Letter of Representations
executed and delivered by the Issuer to DTC on file with DTC.
• "Reserve Fund Requirement" shall mean an amount equal to the lesser of (a) the
maximum annual amount of the principal and interest coming due on the Bonds and
Parity Obligations requiring a reserve; (b) 10 % of the stated principal amount of the
Bonds and Parity Obligations requiring a reserve or (c) 125% of the average annual
principal and interest coming due on the Bonds and Parity Obligations requiring a
reserve. For purposes of this definition: (1) "issue price" shall be substituted for "stated
principal amount" for issues with original issue discount or original issue premium of
more than a de minimus amount and (2) stated principal amount shall not include any
portion of an issue refunded or advance refunded by a subsequent issue.
• "Resolution" shall mean this resolution authorizing the issuance of the Bonds.
• "System" shall mean the Waukee Water Utility of the Issuer and all properties of
every nature hereinafter owned by the Issuer comprising part of or used as a part of the
System, including all improvements and extensions made by Issuer while any of the
Bonds or Parity Obligations remain outstanding; all real and personal property; and all
appurtenances, contracts, leases, franchises and other intangibles.
• "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed
by the Treasurer and delivered at the time of issuance and delivery of the Bonds.
• "Treasurer" shall mean the Director of Finance or such other officer as shall
succeed to the same duties and responsibilities with respect to the recording and payment
of the Bonds issued hereunder.
• "Yield Restricted" shall mean required to be invested at a yield that is not
materially higher than the yield on the Bonds under section 148 (a) of the Internal
Revenue Code or regulations issued thereunder.
Section 2. Authority. The Bonds authorized by this Resolution shall be issued pursuant
to Section 384.83, of the Code of Iowa, and in compliance with all applicable provisions of the
Constitution and laws of the State of Iowa.
Section 3. Authorization and Purpose. There are hereby authorized to be issued,
negotiable, serial, fully registered Water Revenue Bonds of the City of Waukee, in the County of
Dallas, State of Iowa, in the aggregate amount of $2,040,000, for the purpose of paying costs of
extension and improvements to the Municipal Water Utility, including the NW Water Main
Extension project (phase II).
Section 4. Source of Payment. The Bonds herein authorized and Parity Obligations and
the interest thereon shall be payable solely and only out of the Net Revenues of the System and
shall be a first lien on the future Net Revenues of the System. The Bonds shall not be general
obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall
be in no manner liable by reason of the failure of the Net Revenues to be sufficient for the
payment of the Bonds.
Section 5. Bond Details. Water Revenue Bonds, Series 2019B, of the City in the amount
of $2,040,000, shall be issued pursuant to the provisions of Section 384.82 of the Code of Iowa
for the aforesaid purpose. The Bonds shall be designated "$2,040,000 WATER REVENUE
BONDS, SERIES 2019B", be dated August 21, 2019, and bear interest from the date thereof,
until payment thereof, at the office of the Paying Agent, such interest payable on December 1,
2019, and semiannually thereafter on the 1st day of June and December in each year until
maturity at the rates hereinafter provided.
The Bonds shall be executed by the manual or facsimile signature of the Mayor and
attested by the manual or facsimile signature of the City Clerk, and impressed or printed with the
seal of the City and shall be fully registered as to both principal and interest as provided in this
Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying
Agent by mailing of a check to the registered owner of the Bond. The Bonds shall be in the
denomination of $5,000 or multiples thereof. The Bonds shall mature and bear interest as
follows:
Principal
Amount
Interest
Rate
Maturity
June 1st
$100,000 5.000% 2020
$100,000 5.000% 2021
$110,000 5.000% 2022
$115,000 5.000% 2023
$120,000 5.000% 2024
$125,000 5.000% 2025
$130,000 5.000% 2026
$135,000 5.000% 2027
$140,000 3.000% 2028
$295,000 3.000% 2030*
$320,000 3.000% 2032*
$350,000 3.000% 2034*
*Term Bonds
Section 6. Redemption.
(a)Optional Redemption. Bonds maturing after June 1, 2027, may be called for
optional redemption by the Issuer on that date or any date thereafter, from any funds regardless
of source, in whole or from time to time in part, in any order of maturity and within an annual
maturity by lot. The terms of redemption shall be par, plus accrued interest to date of call.
Thirty days' written notice of redemption shall be given to the registered owner of the Bond.
Failure to give written notice to any registered owner of the Bonds or any defect therein shall not
affect the validity of any proceedings for the redemption of the Bonds. All Bonds or portions
thereof called for redemption will cease to bear interest after the specified redemption date,
provided funds for their redemption are on deposit at the place of payment. Written notice will
be deemed completed upon transmission to the owner of record.
If selection by lot within a maturity is required, the Registrar shall designate the Bonds to be
redeemed by random selection of the names of the registered owners of the entire annual
maturity until the total amount of Bonds to be called has been reached.
If less than all of a maturity is called for redemption, the Issuer will notify DTC of the particular
amount of such maturity to be redeemed prior to maturity. DTC will determine by lot the
amount of each Participant's interest in such maturity to be redeemed and each Participant will
then select by lot the beneficial ownership interests in such maturity to be redeemed. All
prepayments shall be at a price of par plus accrued interest.
(b)Mandatory Payment and Redemption of Term Bonds. All Term Bonds are
subject to mandatory redemption prior to maturity at a price equal to 100% of the portion of the
principal amount thereof to be redeemed plus accrued interest at the redemption date on June 1st
of each of the years in the principal amount set opposite each year in the following schedule:
Term Bond #1
Principal
Amount
Interest
Rate
Maturity
June 1st
$145,000 3.000% 2029
$150,000 3.000% 2030*
*Final Maturity
Term Bond #2
Principal
Amount
Interest
Rate
Maturity
June 1st
$155,000 3.000% 2031
$165,000 3.000% 2032*
*Final Maturity
Term Bond #3
Principal
Amount
Interest
Rate
Maturity
June 1st
$170,000 3.000% 2033
$180,000 3.000% 2034*
*Final Maturity
The principal amount of Term Bonds may be reduced through the earlier optional
redemption, with any partial optional redemption of the Term Bonds credited against future
mandatory redemption requirements for such Term Bonds in such order as the City shall
determine.
Section 7. Issuance of Bonds in Book-Entry Form; Replacement Bonds.
(a) Notwithstanding the other provisions of this Resolution regarding registration,
ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit
the exchange of Depository Bonds for Bonds in the Authorized Denominations, the Bonds shall
be issued as Depository Bonds in denominations of the entire principal amount of each maturity
of Bonds (or, if a portion of the principal amount is prepaid, the principal amount less the
prepaid amount); and such Depository Bonds shall be registered in the name of Cede & Co., as
nominee of DTC. Payment of semi-annual interest for any Depository Bond shall be made by
wire transfer or New York Clearing House or equivalent next day funds to the account of Cede
& Co. on the interest payment date for the Bonds at the address indicated in or pursuant to the
Representation Letter.
(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent shall
have any responsibility or obligation to any Participant or to any Beneficial Owner. Without
limiting the immediately preceding sentence, neither the Issuer nor the Paying Agent shall have
any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its
nominee or of any Participant with respect to any ownership interest in the Bonds, (ii) the
delivery to any Participant, any Beneficial Owner or any other person, other than DTC or its
nominee, of any notice with respect to the Bonds, (iii) the payment to any Participant, any
Beneficial Owner or any other person, other than DTC or its nominee, of any amount with
respect to the principal of, premium, if any, or interest on the Bonds, or (iv) the failure of DTC to
provide any information or notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC or its
nominee to be, the absolute owner of each Bond for the purpose of payment of the principal of,
premium, if any, and interest on such Bond, for the purpose of all other matters with respect to
such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other
purposes whatsoever (except for the giving of certain Bondholder consents, in accordance with
the practices and procedures of DTC as may be applicable thereto). The Paying Agent shall pay
all principal of, premium, if any, and interest on the Bonds only to or upon the order of the
Bondholders as shown on the Registration Books, and all such payments shall be valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of,
premium, if any, and interest on the Bonds to the extent so paid. Notwithstanding the provisions
of this Resolution to the contrary (including without limitation those provisions relating to the
surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as long as
the Bonds are Depository Bonds, full effect shall be given to the Representation Letter and the
procedures and practices of DTC thereunder, and the Paying Agent shall comply therewith.
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out its
functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC that the
Bonds are no longer eligible for its depository services or (iii) a determination by the Paying
Agent that DTC has resigned or discontinued its services for the Bonds, if such substitution is
authorized by law, the Issuer shall (A) designate a satisfactory substitute depository as set forth
below or, if a satisfactory substitute is not found, (B) provide for the exchange of Depository
Bonds for replacement Bonds in Authorized Denominations.
(d) To the extent authorized by law, if the Issuer determines to provide for the
exchange of Depository Bonds for Bonds in Authorized Denominations, the Issuer shall so notify
the Paying Agent and shall provide the Registrar with a supply of executed unauthenticated
Bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and
provide for such exchange, and to the extent that the Beneficial Owners are designated as the
transferee by the owners, the Bonds will be delivered in appropriate form, content and
Authorized Denominations to the Beneficial Owners, as their interests appear.
(e) Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The
substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii)
registration and transfer of interests in Depository Bonds by book entries made on records of the
depository or its nominee and (iii) payment of principal of, premium, if any, and interest on the
Bonds in accordance with and as such interests may appear with respect to such book entries.
Section 8. Registration of Bonds; Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
(a) Registration. The ownership of Bonds may be transferred only by the making of
an entry upon the books kept for the registration and transfer of ownership of the Bonds,
and in no other way. Bankers Trust Company is hereby appointed as Bond Registrar
under the terms of this Resolution and under the provisions of a separate agreement with
the Issuer filed herewith which is made a part hereof by this reference. Registrar shall
maintain the books of the Issuer for the registration of ownership of the Bonds for the
payment of principal of and interest on the Bonds as provided in this Resolution. All
Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code
subject to the provisions for registration and transfer contained in the Bonds and in this
Resolution.
(b) Transfer. The ownership of any Bond may be transferred only upon the
Registration Books kept for the registration and transfer of Bonds and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory
to the Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
multiple individuals, of all such transferees). In the event that the address of the
registered owner of a Bond (other than a registered owner which is the nominee of the
broker or dealer in question) is that of a broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of any such Bond, a new fully registered Bond, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
unmatured and unredeemed principal amount of such transferred fully registered Bond,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c) Registration of Transferred Bonds. In all cases of the transfer of the Bonds, the
Registrar shall register, at the earliest practicable time, on the Registration Books, the
Bonds, in accordance with the provisions of this Resolution.
(d) Ownership. As to any Bond, the person in whose name the ownership of the
same shall be registered on the Registration Books of the Registrar shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of
the principal of any such Bonds and the premium, if any, and interest thereon shall be
made only to or upon the order of the registered owner thereof or his legal representative.
All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Bond, including the interest thereon, to the extent of the sum or sums so paid.
(e) Cancellation. All Bonds which have been redeemed shall not be reissued but
shall be cancelled by the Registrar. All Bonds which are cancelled by the Registrar shall
be destroyed and a Certificate of the destruction thereof shall be furnished promptly to
the Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the
cancelled Bonds to the Issuer.
(f) Non-Presentment of Bonds. In the event any payment check representing
payment of principal of or interest on the Bonds is returned to the Paying Agent or if any
Bond is not presented for payment of principal at the maturity or redemption date, if
funds sufficient to pay such principal of or interest on Bonds shall have been made
available to the Paying Agent for the benefit of the owner thereof, all liability of the
Issuer to the owner thereof for such interest or payment of such Bonds shall forthwith
cease, terminate and be completely discharged, and thereupon it shall be the duty of the
Paying Agent to hold such funds, without liability for interest thereon, for the benefit of
the owner of such Bonds who shall thereafter be restricted exclusively to such funds for
any claim of whatever nature on his part under this Resolution or on, or with respect to,
such interest or Bonds. The Paying Agent's obligation to hold such funds shall continue
for a period equal to two years and six months following the date on which such interest
or principal became due, whether at maturity, or at the date fixed for redemption thereof,
or otherwise, at which time the Paying Agent, shall surrender any remaining funds so
held to the Issuer, whereupon any claim under this Resolution by the Owners of such
interest or Bonds of whatever nature shall be made upon the Issuer.
(g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the
Issuer's expense, one Bond for each annual maturity. The Registrar shall furnish
additional Bonds in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any
outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the
request of Registrar authenticate and deliver a new Bond of like tenor and amount as the Bond so
mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond to
Registrar, upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond
destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and
Issuer that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and
upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such
other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as
the Issuer may incur in connection therewith.
Section 10. Record Date. Payments of principal and interest, otherwise than upon full
redemption, made in respect of any Bonds, shall be made to the registered holder thereof or to
their designated Agent as the same appear on the books of the Registrar on the 15th day of the
month preceding the payment date. All such payments shall fully discharge the obligations of
the Issuer in respect of such Bonds to the extent of the payments so made. Payment of principal
shall only be made upon surrender of the Bonds to the Paying Agent.
Section 11. Execution, Authentication and Delivery of the Bonds. Upon the adoption of
this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to the Registrar, who
shall authenticate the Bonds and deliver the same to or upon order of the Original Purchaser. No
Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit
hereunder unless the Registrar shall duly endorse and execute on such Bond a Certificate of
Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon
any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so
authenticated has been duly issued under this Resolution and that the holder thereof is entitled to
the benefits of this Resolution.
Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the
right to name a substitute, successor Registrar or Paying Agent upon giving prompt written
notice to each registered Bondholder.
Section 13. Form of Bond. Bond shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as follows:
"STATE OF IOWA"
"COUNTY OF DALLAS"
"CITY OF WAUKEE"
"WATER REVENUE BOND"
"SERIES 2019B"
Rate: _______________%
Maturity: _______________
Bond Date: August 21, 2019
CUSIP No.: _______________
"Registered"
Bond No. _______________
Principal Amount: $_______________
The City of Waukee, State of Iowa, a municipal corporation organized and existing under
and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received,
promises to pay from the source and as hereinafter provided, on the maturity date indicated
above, to
(Registration panel to be completed by Registrar or Printer with name of Registered
Owner).
or registered assigns, the principal sum of __________________________________
THOUSAND DOLLARS in lawful money of the United States of America, on the maturity date
shown above, only upon presentation and surrender hereof at the office of Bankers Trust
Company, Paying Agent of this issue, or its successor, with interest on such sum from the date
hereof until paid at the rate per annum specified above, payable on December 1, 2019, and
semiannually thereafter on the 1st day of June and December in each year.
Interest and principal shall be paid to the registered holder of the 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. Interest shall be computed on the basis of a 360-day year of twelve 30-
day months.
This Bond is issued pursuant to the provisions of Section 384.82 of the Code of Iowa, as
amended, for the purpose of paying costs of extension and improvements to the Municipal Water
Utility, including the NW Water Main Extension project (phase II), in conformity to a Resolution
of the Council of the City duly passed and approved.
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a limited purpose trust company ("DTC"), to the Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other Issuer as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Bonds maturing after June 1, 2027, may be called for optional redemption by the Issuer
and paid before maturity on such date or any date thereafter, from any funds regardless of source,
in whole or from time to time in part, in any order of maturity and within an annual maturity by
lot. The terms of redemption shall be par, plus accrued interest to date of call.
Thirty days' written notice of redemption shall be given to the registered owner of the
Bond. Failure to give written notice to any registered owner of the Bonds or any defect therein
shall not affect the validity of any proceedings for the redemption of the Bonds. All bonds or
portions thereof called for redemption will cease to bear interest after the specified redemption
date, provided funds for their redemption are on deposit at the place of payment. Written notice
will be deemed completed upon transmission to the owner of record.
If less than all of a maturity is called for redemption, the Issuer will notify DTC of the
particular amount of such maturity to be redeemed prior to maturity. DTC will determine by lot
the amount of each Participant's interest in such maturity to be redeemed and each Participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed. All
prepayments shall be at a price of par plus accrued interest.
The Bonds maturing on June 1, 2030 are subject to mandatory redemption prior to
maturity by application of money on deposit in the Bond Fund and shall bear interest at 3.000%
per annum at a price of the portion of the principal amount thereof to be redeemed plus accrued
interest at the redemption date on June 1st of each of the years in the principal amount set
opposite each year in the following schedule:
Principal
Amount
Maturity
June 1st
$145,000 2029
$150,000 2030*
*Final Maturity
The Bonds maturing on June 1, 2032 are subject to mandatory redemption prior to
maturity by application of money on deposit in the Bond Fund and shall bear interest at 3.000%
per annum at a price of the portion of the principal amount thereof to be redeemed plus accrued
interest at the redemption date on June 1st of each of the years in the principal amount set
opposite each year in the following schedule:
Principal
Amount
Maturity
June 1st
$155,000 2031
$165,000 2032*
*Final Maturity
The Bonds maturing on June 1, 2034 are subject to mandatory redemption prior to
maturity by application of money on deposit in the Bond Fund and shall bear interest at 3.000%
per annum at a price of the portion of the principal amount thereof to be redeemed plus accrued
interest at the redemption date on June 1st of each of the years in the principal amount set
opposite each year in the following schedule:
Principal
Amount
Maturity
June 1st
$170,000 2033
$180,000 2034*
*Final Maturity
The principal amount of Term Bonds may be reduced through the earlier optional
redemption, with any partial optional redemption of the Term Bonds credited against future
mandatory redemption requirements for such Term Bonds in such order as the City shall
determine.
Ownership of this Bond may be transferred only by transfer upon the books kept for such
purpose by UMB Bank, n.a., the Registrar. Such transfer on the books shall occur only upon
presentation and surrender of this Bond at the office of the Registrar as designated below,
together with an assignment duly executed by the owner hereof or his duly authorized attorney in
the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the
Registrar and Paying Agent but shall, however, promptly give notice to registered Bondholders
of such change. All Bonds shall be negotiable as provided in Article 8 of the Uniform
Commercial Code and Section 384.83(5) of the Code of Iowa, subject to the provisions for
registration and transfer contained in the Bond Resolution.
This Bond and the series of which it forms a part, other obligations ranking on a parity
therewith, and any Additional Obligations which may be hereafter issued and outstanding from
time to time on a parity with the Bonds, as provided in the Bond Resolution of which notice is
hereby given and which are hereby made a part hereof, are payable from and secured by a pledge
of the Net Revenues of the Waukee Water Utility (the "System"), as defined and provided in the
Resolution. There has heretofore been established and the City covenants and agrees that it will
maintain just and equitable rates or charges for the use of and service rendered by the System in
each year for the payment of the proper and reasonable expenses of operation and maintenance
of the System and for the establishment of a sufficient sinking fund to meet the principal of and
interest on this series of Bonds, and other Obligations ranking on a parity therewith, as the same
become due. This Bond is not payable in any manner by taxation and under no circumstances
shall the City be in any manner liable by reason of the failure of the Net Revenues to be
sufficient for the payment hereof.
And it is hereby represented and certified that all acts, conditions and things requisite,
according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to
be performed precedent to the lawful issue of this Bond, have been existent, had, done and
performed as required by law.
IN TESTIMONY WHEREOF, the City by its City Council has caused this Bond to be
signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its Clerk, with the seal of the City printed or impressed hereon, and authenticated by
the manual signature of an authorized representative of the Registrar, UMB Bank, n.a., West Des
Moines, Iowa.
Date of Authentication:
This is one of the Bonds described in the within mentioned
Resolution, as registered by UMB Bank, n.a.
UMB BANK, N.A., Registrar
By: ______________________________________________
Authorized Signature
Registrar and Transfer Agent: UMB Bank, n.a.
Paying Agent: UMB Bank, n.a.
SEE REVERSE FOR CERTAIN DEFINITIONS
(Seal)
(Signature Block)
CITY OF WAUKEE, STATE OF IOWA
By:(manual or facsimile signature)
Mayor
ATTEST:
By:(manual or facsimile signature)
City Clerk
(Assignment Block)
(Information Required for Registration)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
_________________________ (Social Security or Tax Identification No. _______________) the
within Bond and does hereby irrevocably constitute and appoint _________________________
attorney in fact to transfer the said Bond on the books kept for registration of the within Bond,
with full power of substitution in the premises.
Dated this __________ day of _______________, 20__.
(Person(s) executing this Assignment sign(s)
here)
SIGNATURE )
GUARANTEED )
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon
the face of the Certificate(s) or Bond(s) in every particular without alteration or
enlargement or any change whatever. Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a
recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual* Corporation
Partnership Trust
* If the Bond is to be registered in the names of multiple individual owners, the names of
all such owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - .......... Custodian ..........
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act...................
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE ABOVE LIST
Section 14. Equality of Lien. The timely payment of principal of and interest on the
Bonds and Parity Obligations shall be secured equally and ratably by the Net Revenues of the
System without priority by reason of number or time of sale or delivery; and the Net Revenues of
the System are hereby irrevocably pledged to the timely payment of both principal and interest as
the same become due.
Section 15. Application of Bond Proceeds – Project Fund. Proceeds of the Bonds shall
be applied as follows:
An amount equal to accrued interest shall be deposited in the Sinking Fund for
application to the first payment of interest on the Bonds.
An amount sufficient to meet the Reserve Fund Requirement shall be deposited in
the Reserve Fund.
An amount sufficient to pay costs of issuing the Bonds will be used within six
months of the Closing Date to pay the costs of issuance of the Bonds.
The balance of the proceeds shall be deposited to the Project Fund and expended
therefrom for the purposes of issuance.
The Project Fund shall be invested in accordance with Section 19 of this Resolution.
Earnings on investments of the Project Fund shall be deposited in and expended from the Project
Fund. Any amounts on hand in the Project Fund shall be available for the payment of the
principal of or interest on the Bonds at any time that other funds of the System shall be
insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the
earliest opportunity. Any balance on hand in the Project Fund and not immediately required for
its purposes may be invested not inconsistent with limitations provided by law, the Internal
Revenue Code and this Resolution.
Section 16. User Rates. There has heretofore been established and published as required
by law, just and equitable rates or charges for the use of the service rendered by the System. The
rates or charges shall be paid by the owner of each and every lot, parcel of real estate, or building
that is connected with and uses the System, by or through any part of the System or that in any
way uses or is served by the System. So long as the Bonds are outstanding and unpaid the rates
or charges to consumers of services of the System shall be sufficient in each year for the
payment of the proper and reasonable expenses of operation and maintenance of the System and
for the payment of principal and interest on the Bonds and Parity Obligations and obligations as
the same fall due, and to provide for the creation of reserves as hereinafter provided.
Any revenues paid and collected for the use of the System and its services by the Issuer
or any department, agency or instrumentality of the Issuer shall be used and accounted for in the
same manner as any other revenues derived from the operations of the System.
Section 17. Application of Revenues. The provisions in the Prior Bond Resolution
whereby there was created and is to be maintained a Water Revenue Bond Principal and Interest
Sinking Fund (the "Sinking Fund"), and for the monthly payment into said fund from the future
Net Revenues of the System such portion thereof as will be sufficient to meet the principal and
interest of the Outstanding Obligations, and maintaining a reserve therefor, are hereby ratified
and confirmed, and all such provisions inure to and constitute the security for the payment of the
principal and interest on Bonds hereby authorized to be issued; provided, however, that the
amounts to be set aside and paid into the Sinking Fund in equal monthly installments from the
earnings shall be sufficient to pay the principal and interest due each year, not only on the
Outstanding Obligations, but also the principal and interest of the Bonds herein authorized to be
issued and to maintain a reserve for the Outstanding Obligations. Except as may be otherwise
provided in the above Prior Bond Resolution, proceeds of the Bonds or other funds may be
invested in Permitted Investments.
Nothing in this Resolution shall be construed to impair the rights vested in the
Outstanding Obligations. The amounts herein required to be paid into the various funds named
in this Section shall be inclusive of payments required in respect to the Outstanding
Obligations. The provisions of the legislation authorizing the Outstanding Obligations and the
provisions of this Resolution are to be construed wherever possible so that the same will not be
in conflict. In the event such construction is not possible, the provisions of the resolution first
adopted shall prevail until such time as the notes or bonds authorized by said resolution have
been paid in full or otherwise satisfied as therein provided at which time the provisions of this
Resolution shall again prevail.
At such time as the Outstanding Obligations are paid and so long as the Bonds or Parity
Obligations remain outstanding and unpaid the same are discharged and satisfied in the manner
provided in this Resolution, the entire income and revenues of the system shall be deposited and
collected in a fund to be known as the Revenue Fund, and shall be disbursed only as follows:
(a) Operation and Maintenance Fund. Money in the Revenue Fund shall first
be disbursed to make deposits into a separate and special fund to pay current expenses.
The fund shall be known as the Water Revenue Operation and Maintenance Fund (the
"Operation and Maintenance Fund"). There shall be deposited in the Operation and
Maintenance Fund each month an amount sufficient to meet the current expenses of the
month plus an amount equal to 1/12th of expenses payable on an annual basis such as
insurance. After the first day of the month, further deposits may be made to this account
from the Revenue Fund to the extent necessary to pay current expenses accrued and
payable to the extent that funds are not available in the Surplus Fund.
(b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to
make deposits into a separate and special fund to pay the principal and interest
requirements of the Fiscal Year on the Bonds and Parity Obligations. The fund shall be
known as the Water Revenue Bond and Interest Sinking Fund (the "Sinking Fund"). The
required amount to be deposited in the Sinking Fund in any month shall be the equal
monthly amount necessary to pay in full the installment of interest coming due on the
next interest payment date on the then outstanding Bonds and Parity Obligations, plus the
equal monthly amount necessary to pay in full the installment of principal coming due on
such Bonds on the next succeeding principal payment date until the full amount of such
installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds
the required amount, the excess shall forthwith be withdrawn and paid into the Revenue
Fund. Money in the Sinking Fund shall be used solely for the purpose of paying principal
of and interest on the Bonds and Parity Obligations as the same shall become due and
payable.
(c) Reserve Fund. Money in the Revenue Fund shall be disbursed to maintain
a debt service reserve in an amount equal to the Reserve Fund Requirement. Such fund
shall be known as the Water Revenue Debt Service Reserve Fund (the "Reserve Fund").
In each month there shall be deposited in the Reserve Fund an amount equal to 25 percent
of the amount required by this Resolution to be deposited in such month in the Sinking
Fund; provided, however, that when the amount on deposit in the Reserve Fund shall be
not less than the Reserve Fund Requirement, no further deposits shall be made into the
Reserve Fund except to maintain such level, and when the amount on deposit in the
Reserve Fund is greater than the balance required above, such additional amounts shall be
withdrawn and paid into the Revenue Fund. Money in the Reserve Fund shall be used
solely for the purpose of paying principal at maturity of or interest on the Bonds and
Parity Obligations for the payment of which insufficient money shall be available in the
Sinking Fund. Whenever it shall become necessary to so use money in the Reserve Fund,
the payments required above shall be continued or resumed until it shall have been
restored to the required minimum amount. After delivery of the Bonds, the Reserve Fund
Requirement for the Bonds and Parity Obligations requiring a reserve will be $710,390,
which shall be funded from existing reserve funds of $613,555 and $96,835 from
proceeds of the Bonds.
(d) Subordinate Obligations. Money in the Revenue Fund may next be used
to pay principal of and interest on (including reasonable reserves therefor) any other
obligations which by their terms shall be payable from the revenues of the System, but
subordinate to the Bonds and Parity Obligations, and which have been issued for the
purposes of extensions and improvements to the System or to retire the Bonds or Parity
Obligations in advance of maturity, or to pay for extraordinary repairs or replacements to
the System.
(e) Surplus Revenue. All money thereafter remaining in the Revenue Fund at
the close of each month may be deposited in any of the funds created by this Resolution,
to pay for extraordinary repairs or replacements to the System, or may be used to pay or
redeem the Bonds or Parity Obligations, any of them, or for any lawful purpose.
Money in the Revenue Fund shall be allotted and paid into the various funds and
accounts hereinbefore referred to in the order in which the funds are listed, on a cumulative basis
on the l0th day of each month, or on the next succeeding business day when the l0th shall not be
a business day; and if in any month the money in the Revenue Fund shall be insufficient to
deposit or transfer the required amount in any of the funds or accounts, the deficiency shall be
made up in the following month or months after payments into all funds and accounts enjoying a
prior claim to the revenues shall have been met in full. The provisions of this Section shall not
be construed to require the Issuer to maintain separate bank accounts for the funds created by this
Section; except the Sinking Fund and the Reserve Fund shall be maintained in a separate account
but may be invested in conjunction with other funds of the City but designated as a trust fund on
the books and records of the City.
Section 18. Outstanding Obligations. Nothing in this Resolution shall be construed to
impair the rights vested in the Outstanding Obligations. The amounts herein required to be paid
into the various funds named in this Resolution shall be inclusive of payments required in respect
to the Outstanding Obligations. The provisions of the Prior Bond Resolution and the provisions
of this Resolution are to be construed wherever possible so that the same will not be in conflict.
In the event such construction is not possible, the provisions of the resolution first adopted shall
prevail until such time as the Bonds authorized by the resolution have been paid in full or
otherwise satisfied as therein provided at which time the provisions of this Resolution shall again
prevail.
Section 19. Investments. All of the funds provided by this Resolution may be invested
only in Permitted Investments or deposited in financial institutions which are members of the
Federal Deposit Insurance Corporation or its equivalent successor, and the deposits in which are
insured thereby and all such deposits exceeding the maximum amount insured from time to time
by FDIC or its equivalent successor in any one financial institution shall be continuously secured
in compliance with Chapter 12C of the Code of Iowa, 2019, as amended, or otherwise by a valid
pledge of direct obligations of the United States Government having an equivalent market value.
All such interim investments shall mature before the date on which the moneys are required for
the purposes for which the fund was created or otherwise as herein provided but in no event
maturing in more than three years in the case of the Reserve Fund.
All income derived from such investments shall be deposited in the Revenue Fund and
shall be regarded as revenues of the System. Investments shall at any time necessary be
liquidated and the proceeds thereof applied to the purpose for which the respective fund was
created.
Section 20. Covenants Regarding the Operation of the System. The Issuer hereby
covenants and agrees with each and every holder of the Bonds and Parity Obligations:
(a) Maintenance and Efficiency. The Issuer will maintain the System in good
condition and operate it in an efficient manner and at reasonable cost.
(b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the
Governing Body will adopt or continue in effect rates for all services rendered by the
System determined to be sufficient to produce Net Revenues for the next succeeding
Fiscal Year adequate to pay principal and interest requirements and create reserves as
provided in this Resolution but not less than 125 percent of the principal and interest
requirements of the Fiscal Year. No free use of the System by the Issuer or any
department, agency or instrumentality of the Issuer shall be permitted except upon the
determination of the Governing Body that the rates and charges otherwise in effect are
sufficient to provide Net Revenues at least equal to the requirements of this subsection.
(c) Insurance. That the Issuer shall maintain insurance for the benefit of the
Bondholders on the insurable portions of the System of a kind and in an amount which
normally would be carried by private companies engaged in a similar kind of business.
The proceeds of any insurance, except public liability insurance, shall be used to repair or
replace the part or parts of the System damaged or destroyed, or if not so used shall be
placed in the Revenue Fund.
(d) Accounting and Audits. The Issuer will cause to be kept proper books and
accounts adapted to the System and in accordance with generally accepted accounting
practices, and will diligently act to cause the books and accounts to be audited annually
and reported upon not later than 270 days after the end of each Fiscal Year by an
Independent Auditor and will provide copies of the audit report to the holders of any of
the Bonds and Parity Obligations upon request. The holders of any of the Bonds and
Parity Obligations shall have at all reasonable times the right to inspect the System and
the records, accounts and data of the Issuer relating thereto.
(e) State Laws. The Issuer will faithfully and punctually perform all duties
with reference to the System required by the Constitution and laws of the State of Iowa,
including the making and collecting of reasonable and sufficient rates for services
rendered by the System as above provided, and will segregate the revenues of the System
and apply the revenues to the funds specified in this Resolution.
(f) Property. The Issuer will not sell, lease, mortgage or in any manner
dispose of the System, or any capital part thereof, including any and all extensions and
additions that may be made thereto, until satisfaction and discharge of all of the Bonds
and Parity Obligations shall have been provided for in the manner provided in this
Resolution; provided, however, that this covenant shall not be construed to prevent the
disposal by the Issuer of property which in the judgment of its Governing Body has
become inexpedient or unprofitable to use in connection with the System, or if it is to the
advantage of the System that other property of equal or higher value be substituted
therefor, and provided further that the proceeds of the disposition of such property shall
be placed in a revolving fund to be used in preference to other sources for capital
improvements to the System. Any such proceeds of the disposition of property acquired
with the proceeds of the Bonds or Parity Obligations shall not be used to pay principal or
interest on the Bonds or Parity Obligations or for payments into the Sinking Fund or
Reserve Fund.
(g) Fidelity Bond. The Issuer shall maintain fidelity bond coverage in
amounts which normally would be carried by private companies engaged in a similar
kind of business on each officer or employee having custody of funds of the System.
(h) Additional Charges. The Issuer will require proper connecting charges
and/or other security for the payment of service charges.
(i) Budget. The Governing Body of the Issuer shall approve and conduct
operations pursuant to a system budget of revenues and current expenses for each Fiscal
Year. Such budget shall take into account revenues and current expenses during the
current and last preceding Fiscal Year. Copies of such budget and any amendments
thereto shall be provided to the holders of any of the Bonds upon request.
Section 21. Remedies of Bondholders. Except as herein expressly limited the holder or
holders of the Bonds and Parity Obligations shall have and possess all the rights of action and
remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of
the United States of America, for the enforcement of payment of their Bonds and interest
thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer
hereunder.
Section 22. Prior Lien and Parity Obligations. The Issuer will issue no other Bonds,
bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the
property or revenues of the System having priority over the Bonds or Parity Obligations.
Additional Obligations may be issued on a parity and equality of rank with the Bonds
with respect to the lien and claim of such Additional Obligations to the revenues of the System
and the money on deposit in the funds adopted by this Resolution, for the following purposes and
under the following conditions, but not otherwise:
(a) For the purpose of refunding any of the Bonds or Parity Obligations which shall
have matured or which shall mature not later than three months after the date of delivery
of such refunding obligation and for the payment of which there shall be insufficient
money in the Sinking Fund and the Reserve Fund;
(b) For the purpose of refunding any outstanding Bonds, Parity Obligations or general
obligation Bonds outstanding or making extensions, additions, improvements or
replacements to the System, if all of the following conditions shall have been met:
(i) before any such Additional Obligations ranking on a parity
are issued, there will have been procured and filed with the City Clerk, a
statement of an Independent Auditor, or an independent municipal
advisor, not a regular employee of the Issuer, reciting the opinion based
upon necessary investigations that the Net Revenues of the System for the
preceding Fiscal Year (with adjustments as hereinafter provided) were
equal to at least 1.25 times the maximum amount that will be required in
any Fiscal Year prior to the longest maturity of any of the Bonds or Parity
Obligations for both principal of and interest on all Bonds and Parity
Obligations then outstanding which are payable from the Net Revenues of
the System and the Additional Obligations then proposed to be issued.
For the purpose of determining the Net Revenues of the System for the
preceding Fiscal Year as aforesaid, the amount of the gross revenues for
such year may be adjusted by an Independent Auditor or an independent
municipal advisor, not a regular employee of the Issuer, so as to reflect
any changes in the amount of such revenues which would have resulted
had any revision of the schedule of rates or charges imposed at or prior to
the time of the issuance of any such Additional Obligations been in effect
during all of such preceding Fiscal Year.
(ii) the Additional Obligations must be payable as to principal
and as to interest on the same month and day as the Bonds herein
authorized.
(iii) for the purposes of this Section, principal and interest
falling due on the first day of a Fiscal Year shall be deemed a requirement
of the immediately preceding Fiscal Year.
(iv) for the purposes of this Section, general obligation bonds or
notes shall be refunded only upon a finding of necessity by the Governing
Body and only to the extent the general obligation bonds or notes were
issued or the proceeds thereof were expended for the System.
(v) for purposes of this Section, "preceding Fiscal Year" shall
be the most recently completed Fiscal Year for which audited financial
statements prepared by a certified public accountant are issued and
available, but in no event a Fiscal Year which ended more than eighteen
months prior to the date of issuance of Additional Obligations.
Nothing in this Section shall prohibit or restrict the right of the Issuer to issue
additional revenue bonds or other revenue obligations and to provide that the principal of
and interest on said revenue bonds or obligations shall be payable out of the Net
Revenues of the System, provided that such additional revenue bonds or obligations shall
be junior and subordinate to the Bonds.
Section 23. Disposition of Proceeds; Arbitrage Not Permitted. The Issuer reasonably
expects and covenants that no use will be made of the proceeds from the issuance and sale of the
Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage bonds
within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States,
and that throughout the term of the Notes it will comply with the requirements of such statute
and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances that
would materially change the foregoing statements or the conclusion that it is not expected that
the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage
Bonds. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with
the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption
Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is
hereby directed to make and insert all calculations and determinations necessary to complete the
Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption
Certificate at issuance of the Bonds to certify as to the reasonable expectations and covenants of
the Issuer at that date.
The Issuer covenants that it will treat as Yield Restricted any proceeds of the Bonds
remaining unexpended after three years from the issuance and any other funds required by the
Tax Exemption Certificate to be so treated. If any investments are held with respect to the Bonds
and Parity Obligations, the Issuer shall treat the same for the purpose of restricted yield as held in
proportion to the original principal amounts of each issue.
The Issuer covenants that it will exceed any investment yield restriction provided in this
Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that
the proposed investment action will not cause the Bonds to be classified as arbitrage bonds under
Section 148(a) and (b) the Internal Revenue Code or regulations issued thereunder.
The Issuer covenants that it will proceed with due diligence to spend the proceeds of the
Bonds for the purpose set forth in this Resolution. The Issuer further covenants that it will make
no change in the use of the proceeds available for the construction of facilities or change in the
use of any portion of the facilities constructed therefrom by persons other than the Issuer or the
general public unless it has obtained an opinion of bond counsel or a revenue ruling that the
proposed project or use will not be of such character as to cause interest on any of the Bonds not
to be exempt from federal income taxes in the hands of holders other than substantial users of the
project, under the provisions of Section 142(a) of the Internal Revenue Code of the United
States, related statutes and regulations.
Section 24. Additional Covenants, Representations and Warranties of the Issuer. The
Issuer certifies and covenants with the purchasers and holders of the Bonds from time to time
outstanding that the Issuer through its officers, (a) will make such further specific covenants,
representations and assurances as may be necessary or advisable; (b) comply with all
representations, covenants and assurances contained in the Tax Exemption Certificate, which
Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the
owners of the Bonds; (c) consult with bond counsel (as defined in the Tax Exemption
Certificate); (d) pay to the United States, as necessary, such sums of money representing required
rebates of excess arbitrage profits relating to the Bonds; (e) file such forms, statements and
supporting documents as may be required and in a timely manner; and (f) if deemed necessary or
advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other
persons to assist the Issuer in such compliance.
Section 25. Discharge and Satisfaction of Bonds. The covenants, liens and pledges
entered into, created or imposed pursuant to this Resolution may be fully discharged and
satisfied with respect to the Bonds and Parity Obligations, or any of them, in any one or more of
the following ways:
(a) By paying the Bonds or Parity Obligations when the same shall become due and
payable; and
(b) By depositing in trust with the Treasurer, or with a corporate trustee designated by
the Governing Body for the payment of the obligations and irrevocably appropriated
exclusively to that purpose an amount in cash or direct obligations of the United States
the maturities and income of which shall be sufficient to retire at maturity, or by
redemption prior to maturity on a designated date upon which the obligations may be
redeemed, all of such obligations outstanding at the time, together with the interest
thereon to maturity or to the designated redemption date, premiums thereon, if any, that
may be payable on the redemption of the same; provided that proper notice of redemption
of all such obligations to be redeemed shall have been previously published or provisions
shall have been made for such publication.
Upon such payment or deposit of money or securities, or both, in the amount and manner
provided by this Section, all liability of the Issuer with respect to the Bonds or Parity Obligations
shall cease, determine and be completely discharged, and the holders thereof shall be entitled
only to payment out of the money or securities so deposited.
Section 26. Resolution a Contract. The provisions of this Resolution shall constitute a
contract between the Issuer and the holder or holders of the Bonds and Parity Obligations, and
after the issuance of any of the Bonds no change, variation or alteration of any kind in the
provisions of this Resolution shall be made in any manner, except as provided in the next
succeeding Section, until such time as all of the Bonds and Parity Obligations, and interest due
thereon, shall have been satisfied and discharged as provided in this Resolution.
Section 27. Amendment of Resolution Without Consent. The Issuer may, without the
consent of or notice to any of the holders of the Bonds and Parity Obligations, amend or
supplement this Resolution for any one or more of the following purposes:
(a) to cure any ambiguity, defect, omission or inconsistent provision in this
Resolution or in the Bonds or Parity Obligations; or to comply with any application
provision of law or regulation of federal or state agencies; provided, however, that such
action shall not materially adversely affect the interests of the holders of the Bonds or
Parity Obligations;
(b) to change the terms or provisions of this Resolution to the extent necessary to
prevent the interest on the Bonds or Parity Obligations from being includable within the
gross income of the holders thereof for federal income tax purposes;
(c) to grant to or confer upon the holders of the Bonds or Parity Obligations any
additional rights, remedies, powers or authority that may lawfully be granted to or
conferred upon the holders of the Bonds;
(d) to add to the covenants and agreements of the Issuer contained in this Resolution
other covenants and agreements of, or conditions or restrictions upon, the Issuer or to
surrender or eliminate any right or power reserved to or conferred upon the Issuer in this
Resolution; or
(e) to subject to the lien and pledge of this Resolution additional pledged revenues as
may be permitted by law.
Section 28. Amendment of Resolution Requiring Consent. This Resolution may be
amended from time to time if such amendment shall have been consented to by holders of not
less than two-thirds in principal amount of the Bonds and Parity Obligations at any time
outstanding (not including in any case any Bonds which may then be held or owned by or for the
account of the Issuer, but including such refunding obligations as may have been issued for the
purpose of refunding any of such Bonds if such refunding obligations shall not then be owned by
the Issuer); but this Resolution may not be so amended in such manner as to:
(a) Make any change in the maturity of interest rate of the Bonds, or modify the terms
of payment of principal of or interest on the Bonds or any of them or impose any
conditions with respect to such payment;
(b) Materially affect the rights of the holders of less than all of the Bonds and Parity
Obligations then outstanding; and
(c) Reduce the percentage of the principal amount of Bond, the consent of the holders
of which is required to effect a further amendment.
Whenever the Issuer shall propose to amend this Resolution under the provisions of this
Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser
and to be mailed by certified mail to each registered owner of any Bond as shown by the records
of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state
that a copy of the proposed amendatory Resolution is on file in the office of the City Clerk.
Whenever at any time within one year from the date of the mailing of the notice there
shall be filed with the City Clerk an instrument or instruments executed by the holders of at least
two-thirds in aggregate principal amount of the Bonds then outstanding as in this Section
defined, which instrument or instruments shall refer to the proposed amendatory Resolution
described in the notice and shall specifically consent to and approve the adoption thereof,
thereupon, but not otherwise, the Governing Body of the Issuer may adopt such amendatory
Resolution and such Resolution shall become effective and binding upon the holders of all of the
Bonds and Parity Obligations.
Any consent given by the holder of a Bond pursuant to the provisions of this Section shall
be irrevocable for a period of six months from the date of the instrument evidencing such consent
and shall be conclusive and binding upon all future holders of the same Bond during such period.
Such consent may be revoked at any time after six months from the date of such instrument by
the holder who gave such consent or by a successor in title by filing notice of such revocation
with the City Clerk.
The fact and date of the execution of any instrument under the provisions of this Section
may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is
authorized to take acknowledgments of deeds within such jurisdiction that the person signing
such instrument acknowledged before him the execution thereof, or may be proved by an
affidavit of a witness to such execution sworn to before such officer.
The amount and numbers of the Bonds held by any person executing such instrument and
the date of his holding the same may be proved by an affidavit by such person or by a certificate
executed by an officer of a bank or trust company showing that on the date therein mentioned
such person had on deposit with such bank or trust company the Bonds described in such
certificate.
Section 29. Severability. If any section, paragraph, or provision of this Resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions.
Section 30. Approval of Tax Exemption Certificate. Attached hereto is a form of Tax
Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of
the Bonds. The form of Tax Exemption Certificate is approved. The Issuer hereby agrees to
comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax
Exemption Certificate are hereby incorporated by reference as part of this Resolution. The
Treasurer is hereby directed to make and insert all calculations and determinations necessary to
complete the Tax Exemption Certificate at issuance of the Bonds to certify as to the reasonable
expectations and covenants of the Issuer at that date.
Section 31. Continuing Disclosure. The Issuer hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate, and the
provisions of the Continuing Disclosure Certificate are hereby approved and incorporated by
reference as part of this Resolution and made a part hereof and the Mayor and City Clerk are
hereby authorized to execute and deliver the same at issuance of the Bonds. Notwithstanding
any other provision of this Resolution, failure of the Issuer to comply with the Continuing
Disclosure Certificate shall not be considered an event of default under this Resolution; however,
any holder of the Bonds or Beneficial Owner may take such actions as may be necessary and
appropriate, including seeking specific performance by court order, to cause the Issuer to comply
with its obligations under the Continuing Disclosure Certificate. For purposes of this Section,
"Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any 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.
Section 32. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All
other ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this
Resolution are, to the extent of such conflict, hereby repealed; and this Resolution shall be in
effect from and after its adoption.
ADOPTED AND APPROVED this 5th day of August, 2019.
Mayor
ATTEST:
City Clerk