HomeMy WebLinkAbout1989-05-23-Special MinutesI
l1ay 9,1939---cont 67
a flea market in conjunction with Fun Days at the City Park.
5 to G.Carried
Moved by Gruber,second by Scott,to approve expenditure of 83000.00
for fireworks from Rich Bros.Carried 5 toO.
Gary Nail was not present to represent the Co-op on minimum charge
for t::lei:rbulk water meter.No action was taken.
Al Munsterman reported on the 12"water extension.He will be drawing
up plans and specs for this project.
Al liunsterman reported on a change order to extend time for the 500M
water tower painting.
Moved by Gruber,second by Brown,to extend time to Maquire Iron
for painting 50011 water t owe r .to September,1989.Carried 5 to O.
Al l1unsterman v7ill give estimate on the 1989 Street Project in J1ll1e.
Moved by Hoifeldt,second by Barrett,to authorize the '1avor and Clerk
to enter into agreement with ICAP for Inter-governmental contract.
Carried 5 to O.
The City Council directed Brian Redshaw to work with the city attorney
and city en3ineer in working up warranty deeds for a pranosen 5th
St.land transfer which would show 5th St.angling in a northeast
direction between Ashworth Dr.and Haple St.rather than a straight
northerly direction as the plat shows.
A discussion was held on the Job Service appeal for Jon Anfinson.
The Council decided not to pursue this issue any further.
No action was taken on the co-op advertising signs for Nary Ann
Esates,gas company and theCi~T.
l10ved by Brown,secorid by Scott,to approve the expenditure of $960.53
for DRS barricade at the trailer court.Carried 5 to O.
l10ved by Gruber,second by Scott,to purchase chemicals for dandelion
spraying at the park.Carried 5 toO.Signs to be postell after
spraying.
The proposal from Ditch Witch on a trencher was deferred until June.
There was no Public Safety or Utilities Committee report.
Frank Hoifeldt gave the Parks COI!lI!litteereport.
Brian Redshaw gave the Administrator's report.
drainage problems on Northview from 4th to 6th.
consensus not to get involved.
He reportee!on the
It was the C01ll1cil's
Moved by Barrett,second by Brown,to adjourn at 11:02 p.m.Carried
5 to O.
Meeting adjourned.
After due consideration and discussion,C01ll1cil11ember
duced the following resolution and moved its adoption,
Brown intro-
seconded by
68
May 23,1989---cont
Council l1ember Barrett.The Mayor put the question upon the
adoption of said resolution,and the roll bein~called,the
following Council Members voted:
Ayes:
Nays:
Scott,Gruber,Brown,Iloifeldt,Barrett
None recorded
1;ilhereupon,the Mayor declared.the resolution duly adopted as here-
inafter set out.
lOSRESOLUTIONNO.
Approving and authorizing a Loan Agreement and providing for the
issuance of $310,000 General Obligation Sewer Improvement Notes andprovidingforthelevyoftaxestopaythesame
WHEREAS,pursuant to the provisions of Section 384.24A of the Code
of Iowa,the City of Waukee,Iowa (the "City"),has heretofore proposed
to contract indebtedness and enter into a loan agreement in the
principal amount of $310,000 to prOVide funds to pay the cost,to that
extent,of constructing works and facilities useful for the collection,
treatment and disposal of sewage and industrial wastes in a sanitary
manner,including the refunding of outstanding Warrants previously
issued by the City to pay costs in connection therewith,and has
published notice of the proposed action and has held a hearing thereon;
NOW,THEREFORE,Be It Resolved by the City Council of the City ofWaukee,Iowa,as follows:
Section 1.The City hereby determines to enter into a loan
agreement (the "Loan Agreement")with R.G.Dickinson &Co.,Des
Moines,Iowa,as lender (the "Lender"),in SUbstantially the form
attached hereto providing for a loan to the City in the principal
amount of $310,000 at ~discount of $6,200,for the purpose set forthinthepreamblehereof.
The Mayor and Clerk are hereby authorized and directed to sign the
Loan Agreement on behalf of the City,and the Loan Agreement is herebyapproved.
Section 2.General Obligation Sewer Improvement Notes (the
"Notes")are hereby authorized to be issued in evidence of the
obligation of the City under the Loan Agreement,in the total aggregateprincipalamountof$310,000,to be dated June 1,1989,in the
denomination of $5,000 each,or any integral multiple thereof,maturing
on June 1 in each of the years,in the respective principal amounts andbearinginterestattherespectiverates,as follows:
Interest
Rate Per
Annum Principal
Year Amount
Interest
Rate Per
Annum
Principal
AmountYear
1991
1992
1993
1994
1995
1996
$15,000
$20,000
$25,000
$25,000
$25,000
$30,000
7%
7%
7%
7%
7%
7%
1997
1998
1999
2000
2001
$30,000
$30,000
$35,000
$35,000
$40,000
7.10%
7.15%
7.25%
7.25%
7.25%
Bankers Trust Company,Des Moines,Iowa,is hereby designated as
the Registrar and paying Agent for the Notes and may be hereinafter
referred to as the "Registrar"or the "Paying Agent".
I
I
I
II
69Hay23,1939---cont
The City reserves the right to prepay part or all of the Notes
maturing in each of the years 1997 to 2001,inclusive,prior to and in
inverse order of maturity on June 1,1996,or on any interest payment
date thereafter upon terms of par and accrued interest.If less than
all of the Notes of any like maturity are to be redeemed,the
particular part of those Notes to be redeemed shall be selected by the
Registrar by lot.The Notes may be called in part in one or more units
of $5,000.If less than the entire principal amount of any Note in a
denomination of more than $5,000 is to be redeemed,the Registrar will
issue and deliver to the registered owner thereof,upon surrender of
such original Note,a new Note or Notes,in any authorized
denomination,in a total aggregate principal amount equal to the
unredeemed balance of the original Note.Notice of such redemption as
aforesaid identifying the Note or Notes (or portion thereof)to be
redeemed shall be mailed by certified mail to the registered owners
thereof at the addresses shown on the City's registration books not
less than 30 nor more than 45 days prior to such redemption date.All
of such Notes as to which the City reserves and exercises the right of
redemption and as to which notice as aforesaid shall have been given
and for the redemption of which funds are duly provided,shall cease to
bear interest on the redemption date.
All of the interest on the Notes shall be payable December 1,
1989,and semiannually thereafter on the first day of June and December
in each year.Payment of interest on the Notes shall be made to the
registered owners appearing on the registration books of the City at
the close of business on the fifteenth day of the month next preceding
the interest payment date and shall be paid by check or draft mailed to
the registered owners at the addresses shown on such registration
books.Principal of the Notes shall be payable in lawful money of the
United states of America to the registered owners or their legal
representatives upon presentation and surrender of the Note or Notes attheofficeofthepayingAgent.
The Notes shall be executed on behalf of the City with the
official manual or facsimile signature of the Mayor and attested by the
official manual or facsimile signature of the City Clerk and shall have
the City's seal impressed or printed thereon,and shall be fully
registered Notes without interest coupons.In case any officer whose
signature or the facsimile of whose signature appears on the Notes
shall cease to be such officer before the delivery of the Notes,such
signature or such facsimile signature shall nevertheless be valid and
sufficient for all purposes,the same as if such officer had remainedinofficeuntildelivery.
The Notes shall .not be valid or become obligatory for any purpose
until the Certificate of Authentication thereon shall have been signedbytheRegistrar.
The Notes shall be fully registered as to principal and interest
in the names of the owners on the registration books of the City kept
by the Registrar,and after such registration,payment of the principal
ther,eof and inter.est thereon shall be made only to the registered
owners or their legal representatives or assigns.Each Note shall be
transferable without cost to the registered owner thereof only upon
the registration books of the City upon presentation to the Registrar
togethe:with either a w:itten instrument of transfer satisfactory to'the Reglstrar or the asslgnment form thereon completed and d 1
executed,by the registered owner or the duly authorized atto~n~y fosuchreglsteredowner.r
The record and identity of the owners of the Notes shallconfidentialasprovidedbySection22.7 of the Code of Iowa.be kept
S7c~ion 3.The Notes shall be in substantially the form set forthasExhl?lt A to the Loan Agreement attached hereto and shall b
exe~~ted as herein prOVided as soon after the adoption of this e
reso1uti0r:-as may be,and thereupon delivered to the Registrar for
registrab.on and deLf.very to the Lender,upon receipt of the 10
proceeds,';l-ndall action heretofore taken in connection with th:nLoan
Agreement lS hereby ratified and confirmed in all respects.
70 May 23,1989---cont
Section 4.~or the purpose of providing for the levy and
collection of a d~rect annual tax sufficient to pay ·the principal of
.and interes~on the Notes as the same become due,there is hereby
ordered ~ev~ed on all the taxable property in the City in each of the
years wh~le t~e Notes are outstanding,a tax sufficient for that
purpose,and ~n furtherance of this provision,but not in limitation
thereof,t~ere ~s hereby levied on all the taxable property in the City
t~e follow~ng d~rect annual tax for collection in each of the followingf~scal years,to-wit:
For collection in the fiscal year beginning July 1,1990,sufficient to produce the net annual sum of $59,100;
For collection in the fiscal year beginning July 1,1991,sufficient to produce the net annual sum of $41,000;
For collection in the fiscal year beginning July 1,1992,sufficient to produce the net annual sum of $44,600;
For collection in the fiscal year beginning July 1,1993,sufficient to produce the net annual sum of $42,850;
For collection in the fiscal year beginning July 1,1994,sufficient to produce the net annual sum of $41,100;
For collection in the fiscal year beginning July 1,1995,sufficient to produce the net annual sum of $44,350;
For collection in the fiscal year beginning July 1,1996,sufficient to produce the net annual sum of $42,250;
For collection in the fiscal year beginning July 1,1997,sufficient to produce the net annual sum of $40,120;
For collection in the fiscal year beginning July 1,1998,
sufficient to produce the net annual sum of $42,975;
For collection in the fiscal year beginning July 1,1999,
sufficient to produce the net annual sum of $40,438;
For collection in the fiscal year beginning July 1,2000,
sufficient to produce the net annual sum of $42,900.
Section 5.A certified copy of this resolution shall be filed
with the County Auditor of Dallas County,and said Auditor shall be
and is hereby instructed to enter for collection and assess the tax
hereby authorized.When annually entering such taxes for collection,
the County Auditor shall include the same as a part of the tax levy for
debt service fund purposes of the City and when collected,the proceeds
of the taxes shall be converted into the debt service fund of the City
and set aside therein as a special account to be used solely and only
for th~payment of the principal of and interest on the Notes hereby
authorized and for no other purpose whatsoever.Any amount received by
the City as accrued interest on the Notes shall be deposited into such
special account and used to pay interest due on the Notes on the first
interest payment date.
Section 6.The interest or principal and both of them falling due
in any year or years shall,if necessary,be paid promptly from current
funds on hand in advance of taxes levied and when the taxes shall have
been collected,reimbursement shall be made to such current funds in
the sum thus advanced.
Section 7.It is the intention of the City that interest on the
Notes be and remain excluded from gross income for federal income tax
purposes pursuant to the appropriate provisions of the Internal Revenue
Code of 1986,as amended,and the Treasury Regulations in effect with
respect thereto (all of the foregoing herein referred to as the
"Internal Revenue Code").In furtherance thereof the City covenants to
comply with the provisions of the Internal Revenue Code as they may
from time to time be in effect or amended and further covenants to
comply with applicable future laws,regulations,published rulings and
court decisions as may be necessary to insure that the interest on the
Notes will remain excluded from qross income for federal income tax
I
Hay 23,19S9---cont 71
purposes.Any and all of the officers of the City are hereby
..authorized and directed to take any and all actions as may be necessarytocomplywiththecovenantshereincontained.
The City hereby designates the Notes as "Qualified Tax Exempt
Obligations"as that term is used in Section 265(b)(3)(B)of theInternalRevenueCode.
Section 8.
herewith be and
conflict.
All resolutions or parts thereof in conflict
the same are hereby repealed to the extent of such
Passed and approved this 23rd day of May,1989.
This being the time and place specified for taking action on the
proposal to enter into a loan agreement,t~e Clerk announced that
no written objections had been placed on flle.\fuereupon,the
Hayor called for any written or oral objections,and there were
none.
After due consideration and discussion,Council'11ember Eoifeldt
introduced the following resolution and moved its adontion,seconded
by Council Member Bro,vn•.The Mayor put the ~uestion upon the
adoption of said resolutlon,and the roll belng called,the
following Council Hembers voted:
Ayes:
Nays:
Barrett,Brown,Gruber,Hoifeldt,Scott
None recorded
\fuereupon,the Hayor declared the resolution duly adopted as here-
inafter set out.
RESOLUTION NO.)0 Lo
Approving and authorizing a Loan Agreement and providing for the
issuance and securing the payment of $400,000 Sewer Revenue Notes
WHEREAS,the City of Waukee,in the County of Dallas,state of
Iowa (hereinafter referred to as the "City"),did heretofore establish
a Municipal Sanitary Sewer System in and for the City (hereinafter
referred to as the "utility")which has continuously supplied sanitary
sewer service in and to the City and its inhabitants since its
establishment;and
WHEREAS,the management and control of the utility are vested in
the Council,and no board of trustees exists for this purpose;and
WHEREAS,the City has heretofore proposed to contract indebtedness
and enter into a loan agreement in the principal amount of $400,000
(.the "Loan Agreement")to provide funds to pay a portion of the cost of
constructing improvements and extensions to the utility,(the
"Project"),including the refunding of outstanding Warrants previously
issued by the City to pay costs in connection therewith,and has
published notice of the proposed action and has held a hearing thereon;
NOW,THEREFORE,Be It Resolved by the City Council of the City of
Waukee,Iowa,as follows:
Section 1.It is hereby determined that the City shall enter into
the Loan Agreement with R.G.Dickinson &Co.,Des Moines,Iowa,as
lender (the "Lender")in substantially the form attached hereto
providing for a loan to the City in the amount of $400,000,at a
discount of $8,000,for the purpose as set forth in the preamble
hereof,and to fund necessary reserves.
The Mayor and City Clerk are authorized and directed to sign
the Loan Agreement on behalf of the City,and the Loan Agreement is
hereby approved.
Interest InterestPrincipalRatePerPrincipalRatePerYearAmountAnnumYearAmountAnnum
1990 $10,000 7.10%1998 $25,000 7.25%
1991 $15,000 7.10%1999 $25,000 7.35%1992 $15,000 7.10%2000 $30,000 7.45%I1993$15,000 7.10%2001 $30,000 7.55%1994 $20,000 7.10%2002 $35,000 7.65%
1995 $20,000 7.10%2003 $35,000 7.75%1996 $20,000 7.10%2004 $40,000 7.85%1997 $25,000 7.15%2005 $40,000 7.90%
72 11ay 23,1989--cont
Section 2.Sewer Revenue Notes (the "Notes")are hereby
authorized to be issued in evidence of the obligation of the City under
the Loan Agreement,in the total aggregate principal amount of
,$400,000,to be dated June 1,1989,in the denomination of $5,000 each,
or any integral multiple thereof,maturing on June 1 in each of the
years,in the respective principal amounts and bearing interest at therespectiverates,as follows:
Bankers Trust Company,Des Moines,Iowa,is hereby designated as
the Registrar and Paying Agent for the Notes and may be hereinafter
referred to as the "Registrar"or the "paying Agent".
The City reserves the right to prepay part or all of the Notes
maturing in each of the years 1999 to 2005,inclusive,prior to and in
inverse order of maturity on June 1,1998,or on any interest
payment date thereafter upon terms of par and accrued interest.If
less than all of the Notes of any like maturity are to be redeemed,the
particular part of those Notes to be redeemed shall be selected by the
Registrar by lot.The Notes may be called in part in one or more units
of $5,000.If less than the entire principal amount of any Note in a
denomination of more than $5,000 is to be redeemed,the Registrar will
issue and deliver to the registered owner thereof,upon surrender of
such original Note,a new Note or,Notes,in any authorized
denomination,in a total aggregate principal amount equal to the
unredeemed balance of the original Note.Notice of such redemption as
aforesaid identifying the Note or Notes (or portion thereof)to be
redeemed shall be mailed by certified mail to the registered owners
thereof at the addresses shown on the City's registration books not
less than 30 nor more than 45 days prior to such redemption date.All
of such Notes as to which the City reserves and exercises the right of
redemption and as to which notice as aforesaid shall have been given
and for the redemption of which funds are duly provided,shall cease tobearinterestontheredemptiondate.
All of the interest on the Notes shall be payable December 1,
1989,and semiannually thereafter on the first day of June and December
in each year.payment of interest on the Notes shall be made to the '
registered owners appearing on the registration books of the City at
the close of business on the fifteenth day of the month next preceding
the interest payment date and shall be paid by check or draft mailed to I'the registered owners at the addresses shown on such registration
books.Principal of the Notes shall be payable in lawful money of the ",'United states of America to the registered owners or their legal i'
representatives upon presentation and surrender of the Note or Notes at.the office of the paying Agent.
The Notes shall be executed on behalf of the City with the
official manual or facsimile signature of the Mayor and attested by the
official manual or facsimile signature of the City Clerk and shall have
the City's seal impressed or printed thereon,and shall be fully
registered Notes without interest coupons.The issuance of the Notes
shall be recorded in the office of the City Treasurer,and the
certificate on the back of each Note shall be executed with the
official manual or facsimile signature of the City Treasurer.In case
any officer whose signature or the facsimile of whose signature appears
on the Notes shall cease to be such officer before the delivery of such
Notes,such signature or such facsimile signature s~all nevert~eless be
valid and sufficient for all purposes,the same as ~f such off~cer had
remained in office until delivery.
I
,.,~,,~:'\"989---eoTlt 73
The Notes shall not be valid or become obligatory for any purpose
until the Certificate of Authentication thereon shall have been signed
by the Registrar.
All of the Notes and the interest thereon,together with any
additional obligations as may be hereafter issued and outstanding from
time to time ranking on a parity therewith under the conditions set
forth herein (which additional obligations are hereinafter sometimes
referred to as "Parity Obligations"),shall be payable solely from the
Sinking Fund hereinafter referred to and shall be a valid claim of the
owners thereof only against 'said fund.None of the Notes shall be a
general obligation of the City,nor 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 of the Utility to be
sufficient for the payment in whole or in part of the Notes and the
interest thereon;but the Notes and any parity Obligations shall be
payable both as to principal and interest solely and only from the
future Net Revenues of the Utility pledged therefor as hereinafter
provided.
The Notes shall be fully registered as to principal and interest
in the names of the owners on the registration books of the City kept
by the Registrar,and after such registration,payment of the principal
and interest thereof shall be made only to the registered owners,their
legal representatives or assigns.Each Note shall be transferable
without cost to the registered owner thereof only upon the
registration books of the City upon presentation to the Registrar,
together with either a written instrument of transfer satisfactory to
the Registrar or the assignment form thereon completed and duly
executed by the registered owner or the duly authorized attorney for
such registered owner.
The record and identity of the owners of the Notes shall be kept
confidential as provided by Section 22.7 of the Code of Iowa.
Section 3.The Notes shall be in substantially the form set forth
as Exhibit A to the Loan Agreement attached hereto and shall be
executed as herein provided as soon after the adoption of this
resolution as may be possible and thereupon they shall be delivered to
the Registrar for registration,authentication and delivery to the
Lender,upon receipt of the loan proceeds,and all action heretofore
take~in c~nnection with the Loan Agreement is hereby ratified and
conflrmed In all respects.The loan proceeds,exclusive of any accrued
intere~t,shall be used to pay costs of the Project,including the
refundlng of the warrants,and any unexpended balance of the loan
proceeds,remaining thereafter plus any amount received by the City as
accrued lnterest shall be converted into the Sinking Fund hereinafter
created and used to pay interest on the Notes on the first interestpaymentdate.
Section,4.So lo~g as any of the Notes or any Parity Obligations
are outst~n~lng,the Clty ~h~ll continue to maintain the utility in
goo~~ondltlon,and the utlllty shall continue to be operated in an
efflclen~manner an~at a reasonable cost as a revenue producing
undertaklng:The Clty shall establish,impose,adjust and provide for
the collectlon of rates to be charged to customers of the utility
including the City,to produce gross revenues (hereinafter someti~es
referred to as the "Gross Revenues")at least sufficient to pay the
7xpenses of o~eration and maintenance of the Utility,which shall
lnclu~e sa~arles,wages,cost of maintenance and operation,materials,
suppll7s,lnsuranc7 and all,other items normally included under
recognlzed accountlng practlces (but does not include allowances for
depreciation in the valuation of physical property)(which such
expenses are hereinafter sometimes referred to as the "Operating
Expenses")and to leave a balance of net revenues (herein referred to
as the "Net Revenues")equal to at least 125 per cent of the average
annual payments of principal of and interest on all of the Notes and
any other Parity Obligations outstanding from time to time -nd
sU~fi~ient to ~aintain a reasonable reserve for the payment ~fsuchprlnclpalandlnterest,as hereinafter provided.
74 ~·iay 23,1989--cont
Section 5.From and after the issuance of the Notes,the Grc
Revenues of the utility shall be set aside into a sepa:ate and spe
fund which is hereby established,to be known and here1nafter refe
to as the "Sewer Revenue Fund".The Sewer Revenue Fund shall be u
in maintaining and operating the utility,and after payment of the
Operating Expenses shall,to the extent hereinafter provided,,be u!
to pay the principal of and interest on the Notes and any Par1ty
Obligations,and to create and maintain the several separate funds
hereinafter established.
Section 6.There shall be and there is herebY"created,and th
shall be maintained an account to be known as the Sewer Revenue.
Sinking Fund"(herein referred to as the "Sinking Fund"),into wh:;-cl
there shall be set aside from the future Net Revenues of the uti11ty
such portion thereof as will be sufficient to pay t~e ~nterest upon
rincipal of the Notes as the same become due,and 1t 1S hereby ,
Eetermined that the minimum amount to be so set aside into the Sink1i I
Fund from the Net Revenues during each month of each year shall be rn '_-less than as follows:
Beginning June 1,1989,and continuing thereafter,a sum
equal to One-twelfth (1/12)of the principal of all of the
Notes maturing on the June 1 next succeeding,plus a sum
equal to One-sixth (1/6)of the interest becoming due on
the next succeeding interest payment date on all of theoutstandingNotes;
provided,however,that no further payments need be made into the
Sinking Fund when and so long as the amount therein is sufficient to
retire the Notes and any Parity Obligations then outstanding which are
payable from the Sinking Fund and to pay all interest to become due
thereon prior to such retirement,or if provision for such payment hasbeenmade.
Whenever Parity Obligations are issued under the conditions and
restrictions hereinafter set forth,provisions shall be made for
additional payments to be made into the Sinking Fund for the purpose of
paying the interest on and principal of such Parity Obligations.
Such payments into the Sinking Fund shall be made in equal monthly
installments on the first day of each month,except that when the first
day of any month shall be a Sunday or legal holiday,then such payments
shall be made on the next succeeding secular day.The Sinking Fund and
that portion of the Net Revenues contained therein shall be used solely
and only and are hereby pledged for the purpose of paying the interestonandtheprincipaloftheNotesandParityObligations.
If at any time there be a failure to pay into the Sinking Fund
the full amount above stipulated,then an amount equivalent to the
deficiency shall be paid into the Sinking Fund from the Net Revenues
of the utility as soon as available,and the same shall be in addition
to the amount otherwise required to be so set apart and paid into theSinkingFund.
Section 7.There shall be and there is hereby created a special
fund to be known and designated as the Principal and Interest Reserve
Account (hereinafter referred to as the "Reserve Account")into which
there shall be set apart and paid from the loan proceeds at the time of
the delivery of the Notes a sum equal to $37,000 (the "Required
Reserve Account Balance").Whenever the sum on deposit in the Reserve
Account has been reduced to less than the Required Reserve Account
Balance by the expenditure of all or a portion of the funds on deposit
in said Account for any of the purposes specified herein,there shall
be deposited into such Reserve Account the remaining Net Revenues after
first making the required deposits into the Sinking Fund,until the sum
on deposit in the Reserve Account has been restored to the Required
Reserve Account Balance.All moneys credited to the Reserve Account
shall be used and are hereby pledged for the payment of the principal
of and interest on the Notes and Parity Obligations whenever for any
reason the funds on deposit in the Sinking Fund are insufficient to pay
such principal and interest when due.If and to whatever extent Parity
Obligations shall be issued under the conditions set forth-in this
resolution,provision shall be made to create and maintain a reasonablereservetherefor.
I
75l~Y 23,1989---cont
Section 8.There shall be and there is hereby created a special
fund to be known and designated as the Surplus Fund into which there
shall be set apart and paid all of the Net Revenues remaining after
first making the required payments into the Sinking Fund and the
Reserve Account,and after the Reserve Account contains the Required
Reserve Account Balance.All moneys credited to the Surplus Fund shall
be transferred and credited to the Sinking Fund whenever necessary to
prevent or remedy a default in the payment of the principal of or
interest on the Notes and any Parity Obligations or shall be
transferred and credited to the Reserve Account whenever any deficiencymayexistintheReserveAccount.
As long as both the Sinking Fund and the Reserve Account have thefullamountsrequiredtobedepositedthereinbythisresolution,any
balance in the Surplus Fund may be made available to the City as the
Council,or such other duly constituted body as may then be charged withtheoperationoftheutility,may from time to time direct.
Section 9.All moneys held in any fund created or to be
maintained under the terms of this resolution shall be deposited in
lawful depositories of the City and continuously held and secured as
provided by the laws of the State of Iowa relating to the depositing,
securing and holding of public funds.All interest received by the
City as a result of investments under this section shall be considered
to constitute Gross Revenues of the utility and shall be deposited in
or transferred to the Revenue Fund and used solely and only for the
purposes specified herein for such fund.The City hereby covenants and
agrees that no such investment shall ever be made so as to cause the
interest on the Notes to become taxable as "arbitrage bonds"pursuanttotheprovisionsoftheInternalRevenueCodeof1986.
II
Section 10.The City hereby covenants and agrees with the owner
or owners of the Notes and any Parity Obligations,or any of them,thatfromtimetotimemaybeoutstanding,that it will faithfUlly and
punctually perform all duties with reference to the utility required
and provided by the Constitution and laws of the State of Iowa,that it
will segregate the Gross Revenues of the utility and make application
thereof in accordance with the provisions of this resolution and that
it will not sell,lease or in any manner dispose of the utility or any
part thereof,including any and all extensions and additions that may
be made thereto,until all of the Notes and any Parity Obligations
shall have been paid in full,both principal and interest,or unless
and until provisions shall have been made for the payment of said Notes
and Parity Obligations and interest thereon in full;prOVided,however,
'that the City may dispose of any property which in the judgment of the
Council,or the duly constituted body as may then be charged with the
operation of the utility,is no longer useful or profitable in the
operation of the utility nor essential to the continued operation
thereof and when the sale thereof will not operate to reduce the
revenues to be derived from the operation of the utility.
Section 11.Upon a breach or default of a term of the Notes or
Parity Obligations and this resolution,a proceeding may be brought in
law or in equity by suit,action or mandamus to enforce and compel
performance of the duties required under the terms of this resolutionIandDivisionVofChapter384oftheCodeofIowaoranaction~ay be
brought to obtain the appointment ofa receive:to take possess~?n of
and operate the Utility and to perform the dut~es required by th~s
resolution and Division V of Chapter 384 of the Code of Iowa.
Section 12.The Notes or any Parity Obligations shall not be
entitled to priority or preference one over the other in the
application of the Net Revenues of the Utility r7gardle~s o~the time
or times of the issuance of the Notes or any Par~ty Obl~gat~ons,it
being the intention that there shall be no priority among the Notes or
Parity Obligations,regardless of the fact that they may ,have been
actually issued and delivered at different times.The c~ty hereby
covenants and agrees that so long aS,any of the Notes or any ~ari~y
Obligations are outstanding and unpa~d,no bonds or other obl~gatlons
payable from the Net Revenues of the Utility will be issued except upon
the basis of such bonds or obligations being subject to the
priority and security for payment of the Notes or any parit¥
Obligations then outstandin~;p:ovided:~owever,~hat,the Clty r7serves
the right and priVilege of lssulng addltlonal obllgatlons from t~me to
time payable from the Net Revenues of the utility and ranking on a
76 Hay 23,1989---cont
parity with the Notes (herein referred to as "Parity obligations")in
order to pav the cost of improvements and extensions to the utility or
for refunding any bonds or obligations payable from the Net Revenues of
the utility,but only if the officially reported Net Revenues of the
utility for the last preceding calendar or fiscal year prior to the
issuance of such Parity Obligations (with adjustments as hereinafter
provided)were equal to at least 125%of the average amount of
principal and interest that will become due in any subsequent year
during the life of the Notes and any then outstanding Parity
Obligations for both the Notes and any Parity Obligations t~en
outstanding and the parity Obligations then proposed to be ~ssued;and
provided also that the interest payment dates for any such Parity
Obligations shall be semiannually on the first day of June and December
of each year and the principal maturities of such parity Obligations
shall be on June 1 of any year in which any of such principal is
scheduled to become due.
The amount of Gross Revenues of the utility shall be adjusted for I
the purpose of the foregoing computations by an independent consulting
engineer not a regular employee of the City,so as to reflect any
revision'in the schedule of rates and charges being imposed at the time
of the issuance of any such Parity Obligations.
Obligations issued to refund the Notes or any Parity Obligations
shall not be subject to the foregoing restrictions,provided the Notes
or parity Obligations being refunded mature within three (3)months of
the date of such refunding and no other funds are available to pay such
.maturing Notes or parity obligations,but otherwise any Parity
Obligations shall only be issued subject to the restrictions of this
resolution.
Section 13.The City agrees that so long as the Notes or any
Parity Obligations remain outstanding,it will maintain insurance for
the benefit of the owners of the Notes and any Parity Obligations on
the insurable portions of the utility of a kind and in an amount which
usually would be carried by private companies or municipalities engaged
in a similar type of business.The City will keep proper books of
record and account,separate from all other records and accounts,
showing the complete and correct entries of all transactions relating
to the utility,and that the owners of the Notes or any Parity
Obligations shall have the right at all reasonable times to inspect the
utility and all records,accounts and data of the City relatingthereto.
Section 14.The provisions of this resolution shall constitute a
contract between the City and the owners of the Notes,and after the
issuance of the Notes,no change,variation or alteration of any kind
of the provisions of this resolution shall be made which will adversely
affect the owners of the Notes until all of the Notes and the interest
thereon shall have been paid in full,except as hereinafter provided.
The owners of two-thirds (2/3)in principal amount of the Notes
and Parity Obligations at any time outstanding (not including in any
case any obligations which may then be held or owned by or for the IaccountoftheCity,but including such obligations as may be issued
for the purpose of refunding any of the Notes or Parity Obligations if
such obligations shall not then be owned by the City)shall have the
right from time to time to consent to and approve the adoption by the
City of a resolution or resolutions modifying or amending any of the
terms or provisions contained in this resolution;provided,however,
that this resolution may not be so modified or amended in such mannerasto:.
(a)Make any change in the maturity or redemption terms
of the Notes or any parity Obligations.
(b)Make any change in the rate of interest borne by any
of the Notes or any Parity Obligations.
(c)Reduce the amount of the principal payable on any Notes or
any Parity Obligations.
(d)Modify the terms of payment of principal of or interest
on the Notes or any Parity Obligations,or any of them,or
impose any conditions with respect to such payment.
I
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May 23,1989---cont 77
(e)Affect the rights of the owners of less than all of the Notes
or any Parity Obligations then outstanding.
Reduce the percentage of the principal amount of the Notes or
any Parity Obligations,the consent of the owners of which
shall be required to effect a further modification.
(f)
Whenever the City shall propose to amend or modify this resolution
under the provisions of this section,it shall (1)prior to the
publication of the notice hereinafter provided for in (2),cause notice
of the proposed amendment to be mailed to each of the owners of the
Notes and Parity Obligations at the addresses appearing on the
registration books of the City and also to the Lender,and (2)cause
notice of the proposed amendment to be published one time in a
newspaper published and/or having a general circulation in the City of
Waukee,Iowa.Such notice shall briefly set forth the nature of the
proposed amendment and shall state that a copy of the proposed
a~endatory resolution is on file in the office of the City Clerk.
If the owners of at least two-thirds (2/3)in aggregate principal
amount of the Notes and Parity Obligations outstanding at the time of
the adoption of such amendatory resolution shall have consented to and
approved the adoption thereof as herein provided,no owner of any
Notes or Parity Obligations shall have any right or interest to object
to the adoption of such amendatory resolution or to object to any of
the terms or provisions therein contained or to the operation thereof
or to enjoin or restrain the City from taking any action pursuant totheprovisionsthereof.
Any consent given by the owners of a Note or Parity Obligation
pursuant to the provisions of this section shall be irrevocable for a
period of six (6)months from the date of such consent and shall be
conclusive and binding upon all future owners of the same Note or
Parity Obligation during such period.Such consent may be revoked at
any time after six (6)months from the date of such consent by the
owner who gave such consent or by a successor in title,but such
revocation shall not be effective if the owners of two-thirds (2/3)in
aggregate principal amount of the Notes and Parity Obligations
outstanding as in this section defined shall have,prior to the
attempted revocation,consented to and approved the amendatoryresolutionreferredtoinsuchrevocation.
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
persons signing such instrument acknowledged before him the execution
thereof,or may be proved by an affidavit of a witness to suchexecutionsworntobeforesuchofficer.
Section 15.It is the intention of the City that interest on the
Notes be and remain excluded from gross income for federal income tax
purposes pursuant to the appropriate provisions of the Internal Revenue
Code of 1986,as amended,and the Treasury Regulations in effect with
respect thereto (all of the foregoing herein referred to as the
"Internal Revenue Code").In furtherance thereof the City covenants to
comply with the provisions of the Internal Revenue Code as they may
from time to time be in effect or amended and further covenants to
comply with applicable future laws,regulations,published rulings and
court decisions as may be'necessary to insure that the interest on the
Notes will remain excluded from gross income for federal income tax
purposes.Any and all of the officers of the City are hereby
authorized and directed to take any and all actions as may be necessarytocomplywiththecovenantshereincontained.
The City hereby designates the Notes as "Qualified Tax Exempt
Obligations"as that term is used in Section 265 (b)(3)(B)of theInternalRevenueCode.
Section 16.If any section,paragraph,clause or provision of
this resolution shall be held invalid,the invalidity of such section,
paragraph,clause or provision shall not affect any of the remainingprovisionsofthisresolution.
78 May 23,1989---cont
Section 17.All resolutions and orders or parts thereof in
conflict with the provisions of this resolution are,to the extent ofsuchconflict,hereby repealed.
Section 18.This resolution shall be in full force and effect
immediately upon its adoption and approval,as provided by law.
Passed and approved this 23rd day of May,1989.
This being the time and place specified for taking action on the
proposal to enter into a loan agreement,the C17rk announced
that no written objections had been placed ?n f:le.~fuereuDon,
the Mayor called for any written or oral obJectlons and there
was.none.
After due consideration and discussion,Counci~Member ~oifeldt
introduced the following resolution and moved lts adoptlon~_
seconded by Council Member Brown.The Mayor put the guestlon
upon the adoption of said resolution,and the roll belng called,
the following Council Members voted:
Ayes:
Nays:
Barrett,Brown,Gruber,Hoifeldt,Scott
None recorded
~ereupon,the Mayor declared the resolution duly adopted as
hereinafter set out.
107RESOLUTIONNO.
Resolution approving and authorizing a Loan Agreement and providing for
the issuance and securing the payment of $500,000 water Revenue Notes
WHEREAS,the City of Waukee,in the County of Dallas,State of
Iowa (hereinafter referred to as the "City"),did heretofore establish
a Municipal waterworks System in and for the City (hereinafter referred
to as the "Utility")which has continuously supplied water and water
service in and to the City and its inhabitants since its establishment;and
WHEREAS,the man~gement and control -of the Utility are vested in
the Council,and no board of trustees exists for this purpose;and
WHEREAS,the City has heretofore proposed to contract indebtedness
and enter into a loan agreement in an aggregate principal amount of
$500,000 (the "Loan Agreement")to provide funds to pay a portion of
the cost of constructing improvements and extensions to the Utility
(the "Project"),including the refunding of outstanding Warrants
previously issued by the City to pay costs in connection therewith,and
has published notice of the proposed action and has held a hearingthereon;and
WHEREAS,pursuant to a resolution (the "Series 1976 Bond
Resolution"),adopted and approved by the Council on May 17,1976,the
City issued $75,000 Water Revenue Bonds,Series 1976,dated April 1,
1976,all of which currently remain outstanding (the "Series 1976Bonds");and
WHEREAS,pursuant to a resolution (the "Series 1979A Bond
Resolution"),adopted and approved by the Council on August 27,1979,
the City issued $71,000 Water Revenue Bonds,Series 1979A,dated August
1,1979,of which $30,000 currently remain outstanding (the "Series1979ABonds,i);and
WHEREAS,pursuant to a resolution (the "Series 1979B Bond
Resolution"),adopted and approved by the Council on August 27,1979,
the City issued $189,000 Water Revenue Bonds,Series 1979B,dated
August 1,1979,of which $60,000 currently remain outstanding (the"S~ries 1979B Bonds");and
I
I
I
I
Hay 23,1989---cont
WHEREAS,the Series 1976 Bond Resolution,the Series 1979A Bond
Resolution and the Series 1979B Bond Resolution are sometimes
hereinafter collectively referred to as the "outstanding Bond
Resolutions,"and the Series 1976 Bonds,the Series 1979A Bonds and the
Series 1979B Bonds are sometimes hereinafter collectively referred toasthe"OUtstanding Bonds";and
WHEREAS,in and by the OUtstanding Bond Resolutions,the right was
reserved to the City to authorize,issue and deliver additional water
revenue bonds ranking on a parity with the OUtstanding Bonds under the
conditions and restrictions set forth in the outstanding Bond
Resolutions;
NOW,THEREFORE,Be It Resolved by the City Council of the City of
waukee,Iowa,as follows:
Section 1.It is hereby determined that the City shall enter into
the Loan Agreement with R.G.Dickinson &Co.,Des Moines,Iowa,as
lender (the "Lender")in substantially the form attached hereto
providing for a loan to the City in the amount of $500,000,at a
discount of $10,000,for the purpose as set forth in the preamblehereof.
The Mayor and City Clerk are authorized and directed to sign
the Loan Agreement on behalf of the City,and the Loan Agreement is
hereby approved.
Section 2.Water'Revenue Notes (the "Notes")are hereby
authorized to be issued in evidence of the obligation of the City under
the Loan Agreement,in the total aggregate principal amount of
$500,000,to be dated June 1,1989,in the denomination of $5,000
each,or any integral multiple thereof,maturing on June 1 in each
of the years,in the respective principal amounts and bearing interest
at the respective rates,as follows:
Interest InterestPrincipalRatePerPrincipalRatePerYearAmountAnnumYearAmountAnnum
1990 $10,000 7.10%1997 $40,000 7.15%1991 $15,000 7.10%1998 $40,000 7.25%1992 $15,000 7.10%1999 $45,000 7.35%1993 $15,000 7.10%2000 $50,000 7.45%1994 $35,000 7.10%2001 $50,000 7.55%1995 $35,000 7.10%2002 $55,000 7.65%1996 $35,000 7.10%2003 $60,000 7.75%
Bankers Trust Company,Des Moines,Iowa,is hereby designated as
the Registrar and Paying Agent for the Notes and may be hereinafter
referred to as the "Registrar"or the "Paying Agent".
The City reserves the right to prepay part or all of the Notes
maturing in each of the years 1998 to 2003,inclusive,prior to and in
inverse order of maturity on June 1,1997,or on any interest
payment date'thereafter upon terms of par and accrued interest.If
less than all of the Notes of any like maturity are to be redeemed,the
particular part of those Notes to be redeemed shall be selectee?by the
Registrar by lot.The Notes may be called in part in one or more units
of $5,000.If less than the entire principal amount of any Note in a
denomination of more than $5,000 is to be redeemed,the Registrar will
issue and deliver to the registered owner thereof,upon surrender of
such origina,l Note,a new Note or Notes,in any authorized
denomination,in a total aggregate principal amount equal to the
unredeemed balance of the original Note.Notice of such redemption as
aforesaid identifying the Note or Notes (or portion thereof)to be
redeemed shall be mailed by certified mail to the registered owners
thereof at the addresses shown on the City's registration books not
less than 30 nor more than 45 days prior to such redemption date.All
of such Notes as to which the City reserves and exercises the right of
redemption and as to which notice as aforesaid shall have been given
and for the redemption of which funds are duly provided,shall cease to
bear interest on the redemption date.
79
80 l1ay 23,19G9--cotlt
The Notes shall be fully registered as to principal and interest
in the names of the owners on the registration books of the City kept
by the Registrar,and after such registration,payment of the principal
and interest thereof shall be made only to the registered owners,their
legal representatives or assigns.Each Note shall be transferable .•1.'....without cost to the registered owner thereof only upon the
registration books of the City upon presentation to the Registrar,
together with either a written instrument of transfer satisfactory to
the Registrar or the assignment form thereon completed and duly
executed by the registered owner or the duly authorized attorney for
such registered owner.
All of the interest on the Notes shall be payable December 1,
1989,and semiannually thereafter on the first day of June and December
in each year.Payment of interest on the Notes shall be made to the
registered owners appearing on the registration books of the City at
the close of business on the fifteenth day of the month next preceding
the interest payment date and shall be paid by check or draft mailed to
the registered owners at the addresses shown on such registration
books.Principal of the Notes shall be payable in lawful money of the
united states of America to the registered owners or their legal
representatives upon presentation and surrender of the Note or Notes at
·the office of the Paying Agent.
The Notes shall be executed on behalf of the City with the
official manual or facsimile signature of the Mayor and attested by the
official manual or facsimile signature of the City Clerk and shall have
the City's seal impressed or printed thereon,and shall be fully
registered Notes without interest coupons.The issuance of the Notes
shall be recorded in the office of the City Treasurer,and the
certificate on the back of each Note shall be executed with the
official manual or facsimile signature of the City Treasurer.In case
any officer whose signature or the facsimile of whose signature appears
on the Notes shall cease to be such officer before the'delivery of such
Notes,such signature or such facsimile signature shall nevertheless be.
valid and sufficient for all purposes,the same as if such officer had
remained in office until delivery.
The Notes shall not be valid or become obligatory for any purpose
until the Certificate of Authentication thereon shall have been signed
by the Registrar.
All of the Notes and the interest thereon are payable from the
same source and rank on a parity with the outstanding Bonds,and the
Notes and the outstanding Bonds,together with any additional
obligations as may be hereafter issued and outstanding from time to
time ranking on a parity therewith under the conditions set forth
herein (which additional obligations are hereinafter sometimes referred
to as "parity Obligations"),shall be payable solely from the Sinking
Fund hereinafter referred to and shall be a valid claim of the owners
thereof only against said fund.None of the Notes shall be a general
obligation of the City,nor 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 of the utility to be sufficient for
the payment in whole or in part of the Notes and the interest thereon;
but the Notes,together with the OUtstanding Bonds and any Parity
Obligations,shall be payable both as to principal and interest solely
and only from the future Net Revenues of the utility pledged therefor
as hereinafter provided.
The record and identity of the owners of the Notes shall be kept
confidential as provided by Section.22.7 of the Code of Iowa.
Section 3.The Notes shall be in substantially the form set forth
as Exhibit A to the Loan Agreement attached hereto and shall be
executed as herein provided as soon after the adoption of this
resolution as may be possible and thereupon they shall be delivered to
the Registrar for registration,authentication and delivery to the
Lender,upon receipt of the loan proceeds,and all action heretofore
taken in connection with the Loan.Agreement is hereby ratified and
confirmed in all respects.The loan proceeds,exclusive of any accrued
interest,shall be used to pay costs of the Project,including the
1
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-81Hay23,1989":--cont
refunding of the warrants,and any unexpended bala~ce of the lo~n
proceeds remaining thereafter plus a~y amount :ec~~ved by the ~~ty as
accrued interest shall be converted ~nto the S~nk~ng Fund here~nafter
referred to and used to pay interest on the Notes on the first interest
payment date.
Section 4.So long as any of the Notes,Outstanding Bonds or
any parity Obligations are outsta~d~ng,the City s~a~l continue to,
maintain the utility in good cond~t~on,and the ut~l~ty shall cont~nue
to be operated in an efficient manner,and at a reason~ble ~ost as a
revenue producing undertaking.The c~ty shall establ~sh,~mpose,
adjust and provide for the collection of rates to be charged to
customers of the utility,including the City,to produce gross revenues
(hereinafter sometimes referred to as the "Gross Revenues")at least
sufficient to pay the expenses of operation and maintenance of the
utility,which shall include salaries,wages,cost of ma~ntenance and
operation,materials,supplies,i~surance ~nd all other ~tems,normally
included under recognized account~ng pract~ces (but does not ~nclude
allowances for depreciation in the valuation of physical property)
(which such expenses are hereinafter sometimes referred to as the
"Operating Expenses")and to leave a balance of net revenues (herein
referred to as the "Net Revenues")equal to at least 125 per cent of
the annual payments of principal of and interest on the Notes,the
outstanding Bonds and any other parity Obligations,outstanding from
time to time,and sufficient to maintain a reas~nable reser,:,efor the
payment of such principal and interest,as here~nafter prov~ded.
Section 5.The provisions,covenants,undertakings and
stipulations for the operation of the utility and for the collection,
application and use of the Gross Revenues and income from such
operation,as set forth in the Outstanding Bond Resolutions shall inure
and appertain to the Notes to the same extent and with like force and
effect as if herein set out in full,except only insofar as the same
may be inconsistent with this resolution.
Section 6.The provisions of the Outstanding Bond Resolutions,
with respect to the issuance of additional water revenue bonds ranking
on a parity with the Outstanding Bonds,are hereby recognized and,for
the purpose of demonstrating compliance with the terms of the
outstanding Bond Resolutions,it is hereby determined that the Notes
are water revenue bonds within the meaning of the Outstanding Bond
Resolutions and Division V of Chapter 384 of the Code of Iowa,but they
are referred to herein and shall be designated as water Revenue Notes.
In further compliance with the Outstanding Bond Resolutions it is
hereby found,declared and certified that the Net Revenues of the
utility for the fiscal year which ended June 30,1988,were equal to at
least 125 per cent of the maximum total amount of principal and
interest due in any fiscal year for the Outstanding Bonds and the Notesissuedhereunder.
Section 7.The provisions in and by the Outstanding Bond
Resolutions,whereby there has been created and is to be maintained a
special fund (the "Revenue Fund")into which the Gross Revenues of the
utility are to be deposited and used in maintaining and operating the
Utility,are hereby ratified and confirmed,and from and after the
issuance of the Notes and throughout the time any of the Notes,
Outstanding Bonds or any Parity Obligations are outstanding,the Gross
Revenues of the utility shall continue to be set aside into the Revenue
Fund and used as aforesaid,and after payment of the proper necessary
maintenance and operation expenses,the remaining Net Revenues,to the
extent hereinafter provided,shall be used to pay interest on and
principal of the Outstanding Bonds,the Notes and any parity
Obligations and to maintain a reserve therefor.
Section 8.The p~ovisions in and by the Outstanding Bond
Resolutions,whereby there has been created and is to be maintained a
"waterworks Revenue Bond Sinking Fund"(herein referred to as the
"Sinking Fund"),and for the payment into said fund from the future Net
Revenues of the utility such portion thereof as will be sufficient to
pay the interest on and principal of the Outstanding Bonds,are all
.hereby ratified and confirmed,and all such provisions shall inure and
constitute the security for the payment of the interest on and
principal of the Notes hereby authorized as may be outstanding from
time to time;provided,however,that on the first day of each month of
each year the minimum amount to be set aside and paid into the SinkingFundshallbenotlessthanasfollows:
Commencing June 1,1989,and continuing thereafter a su
equal t?1/?th of the interest coming due on the n~xt m
succeedl~g lnterest payment date on all of the then
outstandlng Notes,Outstanding Bonds and Parity Obligations
plus a sum equal to 1/12th of the principal coming due on
all such Notes,Outstanding Bonds and Parity Obligations 0thenextsucceedingprincipalpaymentdate;n
8211ay 23,1989--co tit
provided,however,that no further payments need be made into the
Sinking Fund when and so long as the amount therein is sufficient to
retire all of the Notes,the Outstanding Bonds and any Parity
Obligations then outstanding which are payable from the Sinking Fund
and to pay all interest to become due thereon prior to such retirement,or if provision for such payment has been made.
Whenever Parity Obligations are issued under the conditions and Irestrictionshereinaftersetforth,provisions shall be made for
additional payments to be made into the Sinking Fund for the purpose of ..
paying the interest on and principal of such Parity Obligations.
All such payments into the Sinking Fund shall be made in equal
monthly installments on the first day of each month,except that when
the first day of any month shall be a Sunday or a legal holiday,then
such payments shall be made on the next succeeding secular day,and
that portion of the Net Revenues on deposit in the Sinking Fund shall
be used solely and only and are hereby pledged for the purpose of
paying principal of and interest on the Notes,the Outstanding Bonds
and any Parity Obligations as the same shall become due and payable.
If at any time there be a failure to pay into the Sinking Fund the full
amount above stipulated,then an amount equivalent to the deficiency
shall be paid into the Sinking Fund from the Net Revenues of the
utility as soon as available,and the same shall be in addition to the
amounts otherwise required to be so set apart and paid into the SinkingFund.
Section 9.The provlslons in and by the Outstanding Bond
Resolutions,whereby there has been created and is to be maintained a
separate reserve equal to two years of interest on the outstanding
Bonds to be used,if necessary,for the payment of principal of and
interest on the outstanding Bonds,are all hereby ratified and
confirmed,and all funds being so held by the City shall be deposited
into a separate fund which is hereby created and which shall be known
as the "Principal and Interest Reserve Account"(the "Reserve
Account").From and after the issuance of the Notes,the payments
required by the outstanding Bond Resolutions to provide a reserve for
the outstanding Bonds shall continue to be made but shall be set apart
and deposited into the Reserve Account until there has been accumulated
in the Reserve Account,exclusive of the reserve requirement for the
Notes hereinafter provided for,an amount equal to two years of
interest on the outstanding Bonds.In addition to such accumulated
reserve required by the outstanding Bond Resolutions,and in order to
provide a reserve for the Notes,there shall be set apart and paid from
legally available funds of the City at the time of the delivery of the INotesasumequalto$45,000,which sum shall remain on deposit in the
Reserve Account until all of the Notes have been paid as to both .
principal and interest or until provision for such payment has been .
made.All moneys on deposit in the Reserve Account shall be used .
and are hereby pledged to the payment of the principal of and interest
an hat ohly the Outstanding Bonds,but also the Notes and any Parity
Obligations outstanding from time to time whenever for any reason the
funds on deposit in the Sinking Fund are insufficient to pay such
principal and interest when due.Whenever the sum on deposi~in said
Account has been reduced to less than the total amounts requlred
hereunder by the expenditure of all or a portion of su7h fU~ds for any
of the purposes described herein,there shall be d~poslted.ln the
Reserve Account the remaining Net Revenues after flrst maklng the
required deposits into the Sinking Fund,until the sum on deposit in
the Reserve Account has been restored to the required amounts.
I
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83Hay23,1989--cont
Section 10.There shall be and there is hereby created a special
fund to be known and designated as the Surplus Fund into which there
shall be set apart and paid all of the Net Revenues remaining after
first making the required payments into the Sinking Fund and the
Reserve Account,and after the Reserve Account contains the required
amounts.All moneys credited to the Surplus Fund shall be transferred
and credited to the Sinking Fund whenever necessary to prevent or
remedy a default in the payment of the principal of or interest on the
Notes and any Parity Obligations or shall be transferred and credited
to the Reserve Account whenever any deficiency may exist in the ReserveAccount.
As long as both the Sinking Fund and the Reserve Account have the
full amounts required to be deposited therein by this resolution,any
balance in the Surplus Fund may be made available to the City as the
Council,or such other duly constituted body as may then be charged withtheoperationoftheutility,may from time to time direct.
Section 11.All moneys held in any fund created or to be
maintained under the terms of this resolution shall be deposited in
lawful depositories of the City and continuously held and secured as
provided by the laws of the State of Iowa relating to the depositing,
securing and holding of public funds.All interest received by the
City as a result of investments under this section shall be considered
to constitute Gross Revenues of the utility and shall be deposited in
or transferred to the Revenue Fund and used solely and only for the
purposes specified herein for such fund.The City hereby covenants and
agrees that no such investment shall ever be made so as to cause the
interest on the Notes to become taxable as "arbitrage bonds"pursuant
to the provisions of the Internal Revenue Code of 1986.
Section 12.The City hereby covenants and agrees with the owner
or owners of the Notes,OUtstanding Bonds and Parity Obligations,
or any of them,that from time to time may be outstanding,that it will
faithfully and punctually perform all duties with reference to the
utility required and provided by the Constitution and laws of the State
of Iowa,that it will segregate the Gross Revenues of the utility and
make application thereof in accordance with the provisions of this
resolution and that it will not sell,lease or in any manner dispose of
the utility or any part thereof,including any and all extensions and
additions that may be made thereto,until all of the Notes,Outstanding
Bonds a~d Parity Obligations shall have been paid in full,both
principal and interest,or unless and until provisions shall have been
made for the payment of said Notes,OUtstanding Bonds and Parity
Obligations and interest thereon in full;provided,however,thpt t~e
City may~dispose of any property which in the jUdgmen~of the counc71,
or the duly constituted body as may then be charged wlth the operatlon
of the utility,is no longer useful or profitable,in the operation of
the utility nor essential to the continued operatlon thereof and when
the sale thereof will not operate to reduce the revenues to be derlved
from the operation of the utility.
Section 13.Upon a breach or default of a term of ~he Notes,
Outstanding Bonds or Parity Obligations an~this re~olutlo~,a
proceeding may be brought in law or in equlty by sUlt,actlon or
mandamus to enforce and compel performance of the duties required under
the terms of this resolution and Division V,of Chapter,384 of the Code
of Iowa or an action may be brought to obtaln the appolntment of a
receiver to take possession of and operate the utility and to perform
the duties required by this resolution and Division V of Chapter 384 of
the Code of Iowa.
Section 14.The Notes,the OUtstanding Bonds or any Parity
Obligations shall not be entitled to priority orpreferenc~?ne over
the other in the application of the Net Revenues of the utlllty
regardless of the time or times of the issuance of suc~Note~,the
Outstanding Bonds or parity Obligations,it being the ln~entlon that
there shall be no priority among the Notes,the outstandlng Bonds or
Parity Obligations,regardless of the fact t~at they maY,have been
actually issued and delivered at different tlmes.The Clty hereby
covenants and agrees th0t so long as anY,of the Note~,the OUtstanding
Bonds or Parity ObligatJ.ons are out.st.andi.nq and unpa.i.d,no other bonds
or obligations payable from the Net Reve~u~s of the utility ~ill,be
issued except upon the basis of such ad~ltlonal bonds or obllgatlons
beinq sublect to the priority and securlty for payme~t of any Notes,
The amount of Gross Revenues of the utility shall be adjusted for
the purpose of the foregoing computations by an independent consulting
engineer,not a regular employee of the City,so as to reflect any
revision in the schedule of rates and charges being imposed at the time
of the issuance of any such Parity Obligations.
Obligations issued to refund any of the Notes,Outstanding Bonds
or Parity Obligations shall not be subject to the foregoing
restrictions,provided the Notes,outstanding Bonds or Parity
Obligations being refunded mature within three (3)months of the date
of such refunding and no other funds are available to pay such maturing
Notes,Outstanding Bonds or Parity Obligations,but otherwise any
Parity Obligations shall only be issued subject to the restrictions ofthisresolution.
84 May 23.1989~~~cont
Outstanding Bonds or Parity obligatio~s then out~t~nding;provided,
however,that the City reserves the rlght and prlvllege of lssuing
additional obligations from time to time payable from the Net Reve~ues
of the utility and ranking on a parity with the Notes and Outstandlng
Bonds (herein referred to as "parity Obligati~n~")in order to p~y the
cost of improvements and extensions to the utlllty or for re~u~dlng any
bonds or obligations payable from the Net Revenues of the utlllty,but
only if the officially reported Net Reven~es of the ~tility for the
last preceding calendar or fiscal year prlor to the lssu~nce of such
Parity Obligations (with adjustments as hereinafter provlded)were
equal to at least 125%of the average amount of.principa~and interest
that will become due in any subsequent year durlng the Ilfe of the then
outstanding Notes,outstanding Bonds and,parity.Obl~gations,for all of
the Notes,the Outstanding Bonds and parlty Obllgatlons the~
outstanding and the Parity obligations then proposed to be lss~ed;and
provided also that the interest payment dates for any such Parlty
Obligations shall be semiannually on the first day of,June a~d D~cember
of each year and the principal maturities of such parl~Y ?bllg~tlons 1
shall be on June 1 of any year in which any of such prlnclpal lS .:.
scheduled to become due.
Section 15.The City agrees that so long as any of the Notes,
OUtstanding Bonds or Parity Obligations remain outstanding,it will
maintain insurance for the benefit of the owners of the Notes,
OUtstanding Bonds and Parity Obligations on the insurable portions of
the utility of a kind and in an amount which usually would be carried
by private companies or municipalities engaged in a similar type of
business.The City will keep proper books of record and account,
separate from all other records and accounts,showing the complete and
correct entries of all transactions relating to the utility,and that
the owners of any of the Notes,the Outstanding Bonds or any Parity
Obligations shall have the right at all reasonable times to inspect the
utility and all records,accounts and data of the City relatingthereto.
Section 16.The provisions of this resolution shall constitute a
contract between the City and the owners of the Notes,the Outstanding
Bonds and Parity Obligations as may from time to time be outstanding,
and after the issuance of the Notes,no change,variation or alteration
of any kind of the provisions of this resolution shall be made which .1willadverselyaffecttheownersoftheNotes,the Outstanding Bonds or
parity Obligations until all of the potes,Outstanding Bonds and Parity
Obligations and the interest thereon shall have been paid in full,except as hereinafter provided.
The owners of two-thirds (2/3)in principal amount of the Notes,
the Outstanding Bonds and parity Obligations at any time outstanding
(not including in any case any obligations which may then be held or
owned by or for the account of the City,but including such obligations
as may be issued for the purpose of refunding any of the Notes,
Outstanding Bonds or Parity Obligations if such obligations shall not
then be owned by the City)shall have the right from time to time to
consent to and approve the adoption by the City of a resolution or
resolutions modifying or amending any of the terms or provisions
contained in this resolution;provided,however,that this resolution
may not be so modified or amended in such manner as to:
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May 23,1989--cont 85
(a)Make any change in the maturity or redemption terms
of the Notes,outstanding Bonds or Parity Obligations.
(b)Make any change in the rate of interest borne by any
of the Notes,Outstanding Bonds or parity Obligations.
(c)Reduce the amount of the principal payable on any Notes,
Outstanding Bonds or Parity Obligations.
(d)Modify the terms of payment of principal of or interest
on the Notes,outstanding Bonds or Parity Obligations,or any
of them,or impose any conditions with respect to such payment.
(e)Affect the rights of the owners of less than all of
the Notes,outstanding Bonds or Parity Obligations then
outstanding.
(f)Reduce the percentage of the principal amount of the
Notes,Outstanding Bonds or Parity Obligations,the consent of
the owners of which shall be required to effect a further
modification.
Whenever the City shall propose to amend or modify this resolution
under the provisions of this section,it shall (1)prior to the
publication of the notice hereinafter provided for in (2),cause notice
of the proposed amendment to be mailed to each of the owners of the
Notes,outstanding Bonds and Parity obligations at the addresses
appearing on the registration books of the City and also to the Lender,
and (2)cause notice of the proposed amendment to be published one time
in a newspaper published and/or having a general circulation in the
City of Waukee,Iowa.Such notice shall briefly 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.
If the owners of at least two-thirds (2/3)in aggregate principal
amount of the Notes,the OUtstanding Bonds and parity Obligations
outstanding at the time of the adoption of such amendatory resolution
shall have consented to and approved the adoption thereof as herein
provided,no owner of any Notes,Outstanding Bonds or parity
Obligations shall have any right or interest to object to the adoption
of such amendatory resolution or to object to any of the terms or
provisions therein contained or to the operation thereof or to enjoin
or restrain the City from taking any action pursuant to the provisions
thereof.
Any consent given by the owners of a Note,outstanding Bond or
'arity Obligation pursuant to the provisions of this section shall be
rrevocable for a period of six (6)months from the date of such
onsent and shall be conclusive and binding upon all future owners of
1e same Note,outstanding Bond or parity Obligation during such
~riod.Such consent may be revoked at any time after six (6)months
:om the date of such consent by the owner who gave such consent or.by
successor in title,but such revocation shall not be effective if the
ners of two-thirds (2/3)in aggregate principal amount of the Notes,
tstanding Bonds and parity Obligations outstanding as in this section
fined shall have,prior to the attempted revocation,consented to and
~roved the amendatory resolution referred to in such revocation.
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
persons 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.
Section 17.It is the intention of the City that interest on the
Notes be and remain excluded from gross income for federal income tax
purposes pursuant to the appropriate provisions of the Internal Revenue
Code of 1986,as amended,and the Treasury Regulations in effect with
respect thereto (all of the foregoing herein referred to as the
"Internal Revenue Code").In furtherance thereof the City covenants to
comply with the provisions of the Internal Revenue Code as they may
from time to time be in effect or amended and further covenants to
,86 Hay 23,'l989--cont
comply with applicable future laws,regulations,published rulings and
court decisions as may be necessary to insure that the interest on the
Notes will remain excluded from gross income for federal income tax
purposes.Any and all of the officers of the City are hereby
authorized and directed to take any and all actions as may be necessary
to comply with the covenants herein contained.
The City hereby designates the Notes as "Qualified Tax Exempt
Obligations"as that term is used in Section 265(b)(3)(B)of theInternalRevenueCode.
Section 18.If any section,paragraph,clause or provision of
this resolution shall be held invalid,the invalidity of such section,
paragraph,clause or provision shall not affect any of the remainingprovisionsofthisresolution.
Section 19.All resolutions and orders or parts thereof in
conflict with the provisions of this resolution are,to the extent ofsuchconflict,hereby repealed.
Section 20.This resolution shall be in full force and effect
immediately upon its adoption and approval,as provided by law.
Passed and approved this 23rd day of May,1989.
Moved by Scott,second by Gruber,to adopt the following resolution:
RESOLUTION NO,108
WHEREAS,the City of Waukee has initiated the marketing of 500,000
Water Revenue Notes and now anticipates the settlement of that
financing to be not later than July 1,1989
BE IT NOW RESOLVED by the City Council of Waukee,Iowa to extend
to maturity of $325,000 Bond Anticipation Notes due June 1,1989
to July 1,1989 under the same terms and conditions
A roll call vote was taken as follows:
Ayes:
Nays:
Scott,Hoifeldt,Gruber,Brown,Barrett
None recorded
Moved by Scott,second by Barrett,to purchase a trencher for $22,080
from Ditch Witch,A roll call vote was taken as follows:
Ayes:
Nays:
Barrett,Hoifeldt,Brown,Scott
Gruber
Moved by Scott,second by Barrett,to approve the bid of Avitt Electric
in the amount of $7450,00 for Walnut Ridge street lights.A roll call
vote was taken as follows:
Ayes:
Nays:
Scott,Brown,Barrett
Gruber,Hoifeldt
This bid does not include resodding,
110ved by Gruber,second by Brown,to adopt the 'follmving res'elution:
RESOLUTION NO.109
RESOLUTION ACCEPTING MARY ANN ESTATES PLAT (3),A SUBDIVISION
OF THE CITY OF WAUKEE,DALLAS COUNTY,IOWA
WHEREAS,Woodwright Construction Company has presented a final Plat
(3)to Waukee Planning and Zoning Commission and the Waukee Planning
and Zoning Comraission has approved this Plat (3)on May 23,1989,and
WHEREAS,the City of Waukee,at a special Council meeting on May 23,
1989,approved final Plat (3),Mary Ann Estates,Waukee,Iowa,Dallas
County.
A roll call vote was taken as follows:
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May 23,1989---cont 87
Ayes':
Nays:
Scott,Gruber,Brown,Hoifeldt,Barrett
None recorded
This approval is subject to the completion of the 2 punchlist items
on the City Engineer's letter by September 1,1989 and submittal of
the appropriate maintenance bond for the water,sewer and storm sewer
improvemen ts .
Mayor Rosenkranz presented "Citizen of the Year"awards to George
Kramer and the-family of Gordon Christianson.
Moved by Gruber,second by Brown,to adjourn at 7:40 p.m.Carried
5 to O.
Meeting adjourned.
June.13,1989
The regular D.eeting of the Haukee City Council was called to order
on June 13,1939 at 7:35 p.m.with Mayor Floyd Rosenkranz presiding.
A roll call of members was held as follows:Present--Scott,Hoifeldt,
Barrett.Absent--Gruber and Brown.
The following guests and staff were present:Howard and Vivian Wilson,
Larry Oetting,Ben Phillips,Dan Olson,Dennis Spencer,Verle Smith,
E John Morris,Ken Mitchell,Mike Clayton,Don Gehrke,Virginia Clark,
Dean Davis,Rex Downard,Tim Wagner,Rick Ross,Hendy Hansen-Wagner,
Jack Wearmouth,Brian Redshaw,Al 11unsterman,Ann Ford,Rev.Roy Ives,
Dick Applegate,Chuck Denton,Caroly Weienith,Paul Huscher,Jeff
Abbas,LaDonna Gratias,Don Bassett,Bob Evans,Nick Gruber,Don
Hens on,and Harvin Cros s .
MOved by Hoifeldt,second by Barrett,to approve the minutes of May
9 and 23.Carried 3 to O.
Ken Mitchell spoke to the Council and demonstrated compost recycling
fencing.This will be discussed at the next regular meeting.
Carolyn \veienith of Iowa Realty spoke regarding co-op advertising
promotoing natural gas,housing projects and the City.The city's
share would be approximately $280.60 (1 time charge).Chuck Denton
of Northern Natural Gas spoke in favor of this type of advertising.
HO'Ted by Hoifeldt,second by Barrett,to spend $280.00 for co-op
advertising.A roll call vote was held as follows:
Ayes:Barrett
Nays:Scott,Hoifeldt
Absent:Gruber,Brown
.Motion failed.
Dan Olson,city manager of Clive,and Dennis Spencer of Snyder &
Associates spoke in referece to the paving project on l42nd St.
Moved by Hoifeldt,second by Scott,to enter into an agreement viith
Cl5.ve for $36,300.00 for 954'of paving on 142nd St.at no interest
for 10 years,subject to obtaining easement.A roll call vote was
held as follows:
Ayes:Scott,Uoifeldt,Barrett
Nays:None recorded
Absent:Gruber,Brown
Diane Battani was not present as had been on the agenda.
Larry Oetting spoke regarding the 6th Street repair near Cherry.
He is still having house vibrations and reported that several of
his neighbors have the same problem.The Council directed that patrol
on 6th Street is to be incr4ased and Al 11unsterman is to look into
the street problem and report back.