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HomeMy WebLinkAbout2009-04-20-Resolutions 09-98_Bonds - Sewer Special Assessment Series 2009 - IssuanceRESOLUTION 09-98 RESOLUTION PROVIDING FOR THE ISSUANCE OF $362,000 SEWER SPECIAL ASSESSMENT IMPROVEMENT BONDS, SERIES 2009 WHEREAS,on,the City of Waukee,Iowa,entered into contract with Ellingson Companies of West Concord,MI,for the construction of the paying costs of the Issuer's Southfork and Walnut Ridge Sanitary Sewer Project hereinafter sometimes referred to as the "project",within the City;and WHEREAS,the construction ofthe project has been completed and was,by resolution of this Council duly passed and approved on January 5,2009,accepted as having been constructed in accordance with the plans,specifications and contract;and WHEREAS,the Council did on January 5,2009 ,by a resolution duly adopted, levy and assess a special tax on all of the abutting and adj acent property within the benefited area of the Southfork and Walnut Ridge Sanitary Sewer Project,for paying costs of the Issuer's Southfork and Walnut Ridge Sanitary Sewer Project,and against the owners thereof in the sum of $1,291,262.48,being the portion of the cost of the improvement assessable against benefited property,and a certificate of the levy of tax, certified as correct by the Clerk,has been filed with the official of Dallas County,Iowa designated by law to receive the filing and to cause the assessments to be collected;and WHEREAS,of the aforesaid assessment of tax there remain unpaid following the initial collection period assessments,after provision for a default fund,in total sum not less than the principal amount of the Bonds hereinafter authorized as to the legality or regularity of the assessment of which no appeals have been taken,and which assessments are payable in equal annual installments payable during the month of September in each year;and WHEREAS,it is necessary that Bonds be issued in anticipation of the collection of unpaid special assessments in order to provide funds for the present payment of the proper costs of the project. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WAUKEE,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: -1- o "Bonds"shall mean $362,000 Sewer Special Assessment Improvement Bonds,Series 2009,authorized to be issued by this Resolution. o "Issuer"and "City"shall mean the City of Waukee,Iowa. o "Paying Agent"shall mean City Clerk 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 they shall become due. o "Project Fund"or "Construction Account"shall mean the fund required to be established by this Resolution for the deposit of the proceeds of the Bonds. o "Rebate Fund"shall mean the fund so defined in and established pursuant to the Tax Exemption Certificate. o "Registrar"shall mean City Clerk of Waukee,Iowa,or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Bonds.Unless otherwise specified,the Registrar shall also act as Transfer Agent for the Bonds. U "Resolution"shall mean this resolution authorizing the issuance of the Bonds. o "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. o "Treasurer"shall mean the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Bonds issued hereunder. Section 2.Assessments.The assessments heretofore levied on the property subject to assessment for the construction of the project and benefited by the improvement heretofore authorized and ordered to be made are directed to be paid in equal annual installments in the same marmer as the September semiannual payment of ordinary taxes beginning with the installment due on . Unpaid assessments and each installment thereof shall be payable at the office of the County Treasurer on or before the time above set forth,and each installment shall include interest on the unpaid balance of the assessment from and after the date of -2- acceptance of the improvements for which the assessment is made,not only until paid but also until December 1st following the date on which payment is made for the amount of the installments,at the rate of nine per centum per annum,with the September payment of ordinary taxes in each year,and the Connty Treasurer shall compute and shall collect the interest computed to the 1st day of December next succeeding the maturity of the installments. Section 3.Application of Bond Proceeds.Proceeds ofthe Bonds other than accrued interest except as may be provided below shall be credited to the Project Fund and expended therefrom for the purposes of issuance.Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Bonds at any time that other funds shall be insufficient to the purpose,in which event such funds shall be repaid to the Project Fund at the earliest opportunity,Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law or this Resolution.Accrued interest,if any,shall be deposited in the Bond Fund. Section 4.Bond Details,Execution and Registration. (a)Bond Details.In anticipation of the collection of the several instalhnents of the assessments and in order to provide presently for the necessary funds to pay a part of the cost of the construction of the project,Sewer Special Assessment Improvement Bonds,Series 2009 of the City in the amount of $362,000 shall be issued pursuant to the provisions of Section 384.68 of the City Code of Iowa.The Bonds shall be designated "SEWER SPECIAL ASSESSMENT IMPROVEMENT BONDS,SERIES 2009",be dated May 5,2009,and bear interest from the date thereof,until payment thereof,payable at the office of the Paying Agent.Interest shall be payable December 1,2009 and annually 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 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.The Bonds shall be numbered from 1 to ,both numbers inclusive and shall be in the denomination of $1,000 or multiples thereof each.The Bonds shall mature and bear interest as follows: Interest Principal Maturity Rate Amount December 1st 2.3%$27,000 2009 2.45%$29,000 2010 -3- 2.60% 2.75% 2.95% 3.25% 3.50% 3.80% 4.15% 4.55% $31,000 $33,000 $35,000 $37,000 $39,000 $41,000 $44,000 $46,000 2011 2012 2013 2014 2015 2016 2017 2018 (b)Redemption.All Bonds maturing may be called for redemption by the Issuer and paid before maturity from any funds regardless of source,in whole or from time to time in part,in the order of their maturity on on any interest payment date by giving thirty days'notice of redemption by ordinary mail,to the registered owner of the Bond.A copy of the notice of redemption may also be given,by ordinary mail,to the original purchaser of the Bonds.The terms of redemption shall be par,plus accrued interest to date of call. Section 5.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.Registration is to be noted on the reverse side of the bonds by City Clerk,who is hereby appointed as Bond Registrar under the terms of this Resolution.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 and Section 384.68(2)of the Code of Iowa,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 attomey 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 Bond, -4- the Registrar shall note the transfer on the back of the Bond and deliver the Bond to the new owner or as otherwise directed by him.If necessary,the Registrar shall cause to be prepared a new Bond which may be substituted for the old Bond which shall be cancelled. (c)Registration of Transferred Bonds.In all cases of the transfer of the Bonds, the Registrar shall register the Bonds at the earliest practicable time,on the Registration Books,in accordance with the provisions of this Resolution. (d)Ownership.As to any Bond,the person in whose name the ownership shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner 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 ofthe 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 fumished 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 beld 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. -5- Section 6.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,number 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 fumishing 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 7.Record Date.Payments of principal and interest,otherwise than upon full redemption,made in respect of any Bond,shall be made to the registered holder thereof or to their designated agent appearing on the books of the Registrar on the15th day preceding the payment date.Such payments shall fully discharge the obligations of the Issuer respecting the Bonds to the extent of the payments made.Payment of principal shall only be made upon surrender of the Bond to the Paying Agent. Section 8.Execution,Authentication and Delivew of the Bonds.Upon the adoption of this Resolution,the Mayor and City Clerk shall execute and deliver the Bonds to the Registrar,who shall authenticate the Bonds and deliver the Bonds to or upon order of the 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 9.FOtm of Bond.Bonds shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: -6- (6)(6) (7)(8) (1) (2)(3)(4)(5) (9) (9a) (10) (Continued on the back of this Bond) (11)(12)(13)(14)(15) FIGURE 1 (Front) -7- (10) (Continued) (16) FIGURE 2 (Back) -8- The text of the bonds to be located thereon at the item numbers shown shall be as follows: Item 1,figure 1 ="STATE OF IOWA" "COUNTY OF DALLAS" "CITY OF WAUKEE" "SEWERSPECIAL ASSESSMENT IMPROVEMENT BONDS,SERIES,2009" Item 2,figure 1 Item 3,figure 1 Item 4,figure 1 Item 5,figure 1 Item 6,figure 1 Item 7,figure 1 Item 8,figure 1 Rate:% Maturity:_ Dated May 5,2009 Cusip No.:_ Registered Bond No._ Principal Amount:_ Item 9,figure 1 The City of Waukee,Iowa,a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State ofIowa (the "Issuer"),for value received,promises to pay from the source and as hereinafter provided,on the maturity date indicated above,to Item 9A,figure 1 =the owner of record of this Bond (noted on the reverse hereof) or registered assigns Item 10,figure 1 =the principal sum of (Principal amount written out) THOUSAND DOLLARS in lawful money of the United States of America,on the maturity date shown above,only upon presentation and surrender hereof at the office of City Clerk,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, 2009,and annually thereafter on the l st day of December in each year. Interest and principal shall be paid to the registered owner ofthe Bond as shown by the records of ownership maintained by the Registrar as of the 15th day preceding the due date.Interest shall be computed on the basis ofa 360-day year of twelve 30-day months. This Bond is issued pursuant to the provisions of Section 384.68 of the City Code ofIowa,for the purpose of paying costs of the Issuer's Southfork and Walnut Ridge Sanitary Sewer Project,in conformity to a Resolution of the City Council of the Issuer duly passed and approved,the terms of which moeincorporated herein by reference. -9- This Bond is one of a series of bonds of like tenor and date,except maturity and interest rate,numbered from 1 to 10 ,both numbers inclusive,in the amount of $1 ,000 or multiples theeof,and is issued for the plUlJose of defraying a part of the cost of construction ofthe Issuer's Southfork and Walnut Ridge Sanitary Sewer Project within the City,which cost is payable by the benefited property abutting and adjacent to the improvement project and made by law a lien on all the property.The assessment is payable in equal annual installments with interest on all deferred payments at the rate of per centum per annum.This Bond and the issue of which it is a part are payable only out of the Fund created by the collection of the special tax,and the Fund can be used for no other purpose. Bonds,may be called for redemption by the Issuer and paid before maturity from any funds regardless of source,in whole or from time to time in part,in the order of their maturity on any interest payment date by giving thirty days'notice of redemption by ordinary mail,to the registered owner of the Bond.A copy of the notice of redemption may also be given,by ordinary mail,to the original purchaser of the Bonds.The terms of redemption shall be par,plus accrued interest to date of call. This Bond is registered as to ownership of principal and interest in the name of the holder on the books of the Issuer in the office of the Registrar,such registration to be endorsed by notation on the back hereof by the Registrar,after which no transfer shall be valid unless made on the books and similarly noted hereon.City Clerk of Waukee,Iowa has been appointed to serve as Registrar of this Bond.Issuer reserves the right to substitute the Registrar and Paying Agent but shall,however,promptly give notice to the registered bondholders of such change.All Bonds shall be negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.68(2)of the Code ofIowa, subject to the provisions for registration and transfer contained in the Bonds and in the Bond Resolution. This Bond is a "qualified tax-exempt obligation"designated by the City for purposes of Section 265(b )(3)(B)of the Intemal Revenue Code of 1986. It is hereby certified and recited that all the acts,conditions and things requisite, according to the laws and constitution ofthe State ofIowa,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 and the Resolution,and for the assessment, collection and payment hereon of the special tax,the full faith and diligence of the City of Waukee,Iowa,are hereby irrevocably pledged. IN TESTIMONY WHEREOF,the Issuer by its Council,has caused this Bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its Clerk,with the seal of the City printed hereon,and to be authenticated by the -10- manual signature of an authorized representative of the Registrar,City Clerk,Waukee, Iowa. Item 11,figure 1 =Date of authentication: Item 12,figure 1 =This is one of the Bonds described in the within mentioned Resolution,as registered by City Clerk. CITY CLERK By: Registrar Item 13,figure 1 Registrar and Transfer Agent:City Clerk Paying Agent:City Clerk Item 14,figure 1 =(Seal) Item 15,figure 1 [Signature Block] CITY OF WAUKEE,IOWA By:(facsimile signature) Mayor ATTEST: By:(facsimile signature) City Clerk Item 16,figure 2 =A separate Assignment of this Bond may be made in writing substantially in the form below: ASSIGNMENT For value received,the undersigned hereby sells,assigns and transfers unto (Name of Transferee)(Social Security or Tax Identification No.) the Sewer Special Assessment Improvement Bonds,Series 2009 of the City of Waukee, Iowa,dated May 5,2009,Number ,and does hereby irrevocably constitute and appoint (City Clerk of Waukee,Iowa) attorney in fact to transfer the Bond on the books kept for registration of the Bond,with full power of substitution in the premises. -11- Dated ----l.(""D""at""e:.L)_ (Signature of registered ownensj) (person(s)executing this Assiglilllent sign(s)here) SIGNATURE) GUARANTEED)(See note below) IMPORTANT -READ CAREFULLY The signature(s)to this Power must correspond with the name(s)as written upon the back of the 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. Item 18,figure 2 =[Information Required for Registration--Printer to Provide as Many Lines as Practicable] REGISTRATION OF OWNERSHIP Date of Registration Signature of In Whose Name Registered Registrar INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address ofTransferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual*Corporation _ -12- Partnership Trust _ *Ifthe 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 back 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 right of survivorship as not as tenants in common IA UNIF TRANS MIN ACT -..........Cnstodian .......... (Cust)(Minor) under Iowa Uniform Transfers to Minors Act..... (State) Section 10.Contract Between Issuer and Purchaser.This Resolution constitutes a contract between the City and the purchaser of the Bonds. All sums collected as payment of principal installments of the assessments or interest thereon shall be placed in a trust fund and applied to the payment of the Bonds and interest thereon in the order of maturity.Any sums accumulated in the trust fund in excess of the annual requirements of principal and interest falling due in any year shall be applied to the can and redemption prior to maturity of such additional Bonds as may be retired within the available amounts. Any amounts on hand in the trust fund may be invested for the benefit of the fund in direct obligations of the United States Govemment for a period not exceeding twelve months and in no event maturing later than three days prior to the maturity date of the Bonds falling due in the calendar year of their receipt. Section 11.Non-Arbitrage Covenants.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 l48(a)and (b)ofthe Internal Revenue Code of the United States,and that throughout the term of the Bonds it will comply with the requirements ofthe statute and regulations issued therennder. 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. Section 12.Severability Clause.If any section,paragraph,clause or provision of this Resolution be held invalid,such invalidity shall not affect any of the remaining provisions hereof,and this Resolution shall become effective innnediately upon its passage and approval. Section 13.Additional Covenants,Representations and Wananties 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 marmer;and (f)if deemed necessary or advisable by its officers,to employ and pay fiscal agents,fmancial advisors,attomeys and other persons to assist the Issuer in such compliance. Section 14.Amendment of Resolution to Maintain Tax Exemption.This Resolution may be amended without the consent of any owner of the Bonds if,in the opinion of bond counsel,such amendment is necessary to maintain tax exemption with respect to the Bonds under applicable Federal law or regulations. Section 15.Qualified Tax-Exempt Obligations.For the sole purpose of qualifying the Bonds as "Qualified Tax Exempt Obligations"pursuant to the Intemal Revenue Code of the United States,the Issuer designates the Bonds as qualified tax- exempt obligations and represents that the reasonably anticipated amount of tax exempt governmental obligations which will be issued during the current calendar year will not exceed Thirty (30)Million Dollars. -14- Section 16.Repeal of Conflicting Resolutions or Ordinances.That all ordinances and resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed. PASSED AND APPROVED this 20th day of April,2009. ATTEST: ROLL CALL VOTE Donald L.Bailey,Jr. Casey L.Harvey C.Isaiah McGee Darlene Stanton Mike Watts AYE NAY ABSENT X ABSTAIN X X X X -15-