HomeMy WebLinkAbout2009-04-06-Resolutions 09-80_Bonds - GO CLN Series 2009A - IssuanceRESOLUTION 09-80
RESOLUTION APPROVING AND AUTHORIZING A FORM OF
LOAN AGREEMENT AND AUTHORIZING AND PROVIDING FOR
THE ISSUANCE OF $1,055,000 GENERAL OBLIGATION CAPITAL
LOAN NOTES,SERIES 2009A,AND LEVYING A TAX TO PAY THE
NOTES
WHEREAS,the Issuer is duly incorporated,organized and exists under and by
virtue of the laws and Constitution of the State ofIowa;and
WHEREAS,the Issuer is in need of funds to pay costs of sewer,water,and storm
sewer utility improvements;street and sidewalk improvements,including grading,paving
and site improvements;and equipping the street department,an essential corporate
purpose,and it is deemed necessary and advisable that a form of Loan Agreement be
approved and authorized and General Obligation Capital Loan Notes,Series 2009A,in
the amount of $1 ,055,000 be issued for said purpose;and
WHEREAS,pursuant to notice published as required by Sections 384.24,384.24A
and 384.25 of said Code,this Council has held a public meeting and hearing upon the
proposal to institute proceedings for the issuance of said Notes,and the Council is
therefore now authorized to proceed with the issuance of$1,055,000 Capital Loan Notes;
and
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WAUKEE,STATE OF IOWA:
Section 1.Definitions.The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
D "Authorized Denominations"shall mean $5,000 or any integral
multiple thereof.
D "Beneficial Owner"shall mean the person in whose name such Note
is recorded as the beneficial owner of a Note by a Participant on the records of
such Participant or such person's subrogee.
D "Cede &Co."shall mean Cede &Co.,the nominee of DTC,and any
successor nominee ofDTC with respect to the Notes.
D "Continuing Disclosure Certificate"shall mean that certain
Continuing Disclosure Certificate executed by the Issuer and dated the date of
issuance and delivery of the Notes,as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
D "Depository Notes"shall mean the Notes as issued in the form of
one global certificate for each maturity,registered in the Registration Books
maintained by the Registrar in the name ofDTC or its nominee.
D "DTC"shall mean The Depository Trust Company,New York,New
York,a limited purpose trust company,or any successor book-entry securities
depository appointed for the Notes.
D "Issuer"and "City"shall mean the City of Waukee,State ofIowa.
D "Loan Agreement"shall mean a Loan Agreement between the Issuer
and a lender or lenders in substantially the form attached to and approved by this
Resolution.
o "Note Fund"shall mean the fund created in Section 4 of this
Resolution.
[I "Notes"shall mean $1,055,000 General Obligation Capital Loan
Notes,Series 2009A,authorized to be issued by this Resolution.
o "Participants"shall mean those broker-dealers,banks and other
financial institutions for which DTC holds Notes as securities depository.
o "Paying Agent"shall mean Bankers Trust Company,N.A.,or such
successor as may be approved by Issuer as provided herein and who shall cany out
the duties prescribed herein as Issuer's agent to provide for the payment of
principal of and interest on the Notes as the same shall become due.
o "Project"shall mean the costs of sewer,water,and storm sewer
utility improvements;street and sidewalk improvements,including grading,
paving and site improvements;and equipping the street department.
D "Project Fund"shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Notes.
o "Rebate Fund"shall mean the fund so defmed in and established
pursuant to the Tax Exemption Certificate.
o "Registrar"shall mean Bankers Trust Company,N.A.of Des
Moines,Iowa,or such successor as may be approved by Issuer as provided herein
and who shall cany out the duties prescribed herein with respect to maintaining a
register of the owners of the Notes.Unless otherwise specified,the Registrar shall
also act as Transfer Agent for the Notes.
o "Representation Letter"shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC on file with DTC.
Il "Resolution"shall mean this resolution authorizing the Notes.
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 Notes.
o "Treasurer"shall mean the Director of Finance or such other officer
as shall succeed to the same duties and responsibilities with respect to the
recording and payment of the Notes issued hereunder.
Section 2.The form of Loan Agreement in substantially the form attached to this
Resolution is hereby approved and is authorized to be executed and issued on behalf of
the Issuer by the Mayor and attested by the City Clerk.
Section 3.Levy and Certification of Annual Tax;Other Funds to be Used.
(a)Levy of Annual Tax.That for the purpose of providing funds to pay the
principal and interest ofthe Notes hereinafter authorized to be issued,there is
hereby levied for each future year the following direct annual tax on all of the
taxable property in the City of Waukee,State ofIowa,to-wit:
AMOUNT
FISCAL YEAR (JULY I TO JUNE 30)
YEAR OF COLLECTION
$161,997*
$161,190
$157,950
$154,710
$156,470
$137,550
$133,675
$134,550
2009/2010
201012011
2011/2012
201212013
201312014
2014/2015
2015/2016
201612017
*Payable from cash on hand.
(NOTE:For example the levy to be made and certified against the taxable
valuations of January 1,2008,will be collected during the fiscal year commencing
July I,2009).
(b)Resolution to be Filed With County Auditor.A certified copy of this
Resolution shall be filed with the Auditor of Dallas County,Iowa and the Auditor
is hereby instructed in and for each of the years as provided,to levy and assess tbe
tax hereby authorized in Section 3 of this Resolution,in like manner as other taxes
are levied and assessed,and such taxes so levied in and for each of the years
aforesaid be collected in like manner as other taxes of the City are collected,and
when collected be used for the purpose of paying principal and interest on said
Notes issued in anticipation of the tax,and for no other purpose whatsoever.
(c)Additional City Flmds Available.Principal and interest corning due at anytime
when the proceeds of said tax on hand shall be insufficient to pay the same shall
be promptly paid when due from current funds of the City available for that
purpose and reimbursement shall be made from such special fund in the amounts
thus advanced.
Section 4.Note Fund.Said tax shall be assessed and collected each year at the
same time and in the same manner as,and in addition to,all other taxes in and for the
City,and when collected they shall be converted into a special fund within the Debt
Service Fund to be known as the "GENERAL OBLIGATION CAPITAL LOAN NOTE
FUND NO.I"(the "Note Fund"),which is hereby pledged for and shall be used only for
the payment of the principal of and interest on the Notes hereinafter authorized to be
issued;and also there shall be apportioned to said fund its proportion of taxes received by
the City from property that is centrally assessed by the State of Iowa.
Section 5.Application of Note Proceeds.Proceeds of the Notes other than accrued
interest except as may be provided below shall be credited to the Project Fund and
expended therefrom for the purposes of the Project.Any amounts on hand in the Project
Fund shall be available for the payment of the principal of or interest on the Notes at any
time that other funds 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 Note Fund.
Section 6.Investments of Note Fund Proceeds.All moneys held in the Note Fund
and the Project Fund,shall be invested in investments permitted by Chapter 12B,Code of
Iowa,2009 (formerly Chapter 452,Code ofIowa,as amended)or deposited in financial
institutions which are members of the Federal Deposit Insurance Corporation and the
deposits in which are insured thereby and all such deposits exceeding the maximum
amount insured from time to time by FDIC or its equivalent successor in anyone
financial institution shall be continuously secured in compliance with the State Sinking
Fund provided under Chapter 12C of the Code ofIowa,2009,as amended or otherwise
by a valid pledge of direct obligations of the United States Govermnent having an
equivalent market value.All such interim investments shall mature before the date on
which the moneys are required for payment of principal of or interest on the Notes as
herein provided.
Section 7.Note Details,Execution and Redemption.
(a)Note Details.General Obligation Capital Loan Notes,Series 2009A,of the
City in the total amount of $1,055,000,shall be issued to evidence the obligations
of the Issuer under the Loan Agreement pursuant to the provisions of Sections
384.24,384.24A,and 384.25 of the City Code ofIowa,as amended,for the
aforesaid purpose.The Notes shall be issued in one or more series and shall be on
a parity and secured equally and ratably from the sources provided in Section 3 of
this Resolution.The Notes shall be designated "$1,055,000 GENERAL
OBLIGATION CAPITAL LOAN NOTES,SERIES 2009A",be dated April 28,
2009,and bear interest from the date thereof,until payment thereof,at the office
of the Paying Agent,said interest payable on December 1,2009,and semiannually
thereafter on the 1st day of June and December in each year until maturity at the
rates hereinafter provided.
The Notes shall be executed by the manual or facsimile signature of the
Mayor and attested by the manual or facsimile signature of the City Clerk,and
impressed or printed with the seal of the City and shall be fully registered as to
both principal and interest as provided in this Resolution;principal,interest and
premium,if any,shall be payable at the office of the Paying Agent by mailing of a
check to the registered owner of the Note.The Notes shall be in the denomination
of $5,000 or multiples thereof and shall mature and bear interest as follows:
Principal Interest Maturity
Amount Rate June 1st
$130,000 2.400%2010
$135,000 2.400%20ll
$135,000 2.400%2012
$135,000 2.400%2013
$140,000 2.800%2014
$125,000 3.100%2015
$125,000 3.300%2016
$130,000 3.500%2017
(b)Redemption.The Notes are not subject to redemption prior to maturity.
Section 8.Issuance of Notes in Book-Entry Form;Replacement Notes.
(a)Notwithstanding the other provisions of this Resolution regarding
registration,ownership,transfer,payment and exchange of the Notes,unless the Issuer
determines to permit the exchange of Depository Notes for Notes in the Authorized
Denominations,the Notes shall be issued as Depository Notes in denominations of the
entire principal amount of each maturity of Notes (or,if a portion of said principal
amount is prepaid,said principal amount less the prepaid amount);and such Depository
Notes shall be registered in the name of Cede &Co.,as nominee ofDTC.Payment of
semi-annual interest for any Depository Note shall be made by wire transfer or New York
Clearing House or equivalent next day funds to the account of Cede &Co.on the interest
payment date for the Notes at the address indicated in or pursuant to the Representation
Letter.
(b)With respect to Depository Notes,neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence,neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i)the accuracy of the
records ofDTC or its nominee or of any Participant with respect to any ownership
interest in the Notes,(ii)the delivery to any Participant,any Beneficial Owner or any
other person,other than DTC or its nominee,of any notice with respect to the Notes,(iii)
the payment to any Participant,any Beneficial Owner or any other person,other than
DTC or its nominee,of any amount with respect to the principal of,premium,if any,or
interest on the Notes,or (iv)the failure ofDTC to provide any information or notification
on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as,and deem DTC
or its nominee to be,the absolute owner of each Note for the purpose of payment of the
principal of,premium,if any,and interest on such Note,for the purpose of all other
matters with respect to such Note,for the purpose of registering transfers with respect to
such Notes,and for all other purposes whatsoever (except for the giving of certain
Noteholder consents,in accordance with the practices and procedures ofDTC as may be
applicable thereto).The Paying Agent shall pay all principal of,premium,if any,and
interest on the Notes only to or upon the order of the Noteholders as shown on the
Registration Books,and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to the principal of,premium,if any,and
interest on the Notes to the extent so paid.Notwithstanding the provisions of this
Resolution to the contrary (including without limitation those provisions relating to the
surrender of Notes,registration thereof,and issuance in Authorized Denominations),as
long as the Notes are Depository Notes,full effect shall be given to the Representation
Letter and the procedures and practices ofDTC thereunder,and the Paying Agent shall
comply therewith.
(c)Upon (i)a determination by the Issuer that DTC is no longer able to carry
out its functions or is otherwise determined unsatisfactory,or (ii)a determination by DTC
that the Notes are no longer eligible for its depository services or (iii)a determination by
the Paying Agent that DTC has resigned or discontinued its services for the Notes,if such
substitution is authorized by law,the Issuer shall (A)designate a satisfactory substitute
depository as set forth below or,if a satisfactory substitute is not found,(B)provide for
the exchange of Depository Notes for replacement Notes in Authorized Denominations.
(d)To the extent authorized by law,ifthe Issuer determines to provide for the
exchange of Depository Notes for Notes in Authorized Denominations,the Issuer shall so
notify the Paying Agent and shall provide the Registrar with a supply of executed
unauthenticated Notes to be so exchanged.The Registrar shall thereupon notify the
owners of the Notes and provide for such exchange,and to the extent that the Beneficial
Owners are designated as the transferee by the owners,the Notes will be delivered in
appropriate form,content and Authorized Denominations to the Beneficial Owners,as
their interests appear.
(e)Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent.Any such substitute depository shall be a qualified and registered "clearing
agency"as provided in Section 17A of the Securities Exchange Act of 1934,as amended.
The substitute depository shall provide for (i)immobilization of the Depository Notes,
(ii)registration and transfer of interests in Depository Notes by book entries made on
records of the depository or its nominee and (iii)payment of principal of,premium,if
any,and interest on the Notes in accordance with and as such interests may appear with
respect to such book entries.
Section 9.Registration of Notes;Appointment of Registrar;Transfer;Ownership;
Delivety;and Cancellation.
(a)Registration.The ownership of Notes may be transferred only by the
making of an entry upon the books kept for the registration and transfer of
ownership of the Notes,and in no other way.Bankers Trust Company,N.A.is
hereby appointed as Registrar under the terms of this Resolution and under the
provisions of a separate agreement with the Issuer filed herewith which is made a
part hereof by this reference.Registrar shall maintain the books of the Issuer for
the registration of ownership of the Notes for the payment of principal of and
interest on the Notes as provided in this Resolution.All Notes shall be negotiable
as provided in Article 8 of the Uniform Commercial Code subject to the
provisions for registration and transfer contained in the Notes and in this
Resolution.
(b)Transfer.The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes and only upon
surrender thereof at the office of the Registrar together with an assignment duly
executed by the holder or his duly authorized 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 Note (other than a registered
owner which is the nominee of the broker or dealer in question)is that of a broker
or dealer,there must be disclosed on the Registration Books the information
pertaining to the registered owner required above.Upon the transfer of any such
Note,a new fully registered Note,of any denomination or denominations
permitted by this Resolution in aggregate principal amount equal to the unmatured
and unredeemed principal amount of such transferred fully registered Note,and
bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
(c)Registration of Transfe1Ted Notes.In all cases of the transfer of the
Notes,the Registrar shall register,at the earliest practicable time,on the
Registration Books,the Notes,in accordance with the provisions of this
Resolution.
(d)Ownership.As to any Note,the person in whose name the ownership of
the same shall be registered on the Registration Books of the Registrar shall be
deemed and regarded as the absolute owner thereof for all purposes,and payment
of or on account of the principal of any such Notes and the premium,if any,and
interest thereon shall be made only to or upon the order of the registered owner
thereof or his legal representative.All such payments shall be valid and effectual
to satisfy and discharge the liability upon such Note,including the interest thereon,
to the extent of the sum or sums so paid.
(e)Cancellation.All Notes which have been redeemed shall not be reissued
but shall be cancelled by the Registrar.All Notes which are cancelled by the
Registrar shall be destroyed and a certificate of the destruction thereof shall be
furnished promptly to the Issuer;provided that if the Issuer shall so direct,the
Registrar shall forward the cancelled Notes to the Issuer.
(f)Non-Presentment of Notes.In the event any payment check representing
payment of principal of or interest on the Notes is returned to the Paying Agent or
if any Note is not presented for payment of principal at the maturity or redemption
date,if funds sufficient to pay such principal of or interest on Notes shall have
been made available to the Paying Agent for the benefit of the owner thereof,all
liability of the Issuer to the owner thereof for such interest or payment of such
Notes shall forthwith cease,terminate and be completely discharged,and
thereupon it shall be the duty ofthe Paying Agent to hold such funds,without
liability for interest thereon,for the benefit of the owner of such Notes who shall
thereafter be restricted exclusively to such funds for any claim of whatever nature
on his part under this Resolution or on,or with respect to,such interest or Notes.
The Paying Agent's obligation to hold such funds shall continue for a period equal
to two years and six months following the date on which such interest or principal
became due,whether at maturity,or at the date fixed for redemption thereof,or
otherwise,at which time the Paying Agent,shall surrender any remaining funds so
held to the Issuer,whereupon any claim under this Resolution by the Owners of
such interest or Notes of whatever nature shall be made upon the Issuer.
(g)Registration and Transfer Fees.The Registrar may furnish to each
owner,at the Issuer's expense,one Note for each annual maturity.The Registrar
shall finnish additional Notes in lesser denominations (but not less than the
minimum denomination)to an owner who so requests.
Section 10.Reissuance of Mutilated,Destroyed,Stolen or Lost Notes.In case any
outstanding Note shall become mutilated or be destroyed,stolen or lost,the Issuer shall at
the request of Registrar authenticate and deliver a new Note oflike tenor and amount as
the Note so mutilated,destroyed,stolen or lost,in exchange and substitution for such
mutilated Note to Registrar,upon surrender of such mutilated Note,or in lieu of and
substitution for the Note destroyed,stolen or lost,upon filing with the Registrar evidence
satisfactory to the Registrar and Issuer that such Note has been destroyed,stolen or lost
and proof of ownership thereof,and upon fumishing the Registrar and Issuer with
satisfactory indenmity 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 II.Record Date.Payments of principal and interest,otherwise than upon
full redemption,made in respect of any Note,shall be made to the registered holder
thereof or to their designated Agent as the same appear on the books of the Registrar on
the 15th day preceding the payment date.All such payments shall fully discharge the
obligations of the Issuer in respect of such Notes to the extent of the payments so made.
Payment of principal shall only be made upon surrender of the Note to the Paying Agent.
Section 12.Execution,Authentication and Delivew of the Notes.The Mayor and
Clerk shall execute and deliver the Notes to the Registrar,who shall authenticate the
Notes and deliver the same to or upon order of the Purchaser.No Note shall be valid or
obligatory for any purpose or shall be entitled to any right or benefit herennder nnless the
Registrar shall duly endorse and execute on such Note a Certificate of Authentication
substantially in the form of the Certificate herein set forth.Such Certificate upon any
Note executed on behalf of the Issuer shall be conclusive evidence that the Note so
authenticated has been duly issued under this Resolution and that the holder thereof is
entitled to the benefits of this Resolution.
No Notes shall be authenticated and delivered by the Registrar unless and until
there shall have been provided the following:
1.A certified copy ofthe resolution ofIssuer approving the execution of a
Loan Agreement and a copy of the Loan Agreement;
2.A written order of Issuer signed by the Treasurer directing the
authentication and delivery of the Notes to or upon the order ofthe
Purchaser upon payment of the purchase price as set forth therein;
3.The approving opinion of Ahlers &Cooney,P.C.,Bond Counsel,
concerning the validity and legality of all the Notes proposed to be issued.
Section 13.Right to Name Substitute Paying Agent or Registrar.Issuer reserves
the right to name a substitute,successor Registrar or Paying Agent upon giving prompt
written notice to each registered noteholder.
Section 14.Form of Note.Notes shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
(6)(6)
(7)(8)
(1)
(2)(3)(4)(5)
(9)
(9a)
(10)
(Continued on the back of this Note)
(11)(12)(13)(14)(15)
FIGURE 1
(Front)
(10)
(Continued)
FIGURE 2
(Back)
(16)
The text of the Notes to be located thereon at the item numbers shown shall be as
follows:
Item 1,figure 1=
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=
"STATE OF IOWA"
"COUNTY OF DALLAS"
"CITY OF WAUKEE"
"GENERAL OBLIGATION CAPITAL LOAN NOTE"
"SERIES 2009A"
"ESSENTIAL CORPORATE PURPOSE"
Rate:_
Maturity:_
Note Date:April 28,2009
CUSIP No.:_
"Registered"
Certificate No._
Principal Amount:$,_
Item 9,figure 1=The City of Waukee,State ofIowa,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 =(Registration panel to be completed by Registrar or Printer
with name of Registered Owner).
Item 10,figure 1 =or registered assigns,the principal sum of (Principal anlOlmt
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 Bankers Trust Company,N.A.,Des Moines,Iowa,Paying Agent of this issue,
or its successor,with interest on said sum from the date hereof until paid at the rate per
annum specified above,payable on December 1,2009,and semiannually thereafter on
the 1st day of June and December in each year.
Interest and principal shall be paid to the registered holder of the Note as shown
on the records of ownership maintained by the Registrar as of the 15th day preceding
such interest payment date.Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.
This Note is issued pursuant to the provisions of Sections 384.24,384.24A,and
384.25 of the City Code ofIowa,for the purpose of paying costs of sewer,water,and
storm sewer utility improvements;street and sidewalk improvements,including grading,
paving and site improvements;and equipping the street department,and in order to
evidence the obligations of the Issuer uuder a certain Loan Agreement dated the date
hereof,in conformity to a Resolution of the Council of the Issuer duly passed and
approved.For a complete statement of the revenues and funds from which and the
conditions under which this Note is payable,a statement of the conditions under which
additional Notes of equal standing may be issued,and the general covenants and
provisions pursuant to which this Note is issued,reference is made to the above described
Loan Agreement and Resolution.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company,a limited purpose trust company ("DTC"),to the Issuer or its
agent for registration of transfer,exchange or payment,and any certificate issued is
registered in the name of Cede &Co.or such other name as requested by an authorized
representative ofDTC (and any payment is made to Cede &Co.or to such other Issuer as
is requested by an authorized representative ofDTC),ANY TRANSFER,PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof,Cede &Co.,has an interest
herein.
Ownership of this Note may be transferred only by transfer upon the books kept
for such purpose by Bankers Trust Company,N.A.,the Registrar.Such transfer on the
books shall occur only upon presentation and surrender of this Note at the office of the
Registrar as designated below,together with an assignment duly executed by the owner
hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar.
Issuer reserves the right to substitute the Registrar and Paying Agent but shall,however,
promptly give notice to registered noteholders of such change.All Notes shall be
negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the
provisions for registration and transfer contained in the Note Resolution.
And it is hereby represented and certified that all acts,conditions and things
requisite,according to the laws and Constitution of the State ofIowa,to exist,to be had,
to be done,or to be performed precedent to the lawful issue of this Note,have been
existent,had,done and performed as required by law;that provision has been made for
the levy of a sufficient continuing auuual tax on all the taxable property within the
territory of the Issuer for the payment ofthe principal and interest of this Note as the
same will respectively become due;that the faith,credit,revenues and resources and all
the real and personal property of the Issuer are irrevocably pledged for the prompt
payment hereof,both principal and interest,and the total indebtedness of the Issuer
including this Note,does not exceed the constitutional or statutory limitations.
This Note is a "qualified tax-exempt obligation"designated by the City for
purposes of Section 265(b )(3)(B)of the Internal Revenue Code of 1986.
IN TESTIMONY WHEREOF,the Issuer by its Council,has caused this Note to
be signed by the facsimile signature of its Mayor and attested by the facsimile signature
of its City Clerk,with the seal of said City printed hereon,and to be authenticated by the
manual signature of an authorized representative of the Registrar,Bankers Trust
Company,N.A.,Des Moines,Iowa.
Item 11,figure 1 =
Item 12,figure 1
Date of authentication:
This is one of the Notes described in the within mentioned
Resolution,as registered by Bankers Trust Company,N.A.
BANKERS TRUST COMPANY,N.A.,Registrar
Des Moines,Iowa 50309
By:--------,---:;----,----:;-::,.,-----------Authorized Signature
Item 13,figure 1 Registrar and Transfer Agent:Bankers Trust Company,N.A.
Paying Agent:Bankers Trust Company,N.A.
SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14,fig me 1
Item 15,figure 1
(Seal)
(Signature Block)
CITY OF WAUKEE,STATE OF IOWA
By:--------'====-===-=-~-------Mayor
(facsimile signature)
ATTEST:
By:--=-,----,------'====-===~-------City Clerk
(facsimile signature)
Item 16,figure 1 =(Assigruuent Block)
(Information Required for Registration)
ASSIGNMENT
For value received,the undersigned hereby sells,assigns and transfers unto
_________(Social Security or Tax Identification No.
_________)this Note and does hereby irrevocably constitute and appoint
--c--c---::-:----:-:--:---attomey in fact to transfer this Note on the books kept for
registration of the within Note,with full power of substitution in the premises.
Dated this day of ,2009.
(Person(s)executing this Assignment
sign(s)here)
SIGNATURE
GUARANTEED
)
)----------------
IMPORTANT -READ CAREFULLY
The signature(s)to this Power must correspond with the name(s)as written upon
the face ofthe certificatets)or Note(s)in every particular without alteration or
enlargement or any change whatever.Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent.Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a recognized
signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)----c--c---c----------------------
Social Security or Tax Identification
Number ofTransferee(s)_
Transferee is a(n):
Individual *
Partnership
Corporation ----------Trust
*Ifthe Note is to be registered in the names of multiple individual owners,the names of
all such owners and one address and social security number must be provided.
The following abbreviations,when used in the inscription on the face of this Note,
shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT -Custodian .
(Cust)(Minor)
Under Iowa Uniform Transfers to Minors Act...
(State)
ADDITIONAL ABBREVIATIONS MAY BE ALSO
USED THOUGH NOT IN THE ABOVE LIST
Section 15.Contract Between Issuer and Purchaser.This Resolution shall
constitute a contract between said City and the purchaser of the Notes.
Section 16.Non-Arbiu'age Covenants.The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the issuance and sale of the
Notes issued hereunder which will cause any of the Notes to be classified as arbitrage
notes within the meaning of Sections l48(a)and (b)of the Internal Revenue Code of the
United States,as amended,and that throughout the term of the Notes it will comply with
the requirements of statutes and regulations issued thereunder.
To the best knowledge and belief of the Issuer,there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Notes will be used in a manner that would cause the
Notes to be arbitrage notes.Without limiting the generality of the foregoing,the Issuer
hereby agrees to comply with the provisions of the Tax Exemption Certificate and the
provisions ofthe Tax Exemption Certificate are hereby incorporated by reference as part
of this Resolution.The Treasurer is hereby directed to make and ins eli all calculations
and determinations necessary to complete the Tax Exemption Certificate in all respects
and to execute and deliver the Tax Exemption Certificate at issuance of the Notes to
certify as to the reasonable expectations and covenants of the Issuer at that date.
Section 17.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 immediately upon its
passage and approval.
Section 18.Continuing Disclosure.The Issuer hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate,and the provisions of the Continuing Disclosure Certificate are hereby
incorporated by reference as part of this Resolution and made a part hereof.
Notwithstanding any other provision ofthis Resolution,failure of the Issuer to comply
with the Continuing Disclosure Certificate shall not be considered an event of default
under this Resolution;however,any holder of the Notes or Beneficial Owner may take
such actions as may be necessary and appropriate,including seeking specific
performance by court order,to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate.For purposes of this Section,"Beneficial Owner"
means any person which (a)has the power,directly or indirectly,to vote or consent with
respect to,or to dispose of ownership of,any Notes (including persons holding Notes
through nominees,depositories or other intermediaries),or (b)is treated as the owner of
any Notes for federal income tax purposes.
Section 19.Additional Covenants,Representations and Warranties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Notes from time
to time outstanding that the Issuer through its officers,(a)will make such further specific
covenants,representations and assurances as may be necessary or advisable;(b)comply
with all representations,covenants and assurances contained in the Tax Exemption
Certificate,which Tax Exemption Certificate shall constitute a part of the contract
between the Issuer and the owners of the Notes;(c)consult with bond counsel (as defmed
in the Tax Exemption Certificate);(d)pay to the United States,as necessary,such sums
of money representing required rebates of excess arbitrage profits relating to the Notes;
(e)file such forms,statements and supporting documents as may be required and in a
timely manner;and (f)if deemed necessary or advisable by its officers,to employ and
pay fiscal agents,financial advisors,attorneys and other persons to assist the Issuer in
such compliance.
Section 20.Amendment of Resolution to Maintain Tax Exemption.This
Resolution may be amended without the consent of any owner of the Notes if,in the
opinion of bond counsel,such amendment is necessary to maintain tax exemption with
respect to the Notes under applicable Federal law or regulations.
Section 21.Qualified Tax-Exempt Obligations.For the sole purpose of qualifying
the Notes as "Qualified Tax Exempt Obligations"pursuant to the Internal Revenue Code
of the United States,the Issuer designates the Notes as qualified tax-exempt obligations
and represents that the reasonably anticipated amount of tax exempt governmental
obligations which will be issued during the current calendar year will not exceed Thirty
(30)Million Dollars.
Section 22.Repeal of Conflicting Resolutions or Ordinances.All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
PASSED AND APPROVED this 6th day of April,2009.
ATTEST:
ROLL CALL VOTE
Donald L.Bailey,Jr.
Casey L.Harvey
C.Isaiah McGee
Darlene Stanton
Mike Watts
AYE
X
X
X
X
X
NAY ABSENT ABSTAIN