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HomeMy WebLinkAbout1999-03-01-Resolutions 99-23_Bonds - Special Assessment Sewer Loan Agr - IssuanceRESOLUTION NO.99-23 Authorizing and approving a Loan Agreement and providing for the issuance of $289,000 Special Assessment Sewer Improvement Notes IWHEREAS,heretofore and in strict compliance with the provisions of Chapter 384 of the Code of Iowa,the City Council of the City of Waukee,in Dallas County,Iowa (the "City"), confirmed,levied and certified for collection to the County Treasurer of Dallas County special assessments on various lots and tracts of land within the City by reason of the City's University Avenue Trunk Sewer Project (the "Project"),such assessments totaling the sum of $927,210.34; and WHEREAS,up to and including February 28,1999,$556,712.83 of such assessments were paid,leaving a balance of assessments outstanding and unpaid as of such date in the amount of $370,497.51;and WHEREAS,$50,060.09 of such outstanding special assessments are against property owned by the City;there are no unpaid assessments of less than $50 each;there are no assessments appealed from;there are no unpaid assessments on property on which there are outstanding tax sale certificates;there are no unpaid assessments on property on which there is a suspension of the collection of taxes;and there are no unpaid assessments on agricultural property for which deferments have been requested,leaving a balance of assessments in the amount of $320,437.42 which are against private property and remain outstanding and unpaid; and 1WHEREAS,pursuant to the provisions of Section 384.24A of the Code of Iowa,notice duly published and hearing held thereon,the City has heretofore determined to enter into a loan agreement (the "Loan Agreement")and borrow money in the principal amount of $289,000 to provide funds to pay the cost,to that extent,of constructing the Project,including the refunding of outstanding Warrants previously issued by the City to pay costs in connection therewith; NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee,Iowa, as follows: Section 1.The City hereby determines to enter into the Loan Agreement with Ruan Securities Corporation,Des Moines,Iowa,as lender (the "Lender"),in substantially the form as has been placed on file with the Council,providing for a loan to the City in the principal amount of $289,000,at a discount of $-0-,for the purpose or purposes set forth in the preamble hereof The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City,and the Loan Agreement is hereby approved. Section 2.Special Assessment 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 aggregate principal amount of $289,000,to be dated March 1,1999,in the denomination of $5,000 each,or any integral multiple thereof,maturing on December 1 in each of the years,in the respective principal amounts and bearing interest at the respective rates,as follows:I Principal Interest Rate Principal lnterest Rate Year Amount Per Annum Year Amount Per Annum 1999 $24,000 4.50%2004 $30,000 4.80% 2000 $25,000 4.60%2005 $30,000 4.85% 2001 $30,000 4.65%2006 $30,000 4.90% 2002 $30,000 4.70%2007 $30,000 5% 2003 $30,000 4.75%2008 $30,000 5.05% Bankers Trust Company of 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 2000 to 2008,inclusive,prior to and in order of maturity on or within 45 days after December 1 in each of the years 1999 to 2007,inclusive,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 60 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 1,1999,and annually thereafter on the first day of 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 with 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 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.ITheNotesshallbefullyregisteredastoprincipalandinterestinthenamesoftheowners on the registration books of the City kept by the Registrar,and after such registration,payment of the principal thereof and interest thereon shall be made only to the registered owners or their legal representatives or assigns.Each Note shall be transferable 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 ofthe owners of the Notes shall be kept confidential as provided by Section 22.7 of the Code ofIowa. Section 3.Notwithstanding anything above to the contrary,the Notes shall be issued initially as Depository Bonds,with one fully registered Note for each maturity date,in principal amounts equal to the amount of principal maturing on each such date,and registered in the name of Cede &Co.,as nominee for The Depository Trust Company,New York,New York ("DTC"). On original issue,the Notes shall be deposited with DTC for the purpose of maintaining a book- entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants").In the event that DTC determines not to continue to act as securities depository for the Notes or the City determines not to continue the book-entry system for recording ownership interests in the Notes with DTC,the City will discontinue the book-entry system with DTC.If the City does not select another qualified 1 securities depository to replace DTC (or a successor depository)in order to continue a book- entry system,the City will register and deliver replacement notes in the form of fully registered . certificates,in authorized denominations of $5,000 or integral multiples of $5,000,in accordance with instructions from Cede &Co.,as nominee for DTC.In the event that the City identifies a qualified securities depository to replace DTC,the City will register and deliver replacement notes,fully registered in the name of such depository,or its nominee,in the denominations as set forth above,as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment,and in such event,such depository will then maintain the book- entry system for recording ownership interests in the Notes. Ownership interest in the Notes may be purchased by or through Participants.Such Participants and the persons for whom they acquire interests in the Notes as nominees will not receive certificated Notes,but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Notes,which will be confirmed in accordance with DTC's standard procedures.Each such person for which a Participant has an interest in the Notes,as nominee,may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC,which may affect such person,forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for I whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. As used herein,the term "Beneficial Owner"shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Notes. DTC will receive payments from the City,to be remitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners.The ownership interest of each Beneficial Owner in the Notes will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book-entry system kept by DTC. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners,such reference shall only relate to those permitted to act (by statute, regulation or otherwise)on behalf of such Beneficial Owners for such purposes.When notices are given,they shall be sent by the City to DTC,and DTC shall forward (or cause to be forwarded)the notices to the Participants so that the Participants can forward the same to the Beneficial Owners. Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the Notes acquired. Transfers of ownership interests in the Notes will be accomplished by book entries made by DTC and the Participants who act on behalf of the Beneficial Owners.Beneficial Owners will not receive certificates representing their ownership interest in the Notes,except as specifically provided herein.Interest and principal will be paid when due by the City to DTC,then paid by DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners. Section 4.The Notes shall be in substantially the following form: (Form of Note) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DALLAS CITY OF WAUKEE SPECIAL ASSESSMENT SEWER IMPROVEMENT NOTE (UNIVERSITY AVENUE TRUNK SEWER PROJECT) No._$~~~- RATE MATURITY DATE NOTE DATE CUSIP March 1,1999 The City of Waukee (the "City"),in the County of Dallas,State of Iowa,for value received,promises to pay on the maturity date of this Note to or registered assigns,the principal sum of DOLLARS in lawful money of the United States of America upon presentation and surrender of this Note at the office of Bankers Trust Company,Des Moines,Iowa (hereinafter referred to as the "Registrar"or the "Paying Agent"),with interest on said sum,until paid,at the rate per annum specified above from the date of this Note,or from the most recent interest payment date on which interest has been paid,on December 1 of each year,commencing December 1,1999, except as the provisions hereinafter set forth with respect to redemption prior to maturity may bel or become applicable hereto.Interest on this Note is payable to the registered owner 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 owner at the address shown on such registration books. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar. This Note is one of a series of notes (the "Notes")issued by the City to evidence its obligation under a certain Loan Agreement,dated as of March 1,1999 (the "Loan Agreement"), entered into by the City for the purpose of providing funds to pay a portion of the cost of constructing its University Avenue Trunk Sewer Project (the "Project"),including the refunding of Warrants previously issued by the City to pay costs in connection therewith. The cost of the Project,specially assessed,is payable by the properties benefitted by the Project and is made by law a lien upon all such property benefitted thereby.The amount so levied upon the property is payable in ten equal annual installments with interest on all deferred payments,and this Note is payable only out of the special assessment fund created by the collection of said special tax,which fund cannot be used for any other purpose so long as this Note or any of the Notes are outstanding and unpaid. The Notes are issued pursuant to and in strict compliance with the provisions of Chapter ) 384 of the Code of Iowa,1997,and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the City Council authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of the Notes (the "Resolution"),and reference is hereby made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of the Notes and the rights of the owners of the Notes. The City reserves the right to prepay part or all of the Notes maturing in each of the years 2000 to 2008,inclusive,prior to and in order of maturity on or within 45 days after December 1 in each of the years 1999 to 2007,inclusive,upon terms of par and accrued interest.Ifless 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 60 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. This Note is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Registrar,after which no transfer shall be valid unless made on said books and then only upon presentation of this Note to the Registrar,together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City,the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof,premium,if any,and interest due hereon and for all other purposes,and the City,the Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified and Recited that all acts,conditions and things required by the laws and Constitution of the State of Iowa,to exist,to be had,to be done or to be performed precedent to and in the issue of this Note were and have been properly existent,had,done and performed in regular and due form and time;and that for the assessment,collection and payment hereon of the aforesaid special tax,the full faith and diligence of the City are hereby irrevocably pledged. IN TESTIMONY WHEREOF,the City of Waukee,Iowa,by its City Council,has caused this Note to be sealed with the facsimile of its official seal,to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk,all as of March 1,1999. CITY OF WAUKEE,IOWA By (Facsimile Signature) Mayor Attest: (Facsimile Signature) City Clerk (Seal) Registration Date:(Closing Date) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Note is one of the Notes described in the within-mentioned Resolution. BANKERS TRUST COMPANY Des Moines,Iowa Registrar By (S ignatnre) Authorized Officer ABBREVIATIONS The following abbreviations,when used in this Note,shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TENENT TEN -as tenants in common -as tenants by the entireties -as joint tenants with right of survivorship and not as tenants in common UTMA --,,-----,:--_ As Custodian for _:;:-::,------;--_ (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. ASSIGNMENT For valuable consideration,receipt of which is hereby acknowledged,the undersigned assigns this Note to (please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint ,Attorney,to transfer this Note on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: (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 signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.) NOTICE:The signature to this Assignment must correspond with the name of the registered owner as it appears on this Note in every particular,without alteration or enlargement or any change whatever. 1 ) I Section 5.The Notes 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. Section 6.There is hereby established a special fund to be known as the "University Avenue Trunk Sewer Project Note Fund"(the "Special Assessment Note Fund"),and all money collected on the outstanding special assessments hereinabove referred to shall be paid into the Special Assessment Note Fund and used for the purpose of paying the principal of and interest on the Notes as they severally mature and for no other purpose,except that after all of the Notes and the interest thereon have been paid, any excess of the proceeds from such special assessments may be credited to the fund from which deficiencies for the Project,if any,could have been paid,as provided in Section 384.68(5)of the Code of Iowa.Any amount received by the City as accrued interest on the Notes shall be deposited into the Special Assessment Note Fund and used to pay interest on the Notes due on the first interest payment date. 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 the 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 the Internal Revenue Code. Section 8.Continuing Disclosure.The Securities and Exchange Commission (the "SEC")has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R.§240.15c2-12)(the "Rule")that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless,before submitting a bid or entering into a purchase contract for the bonds,it has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule. The principal amount of the Notes is less than $1,000,000.The City hereby represents that it has not issued within the six months before the date of issuance of the Notes,and that it reasonably expects that it will not issue within six months after the date of issuance of the Notes,other securities of the City of substantially the same security and providing financing for the same general purpose or purposes as the Notes. Consequently,this Council hereby finds that the Rule is inapplicable to the Notes, because the aggregate principal amount of the Notes and any other securities required to be integrated with the Notes under the Rule is less than $1,000,000. 1 Section 9.All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved March 1,1999.~&~or,Donald L.Bailey,Jf. Attest: etterman,City Clerk ROLL CALL VOTE AYES NAYS JNicholasC.Gruber X Marvin Berger X Robyn S.Heath X BillPeard X Larry Lyon X 1