HomeMy WebLinkAbout2003-05-19-Resolutions 03-117_Bonds - GO Corp Purpose - IssuanceRESOLUTION NO.03-117
Authorizing and approving a Loan Agreement and providing for the sale
and issuance of $1,240,000 General Obligation Corporate Purpose Bonds
and providing for the levy of taxes to pay the same
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 (the "Loan Agreement")in the principal amount of
$1,240,000 (the "Loan Agreement")to provide funds to pay the cost,to that extent,of
street,sidewalk and sanitary sewer improvements and acquisition of land for the
recreation field complex,in lieu of calling an election upon the question of entering into
the Loan Agreement,has published notice of the proposed action and has held a hearing
thereon,and no petition being filed with the City Clerk of the City asking that the
question of entering into the Loan Agreement be submitted to the registered voters of the
City,the Council may now authorize the Loan Agreement in the amount as published;
and
WHEREAS,pursuant to advertisement of sale,bids for the purchase of
$1,240,000 General Obligation Corporate Purpose Bonds (the "Bonds")to be issued in
evidence of the City's obligation under the Loan Agreement were received and canvassed
on behalf of the City and the substance of such bids noted in the minutes;and
WHEREAS,upon [mal consideration of all bids received for the purchase of the
Bonds,the bid of the UMB Bam"is the best,such bid proposing the lowest interest cost
to the City;
NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee,
Iowa,as follows:
Section 1.The aforesaid bid is hereby accepted,and City shall enter into the
Loan Agreement with the such bidder,as lender (the "Lender"),in substantially the form
as will be placed on file with the City Council,providing for a loan to the City in the
principal amount 0 f $1,240,000,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.The Bonds,dated July 1,2003,maturing on June 1 in each of the )years,in the principal amounts,in the denomination of $5,000 each or any integral
multiple thereof,and bearing interest at the respective rates as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2006 $50,000 2.55 %2012 $105,000 3.15 %
2007 $70,000 2.55 %2013 $110,000 3.25 %
2008 $95,000 2.55 %2014 $115,000 3.30 %
2009 $100,000 2.55 %2015 $120,000 3.40 %
2010 $100,000 2.75 %2016 $125,000 3.50 %
2011 $115,000 3.00 %2017 $135,000 3.60 %
Bankers Trust Company,N.A,Des Moines,Iowa,is hereby designated as the
Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the
"Registrar"or the "Paying Agent".The City shall enter into an agreement (the
"Registrar/Paying Agent Agreement")with the Registrar,in substantially the form as has
been placed on file with the Council;the MayOT and City Clerk are hereby authorized and
directed to sign the Registrar/Paying Agent Agreement on behalf of the City;and the
Registrar/Paying Agent Agreement is hereby approved.
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are hereby awarded and authorized to be issued to the Lender at the price specified in
such bid,together with accrued interest.
Section 3.The form of agreement of sale (the "Sale Agreement")of the
Bonds to the Lender is hereby approved,and the MayOT and City Clerk are hereby
authorized to execute the Sale Agreement for and on behalf of the City.
The City reserves the right to prepay part or all of the Bonds maturing in each of
the years 2011 to 2017,inclusive,prior to and in any order of maturity on June 1,2010,
or on any date thereafter upon terms of par and accrued interest.If less than all of the
Bonds of any like maturity are to be redeemed,the particular part of those Bonds to be
redeemed shall be selected by the Registrar by lot.The Bonds 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
Bonds,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 Bonds (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 Bonds 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.1
All of the interest on the Bonds shall be payable semiannually on the first day of
June and December in each year,commencing December 1,2003.Interest shall be
calculated on the basis of a 360-day year comprised of twelve 30-day months.Payment
of interest on the Bonds 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 a t the addresses shown on such registration books.Principal of the
Bonds 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
Bonds at the office of the Paying Agent.
The Bonds shall bee xecuted 0 n behalf 0 f the City with the 0 fficial manual 0 r
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 Bonds without interest coupons.In case any officer whose
signature or the facsimile of whose signature appears on the Bonds shall cease to be such
officer before the delivery of the Bonds,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 Bonds shall not be valid or become obligatory for any purpose until the
Certificate of Authentication thereon shall have been signed by the Registrar.
The Bonds 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 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 of the owners of the Bonds shall be kept confidential as
provided by Section 22.7 of the Code ofIowa.
Section 4.Notwithstanding anything above to the contrary,the Bonds shall be
issued initially a s Depository Bonds,with one fully registered Bond 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 Bonds 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 Bonds or the City determines not to continue the
book -entry system for recording ownership interests in the Bonds with DTC,the City will
discontinue the book-entry system with DTC.If the City does not select another
qualified securities depository to replace DTC (or a successor depository)in order to
continue a book -entry system,the City will register and deliver replacement bonds in the
form 0 [fully registered certificates,ina uthorized denominations 0 f $5,000 0 r 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 bonds,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 Bonds.I
Ownership interest in the Bonds may be purchased by or through Participants.
Such Participants and the persons for whom they acquire interests in the Bonds as
nominees will not receive certificated Bonds,but each such Participant will receive a
credit balance in the records of DTC in the amount of such Participant's interest in the
Bonds,which will be confirmed in accordance with DTC's standard procedures.Each
such person for which a Participant has an interest in the Bonds,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 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 Bonds.
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 Bonds will be recorded on the records of the
Participants whose ownership interest will be recorded on a computerized book-entry
system kept by DTC.
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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 Bonds
acquired.Transfers of ownership interests in the Bonds 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
Bonds,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 5.The Bonds shall be in substantially the following form:I
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF DALLAS
CITY OF WAUKEE
GENERAL OBLIGATION CORPORATE PURPOSE BOND
No.$,---
RATE MATURITY DATE BOND DATE CUSIP
July 1,2003
The City of Waukee (the "City"),in the County of Dallas,State ofIowa,for value
received,promises to pay on the maturity date of this Bond to
or registered assigns,the principal sum of
DOLLARS
in lawful money of the United States of America upon presentation and surrender of this
Bond at the office of Bankers Trust Company,N.A.,Des Moines,Iowa (hereinafter
referred to as the "Registrar"or the "Paying Agent"),with interest on said s urn,until
paid,at the rate per annum specified above from the date of this Bond,or from the most
recent interest payment date on which interest has been paid,on June 1 and December 1
of each year,commencing December 1,2003,except as the provisions hereinafter set
forth with respect to redemption prior to maturity may be or become applicable hereto.
Interest on this Bond is payable to the registered owner appearing on the registration
books of the City at the close of business on the fifteenth day ofthe month next preceding
the interest payment date,and shall be paid by c heck or draft mailed to the registered
owner at the address shown on such registration books.Interest shall be calculated on the
basis of a 360-day year comprised of twelve 30-day months.
This Bond shall not be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by the Registrar.
This Bond is one of a series of Bonds (the "Bonds")issued by the City to
evidence its obligation under a certain loan agreement,dated as of July 1,2003 (the
"Loan Agreement"),entered into by the City for the purpose of providing funds to pay
costs of street,sidewalk and sanitary sewer improvements and acquisition of land for the
recreation field complex.
The Bonds are issued pursuant to and in strict compliance with the provisions of
Chapter 384 and Chapter 76 of the Code of Iowa,2003,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 Bonds (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 Bonds and the lights of the owners of the Bonds.
The City reserves the right to prepay part or all of the Bonds maturing in each of
the years 2011 to 2017,inclusive,prior to and in any order of maturity on June 1,2010,
or on any date thereafter upon terms of par and accrued interest.If less than all of the
Bonds of any like maturity are to be redeemed,the particular pari of those Bonds to be
redeemed shall be selected by the Registrar by lot.The Bonds may be called in part in
one or more units of $5,000.If less than the entire principal amount of any Bond 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 0 f such original Bond,a new Bond or
Bonds,in any authorized denomination,in a total aggregate principal amount equal to the
unredeemed balance of the original Bond.Notice of such redemption as aforesaid
identifying the Bond or Bonds (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 Bonds 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 Bond 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 Bond 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 attomey for such registered
owner.
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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 ofIowa,to exist,to be had,to be done or to be
performed precedent to and in the issue of this Bond were and have been properly
existent,had,done and performed in regular and due form and time;that provision has
been made for the levy of a sufficient continuing annual tax on all the taxable property
within the City for the payment of the principal of and interest on this Bond as the same
will respectively become due;that the faith,credit,revenues and resources and all the real
and personal property of the City are irrevocably pledged for the prompt payment hereof,
both principal and interest;and that the total indebtedness of the City,including this
Bond,does not exceed any constitutional or statutory limitations.I
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IN TESTIMONY WHEREOF,the City of Waukee,Iowa,by its City Council,has
caused this Bond 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 July 1,2003.
CITY OF W AUKEE,IOWA
By (Facsimile Signature)
Mayor
Attest:
(Facsimile Signature)
City Clerk
(Facsimile Seal)
Registration Date:(Closing Date)
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Resolution.
BANKERS TRUST COMPANY,
N.A.
Des Moines,Iowa
Registrar
By (Signature)
Authorized Officer
ABBREVIATIONS
The following abbreviations,when used in this Bond,shall be construed as
though they were written out in full according to applicable laws or regulations:
TEN
COM
TENENT
JTTEN
as tenants in common UTMA
as tenants by the entireties
as joint tenants with right
of survivorship and not as
tenants in common
(Custodian)
(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 Bond 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 :----=---:-----o----o--=----:-:~'Attorney,to
transfer this Bond 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 gnarantor 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 Bond
in every particular,without alteration or
enlargement or any change whatever.
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Waukee/419580-35/2"d ~Sale/Iss
Section 6.The Bonds 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 7.For the purpose of providing for the levy and collection of a direct annual
tax sufficient to pay the principal of and interest on the Bonds as the same become due,there is
hereby ordered levied on all the taxable property in the City in each of the years while the Bonds
are outstanding,a tax sufficient for that purpose,and in furtherance of this provision,but not in
limitation thereof,there is hereby levied on all the taxable property in the City the following
direct annual tax for collection in each of the following fiscal years,to-wit:
For collection in the fiscal year beginning July 1,2005,
sufficient to produce the net annual sum of$88,225;
For collection in the fiscal year beginning July 1,2006,
sufficient to produce the net annual sum of $1 06.950;
For collection in the fiscal year beginning July 1,2007,
sufficient to produce the net annual sum of $130,165;
For collection in the fiscal year beginning July 1,2008,
sufficient to produce the net annual sum of $132,743;
For collection in the fiscal year beginning July 1,2009,
sufficient to produce the net annual sum of$130,193;
For collection in the fiscal year beginning July 1,2010,
sufficient to produce the net annual sum 'of$142,443;
For collection in the fiscal year beginning July 1,2011,
sufficient to produce the net annual sum of$128,993;
For collection in the fiscal year beginning July 1,2012,
sufficient to produce the net annual sum of$130,685;
For collection in the fiscal year beginning July 1,2013,
sufficient to produce the net annual sum of$132,110;
For collection in the fiscal year beginning July 1,2014,
sufficient to produce the net annual sum of$133,315;
For collection in the fiscal year beginning July 1,2015,
sufficient to produce the net annual sum of$134.235;
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Waukeel419580-35/2nd ~Sale/Iss
For collection in the fiscal year beginning July 1,2016,
sufficient to produce the net annual sum of $139,860.
Section 8.A certified copy of this resolution shall be filed with the County Auditor
of Dallas County,and said Auditor 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 the payment of the principal
of and interest on the Bonds hereby authorized and for no other purpose whatsoever.Any
amount received by the City as accrued interest on the Bonds shall be deposited into such special
account and used to pay interest due on the Bonds on the first interest payment date.
Section 9.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.
The City hereby pledges the faith,credit,revenues and resources and all of the real and
personal property of the City for the full and prompt payment of the principal of and interest on
the Bonds.
Section 10.It is the intention of the City that interest on the Bonds 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 Bonds 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.
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The City hereby designates the Bonds as "Qualified Tax Exempt Obligations"as that
term is used in Section 265(b)(3)(B)of the Internal Revenue Code.
Section II.Continuing Disclosure.
(a)Purpose and Beneficiaries.To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit the original purchaser
and other participating underwriters in the primary offering of the Bonds to comply with
amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission (the
"SEC")under the Securities Exchange Act of 1934 (17 C.PR §240.15c2-12),relating to
continuing disclosure (as in effect and interpreted from time to time,the "Rule"),which will
enhance the marketability of the Bonds,the City hereby makes the following covenants and
agreements for the benefit of the Owners (as hereinafter defined)from time to time of the I{
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DORSEY &WIDTNEY LLP,ATTORNEYS,DES MOINES,IOWA
other City operations with respect to which data is not included in the Disclosure
Information and the City determines that certain specified data regarding such
replacement operations would be a Material Fact (as defined in paragraph (3)hereof),
then,from and after such determination,the Disclosure Infonnation shall include such
additional specified data regarding the replacement operations.
If the Disclosure Information is changed or this section is amended as permitted
by this paragraph (b)(1)or subsection (d),then the City shall include in the next
Disclosure Information to be delivered hereunder,to the extent necessary,an explanation
of the reasons for the amendment and the effect of any change in the type of financial
information or operating data provided.
(2)In a timely manner,notice of the occurrence of any of the
following events which is a Material Fact (as hereinafter defined):
(A)Principal and interest payment delinquencies;
(B)Non-payment related defaults;
(C)Unscheduled draws on debt service reserves reflecting
financial difficulties;
(D)Unscheduled draws on credit enhancements reflecting
financial difficulties;
(E)Substitution of credit or liquidity providers,or their failure
to perform;
(F)Adverse tax opinions or events affecting the tax-exempt
status of the security;
(G)Modifications to rights of security holders;
(H)Bond calls;
(I)Defeasances;
(1)Release,substitution,or sale of property secunng
repayment of the securities;and
(K)Rating changes.
As used herein,a "Material Fact"is a fact as to which a substantial likelihood
exists that a reasonably prudent investor would attach importance thereto in deciding to
buy,hold or sell a Bonds or,if not disclosed,would significantly alter the total
information otherwise available to an investor from the Official Statement,information
disclosed hereunder or information generally available to the public.Notwithstanding the
foregoing sentence,a "Material Fact"is also an event that would be deemed "material"
for purposes of the purchase,holding or sale of a Bonds within the meaning of applicable
federal securities laws,as interpreted at the time of discovery of the occurrence of the
event.
(3)In a timely manner,notice of the occurrence of any of the
following events or conditions:
(A)the failure of the City to provide the Disclosure Information
required under paragraph (b)(1)at the time specified thereunder;
(2)the information described in paragraphs (4)and (5)of
subsection (b),to the Municipal Securities Rulemaking Board and to the State
Depository,if any;and 1
(B)the amendment or supplementing of this section pursuant to
subsection (d),together with a copy of such amendment or supplement
and any explanation provided by the City under subsection (d)(2);
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(C)the termination of the obligations of the City under this
section pursuant to subsection (d);and
(D)any change in the accounting principles pursuant to which
the financial statements constituting a portion of the Disclosure
Information or the audited financial statements,if any,furnished pursuant
to subsection (b)(2)are prepared;and any change in the fiscal year of the
City.
(c)Manner of Disclosure.The City agrees to make available the information
described in subsection (b)to the following entities by telecopy,overnight delivery,mail
or other means,as appropriate:
(1)the information described in paragraphs (1)of subsection (b),to
each then nationally recognized municipal securities information repository under
the Rule and to any state information depository then designated or operated by
the State oflowa as contemplated by the Rule (the "State Depository"),if any;
(3)the information described in subsection (b),to anyrating agency
then maintaining a rating of the Bonds and,at the expense of such Bondowner,to
any Bondowner who requests in writing such information,at the time of
transmission under paragraphs (1)or (2)of this subsection (c),as the case may be,
or,if such information is transmitted with a subsequent time of release,at the time
such information is to be released.
(d)Tenn;Amendments;Interpretation.The covenants of the City in this
section shall remain in effect so long as any Bonds are outstanding.Notwithstanding the
preceding sentence,however,the obligations of the City under this section shall terminate
and be without further effect as of any date on which the City delivers to the Registrar an
opinion of Bond Counsel to the effect that,because of legislative action or final judicial
or administrative actions or proceedings,the failure of the City to comply with the
requirements of this section will not cause participating underwriters in the primary
offering of the Bonds or securities firms recommending the Bonds to prospective
purchasers while the Bonds are outstanding to be in violation of the Rule or other
applicable requirements of the Securities Exchange Act of 1934,as amended,or any
statutes or laws successory thereto or amendatory thereof.
This section (and the form and requirements of the Disclosure Information)may
be amended or supplemented by the City from time to time,without notice to (except as
provided in paragraph (c )(3)hereof)or the consent of the Owners of any Bonds,by a
resolution of this Council filed in the office of the recording officer of the City
accompanied by an opinion of Bond Counsel,who may rely on certificates of the City
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The City hereby designates the Bonds as "Qualified Tax Exempt Obligations"as
that term is used in Section 265(b)(3)(B)of the Internal Revenue Code.
Section II.Continuing Disclosure.
(a)Purpose and Beneficiaries.To provide for the public availability of
certain information relating to the Bonds and the security therefor and to permit the
original purchaser and other participating underwriters in the primary offering of the
Bonds to comply with amendments to Rule 15c2-12 promulgated by the Securities and
Exchange Commission (the "SEC")under the Securities Exchange Act of 1934 (17
C.F.R.§240.15c2-12),relating to continuing disclosure (as in effect and interpreted from
time to time,the "Rule"),which will enhance the marketability of the Bonds,the City
hereby makes the following covenants and agreements for the benefit of the Owners (as
hereinafter defined)from time to time of the outstanding Bonds.The City is the only
"obligated person"with respect to the Bonds within the meaning of the Rule for purposes
of identifying the entities with respect to which continuing disclosure must be made.
Currently,the City is compliant with its Continuing Disclosure requirements.
However,the City inadvertently failed to comply with previous undertakings under the
Rule with respect to its Series 1998 and 1999 General Obligation Bonds.The required
Annual Reports were filed as of April 2001 and the failure to timely file has been
reported in accordance with the Rule.The City's Audited Financial Statements for the
year ended June 30,2000 were sent as of July 30,2001.The City has implemented
procedures to assure future compliance.
If the City fails to comply with any provisions of this section,any person
aggrieved thereby,including the Owners of any outstanding Bonds,may take whatever
action at law or in equity may appear necessary or appropriate to enforce performance
and observance of any agreement or covenant contained in this section,including an
action for a writ of mandamus or specific performance.Notwithstanding anything to the
contrary contained herein,in no event shall a default under this section constitute a
default under the Bonds or under any other provision of this resolution.
As used in this section,"Owner"or "Bondowner"means,with respect to a Bond,
the registered owner or owners thereof appearing in the registration records maintained
by the Registrar or any "Beneficial Owner"(as hereinafter defined)thereof,if such
Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form
and substance reasonably satisfactory to the Registrar.As used herein,"Beneficial
Owner"means,with respect to a Bond,any person 0 r entity which (i)has the power,
directly or indirectly,to vote or consent with respect to,or to dispose of ownership of,
such Bond (including persons or entities holding Bonds through nominees,depositories
or other intermediaries),or (b)is treated as the owner of the Bonds for federal income tax
purposes.
(b)Information To Be Disclosed.The City will provide,in the manner set
forth in subsection (c)hereof,either directly or indirectly through an agent designated by
the City,the following information at the following times:
(I)on or within 270 days after the end of each fiscal year of the City,
commencing with the fiscal year ending June 30,2003,the following financial
(A)the audited financial statements of the City for such fiscal
year,accompanied b y t he audit report and 0 pinion 0 f t he accountant 0 r
govenunent auditor relating thereto,as permitted or required by the laws
of the State ofIowa,containing combined balance sheets as of the end of
such fiscal year and a statement of operations,changes in fund balances
and cash flows for the fiscal year then ended,showing in comparative
form such figures for the preceding fiscal year of the City,prepared in
accordance with the statement of accounting principles as described in
footnote 1 of the audit report included as a part of the Official Statement
for the Bonds and to the extent such fmancial statements have not been
prepared in accordance therewith,noting the discrepancies therefrom and
the effect thereof,and certified as to accuracy and completeness in all
material respects by the City Finance Officer;and
IinformationandoperatingdatawithrespecttotheCity(the "Disclosure
Information"):
(B)to the extent not included in the financial statements
referred to in paragraph (A)hereof,the information for such fiscal year or
for the period most recently available of the type contained in the
following tables of the Official Statement,which information may be
unaudited:
City Property Values
Trend of Valuations
Larger Taxpayers
Direct Debt
Indirect General Obligation Debt
Debt Ratios
Tax Rates
Tax Levies and Tax Collections
]
Notwithstanding the foregoing paragraph,if the audited financial statements are
not available by the date specified,the City shall provide on or hefore such date
unaudited financial statements in the format required for the audited financial statements
as part of the Disclosure Information and,within 10 days after the receipt thereof,the
City shall provide the audited fmancial statements.
Any or all of the Disclosure Information may be incorporated by reference,if it is
updated as required hereby,from other documents,including official statements,which
have been submitted to each of the repositories hereinafter referred to under
subsection (b)or the SEC.If the document incorporated by reference is a final official
statement,it must be available from the Municipal Securities Rulemaking Board.The
City shall clearly identify in the Disclosure Information each document so incorporated
by reference.
If any part of the Disclosure Information can no longer be generated because the
operations of the City have materially changed or been discontinued,such Disclosure
Information need no longer be provided if the City includes in the Disclosure Information
a statement to such effect;provided,however,if such operations have been replaced by
I
and others and the opinion may be subject to customary qualifications,to the effect that:
(i)such amendment or supplement (a)is made in connection with a change in
circumstances that arises from a change in law or regulation or a change in the identity,
nature or status of the City or the type of operations conducted by the City,or (b)is
required by,or better complies with,the provisions of paragraph (b)(5)of the Rule;
(ii)this section as so amended or supplemented would have complied with the
requirements of paragraph (b)(5)of the Rule at the time of the primary offering of the
Bonds,giving effect to any change in circumstances applicable under clause (i)(a)and
assuming that the Rule as in effect and interpreted at the time of the amendment or
supplement was in effect at the time of the primary offering;and (iii)such amendment or
supplement does not materially impair the interests of the Bondowners under the Rule.
If the Disclosure Information is so amended,the City agrees to provide,
contemporaneously with the effectiveness of such amendment,an explanation of the
reasons for the amendment and the effect,if any,of the change in the type of financial
information or operating data being provided hereunder.
This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph (b )(5)of
the Rule.
Section 12.All resolutions or parts thereof in conflict herewith are hereby
repealed to the extent of such conflict.
Passed and approved May 19,2003.
TY Ob7rnan,Mayor
Attest:
ark J.Arents n,City Administrator/Clerk
ROLL CALL VOTE
Nicholas C.Gruber
Donald L.Bailey,Jr.
Bill Peard
Mike Watts
Council Seat Vacant
AYE
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NAY ABSENT