HomeMy WebLinkAbout2004-02-02-Resolutions 04-32_Bonds - GO Water Series 2004A - IssuanceRESOLUTION NO.04-32
Resolution providing for the issuance of $1,090,000 General Obligation
Water Bonds,Series 2004A and providing for the levy of taxes to pay the
Sllille
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
$1,090,000 to provide funds to pay the cost,to that extent,of the construction,
reconstruction,improvement,extension and equipping of the Municipal Waterworks
System of the City,and has published notice of the proposed action and has held a
hearing thereon:and
WHEREAS,pursuant to advertisement of sale,the City received bids for the
purchase of $1,090,000 General Obligation Water Bonds,Series 2004A (the "Bonds"),to
be issued in evidence of the City's obligation under the Loan Agreement,and the City
awarded the Bonds to and determined to enter into the Loan Agreement with Bankers'
Bank,Madison,Wisconsin (the "Lender");
NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee,
Iowa,as follows:
Section 1.The Bonds 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 $1,090,000,to be dated February 1,2004,in the denomination of $5,000 each,or any
integral multiple thereof,maturing on June 1 in each of the years,in the respective
principal amounts and bearing interest at the respective rates,as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2005 $65,000 1.50%2012 $75,000 3.30%
2006 $65,000 1.75%2013 $80,000 3.50%
2007 $65,000 2.00%2014 $85,000 3.75%
2008 $65,000 2.40%2015 $90,000 3.90%
2009 $70,000 2.60%2016 $90,000 4.10%
2010 $70,000 2.80%2017 $95,000 4.20%
2011 $75,000 3.00%2018 $100,000 4.25%
Bankers Trust Company,N.A.of 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 Mayor 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.ITheCityreservestherighttoprepaypartoralloftheBondsmaturingineachof
the years 2011 to 2018,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 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 light 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 Bonds shall be payable semiannually on the first day of
June and December in each year,commencing June 1,2004.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
at the addresses shown on such registration books.Principal of the Bonds shall be
payable in lawful money ofthe 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 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 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 npon 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 attomey 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 oflowa.
Section 5.Notwithstanding anything above to the contrary,the Bonds shall be
issued initially as 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 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 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.
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
connnunications 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.
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 6.The Bonds shall be in substantially the following form:
]
(Form of Note)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF DALLAS
CITY OF WAUKEE
GENERAL OBLIGATION WATER BOND,SERIES 2004A
No.$,---
RATE MATURITY DATE NOTE DATE CUSIP
February 1,2004
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 Note to
OTregistered 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"OTthe "Paying Agent"),with interest on said sum,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 June 1,2004,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 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.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 General Obligation Water Bonds,Series 2004A
(the "Bonds"),in the aggregate principal amount of $1,090,000 issued by the City to
evidence its obligation under a certain loan agreement,dated as of February 1,2004 (the
"Loan Agreement"),entered into by the City fOTthe purpose of providing funds to pay
costs of the construction,reconstruction,improvement,extension and equipping of the
Municipal Waterworks System of the City.
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 rights of the owners ofthe Bonds.
The City reserves the right to prepay part or all of the Bonds maturing in each of
the years 2011 to 2018,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 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 of 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,J
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 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 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,
,I
both principal and interest;and that the total indebtedness of the City,including this
Bond,does not exceed any constitutional or statutory limitations.
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 February 1,2004,
CITY OF WAUKEE,IOWA
By .2D~o"__N~o"_t",SI,",'gn"'---_
Mayor
Attest:
Do Not Sign
City Cleric
(Facsimile Seal)
Registration Date:(Registration)
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 (Authorized Signature)
Authorized Officer
1
1
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)
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 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 ,_____-~-,_____,_____----c-----c-,_____=--__=_=----:c'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
accordauce with the prevailing standards and
procedures of the Registrar and Transfer
Agent.Such staudards 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 Bond
in every particular,without alteration or
enlargement or any change whatever.
I
I
Section 7.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 8.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 I,
2004,sufficient to produce the net annual sum of
$111,540;
For collection in the fiscal year beginning July I,
2005,sufficient to produce the net annual sum of
$98,930;
For collection in the fiscal year beginning July 1,
2006,sufficient to produce the net annual sum of
$97,793;
For collection in the fiscal year beginning July I,
2007,sufficient to produce the net annual sum of
$96,493;
For collection in the fiscal year beginning July I,
2008,sufficient to produce the net annual sum of
$99,933;
For collection in the fiscal year beginning July 1,
2009,sufficient to produce the net annual sum of
$98,113;
For collection in the fiscal year beginning July 1,
2010,sufficient to produce the net annual sum of
$101,153;
For collection in the fiscal year beginning July 1,
2011,sufficient to produce the net annual sum of
$98,903;
For collection in the fiscal year beginning July 1,
2012,sufficient to produce the net annual sum of
$101,428;I
For collection in the fiscal year beginning July 1,
2013,sufficient to produce the net annual sum of
$103,628;
For collection in the fiscal year beginning July 1,
2014,sufficient to produce the net annual S1Ull of
$105,440;
For collection in the fiscal year beginning July 1,
2015,sufficient to produce the net annual sum of
$101,930;
For collection in the fiscal year beginning July 1,
2016,sufficient to produce the net annual sum of
$103,240;
For collection in the fiscal year beginning July 1,
2017,sufficient to produce the net annual sum of
$104,250.]Section 9.A certified copy of this resolution shall be filed with the County
Auditor of Dallas County,and said Auditor is hereby instructed to enter fOT collection
and assess the tax hereby authorized.When annually entering such taxes fOTcollection,
the County Auditor shall include the same as a part of the tax levy for Debt Service FIUld
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 10.The interest or principal and both of them falling due in any year
OTyears shall,if necessary,be paid promptly from current fimds on hand in advance of
taxes levied and when the taxes shall have been collected,reimbursement shall be made
to such CIUTentfunds in the S1Ull 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 11.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
J
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 OT 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.
The City hereby designates the Bonds as "Qualified Tax Exempt Obligations"as
that tenn is used in Section 265(b)(3)(B)of the Internal Revenue Code.
Section 12.Continuing Disclosure.
(a)Limited Exemption from Rule.The Securities and Exchange Commission
(the "SEC")has promulgated amendments to Rule 15c2-12 under the Securities
Exchange Act of 1934 (17 C.F.R.§240.15c2-12)(as in effect and interpreted from time
to time,the "Rule")which govern the obligations of certain underwriters to require that
issuers of municipal bonds enter into contracts for the benefit of the bondholders to
provide continuing disclosure with respect to the bonds.This Council hereby finds,
determines and declares that the Bonds are exempt from the application of
paragraph (b )(5)of the Rule by reason of the exemption granted in paragraph (d)(2)
thereof.Specifically,this Council hereby finds that the only "obligated person"(within
the meaning of the Rule)with respect to the Bonds is the City and that,giving effect to
the issuance of the Bonds and any other securities required to be integrated with the
Bonds,there will not be more than $10 million in principal amount of municipal
securities outstanding on the date of issuance of the Bonds as to which the City is an
obligated person (excluding municipal securities exempt from the Rule under
paragraph (d)(l)thereof because,among other things,they were issued in minimum
denominations of $100,000).In making such finding,the City hereby represents that it
has not issued within the six months before the date of issuance of the Bonds and that it
reasonably expects that it will not issue within six months after the date of issuance ofthe
Bonds,other securities of the City of substantially the same security and providing
financing fOTthe same general purpose or purposes as the Bonds.The exemption from
the Rule for the Bonds is conditioned upon the City agreeing to provide certain
continuing disclosure as hereinafter provided.The City has complied in all material
respects with any undertaking previously entered into by it under the Rule.
(b)Purpose and Beneficiaries.To provide for the public availability of
certain information relating to the Bonds and the security therefor and to permit
participating underwriters in the primary offering of the Bonds to comply with
paragraph (b)(5)of the Rule,which will enhance the marketability of the Bonds,the City
hereby makes the covenants and agreements contained in this section for the benefit of
the Owners (as hereinafter defined)from time to time of the outstanding Bonds.
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 specific performance or a writ of mandamus.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 register 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 or 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 Bond for federal income tax
purposes.
(c)Infonnation To Be Disclosed.The City will provide,either directly or
indirectly through an agent designated by the City,the following information at the
following times in an appropriate manner:
(1)At least annually to the state information depository then
designated or operated by the State of Iowa (the "State Depository"),if
any,or,if no State Depository then exists,to any person or entity upon
request,certain information (the "Disclosure Information"),including the
audited financial statements of the City and any other information of the
type contained in the Official Statement for the Bonds not included in such
financial statements but customarily prepared and made publicly available
by the City,which information may be unaudited and which,for financial
statement information,shall be for the most recent fiscal year of the City
(if in response to a request,the most recent fiscal year ending not less than
270 days before the date of the request),and,for other such information,
the information most recently compiled by the City on a customary basis
and publicly available under applicable data privacy or other laws.
]
The City Administrator is hereby designated as the proper recipient of requests for
Disclosure Information.
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 then nationally recognized municipal securities information
repository under the Rule 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.1
If the Disclosure Information is changed because it is no longer compiled or
publicly available or this paragraph (c)(1)is amended as permitted by 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 information provided.
(2)In a timely manner,to the Municipal Securities
Rulemaking Board and to the State Depository,if any,notice of the
occurrence of any of the following events which is a Material Fact (as
hereinafter defmed):
(A)
delinquencies;
Principal and interest payment
(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;
(J)Release,substitution,or sale of
property securing 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 Bond 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 Bond 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,to the Municipal Securities
Rulemaking Board and to the State Depository,if any,notice of the
occurrence of any of the following events or conditions:
]
(A)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);
(B)the termination ofthe obligations of the City
under this section pursuant to subsection (d);
(C)any change in the accounting principles
pursuant to which the fmancial statements constituting a
portion of the Disclosure Information are prepared;and
(D)any change in the fiscal year of the City.
(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 tills 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 may be amended or supplemented by the City from time to time,
without notice to or the consent of tile 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 and others and the opinion
may he 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,
tile provisions of paragraph (d)(2)of the Rule;(ii)this section as so amended or
supplemented would have complied with the requirements of paragraph (d)(2)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 tile 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 I
interests of the Owners under the Rule.This section is entered into to comply with,and
should be construed so as to satisfy the requirements of,paragraph (d)(2)of the Rule.
Section 13.All resolutions or parts thereof in conflict herewith are hereby
repealed to the extent of such conflict.
Passed and approved February 2,2004.
Attest: