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HomeMy WebLinkAbout1998-02-02-Resolutions 98-09_University Ave Trunk Sewer - Issuance Refund WarrantsRESOLUTION NO.98-09 Providing for the issuance of Refunding Warrants to evidence amounts payable for the construction of University Avenue Trunk Sewer Project WHEREAS,the City Council of the City of Waukee,Iowa (the "City"),has previously issued warrants in the aggregate principal amount of $1 ,400,000 (hereinafter referred to as the "Warrants"),bearing interest at the rate of 4.50%per annum and scheduled to mature on March 1,1998,for the purpose of defraying costs in connection with the construction of the City's University Avenue Trunk Sewer Project (the "Project");and WHEREAS,the City intends to refund the Warrants through the issuance of bonds or notes,but the refunding proceeds will not be available to the City by March 1,1998;and WHEREAS,it is necessary at this time to issue warrants (the "Refunding Warrants")in the aggregate principal amount of$I,410,000 under the terms set forth below to refund the Warrants and pay other Project costs,including issuance expenses; NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Waukee, Iowa,as follows: Section 1.The City Clerk is authorized and directed to issue the Refunding Warrants, at a discount of $7,050,as authorized by Section 384.57 of the Code ofIowa,to Ruan Securities Corporation,Des Moines,Iowa (the "Purchaser"),to be payable from such fund or funds of the City as are legally available for such purpose,including but not limited to,proceeds from the sale and issuance of General Obligation Bonds or Notes. Section 2.The City Clerk is hereby designated as the Registrar and Paying Agent with respect to the Refunding Warrants and may be hereinafter referred to as the "Registrar"or the "Paying Agent". Section 3.The Refunding Warrants shall be signed by the Mayor and attested by the City Clerk with the seal of the City affixed and delivered to the Purchaser,shall be dated March I,1998,shall mature on November 1,1998,shall be in the denomination of $5,000 each,or any integral multiple thereof,and shall bear interest at the rate of 4.30%per annum,payable at maturity,except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto.Interest shall be calculated on the basis of a 360- day year comprised of twelve 30 day months.Payment of interest on the Refunding Warrants 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 or at such other address as may be furnished in writing by the registered owner to the Registrar.Principal of the Refunding Warrants 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 Refunding Warrant or Warrants at the office of the Paying Agent. Section 4.The City reserves the right to repay the Refunding Warrants in whole or in )1 part on any date prior to maturity upon terms of par and accrued interest.The Refunding Warrants may be called in part in one or more units of $5,000 is to be redeemed,the Registrar will issue and deliver to the registered owner thereof,upon surrender of such original Refunding Warrant,a new Refunding Warrant or Warrants,in any authorized denomination,in a total aggregate principal amount equal to the unredeemed balance of the original Refunding Warrant. Notice of such redemption as aforesaid identifying the Refunding Warrant or Warrants (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 days prior to such redemption date.All of such Refunding Warrants 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. Section 5.The Refunding Warrants 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 Purchaser,upon receipt of the sale proceeds,and the City Clerk is hereby authorized and directed to pay the principal of and interest due on the Warrants on March 1,1998. Section 6.Promptly upon receipt and payment thereof,the Warrants shall be canceled and destroyed. J Section 7.The Refunding Warrants shall be I n substantially the form as attached to this resolution and shall be payable as to principal and interest in accordance with the terms set forth therein. Section 8.The City shall maintain as confidential the record of identity of owners of the Refunding Warrants,as provided by Section 22.7 ofthe Code oflowa. Section 9.It is the intention of the City that interest on the Refunding Warrants 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 applicable future laws,regulations,published rulings and court decisions as may be necessary to insure that the interest on the Refunding Warrants 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 Refunding Warrants as "Qualified Tax Exempt Obligations"as that term is used in Section 265(b)(3)(B)of the Internal Revenue Code.1 Section 10.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.section 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 securities enter into agreements for the benefit of holders ofthe municipal securities to provide continuing disclosure with respect to the securities.This Council hereby finds,determines and declares that the Refunding Warrants are exempt from the application of paragraph (b)(5)of the Rilles by reason of the exemption granted in paragraph (d)(3)thereof.The exemption from the Rille for the Refunding Warrants is conditioned upon the City agreeing to provide certain continuing disclosure as hereinafter provided. (b)Purpose and Beneficiaries.To provide for the public availability of certain information relating to the Refunding Warrants and the security therefor and to permit underwriters of the Refunding Warrants to comply with the Rules,which will enhance the marketability of the Refunding Warrants,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 Refunding Warrants. If the City fails to comply with any provisions of this section,any person aggrieved thereby,including the Owners of any outstanding Refunding Warrants,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.Notwithstanding anything to the contrary contained herein,in no event shall a default under this section constitute a default under the Refunding Warrants or under any other provision of this resolution. As used in this section,"Owner"means,with respect to a Refunding Warrant,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 Refunding Warrant,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 Refunding Warrant (including persons or entities holding Refunding Warrants through nominees,depositories or other intermediaries),or (b)is treated as the owner of the Refunding Warrant for federal income tax purposes. (c)Information To Be Disclosed.The City will provide,either directly or indirectly through an agent designated by the City,in a timely manner,to the Municipal Securities Rule making Board and to the state information depository then designated or operated by the State of Iowa as contemplated by the Rules,if any,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)Refunding Warrant calls; (I)Defeasances; (1)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 Refunding Warrant 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 Refunding Warrant within the meaning of applicable federal securities laws,I as interpreted at the time of discovery of the occurrence of the event. (d)Term;Amendments;Interpretation.The covenants of the City in this section shall remain in effect so long as any Refunding Warrants are outstanding.Notwithstanding the preceding sentence,however,the obligations ofthe 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 Refunding Warrants or securities firms recommending the Refunding Warrants to prospective purchasers while the Refunding Warrants 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 to amendatory thereof. This section may be amended or supplemented by the City from time to time,without notice to or the consent of the Owners of any Refunding Warrants,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 be subject to customary qualifications,to the effect that:(1)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 (d)(3)of the Rule; (ii)this section as so amended or supplemented would have complied with the requirements of I paragraph (d)(3)of the Rule at the time of the primary offering of the Refunding Warrants, 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 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)(3)of the Rule. Section II.All resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed,to the extent of such conflict. Passed and approved February 2,1998. Attest: