HomeMy WebLinkAbout1999-03-01-Resolutions 99-25_Bonds - GO Corp Purpose - IssuanceRESOLUTION NO.99-25
Authorizing and approving a Loan Agreement and providing for the issuance of
$2,370,000 General Obligation Corporate Purpose Notes 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,notice
duly published and hearing held thereon,the City of Waukee,Iowa (the "City"),has heretofore
determined to contract indebtedness and enter into a loan agreement (the "Loan Agreement")in
the principal amount of $2,370,000 to provide funds to pay the cost,to that extent,of the
construction of certain street and sanitary sewer improvements,including the refunding of
outstanding Warrants previously issued by the City to pay costs in connection therewith;and the
acquisition of fire department and emergency warning equipment;
NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee,Iowa,
as follows:
Section 1.The City shall 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
$2,370,000,at a discount of $47,400,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.General Obligation Corporate Purpose 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 $2,370,000,to be dated March 1,1999,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
2000 $40,000 3.85%2008 $180,000 4.35%
2001 $40,000 3.90%2009 $190,000 4.45%
2002 $40,000 4%2010 $200,000 4.50%
2003 $150,000 4.05%2011 $205,000 4.60%
2004 $150,000 4.15%2012 $220,000 4.70%
2005 $150,000 4.20%2013 $230,000 4.75%
2006 $160,000 4.25%2014 $245,000 4.80%
2007 $170,000 4.30%
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 shall enter into an agreement (the "RegistrarlPaying Agent Agreement")with
the Registrar,in substantially the form as will be 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.
The City reserves the right to prepay part or all of the Notes maturing in each of the years
2008 to 2014,inclusive,prior to and in any order of maturity on June 1,2007,or on any date
thereafter 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 dilly
provided,shall cease to bear interest on the redemption date.
All of the interest on the Notes shall be payable semiannually on the first day of June and
December in each year,commencing December 1,1999.Interest shall be calculated on the basis
ofa 360~day year comprised of twelve 30-day months.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 J
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 ofthe 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.
The Notes 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 lO.
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 oflowa.
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
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
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.
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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:
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(Form of Note)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF DALLAS
CITY OF WAUKEE
GENERAL OBLIGATION CORPORATE PURPOSE NOTE
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 June 1 and December 1 of each year,commencing December 1,
1999,except as the provisions hereinafter set forth with respect to redemption prior to maturity
may be 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.Interest shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months.
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 costs of the construction of
certain street and sanitary sewer improvements,including the refunding of Warrants previously
issued by the City to pay costs in connection therewith;and the acquisition of fire department
and emergency warning equipment.
The Notes are issued pursuant to and in strict compliance with the provisions of Chapter
384 and Chapter 76 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 F .j
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
2008 to 2014,inclusive,prior to and in any order of maturity on June 1,2007,or on any date
thereafter 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.
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 1
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.
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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;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 ofthe
principal of and interest on this Note as the same will respectively become due;that the faith,
credit,revenues and resources and all the real and personal property ofthe City are irrevocably
pledged for the prompt payment hereof,both principal and interest;and that the total
indebtedness of the City,including this Note,does not exceed any constitutional or statutory
limitations.
IN TESTIMONY I¥HEREOF,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 /s/Don L.Bailey
Mayor
Attest:
/s/Greg Fetterman
City Clerk
(Facsimile Seal)
Registration Date:(Closing Date)
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Note is one ofthe Notes described in the within-mentioned Resolution.
BANKERS TRUST COMPANY
Des Moines,Iowa
Registrar
By (Signatur~
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
-as tenants in common
-as tenants by the entireties
UTMA )
(Custodian)
JTTEN -as joint tenants with
right of survivorship and
not as tenants in common
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.
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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.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 Notes 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 Notes
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 1,1999,
sufficient to produce the net annual sum of $171,438;
For collection in the fiscal year beginning July 1,2000,
sufficient to produce the net annual sum of$143,610;
For collection in the fiscal year beginning July 1,2001,
sufficient to produce the net annual sum of $142,050;
For collection in the fiscal year beginning July 1,2002,
sufficient to produce the net annual sum of $250,450;
For collection in the fiscal year beginning July 1,2003,
sufficient to produce the net annual sum of $244,375;
For collection in the fiscal year beginning July 1,2004,
sufficient to produce the net annual sum of $238,150;
For collection in the fiscal year beginning July 1,2005,
sufficient to produce the net annual sum of $241,850;
For collection in the fiscal year beginning July 1,2006,
sufficient to produce the net annual sum of $245,050;
For collection in the fiscal year beginning July 1,2007,
sufficient to produce the net annual sum of $247,740;
For collection in the fiscal year beginning July 1,2008,
sufficient to produce the net annual sum of$249,910;
For collection in the fiscal year beginning July 1,2009,
sufficient to produce the net annual sum of $251,455;I
For collection in the fiscal year beginning July 1,2010,
sufficient to produce the net annual sum of $247,455;
For collection in the fiscal year beginning July 1,2011,
sufficient to produce the net annual sum of $253,025;
For collection in the fiscal year beginning July 1,2012,
sufficient to produce the net annual sum of $252,685;
For collection in the fiscal year beginning July 1,2013,
sufficient to produce the net annual sum of $256,760.
Section 7.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 ofthe 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 Notes hereby authorized and for no other purpose whatsoever.Any J
amount received by the City as accrued interest on the Notes shall be deposited into such special
account and used to pay interest due on the Notes on the first interest payment date.
Section 8.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 Notes.
Section 9.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 I
contained.
The City hereby designates the Notes as "Qualified Tax Exempt Obligations"as that term is used
in Section 265(b)(3)(B)ofthe Internal Revenue Code.
Section 10.Continuing Disclosure.
(a)Purpose and Beneficiaries.To provide for the public availability of certain
information relating to the Notes and the security therefor and to permit the original purchaser
and other participating underwriters in the primary offering of the Notes to comply with
amendments to Rule l5c2-l2 promulgated by the Securities and Exchange Commission (the
"SEC")under the Securities Exchange Act of 1934 (17 C.F.R.§240.l5c2-l2),relating to
continuing disclosure (as in effect and interpreted from time to time,the "Rule"),which will
enhance the marketability of the Notes,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 Notes.The City is the only "obligated person"with respect to the Notes within the
meaning of the Rule for purposes of identifying the entities with respect to which continuing
disclosure must be made.The City has complied in all material respects with any undertaking
previously entered into by it under the Rule.
If the City fails to comply with any provisions of this section,any person aggrieved
thereby,including the Owners of any outstanding Notes,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 Notes or under any other provision
of this resolution.
As used in this section,"Owner"or "Noteowner"means,with respect to a Note,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 Note,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 Note (including persons or entities holding
Notes through nominees,depositories or other intermediaries),or (b)is treated as the owner of
the Note 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:
(1)on or within 365 days after the end of each fiscal year of the City,commencing
with the fiscal year which ended June 30,1998,the following financial information and
operating data with respect to the City (the "Disclosure Information"):
(A)the audited financial statements of the City for such fiscal year,
accompanied by the audit report and opinion of the accountant or government
auditor relating thereto,as permitted or required by the laws of the State of Iowa,
containing 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 ofthe City,
prepared in accordance with generally accepted accounting principles promulgated
by the Financial Accounting Standards Board as modified in accordance with the
governmental accounting standards promulgated by the Governmental Accounting
Standards Board or as otherwise provided under Iowa law,as in effect from time
to time,or,if and to the extent such financial statements have not been prepared in
accordance with such generally accepted accounting principles for reasons beyond
the reasonable control of the City,noting the discrepancies therefrom and the
effect thereof,and certified as to accuracy and completeness in all material
respects by the fiscal officer of the City;and
(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:
Tax Collection Trend
Breakdown of City Tax Levy
Valuation by Property Classification
)
Notwithstanding the foregoing paragraph,if the audited financial
statements are not available by the date specified,the City shall provide on or
before 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 financial
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.
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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 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 Information 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)Note 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
Note 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 Note
within the meaning of applicable federal securities laws,as interpreted at the time of discovery of
the occurrence of the event.
(3)
conditions:
In a timely manner,notice of the occurrence of any of the following events or I(A)the failure of the City to provide the Disclosure Information
required under paragraph (b)(1)at the time specified thereunder;
(8)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);
(C)the termination of the obligations of the City under this section
pursuant to subsection (d);
(D)any change in the accounting principles pursuant to which the
financial statements constituting a portion of the Disclosure Information are
prepared;and
(E)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 paragraph (1)of subsection (b),to each then 1
nationally recognized municipal securities information repository under the Rule and to any state
information depository then designated or operated by the State of Iowa as contemplated by the
Rule (the "State Depository"),if any;
(2)the information described in paragraphs (2)and (3)of subsection (b),to the
Municipal Securities Rulemaking Board and to the State Depository,if any;and
(3)the information described in subsection (b),to any rating agency then maintaining
a rating of the Notes and,at the expense of such Noteowner,to any Noteowner 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.
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(d)Term'Amendments'Interpretation.
(1)The covenants of the City in this section shall remain in effect until all of the
Notes have been paid or legally defeased.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 Notes or securities firms recommending the Notes to
prospective purchasers while the Notes are outstanding to be in violation of the Rule or other
applicable requirements ofthe Securities Exchange Act of 1934,as amended,or any statutes or
laws successory thereto or amendatory thereof.
(2)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 Notes,by a resolution
of this Council flied in the office of the recording officer of the City accompanied by an opinion
of Bond Counsel,who may rely on certillcates of the City 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 Notes,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 Noteowners 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.
(3)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 11.All resolutions or parts thereof in conflict herewith are hereby repealed to )
the extent of such conflict.
Passed and approved March 1,1999.
fAVA/l./~
Mayor,Donald L.Bailey,Jr.
ROLL CALL VOTE AYES NAYS
Nicholas C.Gruber
Marvin Berger
Robyn S.Heath
Bill Peard
Larry Lyon
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