HomeMy WebLinkAbout1997-03-17-Resolutions 97-08_University Ave Trunk Sewer - Issue WarrantsRESOLUTION NO.97-08
Resolution providing for the issuance of Warrants in connection with the construction of the
City's University Avenue Trunk Sewer Project
WHEREAS,the City Council ofthe City of Waukee,Iowa (the "City"),has authority to issue
warrants for the purpose of defraying costs in connection with the construction of the City's
University Avenue Trunk Sewer Project (hereinafter referred to as the "Project");and
WHEREAS,to pay for authorized costs of the Project,it is necessary to issue warrants in the
aggregate principal amount of $1 ,400,000,pursuant to the provisions of Section 384.57 of the Code
ofIowa.
NOW,THEREFORE,It Is Resolved by the City Council of the City of Waukee,Iowa,as
follows:
Section 1.The City Clerk is authorized and directed to issue $1,400,000 Warrants,at a
discount of$10,500 (the "Warrants"),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.The Warrants shall be signed by the Mayor
and attested by the City Clerk with the seal ofthe City affixed and delivered to the Purchaser,shall J
be dated as of the date of their delivery to the Purchaser,shall mature on March 1,1998,shall be in
the denomination of$5,000 each,or any integral multiple thereof,and shall bear interest at the rate
of 4.50%per annum,payable on September 1,1997,and 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.
Section 2.The Warrants shall be in 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 3.The City shall maintain as confidential the record of identity of owners of the
Warrants,as provided by Section 22.7 of the Code ofIowa.
Section 4.The City Clerk is hereby designated as the Registrar and Paying Agent with
respect to the Warrants.
Section 5.The City reserves the right to prepay the Warrants in whole or in part on any
date prior to maturity upon terms of par and accrued interest.The Warrants may be called in part
in one or more units of $5,000.If less than the entire principle amount of any Warrant in a
denomination of more than $5,000 is to be redeemed,the Registrar will issue and deliver to the 1
registered owner thereof,upon surrender of such original Warrant,a new Warrant or Warrants,in
any authorized denomination,in total aggregate principal amount equal to the unredeemed balance
of the original Warrant.Notice of such redemption as aforesaid identifying the 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 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 6.It is the intention of the City that interest on the 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 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 Warrants are hereby designated as "Qualified Tax Exempt Obligations"as that term is
used in Section 265(b)(3)(B)of the Internal Revenue Code.
Section 7.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 of the municipal securities to provide continuing disclosure
with respect to the securities.This Council hereby frnds,determines and declares that the Warrants
are exempt from the application of paragraph (b)(5)ofthe Rille by reason of the exemption granted
in paragraph (d)(3)thereof.The exemption from the Rille for the 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 Warrants and the security therefor and to permit underwriters of the
Warrants to comply with the Rule,which will enhance the marketability ofthe 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 ofthe outstanding Warrants.
If the City fails to comply with any provisions of this section,any person aggrieved thereby,
including the Owners of any outstanding 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 contain in this section.Notwithstanding anything to the contrary contained herein,in no
event shall a default under this section constitute a default under the Warrants or under any other
provision of this resolution.
As used in this section,"Owner"or "Warrantowner"means,with respect to a Warrant,the
registered owner or owners thereof appearing in the registration records maintained by the Registrar 1
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 uses herein,"Beneficial Owner"means,with respect to a 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 Warrant (including persons or entities holding Warrants through nominees,
depositories or other intermediaries),or (b)is treated as the owner of the 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
Rulemaking Board and to the state information depository then designated or operated by the State
ofIowa as contemplated by the Rule,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 l
perform;
(F)Adverse tax opinions or events affecting the tax-exempt status of the
security;
(G)Modifications to rights of security holders;
(H)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
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 Wan-ant within
the meaning of applicable federal securities laws,as interpreted at the time of discovery of the
occurrence ofthe event.
(d)Term;Amendments;Interpretation.The covenants of the City in this section shall
remain in effect so long as any Warrants are outstanding.Notwithstanding the preceding sentence,
however,the obligations of the City under this section shall terminate and be without further effect I
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 fmal 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 Warrants or securities firms recommending the Warrants
to prospective purchasers while the Warrants are outstanding to be in violation of the Rule or other
applicable requirements of the Securities Exchange Act of 1934,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 the Owners of any 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:(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 (d)(3)of the Rule;(ii)this section as so amended or
supplemented would have complied with the requirements of paragraph (d)(3)of the RuIe at the time
of the primary offering of the Warrants,giving effect to any change in circumstances applicable
under clause (I)(a)and assuming that the RuIe 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 8.All resolutions or orders or parts thereof in conflict herewith be and the same
are hereby repealed,to the extent of such conflict.
Passed and approved March 17,1997.
Attest:
Kurt A.Rueckel,City Clerk