HomeMy WebLinkAbout1998-10-05-Resolutions 98-51_University Ave Trunk Sewer - Warrant Maturity DateRESOLUTION NO.98-51
Extending the Maturity Date of outstanding Warrants previously issued to pay costs in
connection with the construction of the City's University Avenue Trunk Sewer Project
WHEREAS,the City of Waukee,Iowa (the "City"),previously authorized the
issuance of warrants in the aggregate principal amount of$1,410,000 (the "Warrants")
for the purpose of paying costs in connection with the construction of its University
Avenue Trunk Project (hereinafter referred to as the "Project")bearing interest at the rate
of 4.30%per annum and scheduled to mature November 1,1998;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 November
1,1998;and
WHEREAS,the owner of the Warrants is in agreement to extend the maturity
date of the Warrants to May 1,1999,upon the terms hereinafter set out;
NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee,
Iowa,as follows:
Section 1.The maturity date of the Warrants is hereby extended to May 1,
1999.Accrued interest on the Warrants shall be paid on November 1,1998,and the
Warrants shall continue to bear interest at the rate of 4.30%per annum from November 1,
1998,to their maturity.
Section 2.The City Council hereby reserves the right to prepay the amount
represented by the Warrants individually at any time prior to the maturity thereof with
accrued interest to the date of such payment,all as authorized by applicable laws of the
State ofIowa,and as provided in the Warrants.
Section 3.The Mayor and City Clerk are hereby authorized and directed to
enter into whatever legal documents are required by the owners ofthe Warrants to
effectuate the provisions of this resolution.
Section 4.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.ITheCityherebydesignatestheWarrantsas"Qualified Tax Exempt Obligations"
as that term is used in Section 265(b )(3)(B)of the Internal Revenue Code.
Section 5.
(a)
(b)
Continuing Disclosure.
Limited Exemption from Rule.The Securities and Exchange Commission
(the "SEC")has promulgated amendments to Rule 15c2-12 under the
Securities Exchange Act ofl934 (17 C.P.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
securities enter into agreements for the benefit of holders of the municipal
securities to provide continuing disclosure agreements for the benefit of
holders of the 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 Warrants are exempt from the application of paragraph
(b)(5)of the Rule by reason of the exemption granted in paragraph (d)(3)
thereof.The exemption from the Rule for the Warrants is conditioned
upon the City agreeing to provide certain continuing disclosure as
hereinafter provided.)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 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 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 or any "Beneficial
Owner"(as hereinafter defined)thereof,if such Beneficial Owner
provides to the Registrar evidence of such beneficial ownership in form I
and substance reasonably satisfactory to the Registrar.As used 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 Rulesmaking 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)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
(J)
(K)
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves reflecting financial
difficulties;
Unscheduled draws on credit enhancements reflecting financial
difficulties;
Substitution of credit or liquidity providers,or their failure to
perform;
Adverse tax opinions or events affecting the tax-exempt status of
the security;
Modifications to rights of security holders;
Warrant calls;
Defeasances;
Release,substitution,or sale of property securing repayment of the
securities;and
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 Warrant within the meaning of applicable federal securities laws,as
interpreted at the time of discovery of the occurrence of the event.
(d)Term;Amendments;Interpretation.The covenants of the City of 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 as of
any date on which the City delivers to the Registrar an opinion of Bond
Connsel 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
nnderwriters 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,as amended,or any
statutes or laws successory thereto or amendatory thereof
I
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:(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 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 Rule at the time ofthe primary offering of the Warrants,
giving effect to any change in circumstances applicable under clause (1)(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 6.All resolutions or parts of resolutions in conflict herewith
be and the same are hereby repealed,to the extent of sueh conflict.
Passed and approved October 5,1998.
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