HomeMy WebLinkAbout2001-07-16-Resolutions 01-119_Bonds - GO Library 2001B - IssuanceWaukee/419580-28/2l\d Y2G13S/GBI-Library Bonds
RESOLUTION NO.01-119
Providing for the sale and issuance of $2,000,000 General Obligation Library Bonds,
Series 2001B,and providing for the levy of taxes to pay the same
WHEREAS,the City of Waukee,Iowa (the "City"),has heretofore proposed to contract
indebtedness and issue General Obligation Library Bonds pursuant to the provisions of Division
III of Chapter 384 of the Code of Iowa for the purpose of constructing,equipping and furnishing
a new municipal library and has called a special City election to vote on the question of issuing
such bonds,at which election the proposition was adopted by a vote in favor equal to at least
60%of the total votes cast for and against the proposition;and
WHEREAS,pursuant to Notice of Sale of the Bonds heretofore given in strict
compliance with the provisions of Chapter 75 of the Code of Iowa,sealed bids for the purchase
of the Bonds were received and canvassed on behalf of the City at the time and place fixed
therefor and the substance of such sealed bids noted in the minutes;and
WHEREAS,upon [mal consideration of all bids,the bid of Hmris Trust and Savings
Bank,Chicago.illinois,is the best,such bid proposing the lowest interest cost to the City;
NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee,as
follows:
Section I.The bid referred to in the preamble hereof is hereby accepted,and the
Bonds,maturing on June I 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
Yem Amount Per Annum Year Amount Per Annum
2003 $105,000 4.10%2010 $145,000 4.40%
2004 $110,000 4.125%2011 $150,000 4.50%
2005 $115,000 4.125%2012 $155,000 4.60%
2006 $120,000 4.125%2013 $165,000 4.70%
2007 $125,000 4.125%2014 $175,000 4.80%
2008 $130,000 4.15%2015 $180,000 4.85%
2009 $135,000 4.30%2016 $190,000 4.90%
are hereby awarded and authorized to be issued to the said bidder at the price specified in such
bid,together with accrued interest.
Section 2.The form of agreement of sale of the Bonds is hereby approved,and the
Mayor and City Clerk me hereby authorized to accept and execute the same for and on behalf of
the City and to affix the City seal thereto.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Waukee/419580-2812lld Y2GBS/GBI-Library Bonds
Section 3.The Bonds shall be in the denomination of $5,000 each,or any integral
multiple thereof,shall be dated August 1,2001,and shall become due and payable and bear
interest as set forth in Section 1 hereof.
Bankers Trust Company,N.A.,Des Moines,Iowa,is hereby designated as the Bond
Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the "Bond
Registrar"or the "Paying Agent".
The City reserves the right to call and redeem part or all of the Bonds maturing in each of
the years 2010 to 2016,inclusive,prior to and in any order of maturity on June 1,2009,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 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 Bond 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.
All of the interest on the Bonds shall be payable semiannually on the first day of June and
December in each year,commencing December 1,2001.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 bond 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 of the United States
of America to the registered owners or their legal representatives upon presentation and
surrender of the Bond or Bonds at the office of the Paying Agent.
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.
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.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Waukee/419580-28/2od 'h.GBS/GBI-Library Bonds
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 Bond Registrar,and after such registration
payment of the principal thereof and interest thereon shall be made to the registered owners,their
legal representatives or assigns.Each Bond shall be transferable only upon the registration
books of the City upon presentation to the Bond Registrar,together with either a written
instrument of transfer satisfactory to the Bond 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 of the owners of the Bonds shall be kept confidential as provided
by Section 22.7 of the Code ofIowa.
The Bonds shall not be valid or become obligatory for any purpose until the Certificate of
Authentication thereon shall have been signed by the Bond Registrar.
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 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.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Waukee/419580-28/2nd Yz GBS/GBI-Libl'ary Bonds
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 4.The form of Bonds shall be substantially as follows:
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF DALLAS
CITY OF WAUKEE
GENERAL OBLIGATION LIBRARY BOND,
SERIES 2001B
No.$---
RATE MATURITY DATE BOND DATE CUSIP
August 1,2001
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Waukee/419580-28/2"d Y2 G13S/GBI-Library Bonds
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 Bond to
or registered 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
"Bond Registrar"or the "Paying Agent"),with interest on said sum,until paid,at the rate per
annum specified above Irom the date of tins Bond,or from the most recent interest payment date
on which interest has been paid,on June I and December I of each year,commencing December
I,2001,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 Bond Registrar.
This Bond is one of a duly authorized series of bonds (the "Bonds")issued by the City
pursuant to and in strict compliance with the provisions of Division III of Chapter 384 and
Chapter 76 of the Code of Iowa,2001,and all laws amendatory thereof and supplementary
thereto,and in conformity with a resolution of the City Council duly passed,approved and
recorded for the purpose of defraying the cost of constructing,equipping and furnishing a new
municipal library .
The City reserves the right to call and redeem part or all of the Bonds maturing in each of
the years 2010 to 2016,inclusive,prior to and in any order of maturity on June I,2009,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 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 Bond 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 tile 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 winch
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.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Waukeef419580-28/2nd 1'2 GBS/GBI-LibraIY Bonds
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 Bond Registrar,after which
no transfer shall be valid unless made on said books and then only upon presentation of this
Bond to the Bond Registrar,together with either a written instrument of transfer satisfactory to
the Bond 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 Bond 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 Bond 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,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 August 1,2001.
CITY OF WAUKEE,IOWA
By (Facsimile Signature)
Mayor
Attest:
(Facsimile Signature)
City Clerk
(Facsimile Seal)
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Registration Date:(Registration Date)
Waukee/419580-28/2t1d Y,GBS/Gill-Library Bonds
This Bond is one of the Bonds described in the within-mentioned resolution.
BANKERS TRUST COMPANY,N.A.
Des Moines,Iowa
Bond Registrar
By (Signature)
Authorized Officer
STATEMENT OF INSURANCE
Financial Guaranty Insurance Company ("Financial Guaranty")has issued a policy containing the following provisions with respect to
the City of Waukee,Iowa,$2,000,000 General Obligation Library Bonds,Series 2001B,dated July 1,2001 (the "Bonds"),such policy being on
file at the principal office of Bankers Trust Company,N.A.,Des Moines,Iowa,as paying agent (the "Paying Agent"):
Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the
principal of and interest on the Bonds which is then due for payment and which the issuer of the Bonds (the "Issuer")shall have failed to provide.
Due for payment means,with respect to principal (or accreted value in the case of capital appreciation bonds),the stated maturity date thereof,or
the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which the
payment of principal of the Bonds is due by reason of call for redemption (other than mandatory sinking fund redemption),acceleration or other
advancement of maturity,and with respect to interest,the stated date for payment of such interest.
Upon receipt of telephonic or telegraphic notice,subsequently confirmed in writing,or written notice by registered or certified mail,
from a 13ondholder or the Paying Agent to Financial Guaranty that the required payment of principal or interest has not been made by the Issuer
to the Paying Agent,Financial Guaranty on the due date of such payment or within one business day after receipt of notice of such nonpayment,
whichever is later,will make a deposit of funds,in an account with State Street Bank and Trust Company,N.A.,or its successor as its agent (the
"Fiscal Agent"),sufficient to make the portion of such payment not paid by the Issuer.Upon presentation to the Fiscal Agent of evidence
satisfactory to it of the Bondholder's right to receive such payment and any appropriate instruments of assignment required to vest all of such
Bondholder's right to such payment in Financial Guaranty,the Fiscal Agent witt disburse such amount to the Bondholder.
AJ;;used herein the term "Bondholder"means the person other than the Issuer or the borrowerts)of bond proceeds who at the time of
nonpayment of a Bond is entitled under the terms of such Bond to payment thereof.
The policy is non-cancellable for any reason.
FINANCIAL GUARANTY INSURANCE COMPANY
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:
TENCOM -
TENENT
as tenants in common
as tenants by the
entireties
as j oint tenants with
right of survivorship and
not as tenants in common
UTMA_~~~~~~~~~~
(Cust)
As Custodian for _
JTTEN (Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
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DORSEY &WHlTNEY LIP,ATTORNEYS,DES MOINES,IOWA
Waukee/419580-28/2nd Yz GBS/GBI-LibraryBonds
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 ,Attomey,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 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 Bond in every particular,without alteration
or enlargement or any change whatever.
Section 5.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 Bond Registrar
for registration,authentication and delivery to the purchaser,as determined by the City Council,
upon receipt of the purchase price thereof,with accrued interest thereon,and all action
heretofore taken in connection with the sale and award of the Bonds is hereby ratified and
confirmed in all respects.
Section 6.As required by Chapter 76 of the Code of Iowa,and for the purpose of
providing for the levy and collection of a direct annual tax sufficient to pay the interest on the
Bonds as it falls due,and also to pay and discharge the principal thereof at maturity,there is
hereby ordered levied on all the taxable property in the City in each of the years while the Bonds
or any of them are outstanding,a tax sufficient for that purpose,and in furtherance of this
provision,but not in limitation thereof,there be and there is hereby levied on all the taxable
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Waukee/4 t9580-28121ld ~GBS/GBI-Library Bonds
property in the City the following direct annual tax for coIIection in each of the following fiscal
years,to-wit:
FOTcoIIection in the fiscal year beginning July 1,2002,
sufficient to produce the net annual sum of $268,804;
For coIIection in the fiscal year beginning July 1,2003,
sufficient to produce the net annual sum of$195,043;
For coIIection in the fiscal year beginning July 1,2004,
sufficient to produce the net annual sum of$195,505;
For coIIection in the fiscal year beginning July I,2005,
sufficient to produce the net annual sum of$195,762;
For coIIection in the fiscal year beginning July I,2006,
sufficient to produce the net annual sum of$195,812;
For coIIection in the fiscal year beginning July 1,2007,
sufficient to produce the net annual sum of$195,655;
FOTcoIIection in the fiscal year beginning July 1,2008,
sufficient to produce the net annual sum of$195,260.
For coIIection in the fiscal year beginning July 1,2009,
sufficient to produce the net annual sum of$199,455.
For coIIection in the fiscal year beginning July 1,2010,
sufficient to produce the net annual sum of$198,075.
For coIIection in the fiscal year beginning July 1,2011,
sufficient to produce the net annual sum of$196,325.
For collection in the fiscal year beginning July 1,2012,
sufficient to produce the net annual sum of$199,195;
For coIIection in the fiscal year beginning July 1,2013,
sufficient to produce the net annual sum of $201,440;
For coIIection in the fiscal year beginning July 1,2014,
sufficient to produce the net annual sum of$198,040;
For coIIection in the fiscal year beginning July 1,2015,
sufficient to produce the net annual sum of$199,310.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Waukee/419580-2812nd 1,4 GBS/GBI-Library Bonds
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 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 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.
Section 9.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 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 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
term is used in Section 265(b)(3)(B)ofthe Internal Revenue Code.
Section 10.Continuing Disclosure.
(a)Pumose and Beneficiaries.To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit the original purchaser
and other participating underwriters in the primary offering of the Bonds to comply with
amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission (the
"SEC")under the Securities Exchange Act of 1934 (17 C.F.R.§240.15c2-12),relating to
continuing disclosure (as in effect and interpreted from time to time,the "Rule"),which will
enhance the marketability of the Bonds,the City hereby makes the following covenants and
agreements for the benefit of the Owners (as hereinafter defmed)from time to time of the
outstanding Bonds.The City is the only "obligated person"with respect to the Bonds within the
meaning of the Rule for pUlposes of identifying the entities with respect to which continuing
disclosure must be made.
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DORSEV &WHITNEY LLP,ATTORNEYS,DES MOlNES,IOWA
Waukee/419580-28/2"d Y2GBS/GBT-Library Bonds
Currently,the City is compliant with its Continuing Disclosure requirements.However,
the City inadvertently failed to comply with previous undertakings under the Rule with respect to
its Series 1998 and 1999 General Obligation Bonds.The required Annual Reports were filed as
of April 2001,and the failure to timely file has been reported in accordance with the Rule.The
City has implemented procedures to assure future compliance.
If the City fails to comply with any provisions of tbis 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 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 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 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 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.
(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 270 days after the end of each fiscal year of the City,commencing
with the fiscal year ending June 30,2001,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 ofIowa,which financial statements shall contain 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 of the 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 there from and the effect thereof,and certified as to accuracy and completeness in
all material respects by the fiscal officer of the City;and
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Waukee/419580-28/2nd Ih GBS/GBI-Library Bonds
(B)To the extent not included in the fmancial statements referred to in paragraph (A)
hereof,information of the type set forth below,which information may be unaudited,but is to be
certified as to accuracy and completeness in all material respects by the City's financial officer to
the best of his or her knowledge,which certification may be based on the reliability of
information obtained from governmental or other third party sources:
City Property Values
Trend of Valuations
Larger Taxpayers
Direct Debt
Indirect General Obligation Debt
Debt Ratios
Tax Rates
Tax Levies and Tax Collections
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 IO days after the receipt thereof,the City shall provide the audited
fmancial statements.
Any or all of the Disclosure Information may be incorporated by reference,if it is
updated as required hereby,[TOm 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.
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):
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(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;
(0)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)
conditions:
In a timely manner,notice of the occurrence of any of the following events or
(A)the failure of the City to provide the Disclosure Information required under
paragraph (b)(I)at the time specified thereunder;
(B)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 ofthe 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:
(I)the information described in paragraph (I)of subsection (b),to each then
nationally recognized municipal securities information repository under the Rule and to any state
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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 Bonds and,at the expense of such Bondowner,to any Bondowner 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.
(d)Tenl1;Amendments;Interpretation.
(1)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 this section will not cause participating underwriters in the primary
offering of the Bonds or securities films 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.
(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 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 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)ofthe 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 Bonds,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 Bondowners 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.
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(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 July 16,2001.
Attest:
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Mark J.Arentsen,C
~U2 .1J7Z
Administrator!C1en~
ROLL CALL VOTE AYE NAY ABSENT
Nicholas C.Gruber X
Marvin Berger X
Bill Peard X
Mike Watts X
Wayne Johnson X
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