HomeMy WebLinkAbout2001-07-16-Resolutions 01-118_Bonds - GO Urban Renewal Series 2001C - IssuanceRESOLUTION NO.01-118
Providing for the sale and issuance of $2,000,000 General Obligation Urban Renewal
Bonds,Series 2001 C,and providing for the levy of taxes to pay the same
WHEREAS,notice of the proposed action of the City Council of Waukee,Iowa (the
"City")to institute proceedings for the issuance of $2,000,000 General Obligation Urban
Renewal Bonds,Series 200lC (the "Bonds"),was heretofore given pursuant to the provisions of
Chapter 403 of the Code of Iowa and Division III of Chapter 384 of the Code of Iowa for the
purpose of planning,undertaking and carrying out an urban renewal project within the Waukee
Urban Renewal Area,consisting of sidewalk,st01111sewer,sanitary sewer,paving and park
improvements,and healing was held thereon;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 final consideration of all bids,the bid of Dain Rauscher Incorporated,
West Des Moines,Iowa,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 1.The bid referred to in the preamble hereof is hereby accepted,and the
Bonds,maturing on June 1 in each of the years,in the respective principal amounts and bearing
interest at the respective rates,as follows::
Interest Rate
Per Annum
Principal
Amount
Interest Rate
Per Annum
Principal
Amount
2003
2004
2005
2006
2007
2008
2009
4.00%
4.00%
4.00%
4.00%
4.00%
4.00%
4.10%
$70,000
$85,000
$100,000
$120,000
$125,000
$135,000
$145,000
2010
2011
2012
2013
2014
2015
2016
4.20%
4.30%
4.40%
4.50%
4.60%
4.70%
4.80%
$150,000
$160,000
$165,000
$175,000
$180,000
$190,000
$200,000
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 are hereby authorized to accept and execute the same for and on behalf of
the City and to affix the City seal thereto.
Section 3.The Bonds shall be in the denomination of $5,000 each,or any integral
multiple thereof,shall be dated December I,2001,and shall become due and payable and bear
interest as set forth in Section I 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 tight 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.
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 ofthe 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.
)
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 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 URBAN RENEWAL BOND,
SERIES 2001C
No.
$._--
RATE MATURITY DATE BOND DATE CUSIP
August 1,2001
,)The City of Waukee (the "City"),in the County of Dallas,State ofIowa,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 armum specified above from the date of this Bond,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 1,2001,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
will 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 Chapters 384 and 403 of
the Code ofIowa,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 planning,undertaking and carrying out an urban
renewal proj ect within the Waukee Economic Development District,consisting of the
construction of improvements to the Hart Center recreation facility.
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 (0
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.J
TIns 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 dilly executed by the registered owner or the duly authorized attomey 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,premiurn,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 linIitations.
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 I,2001.
CITY OF WAUKEE,IOWA
Signature)
By -----'("F-"a"'cs"'im~il"'e
Mayor
Attest:
(Facsimile Signature)
City Clerk
Registration Date:(Registration Date)
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
TIlls 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
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:
TEN COM -as tenants in common UTMA
TEN ENT as tenants by the
entireties As
(Cust)
Custodian for
JTTEN as joint tenants with
right of survivorship and
(Minor)
under Uniform Transfers to Minors Act
not as tenants in common,_)
(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 tills 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 -------,-----,-------c:-,------,-----'Attorney,
to transfer this Bond on the books kept for registration thereof with full power of
substitution.)Dated:_
Signature gnaranteed:
(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 property in the City the following direct
annual tax for collection in each ofthe following fiscal years,to-wit:
For collection in the fiscal year beginning July 1,2002,
sufficient to produce the net annual sum of $228,529;
For collection in the fiscal year beginning July 1,2003,
sufficient to produce the net annual sum of $168,670;
For collection in the fiscal year beginning July 1,2004,
sufficient to produce the net annual sum of $180,270;
For collection in the fiscal year beginning July 1,2005,
sufficient to produce the net annual sum of$196,270;
For collection in the fiscal year beginning July 1,2006,
sufficient to produce the net annual sum of$196,470;
For collection in the fiscal year beginning July 1,2007,
sufficient to produce the net annual sum of$201,470;
For collection in the fiscal year beginning July 1,2008,
sufficient to produce the net annual sum of $206,070;
For collection in the fiscal year beginning July 1,2009,
sufficient to produce the net annual sum of $205,125;
For collection in the fiscal year beginning July 1,2010,
sufficient to produce the net annual sum of $208,825;
For collection in the fiscal year beginning July 1,2011,
sufficient to produce the net annual sum of $206,945
For collection in the fiscal year beginning July 1,2012,
sufficient to produce the net annual sum of $209,685;
For collection in the fiscal year beginning July 1,2013,
sufficient to produce the net annual sum of $206,81 0;
)For collection in the fiscal year beginning July 1,2014,
sufficient to produce the net annual sum of $208,530;
For collection in the fiscal year beginning July 1,2015,
sufficient to produce the net annual sum of$209,600.
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 tile Bonds be and
remain excluded from gross income for federal income tax purposes pursuant to the
appropriate prOVISIOnsof the Intemal 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 Intemal 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)of the Intemal 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 defined)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 purposes
of identifying the entities with respect to which continuing disclosure must be made.
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
AI111UalReports 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 this 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 defmed)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)Infonnation 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 of Iowa,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
)
(B)To the extent not included in the financial 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 govermnental 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
1Notwithstandingtheforegoingparagraph,if the audited fmancial statements are
not available by the date specified,the City shall provide on or before such date
unaudited financial statements in the fonnat 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 fmancial 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.
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 defmed 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 Infonnation is changed or this section is amended as permitted
by this paragraph (b)(l)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 defmed):
(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)Bond calls;
(I)Defeasances;
(J)Release,substitution,or sale of property secunng 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)In a timely maimer,notice of the occurrence of any of the following events
or conditions:
(A)the failure of the City to provide the Disclosure Information required
under paragraph (b )(1)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 of the City.
(c)Marmer 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
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
maintammg 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)Telm: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
firms 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)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 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 ofthe 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.
(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:
)
ROLL CALL VOTE AYE NAY ABSENT
Nicholas C.Gruber X
Marvin Berger X
Bill Peard X
Mike Watts X
Wayne Johnson X
]
)