HomeMy WebLinkAbout2001-04-16-Resolutions 01-59_Bonds - GO Corp Purpose Series 2001A - IssuanceRESOLUTION NO.01·59 IAUTHORIZINGANDAPPROVINGASINGLELOANAGREEMENTINTHE
AMOUNT OF $950,000,AND PROVIDING FOR THE SALE AND ISSUANCE OF
$950,000 GENERAL OBLIGATION CORPORATE PURPOSE BONDS,SERIES
2001A,AND FOR THE LEVY OF TAXES TO PAY THE SAME
WHEREAS,pursuant to the provisions of Section 384.24A of the Code of Iowa
and in lieu of calling an election thereon,notice was duly published and hearing has been
held on the proposal of the City of Waukee,Iowa (the"City"),to contract indebtedness
and enter into a loan agreement in the principal amount of $700,000 for the purpose of
paying the cost,to that extent,of the acquisition of an office building for use as a city hall
(the "City Hall Loan Agreement");and no petition being filed with the City Clerk asking
that the question of entering into the City Hall Loan Agreement be submitted to the
qualified electors of the City;the City has determined to enter into the City Hall Loan
Agreement;and
WHEREAS,thereafter the City proposed to enter into a loan agreement in the
principal amount of $250,000 pursuant to the provisions of Section 384.24A of the Code
of Iowa for the purpose of paying the cost,to the extent,of the acquisition,construction,
improvement and installation of street lighting fixtures,connections,and facilities;and
the acquisition and installation of an emergency warning sirens (the "Corporate Purpose
Loan Agreement"),and has published notice of such proposal and has held a hearing
thereon;and J
WHEREAS,pursuant to Section 384.28 of the Code of Iowa,the City Council
determined to combine the City Hall Loan Agreement and the Corporate Purpose Loan
Agreement and enter into a single loan agreement in the amount of $950,000 (hereinafter
referred to as the "Loan Agreement"),and to advertise the sale of General Obligation
Corporate Purpose Bonds,Series 200lA (the "Bonds"),in the principal amount of
$950,000 to be issued in evidence of the City's obligation under the Loan Agreement;
WHEREAS,pursuant to advertisement of sale,bids for the purchase of the
Bonds were received and canvassed on behalf of the City and the substance of such bids
noted in the minutes;and,upon final consideration of all bids,the bid of
~AA1"fl!?$'E ....ClL,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,Iowa,as follows:
Section I.The City shall enter into the Loan Agreement with the aforesaid
bidder,as lender (the "Lender"),in substantially the form as will be placed on file with
the Council,providing for a loan to the City in the principal amount of $950,000,at a
discount of $,for the purpose or purposes set forth in the preamble hereof.I
The Mayor and City Clerk are herby authorized and directed to sign the Loan
Agreement on behalf of the City,and the Loan Agreement is hereby approved.
Section 2.The bid of the Lender referred to in the preamble is hereby accepted,
and the Bonds,dated April 15,2001,maturing on June 1 in each of the years,in the
principal amounts,in the denomination of $5,000 each or any integral multiply thereof,
and bearing interest at the respective rates as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2003 $50,000 -_%2010 $70,000 --%
2004 $55,000 -_%2011 $70,000 %
2005 $55,000 -_%2012 $75,000 --%
2006 $55,000 2013 $80,000 --%
2007 $60,OQO -_%2014 $80,000 --%
2008 $60,000 -_%2015 $85,000 -_%
2009 $65,000 -_%2016 $90,000 -_%
are hereby awarded to the Lender at the price specified in such bid,together with accrued
interest,and the Bonds are hereby authorized to be issued.
Section 3.The form of agreement of sale (the "Sale Agreement")of the Bonds to
the Lender is hereby approved,and the Mayor and City Clerk are hereby authorized to
execute the Sale Agreement for and on behalf of the City.
Bankers Trust Company,N.A.,Des Moines,Iowa,is hereby designated as the
Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the
"Registrar"or the "Paying Agent".The City shall enter into an agreement (the
"Registrar/Paying Agent Agreement")with the Registrar,in substantially the form as has
been placed on file with the Council;the Mayor and City Clerk are hereby authorized and
directed to sign the Registrar/Paying Agent Agreement on behalf of the City;and the
Registrar/Paying Agent Agreement is hereby approved.
The City reserves the light to prepay 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 the Registrar 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 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
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 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 not be valid or become obligatory for any purpose until the
Certificate of Authentication thereon shall have been signed by the Registrar.
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 Registrar,and after such
registration,payment of the principal thereof and interest thereon shall be made only to
the registered owners or their legal representatives or assigns.Each Bond shall be
transferable only upon the registration books of the City upon presentation to the
Registrar,together with either a written instrument of transfer satisfactory to the Registrar
or the assignment from thereon completed and dul y 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 of Iowa.
Section 4.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 I
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,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 recei ve a
credit balance in the records ofDTC 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.
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 5.The bonds shall be in substantially the following form:
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF DALLAS
CITY OF WAUKEE
GENERAL OBLIGATION CORPORATE PURPOSE BOND,
SERIES 2001A
No.$,----1
RATE MATURITY DATE Bond DATE CUSIP
April 15,2001
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 "Registrar"or the "Paying Agent"),with interest on said sum,until
paid,at the rate per annum 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 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 1
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 Registrar.
This bond is one of a series of General Obligation Corporate Purpose bonds,
Series 200lA,(the "Bonds")issued in the aggregate principal amount of $950,000 by the
City to evidence its obligation under a certain loan agreement,dated as of April 15,2001
(the "Loan Agreement"),entered into by the City for the purpose of providing funds to
pay costs of the acquisition of an office building for use as a city hall;the acquisition,
construction,improvement and installation of street lighting fixtures,connections,and
facilities;and the acquisition and installation of an emergency warning sirens.
The Bonds are issued pursuant to and in strict compliance with the provisions of
Chapter 384 and Chapter 76 of the Code of Iowa,2001,and all other laws amendatory
thereof and supplemental thereto,and in conformity with a resolution of the City Council
authorizing and approving the Loan Agreement and providing for the issuance and
securing the payment of the Bonds (the "Resolution"),and reference is hereby made to
the Resolution and the Loan Agreement for a more complete statement as to the source of
payment of the Bonds and the rights of the owners of the Bonds.
The City reserves the right to prepay 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 the Registrar 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 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 light of redemption and
as to which notice as aforesaid shall have been given and for the redemption of which
funds are duly provided,shall cease to bear interest on the redemption date.
This 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 Registrar,
after which no transfer shall be valid unless made on said books and then only upon
presentation of this Bond to the Registrar,together with either a written instrument of
transfer satisfactory to the Registrar or the assignment from hereon completed and duly
executed by the registered owner or the duly authorized attorney for such registered
owner.
The City,the Registrar and the Paying Agent may deem and treat the registered
owner hereof as the absolute owner for the purpose of receiving payment of or on
account of principal hereof,premium,if any,and interest due hereon and for all other
purposes,and the City,the Registrar and the Paying Agent shall not be affected by any
notice to the contrary.
I
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 and
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 Aprill5,2001.
CITY OF WAUKEE,IOWA I
By _
Donald L.Bailey,Jr.,Mayor
Attest:
Mark J.Arentsen,City Administrator/Clerk
Registration Date:_
REGISTRATAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Resolution.I
BANKERS TRUST COMPANY,N.A.
Des Moines,Iowa
Registrar
By _
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
TENENT
as tenants in common
as tenants by the entireties
UTMA _
JTTEN as joint tenants with
light of survivorship and
not as tenants in common
(Custodian)
As Custodian for _
(Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration,receipt of which is hereby acknowledged,the
undersigned assigns this 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 ,Attorney,to
transfer this Bond on the books kept for registration thereof with full power of
substitution.
Date:_
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 pro gram.)
NOTICE:The signature to this Assigmnent must
correspond with the name ofthe registered owner as
it appears on this Bond in every particular,without
alteration or enlargement or any change whatever.
Section 6.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 Registrar for registration,authentication and delivery to the Lender,upon receipt of
the loan proceeds,and all action heretofore taken in connection with the Loan Agreement
is hereby ratified and confirmed in all respects.
Section 7.For the purpose of providing for the levy and collection of a direct
annual tax sufficient to pay the principal of and interest on the Bonds as the same become
due,there is hereby ordered levied on all the taxable property in the City in each of the
years while the Bonds are outstanding,a tax sufficient for that purpose,and in
furtherance of this provision,but not in limitation thereof,there is hereby levied on all the
taxable property in the City the following direct annual tax for collection in each of the
following fiscal years,to-wit:
1
For collection in the fiscal year beginning July 1,2002
sufficient to produce the net annual sum of $~~~
For collection in the fiscal year beginning July 1,2003,
sufficient to produce the net annual sum of $_
For collection in the fiscal year beginning July 1,2004
sufficient to produce the net annual sum of $~~~_
For collection in the fiscal year beginning July 1,2005,
sufficient to produce the net annual sum of $~~~_
For collection in the fiscal year beginning July 1,2006,
sufficient to produce the net annual sum of $~~~_
For collection in the fiscal year beginning July 1,2007,
sufficie~t to produce the net annual sum of $.~~_
1ForcollectioninthefiscalyearbeginningJuly1,2008,
sufficient to produce the net annual sum of $.~~_
For collection in the fiscal year beginning July 1,2009,
sufficient to produce the net annual sum of $,_
For collection in the fiscal year beginning July 1,2010,
sufficient to produce the net annual sum of $,_
For collection in the fiscal year beginning July 1,2011,
sufficient to produce the net annual sum of $,_
For collection in the fiscal year beginning July 1,2012,
sufficient to produce the net annual sum of $_
For collection in the fiscal year beginning July 1,2013,
sufficient to produce the net annual sum of $,_
For collection in the fiscal year beginning July 1,2014,
sufficient to produce the net annual sum of $_
For collection in the fiscal year beginning July 1,2015,
sufficient to produce the net annual sum of $,_
Section 8.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 9.The interest or principal and both of them falling due in any year or
years shall,if necessary,be paid promptly from current funds on hand in advance of taxes
levied and when the taxes shall have been collected,reimbursement shall be made to such
current funds in the sum thus advanced.
The City hereby pledges the faith,credit,revenues and resources and all of the
real and personal property of the City for the full and prompt payment of the principal of
and interest on the Bonds.
Section 10.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 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 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)of the Internal Revenue Code.
Section 11.Continuing Disclosure.Continuing Disclosure.
(a)Purpose 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 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 this section,any person
aggrieved thereby,including the Owners of any outstanding Bonds,may take
whatever action at law or in equity 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.IAsusedinthissection,"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)InfOlmation 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 as 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
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
governmental or other third party sources:
City Property Values
Trend of Valuations
Larger Taxpayers
Direct Debt
Indirect General Obligation Debt I
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 10
days after the receipt thereof,the City shall provide the audited financial
statements.
Any or all of the Disclosure Information may be incorporated by
reference,if it is updated as required hereby,from other documents,including
official statements,which have been submitted to each of the repositories
hereinafter referred to under subsection (b)or the SEC.If the document
incorporated by reference is a final official statement,it must be available from
the Municipal Securities Rulemaking Board.The City shall clearly identify in the
Disclosure Information each document so incorporated by reference.]
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 has 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);I
(A)Principal and interest payment delinquencies;
(B)Non-payment related defaults;
(C)Unscheduled draws on debt service reserves reflecting financial
difficulties;
(0)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 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 reasonable prudent investor would attach important thereto
in deciding to buy,hold or sell a Bond or,if not disclosed,would significantly
after 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 manner,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
subsectioin (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);
(0)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.I(C)Manner of Disclosure.The City agrees to make available the
information described in subsection (b)to the following entities by telecopy,
overnight delivery,mail or other means,as appropriate;
(1)the information described in paragraph (1)of subsection (b),to each
then nationally recognized municipal securities information repository under the
Rule and to any state information depository then designated or operated by the
State of Iowa as contemplated by the Rule (the "State Depository"),if any;
(2)the information described in paragraphs (2)and (3)of subsection (b),
to the Municipal Securities Rulemaking Board and to the State Depository,if any;
and
(3)the information described in subsection (b),to any rating agency then
maintaining a rating of the 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)Term;Amendments;Interpretation.1
(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 oflegislative 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 J
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
(ii)(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.
(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 12 All resolutions or parts thereof in conflict herewith are hereby
repealed to the extent of such conflict.
Passed and approved April 16,2001.
Attest:
ROLLCALL A YES NAYS ABSENT
Nicholas Gruber
Marvin Berger
Mike Watts
Bill Peard
Wayne Johnson
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