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HomeMy WebLinkAbout2005-02-14-Resolutions 05-29_Bonds - GO Golf Course Note - IssuanceRESOLUTION NO.05-29 Resolution authorizing and approving a Loan Agreement and providing for the issuance of a $700,000 General Obligation Golf Course Note and providing for the levy of taxes to pay the same WHEREAS,pursuant to the provisions of Section 384.24A of the Code of Iowa, the City of Waukee,Iowa (the "City"),has heretofore proposed to contract indebtedness and enter into a loan agreement (the "Loan Agreement")in the principal amount of $700,000 to provide funds to pay the cost,to that extent,of acquiring a golf course (the "Golf Course")and has published notice of the proposed action and has held a hearing thereon and no petition has been filed asking that the question of entering into the Loan Agreement be presented to the registered voters of the City;and WHEREAS,it is necessary at this time to authorize and approve the Loan Agreement and to make provision for the issuance of a General Obligation Golf Course Note (the "Note"),in the principal amount of $700,000,in evidence of the obligation of the City under the Loan Agreement; NOW,THEREFORE,Be It Resolved by the City Council of the City of Waukee, Iowa,as follows: Section 1.The City hereby determines to enter into the Loan Agreement with Charter Bank and Waukee State Bank,as lender (the "Lender"),providing for a loan to the City in the principal amount of $700,000 for the purpose or purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City,and the Loan Agreement is hereby approved. Section 2.The Note is hereby authorized to be issued in the principal amount of $700,000,and shall be dated as of the date of its delivery to the Lender and shall be payable as to both principal and interest in the manner hereinafter specified. The City Clerk is hereby designated as the registrar and paying agent for the Note and may be hereinafter referred to as the "Registrar"or the "Paying Agent". Principal of the Note shall bear interest until paid from the date of the Note or from the last date on which interest has been paid at the rate of 3.75%per annum.Both principal of and interest on the Note shall be payable in equal semiannual installments in the amount of $30,720.31 each,due on June 1 and December 1 each year,commencing December 1,2005,and continuing through and including December 1,2009,wtih one final installment of all remaining principal and interest due thereon at maturity on June 1, 2010.All payments shall be applied first to the payment of interest due and next to the reduction of principal.Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of both principal of and interest on the Note shall be made 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 payment date and shall be paid by check or draft mailed to the registered owner at the address shown on such registration books;provided,however,that the final instalhnent of principal and interest shall be payable only upon presentation and surrender of the Note to the Paying Agent. The City reserves the right to prepay principal of the Note in whole or in part at any time prior to and in inverse order of maturity on terms of par and accrued interest. All principal so prepaid shall cease to bear interest on the prepayment date. 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 Note. The Note 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 a fully registered Note without interest coupons.In case any officer whose signature or the facsimile of whose signature appears on the Note shall cease to be such officer before the delivery of the Note,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 Note shall be fully registered as to principal and interest in the name of the owner 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 owner or its legal representatives or assigns.The Note 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 form thereon completed and duly executed by the registered owner or the dilly authorized attorney for such registered owner. The record and identity of any owners of the Note shall be kept confidential as provided by Section 22.7 of the Code ofIowa. Section 3.The Note shall be in substantially the following form: (Form of Note) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF DALLAS CITY OF WAUKEE GENERAL OBLIGATION GOLF COURSE NOTE No.1 $700,000 RATE MATURITY DATE NOTE DATE 3.75%June I,2010 (Closing Date) The City of Waukee (the "City"),in the County of Dallas,State oflowa,for value received,promises to pay in the mauner hereinafter provided to Charter Bank or registered assigus,the principal sum of SEVEN HUNDRED THOUSAND DOLLARS,together with interest on the outstanding principal hereof from the date of this Note,or from the most recent payment date on which interest has been paid,except as the provisions hereinafter set forth with respect to prepayment prior to maturity may be or become applicable hereto. Principal of this Note bears interest until paid at the rate of 3.75%per annum. Both principal of and interest on this Note are payable in nine equal semiannual instalhnents in the amount of $30,720.3 I each,due on June I and December I each year, commencing December I,2005,and continuing through and including December I, 2009,with one final instalhnent of all remaining principal and interest due thereon at maturity on June 1,2010.All payments will be applied first to the payment of interest due and next to the reduction of principal.Interest will be calculated on the basis of a 360-day year comprised of twelve 30-day months. Both principal of and interest on this Note are payable to the registered owner appealing on the registration books of the City maintained by the City Clerk (hereinafter referred to as the "Registrar"or the "Paying Agent")at the close of business on the fifteenth day of the month next preceding the payment date in lawful money of the United States of America by check or draft mailed to the registered owner at the address shown on such registration books;provided,however,that the fmal installment of principal and interest will be payable only upon presentation and surrender of this Note to the Paying Agent.I This Note is issued by the City to evidence its obligation under a certain Loan Agreement,dated as of the date hereof (the "Loan Agreement")entered into by the City for the purpose of providing funds to pay a portion of the cost of acquiring a golf course (the "Golf Course"). This Note is issued pursuant to and in strict compliance with the provisions of Chapter 384 and Chapter 76 of the Code of Iowa,2005,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 this Note (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 ofthis Note and the rights of the owner of this Note. The City reserves the right to prepay principal of this Note,in whole or in part,at any time prior to and in inverse order of maturity on terms of par and accrued interest. All principal so prepaid will cease to bear interest on the prepayment date. This Note 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 Note to the Registrar,together with either a written instrument of transfer satisfactory to the 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 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. And It Is Hereby Certified and Recited that all acts,conditions and things required by the laws and Constitution of the State ofIowa,to exist,to be had,to be done or to be performed precedent to and in the issue of this Note 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 Note 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 Note,does not exceed any constitutional or statutory limitations. IN TESTIMONY WHEREOF,the City of Waukee,Iowa,by its City Council,has caused this Note to be sealed with its official seal,to be executed by its Mayor and attested by its City Clerk,as of (Closing Date). CITY OF WAUKEE,IOWA By _ Tony Oberman,Mayor Attest: (DO NOT SIGN) Mark J.Arentsen,City Administrator (Seal) ABBREVIATIONS The following abbreviations,when used in this Note,shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common UTMA (Custodian) TENENT JTTEN -as tenants by the entireties -as joint tenants with right of survivorship and not as tenants in common As Custodian for (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. ASSIGNMENT r I I For valuable consideration,receipt of which IS hereby acknowledged,the undersigned assigns this Note 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-,----,---,----,--,------:---c:"Attorney, to transfer this Note on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed:} NOTICE:The signature to this Assignment must correspond with the name of the registered owner as it appears on this Note in every particular,without alteration or enlargement or any change whatever. Section 4.The Note shall be executed as herein provided as soon after the adoption of this resolution as may be possible and thereupon shall be delivered to the Registrar for registration 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 5.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 Note 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 Note is 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: For collection in the fiscal year beginning July 1,2005, sufficient to produce the net annual sum of$61,441; For collection in the fiscal year beginning July 1,2006, sufficient to produce the net annual sum of$61,441; For collection in the fiscal year beginning July 1,2007, sufficient to produce the net annual sum of $61,441; For collection in the fiscal year beginning July 1,2008, sufficient to produce the net annual sum of $61 ,441; For collection in the fiscal year beginning July 1,2009, sufficient to produce the net annual sum of$61,441. Section 6.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 ofthe 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 Note hereby authorized and for no other purpose whatsoever. Section 7.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 to the sum thus advanced. Section 8.It is the intention of the City that interest on the Note 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 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 Note 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 desiguates the Note as a "Qualified Tax Exempt Obligation"as that term is used in Section 265(b)(3)(B)of the Intemal Revenue Code. Section 9.All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved on February 14,2005. Tony 0 Attest: ~L~~!1t~Catherine A.Paardekooper,Deputy Clerk ROLL CALL VOTE Nicholas C.Gruber Donald L.Bailey,II. Bill Peard Jeff Mertz Darlene Stanton AYE X NAY ABSENT X X X X ,,