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
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NAY ABSENT
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