HomeMy WebLinkAbout2021-02-16-H04C GO Lease-Purchase for Golf Course Rough Mower_Authorize AgreementAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: February 16, 2021
AGENDA ITEM:Consideration of approval of a resolution authorizing action to enter into a
Lease Purchase Agreement and levying a tax to pay said Lease Purchase
Agreement
FORMAT:Resolution
SYNOPSIS INCLUDING PRO & CON:
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$47,750.00
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
II. Lease-Purchase Documents
PREPARED BY: Becky Schuett
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
H4C
RESOLUTION 2021-
RESOLUTION AUTHORIZING ACTION TO ENTER INTO A
LEASE PURCHASE AGREEMENT IN THE PRINCIPAL
AMOUNT OF $47,750 FOR A LEASE OR LEASE PURCHASE
OF GOLF COURSE EQUIPMENT FOR A GENERAL
CORPORATE PURPOSE
WHEREAS, the City of Waukee, State of Iowa (the "City"), is in need of funds to pay
costs of the lease or lease purchase of golf course equipment, and it is deemed necessary and
advisable that a lease purchase agreement in the aggregate principal amount of $47,750 be
entered into for such purpose; and
WHEREAS, pursuant to notice published as required by Sections 362.4(4) and 384.26 of
the Code of Iowa, as amended (the "Code"), this Council has held a public meeting and hearing
upon the proposal to institute proceedings for the authorization of a lease purchase agreement in
the aggregate principal amount of not to exceed $50,000 for such purposes, and the Council is
therefore now authorized to proceed with the authorization of the lease purchase agreement; and
WHEREAS, VGM Financial Services, having its principal place of business in Waterloo,
Iowa ("VGM"), has agreed to loan the City the principal sum of $47,750 pursuant to the terms of
a schedule to Master Lease and the underlying Master Lease Agreement (the "Lease") dated as of
January 13, 2014, between the City, as Lessee, and VGM, as Lessor thereunder; and
WHEREAS, the City will agree in the Lease to repay VGM the principal sum of $47,750,
plus interest on such amount at a rate of 5.102% per annum and any applicable taxes or
miscellaneous payment due thereunder, over a period of 55 months, resulting in total payments
thereunder of $55,417.20, all as set forth in the Lease; and
WHEREAS, this Council has determined that the terms of the Lease do not exceed the
economic life of the property being acquired pursuant thereto; and
WHEREAS, the Lease will be payable from the Debt Service Fund; and
WHEREAS, there have been presented to this meeting the form of Lease documents
between the City and VGM which the City proposes to enter into; and
WHEREAS, it appears that such instruments are in appropriate form and are appropriate
instruments for the purposes intended.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WAUKEE, STATE OF IOWA:
Section 1. Definitions. The following terms shall have the following meanings in this
Resolution unless the text expressly or by necessary implication requires otherwise:
"Equipment" shall mean the new golf course equipment, as more particularly
described in the Lease.
"Financing Documents" shall mean any insurance, delivery, transcript and
incumbency certificates to be delivered in conjunction with the closing of the Lease,
relating to the Equipment to be acquired pursuant to the Lease, and Form 8038-GC
Information Reporting Returns.
"Issuer" or "City" or "Lessee" shall mean the City of Waukee, State of Iowa.
"Lease" shall mean the Master Lease, in the initial principal amount of $47,750,
by and between the City and VGM.
"Project Fund" shall mean the fund established by this Resolution for the deposit
of the proceeds of the Lease.
"Rebate Fund" shall mean the fund so defined in and established pursuant to the
Tax Exemption Certificate.
"Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed
by the Director of Finance and delivered at the time of issuance and delivery of the
Lease.
"VGM" or "Lessor" shall mean VGM Financial Services of Waterloo, Iowa.
Section 2. Authority and Purpose. The Lease authorized by this Resolution shall be
issued pursuant to Sections 362.4(4) and 384.26 of the Code of Iowa, and in compliance with all
applicable provisions of the Constitution and laws of the State of Iowa. The Lease is hereby
authorized in the aggregate principal amount of $47,750 for the purpose of paying costs of
acquiring the Equipment.
Section 3. Approval of Lease. VGM shall deliver the Equipment to the City secured by
the Lease in the aggregate principal sum of $47,750, which provide for the repayment by the
City in an amount equal to the principal and interest at a per annum rate of 5.102% on the
unpaid balance thereof from the date of delivery of the Lease to VGM, in the amounts and at the
rates and in installments as specified therein, and the form and content of the Lease, the
provisions of which are incorporated herein by reference, hereby are in all respects authorized,
approved and confirmed, and the Mayor and the City Clerk are hereby authorized, empowered
and directed to execute, attest, seal and deliver the Lease for and on behalf of the City, including
necessary counterparts and in substantially the form and content now before this meeting but
with such changes, modifications, additions or deletions therein as shall to them seem necessary,
desirable or appropriate, their execution thereof to constitute conclusive evidence of their
approval of any and all changes, modifications, addition or deletions therein from the form and
content of the Lease now before this meeting, and from and after the execution and delivery of
the Lease, the Mayor and the City Clerk are hereby authorized, empowered and directed to do all
such acts and things and execute all such documents as may be necessary to carry out and
comply with the provisions of the Lease as executed.
Section 4. Additional Documents. The Mayor, City Clerk and Director of Finance hereby
are authorized, empowered and directed to execute, attest, seal and deliver for and on behalf of
the City any and all Financing Documents and any other additional certificates, documents,
opinions or other papers and perform all other acts, including without limitation the execution of
all closing documents, as they may deem necessary or appropriate in order to implement and
carry out the intent and purposes of this Resolution.
Section 5. Levy and Certification of Annual Tax; Other Funds to be Used.
(a) Levy of Annual Tax. That for the purpose of providing funds to pay the
principal and interest of the Lease hereinafter authorized to be issued, there shall be
levied in the Debt Service Fund for each future year the following direct annual tax on all
of the taxable property in City of Waukee, Iowa, to-wit:
AMOUNT
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION
$8,083.44 2021/2022
$8,083.44 2022/2023
$8,083.44 2023/2024
$8,083.44 2024/2025
$23,083.44 2025/2026
(NOTE: For example the levy to be made and certified against the taxable valuations of
January 1, 2020, will be collected during the fiscal year commencing July 1, 2021).
(b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution should be filed with the County Auditor of Dallas County, State of Iowa, and
said Auditor is hereby instructed in and for each of the years as provided, to levy and
assess the tax hereby authorized in Section 2 of this Resolution, in like manner as other
taxes are levied and assessed, and such taxes so levied in and for each of the years
aforesaid be collected in like manner as other taxes of the City are collected, and when
collected be used for the purpose of paying principal and interest on said Bonds issued in
anticipation of said tax, and for no other purpose whatsoever.
(c) Additional City Funds Available. Principal and interest coming due at any
time when the proceeds of said tax on hand shall be insufficient to pay the same shall be
promptly paid when due from current funds of the City available for that purpose and
reimbursement shall be made from such special fund in the amounts thus advanced.
Section 6. Lease Fund. The tax shall be assessed and collected each year at the same time
and in the same manner as, and in addition to, all other taxes in and for the City, and when
collected they shall be converted into a special fund within the Debt Service Fund to be known
as the "LEASE PURCHASE DEBT SERVICE FUND 2021 NO. 1" (the "Lease Fund"), which is
hereby pledged for and shall be used only for the payment of the principal of and interest on the
Lease herein authorized to be issued.
Section 7. Registration of Lease; Appointment of Registrar; Transfer; Ownership and
Delivery.
(a) Registration. The ownership of the Lease may be transferred only by the
making of an entry upon the books kept for the registration and transfer of ownership of
the Lease, and in no other way. The City Clerk is hereby appointed as Registrar and
Paying Agent under the terms of this Resolution. Registrar shall maintain the books of
the Issuer for the registration of ownership of the Lease for the payment of principal of
and interest on the Lease as provided in this Resolution. The Lease shall be negotiable as
provided in Article 8 of the Uniform Commercial Code subject to the provisions for
registration and transfer contained in the Lease and in this Resolution.
(b) Transfer. The ownership of the Lease may be transferred only upon the
Registration Books kept for the registration and transfer of the Lease and only upon
surrender thereof at the office of the Registrar together with an assignment duly executed
by the holder or his duly authorized attorney in fact in such form as shall be satisfactory
to the Registrar, along with the address and social security number or federal employer
identification number of such transferee (or, if registration is to be made in the name of
multiple individuals, of all such transferees). In the event that the address of the
registered owner of the Lease (other than a registered owner which is the nominee of the
broker or dealer in question) is that of a broker or dealer, there must be disclosed on the
Registration Books the information pertaining to the registered owner required above.
Upon the transfer of the Lease, a new fully registered Lease, of any denomination
permitted by this Resolution in aggregate principal amount equal to the unmatured and
unredeemed principal amount of such transferred fully registered Lease, and bearing
interest at the same rate and maturing on the same date or dates shall be delivered by the
Registrar. Any costs or expenses, including counsel fees, of the Registrar incurred in
connection with an exchange or transfer of the Lease shall be paid by the holder of the
Lease requesting such transfers as a condition precedent to the exercise of the privilege of
making such exchange or transfer.
(c) Registration of Transferred Lease. In all cases of the transfer of the Lease,
the Registrar shall register, at the earliest practicable time, on the Registration Books, the
Lease, in accordance with the provisions of this Resolution.
(d) Ownership. As to the Lease, the person in whose name the ownership of
the same shall be registered on the Registration Books of the Registrar shall be deemed
and regarded as the absolute owner thereof for all purposes, and payment of or on
account of the principal of the Lease and the premium, if any, and interest thereon shall
be made only to or upon the order of the registered owner thereof or his legal
representative. All such payments shall be valid and effectual to satisfy and discharge the
liability upon the Lease, including the interest thereon, to the extent of the sum or sums
so paid.
Section 8. Application of Lease Proceeds. Any proceeds of the Lease, except as may be
provided below, shall be credited to the Project Fund and expended only for the purposes of
acquiring the Equipment. Any amounts on hand in the Project Fund shall be available for the
payment of the principal of or interest on the Lease at any time that other funds shall be
insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the
earliest opportunity.
Section 9. Investment of Project Fund Proceeds. All moneys held in the Project Fund
shall be invested subject to the provisions of the Tax Exemption Certificate. All such
investments shall mature before the date on which the moneys are required for payment of
principal of or interest on the Lease as herein provided.
Section 10. Non-Arbitrage Covenants. The Issuer reasonably expects and covenants that
no use will be made of the proceeds from the Lease authorized hereunder which will cause the
Lease to be classified as an arbitrage bond within the meaning of Section 148(a) and (b) of the
Internal Revenue Code of the United States, and that throughout the term of the Lease it will
comply with the requirements of the statute and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances that
would materially change the foregoing statements or the conclusion that it is not expected that
the proceeds of the Lease will be used in a manner that would cause the Lease to be an arbitrage
bond. Without limiting the generality of the foregoing, the Issuer hereby agrees to comply with
the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption
Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is
hereby directed to make and insert all calculations and determinations necessary to complete the
Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption
Certificate at issuance of the Lease to certify as to the reasonable expectations and covenants of
the Issuer at that date.
Section 11. Additional Covenants, Representations and Warranties of the Issuer. The
Issuer certifies and covenants with the purchasers and holders of the Lease that the Issuer
through its officers, (a) will make such further specific covenants, representations and assurances
as may be necessary or advisable; (b) comply with all representations, covenants and assurances
contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a
part of the contract between the Issuer and the owners of the Lease; (c) consult with bond
counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary,
such sums of money representing required rebates of excess arbitrage profits relating to the
Lease; (e) file such forms, statements and supporting documents as may be required and in a
timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal
agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance.
Section 12. Amendment of Resolution to Maintain Tax Exemption. This Resolution may
be amended without the consent of any owner of the Lease if, in the opinion of bond counsel,
such amendment is necessary to maintain tax exemption with respect to the Lease under
applicable Federal law or regulations.
Section 13. Severability Clause. If any section, paragraph, clause or provision of this
Resolution be held invalid, such invalidity shall not affect any of the remaining provisions
hereof, and this Resolution shall become effective immediately upon its passage and approval.
Section 14. Repeal of Conflicting Resolutions. All resolutions in conflict herewith are
hereby repealed.
PASSED AND APPROVED this 16th day of February, 2021.
Mayor
ATTEST:
City Clerk
Turf Equipment Schedule
(Fair Market Value (CAP) Purchase Option)
Golf_TurfScheduleFMVCAP_Muni ver. 09.05.19 434323 S 1/22/2021 8:06 AM Page 1
The “Lease”: Equipment Schedule Number 004-0651601-103 Dated January 22, 2021 to Master Lease Number 651601L Dated January 13, 2014
“Lessee”:City of Waukee, Iowa, 230 Hickman Road, Waukee, IA 50263
Contact: Linda Burkhart Phone:
“Lessor”:VGM Financial Services, a division of TCF National Bank, 1111 West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-8926
This Equipment Schedule (this “Schedule”) is entered into pursuant to and incorporates the terms of the Master Lease (except as expressly modified by
this Schedule) identified above between Lessor and Lessee (the “Master Lease” and, together with this Schedule, this “Lease”). All capitalized terms
not otherwise defined in this Schedule have the meanings assigned in the Master Lease. Upon execution and delivery of this Schedule by Lessor and
Lessee, and Lessee’s acceptance of the Equipment described below, Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms
and conditions of this Lease.
SUMMARY OF TERM AND RENTAL PAYMENTS:
Commencement
Date
______________
Initial
Term
55
Months
Rent
Payment
Period
Annual
Each Rent Payment
An annual payment of $8,083.44 (the "Standard Payment") is due
beginning August 2021 and each August thereafter in 2022, 2023, 2024 &
2025 until a total of 5 Standard Payments have been made. A payment of
$0.00 is due each September, October, November, December, January,
February, March, April, May, June and July. The Total Number of
Payments includes both the Standard Payment Months and the $0
Payment Months. The first due date for a "Standard Payment" will be
determined by Lessor based on the date it pays the Equipment supplier.
plus applicable taxes except financed sales tax included in the Final Cost
Advance Rent
Payment(s)
N/A
For
Installment(s):
N/A
Interim
Rent
Daily
Factor
N/A
Security
Deposit
N/A
EQUIPMENT, PERSONAL PROPERTY, SERVICES AND/OR SOFTWARE (The “Equipment”):
Description (including features) and Location Maximum Hours:
(1) Yanmar YT347 Tractor & (1) Progressive Proflex 120 Rotary Mower together with all
attachments and accessories thereto
Sugar Creek Golf Course, 1505 6th Street, Waukee, IA 50263
3000/Term
Each Rent Payment shall be payable in arrears on the date that is one month after the Commencement Date and on the same day of each
subsequent Rent Payment Period for the Initial Term and any renewal term.
The following additional provisions apply to the Equipment and this Lease only:
1.So long as this Lease has not been canceled or terminated early and no Event of Default exists, upon expiration of the Initial Term (“Lease
End”), Lessee may purchase all, but not less than all, of the Equipment for the fair market value of the Equipment, as mutually determined by
Lessor and Lessee, plus all sales and use taxes arising on the sale of the Equipment. To exercise the foregoing purchase option, Lessee must
give written notice thereof to Lessor at least 90 days and no more than 120 days prior to Lease End. If Lessee fails to give such notice, or if the
parties cannot agree on the Fair Market Value of the Equipment by 60 days before Lease End, then the purchase option shall lapse. If the
purchase option lapses, then at least 30 days before Lease End or the end of any renewal term, Lessee must give Lessor notice of its intent to
return the Equipment and request return location instructions. If Lessee fails to give such notice, or gives notice but fails to return the
Equipment in accordance with Section 5 of the Master Lease, this Lease will automatically renew, at the same rental and other terms set forth
in this Lease, for additional successive non-cancelable 1-month terms after the Initial Term until timely written notice of return and proper
return of the Equipment is made. In no event shall the Fair Market Value of the Equipment exceed $15,000.00.
2.If Lessee gives timely notice of election to purchase the Equipment as provided in paragraph 1 and fails to timely pay the purchase price, then
Lessor may, in its sole discretion, by written notice to Lessee (a) treat the Equipment as purchased and enforce payment of the purchase price,
or (b) declare a failure to meet the purchase conditions whereupon Lessee’s interest in the Lease and Equipment shall automatically be
canceled and Lessee shall return the Equipment in accordance with Section 5 of the Master Lease.
3.Upon Lessee’s exercise of the purchase option and Lessor’s receipt of the purchase price plus applicable sales and use tax and any rent or other
amount owing under this Lease, the Equipment will be deemed transferred to Lessee at its then location and, on Lessee’s request at such time,
Lessor will deliver to Lessee a bill of sale for the Equipment, “WHERE IS, AS IS” WITHOUT ANY WARRANTY AS TO TITLE OR WITH
RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED.
4.If Lessor suffers a Tax Loss because, for federal or state income tax purposes, for any reason, this Lease is not a true lease or Lessor otherwise is
not entitled to depreciate the Equipment in the manner Lessor anticipated when entering into this Lease, then Lessee shall pay Lessor, as additional
rent hereunder, a lump-sum amount which, after payment of all federal, state, and local income taxes on the receipt of such amount, and using the
same assumptions as to tax benefits and other matters Lessor used in originally evaluating and pricing this Lease, will in Lessor’s reasonable
opinion maintain Lessor's net after-tax rate of return with respect to this Lease at the same level it would have been had such Tax Loss not
occurred. Lessor will notify Lessee of any claim that may give rise to indemnity hereunder and will make a reasonable effort to contest any such
claim at the administrative level of the applicable taxing authority. Lessor shall control all aspects of any settlement and contest, and Lessee agrees
to pay the legal fees and other out-of-pocket expenses thereof even if Lessor's defense is successful. Notwithstanding the foregoing, Lessee will not
be obligated to indemnify Lessor for any Tax Loss caused solely by (a) a casualty Loss to the Equipment if Lessee pays the amount required under
Section 8 of the Master Lease, (b) Lessor's sale of the Equipment other than on account of an Event of Default, (c) failure of Lessor to have
sufficient income to utilize its anticipated tax benefits or to timely claim such tax benefits, and (d) tax law changes, including rates, effective after
the Lease begins. Lessee's indemnity obligations hereunder shall survive cancelation and termination of this Lease. For purposes of this paragraph,
the term “Tax Loss”, means Lessor's loss of, or loss of the right to claim, or recapture of, all or any part of the federal or state income tax benefits
Lessor anticipated as a result of entering into this Lease and owning the Equipment; and the term "Lessor" shall include any member of an
affiliated group of which Lessor is (or may become) a member if consolidated tax returns are filed for such affiliated group for federal income tax
purposes.
5.If this Lease terminates or is cancelled prior to the end of the Initial Term, then the Maximum Hours specified above shall be reduced pro rata
based on the number of months remaining in the current year or Initial Term, as applicable. If the Lease is renewed or extended, the Maximum
Hours allowed during such renewal or extension shall be calculated pro rata based on the number of Maximum Hours specified above and the
number of months of such extension or renewal.
Golf_TurfScheduleFMVCAP_Muni 01222021 8:06:00 «ApplicationNum» 1/22/2021 8:06 AM Page 2
6.For purposes of Section 5 of the Master Lease, Lessor’s “Anticipated Residual Value” of the Equipment subject to this Lease (or each Item under
this Lease) at the Commencement Date shall be deemed to equal $15,000.00 (or the portion of such cost related to such Item).
7.This Schedule may, in Lessor's sole discretion, be delivered and/or reproduced by facsimile, optical scanning or other electronic means (“e-copy”)
and such e-copy or a printed version thereof shall be enforceable as an original and admissible as such in any court or other proceeding, provided
that there shall be only one original of this Schedule and it shall bear the original ink or electronic signature of Lessor and be marked “Original.”
Each party’s electronic signature on this Schedule shall be unconditionally valid and legally enforceable, and each party agrees not to contest the
validity or enforceability of any electronic signature (or the authority of the electronic signer to sign). To the extent that this Schedule constitutes
chattel paper (as that term is defined by the Uniform Commercial Code), a security or ownership interest intended to be created through the transfer
and possession of this Schedule can be done only by the transfer of the “Original” bearing the original ink or electronic signature of Lessor;
provided that, if the “Paper Out” process shall have occurred, or if there shall simultaneously exist both the “Paper Out” printed version and an
electronic version of this lease, then the “Paper Out” printed version of such document bearing the legend “Original” applied by Lessor shall
constitute the sole chattel paper original and authoritative version.
Lessor: VGM Financial Services, a division of TCF
National Bank By: __________________________ Title: ____________________
Lessee: City of Waukee, Iowa By: __________________________ Courtney Clarke, Mayor
Golf_OpinionOfCounsel ver. 01.21.14 434323 S 1/22/2021 8:12 AM Page 1
OPINION OF COUNSEL
(To be on Attorney's Letterhead)
Date:
Lessee: City of Waukee, Iowa
230 Hickman Road,
Waukee, IA 50263
Lessor: VGM Financial Services, a division of TCF National Bank
1111 West San Marnan Dr, Suite A2 West
Waterloo, IA 50701-8926
Re: Contract 004-0651601-103, dated as of January 22, 2021, to Master Lease 651601L Dated January 13,2014
by and between City of Waukee, Iowa and VGM Financial Services a division of TCF National Bank
Ladies and Gentlemen:
I have acted as counsel to Lessee with respect to the contract described above (the “Lease”) and various related
matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto.
Based upon the examination of these and such other documents as I deem relevant, it is my opinion that:
1. Lessee is a public corporation and political subdivision of the State of Iowa (the "State") duly organized, existing
and operating under the Constitution and laws of the State. The full, true and correct legal name of Lessee is City of
Waukee, Iowa.
2. The Uniform Commercial Code, as adopted in the State (the “UCC”), and no other statute of the State, governs
the creation, perfection, priority or enforcement of a security interest created by Lessee.
3. Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations
thereunder and the transactions contemplated thereby.
4. The Lease and the other documents described above have been duly authorized, approved, executed and
delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in
accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by
bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors'
rights.
5. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the
transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding
laws and all other applicable State and Federal laws.
6. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do
not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount
of indebtedness which may be incurred by Lessee.
7. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or
governmental body, that challenges the organization or existence of Lessee; the authority of the organization or
existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease and
the other documents described above; the appropriation of monies to make Rental Payments under the Lease for the
current fiscal year, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions
contemplated thereby.
Golf_OpinionOfCounsel ver. 01.21.14 434323 S 1/22/2021 8:12 AM Page 2
This opinion of counsel may be relied upon by Lessor and its successors and assigns.
Very truly yours,
Golf_ FMV_Resolution_Muni v 06.03.16 434323 1/22/2021 7:50 AM
RESOLUTION
LEASE NO. 004-0651601-103
DATED AS OF JANUARY 22, 2021
A resolution authorizing the negotiation, execution, and delivery of Lease No. 004-0651601-103 dated January 22, 2021 (the “Lease”), between
City of Waukee, Iowa, 230 Hickman Road, Waukee, IA 50263 and VGM Financial Services, a division of TCF National Bank, 1111 West
San Marnan Dr, Suite A2 West, Waterloo, IA 50701-8926; and prescribing other details in connection therewith.
WHEREAS, City of Waukee, Iowa, (the "Lessee") is a political subdivision duly organized and existing pursuant to the Constitution and laws of
the State of Iowa; and
WHEREAS, Lessee is duly authorized by applicable law to acquire such items of personal property as are needed to carry out its governmental
functions and to acquire such personal property by entering into lease-purchase agreements; and
WHEREAS, Lessee hereby finds and determines that the execution of a Lease for the purpose of leasing with the option to purchase the property
designated and set forth in the Lease is appropriate and necessary to the function and operations of the Lessee; and
WHEREAS, VGM Financial Services, a division of TCF National Bank, (the "Lessor") shall act as Lessor under said Lease; and
WHEREAS, the Lease shall not constitute a general obligation indebtedness of the Lessee within the meaning of the Constitution and laws of the
State;
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF City of Waukee, Iowa:
Section 1. The Lease, in substantially the form as presently before the governing body of the Lessee , is hereby approved, and the
________________________ of the Lessee, is hereby authorized to negotiate, enter into, execute, and deliver the Lease and related documents in
substantially the form as presently before the governing body of the Lessee, with such changes therein as shall be approved by such officer, and
which Lease will be available for public inspection at the offices of Lessee.
Section 2. The Lessee shall, and the officers, agents and employees of the Lessee are hereby authorized and directed to take such further action
and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this
Resolution, and to carry out, comply with and perform the duties of the Lessee with respect to the Lease.
Section 3. The Lessee’s obligations under the Lease shall be expressly subject to annual appropriation by Lessee; and such obligations under the
Lease shall not constitute a general obligation of Lessee or indebtedness of Lessee within the meaning of the Constitution and laws of the State of
Iowa.
Section 4. All other related contracts and agreements necessary and incidental to the Lease are hereby authorized, ratified and approved.
Section 5. This resolution shall take effect immediately upon its adoption and approval.
CERTIFIED AS TRUE AND CORRECT this _____ day of __________________, 20____.
______________________________________________
Signature of Clerk, Secretary or Assistant Secretary
______________________________________________
Printed Name of Clerk, Secretary or Assistant Secretary
Muni_Lease_Incumbency v.01.12.17 434323 S 1/22/2021 7:50 AM
1
CERTIFICATE OF INCUMBENCY
LEASE NO. 004-0651601-103
DATED AS OF January 22, 2021
I, __________________________________________, do hereby certify that I am the duly elected or appointed and
acting Clerk/Secretary of City of Waukee, Iowa (the "Lessee"), a political subdivision duly organized and existing under
the laws of the State of Iowa, and that, as of the date hereof, the individuals named below are the duly elected or
appointed officers of the Lessee holding the offices set forth opposite their respective names.
NAME TITLE SIGNATURE
IN WITNESS WHEREOF, I have duly executed this certificate this _____ day of ___________________, 20____.
Signed:
Title:
NOTE: The Clerk or Secretary of the Lessee should sign unless that person is also the signor of the documents in which case the President or some
other Officer of the Lessee should execute this document.
Iowa Sales/Use/Excise Tax Exemption Certificate
tax.iowa.gov
31-014a (09/23/2020)
This document is to be completed by a purchaser when claiming exemption from sales/use/excise tax.
Certificates are valid for up to three years.
Purchaser legal name: _____________________
Doing business as: ________________________
Address: ________________________________
City: _____________ State: _____ ZIP: ______
General nature of business: _________________
Phone number: ___________________________
Seller legal name: ___________________________
Doing business as: __________________________
Address: __________________________________
City: ______________ State: _____ ZIP: _________
Purchaser is doing business as:
Retailer "
Sales/Use/Excise Tax Permit Number (if
required): ______________________________
Retailer car dealer "
Enter your DOT number: __________________
Governmental agency (including public schools) "
Wholesaler "
Farmer "
Lessor "
Manufacturer "
Nonprofit hospital "
Private nonprofit educational institution "
Qualifying residential care facility "
Nonprofit museum "
Commercial enterprise "
Other "
Purchaser is claiming exemption for the
following reason:
Resale " Leasing " Processing "
Qualifying farm machinery/equipment "
Qualifying farm replacement parts "
Qualifying manufacturing machinery/equipment "
Research and development equipment "
Pollution control equipment "
Recycling equipment "
Qualifying computer or computer peripheral "
Qualifying replacement parts/supplies
(Manufacturing, Research & Development,
pollution control, recycling, computer) "
Qualifying computer software, specified digital
products and digital services "
Grain bins "
Other " _________________________________
Direct Pay " Permit number required:
Permit: _______________________________
Description of purchase (Include additional information if necessary):
__________________________________________________________________________________
__________________________________________________________________________________
I, the undersigned, declare under penalties of perjury or false certificate, that I have examined this
certificate, and, to the best of my knowledge and belief, it is true, correct, and complete.
Signature of purchaser: ________________________________________________________________
Title: _______________________________________________________ Date: __________________
Seller: Keep this certificate in your files.
Purchaser: Keep a copy of this certificate for your records.
Do not send to the Iowa Department of Revenue
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Iowa Sales/Use/Excise Tax Exemption Certificate, page 2
31-014b (07/28/2020)
Instructions
This exemption certificate is to be completed by the purchaser claiming exemption from tax and given
to the seller. The seller must retain this certificate as proof that exemption has been properly claimed.
The certificate must be complete to be accepted by the seller. The seller can accept an exemption
certificate only on property that is qualified (see the exemptions below) or based on the nature of the
buyer. If property or services purchased for resale or processing are used or disposed of by the
purchaser in a nonexempt manner, the purchaser is then responsible for the tax.
General Information about Exemptions
Resale:Any person in the business of selling who is purchasing items to resell may claim this
exemption. The purchaser can be acting as either a retailer or wholesaler and may not be required to
have a sales/use/excise tax permit.Retailers with a sales/use/excise tax permit number must enter it
in the space provided.
Processing:Exempt purchases for processing include tangible personal property which by means of
fabrication, compounding, manufacturing, or germination becomes an integral part of other tangible
personal property ultimately sold at retail; chemicals, solvents, sorbents, or reagents used, consumed,
dissipated, or depleted in processing personal property intended to be sold ultimately at retail, and
chemicals used in the production of free newspapers and shoppers guides. Note: To claim an
exemption for fuel used to create heat, power, or steam for processing or for fuel used to generate
electric current, use Iowa Sales Tax Exemption Certificate, Energy used in Processing or Agriculture.
Qualifying farm machinery/equipment:The item must be one of the following:
1. A self-propelled implement directly and primarily used in agricultural production, such as a tractor.
2. An implement directly and primarily used in agricultural production that is customarily drawn or
attached to a self-propelled implement in the performance of its function, such as a plow.
3. A grain dryer (heater and blower only) directly and primarily used in agricultural production.
4. A snow blower, rear-mounted or front-mounted blade, or rotary cutter used in agricultural
production, if attached to or towed by a self-propelled implement.
5. A diesel fuel trailer, seed tender, all-terrain vehicle, or off-road utility vehicle primarily used in
agricultural production.
6. Tangible personal property that does not become a part of real property and is directly and primarily
used in livestock or dairy production, aquaculture production, or the production of flowering,
ornamental, or vegetable plants.
7. Auger systems, curtains, curtain systems, drip systems, fans and fan systems, shutters, inlets,
shutter or inlet systems, and refrigerators used in livestock or dairy production, aquaculture
production, or the production of flowering, ornamental, or vegetable plants.
8. An auxiliary attachment improving safety, performance, operation, or efficiency for items 1 through
7.
9. A replacement part for items 1 through 8.
10. A container, label, carton, pallet, packing case, wrapping, baling wire, twine, bag, bottle, shipping
case, or other similar item used in agricultural, livestock, or dairy production.
Qualifying manufacturing machinery/equipment:The item must be computers, machinery,
equipment, replacement parts, supplies, or material used to construct or self-construct computers,
machinery, equipment, replacement parts, or supplies used for one of the following purposes:
1. Directly and primarily used in processing by a manufacturer.
2. Directly and primarily used to maintain integrity or unique environmental conditions for the product.
3. Directly and primarily used in research and development of new products or processes.
4. Directly and primarily used in recycling or reprocessing of waste products.
Pollution control equipment:The equipment must be used by a manufacturer primarily to reduce,
control, or eliminate air or water pollution.
Iowa Sales/Use/Excise Tax Exemption Certificate, page 3
31-014c (07/28/2020)
Qualifying computer software, specified digital products, and digital services: The product
purchased may only be those listed in Iowa Code section 423.3(104), must be purchased by a
commercial enterprise as defined in Iowa Code section 423.3(104), and must be used exclusively by
the commercial enterprise.
Qualifying computers or computer peripherals:The computers or computer peripherals must be
used in processing or storage of data or information by an insurance company, financial institution, or
commercial enterprise.
Direct pay:Businesses and individuals who pay their taxes directly to the Department rather than to
the seller must enter their Direct Pay permit number in the space provided.
Private nonprofit educational institutions:Purchases made by Iowa private nonprofit educational
institutions used for educational purposes are exempt.
Not exempt from sales/use/excise tax are purchases by most other private nonprofit organizations such
as churches, fraternal organizations, clubs, etc., for use by those organizations. For more information
about sales/use/excise tax exemptions, see the Department's website (tax.iowa.gov).
Delivery and Acceptance
Delivery_Acceptance ver. 05/04/2011 434323 S 1/22/2021 7:50 AM
“Lessee”
City of Waukee, Iowa, 230 Hickman Road, Waukee, IA 50263
“Lessor”
VGM Financial Services, a division of TCF National Bank, 1111 West San Marnan Dr, Suite A2 West, Waterloo, IA 50701-8926
Delivery and Acceptance agreement attached to and made a part of Lease 004-0651601-103 dated January 22, 2021 (the "Lease").
This Certificate relates to the Equipment (the “Equipment”) that is described in the Lease.
Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either
received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase.
Lessee hereby represents, warrants and certifies that (i) all of the Equipment has been delivered to Lessee at the Equipment Location set
forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (ii) the Equipment
Description set forth in the Lease is complete and correct, (iii) the Equipment, together with any supporting documentation, is exactly what
Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the
Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any
guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has
made a deposit to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers all of Lessee’s right, title and interest in and
to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not Lessee has been reimbursed for the deposit(s).
IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY
SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE
EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3)
MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT
MADE IN THIS CERTIFICATE, FOR ANY REASON WHATSOEVER
Acceptance Date:
Lessee: City of Waukee, Iowa By: __________________________ Title:__________________________
Printed Name: __________________________________________________
Please Complete and return this document by Fax to 800-741-8079 upon delivery and
acceptance of the financed Equipment.