HomeMy WebLinkAbout2019-11-04-J01F GO Bonds Series 2019C_Golf Cart Purchase)_Authorize Issuance, Approve TECAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: November 4, 2019
AGENDA ITEM:Consideration of approval of a resolution approving and authorizing a
form of Loan Agreement and authorizing and providing for the issuance,
and levying a tax to pay the Notes; Approval of the Tax Exemption
Certificate [$125,000 General Obligation Capital Loan Notes, Series
2019C]
FORMAT:Consent Agenda
SYNOPSIS INCLUDING PRO & CON:
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:$125,000
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: City Bond Counsel has provided the proceedings.
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
PREPARED BY:Becky Schuett
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
J1F
- 1 -
RESOLUTION 19-
RESOLUTION APPROVING AND AUTHORIZING A FORM
OF LOAN AGREEMENT AND AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF $125,000 GENERAL
OBLIGATION CAPITAL LOAN NOTES, SERIES 2019C, AND
LEVYING A TAX TO PAY SAID NOTES; APPROVAL OF
THE TAX EXEMPTION CERTIFICATE
WHEREAS, the Issuer is duly incorporated, organized and exists under and by virtue of
the laws and Constitution of the State of Iowa; and
WHEREAS, the City is in need of funds to pay costs of equipping of golf courses
including the purchase of golf carts, general corporate purpose(s), and it is deemed necessary and
advisable that General Obligation Capital Loan Notes, to the amount of not to exceed $125,000
be authorized for said purpose(s); and
WHEREAS, the Issuer has a population of more than 5,000 but not more than 75,000,
and the Notes for these purposes do not exceed $700,000; and
WHEREAS, pursuant to notice published as required by Sections 384.24A and 384.26 of
the Code of Iowa, the Council of the City has held public meeting and hearing upon the proposal
to institute proceedings for the issuance of Notes for general corporate purpose(s) in the amounts
as above set forth, and, no petition for referendum having been received, the Council is therefore
now authorized to proceed with the issuance of said Notes for such purpose(s); and
WHEREAS, the above mentioned Notes were heretofore sold and action should now be
taken to issue said Notes conforming to the terms and conditions of the best bid received at the
sale.
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:
• "Issuer" and "City" shall mean the City of Waukee, State of Iowa.
• "Loan Agreement" shall mean a Loan Agreement between the Issuer and a
lender or lenders in substantially the form attached to and approved by this Resolution.
• "Note Fund" shall mean the fund created in Section 3 of this Resolution.
• "Notes" shall mean $125,000 General Obligation Capital Loan Notes,
Series 2019C, authorized to be issued by this Resolution.
- 2 -
• "Paying Agent" shall mean the City Clerk, or such successor as may be
approved by Issuer as provided herein and who shall carry out the duties prescribed
herein as Issuer's agent to provide for the payment of principal of and interest on the
Notes as the same shall become due.
• "Project" shall mean the costs of equipping of golf courses including the
purchase of golf carts.
• "Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Notes.
• "Rebate Fund" shall mean the fund so defined in and established pursuant
to the Tax Exemption Certificate.
• "Registrar" shall mean the City Clerk of Waukee, Iowa, or such successor
as may be approved by Issuer as provided herein and who shall carry out the duties
prescribed herein with respect to maintaining a register of the owners of the Notes.
Unless otherwise specified, the Registrar shall also act as Transfer Agent for the Notes.
• "Resolution" shall mean this resolution authorizing the Notes.
• "Tax Exemption Certificate" shall mean the Tax Exemption Certificate
approved under the terms of this Resolution and to be executed by the Treasurer and
delivered at the time of issuance and delivery of the Notes.
• "Treasurer" shall mean the Director of Finance or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording and
payment of the Notes issued hereunder.
Section 2.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 Notes hereinafter authorized to be issued, there is hereby
levied for each future year the following direct annual tax on all of the taxable property in
the City of Waukee, State of Iowa, to-wit:
AMOUNT
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION
$12,165.79* 2019/2020
$24,331.58 2020/2021
$24,331.58 2021/2022
$24,331.58 2022/2023
$24,331.58 2023/2024
$24,331.58 2024/2025
- 3 -
*Payable from available cash on hand.
(NOTE: For example the levy to be made and certified against the taxable valuations of
January 1, 2018 will be collected during the fiscal year commencing July 1, 2019.)
b)Resolution to be Filed With County Auditor. A certified copy of this
Resolution shall be filed with the Auditor of Dallas County, Iowa and the 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 Notes issued in anticipation of the 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 3.Note Fund. Said 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 "2019 GENERAL OBLIGATION CAPITAL LOAN NOTE FUND NO. 2" (the "Note
Fund"), which is hereby pledged for and shall be used only for the payment of the principal of
and interest on the Notes hereinafter authorized to be issued; and also there shall be apportioned
to said fund its proportion of taxes received by the City from property that is centrally assessed
by the State of Iowa.
Section 4.Application of Note Proceeds. Proceeds of the Notes, other than accrued
interest except as may be provided below, shall be credited to the Project Fund and expended
therefrom for the purposes of issuance. Any amounts on hand in the Project Fund shall be
available for the payment of the principal of or interest on the Notes 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. Any balance on hand in the Project Fund and not immediately
required for its purposes may be invested not inconsistent with limitations provided by law or
this Resolution.
Section 5.Investment of Note Fund Proceeds. All moneys held in the Note Fund,
provided for by Section 3 of this Resolution shall be invested in investments permitted by
Chapter 12B, Code of Iowa, as amended, or deposited in financial institutions which are
members of the Federal Deposit Insurance Corporation and the deposits in which are insured
thereby and all such deposits exceeding the maximum amount insured from time to time by
FDIC or its equivalent successor in any one financial institution shall be continuously secured in
compliance with Chapter 12C of the Code of Iowa, as amended, or otherwise by a valid pledge
of direct obligations of the United States Government having an equivalent market value. All
such interim investments shall mature before the date on which the moneys are required for
payment of principal of or interest on the Notes as herein provided.
- 4 -
Section 6.Note Details, Execution and Redemption.
a)Note Details. General Obligation Capital Loan Notes of the City in the amount
of $125,000, shall be issued to evidence the obligations of the Issuer under the Loan
Agreement pursuant to the provisions of Sections 384.24A and 384.26 of the Code of
Iowa for the aforesaid purposes. The Notes shall be issued in one or more series and
shall be secured equally and ratably from the sources provided in Section 3 of this
Resolution. The Notes shall be designated "GENERAL OBLIGATION CAPITAL
LOAN NOTE, SERIES 2019C", be dated November 19, 2019, and bear interest from the
date thereof, until payment thereof, at the office of the Paying Agent, said interest
payable on June 1, 2020, and semiannually thereafter on the 1st day of June and
December in each year until maturity at the rates hereinafter provided.
The Notes shall be executed by the manual or facsimile signature of the Mayor
and attested by the manual or facsimile signature of the Clerk, and impressed or printed
with the seal of the City and shall be fully registered as to both principal and interest as
provided in this Resolution; principal, interest and premium, if any, shall be payable at
the office of the Paying Agent by mailing of a check to the registered owner of the Note.
A single Note shall be issued in the denomination of $125,000 and shall mature and bear
interest as follows:
Principal
Amount
Interest
Rate
Maturity
$125,000* 2.250% June 1, 2025
*Payable as to principal and interest semi-annually beginning June 1, 2020, and
continuing on June 1 and December 1 each year until final maturity. A schedule of payment is
attached hereto as Exhibit A.
b)Redemption.
i.Optional Redemption. Notes may be called for optional redemption by
the Issuer and paid before maturity on any date, from any funds regardless of
source, in whole or from time to time in part, in any order of maturity and within
an annual maturity by lot. The terms of redemption shall be par, plus accrued
interest to date of call.
Three days' written notice of redemption shall be given to the registered
owner of the Note. Failure to give written notice to any registered owner of the
Notes or any defect therein shall not affect the validity of any proceedings for the
redemption of the Notes. All Notes or portions thereof called for redemption will
cease to bear interest after the specified redemption date, provided funds for their
redemption are on deposit at the place of payment. Written notice will be deemed
completed upon transmission to the owner of record.
Section 7.Registration of Notes; Appointment of Registrar; Transfer; Ownership;
Delivery; and Cancellation.
- 5 -
a)Registration. The ownership of Notes may be transferred only by the making
of an entry upon the books kept for the registration and transfer of ownership of the
Notes, and in no other way. The City Clerk is hereby appointed as Note Registrar under
the terms of this Resolution. Registrar shall maintain the books of the Issuer for the
registration of ownership of the Notes for the payment of principal of and interest on the
Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article
8 of the Uniform Commercial Code and Section 384.31 of the Code of Iowa, subject to
the provisions for registration and transfer contained in the Notes and in this Resolution.
b)Transfer. The ownership of any Note may be transferred only upon the
Registration Books kept for the registration and transfer of Notes 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 a Note (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 any such Note, a new fully registered Note, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal to the
unmatured and unredeemed principal amount of such transferred fully registered Note,
and bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.
c)Registration of Transferred Notes. In all cases of the transfer of the Notes, the
Registrar shall register, at the earliest practicable time, on the Registration Books, the
Notes, in accordance with the provisions of this Resolution.
d)Ownership. As to any Note, 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 any such Notes 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
such Note, including the interest thereon, to the extent of the sum or sums so paid.
e)Cancellation. All Notes which have been redeemed shall not be reissued but
shall be cancelled by the Registrar. All Notes which are cancelled by the Registrar shall
be destroyed and a certificate of the destruction thereof shall be furnished promptly to the
Issuer; provided that if the Issuer shall so direct, the Registrar shall forward the cancelled
Notes to the Issuer.
f)Non-Presentment of Notes. In the event any payment check representing
payment of principal of or interest on the Notes is returned to the Paying Agent or if any
note is not presented for payment of principal at the maturity or redemption date, if funds
sufficient to pay such principal of or interest on Notes shall have been made available to
- 6 -
the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the
owner thereof for such interest or payment of such Notes shall forthwith cease, terminate
and be completely discharged, and thereupon it shall be the duty of the Paying Agent to
hold such funds, without liability for interest thereon, for the benefit of the owner of such
Notes who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on, or with respect to, such interest
or Notes. The Paying Agent's obligation to hold such funds shall continue for a period
equal to two years and six months following the date on which such interest or principal
became due, whether at maturity, or at the date fixed for redemption thereof, or
otherwise, at which time the Paying Agent, shall surrender any remaining funds so held
to the Issuer, whereupon any claim under this Resolution by the Owners of such interest
or Notes of whatever nature shall be made upon the Issuer.
g)Registration and Transfer Fees. The Registrar may furnish to each owner, at
the Issuer's expense, one note for each annual maturity. The Registrar shall furnish
additional Notes in lesser denominations (but not less than the minimum denomination)
to an owner who so requests.
Section 8.Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case any
outstanding Note shall become mutilated or be destroyed, stolen or lost, the Issuer shall at the
request of Registrar authenticate and deliver a new Note of like tenor and amount as the Note so
mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to
Registrar, upon surrender of such mutilated Note, or in lieu of and substitution for the Note
destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and
Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon
furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other
reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the
Issuer may incur in connection therewith.
Section 9.Record Date. Payments of principal and interest, otherwise than upon full
redemption, made in respect of any Note, shall be made to the registered holder thereof or to
their designated agent as the same appear on the books of the Registrar on the 15th day of the
month preceding the payment date. All such payments shall fully discharge the obligations of
the Issuer in respect of such Notes to the extent of the payments so made. Upon receipt of the
final payment of principal, the holder of the Note shall surrender the Note to the Paying Agent.
Section 10.Execution, Authentication and Delivery of the Notes. Upon the adoption of
this Resolution, the Mayor and Clerk shall execute the Notes by their manual or authorized
signature and deliver the Notes to the Registrar, who shall authenticate the Notes and deliver the
same to or upon order of the Purchaser. No Note shall be valid or obligatory for any purpose or
shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and
execute on such Note a Certificate of Authentication substantially in the form of the Certificate
herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be
conclusive evidence that the Note so authenticated has been duly issued under this Resolution
and that the holder thereof is entitled to the benefits of this Resolution.
- 7 -
Section 11.Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right
to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to
each registered noteholder.
Section 12.Form of Note. Notes shall be printed substantially in the form as follows:
"STATE OF IOWA"
"COUNTY OF DALLAS"
"CITY OF WAUKEE"
"GENERAL OBLIGATION CAPITAL LOAN NOTE"
"SERIES 2019C"
GENERAL CORPORATE PURPOSE
Rate: 2.250%
Maturity: June 1, 2025
Note Date: November 19, 2019
"Registered"
Certificate No. 1
Principal Amount: $125,000
The City of Waukee, State of Iowa, a municipal corporation organized and existing under
and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received,
promises to pay from the source and as hereinafter provided, on the maturity date indicated
above, to
(Registration panel to be completed by Registrar or Printer with name of Registered
Owner).
or registered assigns, the principal sum of ONE HUNDRED TWENTY-FIVE THOUSAND
DOLLARS in lawful money of the United States of America, with principal retired semi-
annually beginning June 1, 2020 and continuing in accordance with the schedule attached hereto
as Exhibit A, until final maturity, only upon presentation and surrender hereof at the office of the
City Clerk, Paying Agent of this issue, or its successor, with interest on the sum from the date
hereof until paid at the rate per annum specified above, payable on June 1, 2020, and
semiannually thereafter on the 1st day of June and December in each year in accordance with the
schedule attached hereto as Exhibit A.
Interest and principal shall be paid to the registered holder of the Note as shown on the
records of ownership maintained by the Registrar as of the 15th day of the month preceding such
interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-
day months.
This Note is issued pursuant to the provisions of Sections 384.24A and 384.26 of the
Code of Iowa, for the purpose of paying costs of equipping of golf courses including the
purchase of golf carts, and in order to evidence the obligations of the Issuer under a certain Loan
Agreement dated the date hereof, in conformity to a Resolution of the Council of said City duly
passed and approved. For a complete statement of the funds from which and the conditions
- 8 -
under which this Note is payable, and the general covenants and provisions pursuant to which
this Note is issued, reference is made to the above described Loan Agreement and Resolution.
The City reserves the right to prepay principal on the Note in whole or in part at any time
prior to and in any order of maturity on terms of par and accrued interest. All principal so
prepaid shall cease to bear interest on the prepayment date.
Three days' written notice of redemption shall be given to the registered owner of the
Note. Failure to give written notice to any registered owner of the Notes or any defect therein
shall not affect the validity of any proceedings for the redemption of the Notes. All notes or
portions thereof called for redemption will cease to bear interest after the specified redemption
date, provided funds for their redemption are on deposit at the place of payment. Written notice
will be deemed completed upon transmission to the owner of record.
Ownership of this Note may be transferred only by transfer upon the books kept for such
purpose by the City Clerk, the Registrar. Such transfer on the books shall occur only upon
presentation and surrender of this Note at the office of the Registrar as designated below,
together with an assignment duly executed by the owner hereof or his duly authorized attorney in
the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the
Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of
such change. All notes shall be negotiable as provided in Article 8 of the Uniform Commercial
Code and Section 384.31 of the Code of Iowa, subject to the provisions for registration and
transfer contained in the Note Resolution.
This Note is a "qualified tax-exempt obligation" designated by the City for purposes of
Section 265(b)(3)(B) of the Internal Revenue Code of 1986.
And it is hereby represented and certified that all acts, conditions and things requisite,
according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to
be performed precedent to the lawful issue of this Note, have been existent, had, done and
performed as required by law; that provision has been made for the levy of a sufficient
continuing annual tax on all the taxable property within the territory of the Issuer for the payment
of the principal and interest of this Note as the same will respectively become due; that such
taxes have been irrevocably pledged for the prompt payment hereof, both principal and interest;
and the total indebtedness of the Issuer including this Note, does not exceed the constitutional or
statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Note to be
signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk, with the seal of the City printed or impressed hereon, and to be
authenticated by the manual signature of an authorized representative of the Registrar, the City
Clerk, Waukee, Iowa.
Date of authentication:_______________________
This is one of the Notes described in the within mentioned
Resolution, as registered by the City Clerk.
- 9 -
CITY CLERK, Registrar
By: ______________________________________________
Authorized Signature
Registrar and Transfer Agent: City Clerk
Paying Agent: City Clerk
SEE REVERSE FOR CERTAIN DEFINITIONS
(Seal)
(Signature Block)
CITY OF WAUKEE, STATE OF IOWA
By: ___________(manual or facsimile signature)_____________
Mayor
ATTEST:
By: ___________(manual or facsimile signature)_____________
City Clerk
(Information Required for Registration)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
_________________________ (Social Security or Tax Identification No. _______________) the
within Note and does hereby irrevocably constitute and appoint _________________________
attorney in fact to transfer the said Note on the books kept for registration of the within Note,
with full power of substitution in the premises.
Dated: __________________________________________________
__________________________________________________
__________________________________________________
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
GUARANTEED)__________________________________________________
- 10 -
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon the face
of the certificate(s) or note(s) in every particular without alteration or enlargement or any
change whatever. 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 signature to be guaranteed by certain eligible guarantor
institutions that participate in a recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification
Number of Transferee(s)
Transferee is a(n):
Individual* Corporation
Partnership Trust
*If the Note is to be registered in the names of multiple individual owners, the names of all such
owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this Note, shall
be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as tenants in common
IA UNIF TRANS MIN ACT - .......... Custodian ..........
(Cust) (Minor)
Under Iowa Uniform Transfers to Minors Act...................
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
(End of form of Note)
Section 13.Loan Agreement and Closing Documents. The form of Loan Agreement in
substantially the form attached to this Resolution is hereby approved and is authorized to be
executed and issued on behalf of the Issuer by the Mayor and attested by the City Clerk. The
Mayor and City Clerk are authorized and directed to execute, attest, seal and deliver for and on
behalf of the City any other additional certificates, documents, or other papers and perform all
other acts, including without limitation the execution of all closing documents, as they may deem
- 11 -
necessary or appropriate in order to implement and carry out the intent and purposes of this
Resolution.
Section 14.Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Notes.
Section 15.Non-Arbitrage Covenants. The Issuer reasonably expects and covenants that
no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder
which will cause any of the Notes to be classified as arbitrage notes within the meaning of
Sections 148(a) and (b) of the Internal Revenue Code of the United States, as amended, and that
throughout the term of the Notes it will comply with the requirements of statutes 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 Notes will be used in a manner that would cause the Notes to be arbitrage
notes.
Section 16.Approval of Tax Exemption Certificate. Attached hereto is a form of Tax
Exemption Certificate stating the Issuer's reasonable expectations as to the use of the proceeds of
the Notes. The form of Tax Exemption Certificate is approved. 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
Director of Finance is hereby directed to make and insert all calculations and determinations
necessary to complete the Tax Exemption Certificate at issuance of the Notes to certify as to the
reasonable expectations and covenants of the Issuer at that date.
Section 17.Additional Covenants, Representations and Warranties of the Issuer. The
Issuer certifies and covenants with the purchasers and holders of the Notes from time to time
outstanding 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 Notes;(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 Notes;(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 18.Amendment of Resolution to Maintain Tax Exemption. This Resolution may
be amended without the consent of any owner of the Notes if, in the opinion of Bond Counsel,
such amendment is necessary to maintain tax exemption with respect to the Notes under
applicable Federal law or regulations.
Section 19.Qualified Tax-Exempt Obligations. For the sole purpose of qualifying the
Notes as "Qualified Tax-Exempt Obligations" pursuant to Section 265(b)(3)(B) of the Internal
- 12 -
Revenue Code of the United States, the Issuer hereby designates the Notes as qualified tax-
exempt obligations and represents that the reasonably anticipated amount of tax-exempt
governmental and qualified 501(c)(3) obligations which will be issued during the current
calendar year will not exceed Ten (10) Million Dollars.
Section 20.Repeal of Conflicting Resolutions or Ordinances. All ordinances and
resolutions and parts of ordinances and resolutions in conflict herewith are hereby repealed.
Section 21.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.
PASSED AND APPROVED this 4th day of November, 2019.
Mayor
ATTEST:
City Clerk
1
EXHIBIT A
Date: 10/15/2019
Page 1
Charter Bank
Funding Date:11/19/2019 Compounding:U.S. Rule Principal:125,000.00
First Payment Date:06/01/2020 Period:Actual/360 Initial Interest Rate:0.000%
Pmt Schedule:Semi-Annually Interest Rate:2.250%
PmtAmount:12,165.79
* Escrowed Interest
Payment Payment Payment Interest Principal Outstanding Equity
Number Date Days Amount Amount Reduction Balance Built
12/01/2019 12 93.75 -93.75*125,000.00
1 06/01/2020 183 $12,165.79 1,429.69 10,642.35 114,357.65 $10,642.35
2 12/01/2020 183 $12,165.79 1,307.97 10,857.82 103,499.83 $21,500.17
3 06/01/2021 182 $12,165.79 1,177.31 10,988.48 92,511.35 $32,488.65
4 12/01/2021 183 $12,165.79 1,058.10 11,107.69 81,403.66 $43,596.34
5 06/01/2022 182 $12,165.79 925.97 11,239.82 70,163.84 $54,836.16
6 12/01/2022 183 $12,165.79 802.50 11,363.29 58,800.55 $66,199.45
7 06/01/2023 182 $12,165.79 668.86 11,496.93 47,303.62 $77,696.38
8 12/01/2023 183 $12,165.79 541.04 11,624.75 35,678.87 $89,321.13
9 06/01/2024 183 $12,165.79 408.08 11,757.71 23,921.16 $101,078.84
10 12/01/2024 183 $12,165.79 273.60 11,892.19 12,028.97 $112,971.03
11 06/01/2025 182 $12,165.79 136.83 12,028.96 .01 $124,999.99
2025 Totals:133,823.69 8,823.70 124,999.99
Grand Totals: 133,823.69 8,823.70 124,999.99
This amortization schedule is provided to you for your convenience. The amortization may include estimates based upon information provided by you. Actual terms of credit offered by
us may vary from this amortization schedule. The outstanding balance shown above will vary from your actual outstanding balance owed to the Bank because of the timing of payments.