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HomeMy WebLinkAbout2007-04-02-Resolutions 07-65_Bonds - Gen Fund Golf Course Equipment Note - IssuanceRESOLUTION NO.07-65 Resolution authorizing and approving a Loan Agreement and providing for the issuance of a $8,456.80 General Fund Municipal Golf Course Equipment Note WHEREAS,pursuant to the provisions of Section 384.24A of the Code ofIowa,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 $8,456.80 to provide funds to pay the cost,to that extent,of acquiring equipment for the municipal golf course and has published notice of the proposed action and has held a hearing thereon;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 Fund Municipal Golf Course Equipment Note (the "Note")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 I.The City hereby determines to enter into the Loan Agreement with Charter Bank,Waukee,Iowa,as lender (the "Lender"),providing for a loan to the City in the principal amount of $8,456.80 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 $8,456.80,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 5.25%per annum.Both principal of and interest on the Note shall be payable in two equal annual installments in the amount of $2,999.90 each due on July I in each of the years 2007 and 2008 and one final installment of all remaining principal and interest due thereon at maturity on July I,2009.All payments shall be applied first to the payment of interest due and next to the reduction of principal. 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 installment 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 Council hereby covenants to appropriate to the General Fund of the City,in each year so long as the Note is outstanding,sufficient funds to pay interest and principal on the Note as such payments become due.The City hereby pledges the General Fund of the City and 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 duly 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 FUND MUNICIPAL GOLF COURSE EQUIPMENT NOTE No.1 RATE MATURITY DATE $8,456.80 NOTE DATE 5.25%July 1,2009 (Closing Date) The City of Waukee (the "City"),in the County of Dallas,State of Iowa,for value received,promises to pay in the manner hereinafter provided to Charter B ank Waukee,Iowa or registered assigns,the principal sum of EIGHT THOUSAND FOUR HUNDRED FIFTY-SIX DOLLARS AND EIGHTY CENTS,together with interest on the outstanding principal hereof at the rate of 5.25%per annum,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. Both principal of and interest on this Note are payable in two equal annual installments in the amount of $2,999.90 each due on July 1 in each of the years 2007 and 2008,and one final installment of all remaining principal and interest due hereon at maturity on July 1,2009. 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 appearing 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 [mal installment of principal and interest will be payable only upon presentation and surrender of this Note to the Paying Agent. 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 the cost or a portion of the cost of acquiring equipment for the municipal golf course. This Note is issued pursuant to and in strict compliance with the prOVISIOns of Chapter 384 of the Code of Iowa,2007,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 of this 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 of Iowa,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 the General Fund and 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 (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk (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 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::-o,-------- 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 mnst 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. l 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.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 Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws,regulations,published rulings and court decisions as may be necessary to insure that the interest on the 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 designates the Note as a "Qualified Tax Exempt Obligation"as that term is used in Section 265(b)(3)(B)of the Internal Revenue Code. Section 6.All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved on April 2,2007. ROLL CALL VOTE AYE NAY ABSENT Donald L.Bailey,Jr. Isaiah McGee JeffV.Mertz Darlene Stanton Mike Watts xx X X X