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HomeMy WebLinkAboutA001 - Bond Documents - $538,234 UNITED STATES OF AMERICA • STATE OF IOWA CITY OF AMES COMMERCIAL DEVELOPMENT REVENUE REFUNDING BOND ( PYLE REFUNDING PROJECT) SERIES 1991 R-1 r� $-5, 8, 234 KNOW ALL MEN BY THESE PRESENTS that the City of Ames , in the State of Iowa, hereinafter called the "Issuer" , for value received, promises to pay from the source and as hereinafter pro- vided, to the order of McQuistan Investments , or its assigns, the principal sum of Five Hundred Thirty-eight Thousand, Two Hundred Thirty-four Dollars ( $538 , 234 ) , and in like manner to pay inter- est on said sum from the date hereof at the rate of eight percent ( 80 ) per annum, all of the aforementioned principal and interest to be payable in ninety-eight ( 98 ) monthly installments of Seven Thousand Four Hundred Ninety-six Dollars and 55 Cents ( $7 , 496 . 55 ) each, commencing February 1 , 1992 , and on or before the 1st day of each month thereafter through March 1 , 2000 , until the afore- mentioned principal and interest have been paid in full , except as the provisions hereinafter set forth with respect to prepay- ment prior to maturity may become applicable hereto . Beginning on January 1 , 1994 , the interest rate on this Bond shall be reduced from eight percent ( 8% ) per annum to seven percent ( 7%) per annum and, in order to reflect the reduction in the interest rate, the monthly payments on this Bond, beginning with a payment due on February 1 , 1994 , shall be reduced to Seven Thousand Two Hundred Eighty-five Dollars and Seventy-three Cents ( $7 , 285 . 73) . Both principal of and premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America at the principal office of McQuistan Investments ( the "Purchaser" ) in Ames , Iowa. All payments shall be applied first to interest and then to principal . This Bond is issued under a Resolution duly adopted by the governing body of the Issuer on December 17 , 1991 ( the "Resolu- tion" ) for the purpose of funding a loan by the Issuer to Pyle Office Park Partnership ( the "Borrower" ) pursuant to the terms of a Loan Agreement dated as of January 1 , 1992 ( the "Agreement" ) for the purpose of refunding the Issuer ' s Commercial Development Revenue Bonds ( Pyle Office Park - Phase II Project ) , Series 1984 ( the " 1984 Bonds " ) . The 1984 Bonds were issued to finance the construction of a professional office building ( the "Project " ) . Reference is hereby made to the Resolution and the Agreement for • a description of the rights , duties and obligations of the -2- Issuer, the purchaser and the holder of the Bon the terms upon which the Bond is issued and secured. The term # d condi- tions of the loan of the proceeds of the Bond to the Bo Ner and the repayment of said loan are contained in the Agreemerit .-, This Bond is transferable by the holder hereof in person or by his attorney duly authorized in writing at the principal office of the Purchaser but only in the manner, subject to the limitations and upon payment of the charges provided in the Reso- lution . This Bond is issued pursuant to and in full compliance with the Constitution and laws of the State of Iowa, particularly Chapter 419 of the Code of Iowa, as amended (the "Act" ) , and pur- suant to the Resolution. THIS BOND IS NOT A GENERAL OBLIGATION OF THE ISSUER NOR AN INDEBTEDNESS OF THE ISSUER WITHIN ANY CON- STITUTIONAL OR STATUTORY LIMITATION, BUT A SPECIAL OBLIGATION PAYABLE SOLELY FROM REVENUES DERIVED FROM THE PROJECT, INCLUDING THE DEBT OBLIGATION OF THE BORROWER UNDER THE AGREEMENT, WHICH OBLIGATION WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTER- EST AND PREMIUM, IF ANY, ON THE BOND AS THE SAME BECOME DUE AND PAYABLE . Such payments are to be paid to the Purchaser for the account of the Issuer and have been and are hereby duly pledged for that purpose. In addition, the Bond is secured by a mortgage • of the Project under the provisions of a certain Mortgage dated as of January 1, 1992 (the "Mortgage" ) , and a security interest in the portion of the Project which is personal property under the provisions of a certain Security Agreement dated as of Janu- ary 1, 1992 (the "Security Agreement" ) and the rights of the Issuer under the Agreement have been assigned to the Purchaser to secure the payment of such principal , interest and premium, if any, under the Resolution. Additional payments are required to be made by the Borrower under the Agreement sufficient to pay the fees and expenses of the Purchaser in connection with the Bond, taxes and assessments relating to the Project and reasonable expenses of the Issuer relating to the Project . THE BOND AND INTEREST AND PREMIUM, IF ANY, THEREON DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITU- TIONAL OR STATUTORY LIMITATION AND DO NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE ISSUER OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS . The outstanding principal of this Bond is subject to prepay- ment at any time in the event of ( 1 ) exercise by the Borrower of its option to prepay the installments payable under the Agreement and to cause the principal of this Bond to be prepaid upon the occurrence of an event specified in ( a) , (b) or ( c ) of Section 10 . 1 of the Agreement ( relating to damage, destruction, condemna- tion, or unreasonable burdens or excessive liabilities ) , or ( 2 ) the requirement of the Borrower to prepay installments payable • under the Agreement and to cause the principal of this Bond to be 614 -3- 6101 • prepaid upon the occurrence of an event specified in (a) or," (b) of Section 10 . 2 of the Agreement ( relating to impossibility of performance and certain events or circumstances causing interest on the Bond to become taxable) . In any of such events, the prin- cipal of this Bond shall be subject to prepayment by the Issuer at any time, in whole but not in part . If principal is prepaid as a result of the events referred to in this paragraph, such principal shall be prepaid at a prepayment price of 100% of the principal amount thereof , plus accrued interest to the prepayment date. The outstanding principal of this bond is also subject to prepayment by the Issuer prior to maturity on any monthly inter- est payment date in whole, or in part, at a prepayment price of 100% of the principal amount thereof, plus accrued interest to the prepayment date . In the event the principal of this bond is prepaid as afore- said, the principal so prepaid will cease to bear interest on the specified prepayment date, provided funds for such prepayment are deposited with the Purchaser at that time. Prepayment of any amounts hereunder shall not reduce or relieve the obligation of the Borrower to pay installments under the Agreement until all of the remaining interest and principal have been paid or provision for their payment has been made in accordance with the Resolu- tion. When the entire principal of, premium, if any, and inter- est on this Bond have been paid, the Bond shall be cancelled and cremated or otherwise destroyed by the Purchaser, in accordance with the provisions of Section 16 of the Resolution. In the event this Bond is called for redemption, notice thereof identifying the Bond will be given by the Borrower by mailing a copy of the redemption notice by registered or certi- fied mail at least thirty ( 30 ) days prior to the date fixed for redemption to the registered owner of the Bond at the address shown on the registration books ; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceeding for the redemption of the Bond with respect to which proper notice has been given. In certain events , on the conditions , in the manner and with the effect set forth in the Resolution and the Agreement, the principal installments of this Bond may become or may be declared due and payable before the stated maturity thereof , together with interest accrued thereon. The Resolution and the Agreement pre- scribe the manner in which it may be discharged, including a pro- vision that the Bond shall be deemed to be paid if Governmental Obligations , as defined therein, maturing as to principal and interest in such amounts and at such times as will provide suffi- cient funds to pay the principal of and interest and premium, if • any, on the Bond and all fees and expenses of the Purchaser and -4- � all other liabilities of the Borrower under the Agreement shall have been deposited with the Purchaser, after which the Bond shall no longer be secured by or entitled to the benefits of the Resolution and the security documents filed pursuant thereto, except for the purposes of any such payment from such Governmen- tal Obligations . Modifications , alterations or amendments of the provisions of the Resolution may be made only to the extent and in the cir- cumstances permitted by the Resolution and the Agreement . It is hereby certified, acknowledged and declared that all acts , conditions and things required to exist, happen and be per- formed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and man- ner as required by law; that the issuance of this Bond and the issue of which it forms a part, together with all other obliga- tions of the Issuer, does not exceed or violate any constitu- tional or statutory limitation. This Bond is issued with the intent that the laws of the State of Iowa will govern its construction. This Bond shall not be valid or obligatory for any purpose or entitled to any secu- rity or benefit under the Resolution unless and until executed by the authorized officers of the Issuer. IN WITNESS WHEREOF, the City of Ames , Iowa, has caused this Bond to be executed in its name by the manual signature of its Mayor and its corporate seal to be impressed or imprinted hereon and attested by the manual signature of its City Clerk, all as of the 1st day of January, 1994 . CITY OF AMES, IOWA By Larry Curtis, Mayor ATTEST Sandra Ryan, City Clerk ( Seal ) • FOR VALUE RECEIVED, The undersigned sells , assigns and transfers unto the within Commercial Development Revenue Refunding Bond (Pyle Refunding Project) Series 1991 , of the City of Ames , Iowa . Dated: IN THE PRESENCE OF This Bond has not been registered under the Iowa Uniform Securities Act and may be offered, sold or transferred only if registered pursuant to the provisions of that Act, or if an exemption from registration is available . • SE6 :E6135410 . 93