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HomeMy WebLinkAboutA004 - Bond Proceedings Ames , Iowa • December 28, 1993 The City Council of Ames , Iowa, met in regular session on the 28th day of December, 1993 , at 7:00 o 'clock p.m. , at the City Hall, Ames , Iowa. The meeting was called to order and there were present Larry Curtis Mayor, in the chair, and the following Council Members : Ann Campbell , Judie Hoffman , Sharon Wirth, John Parks Absent: Pat Brown, Joyce Hertz Matters were discussed concerning an amendment to the terms of the City' s Commercial Development Revenue Refunding Bonds (Pyle Refunding Project) , Series 1991 . Whereupon, Council Member Campbell introduced and caused to be read a resolution entitled "Resolution Approving an Amendment to the Terms of the City' s Commercial Development Revenue Refunding Bonds (Pyle Refunding Project) , Series 1991 and Authorizing Execution of an Amendment to Loan Agreement, " and moved its adoption. The motion was seconded by Council Member parks After due con- sideration of said resolution by the Council , the Mayor put the question on the motion and, the roll being called, the following named Council Members voted: Ayes : Campbell , Hoffman, Parks, Wirth Nays : None Whereupon, the Mayor declared said resolution, a copy of which is attached hereto, duly adopted and signed his approval thereto . Upon motion and vote, the meeting ad ' urned. Larry gfurtis , Mayor Attest: -__\ E� L : Sandra Ryan, City Clerk ( Seal ) • RESOLUTION 93-460 • RESOLUTION APPROVING AN AMENDMENT TO THE TERMS OF THE CITY ' S COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS ( PYLE REFUNDING PROJECT) , SERIES 1991 AND AUTHORIZING EXECUTION OF AN AMENDMENT TO LOAN AGREEMENT. WHEREAS, upon the request of Pyle Office Park Partnership ( the "Company" ) , the City of Ames , Iowa ( the "City" ) has issued its Commercial Development Revenue Refunding Bonds ( Pyle Refund- ing Project) Series 1991 , dated January 1 , 1992 , in the aggregate principal amount of $538 , 234 ( the "Bonds " ) as authorized and per- mitted by Chapter 419 of the Code of Iowa, as amended; and WHEREAS , the Bonds were issued pursuant to a Resolution (the "Bond Resolution" ) duly adopted by the City Council of the City on December 17 , 1991 ; and WHEREAS, the City has loaned the proceeds from the sale of the Bonds to the Company pursuant to the provisions of a Loan Agreement dated as of January 1 , 1992 , between the City and the Company (the "Loan Agreement" ) , pursuant to which the obligations of the Company are sufficient to pay the principal of and inter- est and premium, if any, on the Bonds as and when the same shall be due; and WHEREAS, the Bonds have been sold McQuistan Investments (the • "Bondholder" ) ; and WHEREAS, the Company and the Bondholder have reached an agreement with respect to the modification of the interest rate on the Bonds and a corresponding modification of the Loan Agree- ment; and WHEREAS, the Company has requested the City to consent to and authorize the above mentioned modification by adopting an amendment to the Bond Resolution and the Loan Agreement; and. WHEREAS, the Bondholder has consented to the proposed amend- ment of the Bond Resolution and Loan Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF AMES, IOWA, AS FOLLOWS : Section 1 . That the modification of the interest rate on the Bonds as set forth in the Amendment to Loan Agreement attached hereto as Exhibit A is hereby approved in all respects . All references in any documents entered into in connection with the Bonds are hereby amended to reflect the modification of the interest rate on the Bonds . Section 2 . That the first paragraph of the form of the • Bonds as set forth in the Bond Resolution is hereby amended to read as follows : -2- • 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 provided, 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 interest on said sum from the date hereof at the rate of eight percent ( 8% ) per annum, all of the afore- mentioned principal and interest to be payable in ninety-eight ( 98 ) monthly installments of Seven Thou- sand 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 aforementioned principal and interest have been paid in full , except as the provi- sions hereinafter set forth with respect to prepayment prior to maturity may become applicable hereto . Begin- ning 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 pay- ments 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 ) . Section 3 . That the Mayor and the City Clerk shall execute and deliver a new Bond to reflect the Amendment set forth herein in exchange for the existing Bond which shall be cancelled and destroyed. Section 4 . THAT THE BONDS SHALL REMAIN SPECIAL LIMITED OBLIGATIONS OF THE CITY. THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS SHALL BE PAYABLE SOLELY OUT OF THE REVENUES DERIVED FROM THE LOAN AGREEMENT OR OTHERWISE PLEDGED, ASSIGNED OR SECURED HEREUNDER AND ARE NOT OTHERWISE AN OBLIGATION OF THE CITY. THE BONDS AND INTEREST THEREON SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF CITY WITHIN THE MEANING OF ANY STATE CONSTITU- TIONAL PROVISION OR STATUTORY LIMITATION, AND SHALL NOT CONSTI- TUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF CITY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS . Section 5 . That the Mayor and City Clerk are hereby autho- rized and directed to execute the Amendment to Loan Agreement in substantially the form attached hereto as Exhibit A and any and all other documents and certificates necessary in order to carry out the intent and purposes of this resolution. Section 6 . That, except as provided herein, all other pro- visions of the Bond Resolution shall remain in full force and effect . 3- Passed and approved this 28th day of December, 1993 . qawf-ry C tis , Mayor Attest : APPROVED AS TO FORM L..� John R. Kiau Sandra Ryan, Cit Clerk City Attornev (Seal ) • • -4- • STATE OF IOWA ) SS : COUNTY OF STORY ) I . Sandra Ryan, City Clerk of Ames , Iowa, do hereby certify that I have in my possession or have access to the complete cor- porate records of said City and of its City Council and officers; and that I have carefully compared the transcript hereto attached with the aforesaid corporate records and that said transcript hereto attached is a true, correct and complete copy of all of the corporate records showing the action taken with respect to the matters set forth therein by the City Council of said City on December 28 , 1993 , which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that such meeting was duly and publicly held in accordance with the Notice of Meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bul- letin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council ( a copy of the face sheet of said agenda being attached hereto) pursuant to the rules of the Council and the provisions of Chapter 21, Code of Iowa, as amended, upon rea- sonable advance notice to the public and media at least • twenty-four ( 24 ) hours prior to the commencement of the meeting as required by said law and with members of the public in atten- dance . I further certify that the individuals named in the attached proceedings were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancies existed except as may be stated in said proceedings , and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individu- als named therein as officers to their respective positions . WITNESS my hand and seal of said City hereto affixed this 28th day of December, 1993 . ( SEAL) City C erk of Ame , Iowa • SE6 : E6135102 . 93 EXHIBIT "A" AMENDMENT TO LOAN AGREEMENT This Amendment (the "Amendment" ) is dated as of January 1 , 1994 (the "Amendment Date" ) between the City of Ames , Iowa, a municipal corporation organized under the laws of the State of Iowa ( the "Issuer" ) and Pyle Office Park Partnership, an Iowa General Partnership, (the "Company" ) . WITNESSETH: WHEREAS, the Issuer and the Company have entered into a Loan Agreement dated as of January 1 , 1992 (the "Agreement" ) pursuant to which the Issuer has loaned to the Company the proceeds from the sale of the Issuer ' s Commercial Development Revenue Refunding Bonds (Pyle Refunding Project) , Series 1991 (the "Bonds" ) ; and WHEREAS, the Company and the holder of the Bonds have agreed to a change to the terms of the Bonds , and the Issuer has adopted a resolution approving such changes ; and WHEREAS, a corresponding change must be made to the Agree- ment and such change has been agreed to by the Issuer and the Company (with the consent of the holder of the Bonds) . NOW, THEREFORE, the parties hereto agree as follows : • Section 1 . The first paragraph of Section 5 . 2 of the Agreement is hereby amended to read as follows : Section 5 . 2 Loan Payments And Other Amounts Payable. Borrower agrees to pay to Purchaser in imme- diately available funds for the account of the Issuer, and as repayment of the Loan on or before February 1, 1992 , and the first day of each month thereafter until the principal of, premium, if any, and interest on the Bonds shall have been paid or provided for in accor- dance with the Resolution an amount equal to the amount payable on such date as principal (whether at maturity, or upon redemption or acceleration) , premium, if any, and interest on the Bonds as provided in the Resolu- tion. Effective on January 1, 1994 , the interest rate on the Bonds 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 the Bonds, beginning with the pay- ment due on February 1, 1994 , shall be reduced to Seven Thousand Two Hundred Eighty-five Dollars and Seventy-three Cents ( $7 , 285 . 73) . Section 2 . Except as modified herein, the parties reaf- firm the Agreement as originally executed. • -2- In Witness Whereof, the parties hereto have executed this Amendment as of the date first above written. CITY OF L rry Curt's, Mayor (SEAL) APPROVED AS TO FORM BY John R. Attest: e City Attorney Sandra Ryan, Cit Clerk PYLE OFFICE PARK PARTNERSHIP, an Iowa General Partnership • Douglas G. Pyle, General Partner Dennis D. Pyle, General Partner Joyce Pyle Cooper, General Partner Virginia M. Pyle Irrevocable Trust Number One, General Partner By: Dennis D. Pyle, Trustee Virginia M. Pyle Irrevocable Trust Number Two, General Partner By: Douglas G. Pyle, Trustee -3- Virginia M. Pyle Irrevocable Trust Number Three, General Partner By: Joyce Pyle Cooper, Trustee Virginia M. Pyle Irrevocable Trust Number Four, General Partner By: Douglas G. Pyle, Trustee Virginia M. Pyle Irrevocable Trust Number Five, General Partner By: Dennis D. Pyle, Trustee • SE6 :E6135101 . 93