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HomeMy WebLinkAboutA075 - Resolution No. 12-030 adopted January 24, 2012 Ames/419370-42/2nd%: P&D Water Hrg/Iss RESOLUTION NO. 12-030 Resolution taking additional action with respect to a Water Revenue Loan and Disbursement Agreement and authorizing, approving and securing the payment of a Water Revenue Loan and Disbursement Agreement Anticipation Project Note in the principal amount of $11,425,000 (IFA Interim Loan and Disbursement Agreement) WHEREAS, the City of Ames (the "City"), in the County of Story, State of Iowa, did heretofore establish a Municipal Waterworks System(the "Utility") in and for the City which has continuously supplied water and water service in and to the City and its inhabitants since its establishment; and WHEREAS, the management and control of the Utility are vested in the City Council, and no board of trustees exists for this purpose; and WHEREAS, the City has heretofore proposed to borrow money and enter into a Water Revenue Loan and Disbursement Agreement (the "Loan and Disbursement Agreement') with the Iowa Finance Authority (the "Lender") and to issue in accordance therewith Water Revenue Bonds (the "Bonds")in a principal amount not to exceed$11,425,000 to provide funds to pay the costs, to that extent, of planning, designing, and constructing improvements and extensions to the Utility (the "Project'), and has published notice of the proposed action and has held a hearing thereon on January 24, 2012; and WHEREAS, it is necessary at this time to authorize and approve the issuance of a Water Revenue Loan and Disbursement Agreement Anticipation Project Note in the principal amount of$11,425,000 (IFA Interim Loan and Disbursement Agreement) (the "Project Note") pursuant to the provisions of Section 76.13 of the Code of Iowa in anticipation of the receipt of and payable from the proceeds of the Loan and Disbursement Agreement (the "Loan Proceeds") in order to pay authorized costs in connection with planning and designing the Project; NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as follows: Section 1. The City Council hereby covenants for the benefit of the Lender and all who may at any time be the holder of the Project Note to enter into the Loan and Disbursement Agreement and to issue and deliver the Bonds prior to the Maturity Date, as defined in the Project Note, and declares that this resolution constitutes the "additional action" required by Section 384.24A of the Code of Iowa. The Bonds are hereby ordered to be issued at such time as the City enters into the Loan and Disbursement Agreement. Section 2. The Project Note in the principal amount of $11,425,000 is hereby authorized to be issued to the Lender. The Project Note shall be dated as of the date of closing, shall mature on the Maturity Date as defined in the Project Note, and shall bear interest at the rate of 0%per annum. -2- DORSEY& WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA I Ames/4 1 93 7 0-42/2nd Y: P&D Water Hrg/Iss The Project 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 be a fully registered instrument without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Project Note shall cease to be such officer before the delivery of the Project 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 City Clerk is hereby designated as the Registrar and Paying Agent for the Project Note and may be hereinafter referred to as the "Registrar" or the "Paying Agent". The City reserves the right to prepay principal of the Project Note in whole or in part on any date prior to the Maturity Date, as defined in the Project Note, at a prepayment price equal to the principal amount thereof prepaid. The Project Note shall be fully registered as to both principal and interest in the name of the owner in the records of the City kept for such purpose, after which no transfer shall be valid unless made on said records by the City Clerk, and then only upon a written instrument of transfer satisfactory to the City, duly executed by the registered owner or the duly authorized attorney for such registered owner. The City shall maintain as confidential the record of identity of owners of the Project Note, as provided by Section 22.7 of the Code of Iowa. Section 3. The Project Note shall be in substantially the following form: -3- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370-42/2nd'/2 P&D Water Hrg/Iss UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF STORY CITY OF AMES WATER REVENUE LOAN AND DISBURSEMENT AGREEMENT ANTICIPATION PROJECT NOTE (IFA INTERIM LOAN AND DISBURSEMENT AGREEMENT) No. 1 MAXIMUM PRINCIPAL AMOUNT: $11,425,000 INTEREST RATE PROJECT NOTE DATE 0% February 9,2012 This Water Revenue Loan and Disbursement Agreement Anticipation Project Note (IFA Interim Loan and Disbursement Agreement) (the "Project Note") is issued to the Iowa Finance Authority (the "Lender") by the City of Ames, Iowa (the "City"), as of the Project Note Date. The Lender shall loan to the City an interim amount not to exceed $11,425,000. The City has adopted a resolution (the "Resolution") authorizing and approving this Project Note pursuant to the provisions of Sections 76.13 and 384.24A of the Code of Iowa, 2011, as amended, and providing for the issuance and securing the payment of this Project Note, and reference is made to the Resolution for a more complete statement as to the source of payment of this Project Note and the rights of the owners of this Project Note. This Project Note, together with any additional obligations as may be hereafter issued and outstanding from time to time under the conditions set forth in the Resolution, shall be payable solely and only from the proceeds (the "Loan Proceeds") of an authorized Loan and Disbursement Agreement and the corresponding future issuance of Water Revenue Bonds, a sufficient portion of which have been appropriated to the payment hereof. The proceeds of this Project Note shall be used for the purposes set forth in the Resolution and shall be made available to the City in the form of one or more periodic disbursements. This Project Note shall be executed and delivered to the Lender in evidence of the City's obligation to repay the amounts payable hereunder and shall bear interest at 0%. This Project Note shall be payable as to principal in full on the Maturity Date (hereinafter defined) and in the total aggregate amount drawn by the City pursuant to this Project Note, shall be subject to prepayment in whole or in part on any date at a prepayment price equal to the principal amount hereof prepaid, and shall contain such other terms and provisions as provided in the Resolution. This Project Note is payable as to principal three years from the Project Note Date (the "Maturity Date"). If the City enters into a Loan and Disbursement Agreement with the Lender pursuant to the Iowa Water Pollution Control Works and Drinking Water Facilities Financing Program by the Maturity Date, the Lender may provide for the repayment in full of this Project Note pursuant to the terms of such Loan and Disbursement Agreement and the resolution authorizing the Loan and Disbursement Agreement. -4- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/4 1 93 70-42/2'd% P&D Water Hrg/Iss This Project Note is executed pursuant to the provisions of Sections 76.13 and 384.24A of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statute. In the event of any inconsistency or conflict between the terms and conditions of the Resolution and this Project Note, the parties acknowledge and agree that the terms of this Project Note shall take precedence over any such terms of the Resolution. 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 Project Note were and have been properly existent, had, done and performed in regular and due form and time; and that the issuance of this Project Note does not exceed any constitutional or statutory limitations. IN TESTIMONY WHEREOF, the City of Ames, Iowa has caused this Project Note to be executed by its Mayor and attested by its City Clerk all as of the Project Note Date. CITY OF AMES, IOWA By: Mayor Attest: City Clerk IOWA FINANCE AUTHORITY By: David D. Jamison Executive Director -5- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370-42/2'1/2 P&D Water Hrg/Iss Section 4. The Project 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 Project Note proceeds. Section 5. The Loan Proceeds are hereby appropriated to the payment of the Project Note and may also be appropriated to the payment of other obligations issued to pay costs of the Proj ect. At its sole discretion, the City Council may appropriate to the payment of the Project Note proceeds to be received from state or federal grants and/or income or revenues from sources to be received and expended for the Project during the period of Project construction. The Project Note is a limited obligation of the City payable solely and only from the Loan Proceeds and shall not constitute a general obligation of the City, nor shall it be payable in any manner by taxation, and under no circumstances shall the City be in any manner liable by reason of the failure of the Loan Proceeds to be sufficient for the payment in whole or in part of the Project Note. Section 6. Upon a breach or default of a term of the Project Note or any Parity Obligations and this resolution, a proceeding may be brought in law or in equity by suit, action or mandamus to enforce and compel performance of the duties required under the terms of this resolution and Section 76.13 of the Code of Iowa. Section 7. The City reserves the right to issue additional obligations (the "Parity Obligations") payable from the Loan Proceeds, and ranking on a parity with, the Project Note. The Project Note or any Parity Obligations shall not be entitled to priority or preference one over the other in the application of the Loan Proceeds regardless of the time or times of the issuance of such Project Note or Parity Obligations, it being the intention of the City that there shall be no priority among the Project Note or Parity Obligations, regardless of the fact that they may have been actually issued and delivered at different times. Section 8. The provisions of this resolution shall constitute a contract between the City and the owners of the Project Note and Parity Obligations as may from time to time be outstanding, and after the issuance of the Project Note, no change, variation or alteration of any kind of the provisions of this resolution shall be made without prior consent of the Lender which will adversely affect the owners of the Project Note or Parity Obligations until the Project Note and Parity Obligations and the interest thereon shall have been paid in full. Section 9. If any section, paragraph, clause or provision of this resolution shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. Section 10. All resolutions and orders or parts thereof in conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed. -6- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Ames/419370-42/2"d%2 P&D Water Hrg/Iss Section 11. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. Passed and approved January 24, 2012. �/ r Mayor Attest: Cs� 'kC0-d& City Clerk On motion and vote, the meeting adjourned. Mayor Attest: City Clerk -7- DORSEY& WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA