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HomeMy WebLinkAboutA003 - Council Action Summary from January 26, 1999 meeting with packet documents COUNCIL ACTION SUMMARY Meeting Date: 1126199 Agenda Item #: Comments SUBJECT: Letter from Essex Corporation dated January 25, 1999 (asking City to act as the Issuer of Development Bonds RE: Windsor Oaks) ACTION TAKEN: Referred to staff. MOTION BY: Campbell SECOND BY: Cross / VOTING AYE: Campbell, Cross, Hoffman, Parks, Quirmbach, Wirth J VOTING NAY: None ABSENT: None By: 11)"- 1 Diane Voss, City Cleric Copy to: Steve Schainker 0 SEX CORPORATION _. SUITE 100, OMAHA,NE BB154 ■ January 25, 1999 Mayor and the Council Ames City Hall 515 Clark Avenue Ames,Iowa 50010 RE: Ames Senior Living Development Revenue Bonds Dear Mayor and Members of the Council: By this letter,we are requesting, on behalf of Ames Senior Living, that the-City of Ames act as the Issuer of Development Revenue Bonds for the purpose of providing permanent financing for the project known as Windsor Oaks. The City is authorized by Chapter 419 of the Code of Iowa to-issue revenue bonds. The Bonds - do not constitute an-indebtedness of the City and will not cause any pecuniary liability or be a charge against its general credit or taking powers. Ames Senior Living is the Owner of the proposed community and is a newly formed, locally owned, nonprofit corporation. Ames Senior Living is an Iowa nonprofit corporation incorporated in the State of Iowa. The company's only business is the ownership and operation of Windsor Oaks. The-nonprofit corporation has been approved to be exempt from federal income tax as an organization defined in section 501(c)(3). However, the nonprofit corporation will pay full real_ estate taxes. The-corporation also has been registered, as required for-senior housing projects, with the State of Iowa Insurance Division. The development will be located at a site west of the intersection of Adams-Street and Calhoun Avenue in 1,-?orth Ames. The site consists of approximately seven acres and is appropriately zoned. The-assessment and development agreements for this project have just recently been approved by the City. Windsor Oaks is a community that is designed as an affordable-community for seniors 55 years of age and older. The building for-Phase I will consist of 28 one and two bedroom apartments ranging in_size from 770 square feet to 1540 square feet. The building will also have-28 garages attached and corresponding individual resident storage areas. The-building has a total of 48,900 - _ Mayor and Members of the Council January 25, 1999 - Page 2 _- - square feet and is single story, wood frame, slab-on-grade with brick and lap siding. Each apartment has its own three-season porch. Similar financing in Iowa-has-been provided for senior housing projects in Clinton,Nevada, Red Oak,Boone and Sioux-Center.=In two cities, Clinton and Nevada, the Bonds were placed- privately with local financial-institutions. It is the intent of the nonprofit-to-do the same in Ames, if economically viable. -The-cost of necessary legal services incurred by the City for the review of the Bond documents prepared-by the Bond Council for the Project will be borne by the nonprofit corporation. The name of the Bond Council is: Chuck Addy Baird Holm McEachen Pedersen Hamann& Strasheim 1500 Woodmen Tower Omaha,Nebraska, 68102 (402) 344-0500 Thelotal development-costs for Phase I of the project are estimated to be$5,000,000. Approximately$2,500,000 will be provided as equity with only$2,500,000 required in Bond financing. A general.timeline for the Project would be: 1) That the.City passes a Resolution.granting PreliminM Q12roval for the issuance of Bonds. 2) That the City passes a Resolution granting Final approval for the issuance of Bonds. 3) Construction commencement-May 1999. Also attached for your review are sample council resolutions from Nevada and Clinton. Also -enclosed is page 1 -of the-IRS determination letter and the Insurance Division approval letter. :Thank you for your attention to this request. We look forward to hearing from you regarding this matter. Sincerely, ESSEX CORPORATION ?ent�B. raasch Executive Vice President INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P. 0. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: JUL 221998 DLN:47-0808724 17053044034008 AMES SENIOR LIVING Contact Person: C/O BART VOTAVA D. A. DOWNING 11606 NICHOLAS ST STE 100 Contact Telephone Number: OMAHA, NE 68154 (513) 241-5199 Accounting Period Ending: December 31 Foundation Status Classification: 509(a)(2) Advance Ruling Period Begins: March 6, 1997 Advance Ruling Period Ends: December 31, 2001 _ Addendum Applies: No Dear Applicant: Based on information you supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from federal income tax under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(3) . Because you are a newly created organization, we are not now making a final determination of your foundation status under section 509(a) of the Code. However, we have determined that you can reasonably expect to be a publicly supported organization described in section 509(a)(2) . Accordingly, during an advance ruling period you will be treated as a publicly supported organization, and not as a private foundation. This advance ruling period begins and ends on the dates shown above. Within 90 days after the end of your advance ruling period, you must send us the information needed to determine whether you have met the require- ments of the applicable support test during the advance ruling period. If you establish that you have been a publicly supported organization, we will classi- fy you as a section 509(a)(1) or 509(a)(2) organization as long as you continue to meet the requirements of the applicable support test. If you do not meet the public support requirements during the advance ruling period, we will classify you as a private foundation for future periods. Also, if we classify you as a private foundation, we will treat you as a private foundation from your beginning date for purposes of section 507(d) and 4940. Grantors and contributors may rely on our determination that you are not a private foundation until 90 days after the end of your advance ruling period. If you send us the required information within the 90 days, grantors and contributors may continue to rely on the advance determination until we make a final determination of your foundation status. If we publish a notice in the Internal Revenue Bulletin stating that we Letter 1045 (DO/CG) e ada ~Iowa The City Council o.f_Nevada, Iowa, met in regular session on the 14th day of .April, i997 at 6:00 o'clock P.M. , at the City Hall in Nevada, Iowa. The meeting was called to order by Mayor Christv and on roll call, the following named Council Members were present : Clem, Cooper, Neff, Rebarcak and Strum Absent - Hobson Matters were discussed concerning the issuance of Development Revenue Bonds . The Mayor and City Council investigated and found that notice of intention to issue' not to exceed $1, 315, 000 of Development Revenue Bonds had, as directed by the Mayor and City Council, been duly given according to law. This being the time and place specified in the notice for the conduct of a public hearing on the proposal to issue such Development Revenue Bonds, all local residents attending the hearing were given an opportunity to express their views for or against the proposal to issue the Development Revenue Bonds . After all local residents who appeared at the hearing who desired to do so, had expressed their views for or against the proposal to issue the Development Revenue, Bonds, Council Member Clem introduced and caused to be read a Resolution entitled: "Resolution authorizing the issuance and sale of $1, 315, 000 Development Revenue Bonds (Regency Retirement Residence Project) Series 1997, the execution and delivery of an Indenture of Trust to secure said Bonds, the execution and delivery of a- Loan Agreement with Regency Retirement Residence of Nevada and Related Matters" and moved its adoption, which motion was seconded by Council Member Cooper . After due consideration of said Resolution by the Council, the Mayor put the question on the motion and upon the roll being called, the following named Council Members voted: Ayes : Clem, Cooper, Rebarcak, Neff and Strum Nays : None. Absent : Hobson Whereupon, the Mayor declared the said Resolution duly adopted and . signed his approval thereto. 1 Upon motion and vote, the meeting adjourned. ATTEST: _ Mayorp a s Christy City Clerk , e North CMC/AAE (SEAL) 2 RESOLUTION NO. 55 (96-97) "RESOLUTION AUTHORIZING THE O ISSUANCE AND SALE' '� 4g5�-4;yy.Y� .... .. ., .�.x ; , F $1, 315, 000 ` }`DEVELOPMENT ., ;REVENUE -BrxONDS `(REGENCY-RETIREMENT-RESIDENCE PROJECT) , SERIES 1997, THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST TO SECURE- SAID BONDS, THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH REGENCY RETIREMENT RESIDENCE OF NEVADA AND RELATED MATTERS" WHEREAS, ;the City of Nevada, Iowa (hereinafter referred to as the "City")`7—is --a municipal'corporation organized and existing under the laws__and_cons_ttution of the _State of__Iowa, and -- - - - i is authorized and empowered by Chapter 419 . of the Code _of.. Iowa,; _as -amended -(-hereinaf"ter referred to as- the "Act") ` to issue revenue bonds aril-loan the proceeds from the sale of said—bonds to-one or more----part-ie"s—for--the--purpose of acquiring, constructing and improving, and equipping land, buildings and other improvements located within or near the corporate boundaries of the City which shall be suitable for the use of any housing unit or complex for the elderly; and WHEREAS, the City has determined there is a public need in the City for a housing unit or complex for the elderly as proposed by the Company (as hereinafter defined) ; and WHEREAS, the City has made the necessary arrangements with Regency Retirement Residence of Nevada (the "Company") for the location of facilities which constitutes a "project" , as defined in the Act (the "Project" ) , within or near the corporate boundaries of the City; and WHEREAS, Notice of Intention to issue Development Revenue Bonds (the "Bonds" ) has been published one time in the Nevada Journal on March 20, 1997, as required by law, and the City has conducted a public hearing at the time and place as specified in said notice of hearing on the proposal to issue the Bonds, all in the manner required by the Act and the Internal Revenue Code of 1986, as amended, and any and all objections or other comments relating to such Bonds have been heard. WHEREAS, the City deems it necessary and advisable to proceed with the issuance, sale and delivery of Bonds in the amount of $1, 315, 000 as authorized and permitted by the Act to finance the cost of the Project to that amount; and WHEREAS, the City will loan the proceeds of the Bonds to the Company pursuant to the provisions of a Loan Agreement dated as of April 1, 1997, between the City and the Company (the "Loan Agreement" ) , the obligations of which will be sufficient to pay the 1 principal of and interest and prepayment premium, if any, . on the Bonds as and when the same shall be due; and WHEREAS, the City will sell. the Bonds to State Bank & Trust Co. (the "Purchaser") at a price of par and accrued interest and the City will execute and deliver an Indenture of Trust dated as of April 1, 1997, (the "Indenture") to State Bank & Trust Co. , (the "Trustee") , as Trustee for the bondholders; and WHEREAS, as .additional security for payment of the Bonds, the Company has agreed to execute a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement (the' "Mortgage" ) dated as of April 1, 1997, between the Company, as the mortgagor and debtor, and the City and the Trustee (as the assignee of the City) , as the mortgagee and secured party, thereunder, pursuant to which the Company grants and conveys to the City and Trustee a first mortgage lien in the real estate described in the Mortgage, subject to Permitted Encumbrances (as defined in the Loan Agreement) , and a security interest in the personal property described in the Mortgage; and WHEREAS, the rights and interests of the City in and to the Loan Agreement and the Mortgage will be assigned by the City to the Trustee pursuant to the Indenture. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF NEVADA, IOWA, AS FOLLOWS: Section 1 . A public hearing has been held on the proposal to issue such Bonds at the time and place as specified in said notice of hearing and all persons who appeared were given an opportunity to express their views for or against the proposal to issue said Bonds, and all objections or other comments relating to the issuance of such Bonds have been heard and are hereby overruled, and the City Council hereby finds and determines: (i) that a general functional description of the type and use of the Project has been accurately described in said notice of hearing and is hereby approved; (ii) that the maximum aggregate face amount of the Bonds has been accurately described in said notice of hearing and is hereby approved; (iii) that the initial. owner, operator or manager of the Project has been accurately described in said notice of hearing and is hereby approved. Section 2 . That the . Bonds in an aggregate principal amount of . $1, 315, 000 be and the same are hereby authorized and ordered to be issued by the City, and to provide for the author- ization of and to secure the Bonds under the Act, to finance the Project and necessary expenses incidental thereto and to prescribe the terms and conditions upon which the Bonds are to be issued, secured, executed, authenticated, accepted and held, the Mayor is hereby authorized and directed to execute and acknowledge the Indenture, including necessary counterparts, and the Clerk is 2 hereby authorized and directed to attest the same and to affix the seal of the City thereto and to cause the Indenture to be delivered to, accepted and acknowledged by the Trustee, the Indenture, which constitutes and is hereby made a part of this authorizing Resolu- tion, and the Bonds, the form and content of which are set forth in the Indenture, to be in substantially the form, text and containing- the provisions set forth in the form of the Indenture now before - this meeting, but with such insertions, changes, modifications, additions or deletions therein as shall to the Mayor and the City Clerk seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of the approval of and authorization by the City and the Mayor and City Clerk' s approval of , any and all insertions, changes, modifications, additions or deletions therein from the form and content of the Indenture now before this meeting. Section 3 . That the City loan to the Company the proceeds of the Bonds pursuant to the Loan Agreement. That there be and there is hereby authorized the execution of such a Loan Agreement in substantially the form and with the contents herein- after set forth, and the Mayor is hereby authorized and directed to execute and acknowledge the Loan Agreement, including necessary counterparts, and the Clerk is hereby authorized and directed to attest the same and affix the seal of the City thereto, the Loan Agreement, which constitutes and is hereby made a part of this authorizing Resolution, to be in substantially the form, text, and containing the provisions set forth in the Loan Agreement now before this meeting, but with such changes, modifications, additions or deletions therein as shall to the Mayor and the City Clerk seem necessary, desirable or -appropriate, . their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions therein from the form and content of the Loan Agreement now before this meeting. Section 4 . That the form and content of the Mortgage, constituting a conveyance and grant by the Company to the City and the Trustee (as the assignee of the City) of a mortgage lien and security interest in and to the property subject to Permitted Encumbrances as defined in the Loan Agreement, and the assignment to the Trustee of the City' s rights and interests in and to the Mortgage, pursuant to the Indenture, be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor is hereby authorized and directed to execute, acknowledge and deliver the Mortgage for and on behalf of the City, as a mortgagee and secured party thereunder, including necessary counterparts, and the Clerk is hereby authorized and directed to attest the same and affix the seal of the City thereto, the Mortgage, which constitutes and is hereby made a part of this authorizing Resolution, to be in substantially the form, text and containing the provisions set forth in the form of Mortgage now before this meeting, but with such changes, additions, modifications and deletions therein as shall to them seem necessary, desirable or appropriate, their 3 execution thereof to constitute conclusive evidence of their approval -of any and all changes, modifications, additions or deletions from the form and content of the Mortgage now before this meeting. Section 5 . That State Bank & Trust Co. is hereby appointed Trustee under the Indenture, and the assignment of the City, s rights and -interests in and to the Loan Agreement (and Note) and Mortgage (with certain exceptions as stated in the Indenture) , be and the same hereby are in all respects authorized, approved and confirmed. Section 6 . That the sale of the Bonds to the Purchaser in the amounts set forth above, upon the terms of par and accrued interest, be and the same is hereby directed and approved. Section 7. The City hereby designates the Bonds as its "qualified tax exempt obligations" under Section 265 (b) (3) (B) (i) (III) of the Internal Revenue Code of 1986 and covenants and warrants that the City does not reasonably expect to issue bonds or other obligations aggregating in the principal amount of more than $10, 000, 000 during the calendar year in which the Bonds are to be issued" . Section 8 . That from and after the execution and delivery of the documents identified above, the Mayor and the Clerk are hereby authorized and directed to execute any and all certificates, documents and other papers and do any and all things and to perform all other acts (including without limitation the filing- of Internal Revenue Service Form 8038 and the filing of any financing statements necessary to create or maintain a security interest on the properties pledged or assigned under the Indenture, the Loan Agreement and the Mortgage) deemed necessary in order to effect the accomplishment of the Project, the issuance and sale of the Bonds and the execution and delivery of the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Mortgage and to carry out the intent and purpose of this Resolution. Section 9 :Anything an this Resolution or the Bonds to. ithe�contrary__:- notwitl standing ' neither this„ ; Resolut-ion, the'. 2-ndenture 4 ther Bonds, .,_or the..Loan:=Agr.eement sha1"1 repres-ent ,on constitute: an indebtedness .6f._:the__City.,'t.within the _meaning_-o.f any' tate "constitutional provision or statutory limitation, and shalh,. nat consti.tu�te or' give,--,-rise a pecuniary liability of the,:City or a chard e a ains'twit sereral creditor taxiing owers,and "each 4 Bond shall contain on its face a statement to tYiat- effect Section 10 . That the provisions .of this Resolution are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions . 4 Section 11. That all 'resolutions and orders or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 12 . That this Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 14th day of April, 1997. CITY OF NEVADA, IOWA By: -; M r, James Christy ATTEST: City Clerk, S e North CMC/AAE (SEAL) STATE OF IOWA ) ss . COUNTY OF STORY ) The undersigned, being first duly sworn, does hereby depose and certify that I am the duly appointed, qualified and acting City Clerk of the City of Nevada, in the County of Story, State of Iowa; that as such I have in my possession, or have access to, the complete corporate records of said City and of its Council and officers; 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 by the City Council of said City at a meeting open to the public on April 14, 1997, which was called in accordance with Chapter 21A of the Iowa Code, and notice to the general public and news media was made at least twenty-four (24) hours prior to the time of the meeting. WITNESS, my hand and the Corporate Seal of the City hereto affixed at Nevada, Iowa, this 14th day of April, 1997 . (SEAL) City Clerk , Sud North CMC AAE . 5 STATE OF IOWA ) ss. COUNTY OF STORY ) On this 14th day of April, 1997, before me a Notary Public, in and for said county, personally appeared Sue North, to me personally known, who being by me duly sworn did say that she is the City Clerk of said City of Nevada, Iowa; that the seal affixed to said instrument is the seal of said City and that said instrument was signed and sealed on behalf of said City by authority of its Council Members and said City Clerk acknowledged the execution of said instrument to be the voluntary act and deed of said City by it voluntarily executed. r.,y cc... sIS,9 t Notary Public 216098 6 Clinton, Iowat� The City Council of-Clnton, Iowa, met in regular session on the loth day of• December199_6_ at 7 : 00 o' clock P.M. , at the City Hall in Clinton, owa. The meeting was called to order by _ LaMetta K. Wynn, Mayor and on roll call, the following named Council Members were present : Borota, Drury, Graboski, Klaes, Mallinger, Oakley, Smith. Absent : None Matters were discussed concerning the issuance of Development Revenue Bonds . The Mayor and City Council investigated and found that notice of intention to issue not to exceed $2, 500, 000 of Development Revenue Bonds had, as directed by the Mayor and City Council, been duly given. according to law. This being the time and place specified in the notice for the conduct of a public hearing on the proposal to issue such Development Revenue Bonds, all local residents attending the hearing were given an opportunity to express their views for or against the proposal to issue the Development Revenue Bonds . After all local residents who appeared at the hearing who desired to do so, had expressed their views for or against the proposal to issue the Development Revenue Bonds, Council Member 'Graboski introduced and caused to be read a Resolution entitled: "Resolution authorizing the issuance and sale of $2, 500, 000 Development Revenue Bonds (Regency Retirement Residence Project) Series 1996, the execution and delivery of an Indenture of Trust to secure said Bonds, the execution and delivery of a Loan Agreement with Regency Retirement Residence of Clinton and Related Matters" and moved its adoption, which motion was seconded by Council Member Drury After due consideration of said Resolution by the Council, the Mayor put the question on the motion and upon the roll being called, the following named Council Member voted: Ayes : Borota, Drury, Graboski, Klaes, Mallinger, Oakley, Smith Nays : None Absent : None Whereupon, the Mayor declared the said Resolution duly adopted and signed her approval thereto. 1 Upon motion and vote, the meeting adjourned. a or ATTEST: •j City Clerk (SEAL) 2 RESOLUTION NO. w ESOI;UTION AUTHORIZING,THE ISSU --AND SALE y OF $2-, 5`00 `0"00" _ DEVELOPMENT REVENUE BONDS_ (REGENCY RETIREMENT RESIDENCE PROJECT) , SERIES 1996, THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST TO SECURE SAID BONDS, THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH REGENCY RETIREMENT RESIDENCE OF CLINTON AND RELATED MATTERS" WHEREAS, the City of Clinton, Iowa'r(hereinafter referred to as the "City") , is`a municipal corporation organized and existing under the laws and constitution of the State of Iowa,-.and Fis authorized-and empowered-by Chapter 419 of the Code Hof, Iowa r�-as t amended--(here naf-er__referred---tows-the-"'Act"-)-," -to " issue revenug ibonds and loan the proceeds.j' from the sale of said bonds to one or more--parties fof the purpose of acquiring, constructing and improving, and equipping land, buildings and other improvements located within or near the corporate boundaries of the City which shall be suitable for the use of any housing unit or complex for the elderly; and WHEREAS, the City has determined there is a public need in the City for a housing unit or complex for the elderly as proposed by the Company (as hereinafter defined) ; and WHEREAS, the City has made the necessary arrangements with Regency Retirement Residence of Clinton (the "Company" ) for the location of facilities which constitutes a "project" , as defined in the Act (the "Project" ) , within or near the corporate boundaries of the City; and WHEREAS, Notice of Intention to issue Development Revenue Bonds (the "Bonds") has been published one time in the Clinton Herald on November 22, 1996, as required by law, and the City has conducted a public hearing at the time and place as specified in said notice of hearing on the proposal to issue the Bonds, all in the manner required by the Act and the Internal Revenue Code of 1986, as amended, and any and all objections or other comments relating to such Bonds have been heard. WHEREAS, the, City deems it necessary and advisable to proceed with the issuance, sale and delivery.of Bonds in the amount of $2, 500, 000 as authorized and permitted by the Act to finance the cost of the Project to that amount; and WHEREAS, the City will loan the proceeds of the Bonds to the Company pursuant to the provisions of a Loan Agreement dated as of December 1, 1996 , between the City and the Company (the "Loan Agreement" ) , the obligations of which will be sufficient to pay the 1 principal of and interest and prepayment premium, if any, on the Bonds as and when the same shall be due; and WHEREAS, the City will sell the Bonds to Clinton National Bank (the "Purchaser") at a price of par and accrued interest and the City will execute and deliver an Indenture of Trust dated as of December 1, 1996, (the "Indenture") to Clinton National Bank, (the "Trustee") , as Trustee for the bondholders; and WHEREAS, as additional security for payment of the Bonds, the Company has agreed - to execute a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement (the "Mortgage" ) dated as of December 1, 1996, between the Company, as the mortgagor and debtor, and the City and the Trustee (as the assignee of the City) , as the mortgagee and secured party, thereunder, pursuant to which the Company grants and conveys to the City and Trustee a first mortgage lien in the real estate described in the Mortgage, subject to Permitted Encumbrances (as defined in the Loan Agreement) , and a security interest in the personal property described in the Mortgage; and WHEREAS, the rights and interests of the City in and to the Loan Agreement and the Mortgage will be assigned by the City to the Trustee pursuant to the Indenture. NOW, THEREFORE, BE IT. RESOLVED BY THE CITY COUNCIL OF CLINTON, IOWA, AS FOLLOWS: Section 1. A public hearing has been held on the proposal to issue such Bonds at the time and place as specified in said notice of hearing and all persons who appeared were given an opportunity to express their views for or against the proposal to issue said Bonds, and all objections or other comments relating to the issuance of such Bonds have been heard and are hereby overruled, and' the City Council hereby finds and determines : (i) that a general functional description of the type and use of the 'Project has been accurately described in said notice of hearing and is hereby approved; (ii) that the maximum aggregate face amount of the Bonds has been accurately described in said notice of hearing and is hereby approved; (iii) that the initial owner, operator or manager of the Project has been accurately described in said notice of hearing and is hereby approved. Section 2 . That the Bonds in an aggregate principal amount of $2, 500, 000 be and the same are hereby authorized and ordered to be issued by the City, and to provide for the author- ization of and to secure the Bonds under the Act, to finance the Project and necessary expenses incidental thereto and to prescribe the terms and conditions upon which the Bonds are to be issued, secured, executed, authenticated, accepted and held, the Mayor is hereby authorized and directed to execute and acknowledge the Indenture, including necessary counterparts, and the Clerk is 2 r hereby authorized and directed to attest the same and to affix the seal of the City thereto and to cause the Indenture to be delivered to, accepted and acknowledged by the Trustee, the Indenture, which constitutes and is hereby made a part of this authorizing Resolu- tion, and the Bonds, the form and content of which are set forth in the Indenture, to be in substantially the form, text and containing the provisions set forth in the form of the Indenture now before this meeting, but with such insertions, changes, modifications, additions or deletions therein as shall to the Mayor and the City Clerk . seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of the approval of and authorization by the City and the Mayor and City Clerk' s approval of any and all insertions, changes, modifications, additions or deletions therein from the form and content of the Indenture now before this meeting. Section 3 . That the City loan to the Company the proceeds of the Bonds pursuant to the Loan Agreement. That there be and there is hereby authorized the execution of such a Loan Agreement in substantially the form and with the contents herein- after set forth, and the Mayor is hereby authorized and directed to execute and acknowledge the Loan Agreement, including necessary counterparts, and the Clerk is hereby authorized and directed to attest the same and affix the seal of the City thereto, the Loan Agreement, which constitutes and is hereby made a part of this authorizing Resolution, to be in substantially the form, text, and containing the provisions set forth in the Loan Agreement now before this meeting, but with such changes, modifications, additions or deletions therein as shall to the Mayor and the City Clerk seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions therein from the form and content of the Loan Agreement now before this meeting. Section 4 . That the form and content of the Mortgage, constituting a conveyance and grant by the Company to the City and the Trustee (as the assignee of the City) of a mortgage lien and security interest in and to the property subject to Permitted Encumbrances as defined in the Loan Agreement, and the assignment to the Trustee of the City' s rights and interests in and to the Mortgage, pursuant to the Indenture, be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor is hereby authorized and directed to execute, acknowledge and deliver the Mortgage for and on behalf of the City, as a mortgagee and secured party thereunder, including necessary counterparts, and the Clerk is hereby authorized and directed to attest the same and affix the seal of the City thereto, the Mortgage, which constitutes and is hereby made a part of this authorizing Resolution, to be in substantially the form, text and containing the provisions set forth in the form of Mortgage now before this meeting, but with such changes, additions, modifications and deletions therein as shall to them seem necessary, desirable or appropriate, their 3 e execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions from the form and content of the Mortgage now before this meeting. Section 5 . That Clinton National Bank is hereby appointed Trustee under the Indenture, and the assignment of the City' s rights and interests in and to the Loan Agreement (and Note) and Mortgage (with certain exceptions as stated in the Indenture) , be and the same hereby are in all respects authorized, approved and confirmed. Section 6 . That the sale of the Bonds to the Purchaser in the amounts set forth above, upon the terms of par and accrued interest, be and the same is hereby directed and approved. Section 7 . The City hereby designates the Bonds as its "qualified tax exempt obligations" under Section 265 (b) (3) (B) (i) (III) of the Internal Revenue Code of 1986 and covenants and warrants that the City does not reasonably expect to issue bonds or other obligations aggregating in the principal amount of more than $10, 000, 000 during the calendar year in which the Bonds are to be issued" . . Section 8 . That from and after the execution and delivery of the documents identified above, the Mayor and the Clerk are hereby authorized and directed to execute any and all certificates, documents and other papers and do any and all things and to perform all other acts (including without limitation the filing of Internal Revenue Service Form 8038 and the filing of any financing statements necessary to create or maintain a security interest on the properties pledged or assigned under the Indenture, the Loan Agreement and the Mortgage) deemed necessary in order to effect the accomplishment of the Project, the issuance and sale of the Bonds and the execution and delivery of the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Mortgage and to carry out the intent and purpose of this Resolution. Section 9:P.'nything_ins phis Resol"ution or the -=Bonds to: `the contrary = notwithstanding; }neither this= Resolution, thef 4 Indenture, tho tB`orids "°or `the ` Loan "Agreement shall represent or j-�const Lute-,an n3ebtedness-- of the. City',.-_within the meaning`_of any. ( State constitutional provision or statutory limitation, andshalh riot constitute nor .give rise to- a pecuniary. ,liability of "the City or a charge against its general-- credit or taxing,, powers, rand- eacrir Bond shall`�coritain on 'its ate a 'statement to that effectsf - - Section 10 . That the provisions of this Resolution are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions . 4 Section 11. That all resolutions and orders or parts thereof in conflict herewith are hereby repealed to the extent of such conflict . Section 12 . That this Resolution shall become effective immediately upon its passage and approval . PASSED AND APPROVED this loth day of December, 1996 . CITY OF CLINTON, IOWA By: O ATTEST: City Clerk (SEAL) STATE OF IOWA ) ss . COUNTY OF CLINTON ) The undersigned, being first duly sworn, does hereby depose and certify that I am the duly appointed, qualified and acting City Clerk of the City of Clinton, in the County of Clinton, State of Iowa; that as such I have in my possession, or have access to, the complete corporate records of said City and of its Council and officers; 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 by the City Council of said City at a meeting open to the public on December 10, 1996, which was called in accordance with Chapter 28A of the Iowa Code, and notice to the general public and news media was made at least twenty-four (24) hours prior to the time of the meeting. WITNESS, my hand and the Corporate Seal of the City hereto affixed at Clinton, Iowa, this loth day of December, 1996 . City Clerk (SEAL) 5 • e .1 STATE OF IOWA ) ss. COUNTY OF CLINTON ) On this loth day of December, 1996, before me a Notary Public, in and for said county, personally appeared Deborah K. Neels, to me personally known, who being by me duly sworn did say that she is the City Clerk- of said City of Clinton, Iowa, that the seal affixed to said instrument is the seal of said City and that said instrument was signed and sealed on behalf of said City by authority "of its Council Members and said City Clerk acknowledged- the execution of said instrument to be the voluntary act and -deed of said City by it voluntarily executed. Notary Public 198728 6