HomeMy WebLinkAboutA018 - Letter of Credit dated August 2, 2010 - $15,000 � -TZ)
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First American Bank
12333 University Avenue
Clive, Iowa 50325
Issue Date: 8/2/2010'
Irrevocable Standby Letter of Credit No: 11108682
CUSTOMER BENEFICARY
HUNZIKER LAND DEVELOPMENT COMPANY, City of Ames
L.L.C.
105 S 16'h St 515 Clark
Ames, IA 50010 Ames, IA 50010
Amount: USD $15,000.00
First American Bank ("Lender") hereby establishes at the request and for the account of
Customer, an Irrevocable Letter of Credit in favor of Beneficiary for a sum of Fifteen Thousand
and NO/100 Dollars ($15,000.00). All amounts subject to this Letter of Credit shall be specified
and paid in United States dollars.
These funds shall be made available to Beneficiary upon Lender's receipt from
Beneficiary of sight drafts drawn on Lender at Lender's address indicated above (or such other
address that Lender may provide Beneficiary in writing) during regular business hours and
accompanied by the signed written statements or documents indicated below.
WARNING TO BENEFICIARY: PLEASE EXAMINE THIS LETTER OF CREDIT AT
ONCE. IF YOU FEEL UNABLE TO MEET ANY OF ITS REQUIREMENTS EITHER
SINGLY OR TOGETHER, YOU SHOULD CONTACT THE CUSTOMER IMMEDIATELY
TO SEE IF THE LETTER OF CREDIT CAN BE AMENDED. OTHERWISE, YOU WILL
RISK LOSING PAYMENT UNDER THIS LETTER OF CREDIT .FOR FAILURE TO
COMPLY STRICTLY WITH ITS TERMS AS WRITTEN.
1. DRAFT TERMS AND CONDITIONS
Lender shall honor drafts submitted by Beneficiary under the following terms and
conditions:
Presentment of a draft in the form of Attachment 1 attached hereto and
accompanied by such statements or documents set forth therein(a"Sight Draft").
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Upon Lender's honor of Sight Drafts in the aggregate stated amount of this Letter of
Credit, Lender shall be fully discharged of its obligations under this Letter of Credit and shall not
be obligated to make any further payments under this Letter of Credit once the full amount of
credit available under this Letter of Credit has been drawn. If a non-conforming demand is
made, Lender shall notify Beneficiary in writing of its dishonor on or before the time specified in
Paragraph 5 below, at the address above.
Beneficiary shall have no recourse against the Lender for any amount paid under this
Letter of Credit once Lender has honored any Sight Draft which complies strictly with this Letter
of Credit, and which on its face appears otherwise in order but which is signed, issued or
presented by a party or under the name of a party purporting to act for Beneficiary, purporting to
claim through Beneficiary, or posing as Beneficiary without Beneficiary's authorization. By
paying an amount demanded in accordance with this Letter of Credit, Lender makes no
representation as to the correctness of the amount demanded and Lender shall not be liable to
Beneficiary, or any other person, for any amount paid or disbursed for any reason whatsoever,
including, without limitation, any non-application or misapplication by Beneficiary of the
proceeds of such payment. By presenting upon Lender or a confirming bank, Beneficiary
certifies that Beneficiary has not and will not present upon the other, unless and until Beneficiary
meets with dishonor. Beneficiary promises -to return to Lender any funds received by
Beneficiary in excess of the Letter of Credit's maximum drawing amount.
2. USE RESTRICTIONS
All Sight Drafts must be marked "DRAWN UNDER FIRST AMERICAN BANK
IRREVOCABLE LETTER OF CREDIT NO. ********", and the amount of each Sight Draft
shall be marked on the Sight Draft. Only Beneficiary, or Beneficiary's Transferee (if this Letter
of Credit is transferable pursuant to Paragraph 3 below), may complete a Sight Draft and
accompanying statements or documents required by this Letter of Credit and make a draw under
this Letter of Credit. This original Letter of Credit must accompany any draft drawn hereunder.
Partial draws are permitted under this Letter of Credit. Lender's honor of a partial draw
shall correspondingly reduce the amount of credit available under this Letter of Credit.
Following a partial draw, Lender shall return this original Letter of Credit to Beneficiary with the
partial draw noted hereon; in the alternative, and in its sole discretion, Lender may issue a
substitute Letter of Credit to Beneficiary in the amount shown above;less any partial draw(s).-
3. TRANSFERABILITY
® This Letter of Credit is non-transferable.
❑ This Letter of Credit is transferable, subject to the following provisions:
a) This Letter of Credit may only be transferred by Beneficiary upon prior
written notice to and consent by Lender of the transfer. The Transferee
shall be deemed the new Beneficiary of this Letter of Credit and the
documents of the Transferee, including Sight Drafts required under this
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Letter of Credit, will be processed by Lender (or any intermediary)
without the original Beneficiary's intervention and without any further
obligation of Lender to the original Beneficiary.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE
CONTRARY, TRANSFERS OF THIS LETTER OF CREDIT MAY NOT
BE MADE TO ANY PERSON LISTED ON THE OFFICE OF FOREIGN
ASSET CONTROL LIST OF SPECIALLY DESIGNATED
NATIONALS AND BLOCKED PERSONS PURSUANT TO U.S. LAW.
LENDER IS PROHIBITED FROM ISSUING, TRANSFERRING,
ACCEPTING OR PAYING, LETTERS OF CREDIT TO ANY PARTY
OR ENTITY IDENTIFIED BY THE OFFICE OF FOREIGN ASSET
CONTROL, U.S. DEPARTMENT OF TREASURY, OR SUBJECT TO
THE DENIAL OF EXPORT PRIVILEGES BY THE U.S.
DEPARTMENT OF COMMERCE.
b) When the presenter is a permitted Transferee under Paragraph 3(a) above,
the documents required for a draw shall include:
(i) All documents required elsewhere in this Letter of Credit, except
that such documents may be in the name of and executed by either
the original Beneficiary or the presenter permitted by Paragraph
3 a ; and
(ii) A certified copy of the one or more documents which show the
presenter's authority to claim through or to act with authority for
the original Beneficiary.
4. EXPIRATION DATE
® This Letter of Credit shall expire on 6/1/2011 (the "Expiration Date") and shall
not be renewable.
❑ This Letter of Credit shall expire on (the "Expiration Date").
Notwithstanding the foregoing, the term of this Letter of Credit shall be
automatically renewed, without written amendment, for successive, one-year (I-
year) periods unless, at least Seventy-Five (75) days prior to any such date of
expiration, the Lender shall give written notice to Beneficiary, by certified mail,
return receipt requested and at the address set forth above or at such other address
as may be given to the Lender by Beneficiary, that this Letter of Credit will not be
renewed.
5. TIMING OF DISHONOR
If Lender for any reason decides to dishonor a drawing under this Letter of Credit, it shall
provide written notice to Beneficiary or the presenter within three(3)Banking Days after Lender
has received the last document forming Beneficiary's presentment (the "Three-Day Period").
Lender shall be entitled to rely upon such reason without regard to either (i) the timing of any
presentment made before the Expiration Date, or (ii) the timing inside the Three-Day Period of
any preliminary communication(s) from Lender concerning the dishonor decision or any reason
for dishonor. For any reason for dishonor given during the Three-Day Period, Lender shall be
conclusively deemed to have met the "reasonable time", "without delay", and other timing
requirements as the Uniform Customs and Practice for Documentary Credits, 1993 Revision,
ICC Publication No. 500, as most recently published by the International Chamber of Commerce
(the "UCP") may impose. The Expiration Date shall not be extended to accommodate a
nonconforming presentment made less than three (3) Banking Days before the Expiration Date,
and Beneficiary shall not be entitled to submit a draw request or provide Lender with any
documents in support of a draw after the Expiration Date. Lender shall not be required to
communicate a dishonor decision or its reasons within a time less than the Three-Day Period.
"Banking Day" means any day, except Saturday, on which commercial banks located in
Des Moines, Iowa are open.
6. COMPLIANCE BURDEN
Lender is not responsible for any impossibility or other difficulty in achieving strict
compliance with the requirements of this Letter of Credit precisely as written. Beneficiary
understands and acknowledges: (i) that unless and until the present wording of this Letter of
Credit is amended with Lender's prior written consent, the burden of complying strictly with
such wording remains solely upon Beneficiary; and (ii) that Lender is relying upon the lack of
such amendment as constituting Beneficiary's initial and continued approval of such wording.
7. CHOICE OF LAW/JURISDICTION
This Letter of Credit is subject to the UCP. This Letter of Credit shall be governed by
and construed in accordance with the laws of the State of Iowa, United States of America except
to the extent such laws are inconsistent with the UCP. Lender and Beneficiary consent to the
jurisdiction and venue'of any court selected by Lender, in its discretion, located in the City of
Des Moines, Iowa in the event of any legal proceeding under this Letter of Credit.
8. EXPIRATION
Lender hereby agrees with Beneficiary that drafts drawn under and in compliance with
the terms of this Letter of Credit will be duly honored if presented to the Lender on or before the
Expiration Date.
Please direct any inquiries with regard to this Letter of Credit to First American Bank,
Attn: Commercial Banking Division, 12333 University Avenue, Clive, Iowa 50325, phone
number 515-226-9998.
Yours truly,
First American Bank
By:
e - ecutive Vice President
ENDORSEMENT OF DRAFTS DRAWN:
Date Negotiated By Amount in Words Amount in Figures
ATTACHMENT 1 —
SIGHT DRAFT CERTIFICATE
DRAWN UNDER FIRST AMERICAN BANK
.IRREVOCABLE LETTER OF CREDIT NO. 11108682
Re: First American Bank
Letter of Credit No. 11108682
Dated: 8/2/2010
The undersigned, a duly authorized officer of City of Ames (the "Beneficiary"),
hereby certifies to First American Bank (the "Lender"), with reference to the Letter of
Credit identified above,issued by the Lender in favor of the Beneficiary, that:
(1) The Letter of Credit has been delivered to the Beneficiary on behalf of the
Customer set forth in the Letter of Credit.
(1) The Beneficiary is drawing the amount of$ under the Letter of Credit.
(2) The Beneficiary certifies the following:
Insert Statement Required or Intentionally Left Blank.
(3) The Beneficiary further certifies the following:
a) . The amount drawn under this Certificate does not exceed the amount
permitted to be drawn under the Letter of Credit.
b) All other conditions to drawing upon the Letter of Credit have been
fulfilled and completed and all amounts requested by the Beneficiary
pursuant this Sight Draft Certificate are due and owing.
(4) This Certificate is accompanied by the following documents:
Insert Documents Required or Intentionally Left Blank.
(5) The amount drawn hereunder should be paid to the undersigned by
wire transfer to:
Name of Financial Institution:
Financial Institution Address:
ABA Routing Number:
Account Number:
Account Name:
(6) Capitalized terms used in this Certificate and not otherwise defined have the
meanings given such terms in the Letter of Credit.
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IN WITNESS WHEREOF, the Beneficiary has executed and delivered this
Certificate as of the day of , 20
By:
Printed Name, Title
Attachment—Original Letter of Credit