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HomeMy Public PortalAbout2023-089 Resolution Authorizing and Approving a Loan AgreementRESOLUTION 2023-089 Resolution Authorizing and Approving a Loan Agreement, Providing for the Issuance of a $215,000 General Obligation Corporate Purpose Note, Series 2023, and Providing for the Levy of Taxes to Pay the Same WHEREAS, the City of Riverdale (the "City"), in Scott County, State of Iowa heretofore proposed to enter into a loan agreement (the "Loan Agreement"), pursuant to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a principal amount not to exceed $215,000 for the purpose of paying the costs, to that extent, of constructing sanitary sewer and storm water drainage improvements (the "Project"), and pursuant to law and a notice duly published, the City Council has held a public hearing on such proposal on August 22, 2023; and, WHEREAS, the City has negotiated the sale of a General Obligation Corporate Purpose Note, Series 2023 (the "Note") in the principal amount of $215,000 with Quad City Bank & Trust, Bettendorf, Iowa (the "Lender") in evidence of the City's obligation under the Loan Agreement; and, WHEREAS, at this time, it is necessary to approve the Loan Agreement and to make provision for the issuance of the Note. NOW, THEREFORE, it is resolved by the City Council of the City of Riverdale, Iowa, as follows: Section 1. Section 2. It is hereby determined that the City shall enter into the Loan Agreement with the Quad City Bank & Trust, Bettendorf, Iowa (the "Lender"), in substantially the form which has been placed on file with the City, providing for a loan to the City in the amount of $215,000 for the purpose or purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City, and the Loan Agreement is hereby approved. The Note is hereby authorized to be issued in evidence of the obligation of the City under the Loan Agreement, in the principal amount of $215,000, shall be dated as of the date of its delivery to the Lender (anticipated to be October 11, 2023), and shall be payable as to both principal and interest in the manner hereinafter specified. The City Clerk is hereby designated as the Registrar and Paying Agent for the Note and may be hereinafter referred to as the "Registrar" or the "Paying Agent." The Note shall bear interest at the rate of 7.00% per annum. Both principal of and interest on the Note shall be payable in five (5) equal semiannual installments in the amount of $40,728 each, due on each June 1 and December 1, commencing June 1, 2024, and continuing to, and including, June 1, 2026, with one final installment of all remaining City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 1 (563) 355-2511 www.riverdaleia.org principal and interest due thereon at final maturity on December 1, 2026. Interest shall be calculated on the basis of a 360 -day year comprised of twelve 30 -day months. Payment of both principal of and interest on the Note shall be made to the registered owner appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the payment date at the address shown on such registration books; provided, however, that the final installment of principal and interest shall be payable only upon presentation and surrender of the Note to the Paying Agent. The City reserves the right to prepay principal of the Note in whole or in part, at any time prior to and in inverse order of maturity without penalty on terms of par and accrued interest. All principal so prepaid shall cease to bear interest on the date of prepayment. The 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 Note without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Note shall cease to be such officer before the delivery of the 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 Note shall be fully registered as to principal and interest in the name of the owner on the registration books of the City kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owner or its legal representatives or assigns. The Note shall be transferable only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of any owners of the Note shall be kept confidential as provided by Section 22.7 of the Code of Iowa. Section 3. The Note shall be in substantially the following form;. (Form of Note) UNITED STATES OF AMERICA STATE OF IOWA SCOTT COUNTY CITY OF RIVERDALE GENERAL OBLIGATION CORPORATE PURPOSE NOTE, SERIES 2023 City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 1 (563) 355-2511 www.riverdaleia.org No. 1 $215,000 RATE MATURITY DATE NOTE DATE 7.00% December 1, 2026 October 11, 2023 The City of Riverdale (the "City"), in Scott County, State of Iowa, for value received, promises to pay in the manner hereinafter provided to Quad City Bank & Trust, Bettendorf, Iowa (the "Lender") or registered assigns, the principal sum of TWO HUNDRED FIFTEEN THOUSAND DOLLARS, together with interest on the outstanding principal hereof from the Note Date, or from the most recent payment date on which interest has been paid, except as the provisions hereinafter set forth with respect to prepayment prior to maturity may be or become applicable hereto. This Note shall bear interest at the rate of 7.00% per annum. Both principal of and interest on this Note shall be payable in five (5) equal semiannual installments in the amount of $40,728 each, due on each June 1 and December 1, commencing June 1, 2024, and continuing to, and including, June 1, 2026, with one final installment of all remaining principal and interest due thereon at final maturity on December 1, 2026. Interest shall be calculated on the basis of a 360 -day year comprised of twelve 30 -day months. Both principal of and interest on this Note are payable to the registered owner appearing on the registration books of the City maintained by the City Clerk (hereinafter referred to as the "Registrar" or the "Paying Agent") at the close of business on the fifteenth day of the month next preceding the payment date in lawful money of the United States of America to the registered owner at the address shown on such registration books; provided, however, that the final installment of principal and interest will be payable only upon presentation and surrender of this Note to the Paying Agent. This Note is issued by the City to evidence its obligation under a certain Loan Agreement, dated as of the date hereof (the "Loan Agreement") entered into by the City for the purpose of paying the cost, to that extent, of constructing sanitary sewer and storm water drainage improvements. This Note is issued pursuant to and in strict compliance with the provisions of Chapter 76 and Chapter 384 of the Code of Iowa, 2023, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the City Council dated September 26, 2023 authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of this Note (the "Resolution"), and reference is hereby City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 1 (563) 355-2511 www.riverdaleia.org made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of this Note and the rights of the owner of this Note. The City reserves the right to prepay principal of this Note, in whole or in part, at any time prior to and in inverse order of maturity on terms of par and accrued interest. All principal so prepaid will cease to bear interest on the prepayment date. This Note is fully negotiable but shall be fully registered as to principal in the name of the owner on the books of the City in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Note to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified, Recited and Declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Note have existed, have happened and have been performed in due time, form and manner, as required by law, and that the issuance of this Note does not exceed or violate any constitutional or statutory limitation or provision. IN TESTIMONY WHEREOF, the City of Riverdale, Iowa, by its City Council, has caused this Note to be executed with the duly authorized manual or facsimile signature of its Mayor and attested with the duly authorized manual or facsimile signature of its City Clerk, on September 26, 2023. CITY OF RIVERDALE, IOWA APPROVED: ATTEST: (DO NOT SIGN) (DO NOT SIGN) Anthony Heddlesten, Mayor Kelly Krell, Clerk ABBREVIATIONS The following abbreviations, when used in this Note, shall be construed as though they were written out in full according to applicable laws or regulations: City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 1 (563) 355-2511 1 www.riverdaleia.org TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA As Custodian for (Custodian) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Note to (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint , Attorney, to transfer this Note on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Note in every particular, without alteration or enlargement or any change whatever. City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 1 (563) 355-2511 1 www.riverdaleia.org Section 4, Section 5. Section 6. Section 7. It is anticipated that closing of the borrowing transaction contemplated herein will be on or around October 11, 2023; provided, however, that execution of the Note and the Loan Agreement shall be undertaken 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 or upon the direction of the Lender, upon receipt of the proceeds of the loan (the "Loan Proceeds"), and all action heretofore taken in connection with the Loan Agreement is hereby ratified and confirmed in all respects. To the extent that the date of closing needs to be adjusted, the City staff, with advice from the Lender and Bond Counsel to the City, is hereby authorized to make such adjustment and to modify the transaction documents accordingly. The Loan Proceeds shall be used to pay the costs of the Project and costs of issuance of the Note. Any Loan Proceeds remaining after the full payment of such costs shall be deposited in the Debt Service Fund and used to pay principal of and interest on the Note as the same become due. The City shall keep a detailed and segregated accounting of the expenditure of, and investment earnings on, the Loan Proceeds to ensure compliance with the requirements of the Internal Revenue Code, as hereinafter defined. For the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on the Note as the same become due there is hereby ordered levied on all the taxable property in the City the following direct annual tax in each of the following fiscal years: For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of $81,455; For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of $81,455; and For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of $40,728. A certified copy of this resolution shall be filed with the County Auditor of Scott County, and the County Auditor is hereby instructed to enter for collection and assess the tax hereby authorized. When annually entering such taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the City and set aside therein as a special account to be used solely and only for the payment of the principal of and interest on the Note hereby authorized and for no other purpose whatsoever. Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the Note remains outstanding and unpaid, any funds of the City which may lawfully be applied for such purpose may be appropriated, budgeted and, if received, used for the payment of the principal of and interest on the Note as the same become due, and if so appropriated, the City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 (563) 355-2511 www.riverdaleia.org taxes for any given fiscal year as provided for in Section 6 of this Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for such purpose, and evidenced in the City's budget. Section 8. Section 9. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds to the sum thus advanced. It is the intention of the City that interest on the Note be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof, the City covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Note will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained. The City hereby designates the Note as a "Qualified Tax Exempt Obligation" as that term is used in Section 265(b)(3)(B) of the Internal Revenue Code. Section 10. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 11. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. APPROVED: Anthony Heddlesten, Mayor ATTEST: City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 1 (563) 355-2511 1 www.riverdaleia.org 4ST.195Q LOAN AGREEMENT This Loan Agreement is entered into as of October 11, 2023, by and between the City of Riverdale, Iowa (the "City") and Quad City Bank & Trust, Bettendorf, Iowa (the "Lender"). The parties agree as follows: 1. The Lender shall loan to the City the sum of $215,000, and the City's obligation to repay hereunder shall be evidenced by the issuance of a General Obligation Corporate Purpose Note, Series 2023 (the"Note") in the principal amount of $215,000. 2. The City has adopted a resolution on September 26, 2023 (the "Resolution") authorizing and approving this Loan Agreement and providing for the issuance of the Note and the levy of taxes to pay the principal of and interest on the Note for the purpose or purposes set forth in the Resolution. The Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. In and by the Resolution, provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on the Note as the same will respectively become due. 3. The Note, in substantially the form set forth in the Resolution, shall be executed and delivered to or on behalf of the Lender to evidence the City's obligation to repay the amounts payable hereunder. The Note shall be dated October 11, 2023, shall bear interest, shall be payable as to principal on the dates and in the amounts, shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided therein and in the Resolution. 4. This Loan Agreement is executed pursuant to the provisions of Section 384.24A of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statute. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. CITY OF RIVERDALE, IOWA BY: Anthony Heddlesten, Mayor QUAD CITY BANK & TRUST, Bettendorf, Iowa BY: (Signature) ATTEST: Kelly Kre , CI rk (Print Name and Title) City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 1 (563) 355-2511 1 www.riverdaleia.org . Fsr. -1.a a MINUTES TO AUTHORIZE ISSUANCE OF GENERAL OBLIGATION NOTE Riverdale, Iowa September 26, 2023 The City Council of the City of Riverdale, Iowa, met on September 26, 2023, at 7:00 p.m., at the PV Administration Center, 525 Belmont Road, Riverdale, Iowa. The Mayor presided and the roll was called showing the following members of the City Council present and absent: Present: Paul DCamp, Beth Halsey, Vincent Jurgena, Doug Littrel Absent: Justin Galbraith Council Member Halsey introduced the resolution hereinafter next set out and moved its adoption, seconded by Council Member Jurgena, and after due consideration thereof by the City Council, the Mayor put the question upon the adoption of the said resolution and the roll being called, the following named Council Members voted: Ayes: Nays: Paul DCamp, Beth Halsey, Vincent Jurgena, Doug Littrel None Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. .... At the conclusion of the meeting and upon motion and vote, the City Council adjourned. FOR THE CITY OF RIVERDALE: (‘ '''Ir Anthony Heddlesten, Mayo ATTESTED BY: City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 1 (563) 355-2511 1 www.riverdaleia.org Kelly A. dell, (pity Clerk ATTESTATION CERTIFICATE STATE OF IOWA SCOTT COUNTY CITY OF RIVERDALE SS: I, the undersigned, City Clerk of the City of Riverdale, do hereby certify that attached hereto is a true and correct copy of the proceedings of the City Council relating to authorizing and approving a loan agreement, providing for issuance of a note, and providing for the levy of taxes to pay the same, as referred to therein. WITNESS MY HAND this 27th day of September, 2023. City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 I (563) 355-2511 www.riverdaleia.org COUNTY FILING CERTIFICATE STATE OF IOWA SCOTT COUNTY SS: I, the undersigned, County Auditor of Scott County, in the State of Iowa, do hereby certify that on the 7/ day of Serge.-,.r3ea_ , 2023, the City Clerk of the City of Riverdale filed in my office a certified copy of a resolution of such City shown to have been adopted by the City Council and approved by the Mayor thereof on September 26, 2023, entitled: "Resolution Authorizing and Approving a Loan Agreement, Providing for the Issuance of a $215,000 General Obligation Corporate Purpose Note, Series 2023, and Providing for the Levy of Taxes to Pay the Same," and that I have duly placed the copy of the resolution on file in my records, I further certify that the taxes provided for in that resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 2024. WITNESS MY HAND this 2-9 day of Samar"` 4-- , 2023. County Auditor City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 (563) 355-2511 www.riverdaleia.org