HomeMy WebLinkAbout1982-01-05 Resolution4
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RESOLUTION NO. 82-1
RESOLUTION TO ISSUE CIGARETTE PERMITS
WHEREAS, the following firms and persons have made appli-
cation and paid the mulct tax required by law for the sale of
cigarettes and cigarette papers; therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that
the applications be granted and the City Clerk be and he/she
is hereby directed to issue a permit to the following named
persons and firms to sell cigarette papers and cigarettes:
R. T. Grunts, P.O: Box 2808
It was moved by Lynch and seconded by Perret
that the Resolution as read be adopted, and upon rol cal there
were:
AYES: NAYS: ABSENT:
Balmer x
Dickson x
Erdahl x
Neuhauser x
Perret x
Lvnch x
McDonald x
Passed and approved this 5th day of January ,
19 82
Attest: %7Ja )i u) ,Q�1.. y -
C ty� Clerk =` —=
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RESOLUTION NO. q?_p
RESOLUTION SETTING PUBLIC HEARING ON DISPOSITION OF
PUBLIC PROPERTY
IVHEREAS, the City of Iowa City previously vacated the North 11 of
Des Moines Street between Dubuque and -Clinton Streets and the alley be-
tween Lots 4 and 5 in Block 11, County Seat Addition to the City of Iowa
City in 1898 to the Rock Island Railroad for the purposes of construction
of a depot; and
WHEREAS, Ralph L. Neuzil and Arlene M. Neuzil, husband and wife, and
Dale Sanderson have purchased said depot from the Trustee in Bankruptcy for
the Rock Island Railroad; and
IVHEREAS, it is now necessary for the City of Iowa City to convey by
quit claim deed to the aforesaid purchasers the property previously vacated
except for the North 30 feet of the alley between Lots 4 and 5 in order to
perfect the purchasers' title; and
WHEREAS, the City is required to hold a public hearing on the disposi-
tion of the City's interest in this vacated portion, if any there be.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF IOWA CITY, IOIVA, that a
public hearing be held on the proposal to dispose of the following property
to Ralph L. Neuzil and Arlene M. Neuzil, husband and wife, and Dale Sanderson,
which property is legally described as follows:
An undivided one-half interest to Ralph L. Neuzil and Arlene M.
Neuzil, husband and wife, and an undivided one-half interest to
Dale Sanderson to the following described real estate located in
Iowa City, Iowa:
The North one-half ('1) of Des Moines Street between Dubuque and
Clinton Streets in Iowa City, and the South 50 Feet of the alley
between Lots Four (4) and Five (S), in Block Eleven (11), County
Seat Addition to the City of Iowa City, Iowa.
Public hearing is hereby set for January 19, 1982, at 7:30 P.M. in the
Council Chambers of the Civic Center, 410 E. Washington Street, Iowa City,
Iowa.
It was moved by Iynrh and seconded by
the Resolution be adopted, and upon roll call there were:
AYES: NAYS: ABSENT:
x Balmer
x_ Erdahl
_x Lynch
perret_
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x Neuhauser
..x Perret
x McDonald
x Dickson
Passed and approved this 5th day of January 1982.
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City of Iowa City
MEMORANDUM
DATE: December 30, 1981
TO: Mayor and Council
FROM: Robert W. Jansen RIjuv
RE: Rock Island Depot Purchase by Neuzil and Sanderson, Attorneys
Attached please find a letter from Neuzil and Sanderson, Attorneys at Law,
addressed to me concerning that firm's recent purchase of the old Rock
Island depot. The letter is in the nature of an offer to purchase that pro-
perty that had been previously vacated by the City pursuant to an ordinance
enacted in 1898. However, the 1898 ordinance vacated not only the north one-
half (h) of Des Moines Street between Dubuque and Clinton Streets, but also
vacated the entire alley between Lots Four (4) and Five (5) in Block Eleven,
whereas Neuzil and Sanderson are only requesting to purchase the south 50
feet of the alley since the north 30 feet of same is now Wright Street and
the depot building does not encroach upon that street.
As indicated in the letter from Neuzil and Sanderson, the depot building it-
self sits on the alley between the south 50 feet of Lots Four (4) and Five
(5) and a portion of the turret sits on the north half of Des Moines Street.
Although'the 1898 vacation ran to the Rock Island Railroad, the vacation it-
self may not necessarily extend good title to a subsequent purchaser from
the Rock Island. Therefore, in order to establish clear title in Neuzil and
Sanderson, they are requesting that the City give a quit claim deed for the
property vacated in 1898 except for the north 30 feet of the alley which is
now Wright Street. A token consideration of $100.00 is being offered basically
to defray any costs that might be incurred by the City in disposing of this
property.
I would recommend that the Council grant the request. If the Council is in-
clined to grant this request, it will be necessary to go through the statutory
disposal of property procedures. Accordingly, the Council will be asked to
adopt a resolution at its regular meeting on January 5th to set the matter for
public hearing and public notice.
Enclosure
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RALPH L. NEUZIL
DALESANDERSON
Mr. Robert W. Jansen
City Attorney for Iowa City
9 S. Linn Street
Iowa City, Iowa 52240
NEUZIL & SANDERSON
ATTORNEYS AT LAW
817 South Dubuque Street
P.O. Box 1807
Iowa City, Iowa 52244
December 24, 1981
re: Rock Island Depot Problems
Telephone:
Iowa City (319) 3373187
Oxford (319) 6284175
Dear Mr. Jansen:
We have purchased the Rock Island Depot from the Trustee in Bankruptcy and
need a Quit Claim Deed from the City of Iowa City in order to clear up some po-
tential title problems.
Back in 1898, the Rock Island wanted to move their depot to its present
location. The City of Iowa City granted the Rock Island the right to build the
depot on its present location and vacated the North 15 of Des Moines Street
betweeen Dubuque and Clinton Streets and the alley between Lots 4 and 5 in Block
11, County Seat Addition to the City of Iowa City.
In return for the vacation of the North )I of Des Moines Street and the
alley between Lots 4 and 5 in Block 11, the Rock Island constructed the depot
and dedicated to the City of Iowa City the North 30 feet of Lots 4 and 5 in Block
11, County Seat Addition to the City of Iowa City. This North 30 feet is known today
as Wright Street.
The depot building itself sets on the alley between the South 50 feet of Lots
4 and 5 of Block 11 and a portion of.the turret sits on vacated Des Moines Street.
Our concern is that an ordinance and vacation may not have been sufficient to
convey all title to the property vacated and in order for us to be sure we can give
a valid first .-mortgage on the property, we are requesting that a Quit Claim Deed
from the City -of Iowa City be issued as follows:
An undivided one half interest to Ralph L. Neuzil and Arlene M. Neuzil, husband
and wife, and an undivided one half interest to Dale Sanderson to the following
described real estate locatedin Iowa City, Iowa,:
The North one-half (31) of Des Moines Street between Dubuque and Clinton
Streets in Iowa City, and the South 50 Feet of the alley between Lots Four;
(4) and Five (5), in Block Eleven (11), County Seat Addition to the City of
Iowa City, Iowa.
The above description conincides with the descriptions used on the City
Ordinances passed in 1898 except that we are excluding the North 30 feet of'.the
Alley between Lots 4 and 5 which is Wright Street.
If there were other documents which would have cleared title to this, they
have been lost.
We are offering the City as legal consideration for the Quit Claim Deed
$100.00 to defray the costs of this matter.
we will be available to discuss this matter with you or the City Council at
any time.
Very Truly Yours,
Ral' p11 L euzil llale San erson
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RESOLUTION NO. 82-2a
RESOLUTION APPPIIVING PLANS, SPECIFICATIONS, FORM OF CONTRACT, AND
ESTIMATE OF COST FOR THE CONSTRUCTIONT OFTHE RALSTON CREEK
ESTABLISHING AMOUNT OF BID SECURITY TO ACCOMPANY EACH BID, DIRECT-
ING CITY CLERK TO PUBLISH NOTICE TO BIDDERS, AND FIXING TIME AND
PLACE FOR RECEIPT OF BIDS.
WHEREAS, notice of public hearing on the plans, specifications, form of contract,
and estimate of cost for the construction of the above-named project was published as
required by law, and the hearing thereon held.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF IOWA CITY, IOWA:
1. That the plane, specifications, form of contract and estimate of cost for
the construction of the above-named project are hereby app
2. That the amount of bid security to accompany each bid for the construction of
the above-named project shall be in the amount of 10% of bid
payable to
Treasurer, City Of Iowa City, Iowa.
3. That the City Clerk is hereby authorized. and directed to publish notice for
the receipt of bids for the construction of the above-named project in a newspaper
published at least once weekly and having a general circulation in the City not less
than four (4) nor more than twenty (20) days before the date established for the receipt
of bids.
4. That bide for the construction of the above-named project are to be received
by the City of Iowa City, Iowa, at the Office of the City Clerk, 1t the Civic Center,
rste,
until 10.00_ a RI _ O° the 37th day of JannaYy �' and
the bids will be opened by the City Engille or his designep
thereupon referred to the Council of the City Of Iowa City, Iowa, for action upon said
bids at its next meeting to be held at the Council Chambers, Civic Center, 82Iowa City,
Iowa, at 7.30br
_ O6 the second day of Feuary
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Resolution No. 82-2a
It was moved by Balmer and seconded by McDonald that
the Resolution as read eta od pte3, and upon roll Ca t ere were:
AYES:. NAYS: ABSENT: • 7
x BALMER
x DICKSON
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x ERDAHL
x LYNCH
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x McDONALD
x NEUHAUSER
x PERRET
Passed and approved this 5th day of January , 1982.
MAYOR
ATTEST:givanJ21 7LA„ rJ'�
CITY CLERK
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Received E Approved
BY T130 Department
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RESOLUTION NO 82-3
RESOLUTION AUTHORIZING AND DIRECTING THE SOLICITATION OF OFFERS
TO PURCHASE LAND FOR PRIVATE DEVELOPMENT .9F. THE OLD PUBLIC
LIBRARY SITE AND ALL, OR A PORTION OF, THE ADJACENT PARKING LOT.
WHEREAS, the City Council of Iowa City, Iowa desires to sell the Old
Public Library site for private redevelopment;'and
WHEREAS, the City Council of Iowa City is willing to sell or lease All, or
a portion of, the adjacent easterly parking lot in conjunction with the
development and/or redevelopment of the Old Public Library;
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA
CITY, that the City Manager is hereby authorized and directed to solicit
offers to purchase for private development of the Old Public Library site
and offers to purchase or to lease all, or a portion, of the adjacent
parking lot.
BE IT FURTHER RESOLVED, that the City Clerk is hereby authorized and
directed to publish notice of such solicitation of Offers to Purchase the
Old Public Library site and Offers to Purchase and/or Lease for all, or a
portion of, the adjacent parking lot.
It was moved by Balmer and seconded by Perret
the Resolution be adopted, -and upon roll cal.l there.were:
AYES: NAYS: ABSENT:
x Balmer
x Dickson
x Erdahl
x Lynch
x McDonald
x Neuhauser
x Perret
Passed and approved this 5th day of January 1982.
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MAYOR
ATTEST: ?&2A , & _'lO aAA2 dI w„�
CITY CLERK ' V
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Authorization and Issuance Proceedings
File No. IDR -3501 (Auth)
Iowa City, Iowa
January 5 1982
The City Council of Iowa City, Iowa, met in regular session
on the 5th day of January 1982, at -3T o'clock
_7p m., at the Civic Center in the City. The meeting was
called to order and there were present Mary Neuhauser , Mayor,.in.
the chair, and the following named Council Members: +
Balmer. Dickson, Erdahl, Lynch, McDonald, Perret j
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f Absent: None
The Council investigated and found that notice of intention to
issue Industrial Development Revenue Bonds, Series 1982 (Henry Louis,
Incorporated ProjecE)rin the principal amount of $95,000, had as
i directed by the City Council, been duly given according to law and'a ;
hearing held thereon and the Council authorized the Issuer to proceed
with the issuance of such Bonds. ;
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Council Member Perret introduced a Resolution entitled: -
i "Resolution authorizing the issuance and sale of i
an Industrial Development Revenue Bond
(Henry Louis, Incorporated Project)
of the City of Iowa City, Iowa,
in the principal amount of $95,000, to
finance the costs of acquiring and constructing
certain leasehold improvements and equipment for
Henry Louis, Incorporated, an Iowa corporation; 1
the execution of a Lender Loan Agreement with !
Iowa State Bank & Trust Company
providing the terms and sale of such bond; the
execution and delivery of a Loan Agreement with
Henry Louis, Incorporated providing for the
repayment of the loan of the proceeds of such bond,
and related matters",
and moved its adoption, seconded by Council Member Dickson
After due consideration of said resolution by the Counci , t he Mayor
put the question on the motion and upon the roll being called the
following named Council Members.voted:
Ayes: Lynch, McDonald, Neuhauser, Perret, Balmer, Dickson, Erdahl
Nays: None
Whereupon the Mayor declared said Resolution duly adopted and
approval was signed thereto.
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OELIN, HARRIS, HELMICK 8 HEARTNEY, LAWYERS, DES MOINES. IOWA
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RESOLUTION 82-4
"Resolution authorizing the issuance and sale of
an Industrial Development Revenue Bond
(Henry Louis, Incorporated Project)
of the City of Iowa City, Iowa,
in the principal amount of $95,000, to
finance the costsof acquiring and constructing
certain leasehold improvements and equipment for
Henry Louis, Incorporated, an Iowa corporation;
the execution of a Lender Loan Agreement with
Iowa State Bank & Trust Company
providing the terms and 'sale of such bond; the
execution and delivery of a Loan Agreement with
Henry Louis, Incorporated providing for the
repayment of the loan of the proceeds of such bond,
and related matters",
I
WHEREAS, the City of Iowa City, Iowa, in the County of Johnson,
State of Iowa (the "Issuer") is an incorporated municipality authorized
and empowered by the provisions of Chapter 419 of the Code of Iowa,
1981, as amended (the "Act") to issue revenue bonds for the purpose of
financing the cost of acquiring, by construction or purchase,
improvements and equipment, or any interest therein, suitable for the
use of any commercial enterprise which the City Council finds is
consistent with an urban renewal plan adopted by the Issuer pursuant to
Chapter 403 of the Code of Iowa; and
WHEREAS, the Issuer has made the necessary arrangements with
Henry Louis, Incorporated (the "Company"), an Iowa corporation, for its
acquisition by construction or purchase of certain leasehold
improvements.and equipment suitable for use in its commercial
enterprise, located within the Urban Renewal Area of the Issuer (the
"Project"), which the Issuer has found to be consistent with the
Issuer's Urban Renewal Plan, Project No. Iowa R-14, for the Urban
Renewal Area designated in such plan; and '
WHEREAS, it is necessary and advisable that provisions be made for
the issuance of an Industrial Development Revenue Bond, Series 1982
(Henry Louis, Incorporated Project) of the Issuer in the principal
amount of $95,000 (the "Bond") as authorized and permitted by the Act
to finance the cost of the Project to that amount; and
WHEREAS, the Issuer will loan the proceeds of the Bond to the
Company pursuant to the provisions of a Loan Agreement dated as of
January 1, 1982 (the "Loan Agreement") between the Issuer and the
Company the obligation of which will be sufficient to pay the principal
of, redemption premium, if any, and interest on the Bond as and when
the same shall be due and payable; and
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8ELIN. HARRIS, HELMICK 6 HEARTNEY. LAWYERS. DES MOINES. IOWA
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WHEREAS, the Bond will be sold pursuant to and secured as provided
by a Lender Loan Agreement to be dated as of January 1, 1982 (the
"Lender Loan Agreement") by and between the Issuer and Iowa State Bank
& Trust Company (the "Lender"); and
WHEREAS, the rights of the Issuer in and to the Loan Agreement are
assigned to the Lender under the Lender Loan Agreement; and
WHEREAS, notice of intention to issue the Bond has been published '
and this Council has conducted a public hearing pursuant to such
published notice, all as required by the Act, and has hereby determined
that it is necessary and advisable to proceed with the financing of the
Project; and
WHEREAS, the Issuer has arranged for the sale of the Bond to the
Lender.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Issuer,
as follows:
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Section 1. Project Consistent with Urban Renewal Plan. The 1
Issuer will defray the cost of acquiring, constructing, improving and
equipping a commercial enterprise consisting of a retail facility
located within the Urban Renewal Area of the Issuer and consistent with Ii
the Urban Renewal Plan by issuing the Bond and loaning the proceeds
from the sale of the Bond to the Company.
Section 2. Authorization of the Bond. In order to finance the
cost of the Project, the Bond shall be and the same is hereby
authorized, determined and ordered to be issued in the principal.amount
of'i.S95,000. The Bond shall be issued as a single Bond in fully
registered form, and shall be dated as of the date of issuance and
delivery thereof and shall be executed, shall be in such form, shall be - 1
payable, shall have such prepayment provisions, shall bear interest at
such rates, and shall be subject to such other terms and conditions as
are set forth in the Lender Loan Agreement'and Loan Agreement. The
Bond and the interest thereon do not and shall never constitute an
indebtedness of or a charge against the general credit or taxing power
of the Issuer, but are limited obligations of the Issuer payable solely
from revenues and other amounts derived from the Loan Agreement and the
Project and shall be secured by an assignment of the Loan Agreement and
the revenues derived therefrom. Forms of the Lender Loan Agreement,
the Bond and the Loan Agreement are before this meeting and are by this
reference incorporated in this Bond Resolution, and the City Clerk is
hereby directed to insert them into the minutes of the City Council and
to keep them on file.
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Section 3 Lender Loan Agreement• Sale of the Bond. In order to
provide for the sale of the Bond to the Lender and the conditions with
respect to the delivery thereof, the Mayor and City Clerk shall
execute, acknowledge and deliver in the name and on behalf of the
Issuer, the Lender Loan Agreement in substantially the form submitted
to the City Council, which is hereby approved in all respects. The -
sale of the Bond to the Lender is hereby approved and the Mayor and
City Clerk of the Issuer are hereby authorized and directed to deliver
the Bond to the Lender. Deposit by the Lender to the credit of the .
Issuer of the purchase'price, namely $95,000, in immediately available
funds at the office of the Lender in Iowa City, Iowa shall constitute
payment in full for the Bond pursuant to Section 1.02 of the% Lender
Loan Agreement. The Lender shall be authorized as the Issuer's
depository and agent to immediately deposit such purchase price in the
Project Fund established by Section 1.03 of the Lender Loan Agreement
to effect the making of the loan of the proceeds of sale of the Bond to
the Company pursuant to Section 1.02 of the Lender Loan Agreement.
Section 4. Repayment of Loan. The Loan Agreement requires the
Company in each year to pay amounts as loan payments sufficient to pay
the principal of, redemption premium, if any, and interest on the Bond
when and as due and the payment of such amounts by the Company tothe
Lender pursuant to the Loan Agreement is hereby authorized, approved
and confirmed.
Section 5. Loan Agreement. In order to provide for the loan of
the proceeds of the Bond to acquire, and equip the Project and the
payment by the Company of an amount sufficient to pay the principal of
any premium, if any, and interest on the Bond, the Mayor and City Clerk
shall execute, acknowledge and deliver in the name and on behalf of the
Issuer the Loan Agreement in substantially the form submitted to the
City Council, which is hereby approved in all respects.
Section 6. Miscellaneous. The Mayor and/or the City Clerk are
hereby authorized and directed to execute, attest, seal and deliver
any and all documents and do any and all things deemed necessary to
effect the issuance and sale of the Bond and the execution and delivery
of the Loan Agreement and the Lender Loan Agreement, and to carry out
the intent and purposes of this resolution, including the preamble
hereto.
Section 7. Severability. The provisions of this resolution are
hereby declared to be separable and if any section, phrase or
provisions 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.
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6ELIN, HARRIS, HELMICK & HEARTNEY. LAWYERS, DES MOINES, IOWA
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Section 9. Effective Date. This resolution shall become
effective immediately upon adoption.
Passed and approved this 5th day of January, 1982
Mayor ran i
SELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA
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STATE OF IOWA
COUNTY OF JOHNSON SS:
CITY OF IOWA CITY
.the undersigned, do hereby certify that I am the. duly
appointed, qualified and acting City Clerk of the City of Iowa City, in
Johnson County, State of Iowa, and as such'I have in my possession
have access to ti,
e complete corporate records of said City
and its or
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
the corporate records in relation to the adoption of the resolution
therein set out.
WITNESS my hand and the corporate seal of said City hereto affixed
this 5th day of January, 1982.
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SELIN, HARRIS, HELMICK 8 HEARTNEY, LAWYERS, DES MOINES, IOWA
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CITY OF IOWA CITY, IOWA
FlXIN
HENRY LOUIS, INCORPORATED
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LOAN AGREEMENT
Dated as of January 1, 1982
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The interest of the City of.Iowa City, Iowa in this Loan
Agreement and all amounts receivable hereunder have been
assigned to Iowa State Bank & Trust Company, Iowa City,
Iowa, as Lender.
This instrument was prepared by:
BELIN, HARRIS, HELMICK & HEARTNEY
2000 Financial Center
Des Moines, Iowa 50309
Telephone (515) 293-7100
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TABLE OF CONTENTS
(This Table of Contents is not a part of this Loan Agreement
and is only for convenience of reference.)
ARTICLE I
AMOUNT AND TERMS OF THE LOAN
Section
1.01
The Loan --------------------------------------
2
Section
1.02
Making the Loan-------------------------------
2
Section
1.03
Loan Repayment Installments-------------------
2
Section
1.04
Prepayments-----------------------------------
2
Section
1.05
Time and Place of Payments--------------------
2
Section
1.06
Payment on Non -Business Days------------------
2
Section
1.07
Use of Proceeds-------------------------------
3
Section
1.08
Investment of Proceeds Permitted -----------
4
ARTICLE II
CONDITIONS OF LENDING
Section
2.01
Conditions Precedent to the Loan --------------
5
Section
2.02
Further Conditions Precedent to the Loan------
5
ARTICLE III
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section
3.01
Representations, Covenants and Warranties
of the Company ------------------------------
6
Section
3.02
Representations, Covenants and Warranties
of the Issuer-------------------------------
8
ARTICLE IV
EVENTS OF DEFAULT
Section
4.01
Events of Default-----------------------------
9
ARTICLE V
MISCELLANEOUS
Section
5.01
Amendments, Etc.------------------------------
11
Section
5.02
Notices, Etc.---------------------------------
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------------------ 11
Section 5.03 No Waiver; Remedies------ _ 11
Section 5.04 Accounting Terms-----------------------------__ 11 7
Section 5.05 Indemnity and Expenses-------- ---' 13
Section 5.06 Assignment of Issuer's Rights------- --'--
13
Section 5.07 Special Arbitrage Certifications----------- 13
Section 5.08 Binding Effect; Governing Law--- -'-
Section 5.09 Obligations of the Company Hereunder--_--_-_-- 14
Unconditional--------------------
Section 5.10 Distributions, Compensation and Long Term Debt 14
=---------------------- -- 15
.EXECUTION ------'-'-------
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EXHIBIT A Description of Project and Estimated Project- 4
Costs
EXHIBIT B Form of Requisition
EXHIBIT C Addresses for Notices i
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LOAN AGREEMENT, dated as of January 1,
IOWA CITY, IOWA, a municipal corporation of
"Issuer") and Henry Louis, Incorporated (the
1982, between the CITY OF
the State of Iowa (the
"Company").
PRELIMINARY STATEMENTS
(1) The Issuer is an incorporated municipality authorized and
empowered by the provisions of Chapter 419 of the Code of Iowa, 1981,
as amended (the "Act") to issue revenue bonds for the purpose of
financing the cost of acquiring, by construction or purchase, land,
buildings, improvements and equipment, or any interest therein,
suitable for the use of commercial enterprises which the City Council
of the Issuer as the governing body, finds is consistent with an urban
renewal plan, adopted by the Issuer pursuant to Chapter 403 of the Code
of Iowa.
(2) The Issuer has adopted an Urban Renewal Plan, Project No.
Iowa R-14 (the "Urban Renewal Plan") for the Urban Renewal Area.
designated therein (the "Urban Renewal Area").
(3) The Company desires to borrow the proceeds of such bonds from
the Issuer, pursuant to the Act, in order to acquire, construct and
equip certain leasehold improvements and equipment to be located within
the Urban Renewal Area (the "Project") consistent with and in
furtherance of the Urban Renewal Plan and as more fully described in
Exhibit A hereto suitable for use by the•Company in its commercial'
enterprise.
(4) The Issuer, in order to lend such proceeds to the Company,
(i) has determined that it is necessary and advisable that the Issuer
proceed with the issuance and sale of the hereinafter referred to Bond
as authorized and permitted by the Act to finance all or a portion of
the Project, (ii) has authorized the issuance of an Industrial
Development Revenue Bond, Series 1982 (Henry Louis, Incorporated
Project) in the aggregate principal amount of $95,000 (the "Bond") by
resolution of the City Council of the Issuer adopted on January 5, 1982
(the 'Bond Resolution"), and (iii) has entered into a Lender Loan
Agreement (the "Lender Loan Agreement"), dated as of January 1, 1982,
with the Iowa State Bank B Trust Company, Iowa City, Iowa (the
"Lender"), who will act as agent and fiduciary of the Issuer for all
purposes in connection with this financing.
(5) It is a condition precedent to the purchase of the Bond by
the Lender under the Lender Loan Agreement that -the interest of the
Issuer in this Agreement, except for the right to receive payment and
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indemnification pursuant to Section 5.05 hereof, be assigned and
pledged, respectively, to the Lender pursuant to the Lender Loan
Agreement as security for the payment of all amounts now or hereafter
payable under the Lender Loan Agreement and the Bond.
NOW, THEREFORE, in consideration of the premises, the Company and
the Issuer hereby agree as follows:
ARTICLE I
AMOUNT AND TERMS OF THE LOAN
SECTION 1.01. The Loan. The Issuer agrees,* upon the terms and
conditions hereinafter set forth, to make a loan to the Company on the
date of the delivery of the Bond from the proceeds of the sale of the
Bond to the Lender in the amount of $95,0100 in order to fifiance the
Project (the "Loan").
SECTION 1.02. Making the Loan. On the date of the Loan and upon
fulfillment of the applicable conditions set forth in Article II, the
Issuer will make the Loan available to the Company in immediately
available funds at the offices of the Lender at the address of the
Lender set forth in Exhibit C hereto subject to the provisions of
Sections 1.07 and 1.08 hereof.
SECTION 1.03. Loan Repayment Installments. Until the principal
of and the premium, if any, and interest on the Bond shall have been
fully paid or provision for the payment thereof shall have been made in
accordance with the Lender Loan Agreement and the Bond, the Company
shall pay directly to the Lender, as a repayment installment of the
Loan, a sum equal to the principal (whether at maturity, or upon
redemption or acceleration), premium, if any, and interest due on the
Bond as provided in the Bond and in the Lender Loan Agreement.
Each loan payment installment paid pursuant to this Section shall
at all times be sufficient to pay the total amount of interest and
principal (whether at maturity or upon redemption or acceleration) and
premium, if any, payable on the payment date to which it relates.
SECTION 1.04. Prepayments. The outstanding principal of the Loan
may be prepaid at any time in whole or in part in order to prepay the
outstanding principal of the Bond in whole or in part as permitted or
required by the provisions of the Bond.
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SECTION 1.05. Time and Place o£Payments. The Company shall make
each payment under t is Agreement an the Bond not later than the day
when due in -lawful money of the United States of America to the Lender
at its address referred to in Section 5.02 in immediately available
funds, except as otherwise provided in the Lender Loan Agreement.
SECTION 1.06. Payment on Non—Business Days. Whenever any payment
to be made hereunder or under the Bond sha a stated to be due on a
Saturday, Sunday or a public holiday or the equivalent for banks
generally under the laws of the State of Iowa (any other day being a
"Business Day"), such payment may be made on the next succeeding
Business Day together with interest in respect of such extension.
SECTION 1.07. Use of.Proceeds. All of the proceeds of the Loan
are to be deposited in• the Project Fund created by Section 1.03 of the
Lender Loan Agreement (the "Project Fund") and withdrawals therefrom
may be made by the Lender and disbursed t'o the Company for'the
following purposes and expenses only if such items were incurred
subsequent to April 21, 1981 and for no other purposes or expenses upon
the receipt of a written requisition from an authorized officer of the
Company in the form set out in Exhibit B attached hereto:
(a) Payment to the Company of such amounts, if any, as shall be
necessary to reimburse the Company in full for all advances and
payments made by it, whether prior to or after the delivery of the
Bond, for expenditures in connection with the preparation of plans and
specifications for the Project (including any preliminary utilities and
other facilities necessary or desirable in connection with the
Project), or reimbursement for any of the costs specified in
subsections (b) through (g) hereof paid or advanced by the Company
after the aforementioned date;
(b) Payment of the legal, accounting and other fees and expenses,
and printing and engraving costs incurred in connection with the
authorization, sale and issuance of the Bond, the execution, delivery,
filing and the preparation of all documents in connection therewith;
(c) Payment for labor, services,'materials, and supplies used or
furnished for site improvement in the construction' and acquisition of
the Project, payment for the cost of the acquisition of any part of the
Project and the installation thereof, payment for the cost of the
construction, acquisition and installation of utility services or other
facilities and all real and personal property deemed necessary in
connection with the Project and payment for the miscellaneous expenses
incidental to any of the foregoing items;
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(d) Payment of the fees, if any, for architectural, engineering,
legal, financial and supervisory services with respect to the Project,
and commitment fees and underwriting fees for the financing of the
Project;
(e) To the extent not paid by a contractor for construction or
installation with respect to any part of the Project, payment of the
premiums on all insurance required to be taken out and maintained
during the acquisition and construction of the Project;
(f) Payment of the taxes, assessments and other charges, if any,
that may become payable during the acquisition and construction of the
Project with respect to the Project;
(g) Payment of expenses incurred in seeking to enforce any remedy
against any contractor or subcontractor in respect of any default under
a contract relating to the Project; r
(h) Interest on the Bond or with respect to any other temporary
financing during the construction of the Project;
(i) Payment of any other costs permitted by the Act, which
constitute a part of the costs of the Project in accordance with
generally accepted accounting principles and which will not affect the
exemption from federal income taxes of interest on the Bond.
All monies remaining in the Project Fund after completion of the
acquisition and construction of the Project and the payment in full of
the costs thereof and after payment of all other items provided for in
the preceding subsections (a) to (i) shall be used by the Company to
prepay the Bond in part.
In the event the proceeds of the Loan are not sufficient to pay
the costs of the Project, the Company agrees to complete the Project
and pay the costs thereof. The Issuer does not make any warranty,
either expressed or implied, that the proceeds of the Loan available
for payment of costs of the Project will be sufficient to pay all the
costs which will be incurred in that connection.
SECTION 1.08. Investment of Proceeds Permitted. Any funds held
in the Project Fund may be invested or reinvested by the Lender upon
written request of the Company in (i) obligations issued or guaranteed
by the United States; (ii) obligations issued or guaranteed by any
person controlled or supervised by and acting as an instrumentality of
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the United States pursuant to authority granted by the Congress of the
United States; (iii) obligations issued or guaranteed by any State of
the United States or the District of Columbia, or any political
subdivision of any such state or district; (iv) prime commercial paper;
(v) prime finance company paper; (vi) bankers acceptances drawn on and
accepted by banks organized under the laws of any state or of the
United States; (vii) repurchase agreements (including with the Lender)
fully secured by obligations issued or guaranteed by the United States
or any person controlled or supervised by and acting as an
instrumentality of the United States pursuant to authority granted by
the Congress of the United States; and (viii) certificates of deposit
issued by and savings accounts in banks
(including
organized under the laws of any state orofthe United States.
The investments so purchased shall be held by the Lender and shall
be deemed at all times a part of the Project Fund, and the .interest
accruing thereon and any profit realized therefrom shall be credited to
such fund and shall be separately accounted for. -
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ARTICLE II
i CONDITIONS OF LENDING
SECTION 2.01. Conditions Precedent to the Loan. The obligation
and agreement of the Issuer to make the Loan is subject to the
conditions precedent that the Bond be concurrently sold and paid for
under the Lender Loan Agreement and that the Issuer shall have received
on or before the day of the Loan the following in form and substance
satisfactory to the Issuer:
(a) The Lender Loan Agreement and the documents and showings set
forth therein as a condition precedent to the purchase of the Bond and
the making of the Loan thereunder;
(b) Certified copies of the resolutions of the Board of Directors
of the Company and of all documents evidencing all necessary corporate
action and governmental approvals, if any, with respect to this
Agreement, the Lender Loan Agreement and the other agreements and
documents required by the Lender Loan Agreement;
(c) A certificate of an officer of the Company certifying the
names and true signatures of the officers of the Company authorized to
sign this Agreement and the other documents or agreements to be
delivered by the Company hereunder or pursuant to the Lender Loan
Agreement.
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SECTION 2.02, Further Conditions Precedent to the Loan. The
obligation of the Issuer to ma e t e Loan shal be su 3ect to the
further conditions precedent that on the date of
the following statemthe
ents shall be true and the Issuer shall a have )received a
certificate, signed by a duly authorized officer of the Company, dated
the date of the Loan, stating that:
(a) The representations and warranties contained in Section 3.01 i
Of this Agreement are correct on and as of the date of the Loan as
though made on and as of such date; and
(b) No evnt has occu
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ontinul
the Loan, which -result from
econstitutesrandEventlofcDefaultnbutoforouldthe requirement
that notice be given or time elapse or both,
( and (ii) the Issuer shall have received such other a
or documents as the Issuer may reasonably, request. pprovals, opinions
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ARTICLE III
REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 3.01. Representations, Covenants and Warranties Com an The Company represents and warrants as follows: ` the
(a) The Company is a corporation duly incorporated, validly I!
existing and in good standing under the laws of the jurisdiction in
which it is incorporated and is
standing under the laws of the Statelofefidiowo do business and in good
(b) The execution, delivery and performance by the Company of
this Agreement and other agreements required by the Lender Loan
Agreement are within the Company's corporate
authorized by all necessary corporate action,pdoenot contraveners have been (j)
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Company's charter or bylaws or (ii) law or any contractual restriction
i binding on or affecting the Company, and do not result in or require
the creation of any lien, security interest or other charge or
encumbrance (other than pursuant hereto) upon or with respect to any of
properties;
(c) Except for
the Aproceedings required by Iowa law with respect to
ond, all of which have been taken and completed, no authorization
i or approval or other action by, and no notice to or filing with, any
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governmental authority or regulatory body is required for the due
execution, delivery and performance by the Company of this Agreement
and other documents and agreements required by the Lender Loan
Agreement;
(d) This Agreement is, and the other documents and agreements
required by the Lender Loan Agreement when delivered hereunder or
pursuant thereto will be, legal, valid and binding obligations of the
Company enforceable against the Company in accordance with their
respective terms;
(e) The estimated cost of the Project is as set forth -in Exhibit
A hereto and has been determined in accordance with generally accepted
engineering and accounting principles and all of the proceeds of the
Loan will be used to finance the cost of the Project and no part of the
proceeds of the Loan will be used to finance working capital or
inventory of the Company;
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(f) Acquisition and construction of the Project - commenced after
April 21, 1981, the date upon which the governing body of the Issuer
first took official action with respect to the Project and the issuance
of the Bond; prior to April 21, 1981, neither the Company nor any
related person entered into any binding agreement in connection with
the construction of the Project, no on-site work had been commenced in
connection with the construction of the Project, and no off-site
fabrication of any portion of the Project had been commenced;
(g) There is no litigation or proceeding pending, or to the
knowledge of the Company threatened, against the Company affecting in
any manner whatsoever the right of the Company to execute this
Agreement or the other agreements required to be executed by the
Company under the Lender Loan Agreement, or the ability of the Company
to pay the payments required hereunder or to otherwise comply with its,
obligations contained herein or therein; j
(h) The Company will not take or permit to be taken any action
which would have the effect, directly or indirectly, of subjecting
interest on the Bond to federal income taxation;
(i) The Company intends to operate or cause the Project to be
ioperated as a "project", within the meaning of the Act, and agrees to
operate the Project within the area of and w i.I:L ithe Urban
Renewal Plan, until the date on which the Bond has been fully paid and
is no longer outstanding;
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(e) The estimated cost of the Project is as set forth -in Exhibit
A hereto and has been determined in accordance with generally accepted
engineering and accounting principles and all of the proceeds of the
Loan will be used to finance the cost of the Project and no part of the
proceeds of the Loan will be used to finance working capital or
inventory of the Company;
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(f) Acquisition and construction of the Project - commenced after
April 21, 1981, the date upon which the governing body of the Issuer
first took official action with respect to the Project and the issuance
of the Bond; prior to April 21, 1981, neither the Company nor any
related person entered into any binding agreement in connection with
the construction of the Project, no on-site work had been commenced in
connection with the construction of the Project, and no off-site
fabrication of any portion of the Project had been commenced;
(g) There is no litigation or proceeding pending, or to the
knowledge of the Company threatened, against the Company affecting in
any manner whatsoever the right of the Company to execute this
Agreement or the other agreements required to be executed by the
Company under the Lender Loan Agreement, or the ability of the Company
to pay the payments required hereunder or to otherwise comply with its,
obligations contained herein or therein; j
(h) The Company will not take or permit to be taken any action
which would have the effect, directly or indirectly, of subjecting
interest on the Bond to federal income taxation;
(i) The Company intends to operate or cause the Project to be
ioperated as a "project", within the meaning of the Act, and agrees to
operate the Project within the area of and w i.I:L ithe Urban
Renewal Plan, until the date on which the Bond has been fully paid and
is no longer outstanding;
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(j) No changes shall be made in the Project and no actions will
be taken by the Company which in any way affect the qualification of
the Project as a "project", as defined by the Act, or impair the
exemption of interest on the Bond from federal income taxation;
(k) The Project, as designed, complies with all presently
applicable building and zoning ordinances;
(1) The Company agrees that during the term of the Loan it will
maintain its corporate existence, will remain duly qualified and in
good standing in the State of Iowa, will not dissolve or otherwise
dispose of substantially all of its assets and will not consolidate
with or merge into another corporation or permit one or more other
corporations to consolidate with or merge into it; provided that the
Company may, without violating the agreement contained in this Section,
consolidate with or merge into another corporation, or permit one or
more other corporations to consolidate with or merge into it, or
dispose of all or substantially all of its assets to another
corporation, provided that the acquiring, surviving or resulting
corporation, as the case may be, (i) assumes in writing all of the
obligations of the Company herein and under any other agreements
required by the Lender Loan Agreement, (ii) has a net worth at least
equal to that of the Company immediately prior to such disposition,
reincorporation, acquisition, consolidation or merger, and (iii) is a
corporation organized under the laws of one of the states of the United
States of America and is qualified to do business in the State of Iowa;
(m) The Company will comply in all material respects with all
applicable Paws, rules, ordinances, regulations and orders, such
compliance to include, without limitation, paying before the same
become delinquent all taxes, assessments and governmental charges
imposed upon it or upon its property except to the extent contested in
good faith;
(n) The Company agrees to have an annual audit made by its
regular, independent, certified public accountants and to furnish the
Lender annually within 90 days of the close of the Company's fiscal
year any, and such all, financial statements as the Lender may request,
accompanied by an opinion of said accountants;
(o) The loan of the proceeds of the Bond to the Company will
induce the Company to complete the Project;
(p) The Company as lessee under a Lease Agreement with Old
Capitol Center Partners has an unrestricted right to use the site on
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which the Project is located, subject to the terms of said Lease
Agreement, and warrants and will defend its right to use said site
against the claims of all persons;
(q) The Company agrees that the Issuer shall have no
responsibility nor incur any expense for maintenance or preservation of
the Project or for the payment of any taxes, assessments or other
governmental charges assessed or levied with respect to the Project.
SECTION 3.02. Re resentations, Covenants and Warranties of the
Issuer. Issuer represents an warrants as oilows:
(a) The Issuer is a municipality duly organized and existing
under the constitution and laws of the State of Iowa;
(b) The Issuer covenants that it will not pledge the amounts
derived from this Agreement or the Projedt other than to secure the
Bond.
ARTICLE IV
EVENTS OF DEFAULT
SECTION 4.01. Events of Default. If any of the following events
("Event of Default") sha occur and be continuing:
(a) Any representation or warranty made by the Company (or any of
'its officers) under or in connection with this Agreement shall prove to
have been incorrect in any material respect when made; or
(b) The Company shall fail to pay any installment of principal
of the Loan within ten (10) days after it is due; or ,
(c) The Company shall fail to pay any installment of interest on
the Loan within ten (10) days after it is due; or
(d) The Company shall fail to perform or observe any other term,
covenant, or agreement contained in this Agreement and any such failure
shall remain unremedied for thirty (30) days after written notice
thereof shall have been given to the Company by the Issuer or the
Lender; or
e
any interest oropremium hthereon, fwhen ail tdue a(whether y any bbyoscheduledpany, or
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maturity, required prepayment, acceleration, demand or otherwise) and
such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt, unless
such failure shall be waived in writing or (ii) fail to perform or
observe any term, covenant or condition on its part to be performed or
observed under any agreement or instrument relating to any such Debt,
when required to be performed or observed, and such failure shall
continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such failure to perform or
observe is to permit acceleration of the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment),
prior to the stated maturity thereof; provided, however, that
notwithstanding any other language contained herein to the contrary
that the Company shall not be deemed to be in default, if nonpayment of
any such Debt is the result ofa bona -fide dispute or is being
contested in good faith; as used herein, "the term "Debt" means (1)
indebtedness for borrowed money (excluding the indebtedness evidenced
by the Bond) or for the deferred purchase price of property or services
in respect of which the Company is liable, contingently or otherwise,
as obligor, guarantor or otherwise, or in respect of which the Company
otherwise assures a creditor against loss and (2) obligations under
leases which shall have'been or should be, in accordance with generally
accepted accounting principles, recorded as capital leases in respect
of which obligations the Company is liable, contingently or otherwise,
as obligor, guarantor or otherwise, or in respect of which obligations
the Company otherwise assures a creditor against loss; or
(f) The Company shall (i) apply for or consent to the appointment
of, or the taking of possession by, a receiver, custodian, trustee or
liquidator of itself or of all or a substantial part of its property,
(ii) admit in writing its inability, or be generally unable, to pay its
debts as they become due, (iii) -make a general assignment for the
benefit of its creditors, (iv) commence a voluntary case under the
federal bankruptcy laws (as now or hereafter in effect), (v) be
adjudicated a bankrupt or insolvent, (vi) file a petition seeking to
take advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts, (vii)
acquiesce in writing to, or fail to controvert in a timely or
appropriate manner, any petition filed against the Company in an
involuntary case under such bankruptcy laws, or (viii) take any
corporate action for the purpose of effecting any of the foregoing; or
(g) A case or other proceeding shall be commenced, without the
application or consent of the Company, in any court of competent
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jurisdiction, seeking the liquidation, reorganization, dissolution,
winding up, or composition or readjustment of debts, of the Company,
the appointment of a trustee, receiver, custodian, liquidator or the
like of the Company or of all or any substantial part of its assets, or
any similar action with respect to the Company under any laws relating
to bankruptcy, insolvency, reorganization, winding up or composition or
adjustment of debts, and such case or proceeding shall continue
undismissed, or unstayed and in effect, for a period of 60 days, or an
order for relief against the Company shall be entered in an involuntary
case under the federal bankruptcy laws (as now or hereafter in effect);
or
(h) An Event of Default shall occur and be continuing under the
Lender Loan Agreement or any of the other agreements or instruments
required by the Lender to be executed pursuant to the Lender Loan
Agreement;
then, in any event referred to in (f) and (g) above, the Loan, all
interest thereon and all other amounts payable under this Agreement, j
shall be forthwith due and payable without notice or demand, and in any )
other event referred to above, the Issuer or its agent may, by notice
to the Company, declare the Loan, all interest thereon and all other
amounts payable under this Agreement to be forthwith due and payable,
whereupon the Loan, all such interest and all such amounts shall become
and be forthwith due and payable, without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived
by the Company, provided that the Bond shall be simultaneously
accelerated pursuant to the Lender Loan Agreement.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the
Company herefrom, shall in any event be effective unless the same shall
be in writing and signed by the Issuer and the Company and consented to
by the Lender and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.
Section 5.02. Notices, Etc. All notices and other communications
provided for hereunder s a e in writing (including telegraphic
communiciation) and mailed or telegraphed or delivered to the persons
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and addresses set forth in Exhibit C hereto, or, as to each party, at
such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications
shall, when mailed or telegraphed, be effected when deposited in the
mails or delivered to the telegraph company, respectively, addressed as
aforesaid.
SECTION 5.03. No Waiver; Remedies. No failure on the part of the
Issuer to exercise, and no delay in exercising, any right under this
Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise of any right under this Agreement preclude any other
or further exercise thereof or the exercise of any other right. The
remedies provided in this Agreement are cumulative and not exclusive ofi
any remedies provided by law.
SECTION 5.04. Accountin Terms. All accounting terms not
specifically defined erein shall be construed in accordance with
generally accepted accounting principles consistently applied, except
as otherwise stated herein.
SECTION 5.05. Indemnit and Expenses. (a) The Company will
indemnify and save harm e% t e Issuer and its officers and employees
from and against any and all losses, by it or them while it or they are
acting in good faith to carry out the transactions contemplated by this
Agreement or to safeguard its or their interests or ascertain,
determine or carry out its or their obligations under this Agreement,
the Bond Resolution, the Lender Loan Agreement or any law or contract
applicable to said transaction.
It is the intention of the parties that the Issuer shall not incur
pecuniary liability by reason of the terms of this Agreement, or the
undertakings required of the Issuer hereunder, by reason of the
issuance of -the Bond, the adoption of and delivery of the Bond
Resolution, the performance of any act required of it by this Agreement
or the Lender Loan Agreement, or the performance of any act requested
of it by the Company, including all claims, liabilities or losses
arising in connection with the violation of any statutes or regulations
pertaining to the foregoing; accordingly, if the Issuer (including any
person at any time serving as an officer or employee of the Issuer)
should incur any such pecuniary liability, then in such event the
Company shall indemnify and hold harmless the Issuer (including any
person at' any time serving as an officer or employee of the Issuer)
against all claims by or on behalf of any person, firm or corporation,
arising out of the same, and all costs and expenses incurred in
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connection with any such claim or in connection with any action or
proceeding brought thereon. The Company releases the Issuer (including
any person at any time serving as an officer or employee of the Issuer)
from, agrees that the Issuer (including any person at any time serving
as an officer or employee of the Issuer) shall not be liable for, and
agrees to indemnify and hold the Issuer (including any person at any
time serving as an officer or employee of the issuer) harmless from,
(i) any liability for any loss or damage to property or any injury to,
or death of, any person that may be occasioned by any cause whatsoever
pertaining to the Project, or (ii) any liabilities, losses or damages,
or claims therefor, arising out of the failure, or claimed failure of
the Company to comply with its covenants contained in this Agreement,
including, in each such case, any attorneys' fees. The Company agrees
to indemnify and hold the Issuer (including any person at any time
serving as an officer or employee of the Issuer) harmless to the
fullest extent permitted by law from any losses, costs, charges,
expenses (including attorneys' fees), judgments and liabilities
incurred by it or them, as the case may be, in connection with any
action, suit or proceeding instituted or threatened in connection with
the transaction contemplated by this Agreement. If any such claim is
asserted, the Issuer or any individual indemnified herein, as the case
may be, will give prompt notice to the Company and the Company will
assume the defense thereof, with full power to litigate, compromise or
settle the same in its sole discretion provided, however, that the
Issuer retains the right to employ separate counsel whose fees and
expenses shall be borne by the Company, it being understood that
neither the Lender, the Issuer or its agent nor any indemnified
individual will settle or consent to the settlement of the same without
the written consent of the Company. The obligation of the parties
under this Section shall survive the termination of this Agreement.
(b) The Company will upon demand pay to the Issuer or the Lender,
as the case may be, the amount of any and all reasonable expenses,
including the reasonable fees and expenses of their counsel and of any
experts and agents, which the Issuer or the Lender may incur in
connection with (i) the authorization, issuance and sale of the Bond
(including expenses of counsel in connection with reviewing this
Agreement and other related documents), (ii) the administration of this
Agreement, (iii) the exercise or enforcement of any of the rights of
the Issuer hereunder, (iv) the failure by the Company to perform or
observe any of the provisions hereof, (v) the collection of payments
due under this Agreement, or (vi) any other reasonable expenses of the
Issuer or the Lender related to the Project or this financing which are
not otherwise required to be paid by the Company under the terms of
this Agreement.
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SECTION 5.06. Assignment of Issuer's Rights. As security for the
payment of the Bond, the Issuer MI NNign to the Lender the Issuer's
rights under this Agreement (except the right to receive payments, if
any, under Section 5.05 hereof) and hereby directs the Company to make
such payments directly to the Lender. The Company hereby assents to
such assignment and will make payments under this Agreement directly to
the Lender without defense or set-off by reason of any dispute between
the Company and the Lender.
SECTION 5.07. Special Arbitrage Certifications. The Issuer and
the Company jointly and several covenant that s-0—Tong as the Bond
shall remain unpaid (any provisions in this Agreement to the' contrary
notwithstanding with respect to investment of monies, -whether such
monies were derived from the proceeds of the Bond, or from any other
source) no use will be made or directed to be made of any monies which,
if such use could have been reasonably expected on the date of the
issuance of the Bond, would have caused the Bond to be classified as an
"arbitrage bond" within the meaning of Section 103(c) of the Code and
further jointly and severally covenant 'to comply with requirements of
said Section 103(c) and any Regulations promulgated thereunder, and
shall execute such certificates as may be necessary to evidence such
compliance. To the best knowledge and belief of the Company and the
Issuer, there are no facts, estimates or circumstances that would
materially change the foregoing conclusion.
SECTION 5.08. Binding Effect; Governing Law. This Agreement
shall be binding upon and inure to the benefit of the Company and the
Issuer and their respective successors and assigns, except that the.
Company shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Issuer and the
Lender. This Agreement shall also inure to the benefit of the Lender.
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Iowa.
SECTION 5.09. Obligations of the Company Hereunder Unconditional.
The obligations of the Company to make the payments required in
Sections 1.03 and 5.05 and other Sections hereof and to perform and
observe the other agreements contained herein shall be absolute and .
unconditional and shall not be subject to any defense or any right of
set-off, counterclaim or recoupment arising out of any breach by the
Issuer of any obligation to the Company, whether hereunder or
otherwise, or out of any indebtedness or liability at any time owing
to the Company by the Issuer and until such time as the principal of
and premium, if any, and interest on the Bond shall have been fully
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paid or provision for the payment thereof shall have been made in
accordance with the Lender Loan Agreement, the Company (i) will not
suspend or discontinue any payments provided for in Sections 1.03 or
5.05 hereof, (ii) will perform and observe all other agreements
contained in this Agreement, and (iii) except as provided in Section
1.04 hereof, will not terminate the term of this Agreement for any
cause including, without limitation, failure of the Company to complete
or occupy the Project,. the occurrence of any acts or circumstances that
may constitute failure of consideration, eviction or constructive
eviction, destruction of or damage to the Project, the taking by
eminent domain of title to or temporary use of the Project or any
portion thereof, commercial frustration of purpose, any change in the
tax or other laws of the United States of America or of the State of
Iowa or any political subdivision of either thereof or any failure of
the Issuer to perform and observe any agreement, whether express or
implied, or any duty, liability or obligation arising out of -or
connected with this Agreement, it being the intention of the parties
that the payments required hereunder will be paid in full when due
without any delay or diminution whatsoever. Nothing contained in -this
Section shall be construed to release the Issuer from the performance
of any of the agreements on its part.cont'Ained in this Agreement. In
the event the Issuer should fail to perform any agreement on its part
contained in this Agreement, the Company may institute such action
against the Issuer as the Company may deem necessary to complete
performance so long as such action does not abrogate the obligations of
the Company contained in the first sentence of this Section 5.09:
SECTION 5.10. Distributions, Compensation and Long Term Debt.
The Company covenants that it will not, without the prior written
consent of the Lender (a) declare or pay any dividend or make any
distribution upon its capital stock, or purchase or retire any of its
capital stock, or consolidate, or merge with any other company, or give
any preferential treatment, make any advance, directly or indirectly,
by way of loan, gift, bonus, or otherwise, to any company directly or
indirectly controlling or affiliated with or controlled by the Company,
or any other company, or to any officer, director or employee of the
Company, or of any such company, (b) grant any additional compensation
for officers or directors of the Company above the respective levels of
such compensation in existence on January 1, 1982, or (c) incur any
Long Term Debt (that is, debt maturing more than one year after the
date of incurrence). The granting of such consent will be within the
discretion of the Lender and will be contingent in part upon a
demonstration by the Company to the satisfaction of the Lender that the
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Company has made satisfactory business progress, maintained adequate
working capital and made adequate increases in its net worth and that
the performance of the action requested by the Company will not impair
the ability of the Company to repay the Loan.
IN WITNESS WHEREOF, the parties hereto have caused t s Agreement
to be executed by their respective officers hereunto dul authorized,
as of the date first above written.
HENRY IS, I ORP ED
By
ATTEST:
4
CITY
�O�F� IOWA CITY, IOWA
By—Y�11L� ��Q tQlnele�0
Mayor
ATTEST:
City Clerk n1 ,
(Seal)
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EXHIBIT A
DESCRIPTION OF PROJECT
This Project consists of the acquisition by construction or
purchase of leasehold improvements, furniture, fixtures and equipment
for a camera store to be operated by the Company, located in the Urban
Renewal Area of the Issuer in the Old Capitol Center. Included in the
Project are wall, ceiling and floor improvements, heating, ventilating
and air conditioning systems, plumbing, shelving, telephone system and
electrical improvements.
ESTIMATED PROJECT COSTS
Selzer Construction Co., inc.
$58,706.81
Cedar Rapids Cash Register
2,810.74
Merchandising Systems, inc.
18,474.08
Spurgeon Alarm Systems, Inc.
760.00
Marv's Glass Specialties, Inc.
Godlove Enterprises
2,159.51
50.00
'Kacena Signs
2,884.00
Fidelity Products Co.
205.93
City Electric Supply, Inc.
1,331.09
Hirsch Display Fixtures
93.19
Myron E. Sildon Associates
2,124.25
Plexiforms, Inc.
32.21
Northwestern Bell
247.31
69.95
Mid -State Distributing Co.
191.40
Freeman Locksmith, Inc.
320.00
Union Supply
135.00
Lenoch 6 Cilek
41.00
Fay's Fire Extinguisher
City of Iowa City
2,000.00
479.23
Miscellaneous Costs
Interest During Construction
Bond Issuance Costs
4,000.00
Total Project Costs
Bond Issue
95,000.00
Amount to be paid by Company,
$
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Requisition No
EXHIBIT B
HENRY LOUIS, INCORPORATED REQUISITION
1
January 14, 1982
date
Iowa State Bank & Trust Company
Iowa City, Iowa 52244
Gentlemen:
Pursuant to, and in accordance with, the provisions of Section
1.07 of the Loan Agreement dated as of January 1, 1982 (the
"Agreement") between the City of Iowa City, Iowa (the "Issuer") and
Henry Louis, Incorporated (the "Company") you are hereby requested to
pay to the Company from the Project Fund (the "Project Fund")
established pursuant to Section 1.03 of the Lender Loan Agreement dated
as of January 1, 1982 between the Issuer and Iowa State Bank & Trust
Company (the "Lender") the sum of $95,000 , which amount is to be
used [include name and address in either (a) or (b)]:
(a) to reimburse the Company for payments made to
various Parties listed on Exhibit "A" in the amount of $12;445.83; or
(b) to pay Iowa State Bank & Trust Company, Iowa City Iowa $82,554.17.
Such amount represents payment for [describe goods or services]:
payment for short term bank loans incurred to pay various sums described upon
IT IS HEREBY CERTIFIED THAT:
(a) None of the items for which this payment is being made
has formed the basis for any payment heretofore made from the Project
Fund;
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(b) The obligation with respect to which this payment is
being made has been properly incurred in accordance with the Agreement
after April 21, 1981 and is a proper charge against the Project Fund;
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(c) The Company has no notice of, and is not otherwise aware
of, any mechanics', materialmen's, laborers', suppliers', vendors, or
other liens or rights in respect thereof which should, in accordance
with the Loan Agreement, be satisfied or discharged before this payment
is made; and
(d) This payment does not include any amount which the
Company is entitled to retain pursuant to any contract or agreement
providing for the retention by the Company of a portion of the price
paid thereunder. t
(e) No
Event of Default is coninuing under Agreement.
HEIOUIS, IIX0jt�,O
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Issuer:
Lender:
Company:
V
EXHIBIT C
-ADDRESSES FOR NOTICES
City of Iowa City
Civic Center
401 E. Washington
Iowa City, Iowa 52240
ATTENTION: City Clerk
Iowa State Bank & Trust Company,
Iowa City, Iowa
P. 0. Box 1700
Iowa City, Iowa 52244
ATTENTION: John Roza, Vice
President
Henry Louis, Incorporated
506 East College Street
Iowa City, Iowa 52240
ATTENTION: President
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CITY OF IOWA CITY, IOWA
AND
IOWA STATE BANK & TRUST COMPANY,
IOWA CITY, IOWA
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LENDER LOAN AGREEMENT
Dated as of January 1, 1982
This instrument was prepared by:
BELIN, HARRIS, HELMICK & HEARTNEY
2000 Financial Center
Des Moines, Iowa 50309
Telephone (515) 243-7100
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CITY OF IOWA CITY, IOWA
AND
IOWA STATE BANK & TRUST COMPANY,
IOWA CITY, IOWA
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LENDER LOAN AGREEMENT
Dated as of January 1, 1982
This instrument was prepared by:
BELIN, HARRIS, HELMICK & HEARTNEY
2000 Financial Center
Des Moines, Iowa 50309
Telephone (515) 243-7100
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TABLE OF CONTENTS
(This Table of Contents is not a part of this Lender Loan
Agreement and is only for convenience of reference.)
ARTICLE I
ARTICLE II
CONDITIONS OF LENDING
Section 2.01 Conditions Precedent to the Loan and the
Purchase of the Bond------------------------ 3
Section 2.02 Further Conditions Precedent to the Loan and
the Purchase of the Bond-------------------- 4
Section 2:03 . Agency Relationship--------------------------- 4
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties of the Issuer-- 5
Section 3.02 Representations of the Lender----------------- 5
ARTICLE IV
COVENANTS OF THE ISSUER
Section 4.01 Affirmative Covenants------------------------- 6
Section 4.02 Negative Covenants---------------------------- 6
Section 4.03 No Recourse Against Issuer-------------------- 6
ARTICLE V
EVENTS OF DEFAULT
Section 5.01 Events of Default -----------
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AMOUNT AND TERMS OF THE LOAN
Section
1.01
The Loan--------------------------------------
1
Section
1.02
Making the Loan--=----------------------------
2
Section
1.03
Project Fund; Use of Proceeds; Agency;
Standard of Care----------------------------
2
Section
1.04
Interest and Repayment; Prepayment------------
2
Section
1.05
Payments and Computations---------------------
3
Section
1.06
Payment on Non -Business Days------------------
3,
Section
1.07
Special Obligation----------------------------
3
ARTICLE II
CONDITIONS OF LENDING
Section 2.01 Conditions Precedent to the Loan and the
Purchase of the Bond------------------------ 3
Section 2.02 Further Conditions Precedent to the Loan and
the Purchase of the Bond-------------------- 4
Section 2:03 . Agency Relationship--------------------------- 4
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties of the Issuer-- 5
Section 3.02 Representations of the Lender----------------- 5
ARTICLE IV
COVENANTS OF THE ISSUER
Section 4.01 Affirmative Covenants------------------------- 6
Section 4.02 Negative Covenants---------------------------- 6
Section 4.03 No Recourse Against Issuer-------------------- 6
ARTICLE V
EVENTS OF DEFAULT
Section 5.01 Events of Default -----------
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ARTICLE VI
8
MISCELLANEOUS
Section
6.01
Amendments, Etc .------------------------------
Section
6.02
Notices and Communications--------------------
Section
6.03
No Waiver; Remedies ---------------------------
Section
6.04
Accounting Terms ------------------------------
Section
6.05
Binding Effect; Governing Law-----------------
Section
6.06
Satisfaction and Discharge--------------------
Section
6.07
Reliance; No Financial Liability--------------
Section
6.08
Assignment; Acceptance ------------------------
EXECUTION----------------------------------------------
EXHIBIT
A
Industrial Development Revenue Bond Form
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LENDER LOAN AGREEMENT, dated as of January 1, 1982, between the
City of Iowa City, IOWA, a municipal corporation of the State of Iowa
(the "Issuer"), and the Iowa State Bank & Trust Company, Iowa City,
Iowa (the "Lender").
PRELIMINARY STATEMENTS
(1) The Issuer is an incorporated municipality authorized and
empowered by the provisions of Chapter 419 of the Code of Iowa, 1981,
as amended (the "Act") to issue revenue bonds for the purpose of
financing the cost of acquiring, by construction or purchase, land,
buildings, improvements and equipment, or any interest therein,
suitable for the use of commercial enterprises which the City Council
of the Issuer as the governing body, finds is consistent with an urban
renewal plan, adopted by the Issuer pursuant to Chapter 403 of the Code,
of Iowa.
(2) The Issuer desires to borrow money by issuing and selling to
the Lender an Industrial Development Revenue Bond, Series 1982 in the
principal amount of $95,000 (the "Bond") pursuant to Chapter 419 of the
Code of Iowa, 1981, as amended (the "Act") in order to lend the
proceeds of sale of the Bond to Henry Louis, Incorporated (the
"Company") pursuant to a Loan Agreement (the "Agreement") between the
Issuer and the Company, dated as of the date hereof, to finance the
costs of acquiring and constructing certain leasehold improvements and
equipment (the "Project") suitable for use by the Company in its
commercial enterprise, to be located within the Issuer, which Project
the Issuer finds is consistent with its Urban Renewal Plan Project No.
Iowa R-14, adopted by the City Council of the Issuer pursuant to
Chapter 403 of"the Code of Iowa. The Project, is more completely
described in Exhibit A to the Agreement.
(3) The Lender is prepared to lend such money and accept delivery
of the Bond as evidence of such loan upon the terms and conditions
herein.
(4) To facilitate the making. of the Loan, as hereinafter defined,
the Lender and the Issuer are entering into ad agency relationship
whereby the Lender agrees to act as agent and fiduciary for the Issuer
for all purposes in connection with this financing.
NOW, THEREFORE, in consideration of the premises, the Issuer and
the Lender hereby agree as follows:
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ARTICLE I
AMOUNT AND TERMS OF THE LOAN ,
SECTION 1.01. The Loan. In order to provide for the sale of the
Bond by the Issuer and the purchase of the Bond by the Lender, the
Lender agrees, on the terms and conditions hereinafter set forth, to
purchase the Bond and thereby make a loan (the "Loan") to the Issuer in
the amount of 595,000.
SECTION 1.02. t4aking the Loan. Not later than 11:00 A.M. (Iowa
time) on the date of the Loan and upon fulfillment of the applicable
conditions set forth in Article II, the Lender will purchase the Bond
and make the Loan available to the Issuer in immediately available
funds as provided in Section 1.03 hereof at the Lender's address as set
forth in Exhibit C to the Agreement.
SECTION 1.03. Project Fund; Use of Proceeds; Agency; Standard of
Care. The Lender on behalf of the Issuer shall establish a separate
non -trusteed commercial bank account at the Lender to be designated
"Iowa City, Iowa, Industrial Development Revenue Bond (Henry Louis,
Incorporated Project) Project Fund" (the "Project Fund") and the Issuer
hereby appoints the Lender as its agent and depository. The Lender
shall deposit all of the proceeds of the Loan into the Project Fund.
Moneys in the Project Fund shall be disbursed by the Lender to the
Company only in accordance with the provisions of Section 1.07 of 'the
Agreement and shall be invested and reinvested by the Lender in
accordance with the provisions of Section 1.08 of the Agreement.
The Lender, as the Issuer's agent and depository, shall keep and
maintain adequate records pertaining to the Project Fund and all
disbursements therefrom (investment earnings shall be separately
accounted for) and after the Project has been completed, the Lender
shall, upon written request by the Company orrthhelIssuerssuer deliver a
summary of its disbursements to the Company r
So long as any amounts remain in the Project Fund, the assignment
by the Lender of its rights, duties and obligations under this Lender
Loan Agreement and the transfer of .the Bond shall be subject to the
prior approval of the governing body of the Issuer.
The Lender hereby accepts its responsibilities hereunder and i
�I agrees to perform its duties and obligations set forth herein. The t'
Lender agrees to discharge its duties and obligations hereunder and
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under the Agreement in accordance with a standard of care and skill in
their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
SECTION 1.04. Interest and Re a Ment; Prepayment. The aggregate
unpaid principal amount o the Loan shall e repaid with interest
thereon in accordance with the Bond attached as Exhibit A hereto,
evidencing the indebtedness resulting from the Loan and delivered to
the Lender pursuant to Article II hereof. The Bond may and must be
prepaid in accordance with, and only as allowed by, the provisions of
the Bond.
SECTION 1.05. Payments and Computations. Each payment under the
Bond, the Loan Agreement or this Lender Loan Agreement shall be made
not later than the day when due in lawful money of the United States of
America to the Lender at its address as set forth in Exhibit C to the
Agreement, in immediately available funds. As long as the Bond, as
initially issued and delivered under this Lender Loan Agreement, is
held by the Lender or assigns, loan repayment installments made in
compliance with Section 1.03 of the Agreement and this Lender Loan
Agreement shall constitute a like payment on the Bond.
SECTION 1.06. Payment on Non -Business Days. Whenever any payment
to be made hereunder or under the Bond shall be stated to be due on a
Saturday, Sunday or a public holiday or the equivalent for banks
generally under the laws of the State of Iowa, (any other day being a.
"Business Day"), such payment may be made on the next succeeding
Business Day together with interest in respect of such extension.
SECTION 1.07. Special Obligation. The Bond, together with the
interest thereon, and all other amounts payable pursuant to this Lender
Loan Agreement, are not general obligations of the Issuer or an
indebtedness of the Issuer within any constitutional or statutory
limitations, but are limited obligations payable solely from revenues
of the Issuer derived and to be derived pursuant to the Agreement. The
Bond and all other amounts payable by the Issuer pursuant to or by
reason of this Lender Loan Agreement do not and shall not constitute an
indebtedness of the Issuer within the meaning of any State of Iowa
constitutional or statutory provision and do not and shall not
constitute or give rise to a pecuniary liability of the Issuer or a
charge against its general credit or taxing powers.
ARTICLE II
CONDITIONS OF LENDING
SECTION 2.01. Conditions
of the Bond. The obligation o
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to the conditions precedent (i) that a loan be made by the Issuer to
the Company concurrently under the Agreement and that the conditions
precedent to such loan under the Agreement shall have been made and
(ii) that the Lender shall have received on or before the day of the
Loan the following, in form and substance satisfactory to the Lender: "
(a) The Bond dated as of the date of the Loan duly executed by
the Issuer;
(b) The Loan Agreement duly executed by the Issuer and the
Company (the Issuer and the Company are hereafter referred to jointly
i
as the "Loan Parties" and individually as a "Loan Party");
(c) A Security Agreement dated as of even date herewith from the
i Company to the Lender (the "Security Agreement") granting a security
interest in certain Collateral as described therein (this Lender Loan
Agreement, the Agreement and the Security Agreement are hereinafter
referred to collectively as the "Loan Documents" and individually as a
"Loan Document");
(d) A favorable opinion of Messrs. Belin, Harris, Helmick &
Heartney, Des Moines, Iowa, Bond Counsel, relating to the legality of
the Bond, the exemption from Federal income tax of interest on the Bond
and such other matters as the Lender may reasonably request;
(e) Such other certificates, opinions,.documents and instruments
in form and substance satisfactory to the Lender which the Lender may
request.
SECTION 2.02. .Further Conditions Precedent to the Loan and the
Purchase of the Bond. The obligation of the Lender to make the Loan
shall be subject to the further conditions precedent that on the date
of the Loan (a) the following statements shall be true and the Lender j
shall have received (i) a certificate signed by a duly authorized
officer or official of each Loan Party (as to each Loan Document to
which it is a party), dated the date of the Loan, stating that the
representations and warranties contained in Section 3.01 of this Lender
Loan Agreement and in Section 3.01 of the Agreement are correct on and
as of the date of the Loan as though made on and as of such date, and
i (ii) a certificate signed by a duly authorized officer of the Company,
dated the date of the Loan, stating that no event has occurred and is
continuing, or would result from the Loan, which constitutes an Event
of Default or would constitute such an Event of Default but for the
requirement that notice be given or time elapse or both; and (b) the
L I Lender shall have received such other approvals, opinions, payments or
documents as the Lender may reasonably request.
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SECTION 2.03. Agency Relationship. The obligations of the Issuer
to issue the Bond and the obligation of the Lender to make the Loan is
conditioned upon the creation of an agency relationship between the
Issuer and the Lender pursuant to which the Lender agrees to act as
agent and fiduciary of the Issuer for all purposes in connection with
this financing. The execution of this Lender Loan Agreement by the
Issuer and the Lender shall be deemed acceptance of the terms and
conditions of said agency relationship by both parties.
As agent and fiduciary of the issuer, the Lender agrees to
undertake all acts its deems necessary or which the Issuer may
reasonably request to insure the Company performs its obligations and
responsibilities in connection with this financing, including but not
limited to all of the Company's obligations and responsibilities under
the Agreement.
ARTICLE III
i
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Representations and Warranties of the Issuer. The
Issuer represents and warrants as ollows:
i
(a) The Issuer is a municipal corporation of the State of Iowa;
(b) There is no litigation pending or, to the knowledge of the
issuer or its counsel, threatened, in any court, either State or
Federal, calling into question the creation, organization or existence
of the Issuer, the validity of this Lender Loan Agreement, the Bond or
the Agreement or the authority of the Issuer to finance the Project, to
make or perform this Lender Loan Agreement or the Agreement, or to `
issue the Bond.
SECTION 3.02. Representations of Lender. The Lender represents
it is acquiring the on or its own account for the purpose of
investment and not for resale or distribution thereof and has no
present intention of selling, negotiating or otherwise disposing of the
same.
The Lender hereby acknowledges that the principal of, premium, if
any, and interest on the Bond and any other amounts (the "Other
Amounts") due and owing to the Lender as holder of the Bond, as
assignee of the Agreement and as secured party under the Security
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Agreement (as defined in the Agreement) are payable solely from
revenues derived from the Project, including the debt obligation of the
Company under the Agreement and are not general obligations of the
Issuer or indebtedness of the Issuer within any constitutional or
statutory limitation and do not constitute nor give rise to a pecuniary
liability of the Issuer or a charge against its general credit or
taxing powers.
ARTICLE IV
COVENANTS OF THE ISSUER
SECTION 4.01. Affirmative Covenants. So long as the Bond shall
remain unpaid, the Issuer will, un ess t e Lender shall otherwise
consent in writing:
(a) Take all action and do all things which it is authorized by
law to take and do in order to perform and observe all covenants and
agreements on its part to be performed and observed under the Loan
Documents; provided, however, that upon the valid assignment of the
Agreement, pursuant to Section 6.08 hereof and Section 5.06 of the
Agreement, the Issuer shall not be obligated to take any action to
enforce the Agreement against the Company;
(b) Execute, acknowledge where appropriate, and deliver from time
to time promptly at the request of the Lender all such instruments and
documents as in the opinion of the Lender are necessary or desirable to
carry out the intent and purpose of any of the Loan Documents.
The Issuer shall be under no obligation to take any action or
execute, prepare or deliver any instrument or document under this
Section 4.01 until it shall have received assurances satisfactory to it
that the Company shall pay or reimburse it for its reasonable expenses
incurred or to be incurred in connection with the taking of such action
(including reasonable attorneys' fees) and shall be indemnified against
any possible liability arising out of the taking of such action.
SECTION 4.02. Negative Covenants. So long as the Bond shall
remain unpaid, the Issuer will not:
(a) Take any action which, directly or indirectly, adversely
affects its existence or status as a municipal corporation of the State
of Iowa;
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(b) Take any action impairing any authority, right or benefit
given or conferred by any resolution adopted by the City Council of the
Issuer authorizing execution of the Memorandum of Agreement,
preliminary to or in connection with the issuance of the Bond, or
approval and execution of this Lender Loan Agreement, the Agreement,
the Bond or any other document necessary in connection therewith;
(c) Take any action which would cause the Bond to be an
"arbitrage bond" within the meaning of Section 103(c) of the Internal
Revenue Code.
SECTION 4.03. No Recourse Against Issuer. No recourse under or
upon any obligation, covenant or agreement contained in this -Lender
Loan Agreement or in the Bond hereby secured or under any judgement
obtained against the Issuer or by the enforcement of any assessment or
by any legal or equitable proceeding by virtue of any constitution or
statute or otherwise or under any circumstances under or independent of
this Lender Loan Agreement shall be had against the Issuer.
ARTICLE V
EVENTS OF DEFAULT
SECTION 5.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:
(a) Any representation or warranty made by any Loan Party (or any
of its officers) under or in connection with any Loan Document shall
prove to have been incorrect in any material respect when made; or
(b) Any installment of principal on the Bond shall not be paid
within 10 days after it is due; or
(c) Any installment of interest on the Bond shall not be paid
within 10 days after it is due; or
(d) Any Loan Party shall fail to perform or observe any other
term, covenant or agreement contained in any Loan Document on its part
to be performed or observed and any such failure shall remain
unremedied for thirty (30) days after written notice thereof shall have
been given to such Loan Party by the Lender; or
(e) 'An Event of Default shall occur and be continuing under any
Loan Document;
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then, in any event referred to in subparagraphs (f) and (g) of Section
4.01 of the Agreement, the Bond, all interest thereon and all other
amounts payable under this Agreement shall be forthwith due and payable
without notice or demand, and in any other event referred to above, the
Lender may, by notice to the Issuer and the Company, declare the Bond,
all interest thereon and all other amounts payable under this Agreement
to be forthwith due and payable, whereupon the Bond, all such interest
and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Issuer.
All moneys received pursuant to any right given or action taken
under the provisions of this Section or under the provisions of Article
IV of the Agreement and all moneys in the Project Fund at the time of
the occurrence of an Event of Default shall be applied first to the
Payment of any amounts due the Issuer under Section 5.05 of the
Agreement, secondly to the payment of the costs and expenses of the
Lender incurred in the collection of such moneys, thirdly to reimburse
to Lender for any amounts advanced by the Lender under the Security
Agreement, and fourthly to the payment of the outstanding principal and
interest accrued on the Bond.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Amendments, Etc. No amendment or waiver of any
provision of this Lender Loan Agreement or the Bond, including any .
change, amendment, waiver, or consent, to or under this Lender Loan
Agreement or the Bond, nor consent to any departure by the Issuer
therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Lender and the 'Issuer and consented to by the
Company and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. This
provision is intended expressly for the benefit of the Company.
SECTION 6.02. Notices and Communications. All notices and other
communications provi ed or hereon er sha a in writing (including
telegraphic communication) and mailed or telegraphed or delivered to
the addresses and persons set forth in Exhibit B hereto, or, as to each
party, at such other address as shall be designated by such party in a
written notice*to the other party. All such notices and communications
shall, when mailed or telegraphed, be effected when deposited in the
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mails or delivered to the telegraph company, respectively, addressed as
aforesaid. A copy of each notice given hereunder shall be sent to the
Company, provided that no failure to send such a notice to the Company
shall have any effect whatsoever with respect to the rights and duties
in connection with which such notice was sent and such notice shall be
fully effective regardless of such failure.
SECTION 6.03. No Waiver; Remedies. No failure on the part of the
Lender to exercise, and no delay in exercising, any right under any
Loan Document shall operate as a waiver thereof; nor shall any single
or partial exercise of any right under any Loan Document preclude any
other or further exercise thereof or the exercise of any other right.
The remedies provided in the Loan Documents are cumulative and not
exclusive of any remedies provided by law.
SECTION 6.04. Accounting Terms. All accounting terms not
specifically defined herein shall be All
in accordance with
generally accepted accounting principles consistently applied, except as
otherwise stated herein.
SECTION 6.05. Binding Effect; Governing Law. This Lender Loan
Agreement shall be binding upon and inure to the benefit of 'the Issuer
and the Lender and their respective successors and assigns. This
Lender Loan Agreement and the Bond shall be governed by, and construed
in accordance with, the laws of the State of Iowa.
SECTION 6.06. Satisfaction and Discharge. When all amounts now
or hereafter payable under this Lender Loan Agreement and the Bond,
whether for principal, interest or fees, expenses or otherwise, have
been paid in full, the Lender shall cancel the Bond and return it to
the Issuer, and deliver a copy of the cancelled Bond to the Company.
SECTION 6.07. Reliance; No Financial Liability. Anything in this
Lender Loan Agreement to the contrary notwithstanding, it is expressly
understood and agreed by the parties hereto that (i) the Issuer may
rely conclusively on the truth and accuracy of any certificate,
opinion, notice or other instrument furnished to it by the Lender or
the Company as to the existence of any fact or the state of affairs
required hereunder to be noticed by the Issuer; (ii) the Issuer shall
not be under any obligation hereunder to perform any record keeping or
to provide any legal services, it being. understood that such services
shall be performed either by the Lender or the Company; (iii) none of
the provisions of this Agreement shall require the Issuer to expend or
risk its own funds or otherwise incur financial liability in the
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performance of any of its duties or in the exercise of any of its
rights or powers hereunder, unless it shall first have been adequately
indemnified to its satisfaction against the cost, expenses and
liability which may be incurred thereby.
SECTION 6.08. Assignc
ment; Acceptane. The Issuer hereby assigns •
and grants a security interest in all of its right, title, interest and
remedies in the Agreement (except the right to receive payments, if
any, under Section 5.05 thereof) to the Lender for the purpose -of
securing the Bond and the payments to be made thereunder. The Issuer
agrees that the Lender, as agent of the Issuer, may enforce all of the
Issuer's rights in the Agreement (except the right to receive payments,
if any, under Section 5.05 thereof). The Issuer hereby covenants and
agrees with the Lender to execute, deliver and record such documents as
the Lender deems necessary or desirable to perfect the Lender's
security interest in the interest of Issuer in the Agreement assigned
hereby.
IN WITNESS WHEREOF, the parties hereto have caused this LAnder
Loan Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
CITY O11F,, --IOWA CCITY, IOWA
By l �R 111'I M 1 I AOA
Mayor
Attest: JJ
%1/md'd,.> Woaa� Bn�I.�u%
City Clerk ^V V—
(Seal)
IOWA TAT & TRUST COMPANY,
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EXHIBIT A
UNITED STATES OF AMERICA
STATE OF IOWA
COUNTY OF JOHNSON
CITY OF IOWA T
INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 1982
(Henry Louis, Incorporated Project)
$95,000
FOR VALUE RECEIVED the
i(the "Issuer"), HEREBY PROMISES aTOSPAY, but hsolely frome CITY OFOWA theCITYsource0and
as hereinafter provided, to the order of IOWA STATE BANK & TRUST
COMPANY, IOWAICITY, IOWA, together with its successors and assigns (the
"Lender") the principal sum of Ninety -Five Thousand Dollars ($951000)
as hereinafter provided, together with interest on the principal sum
remaining from time to• time unpaid as hereinafterpmoney of the United
rovided, both
principal and interest being payable in lawful
States of America to the Lender at its principal place of business in
Iowa City, Iowa, in immediately available funds. '
Interest on this Bond shall be payable on February , 1982, and ,
on the -day of each month thereafter until the total principal,
if any, been paid in fll. Th
annumuof interestawhichtthistBond haveshall bear fromu
utime toe
etimeeshper
all be
determined as follows: i
A. From the date hereof, the outstanding principal of this Bond
shall bear interest at the rate determined in accordance with the
Interest Rate Formula (as hereinafter defined) until the next
succeeding Anniversary Interest Payment Date
as hereinafter defined).
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B. From the date of each Anniversary Interest Payment Date, the
aggregate principal amount of this Bond outstanding on such Anniversary
Interest Payment Date shall bear interest from such Anniversary
Interest Payment Date at the rate determined in accordance with the
Interest Rate Formula (as hereinafter defined) on such Anniversary
Interest Payment Date until the next succeeding Anniversary Interest
Payment Date except as the provisions hereinafter set forth with
i respect to prepayment prior to maturity may become applicable hereto.
i C. As used herein, the term "Interest Rate Formula" shall mean
Base Rate x .70 = Interest Rate; the term "Base Rate" shall mean the
rate of interest charged by the Lender on such Anniversary Interest
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Payment Date on 90 -day unsecured commercial loans to its prime
commercial borrowers; and the term "Anniversary Interest Payment Date"
shall mean the calendar date of this Bond in each of the years 1983
through 1991, inclusive.
Except as the provisions hereinafter set forth with respect to
prepayment prior to maturity may be applicable hereto, the principal of
this Bond shall be payable in 120 installments commencing February
1982, and continuing on the day of each month thereafter to and
including January _, 1992 in the amounts set forth in the Amortization
Schedule attached hereto.
This Bond is issued pursuant to Chapter 419 of the Code of Iowa,
1981, as amended (the "Act") for the purpose of funding a loan by the
Issuer to Henry Louis, Incorporated (the "Company"), an Iowa
corporation, such loan made pursuant to a Loan Agreement dated as of
January 1, 1982 (the "Agreement") between the Issuer and the Company
for the purpose of financing the costs of the acquisition by
construction or purchase of certain leasehold improvements and
equipment (the "Project") suitable for use by the Company in its
commercial enterprise, located within the corporate boundaries of the
Issuer and within the'Urban Renewal Area designated in the Issuer's
Urban Renewal Plan Project No. Iowa R-14. ;
This Bond is transferable by the Lender only to a bank, savings
and loan association or other institutional investor who shall deliver
to the Issuer in writing notice of such purchase and its agreement to [
accept and faithfully perform the duties and obligations of the Lender
under the Lender Loan Agreement in accordance with standard of care i
contained in Section 6.08 thereof. Such transfer and assignment is i)
subject to the prior written approval of the Issuer and the Company.
Notwithstanding the foregoing, the Lender may participate any interest
in this Bond to any bank, savings and loan association or other
institutional lender without the consent of the Issuer or the Company
so long as the Lender remains fully responsible to discharge its
obligations and duties under the Lender Loan Agreement.
The outstanding principal of this Bond is subject to mandatory j
prepayment in whole in the event that: (a) the Agreement shall have
become void or unenforceable; (b) interest on this Bond shall become
subject to federal income taxation as a result of any event [other than
an Event of Taxability, as herein defined, resulting in a Determination
of Taxability, as herein defined and other than as a result of the
holder of the Bond being a "related person" or 11substantial user" as
such terms are defined in Section 103(b)(9) of the Internal Revenue
Code of 1954, as amended (the "Internal Revenue Code")), including any
change in the Constitution or laws of the United States or the State of
,L Iowa; or (c) the occurrence of a Determination of Taxability. As used
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herein, "Determination of Taxability" means any determination, decision
or decree made by the Commissioner of Internal Revenue or any District
Director of the Internal Revenue Service, or by any court of competent
jurisdiction, which holds in effect that the interest payable on this
Bond is includable in the gross income for federal income tax purposes
of a holder thereof by virtue of the occurrence of an Event of
Taxability, as herein defined, if and so long as such determination,
decision or decree is not being appealed or otherwise contested in good
faith by the Company. As used herein, an "Event of Taxability" means
the occurrence of any event by virtue of (i) the taking of any action
of the Company or any other "principal user" of the Project, or (ii)
the Company's or such principal user's failure to take any necessary
action which results in the interest payable on this Bond becoming
includable in the gross income of a holder thereof pursuant to Section
103(b) of the Internal Revenue Code and the rules and regulations
promulgated or proposed thereunder (other than a holder who is a
"substantial user" or "related person" as such terms are defined in the
Internal Revenue Code).
In the event principal of this Bond is to be prepaid as a result
of an event described in (a) or (b) above, such principal shall be
subject to prepayment within 60 days of such event at a price of 1009
of the outstanding principal amount thereof prepaid plus accrued
iinterest to the date of prepayment.
If called for prepayment due to the event specified in (c) above,
this Bond shall be subject to prepayment by the Issuer in whole within
120 days of such event, at a prepayment price of 1009 of the principal
amount thereof plus accrued interest to the prepayment date. In
addition, for any period commencing with the Event of Taxability, and
ending on the prepayment date, each holder of this Bond during such
period shall receive a premium equal to the interest payable on this
Bond for that portion of such period that such holder was the holder of
i this Bond. Such premium shall be the total compensation due the Iss
and the holders of this Bond as a result of uer
the Determination of
Taxability and of an Event of Taxability, if any, and for breach of the
covenants contained in Section 3.01(h) of the Agreement and in
satisfaction of the Company's obligations under Section 1.03 of the
Agreement.
The principal Of' this Bond is also subject to mandatory prepayment
in part in inverse order of maturity at a prepayment price of 1009 of
the principal amount hereof prepaid plus accrued interest to the date
of prepayment as provided in Section 14 of the Security'Agreement
referred to in the Lender Loan Agreement (the "Security Agreement").
The principal of this Bond is also subject to prepayment at any
time at the option of the Company in whole or, if in part, in inverse
order of maturity at a prepayment price of 1009 of the principal amount
prepaid plus accrued interest to the date of prepayment.
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Any prepayment of principal of this Bond in part shall not reduce
the amount of the installment payments due hereunder.
This Bond is the Bond referred to in, and is entitled to the
benefits of, the Lender Loan Agreement dated as of January 1, 1982
(the "Lender Loan Agreement"), between the Issuer and the Lender. The
Lender Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events.
This Bond constitutes a limited obligation of the Issuer, and the
principal of and interest on this Bond, and all other amounts payable
pursuant to the Lender Loan Agreement and this Bond, are payable solely
from revenues of the Issuer derived and to be derived from the Project
and pursuant to the Agreement. All payments made as provided above
ishall, to the extent of the sum or sums so paid, satisfy and discharge
the liability of the Issuer upon this Bond or under the Lender Loan
Agreement, as the case may be. THIS BOND DOES NOT NOW AND SHALL NEVER
CONSTITUTE AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY
STATE OF IOWA CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION, AND
SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE
ISSUER OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWER.
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j This Bond is issued with the intent that the laws of the State of
Iowa will govern its construction. i
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts,
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conditions and things required to exist, happen and be performed
precedent to the issuance of this Bond do exist, have happened and
have been performed in due time, form and manner as required by law;
and the issuance of this Bond, together with all other• obligations.of
i the Issuer, does not exceed or violate any constitutional or statutory
limitation.
IN WITNESS WHEREOF the City of Iowa City, Iowa, has caused this
Bond to be executed in its name by its Mayor and attested by its City
Clerk, and its corporate seal to be hereunto impressed, all as of the
5th day of January, 1982.
CITY OF IOWA C/�ITY, IOWA
BY "UI�11
Mayor
Attest:
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(Seal)
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This Bond has not been registered under the Securities Act of
1933, Iowa Uniform Securities Act or the securities laws of any other
, sold or transferred only if registered
jurisdiction and may be offered
pursuant to the provisions of the Iowa Uniform Securities Act or in any
other jurisdiction in which registration may be required, unless an
exemption from registration is available.
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EXHIBIT B
ADDRESSES FOR NOTICES
Issuer: City Of Iowa City
Civic Center.
401 E. Washington
Iowa City, Iowa 52240
ATTENTION: City Clerk
Lender: Iowa State Bank & Trust Company,
Iowa City, Iowa
P. 0. Box 1700
Iowa City, Iowa 52244
ATTENTION: John Koza, Vice
President
Henry Louis, Incorporated
506 East College Street
Iowa City, Iowa 52240
ATTENTION: President
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