HomeMy WebLinkAbout2000-06-29 Resolution Prepared by Marian K. Karr, City Clerk, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5041
RESOLUTION NO. 00-230
RESOLUTION TO ISSUE CIGARE'R'E PERMITS
WHEREAS, the following firms and persons have made application and paid the mulct tax
required by law for the sale of cigarettes, therefore
BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that the applications be
granted and the City Clerk is hereby directed to issue a permit to the following named persons
and firms to sell cigarettes:
Tobacco Bowl - 111S. Dubuque Street
Glass Lodge Pipe Emporium - 13 S. Linn Street
Passed and approved this 29th day of Jun ,20 00
Approved by
City Attorneys Office
It was moved by 0' Donnel 1 and seconded by Pfab the Resolution be
adopted, and upon roll call there were:
AYES: NAYS: ABSENT:
x Champion
X Kanner
X Lehman
X O'Donnell
× Pfab
X Vanderhoef
× Wilburn
cler~Ves~cigperm.doc
6/29/00
Prepared by: Kadn Franklin, POD, 410 E. Washington St., Iowa City, [A 52240 (319) 356-5232
RESOLUTION NO. 00-231
RESOLUTION APPROVING THE PENINSULA NEIGHBORHOOD
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF IOWA CITY AND
'TERRY L. STAMPER HOLDINGS, L.L.C.
WHEREAS, the City of Iowa City owns a large parcel of land known as the Peninsula; and
WHEREAS, approximately 82 acres of this land has been deemed an appropriate site for a
residential development project; and
WHEREAS, the City has undertaken a lengthy planning process to envision with the community
the most appropriate type of development for this land; and
WHEREAS, the City Council has adopted the Peninsula plan and has rezoned 82.1 acres to
enable implementation of this plan; and
WHEREAS, after requesting proposals and interviewing prospective developers, the City Council
has selected Terry L. Stamper Holdings, L.L.C. as the preferred developer; and
WHEREAS, an agreement has been drafted setting forth the dghts and responsibilities of the City
and Terry L. Stamper Holdings, L.LC. for the development of this 82.1 acre tract addressing such
issues as zoning, platting, phasing of development, responsibilities for infrastructure,
environmental considerations, affordable housing, payment for the land, procedures and
schedules for performance.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA
CITY, IOWA, THAT:
1. The Mayor is authorized to sign and the City Clerk to attest the Peninsula Neighborhood
Agreement between the City and Terry L. Stamper Holdings, L.L.C.
2. The City Clerk is hereby directed to record said agreement upon passage of this resolution.
Passed and approved this 29th day of June ,20 00
r~e',d by
orne _
ppddir/res/peninsula.doc
Resolution No. 00-231
Page 2
It was moved by Vanderhoef and seconded by ~/i ] burn the Resolution be
adopted, and upon roll call there were:
AYES: NAYS: ABSENT:
X Champion
X Kanner
X Lehman
X O'Donnell
X Pfab
X Vanderhoef
X Wilbum
City of Iowa City
MEMORANDUM
Date: June 22, 2000 ~
To: City Manager and City Council /
From: Karin Franklin, Director, ~~t
Re: Peninsula Development Agreement
Enclosed is a copy of the Development Agreement we have negotiated with
Terry L. Stamper Holdings, L.L.C. (TLS), the preferred developer for the
Peninsula Neighborhood. This is on your agenda for the special meeting set for
8:00 am, Thursday, June 29, 2000. Listed below are the salient points of the
Agreement.
· The Peninsula Plan and Guidelines (a.k.a. Dover-Kohl plan) adopted by the
Council in the OPDH-5 zoning of the property is the concept against which
the plats, the codebook for the property, and the performance of the
developer will be measured. It is understood that this is a concept, the details
of which may be changed over time to respond to market demands so long as
the overall concept of the Peninsula Plan is retained.
· TLS will submit an OPDH/Regulating Plan and Codebook that will include a
preliminary plat of the entire 82 acre parcel, transferring the density from the
wooded slopes and any other environmentally sensitive areas, to other
portions of the property. The Codebook will outline dimensional requirements
for building on the site, design and architectural standards, building materials
and approval procedures. There will be a Peninsula Neighborhood Design
Review Board with at least one City representative, but not a majority of City
representation.
· The Regulating Plan will set forth a phasing plan that will identify sub-areas of
the property and an order in which the phases will be developed. The City
agrees to convey these phases to TLS upon final plat approval and provided
TLS adheres to the approved plans and the Peninsula Plan in the first and all
successive phases thereafter. The first phase must have at least three or
more housing types in close proximity to each other and must include a town
green or similar open space as a focal point.
· The agreement further sets out the infrastructure responsibilities of the City
and TLS. The City has fulfilled its responsibilities by extending water, sewer
and Foster Road to the property line.
· The preliminary plat must comply with the Sensitive Areas Ordinance.
Restrictions, similar to those placed upon the Elks, for the use of chemicals
on all properties are to be required through restrictive covenants.
· TLS agrees to work with non-profit housing corporations to design dwelling
units or lots, which meet the needs of and are affordable to the housing
corporations. Up to 41 units, or 10% of the total dwelling units, will be
constructed for or marketed to these corporations. TLS will provide a 10%
discount on the market value of lots for sale to any local Iowa City non-profit
housing corporations.
· TLS will purchase the 82.1 acres for no less than $1,300,000 and will
purchase the properties by phase as the final plats are approved. After the
purchase of Phase I, subsequent phases will include 6.5% interest
compounded annually on the remaining balance of the $1,300,000.
· A timeline and procedure has been set up to initiate the OPDH/Regulating
Plan, the preliminary plat, the Peninsula Code, the final plat of Phase I and
subsequent phases, and the conveyance of the property and site
development.
· The City has the right to take possession of any of the properties conveyed,
under certain conditions, should TLS not perform according to the Agreement
or in a timely manner.
Please feel free to call me if you have any questions about the agreement you
would like clarified before the meeting; 356-5232.
Cc Bob Miklo
Eleanor Dilkes
PENINSULA NEIGHBORHOOD
DEVELOPMENT AGREEMENT
A. INTRODUCTION
This Development Agreement is hereby made and executed by, between and among the City of
Iowa City (hereinafter "City"), 410 E. Washington Street, Iowa City, Iowa 52240, and Terry L.
Stamper Holdings, L.L.C. (hereinafter "TLS" and/or "Developer"), 6399 Norton Street, Troy,
Michigan 48098. The City is a municipal corporation organized under the laws of the State of
Iowa, and TLS is a Limited Liability Corporation organized under the laws of the State of
Michigan. This agreement outlines the terms and conditions, and the relative rights and
responsibilities of the City, as owner, and TLS, as developer, for the development of The
Peninsula Neighborhood (hereina~er "The Peninsula"), an 82.1-acre site owned in fee by the
City. For and in consideration of the mutual promises set forth herein, the parties hereby agree
as follows:
B. PENINSULA PLAN AND GUIDELINES
The City has prepared The Peninsula Plan and Guidelines as approved by City Council on July
28, 1998, by Resolution No. 98-253, to serve as a concept plan for the development of the
Peninsula Neighborhood· The Peninsula Plan shows the layout of streets, blocks and alleys,
and their relationship to public spaces and existing views. The Guidelines recommend a range
of building types but do not specify their location or quantity· The Guidelines and Plan are
intended to provide direction to TLS in the design and development of the Peninsula, but the
City retains the flexibility to deviate from said Plan and Guidelines and finalize the site design in
collaboration with TLS. While the parties hereto acknowledge the adoption of the Peninsula
Plan and Guidelines, they are intended as guidelines, and the parties shall have flexibility in
designing the development so that the project may be adjusted to changing market demands
during realization without losing the overall concept of the Peninsula Plan·
C. ZONING/OPDH PLAN ("REGULATING PLAN")
TLS shall prepare a preliminary Planned Development Housing Overlay (OPDH) plan and a
preliminary subdivision plat (hereinafter collectively entitled "OPDH/Regulating Plan) for the
entire 82 acre parcel based on the Peninsula Plan and Guidelines. The OPDH/Regulating Plan
and subdivision may vary from the Peninsula Plan to address site conditions, but should
conform to the general principles of the plan. The City shall initiate applications for submission
of the OPDH/Regulating Plan and the preliminary subdivision plat to the Iowa City Plan and
Zoning Commission and City Council for review and approval. However, the City shall retain the
right to refuse to support any substantial and material deviations from the general principles of
the Peninsula Plan and Guidelines contained within the proposed OPDH/Regulating Plan.
The proposed OPDH/Regulating Plan's gross density of dwelling units for the subject property
shall not exceed 5 units per acre. For purposes of density calculations, accessory units shall not
be counted as individual dwelling units. Dwelling unit density may be transferred from the
environmentally sensitive areas, such as the steep slopes and woodlands, to other portions of
the property in accordance with the Sensitive Areas Ordinance. Based on the Peninsula Plan,
the City and TLS anticipate that up to 410 dwelling units may be built on the 82 acre property.
The maximum number of units may be increased if additional land is added to the Peninsula
development property or development rights are purchased from other property or properties
that require street access to Foster Road.
The Peninsula Neighborhood may also contain commercial and civic uses, such as retail shops,
offices and child care facilities, within the proposed preliminary OPDH/Regulating Plan.
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Potential locations for non-residential land uses shall be identified on the preliminary
OPDH/Regulating Plan.
The proposed preliminary OPDH/Regulating Plan to be submitted by TLS shall include, but not
be limited to, proposed land uses and combinations, a preliminary layout of development
parcels, public rights-of-way, easements and open space areas. This initial OPDH/Regulating
Plan submission shall also include a Codebook (hereinafter entitled, "The Peninsula Code").
The Peninsula Code shall outline, but not be limited to, dimensional requirements such as side-
yards and setbacks, design and architectural standards, acceptable building material usage,
and review/approval procedures within the Development.
The legal description of the 82-acre property is as follows:
That part of Auditor's Parcel No. 95080 and all of Auditor's Parcel No. 97099, Iowa City, Johnson County,
Iowa described as follows: Commencing as a point of reference at the South quarter-corner of Section 4,
Township 79 North, Range 6 West of the 5th P.M.; thence North 1°39'04" West 1317.54 feet along the
East line of the Southwest Quarter of said Section 4 (assumed bearing for this description only); thence
South 89°43'51'' West 563.04 feet along the South line of Government Lot 5 of said Section 4, to a
Northeasterly corner of said Auditor's Parcel No. 97099 and the point of beginning; thence South 0°16'09''
East 159.36 feet along an Easterly line of said Auditor's Parcel No. 97099; thence South 45°57'40'' West
191.63 feet along a Southeasterly line of said Auditor's Parcel No. 97099; thence South 85°52'55'' West
170.28 feet along a Southeasterly line of said Auditor's Parcel No. 97099; thence South 42°17'10'' West
607.44 feet along a Southeasterly line of said Auditor's Parcel No. 97099; thence South 81 °42'52" West
978.15 feet along a Southeasterly line of said Auditor's Parcel No. 97099; thence North 49°44'00'' West
704.00 feet; thence North 15°34'30'' West 615.50 feet; thence North 1°14'00'' West 372.58 feet; Thence
North 8012'00'' East 329.35 feet to a point of intersection with the Easterly bank of the Iowa River and a
Westerly line of said Auditor's Parcel No. 95080; thence North 57°04'00'' East 772.76 along a
Northwesterly line of said Auditor's Parcel No. 95080; thence South 65°32'14'' East 972.25 feet along a
Northeasterly line of said Auditor's Parcel No. 95080; thence North 76°18'18'' East 468.47 feet along a
Northerly line of said Auditor's Parcel No. 95080; thence South 1°39'04'' East 981.65 feet along an
Easterly line of said Auditor's Parcel No. 95080 and an Easterly line of said Auditor's Parcel No. 97099;
thence North 89°43'51'' East 330.00 feet along a Northerly line of said Auditor's Parcel No. 97099 to the
point of beginning and containing an area of 82.1 acres more or less.
D. PLANNING AND DEVELOPMENT PHASING
The proposed OPDH/Regulating Plan to be submitted by TLS shall include a phasing plan
which will identify sub-areas of the property (hereina~er "phases") and the order in which these
phases or portions thereof will be purchased and developed by TLS. TLS shall prepare a legal
description to describe each phase, and said phase legal descriptions shall be submitted as part
of the OPDH/Regulating Plan and preliminary plat. Upon completion of approvals of final plats
for each phase or portion thereof, the City will transfer the ownership of said phases or portions
thereof to TLS according to a phasing schedule to be approved by both parties in accordance
with Section J of this agreement. Such transfers shall occur in successive order provided that
TLS adheres to the approved OPDH/Regulating Plan and final plat, and maintains performance
standards found in the Peninsula Plan and Guidelines. Alteration of the phasing schedule and
configuration of the phases may be amended with the mutual consent of both parties.
To convey the community quality envisioned for the Peninsula Neighborhood, the first phase
shall include three or more housing types in close proximity to one another. Further, the first
phase shall include a town green or similar open space as a focal point of the development.
E. INFRASTRUCTURE
TLS shall extend, construct and/or install all necessary infrastructure improvements for
development within the Peninsula, including:
All streets, sidewalks and alleys within the Peninsula Neighborhood;
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All utilities (The parties acknowledge that gas, electricity, telephone and cable are currently on
the EIk's property to the east and will need to be extended to the Peninsula property by TLS);
City water and sanitary sewer lines;
A sanitary sewer lift station;
A system for conveying storm water to the Iowa River. The parties acknowledge that due to the
proximity of the river, on-site storm water storage will not be required. However, filtration
techniques shall be used to treat storm water within the system prior to outlet into the Iowa
River, and said system shall comply with any applicable State, local and/or Federal standards.
The City shall extend, construct, and/or install the following extrinsic infrastructure to serve and
support the Peninsula:
Foster Road, a 28 foot wide street meeting City design standards, shall be extended by City to
the eastern property line of the development site.
A 12" sanitary sewer line, 8' to 10' deep at the property line where Foster Road enters the
property;
A 12" water line, 5' to 6' deep at the property line where Foster Road enters the property.
The Peninsula Design Guidelines shall supersede the "Iowa City Municipal Design Standards"
for infrastructure where the two conflict and are irreconcilable.
F. ENVIRONMENTAL CONSIDERATIONS
Portions of the 82 acre property contain wooded ravines and slopes, as outlined and depicted
on the diagram attached hereto as Exhibit "A". These features shall be subject to the provisions
of the Sensitive Areas Ordinance and shall be preserved to the extent possible. The
OPDH/Regulating Plan shall provide for the protection of areas that are identified for
preservation during construction of the neighborhood and such areas shall be protected in
perpetuity through an appropriate conservation easement and/or dedication of the affected land
to a land conservancy or the City.
The lower-Peninsula, a City owned property located adjacent to the Peninsula development site,
contains City water wells. As the lower-Peninsula is also being designed as a passive park, and
the parties acknowledge that it is anticipated the area will undergo ecological restoration to
become a self-sustaining native landscape, and further, due to the proximity of the Peninsula
Neighborhood to City water-supply wells, restrictive covenants shall be executed to place
limitations on the use of chemicals on all properties within the Peninsula. These covenants shall
be part of legal papers to be approved during the final plat stage of development.
G. AFFORDABLE HOUSING
The City and TLS acknowledge their collective intent to develop the Peninsula Neighborhood
with a mixture of housing types and a range of property values. To assure that a minimum
percentage of the constructed dwelling units are affordable and remain affordable over time,
10% of the total number of dwelling units shall be constructed for and/or marketed to non-profit
housing organizations ("non-profit housing organizations" includes the Iowa City Housing
Authority). The number or percentage of affordable units to be included in each phase or portion
thereof shall be determined during the OPDH/Regulating Plan and Preliminary Plat approval
stage and prior to the transfer of ownership. The City shall provide the number and type of
affordable units needed within the entire Peninsula Neighborhood within 14 business days of
approval of this Agreement. Any modifications in the siting or type of affordable units shall be
mutually agreed upon by TLS and the City.
To meet the goal of providing affordable housing within the Peninsula Neighborhood, TLS
agrees that it will consult with non-profit housing organizations to design dwelling units or lots
which are suitable for the needs of and are affordable to said non-profit housing organizations.
TLS also agrees to discount the market value of lots by 10% for any lots sold to a local Iowa
City non-profit housing organization.
H. PAYMENT FOR LAND
It is the parties' intent that the 82.1 acre property will be sold to TLS for a minimum sum of
$1,300,000 plus 6.5% interest compounded annually beginning with the date of closing/transfer
of the Phase One property or portion thereof to TLS. As the total number of units established for
the property is 410, this yields a base price of $3171.00 per unit, not including interest as
calculated above. At closing for Phase One or any portion thereof, TLS shall pay the City a price
equal to this per-unit base price multiplied by the total number of final site-plan approved units.
At closing on portions of the property beyond the end of Phase One, the price shall consist of
the per-unit base price multiplied by the total number of final site-plan approved units plus 6.5%
interest on the outstanding balance remaining upon closing of the preceding phase. Therefore,
the parties acknowledge that successive phases may result in higher per unit land prices as
necessary to meet the minimum cost plus interest as outlined above. Upon transfer/closing of
the final phase, a final reconciliation shall be performed to establish the price necessary to meet
the minimum cost of $1,300,000 plus 6.5 % interest compounded annually from the date of
closing/transfer of the Phase One property or portion thereof to TLS.
I. PROCEDURE
The following procedures will be followed by the City and TLS in submitting development plans
for approval by the Iowa City Plan and Zoning Commission and the City Council:
1. The City shall apply to rezone the Peninsula Property to an OPDH-5 designation in
accordance with the Peninsula Plan.
2. Within 120 days after the later of execution of this Development Agreement by all parties
or approval of OPDH-5 rezoning by the City, TLS shall submit to City a preliminary
OPDH/Regulating Plan, Preliminary Plat and Peninsula Code. Within 14 days of
submittal, City staff shall make recommendations for modifications to the documents.
Any changes made shall be upon mutual agreement of TLS and the City. After review of
any modifications, City shall transmit a written communication indicating acceptance of
the submittal to TLS.
3. Within 30 days of acceptance of the above submittals, the City staff shall initiate
amendments to the City zoning regulations to incorporate the Peninsula Code and shall
initiate review of the OPDH/Regulating Plan and Preliminary Plat under the City's
subdivision and zoning regulations. It is agreed between the Parties that the City shall
initiate simultaneous applications for approval of the OPDH/Regulating Plan and
Preliminary Plat within 90 days of acceptance of the submittals referenced in
Paragraph 2.
4. After approval of the above applications by City Council and prior to closing on any
portion of the property, TLS may commence installation of the required infrastructure
outlined in Section E, provided TLS obtains insurance of amounts and types acceptable
to City, provides certificates of insurance and executes an indemnification agreement,
acceptable to City, holding City harmless from all claims and damages resulting from
said activity.
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5. Within 60 days of City Council approval of the above applications, TLS shall submit a
final plat and the City shall make application for at least a portion of the identified Phase
One area shown on the Preliminary Plat, which final plat shall include, at minimum, three
or more housing types in close proximity and a town green or similar open space as the
focal point of the development. In the same timeframe, TLS, in consultation with the City,
shall create a Peninsula Neighborhood Design Review Board in accordance with the
Peninsula Code. The City shall have at least one representative on said Board and shall
not have a majority membership on said board.
6. In accordance with ordinances and procedures, within 45 days of submittal, the Plan and
Zoning commission will review the identified Final Plat application and make a
recommendation to the City Council. Within 60 days of recommendation by the Plan and
Zoning Commission, the City Council shall render a decision on the identified Final Plat
application.
7. Within 30 days of City Council approval of the identified Final Plat, TLS and the City shall
proceed to closing on the property subject to the approved Final Plat.
8. Within 180 days of closing, TLS shall initiate the installation of infrastructure in
accordance with specifications shown in the approved Final Plat.
9. After closing on any portion of the Peninsula Property and upon issuance of all
necessary permits and approvals as required, TLS will diligently undertake to install and
construct the infrastructure outlined in Section E and their related appurtenances. The
construction of the infrastructure will be substantially completed 18 months after
commencement. If such infrastructure construction is not substantially completed within
18 months after commencement, subject to the property rights of any secured lender to
TLS, which has financed acquisition of all or any portion of the Property, development
and/or home construction, City shall, after providing TLS with a 30-day written notice to
cure, have the right to take possession of the property and any infrastructure thereon
and TLS shall, upon demand by City, convey said property by warranty deed to City, flee
and clear of all liens except those of any lender which has financed acquisition of all or
any portion of the property, development, and/or home construction. TLS shall have no
right to any equity in said property and City shall retain all sums paid by TLS for said
property. City may enforce TLS' obligation to convey said property to City in an action for
specific performance. TLS shall pay the City's reasonable attorney's fees and costs
incurred in enforcing said obligation. City's right to take possession and title as set forth
herein is non-exclusive and City shall have all other remedies available by law, including,
but not limited to, termination of the agreement and recovery of damages. For delays
beyond control of TLS, the 18-month period will be extended in an amount equal to the
time lost due to such delay.
10. Upon approval of the final plat, the Peninsula Neighborhood Design Review Board and
the City shall commence review of permit applications for proposed structures within the
approved Final Plat. No permits may be issued until completion and certified inspection
of the infrastructure. The City will issue building permits for dwellings and any approved
non-residential buildings that conform to the approved final OPDH/Regulating Plan and
Final Plat in accordance with any agreements and/or contingencies and all pertinent City
Codes.
11. The Parties agree to follow these procedures in successive phases.
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J. CLOSING.
1, The City shall, at its expense, obtain an abstract of title to the property and deliver it to
TLS for examination at least ten days before the scheduled date of closing, which shall
show merchantable title in City in conformance with Iowa laws and title standards of the
Iowa State Bar Association. If TLS notes title objections based on said abstract City shall
have ten business days to cure said objections and the date of closing shall be
rescheduled accordingly.
2. The closing shall be held at the Iowa City Civic Center unless the City designates some
other location within the City of Iowa City.
3. As the City owns all the parcels, there are no taxes to be prorated.
4. City shall pay all special assessments which are a lien on the property as of the day of
closing.
5. The contemplated transfers are exempt from Iowa real estate transfer tax.
6. TLS shall pay the costs of recording the transfer documents.
7. Upon payment of the Purchase Price plus all other sums due to the City under this
Agreement and any subsequent written Agreements, the City shall convey the property
to TLS by warranty deed subject to existing building and use restrictions and easements
of record and applicable zoning requirements, and subject to the restrictive covenants on
the use of chemicals in accordance with Paragraph "F" hereof. Upon the completion of
closing, any objections to title shall be deemed to have been waived.
8. As-Is Sale. TLS acknowledges and agrees that the City has not made and does not
hereby make any representations, warranties or covenants of any kind or character
whatever, expressed or implied, with respect to the quality, integrity, nature of, use or
condition of any of the parcels or any improvements, fixtures and personal property
located on or used in connection with any of the parcels. As of the closing, TLS shall be
conclusively deemed to have accepted the land on an "as is, where is" basis.
Notwithstanding the above, within 120 days of the later of execution of this Development
Agreement by all parties or approval of OPH-5 rezoning by the City, the City shall verify
the environmental status of the property via an ASTM Phase I Environmental Site
Assessment showing the site is free of known contaminants and suitable for residential
development.
9. TLS shall have possession upon completion of the closing.
K. NOTICES
All notices, requests, demands and other communications that are required or permitted to be
given under this Agreement will be in writing and will be deemed to have been sufficiently given
for all purposes hereunder if (a) delivered personally to the party to whom the same is directed,
or (b) sent by certified mail, postage prepaid, return receipt requested, at the addresses
identified below; or to such other party at such other address as shall been given in writing in
accordance herewith.
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If the City or City Authorities, to:
City of Iowa City
410 East Washington Street
Iowa City, Iowa 52240
Attention: Steve Atkins, City Manager
With copies to: Eleanor Dilkes, City Attorney
Karin Franklin, Director of Planning and Community Development
If Terry L. Stamper Holdings, to:
Terry L. Stamper Holdings, L.L.C.
6399 Norton Street
Troy, Michigan 48098
Attention: Terry L. Stamper, President
With copies to: James Tischler, AICP
309 Bentley Drive
Monroe, MI 48162-3224
Barry Kemper
Progressive Construction Mgmt.
43300 W. Nine Mile Rd.
Novi, MI 48375
L. MISCELLANEOUS
1. Successors and Assigns; Assignments. This Agreement will be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns;
however, TLS will not assign this Agreement without the City's prior written consent,
except that, without the City's prior written consent, TLS may assign: (a) its rights under
this Agreement, as security for financing provided by a lender for the Peninsula
Development; and (b) its rights and obligations under this Agreement, to a
commonly-owned corporate affiliate of which expressly assumes all of the duties of TLS
hereunder, it being agreed, nevertheless, that TLS will remain responsible for their
performance.
2. In the event that Terry L. Stareper ceases to own a controlling ownership interest in
either TL8 or a company which direstly or indirectly owns a majority of the common
stock of TL8 (hereinafter, "Parent Company"), such event shall constitute a "Change in
Control" and TLS promptly shall deliver to the City administration written notice thereof
and identify the names and addresses of all of the direct and indirect owners in any way
related to the Peninsula Development.
3. Upon the occurrence of a Change in Control, at the City's option exercised by its Council
and communicated in writing to TLS within thirty (30) days after the City's administration
receives written notification of the Change in Control and the information identifying the
new owners, the City may terminate this Agreement.
4. Building Code Applicable. All homes erected by TLS upon the Property shall be
constructed in compliance with the City of Iowa City Building Code, as adopted by the
City and in effect on the date of the City Council's approval of each final site plan for any
portion of the Property, notwithstanding that the City at any time after such site plan
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approval may amend, add to or replace the building code in effect at the time of such
final site plan approval.
5. Entire Agreement; Amendment; No Other Intended Beneficiaries. This Agreement
represents the entire agreement as it exists at the time of the signing of this Agreement
between the parties. The parties hereto acknowledge that this Agreement provides for
additional agreements including, but not limited to, a Subdivider's Agreement and
Easement Agreements for each phase of the development, to be approved and entered
into and that other City ordinances including, but not limited to, the zoning and
subdivision control ordinances and building and construction codes may require
additional permits and agreements. This Agreement may not be amended, altered or
modified unless the party against whom enforcement of any waiver, modification or
discharge is sought does so in writing. No person not a party hereto is intended to be a
beneficiary of or to have the right to enforce this Agreement.
6. Issues Beyond Agreement Scope, The parties hereby acknowledge that, in the course of
diligently implementing the terms of this agreement and the Peninsula Plan, issues may
arise which lie outside the scope of the agreement terms but require resolution in order
to proceed with successful development of the project. Whenever such an issue is
identified by either party, formal notice shall be made and the parties hereby mutually
agree to enter into good faith negotiations for the purpose of resolving said identified
issue, and may include executing additional agreements to cover such issue.
7. Delays Beyond the Control of TLS. Delays beyond the control of TLS will include, but
may not be limited to: (a) acts of the City not related to the regulatory function of the City
or neglect of the City; (b) acts or neglect of utility owners (unless the result of any
inaction of TLS or any act of TLS which is inconsistent with the timely performance of its
responsibilities hereunder); (c) economic impracticality; (d) fire; (e) flood; (f) epidemic;
(g) war; (h) abnormal weather conditions; and (i) acts of God. "Economic impracticality"
means and includes (1) an economic depression, as determined by the United States
government; (2) an increase of more than four percent (4%) in the Standard Federal
Bank 30-year residential mortgage secured interest rate offered to borrowers of less
than $200,000 paying two (2) discount points and making a 20% down payment; or (3)
the unavailability of skilled housing construction labor, or the unavailability of any
building material, but only in each case if (i) unavailability does not result from TLS or
any affiliate preferring the construction of any other building site which competes with the
Project for such resource and (ii) the City is unable to identify a suitable substitute
resource which is available to TLS at a comparable cost. The parties agree that any
disagreement between them as to whether a delay is beyond the control of TLS will be
resolved by them as promptly as possible utilizing the dispute resolution procedures
identified elsewhere in this agreement. Any delay beyond the control of TLS shall extend
the time for performance by TLS as required by this Agreement for so long as the
condition continues to exist but in no event for a period longer than two (2) calendar
years.
8. Choice of Law. This Agreement will be governed by and construed in accordance with
the laws of the State of Iowa. The invalidation of one or more of the terms of this
Agreement will not affect the validity of the remaining terms. The parties acknowledge
that the proper venue of any court action is in Johnson County, Iowa.
9. Joint Drafting. The City and TLS have engaged in extensive discussions and
negotiations over the terms of this Agreement and neither party has acted as the
exclusive drafter of the language of these agreements and no inference or presumption
or application of a rule of contract construction should be made based upon the premise
that one party acted more than the other party as the draftsperson of these agreements.
10. Termination. The terms and conditions of this Agreement will survive closing and
delivery of a warranty deed on any particular parcel.
11. Effective Date. This Agreement will become effective when approved and executed by
TLS and the Iowa City City Council.
P
Marian \ ~
Approved by:
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9
EXHIBIT A '.if-~'
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town planning
Prepared by: Scott Kugler, Associate Planner 410 E. Washington St., Iowa City, IA 52240 (319) 356-5243
RESOLUTION NO. 00-232
RESOLUTION APPROVING THE EXTRATERRITORIAL FINAL PLAT OF WOODLAND RIDGE,
PART THREE, JOHNSON COUNTY, IOWA.
WHEREAS, the owners, Jeff and Jennifer Maxwell, filed with the City Clerk the final plat of
Woodland Ridge, Part Three, Johnson County, Iowa; and
WHEREAS, said subdivision is located on the following-described real estate in Johnson
County, Iowa, to wit:
'~ Outlot "D" of Woodland Ridge Subdivision - Part One, to Johnson County, Iowa, in
accordance with the Plat thereof Recorded in Plat 37, at Page 299, of the Records of the
Johnson County Recorder's Office. Said Outlot "D" contains 22.32 acres, more or less, and
is subject to easements and restrictions of record.
WHEREAS, the Department of Planning and Community Development and the Public Works
Department examined the proposed final plat and subdivision, and recommended approval;
and
WHEREAS, the Planning and Zoning Commission examined the final plat and subdivision and
recommended that said final plat and subdivision be accepted and approved; and
WHEREAS, a conditional dedication has been made to the public, and the subdivision has
been made with the free consent and in accordance with the desires of the owners and
proprietors; and
WHEREAS, said final plat and subdivision are found to conform with Chapter 354, Code of
Iowa (1999) and all other state and local requirements.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY,
IOWA, THAT:
1. The said final plat and subdivision located on the above-described real estate be and
the same are hereby approved.
2. The City accepts the conditional dedication of the streets, easements as provided by
agreement and by law.
3. The Mayor and City Clerk of the City of Iowa City, Iowa, are hereby authorized and
directed, upon approval by the City Attorney, to execute all legal documents relating
to said subdivision, and to certify a copy of this resolution, which shall be affixed to
the final plat after passage and appl'8~rby law. The City Clerk shall record the legal
documents and the plat at the office of the County Recorder of Johnson County,
Iowa at the expense of the owner/subdivider.
Resolution No. 00-232
Page 2
Passed and approved this 29th day of ~lune ,2000.
Cityr~ve r~ ~/~
ATTEST: C~LERK ~
It was moved by 0 ' Donne] ] and seconded by Pfab the Resolution be
adopted, and upon roll call there were:
AYES: NAYS: ABSENT:
X Champion
X Kanner
X Lehman
X O'Donnell
X Pfab
X Vanderhoef
X Wilburn
ppdadmin/res/woodland.doc
Whereupon, the Mayor declared said Resolution duly adopted as follows:
Resolution ~1o. 00-~'33
RESOLUTION AUTHORIZING AND PROVIDING FOR THE
I S SUANCE OF $14,310,000 GENERAL OBLIGATION BOND S
AND LEVYING A TAX TO PAY SAID BONDS
WHEREAS, the Issuer is duly incorporated, organized and exists under and by
virtue of the laws and Constitution of the State of Iowa; and
WHEREAS, the Issuer is in need of funds to pay costs of the construction,
reconstruction, and repairing of improvements to streets, sidewalks and public ways and
of facilities useful for the collection and disposal of surface waters and streams; the
rehabilitation, improvement and equipping of existing city parks; the reconstruction,
extension and improvement of the Municipal Airport; and the improvement of real estate
for cemeteries and the construction and reconstruction of other cemetery facilities and the
equipping of the Fire Department, essential corporate purposes, and it is deemed
necessary and advisable that General Obligation Bonds in the amount of $12,000,000 be
issued for said purpose; and
WHEREAS, pursuant to notice published as required by Section 384.25 of said
Code, this Council has held a public meeting and hearing upon the proposal to institute
proceedings for the issuance of said Bonds, and the Council is therefore now authorized
to proceed with the issuance of said Bonds; and
WHEREAS, the Issuer is in need of funds to pay costs of the development,
construction, improvement and equipping of new or undeveloped city parks; roof repair,
improvements to the Civic Center; the purchase of computer equipment for City
buildings; the acquisition of art for public buildings, general corporate purposes, and it is
deemed necessary and advisable that its General Obligation Bonds in the amount of
$580,000 be issued for said purpose; and
WHEREAS, the Issuer is in need of funds to pay costs of the acquisition,
enlargement, improvement and equipping of a Public Works Complex, a general
corporate purpose, and it is deemed necessary and advisable that its General Obligation
Bonds in the amount of $700,000 be issued for said purpose; and
WHEREAS, the Issuer is in need of funds to pay costs of the enlargement,
improvement and equipping of a Parks Maintenance Facility, a general corporate
-3-
purpose, and it is deemed necessary and advisable that its General Obligation Bonds in
the amount of $330,000 be issued for said purpose; and
WHEREAS, the Issuer is in need of funds to pay costs of the construction of an
addition to the Civic Center and renovation of existing portions thereof, a general
corporate purpose, and it is deemed necessary and advisable that its General Obligation
Bonds in the amount of $700,000 be issued for said purpose; and
WHEREAS, the City has a population of more than 5,000 but not more than
75,000; and
WHEREAS, pursuant to notice published as required by Section 384.26 of said
Code, the Council of the City has held public meetings and hearings upon the proposal to
institute proceedings for the issuance of bonds for general corporate purposes in the
amounts as above set forth, and, no petition for referendum having been received, the
Council is therefore now authorized to proceed with the issuance thereof; and
WHEREAS, pursuant to Section 384.28 of the City Code of Iowa, it is hereby
found and determined that the various general obligation bonds authorized as
hereinabove described shall be combined for the purpose of issuance in a single issue of
Corporate Purpose Bonds as hereinafter set forth; and
WHEREAS, pursuant to the provisions of Chapter 75 of the Code of Iowa, the
above mentioned bonds were heretofore sold at public sale and action should now be
taken to issue said bonds conforming to the terms and conditions of the best bid received
at the advertised public sale:
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF IOWA CITY, IOWA:
Section 1. Definitions. The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
"Authorized Denominations" shall mean $5,000 or any integral
multiple thereof.
· "Beneficial Owner" shall mean the person in whose name such
Bond is recorded as the beneficial owner of a Bond by a Participant on the records
of such Participant or such person's subrogee.
-4-
"Bonds" shall mean $14,310,000 General Obligation Bonds,
authorized to be issued by this Resolution.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"Continuing Disclosure Certificate" shall mean that certain
Continuing Disclosure Certificate executed by the Issuer and dated the date of
issuance and delivery of the Bonds, as originally executed and as it may be
mended from time to time in accordance with the terms thereof.
"Depository Bonds" shall mean the Bonds as issued in the form of
one global certificate for each maturity, registered in the Registration Books
maintained by the Registrar in the name of DTC or its nominee.
"DTC" shall mean The Depository Trust Company, New York, New
York, a limited purpose trust company, or any successor book-entry securities
depository appointed for the Bonds.
"Issuer" and "City" shall mean the City of Iowa City, Iowa.
, "Participants" shall mean those broker-dealers, banks and other
financial institutions for which DTC holds Bonds as securities depository.
"Paying Agent" shall mean the City Controller, or such successor as
may be approved by Issuer as provided herein and who shall carry out the duties
prescribed herein as Issuer's agent to provide for the payment of principal of and
interest on the Bonds as the same shall become due.
"Project Fund" shall mean the fund required to be established by this
Resolution for the deposit of the proceeds of the Bonds.
"Rebate Fund" shall mean the fund so defined in and established
pursuant to the Tax Exemption Certificate.
, "Registrar" shall mean the City Controller of Iowa City, Iowa, or
such successor as may be approved by Issuer as provided herein and who shall
carry out the duties prescribed herein with respect to maintaining a register of the
owners of the Bonds. Unless otherwise specified, the Registrar shall also act as
Transfer Agent for the Bonds.
-5-
. "Representation Letter" shall mean the Blanket Issuer Letter of
Representations executed and delivered by the Issuer to DTC.
"Tax Exemption Certificate" shall mean the Tax Exemption
Certificate executed by the Treasurer and delivered at the time of issuance and
delivery of the Bonds.
"Treasurer" shall mean the City Treasurer or such other officer as
shall succeed to the same duties and responsibilities with respect to the recording
and payment of the Bonds issued hereunder.
Section 2. Levy and Certification of Annual Tax; Other Funds to be Used.
(a) Levy of Annual Tax. That for the purpose of providing funds to pay
the principal and interest of the Bonds hereinafter authorized to be issued, there is
hereby levied for each future year the following direct annual tax on all of the
taxable property in Iowa City, Iowa, to-wit:
FISCAL YEAR (JULY 1 TO JUNE 30)
AMOUNT YEAR OF COLLECTION:
$1,383,194 2000/2001 *
$1,114,597 2001/2002
$1,084,098 2002/2003
$1,244,097 2003/2004
$1,245,098 2004/2005
$1,244,597 2005/2006
$1,247,597 2006/2007
$1,248,847 2007/2008
$1,248,348 2008/2009
$1,251,097 2009/2010
$1,256,063 2010/2011
$1,253,732 2011/2012
$1,259,363 2012/2013
$1,261,982 2013/2014
$1,266,058 2014/2015
$1,266,733 2015/2016
$1,273,953 2016/2017
$1,276,550 2017/2018
* If not collected from previously budgeted funds to be added to succeeding year.
-6-
(NOTE: For example the levy to be made and certified against the taxable
valuations of January 1, 1999, will be collected during the fiscal year
commencing July 1, 2000).
(b) Resolution to be Filed With County Auditor. A certified copy of this
Resolution should be filed with the County Auditor of Johnson County, Iowa, and
said Auditor is hereby instructed in and for each of the years as provided, to levy
and assess the tax hereby authorized in Section 2 of this Resolution, in like
manner as other taxes are levied and assessed, and such taxes so levied in and for
each of the years aforesaid be collected in like manner as other taxes of the City
are collected, and when collected be used for the purpose of paying principal and
interest on said Bonds issued in anticipation of said tax, and for no other purpose
whatsoever.
(c) Additional City Funds Available. Principal and interest coming due at
any time when the proceeds of said tax on hand shall be insufficient to pay the
same shall be promptly paid when due from current funds of the City available for
that purpose and reimbursement shall be made from such special fund in the
amounts thus advanced.
Section 3. Bond Fund. Said tax shall be collected each year at the same time and
in the same manner as, and in addition to, all other taxes in and for the City, and when
collected they shall be converted into a special fund within the Debt Service Fund to be
known as the "GENERAL OBLIGATION BOND FUND 2000 NO. 1" (the "Bond
Fund"), which is hereby pledged for and shall be used only for the payment of the
principal of and interest on the Bonds hereinafter authorized to be issued; and also there
shall be apportioned to said fund its proportion of taxes received by the City from
railway, express, telephone and telegraph companies and other taxes assessed by the
Iowa State Department of Revenue.
Section 4. Application of Bond Proceeds. Proceeds of the Bonds other than
accrued interest except as may be provided below shall be credited to the Project Fund
and expended therefrom for the purposes of issuance. Any amounts on hand in the
Project Fund shall be available for the payment of the principal of or interest on the
Bonds at any time that other funds shall be insufficient to the purpose, in which event
such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on
hand in the Project Fund and not immediately required for its purposes may be invested
not inconsistent with limitations provided by law or this Resolution. Accrued interest, if
any, shall be deposited in the Bond Fund.
-7-
Section 5. Investments of Bond Fund Proceeds. All moneys held in the Bond
Fund, provided for by Section 3 of this Resolution shall be invested in investments
permitted by Chapter 12B, Code of Iowa, 1999 (formerly Chapter 452, Code of Iowa, as
amended) or deposited in financial institutions which are members of the Federal Deposit
Insurance Corporation and the deposits in which are insured thereby and all such
deposits exceeding the maximum amount insured from time to time by FDIC or its
equivalent successor in any one financial institution shall be continuously secured in
compliance with the State Sinking Fund provided under Chapter 12C of the Code of
Iowa, 1999, as amended or otherwise by a valid pledge of direct obligations of the
United States Govemment having an equivalent market value. All such interim
investments shall mature before the date on which the moneys are required for payment
of principal of or interest on the Bonds as herein provided.
Section 6. Bond Details. Execution and Redemption.
(a) Bond Details. General Obligation Bonds of the City in the amount of
$14,310,000, shall be issued pursuant to the provisions of Section 384.28 of the
City Code of Iowa for the aforesaid purposes. The Bonds shall be designated
"GENERAL OBLIGATION BOND", be dated July 1, 2000, and bear interest
from the date thereof, until payment thereof, at the office of the Paying Agent,
said interest payable on December 1, 2000, and semiannually thereafter on the Ist
day of June and December in each year until maturity at the rates hereinafter
provided.
The Bonds shall be executed by the manual or facsimile signature of the
Mayor and attested by the manual or facsimile signature of the Clerk, and
impressed or printed with the seal of the City and shall be fully registered as to
both principal and interest as provided in this Resolution; principal, interest and
premium, if any, shall be payable at the office of the Paying Agent by mailing of a
check to the registered owner of the Bond. The Bonds shall be in the
denomination of $5,000 or multiples thereof. The Bonds shall mature and bear
interest as follows:
-8-
Interest Principal Maturity
Rate Amount June 1st
5.00% $ 705,000 2001
5.00% 410,000 2002
5.00% 400,000 2003
5.00% 580,000 2004
5.00% 610,000 2005
5.00% 640,000 2006
5.00% 675,000 2007
5.00% 710,000 2008
5.00% 745,000 2009
5.10% 785,000 2010
5.10% 830,000 2011
5.10% 870,000 2012
5.15% 920,000 2013
5.25% 970,000 2014
5.30% 1,025,000 2015
5.35% 1,080,000 2016
5.45% 1,145,000 2017
5.50% 1,210,000 2018
(b) Redemption. Bonds maturing after June 1, 2008, may be called for
redemption by the Issuer and paid before maturity on said date or any date
thereafter, from any funds regardless of source, in whole or from time to time in
part, in any order of maturity and within an annual maturity by lot. The terms of
redemption shall be par, plus accrued interest to date of call.
Thirty days' notice of redemption shall be given by ordinary mail to the
registered owner of the Bond. Failure to give such notice by mail to any registered
owner of the Bonds or any defect therein shall not affect the validity of any
proceedings for the redemption of the Bonds. All bonds or portions thereof called
for redemption will cease to bear interest after the specified redemption date,
provided funds for their redemption are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate
the bonds to be redeemed by random selection of the names of the registered
owners of the entire annual maturity until the total amount of bonds to be called
has been reached.
-9-
Section 7. Issuance of Bonds in Book-Entry Form: Replacement Bonds.
(a) Notwithstanding the other provisions of this Resolution regarding registration,
ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to
permit the exchange of Depository Bonds for Bonds in the Authorized Denominations,
the Bonds shall be issued as Depository Bonds in denominations of the entire principal
amount of each maturity of Bonds (or, if a portion of said principal amount is prepaid,
said principal amount less the prepaid amount); and such Depository Bonds shall be
registered in the name of Cede & Co., as nominee of DTC. Payment of semi-annual
interest for any Depository Bond shall be made by wire transfer or New York Clearing
House or equivalent next day funds to the account of Cede & Co. on the interest payment
date for the Bonds at the address indicated in or pursuant to the Representation Letter.
(b) With respect to Depository Bonds, neither the Issuer nor the Paying Agent
shall have any responsibility or obligation to any Participant or to any Beneficial Owner.
Without limiting the immediately preceding sentence, neither the Issuer nor the Paying
Agent shall have any responsibility or obligation with respect to (i) the accuracy of the
records of DTC or its nominee or of any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any
other person, other than DTC or its nominee, of any notice with respect to the Bonds,
(iii) the payment to any Participant, any Beneficial Owner or any other person, other than
DTC or its nominee, of any amount with respect to the principal of, premium, if any, or
interest on the Bonds, or (iv) the failure of DTC to provide any information or
notification on behalf of any Participant or Beneficial Owner.
The Issuer and the Paying Agent may treat DTC or its nominee as, and deem DTC
or its nominee to be, the absolute owner of each Bond for the purpose of payment of the
principal of, premium, if any, and interest on such Bond, for the purpose of all other
matters with respect to such Bond, for the purpose of registering transfers with respect to
such Bonds, and for all other purposes whatsoever (except for the giving of certain
Bondholder consents, in accordance with the practices and procedures of DTC as may be
applicable thereto). The Paying Agent shall pay all principal of, premium, if any, and
interest on the Bonds only to or upon the order of the Bondholders as shown on the
Registration Books, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to the principal of, premium, if any, and
interest on the Bonds to the extent so paid. Notwithstanding the provisions of this
Resolution to the contrary (including without limitation those provisions relating to the
surrender of Bonds, registration thereof, and issuance in Authorized Denominations), as
long as the Bonds are Depository Bonds, full effect shall be given to the Representation
-10-
Letter and the procedures and practices of DTC thereunder, and the Paying Agent shall
comply therewith.
(c) Upon (i) a determination by the Issuer that DTC is no longer able to carry out
its functions or is otherwise determined unsatisfactory, or (ii) a determination by DTC
that the Bonds are no longer eligible for its depository services or (iii) a determination by
the Paying Agent that DTC has resigned or discontinued its services for the Bonds, the
Issuer shall (A) designate a satisfactory substitute depository as set forth below or, if a
satisfactory substitute is not found, (B) provide for the exchange of Depository Bonds for
replacement Bonds in Authorized Denominations.
(d) If the Issuer determines to provide for the exchange of Depository Bonds for
Bonds in Authorized Denominations, the Issuer shall so notify the Paying Agent and
shall provide the Registrar with a supply of executed unauthenticated Bonds to be so
exchanged. The Registrar shall thereupon notify the owners of the Bonds and provide
for such exchange, and to the extent that the Beneficial Owners are designated as the
transferee by the owners, the Bonds will be delivered in appropriate form, content and
Authorized Denominations to the Beneficial Owners, as their interests appear.
(e) Any substitute depository shall be designated in writing by the Issuer to the
Paying Agent. Any such substitute depository shall be a qualified and registered
"clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as
amended. The substitute depository shall provide for (i) immobilization of the
Depository Bonds, (ii) registration and transfer of interests in Depository Bonds by book
entries made on records of the depository or its nominee and (iii) payment of principal of,
premium, if any, and interest on the Bonds in accordance with and as such interests may
appear with respect to such book entries.
Section 8. Registration of Bonds; Appointment of Registrar; Transfer;
Ownership; Delivery: and Cancellation.
(a) Registration. The ownership of Bonds may be transferred only by the
making of an entry upon the books kept for the registration and transfer of
ownership of the Bonds, and in no other way. The City Controller is hereby
appointed as Bond Registrar under the terms of this Resolution. Registrar shall
maintain the books of the Issuer for the registration of ownership of the Bonds for
the payment of principal of and interest on the Bonds as provided in this
Resolution. All Bonds shall be negotiable as provided in Article 8 of the Uniform
Commercial Code and Section 384.31 of the Code of Iowa, subject to the
-11-
provisions for registration and transfer contained in the Bonds and in this
Resolution.
(b) Transfer. The ownership of any Bond may be transferred only upon
the Registration Books kept for the registration and transfer of Bonds and only
upon surrender thereof at the office of the Registrar together with an assignment
duly executed by the holder or his duly authorized attorney in fact in such form as
shall be satisfactory to the Registrar, along with the address and social security
number or federal employer identification number of such transferee (or, if
registration is to be made in the name of multiple individuals, of all such
transferees). In the event that the address of the registered owner of a Bond (other
than a registered owner which is the nominee of the broker or dealer in question)
is that of a broker or dealer, there must be disclosed on the Registration Books the
information pertaining to the registered owner required above. Upon the transfer
of any such Bond, a new fully registered Bond, of any denomination or
denominations permitted by this Resolution in aggregate principal amount equal
to the unmatured and unredeemed principal amount of such transferred fully
registered Bond, and bearing interest at the same rate and maturing on the same
date or dates shall be delivered by the Registrar.
(c) Registration of Transferred Bonds. In all cases of the transfer of the
Bonds, the Registrar shall register, at the earliest practicable time, on the
Registration Books, the Bonds, in accordance with the provisions of this
Resolution.
(d) Ownership. As to any Bond, the person in whose name the ownership
of the same shall be registered on the Registration Books of the Registrar shall be
deemed and regarded as the absolute owner thereof for all purposes, and payment
of or on account of the principal of any such Bonds and the premium, if any, and
interest thereon shall be made only to or upon the order of the registered owner
thereof or his legal representative. All such payments shall be valid and effectual
to satisfy and discharge the liability upon such Bond, including the interest
thereon, to the extent of the sum or sums so paid.
(e) Cancellation. All Bonds which have been redeemed shall not be
reissued but shall be cancelled by the Registrar. All Bonds which are cancelled by
the Registrar shall be destroyed and a certificate of the destruction thereof shall be
furnished promptly to the Issuer; provided that if the Issuer shall so direct, the
Registrar shall forward the cancelled Bonds to the Issuer.
-12-
(f) Non-Presentment of Bonds. In the event any payment check
representing payment of principal of or interest on the Bonds is returned to the
Paying Agent or if any bond is not presented for payment of principal at the
maturity or redemption date, if funds sufficient to pay such principal of or interest
on Bonds shall have been made available to the Paying Agent for the benefit of
the owner thereof, all liability of the Issuer to the owner thereof for such interest
or payment of such Bonds shall forthwith cease, terminate and be completely
discharged, and thereupon it shall be the duty of the Paying Agent to hold such
funds, without liability for interest thereon, for the benefit of the owner of such
Bonds who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his part under this Resolution or on, or with respect to, such
interest or Bonds. The Paying Agent's obligation to hold such funds shall
continue for a period equal to two years and six months following the date on
which such interest or principal became due, whether at maturity, or at the date
fixed for redemption thereof, or otherwise, at which time the Paying Agent, shall
surrender any remaining funds so held to the Issuer, whereupon any claim under
this Resolution by the Owners of such interest or Bonds of whatever nature shall
be made upon the Issuer.
(g) Registration and Transfer Fees. The Registrar may furnish to each
owner, at the Issuer's expense, one bond for each annual maturity. The Registrar
shall fumish additional bonds in lesser denominations (but not less than the
minimum denomination) to an owner who so requests.
Section 9. Reissuance of Mutilated. Destroyed. Stolen or Lost Bonds. In case any
outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall
at the request of Registrar authenticate and deliver a new Bond of like tenor and amount
as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Bond to Registrar, upon surrender of such mutilated Bond, or in lieu of and
substitution for the Bond destroyed, stolen or lost, upon filing with the Registrar
evidence satisfactory to the Registrar and Issuer that such Bond has been destroyed,
stolen or lost and proof of ownership thereof, and upon fumishing the Registrar and
Issuer with satisfactory indemnity and complying with such other reasonable regulations
as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur
in connection therewith.
Section 10. Record Date. Payments of principal and interest, otherwise than upon
full redemption, made in respect of any Bond, shall be made to the registered holder
thereof or to their designated agent as the same appear on the books of the Registrar on
the 15th day preceding the payment date. All such payments shall fully discharge the
-13-
obligations of the Issuer in respect of such Bonds to the extent of the payments so made.
Payment of principal shall only be made upon surrender of the Bond to the Paying Agent.
Section 11. Execution. Authentication and Delivery of the Bonds. Upon the
adoption of this Resolution, the Mayor and Clerk shall execute and deliver the Bonds to
the Registrar, who shall authenticate the Bonds and deliver the same to or upon order of
the Purchaser. No Bond shall be valid or obligatory for any purpose or shall be entitled
to any right or benefit hereunder unless the Registrar shall duly endorse and execute on
such Bond a Certificate of Authentication substantially in the form of the Certificate
herein set forth. Such Certificate upon any Bond executed on behalf of the Issuer shall
be conclusive evidence that the Bond so authenticated has been duly issued under this
Resolution and that the holder thereof is entitled to the benefits of this Resolution.
Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves
the right to name a substitute, successor Registrar or Paying Agent upon giving prompt
written notice to each registered bondholder.
-14-
Section 13. Form of Bond. Bonds shall be printed in substantial compliance with
standards proposed by the American Standards Institute substantially in the form as
follows:
I c7~ I I c8~ I
(1)
I c2~ I I {3~ II {4> II c5~ I
(9)
I (9a) I
(10)
(Continued on the back of this Bond)
(11)(12)(13) [ I (14) [ I (15)
FIGURE 1
(Front)
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(lo) (16)
(Continued)
FIGURE 2
(Back)
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The text of the Bonds to be located thereon at the item numbers shown shall be as
follows:
Item 1, figure 1 = "STATE OF IOWA"
"COUNTY OF JOHNSON"
"CITY OF IOWA CITY"
"GENERAL OBLIGATION BOND"
"CORPORATE PURPOSE"
Item 2, figure 1 = Rate:
Item 3, figure 1= Maturity:
Item 4, figure 1= Bond Date: July 1, 2000
Item 5, figure 1= Cusip No.:
Item 6, figure 1= "Registered"
Item 7, figure 1= Certificate No.
Item 8, figure 1= Principal Amount: $
Item 9, figure 1 = The City of Iowa City, Iowa, a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of
Iowa (the "Issuer"), for value received, promises to pay from the source and as
hereinaf~er provided, on the maturity date indicated above, to
Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer
with name of Registered Owner).
Item 10, figure 1 = or registered assigns, the principal sum of (principal amount
written out) THOUSAND DOLLARS in lawful money of the United States of America,
on the maturity date shown above, only upon presentation and surrender hereof at the
office of the City Controller, Paying Agent of this issue, or its successor, with interest on
said sum from the date hereof until paid at the rate per annum specified above, payable
on December 1, 2000, and semiannually thereafter on the 1st day of June and December
in each year.
Interest and principal shall be paid to the registered holder of the Bond as shown
on the records of ownership maintained by the Registrar as of the 15th day preceding
such interest payment date. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.
This Bond is issued pursuant to the provisions of Section 384.28 of the City Code
of Iowa, for the purpose of paying costs of the construction, reconstruction, and repairing
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of improvements to streets, sidewalks and public ways and of facilities useful for the
collection and disposal of surface waters and streams; the rehabilitation, improvement and
equipping of existing city parks; the reconstruction, extension and improvement of the
Municipal Airport; the improvement of real estate for cemeteries and the construction and
reconstruction of other cemetery facilities; the equipping of the Fire Department; the
development, construction, improvement and equipping of new or undeveloped city
parks; roof repair, improvements to the Civic Center; the purchase of computer
equipment for City buildings; the acquisition of art for public buildings; the acquisition,
enlargement, improvement and equipping of a Public Works Complex; the enlargement,
improvement and equipping of a Parks Maintenance Facility; and the construction of an
addition to the Civic Center and renovation of existing portions thereof, in conformity to
a Resolution of the Council of said City duly passed and approved.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a limited purpose trust company CDTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Bonds maturing after June 1, 2008, may be called for redemption by the Issuer and
paid before maturity on said date or any date thereafter, from any funds regardless of
source, in whole or from time to time in part, in any order of maturity and within an
annual maturity by lot. The terms of redemption shall be par, plus accrued interest to date
of call.
Thirty days' notice of redemption shall be given by ordinary mail to the registered
owner of the Bond. Failure to give such notice by mail to any registered owner of the
Bonds or any defect therein shall not affect the validity of any proceedings for the
redemption of the Bonds. All bonds or portions thereof called for redemption will cease
to bear interest after the specified redemption date, provided funds for their redemption
are on deposit at the place of payment.
If selection by lot within a maturity is required, the Registrar shall designate the
bonds to be redeemed by random selection of the names of the registered owners of the
entire annual maturity until the total amount of bonds to be called has been reached.
-18-
Ownership of this Bond may be transferred only by transfer upon the books kept
for such purpose by the City Controller, the Registrar. Such transfer on the books shall
occur only upon presentation and surrender of this Bond at the office of the Registrar as
designated below, together with an assignment duly executed by the owner hereof or his
duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer
reserves the fight to substitute the Registrar and Paying Agent but shall, however,
promptly give notice to registered bondholders of such change. All bonds shall be
negotiable as provided in Article 8 of the Uniform Commercial Code and Section 384.31
of the Code of Iowa, subject to the provisions for registration and transfer contained in
the Bond Resolution.
And it is hereby represented and certified that all acts, conditions and things
requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had,
to be done, or to be performed precedent to the lawful issue of this Bond, have been
existent, had, done and performed as required by law; that provision has been made for
the levy of a sufficient continuing annual tax on all the taxable property within the
territory of the Issuer for the payment of the principal and interest of this Bond as the
same will respectively become due; that the faith, credit, revenues and resources and all
the real and personal property of the Issuer are irrevocably pledged for the prompt
payment hereof, both principal and interest; and the total indebtedness of the Issuer
including this Bond, does not exceed the constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the Issuer by its Council, has caused this Bond to
be signed by the manual signature of its Mayor and attested by the manual signature of its
City Clerk, with the seal of said City impressed hereon, and to be authenticated by the
manual signature of an authorized representative of the Registrar, the City Controller,
Iowa City, Iowa.
Item 11, figure 1 = Date ofauthentication:
Item 12, figure 1 = This is one of the Bonds described in the within mentioned
Resolution, as registered by the City Controller.
CITY CONTROLLER, Registrar
By:
Authorized Signature
Item 13, figure 1 = Registrar and Transfer Agent: City Controller
Paying Agent: City Controller
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SEE REVERSE FOR CERTAIN DEFINITIONS
Item 14, figure 1 = (Seal)
Item 15, figure 1 = [Signature Block]
CITY OF IOWA CITY, IOWA
By: (manual signature)
Mayor
ATTEST:
By: (manual signature)
City Clerk
Item 16, figure 2 = [Assignment Block]
[Information Required for Registration]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Social Security or Tax Identification No. )
the within Bond and does hereby irrevocably constitute and appoint
attorney in fact to transfer the said Bond on the books kept for registration of the within
Bond, with full power of substitution in the premises.
Dated
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
GUARANTEED)
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IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon
the face of the certificate(s) or bond(s) in every particular without alteration or
enlargement or any change whatever. Signature guarantee must be provided in
accordance with the prevailing standards and procedures of the Registrar and
Transfer Agent. Such standards and procedures may require signature to be
guaranteed by certain eligible guarantor institutions that participate in a
recognized signature guarantee program.
INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address of Transferee(s)
Social Security or Tax Identification Number of
Transferee(s)
Transferee is a(n):Individual* Corporation
Partnership Trust
*If the Bond is to be registered in the names of multiple individual owners, the names of
all such owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
tommoil
IA UNIF TRANS MIN ACT - . ...........Custodian ............
(Cust) (Minor)
under Iowa Uniform Transfers
to Minors Act ...................
(State)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE ABOVE LIST
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Section 14. Contract Between Issuer and Purchaser. This Resolution constitutes a
contract between said City and the purchaser of the Bonds.
Section 15. Non-Arbitrage Covenants. The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the issuance and sale of the
Bonds issued hereunder which will cause any of the Bonds to be classified as arbitrage
bonds within the meaning of Sections 148(a) and (b) of the Internal Revenue Code of
the United States, as amended, and that throughout the term of the Bonds it will comply
with the requirements of statutes and regulations issued thereunder.
To the best knowledge and belief of the Issuer, there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Bonds will be used in a manner that would cause the
Bonds to be arbitrage bonds. Without limiting the generality of the foregoing, the Issuer
hereby agrees to comply with the provisions of the Tax Exemption Certificate and the
provisions of the Tax Exemption Certificate are hereby incorporated by reference as part
of this Resolution. The Treasurer is hereby directed to make and insert all calculations
and determinations necessary to complete the Tax Exemption Certificate in all respects
and to execute and deliver the Tax Exemption Certificate at issuance of the Bonds to
certify as to the reasonable expectations and covenants of the Issuer at that date.
Section 16. Severability Clause. If any section, paragraph, clause or provision of
this Resolution be held invalid, such invalidity shall not affect any of the remaining
provisions hereof, and this Resolution shall become effective immediately upon its
passage and approval.
Section 17. Continuing Disclosure. The Issuer hereby covenants and agrees that
it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate, and the provisions of the Continuing Disclosure Certificate are hereby
incorporated by reference as part of this Resolution and made a part hereof.
Notwithstanding any other provision of this Resolution, failure of the Issuer to comply
with the Continuing Disclosure Certificate shall not be considered an event of default
under this Resolution; however, any holder of the Bonds or Beneficial Owner may take
such actions as may be necessary and appropriate, including seeking specific
performance by court order, to cause the Issuer to comply with its obligations under the
Continuing Disclosure Certificate. For purposes of this section, "Beneficial Owner"
means any person which (a) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, any Bond (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of
any Bonds for federal income tax purposes.
Section 18. Additional Covenants. Representations and Warranties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Bonds from
time to time outstanding that the Issuer through its officers, (a) will make such further
specific covenants, representations and assurances as may be necessary or advisable; (b)
comply with all representations, covenants and assurances contained in the Tax
Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the
contract between the Issuer and the owners of the Bonds; (c) consult with bond counsel
(as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary,
such sums of money representing required rebates of excess arbitrage profits relating to
the Bonds; (e) file such forms, statements and supporting documents as may be required
and in a timely manner; and (f) if deemed necessary or advisable by its officers, to
employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the
Issuer in such compliance.
Section 19. Amendment of Resolution to Maintain Tax Exemption. This
Resolution may be amended without the consent of any owner of the Bonds if, in the
opinion of bond counsel, such amendment is necessary to maintain tax exemption with
respect to the Bonds under applicable Federal law or regulations.
Section 20. Repeal of Conflicting Resolutions or Ordinances. That all ordinances
and resolutions and parts of ordinances and resolutions in conflict herewith are hereby
repealed.
PASSED AND APPROVED this 291hday of June .2000.
ATTEST:
PGOODRICHX238682\1 \10714056
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06/22/00 THU 09:11 FAX 515 243 2149 AItLERS LAW FIRM ~004
6/29/00
Council Member moved that the form of Tax
Exemption Certificate bc placed on file and approve& Council Member
seconded the motion. ?he roll was called and the vote was,
AYES:
/
NAYS: '
Council Member. that the form of
Continuing Disclosure C~ificate be plac~d on ffie and Council Member
s~Conded the motion. The called and the vote was,
AYES:
\
\
NAYS:
Council Member introduced the following
Resolution entitled "RESOLUTION AND PROVIDING FOR THE
ISSUANCE OF $14,310,000 OBL] BONDS AND LEVYING A.
TAX TO PAY SAID BONDS" that it be Council Member
s the motion to adopt, an~ the roll being called thereon,
the vote was as follows: \
\
\,
AYES: \ :
/
NAYS: ~ _
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