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HomeMy WebLinkAbout1982-426-09.13.1982 (2) Waterloo , Iowa , September 13 , 1982 . The City Council of Waterloo , Iowa , met on the above date in the Council Chambers , City Hall , in Waterloo , Iowa , at 7 : 00 o ' clock P.M. , in open regular session , pursuant to law and the rules of said Council . The meeting was called to order by Jack L. Roehr , Mayor Pro Tem , presiding , and on roll call the following Council Members were present: Getty, Wilharm, Dowie, Penaluna, Bowers and Burton. Absent: None * * * * * * * * -1- Matters were discussed relative to the request from Waterloo Industrial Development Association , regarding the issuance of not to exceed $750 , 000 in aggregate principal amount of the City' s Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) . Following an explanation of the proposed Project by representatives of said Company and a discussion of the proposal , Council Member Bowers introduced the following Resolution in written form and moved its adoption . Council Member Wilharm seconded the motion to adopt . After due consideration of said motion , the roll was called and the Resolution was adopted by the following vote : AYES : Getty, Wilhatllt, Dowie, Penaluna, Bowers and Burton, NAYS : None The Resolution was thereupon signed by the Mayor Pro Tem and in evidence of his approval , was attested by the City Clerk, and was declared to be effective . The Resolution is as follows : -2- RESOLUTION NO. 1982-426 A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $750, 000 IN AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION PROJECT) OF THE CITY OF WATERLOO, IOWA, DIRECTING PUBLICATION OF NOTICE OF INTENTION TO ISSUE , CALLING A PUBLIC HEARING ON THE PROPOSAL TO ISSUE SAID BONDS AND AUTHORIZING EXECUTION OF A MEMORANDUM OF AGREEMENT. WHEREAS, the City of Waterloo , Iowa (hereinafter referred to as the "City" ) is a municipal corporation organized and existing under the Constitution and laws of the State of Iowa , and is authorized and empowered by Chapter 419 of the Code of Iowa (hereinafter referred to as the "Act" ) , to issue Industrial Development Revenue Bonds , and loan the proceeds from the sale of said Bonds to one or more parties to be used to defray all or a portion of the cost of acquiring , constructing , improving and equipping land , buildings and improvements suitable for the use of a commercial enterprise or nonprofit organization which the City finds is consistent with the urban renewal plan adopted by the City , pursuant to the Act and Chapter 403 , Code of Iowa ; and WHEREAS , the City has been requested by Waterloo Industrial Development Association , an Iowa nonprofit corporation (hereinafter referred to as the "Company" ) , to authorize and issue its Industrial Development Revenue Bonds ( the "Bonds" ) pursuant to the provisions of the Act for the purpose of financing all or a portion of the cost of acquiring , constructing and equipping a facility to be suitable for use as a multi-purpose building to be leased to the First Judicial District Department of Correctional Services for use as a residential correctional facility and general office building (hereinafter referred to as the "Project" ) ; and WHEREAS , said Project is located within the area of and is consistent with and authorized by the City' s Downtown Waterloo Urban Renewal and Revitalization Plan , adopted by the City , and will promote urban renewal , rehabilitation and redevelopment of the City, will eliminate blighted areas , and will provide employment opportunities for residents of the City and the surrounding area; will enhance the tax base of the City and overlapping taxing jurisdictions and will provide and induce other public benefits which will add to the welfare and prosperity of the City and its inhabitants; and -3- WHEREAS the City has determined that the amount necessary to defray all or a portion of the cost of acquisition , con- struction , improving and equipping the Project , including necessary expenses incidental thereto , will require the issuance by the City of not to exceed $750 , 000 aggregate principal amount of its Industrial Development Revenue Bonds pursuant to the provisions of the Act , and it is proposed that the City loan said amount to Company under a Loan Agreement between the City and Company pursuant to which loan payments will be made by the Company in amounts sufficient to pay the principal of and interest and premium , if any, on said Bonds , as and when the same shall be due ; and WHEREAS , the Bonds , if issued , shall be limited obligations of the City, and shall not constitute nor give rise to a pecu- niary liability of the City or a charge against its general credit or taxing powers , and the principal of , interest and premium , if any , on the Bonds shall be payable solely out of the revenues derived from the Project to be financed by the Bonds; and WHEREAS, regulations promulgated under Section 103 of the Internal Revenue Code of 1954 , as amended , may require that the Issuer of such Bonds adopt a Resolution with respect to such Bonds or take "some other similar official action" toward the issuance of such Bonds prior to the commencement of construc- tion or acquisition relating to the proposed Project , and it is intended that this Resolution shall constitute "some other similar official action" toward the issuance of the Bonds within the meaning of said federal income tax regulations; and WHEREAS, there has been presented to the Council a Memo- randum of Agreement , attached hereto as Exhibit "A" which sets forth certain mutual undertakings and agreements between the City and Company, relating to the further processing and issu- ance of said Bonds , and the City believes it desirable and in its best interest that said Memorandum of Agreement be executed for and on behalf of the City; and WHEREAS , before the Bonds may be issued , it is necessary to conduct a public hearing on the proposal to issue the Bonds , all as required and provided by Section 419. 9 of the Act. NOW, THEREFORE, Be It and It Is Hereby Resolved by the City Council of the City of Waterloo , Iowa , as follows : Section 1. A public hearing shall be conducted on October 4 , 1982, at 7 : 00 o ' clock P.M. , before this City Council in the Council Chambers at City Hall in the City of Waterloo , -4- Iowa , on the proposal to issue not to exceed $750 ,000 aggregate principal amount of the City' s Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) for the purpose of defraying all or a portion of the cost of acquiring , constructing , improving and equipping the Project , including necessary expenses incidental thereto , and all local residents who appear at said hearing shall be given an opportunity to express their views for or against the proposal to issue such Bonds; and at said hearing , or any adjournment thereof , this City Council shall adopt a resolution determining whether or not to proceed with the issuance of said Bonds . Section 2 . The City Clerk of the City is hereby directed to publish one time , not less than fifteen (15 ) days prior to the date fixed for said hearing , in The Waterloo Courier , a legal newspaper published and having a general circulation within the City , a Notice of Intention to issue said Bonds in substantially the following form: -5- NOTICE OF PUBLIC HEARING OF INTENTION TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS (WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION PROJECT) Notice is hereby given that a public hearing will be conducted before the Council of the City of Waterloo , Iowa , in the Council Chambers at the City Hall in Waterloo , Iowa , at 7 : 00 o 'clock P.M. , on October 4 , 1982 , on the proposal to issue not to- exceed $750 , 000 principal amount of the City' s Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) pursuant to the provisions of Chapter 419 of the Code of Iowa , for the purpose of defraying all or a por- tion of the cost of acquiring , constructing and equipping a multi-purpose facility consisting of a residential correctional facility and general office building , all to be suitable for the use of a commercial enterprise or nonprofit organization , and to be located within the area of and consistent with the City' s Downtown Waterloo Urban Renewal and Revitalization Plan . the proposed facility will be owned by Waterloo Industrial Development Association , an Iowa nonprofit corporation and leased to The First Judicial District Department of Correctional Services . It is contemplated that a Loan Agreement will be entered into between the City and Waterloo Industrial Development Association , under which the City would loan to said Company the proceeds from the sale of the Bonds in return for loan payments from the Company sufficient to pay the principal of , interest and premium , if any, on such Bonds as the same shall fall due . Such Bonds , if issued , and the interest thereon will be payable solely out of the revenues derived from the said Loan Agreement and shall never constitute an indebtedness of said City within the meaning of any state constitutional provision or statutory limitation , and shall not constitute nor give rise to a pecuniary liability of said City or a charge against its general credit or taxing powers . All local residents who appear at said hearing shall be given an opportunity to express their views for or against the pro- posal to issue said Bonds , and at said hearing , or any adjourn- ment thereof , the Council of said City shall adopt a resolution determining whether or not to proceed with the issuance of said Bonds . By Order of the City Council . Larry P. Burger , Clerk of the City of Waterloo , Iowa -6- Section 3 . The City recognizes that regulations promulgated under Section 103 of the Internal Revenue Code of 1954 , as amended , may require the taking by this City Council of official action or "some other similar official action" , if interest on Industrial Development Revenue Bonds issued by the City and used to acquire , construct , improve and equip such project is to be exempt from federal income taxes . In order to preserve such exemption , this Resolution is intended to constitute solely for federal income tax purposes official action or "some other Simi- lar official action" with respect to the issuance of such Bonds . Section 4 . That in order to assure the acquisition , construction , improvement and equipping of these commercial faci- lities in the City with the resulting public benefits which will flow from the operation thereof , it is deemed necessary and advi- sable that the Memorandum of Agreement , in the form attached hereto as Exhibit "A" , be approved and that the Mayor Pro Tem of the City be and hereby is authorized and directed to execute said Memorandum of Agreement and the City Clerk of the City be and hereby is authorized to attest the same and to affix the seal of the City thereto and said Memorandum of Agreement is hereby made a part of this Resolution . Section 5 . In order that the Project will not be unduly delayed , Company is hereby authorized to make such commitments , expenditures and advances toward payment of the costs of the Project as it considers appropriate , subject to reimbursement from the proceeds of the Bonds when and if delivered , but other- wise without liability on the part of the City. Section 6 . That officials of the City are hereby authorized to take such further action as may be necessary to carry out the intent and purpose of the Memorandum of Agreement. Section 7 . All Resolutions and Orders or parts thereof , in conflict herewith are , to the extent of such conflict , hereby repealed , and this Resolution shall be in full force and effect immediately upon its adoption . Adopted and approved , September 13 , 1982. City of Waterloo , Iow (SEAL) �.--�'r�2`. 1 , ---i Jack L. Roehr , M yor Pro Tem Atte t:z a ry P u ger , Ci_ Clerk * * * * * * * * -7- CLERK'S CERTIFICATE I , Larry P. Burger , being first duly sworn do hereby depose and certify that I am the duly appointed , qualified , and acting City Clerk of the City of Waterloo , in the County of Black Hawk, State of Iowa; that as such I have in my possession , or have access to , the complete corporate records of said City and of its Council and officers; that I have carefully compared the transcript hereto attached with the aforesaid corporate records; and that said transcript hereto attached is a true , correct and complete copy of all the corporate records showing the action taken by the City Council of said City at a meeting open to the public on September 13 , 1982 , regarding the issuance of not to exceed $750 ,000 aggregate principal amount of Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) of the City of Waterloo , Iowa , directing publication of notice of intention to issue , calling a public hearing on the proposal to issue said Bonds and authorizing execution of a Memorandum of Agreement; that said proceedings remain in full force and effect and have not been amended or rescinded in any way; that said meeting and all action thereat was duly and publicly held , with members of the public in attendance , in accordance with a notice of meeting and tentative agenda , a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 28A, Iowa Code , and upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law. Witness my hand and the Corporate Seal of said City hereto affixed this day of September , 1982. (SEAL) ry P rger , y Clerk State of Iowa ) SS. : County of Black Hawk Subscribed and sworn to before me this day, the date last above written. /�� • (/ , Notary Public in and for the (SEAL) State of Iowa -8- (This Notice to be Posted ) NOTICE AND CALL OF COUNCIL MEETING Governmental Body: The City Council of Waterloo , Iowa . Date of Meeting : September 13 , 1982 Time of Meeting : 7: 00 P.M. Place of Meeting : Council Chambers City Hall Waterloo , Iowa PUBLIC NOTICE IS HEREBY GIVEN that the above-mentioned governmental body will meet at the date , time and place above set out. The tentative agenda for said meeting is as follows : 1 . Resolution Regarding the Issuance of Not To Exceed $750 , 000 Aggregate Principal Amount of Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) of the City of Waterloo , Iowa , Directing Publication of Notice of Intention to Issue , Calling a Public Hearing on the Proposal to Issue Said Bonds and Authorizing Execution of a Memorandum of Agreement. 2 . Such additional matters as are set forth on the additional page(s) attached hereto (attach copy of agenda) . This notice is given at the direction of the Mayor , pur- suant to Chapter 28A, Iowa Code , as amended , and the local rules of said governmental body. Lar P.�'�L r er , Cle of the ity Waterloo owa -9- RESOLUTION NO. 1982-426 A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $750 , 000 IN AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION PROJECT) OF THE CITY OF WATERLOO, IOWA, DIRECTING PUBLICATION OF NOTICE OF INTENTION TO ISSUE , CALLING A PUBLIC HEARING ON THE PROPOSAL TO ISSUE SAID BONDS AND AUTHORIZING EXECUTION OF A MEMORANDUM OF AGREEMENT. WHEREAS, the City of Waterloo , Iowa (hereinafter referred to as the "City" ) is a municipal corporation organized and existing under the Constitution and laws of the State of Iowa , and is authorized and empowered by Chapter 419 of the Code of Iowa (hereinafter referred to as the "Act" ) , to issue Industrial Development Revenue Bonds , and loan the proceeds from the sale of said Bonds to one or more parties to be used to defray all or a portion of the cost of acquiring , constructing , improving and equipping land , buildings and improvements suitable for the use of a commercial enterprise or nonprofit organization which the City finds is consistent with the urban renewal plan adopted by the City , pursuant to the Act and Chapter 403, Code of Iowa; and WHEREAS , the City has been requested by Waterloo Industrial Development Association , an Iowa nonprofit corporation (hereinafter referred to as the "Company" ) , to authorize and issue its Industrial Development Revenue Bonds ( the "Bonds" ) pursuant to the provisions of the Act for the purpose of financing all or a portion of the cost of acquiring , constructing and equipping a facility to be suitable for use as a multi-purpose building to be leased to the First Judicial District Department of Correctional Services for use as a residential correctional facility and general office building (hereinafter referred to as the "Project" ) ; and WHEREAS , said Project is located within the area of and is consistent with and authorized by the City' s Downtown Waterloo Urban Renewal and Revitalization Plan , adopted by the City , and will promote urban renewal , rehabilitation and redevelopment of the City, will eliminate blighted areas , and will provide employment opportunities for residents of the City and the surrounding area; will enhance the tax base of the City and overlapping taxing jurisdictions and will provide and induce other public benefits which will add to the welfare and prosperity of the City and its inhabitants ; and -3- WHEREAS the City has determined that the amount necessary to defray all or a portion of the cost of acquisition , con- struction , improving and equipping the Project , including necessary expenses incidental thereto , will require the issuance by the City of not to exceed $750 , 000 aggregate principal amount of its Industrial Development Revenue Bonds pursuant to the provisions of the Act , and it is proposed that the City loan said amount to Company under a Loan Agreement between the City and Company pursuant to which loan payments will be made by the Company in amounts sufficient to pay the principal of and interest and premium , if any, on said Bonds , as and when the same shall be due ; and WHEREAS , the Bonds , if issued , shall be limited obligations of the City, and shall not constitute nor give rise to a pecu- niary liability of the City or a charge against its general credit or taxing powers , and the principal of , interest and premium , if any , on the Bonds shall be payable solely out of the revenues derived from the Project to be financed by the Bonds; and WHEREAS, regulations promulgated under Section 103 of the Internal Revenue Code of 1954 , as amended , may require that the Issuer of such Bonds adopt a Resolution with respect to such Bonds or take "some other similar official action" toward the issuance of such Bonds prior to the commencement of construc- tion or acquisition relating to the proposed Project , and it is intended that this Resolution shall constitute "some other similar official action" toward the issuance of the Bonds within the meaning of said federal income tax regulations ; and WHEREAS, there has been presented to the Council a Memo- randum of Agreement , attached hereto as Exhibit "A" which sets forth certain mutual undertakings and agreements between the City and Company, relating to the further processing and issu- ance of said Bonds , and the City believes it desirable and in its best interest that said Memorandum of Agreement be executed for and on behalf of the City; and WHEREAS , before the Bonds may be issued , it is necessary to conduct a public hearing on the proposal to issue the Bonds , all as required and provided by Section 419. 9 of the Act . NOW, THEREFORE, Be It and It Is Hereby Resolved by the City Council of the City of Waterloo , Iowa , as follows : Section 1. A public hearing shall be conducted on October 4 , 1982 , at 7 : 00 o' clock P.M. , before this City Council in the Council Chambers at City Hall in the City of Waterloo , -4- Iowa , on the proposal to issue not to exceed $750 ,000 aggregate principal amount of the City' s Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) for the purpose of defraying all or a portion of the cost of acquiring , constructing , improving and equipping the Project , including necessary expenses incidental thereto , and all local residents who appear at said hearing shall be given an opportunity to express their views for or against the proposal to issue such Bonds; and at said hearing , or any adjournment thereof , this City Council shall adopt a resolution determining whether or not to proceed with the issuance of said Bonds . Section 2 . The City Clerk of the City is hereby directed to publish one time , not less than fifteen (15 ) days prior to the date fixed for said hearing , in The Waterloo Courier , a legal newspaper published and having a general circulation within the City , a Notice of Intention to issue said Bonds in substantially the following form: -5- NOTICE OF PUBLIC HEARING OF INTENTION TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS (WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION PROJECT) Notice is hereby given that a public hearing will be conducted before the Council of the City of Waterloo, Iowa , in the Council Chambers at the City Hall in Waterloo , Iowa , at 7 : 00 o'clock P.M. , on October 4 , 1982 , on the proposal to issue not to exceed $750, 000 principal amount of the City' s Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) pursuant to the provisions of Chapter 419 of the Code of Iowa , for the purpose of defraying all or a por- tion of the cost of acquiring , constructing and equipping a multi-purpose facility consisting of a residential correctional facility and general office building , all to be suitable for the use of a commercial enterprise or nonprofit organization , and to be located within the area of and consistent with the City' s Downtown Waterloo Urban Renewal and Revitalization Plan. the proposed facility will be owned by Waterloo Industrial Development Association, an Iowa nonprofit corporation and leased to The First Judicial District Department of Correctional Services . It is contemplated that a Loan Agreement will be entered into between the City and Waterloo Industrial Development Association , under which the City would loan to said Company the proceeds from the sale of the Bonds in return for loan payments from the Company sufficient to pay the principal of , interest and premium, if any, on such Bonds as the same shall fall due . Such Bonds , if issued , and the interest thereon will be payable solely out of the revenues derived from the said Loan Agreement and shall never constitute an indebtedness of said City within the meaning of any state constitutional provision or statutory limitation , and shall not constitute nor give rise to a pecuniary liability of said City or a charge against its general credit or taxing powers . All local residents who appear at said hearing shall be given an opportunity to express their views for or against the pro- posal to issue said Bonds , and at said hearing , or any adjourn- ment thereof , the Council of said City shall adopt a resolution determining whether or not to proceed with the issuance of said Bonds. By Order of the City Council . (....,,, 7" 7 -7) L ry P. rger , Clerk.. �f the ity)57 . Io '- f -6- Section 3 . The City recognizes that regulations promulgated under Section 103 of the Internal Revenue Code of 1954 , as amended , may require the taking by this City Council of official action or "some other similar official action" , if interest on Industrial Development Revenue Bonds issued by the City and used to acquire , construct , improve and equip such project is to be exempt from federal income taxes . In order to preserve such exemption , this Resolution is intended to constitute solely for federal income tax purposes official action or "some other Simi- lar official action" with respect to the issuance of such Bonds . Section 4 . That in order to assure the acquisition , construction , improvement and equipping of these commercial faci- lities in the City with the resulting public benefits which will flow from the operation thereof , it is deemed necessary and advi- sable that the Memorandum of Agreement , in the form attached hereto as Exhibit "A" , be approved and that the Mayor Pro Tem of the City be and hereby is authorized and directed to execute said Memorandum of Agreement and the City Clerk of the City be and hereby is authorized to attest the same and to affix the seal of the City thereto and said Memorandum of Agreement is hereby made a part of this Resolution . Section 5 . In order that the Project will not be unduly delayed , Company is hereby authorized to make such commitments , expenditures and advances toward payment of the costs of the Project as it considers appropriate , subject to reimbursement from the proceeds of the Bonds when and if delivered , but other- wise without liability on the part of the City. Section 6 . That officials of the City are hereby authorized to take such further action as may be necessary to carry out the intent and purpose of the Memorandum of Agreement. Section 7 . All Resolutions and Orders or parts thereof , in conflict herewith are , to the extent of such conflict , hereby repealed , and this Resolution shall be in full force and effect immediately upon its adoption . Adopted and approved , September 13 , 1982. City of Waterloo , Iowa,. - (SEAL) art__-- J ck L. Roehr , M yor Pro Tem Attest(•.�' e `'"L- ry Burger , i Clerk -7- CLERK'S CERTIFICATE I , Larry P. Burger , being first duly sworn do hereby depose and certify that I am the duly appointed , qualified , and acting City Clerk of the City of Waterloo , in the County of Black Hawk,. State of Iowa ; that as such I have in my possession , or have access to , the complete corporate records of said City and of its Council and officers; that I have carefully compared the transcript hereto attached with the aforesaid corporate records; and that said transcript hereto attached is a true , correct and complete copy of all the corporate records showing the action taken by the City Council of said City at a meeting open to the public on September 13 , 1982 , regarding the issuance of not to exceed $750,000 aggregate principal amount of Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) of the City of Waterloo , Iowa , directing publication of notice of intention to issue , calling a public hearing on the proposal to issue said Bonds and authorizing execution of a Memorandum of Agreement; that said proceedings remain in full force and effect and have not been amended or rescinded in any way; that said meeting and all action thereat was duly and publicly held , with members of the public in attendance , in accordance with a notice of meeting and tentative agenda , a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 28A, Iowa Code , and upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law. Witness my hand and the Corporate Seal of said City hereto affixed this day of September , 1982. (SEAL) ' a y P B rger , Ci Clerk State of Iowa ) r' SS. : County of Black Hawk ) Subscribed and sworn to before me this day, the date last above written. Notary Public in and for the (SEAL) State of Iowa -8- (This Notice to be Posted ) NOTICE AND CALL OF COUNCIL MEETING Governmental Body: The City Council of Waterloo , Iowa . Date of Meeting : September 13 , 1982 Time of Meeting : 7: 00 P.M. Place of Meeting : Council Chambers City Hall Waterloo , Iowa PUBLIC NOTICE IS HEREBY GIVEN that the above-mentioned governmental body will meet at the date , time and place above set out . The tentative agenda for said meeting is as follows : 1 . Resolution Regarding the Issuance of Not To Exceed $750, 000 Aggregate Principal Amount of Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) of the City of Waterloo , Iowa , Directing Publication of Notice of Intention to Issue , Calling a Public Hearing on the Proposal to Issue Said Bonds and Authorizing Execution of a Memorandum of Agreement. 2 . Such additional matters as are set forth on the additional page( s) attached hereto (attach copy of agenda) . This notice is given at the direction of the Mayor , pur- suant to Chapter 28A, Iowa Code , as amended , and the local rules of said governmental body. 49W-1 of the a y P. urger , Cl City. Waterloo Iowa -9- EXHIBIT "A" MEMORANDUM OF AGREEMENT ThIS MEMORANDUM OF AGREEMENT is between the City of Waterloo , in Black Hawk County , Iowa , party of the first part (hereinafter referred to as the "City" ) , and Waterloo Industrial Development Association , an Iowa nonprofit corporation , party of the second part (hereinafter referred to as the "Company" ) . 1 . Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following : ( a) The City is an incorporated municipality of the State of Iowa , authorized and empowered by the provisions of Chapter 419 of the Code of Iowa ( the "Act" ) , to issue Industrial Development Revenue Bonds for the purpose of defraying all or a portion of the cost of acquiring and improving land , buildings and improvements suitable for the use of a commercial enterpri- se or nonprofit organization which the City Council , as the governing body , finds is consistent with an urban renewal plan , adopted by the City , pursuant to the Act and Chapter 403 , Code of Iowa; and (b) The City has adopted its Downtown Waterloo Urban Renewal and Revitalization Plan , and in furtherance of efforts to rehabilitate and redevelop the designated Urban Renewal Area , the City proposes to issue its Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) (the "Bonds" ) and to loan to the Company the proceeds from the sale of said Bonds to enable the Company to finance the cost of acquiring , constructing and equipping a facility to be suitable for use as a multi-purpose building to be leased to the First Judicial District Department of Correctional Services for use as a residential correctional facility and general office building (herein referred to as the "Project" ) ; and ( c) It is considered essential that acquisition and installation related to the Project commence at the earliest practicable date , and that orders be placed for acquiring the necessary improvements and equipment . However , before com- mencing the Project , the Company desires satisfactory assuran- ces from the City that the proceeds from the sale of the City' s Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project) will be available in an amount sufficient to finance all or a portion of the cost of the Project , which cost , including expenses relating to the issuance of the Bonds , is presently estimated not to exceed $750 , 000 . -1- (d) Representatives of the City have indicated the will- ingness of the City to proceed with and effect such financing as an inducement to the Company to locate the Project in the City and the City has advised the Company that, subject to due compliance with all requirements of law and the obtaining of all necessary consents and approvals and to the happening of all acts , conditions and things required to exist , happen and be performed precedent to and in connection with such financing in due time , form and manner as required by law, the City, by virtue of such statutory authority as may now exist or may hereafter be conferred , will issue and sell its Bonds in an amount sufficient to finance all or a portion of the cost of the Project . (e) The City considers that the undertaking of the Project will promote urban renewal , rehabilitation and redevelopment of the City, will eliminate blighted areas , and will provide em- ployment opportunities for the inhabitants of the City, enhance the tax base of the City and overlapping taxing jurisdictions , increase the City' s commerce and add to the welfare and pro- sperity of the City and that of its inhabitants . 2 . Undertakings on the Part of the City. The City agrees, as follows : (a) That it will authorize , or cause to be authorized , the issuance and sale of its Bonds pursuant to the terms of the Act as then in force , in an aggregate principal amount presently estimated not to exceed $750,000. (b) That it will cooperate with Company to sell the Bonds upon mutually agreeable terms , and it will adopt , or cause to be adopted , such proceedings and authorize the execution of such documents as may be necessary or advisable for the autho- rization , issuance and sale of the Bonds and the financing of the Project as aforesaid , and the entering into a Loan Agree- ment with the Company with respect to the Project, all as shall be authorized by law and mutually satisfactory to the City and the Company. (c) That the aggregate basic payments ( i .e . the payments to be used to pay the principal of , premium, if any, and interest on the Bonds) payable under the Loan Agreement shall be such sums as shall be sufficient to pay the principal of , interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable . -2- (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to imple- ment the aforesaid undertakings or as it may deem appropriate in pursuance thereof . 3 . Undertakings on the Part of the Company. The Company covenants and agrees as follows : ( a) That it will cooperate with the City to sell the Bonds in an aggregate principal amount as above stated; provided , however , that the terms of the Bonds and of the sale and deli- very thereof shall be mutually satisfactory to the City and the Company. (b) That it has not , prior to the execution of this agree- ment and the taking of "official action" toward the issuance of the Bonds by the City, acquired or commenced construction of the Project , or any part thereof , and has not entered into any contracts or paid or incurred any costs related thereto , which will be paid or reimbursed from the proceeds of the Bonds , when and if issued . The Company does , however , represent that it now intends to enter into a contract or contracts for the acquisition , construction , improvement and equipping of the Project and take , with reasonable diligence , the other neces- sary steps toward the realization of the Project. ( c) That contemporaneously with the sale of the Bonds it will execute a Loan Agreement with the City under the terms of which the Company will obligate itself to pay to the City sums sufficient in the aggregate to pay the principal of , interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable , such instrument to contain other provisions required by law and such other provisions as shall be mutually acceptable to the City and the Company. (d) That it will take such further action and adopt such further proceedings as may be required to implement its afore- said undertakings or as it may deem appropriate in pursuance thereof . 4 . General Provisions . ( a) All commitments of the City under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the condition that on or before October 1 , 1983 (or such other date as shall be mutually satisfactory to the City and the Company) , the City and the Company shall have agreed to mutually accep- table terms for the Bonds and of the sale and delivery thereof , and mutually acceptable terms and conditions of the documents referred to in paragraph 3 and the proceedings referred to in paragraphs 2 and 3 hereof . -3- of t A (b) Whether or not the events set forth in (a) of this paragraph take place within the time set forth or any extension thereof , the Company agrees that it will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City may incur , including but not limited to , legal fees , printing and publication costs and filing fees arising from the execution of this Agreement and the performance , or preparation to perform by the City of its obligations here- under , or done at the request of the Company. (c) All commitments of the City hereof are further subject to the conditions that the City , and its elected and appointed officials , shall in no event incur any liability for any act or omission hereunder , and that the Bonds described herein shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory provision and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers . IN WITNESS WHEREOF the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the day of September , 1982. City of Waterloo , Iowa (Seal ) J C Roehr , a r Pro Tem Attest Lar P. rger ,± ,,4..-x Ci Clerk Waterloo Industrial Development Association (Seal ) Craig Shirey, President Attest: - R. Eugene Meeker , Secretary -4-