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HomeMy WebLinkAbout1982-573-12.28.1982 A Waterloo, Iowa , December 28 , 1982 . The City Council of Waterloo, Iowa , met on the above date at 7 :00 o ' clock P .M. , in open regular session, in the Council : Chambers , City Hall , in Waterloo, Iowa , pursuant to law and the rules of said Council . The meeting was called to order by Leo P . Rooff , Mayor, presiding , and on roll call the following Council Members were present : Getty, Penaluna, Wilharm, Roehr, Burton, Bowers Absent : Dowie * * * * * * * * -1- Matters were discussed relative to final authorization and issuance of $750 ,000 in aggregate principal amount of the City' s Industrial Development Revenue Bonds (Waterloo - Industrial Development Association Project ) Series 1982 . Following a report on the proposed Project by representatives of said Company and a discussion of the Bond issue , Council Member Roehr 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, Penaluna, Wilharm, Roehr, Burton, Bowers Absent: Dowie NAYS: The Resolution was thereupon signed by the Mayor 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. 1922_573 RESOLUTION AUTHORIZING THE ISSUANCE OF $750 ,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF WATERLOO, IOWA, INDUSTRIAL DEVELOPMENT REVENUE BONDS (WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION PROJECT) SERIES 1982 , WITH THE PROCEEDS FROM THE SALE OF THE BONDS TO BE LOANED TO WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION, FOR THE PURPOSE 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; THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT AND ASSIGNMENT TO SECURE SAID BONDS ; THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY AND WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION; THE ASSIGNMENT BY THE CITY TO THE ORIGINAL PURCHASER OF THE RIGHTS AND INTEREST OF THE CITY IN AND TO SAID LOAN AGREEMENT; THE SALE OF SAID BONDS ; AND RELATED MATTERS. WHEREAS , the City of Waterloo, Iowa ( the "City" ) proposes to issue its Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project ) Series 1982 , in the aggregate principal amount of $750 ,000 ( the "Bonds" ) with the proceeds from the sale of the Bonds to be loaned by the City to Waterloo Industrial Development Association, a corporation organized and existing under the laws of the State of Iowa ( the "Company" ) , for the purpose of financing 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 ( the "Project" ) , the Project to be owned by Company, with the financing of the Project to be undertaken in accordance with the provisions of Chapter 419 of the Code of Iowa (the "Act" ) and Chapter 403 of the Code of Iowa ; and WHEREAS, the City Council of the City has determined the Project is located within the area of and is consistent with and authorized by the City ' s Downtown Waterloo Urban Renewal and Revitalization Plan (the "Urban Renewal Plan" ) adopted by the City pursuant to Chapter 403 , Code of Iowa , and there is a public need in the City and its surrounding environs for imple- mentation of said Urban Renewal Plan, which will promote urban renewal , rehabilitation and redevelopment of the City, will eliminate blighted areas within the City and promote employment opportunities for residents of the City and the surrounding area ; and -3- WHEREAS, the Bonds are to be issued pursuant to provisions of this Resolution and a Bond Purchase Agreement and Assignment ( the "Bond Purchase Agreement" ) dated as of December 1 , 1982 , between the City and The National Bank of Waterloo, as Original Purchaser thereunder (the "Original Purchaser" ) ; and WHEREAS , the proceeds from the sale of the Bonds are to be _ loaned by the City to the Company pursuant to provisions of a Loan Agreement ( the "Loan Agreement" ) dated as of December 1 , 1982 , between the City and the Company; and WHEREAS, the rights and interest of the City in and to the Loan Agreement will be assigned by the City to the Original Purchaser pursuant to the Bond Purchase Agreement; and WHEREAS , pursuant to published notice of intention this City Council has conducted a public hearing , as required by Section 419 .9 of the Act , and this City Council has deemed it to be in the best interests of the City that the Bonds be. issued as proposed ; and WHEREAS , pursuant to the Bond Purchase Agreement the City has arranged for the sale of the Bonds to The National Bank of Waterloo as the "Original Purchaser" of the Bonds ; and WHEREAS , there has been presented to this meeting the following documents, which the City proposes to enter into: 1 . The form of Loan Agreement; and 2 . The form of Bond Purchase Agreement; 3 . The form of an Inducement and Indemnity Letter dated December 28 , 1982 ( the "Inducement Letter" ) to the Original Purchaser and the City from the Company; and 4 . The form of the Bonds , as set forth in the Bond Purchase Agreement . WHEREAS, it appears that each of the instruments above referred to , which are now before each of the Council Members of the City Council , is in appropriate form and is an appro- priate instrument for the purposes intended; NOW, THEREFORE, Be It Resolved by the City Council of the City of Waterloo, Iowa , as follows : -4- Section 1 . That the City finance the cost of acquiring , constructing , improving and equipping a commercial enterprise located within the area of and consistent with the Urban Renewal Plan of the City, consisting 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 (the "Project" ) , by issuing the Bonds and loaning the proceeds of the sale of the Bonds to Company. Section 2 . That in order to finance the cost of the Project , the issuance of the Bonds in the aggregate principal amount of $750 ,000 maturing on such dates, in such amounts and bearing rates of interest as set forth in the Bond Purchase Agreement , in substantially the form and content set forth in the Bond Purchase Agreement now before this meeting , subject to appropriate insertion and revision in order to comply with pro- visions of the Bond Purchase Agreement, be and the same hereby are in all respects authorized , approved and confirmed , and the form and content of the Bonds set forth in the Bond Purchase Agreement now before this meeting be and the same hereby are in all respects authorized , approved and confirmed , and the Mayor and the City Clerk be and they hereby are authorized , empowered and directed to execute, whether by manual or facsimile signa- tures, impress the official seal of the City (or cause to have printed a facsimile thereof ) thereon and deliver for and on behalf of the City the Bonds to the Original Purchaser, and the provisions of the Bond Purchase Agreement with respect to the Bonds ( including without limitation the maturity dates, rates of interest and redemption provisions ) be and the same hereby are authorized , approved and confirmed and are incorporated herein by reference . Section 3 . That the City loan to Company the proceeds from the sale of the Bonds pursuant to the Loan Agreement, which provides for repayment by Company of such loan in an amount equal to principal of , premium, if any, and interest on the Bonds when and as due , and the form and content of the Loan Agreement , the provisions of which are incorporated herein by reference, be and the same hereby are in all respects autho- rized , approved and confirmed and the Mayor and the City Clerk be and they hereby are authorized , empowered and directed to execute , attest , seal and deliver the Loan Agreement prior to or simultaneously with the issuance of the Bonds for and on behalf of the City, including necessary counterparts in substantially the form and content now before this meeting but with such changes, modifications, additions or deletions therein as shall to them seem necessary, desirable or appro- priate , their execution thereof to constitute conclusive evi- dence of their approval of any and all changes, modifications, -5- additions or deletions therein from the form and content of the Loan Agreement now before this meeting , and that from and after the execution and delivery of the Loan Agreement, the Mayor and the City Clerk are hereby authorized , empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions -of the Loan Agreement as executed . Section 4 . That The National Bank of Waterloo, is hereby appointed agent and depository for the City ( solely for purposes of the Bonds and related matters ) under the Bond Purchase Agreement and the form and content of the Bond Purchase Agreement , the provisions of which are incorporated herein by reference , and the assignment of the City ' s rights and interest in and to the Loan Agreement (with certain exceptions as stated in the Bond Purchase Agreement ) , be and the same hereby are in all respects authorized , approved and confirmed , and the Mayor and the City Clerk be and they hereby are authorized , empowered and directed to execute, attest, seal and deliver the Bond Purchase Agreement for and on behalf of the City to the Original Purchaser for the security of the Bonds and the interest thereon, including necessary counterparts in substantially the form and content now before this meeting but with such changes, modifications, additions and deletions therein as shall to them seem necessary, desirable or appropriate , their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions therein from the form and content of the Bond Purchase Agreement now before this meeting , and that from and after the execution and delivery of the Bond Purchase Agreement, the Mayor and the City Clerk are hereby authorized , empowered , and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Bond Purchase Agreement . Section 5 . That the sale of the Bonds to the Original Purchaser at the purchase price of 1000 of the par value thereof subject to the terms and conditions set forth in the Bond Purchase Agreement, is hereby authorized , approved and confirmed . Section 6 . That the form and content of the Inducement Letter be and the same hereby are authorized , approved and con- firmed and the Mayor be , and he hereby is, authorized , empowered and directed to accept the Inducement Letter for and on behalf of the City by execution thereof, including necessary counterparts in the form and content now before this meeting , and that from and after the execution and delivery of the Inducement Letter, the Mayor and the City Clerk are hereby authorized , empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Inducement Letter as executed . -6- Section 7 . That the Mayor and the City Clerk of the City be and they hereby are authorized to execute and deliver for and on behalf of the City any and all additional certificates, documents, opinions or other papers and perform all other acts ( including without limitation the filing of any financing sta- tements or any other documents to create and maintain a : security interest on the properties and revenues pledged or _assigned under the Bond Purchase Agreement and the Loan Agreement and the execution of all closing documents as may be required by Messrs . Ahlers , Cooney, Dorweiler, Haynie & Smith, as Bond Counsel , and the acceptance of any documentation evi- dencing indemnification of the City by Company in connection with the transactions contemplated hereby) as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 8 . That the Loan Agreement requires Company in each year to pay amounts as Loan Payments sufficient to pay the principal of , premium, if any, and interest on the Bonds when and as due , and the payment of such amounts by Company to the Trustee pursuant to the Loan Agreement is hereby authorized , approved and confirmed . Section 9 . That the Bonds are limited obligations of the City, payable solely out of the Loan Payments required to be paid by Company pursuant to and in accordance with provisions of the Loan Agreement and as provided in the Bond Purchase Agreement , and are secured pursuant to and in accordance with provisions of the Bond Purchase Agreement. The Bonds and interest thereon shall never constitute an indebtedness of the City, within the meaning of any state constitutional provision or statutory limitation, and shall not give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers . Section 10 . That the provisions of this Resolution are hereby to be separable and if any section, phrase or provision shall for any reason be declared to be invalid , such declara- tion shall not affect the validity of the remainder of the sections, phrases or provisions . Section 11 . All Resolutions and Orders or parts thereof , in conflict herewith are , to the extent of such conflict, -7- . hereby repealed and this Resolution shall be in full force and effect immediately upon its adoption. Adopted and approved this 28th day of December, 1982 . City of Waterloo, Iowa (Seal ) .-` e_e P , t-t Leo P . Roof f, M y r Attest : ip a ry p, ' urge , C.i y L Clerk -8- 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 ; 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 December 28 , 1982 , for the purpose of considering a Resolution authorizing the issuance of $750 ,000 aggregate principal amount of Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project ) Series 1982 , of the City of Waterloo, Iowa , the execution and delivery of a Bond Purchase Agreement and Assignment, the execution and delivery of a Loan Agreement between the City and Waterloo Industrial Development Association, the Assignment by the City of the rights and interest of the City in and to said Loan Agreement , the sale of said Bonds , and related matters ; 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 28th day of December, 1982 . / ( SEAL) arr P. rger, Cit Clerk State of Iowa ) , SS. : County of Black Hawk Subsr;ribed and sworn to before me this day, the date last above written. 011 0--) (A-4-4L-t-LJ Notary Public in and for the ( SEAL) State of Iowa -9- (This Notice to be Posted ) NOTICE AND CALL OF COUNCIL MEETING Governmental Body: The City Council of Waterloo, Iowa . _ Date of Meeting : December 28 , 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 Authorizing the Issuance of $750 ,000 in Aggregate Principal Amount of the City of Waterloo, Iowa , Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project ) Series 1982 , With the Proceeds from the Sale of the Bonds to be Loaned to Waterloo Industrial Development Association , for the Purpose of Financing 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 ; the Execution and Delivery of a Bond Purchase Agreement and Assignment to Secure said Bonds ; the Execution and Delivery of a Loan Agreement Between the City and Waterloo Industrial. Development Association; the Assignment by the City to the Original Purchaser of the Rights and Interest of the City in and to Said Loan Agreement; the Sale of Said Bonds ; and Related Matters . 2 . Such additional matters as are set forth on the addi- tional 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. v--''---/ L ry P Bur er, C rk of the Ci f Watery , Iowa -10- U RESOLUTION NO. 1982-573 RESOLUTION AUTHORIZING THE ISSUANCE OF $750,000 IN ' / -'a AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF WATERLOO, IOWA, INDUSTRIAL DEVELOPMENT REVENUE BONDS (WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION PROJECT) SERIES 1982 , r WITH THE PROCEEDS FROM THE SALE OF THE BONDS TO BE u LOANED TO WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION, FOR THE PURPOSE OF ACQUIRING, CONSTRUCTING AND EQUIPPING r�s 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; THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT AND ASSIGNMENT TO SECURE SAID BONDS; THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY AND WATERLOO INDUSTRIAL DEVELOPMENT ASSOCIATION; THE ASSIGNMENT BY THE CITY TO THE ORIGINAL PURCHASER OF THE RIGHTS AND INTEREST OF THE CITY IN AND TO SAID LOAN AGREEMENT; THE SALE OF SAID BONDS ; AND RELATED MATTERS. WHEREAS , the City of Waterloo, Iowa (the "City") proposes to issue its Industrial Development Revenue Bonds (Waterloo Industrial Development Association Project ) Series 1982 , in the aggregate principal amount of $750 ,000 (the "Bonds" ) with the proceeds from the sale of the Bonds to be loaned by the City to Waterloo Industrial Development Association, a corporation organized and existing under the laws of the State of Iowa (the "Company" ) , for the purpose of financing 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 ( the "Project" ) , the Project to be owned by Company, with the financing of the Project to be undertaken in accordance with the provisions of Chapter 419 of the Code of Iowa (the "Act" ) and Chapter 403 of the Code of Iowa ; and WHEREAS, the City Council of the City has determined the Project is located within the area of and is consistent with and authorized by the City' s Downtown Waterloo Urban Renewal and Revitalization Plan (the "Urban Renewal Plan" ) adopted by the City pursuant to Chapter 403 , Code of Iowa , and there is a public need in the City and its surrounding environs for imple- mentation of said Urban Renewal Plan, which will promote urban renewal , rehabilitation and redevelopment of the City, will eliminate blighted areas within the City and promote employment opportunities for residents of the City and the surrounding area; and —3— WHEREAS► the Bonds are to be issued pursuant to provisions of this Resolution and a Bond Purchase Agreement and Assignment ( the "Bond Purchase Agreement" ) dated as of December 1 , 1982 , between the City and The National Bank of Waterloo, as Original Purchaser thereunder (the "Original Purchaser" ) ; and • WHEREAS, the proceeds from the sale of the Bonds are to be loaned by the City to the Company pursuant to provisions of , a Loan Agreement (the "Loan Agreement" ) dated as of December 1 , 1982 , between the City and the Company; and WHEREAS, the rights and interest of the City in and to the Loan Agreement will be assigned by the City to the Original Purchaser pursuant to the Bond Purchase Agreement; and WHEREAS, pursuant to published notice of intention this City Council has conducted a public hearing , as required by Section 419 .9 of the Act , and this City Council has deemed it to be in the best interests of the City that the Bonds be issued as proposed; and WHEREAS, pursuant to the Bond Purchase Agreement the City has arranged for the sale of the Bonds to The National Bank of Waterloo as the "Original Purchaser" of the Bonds ; and WHEREAS, there has been presented to this meeting the following documents, which the City proposes to enter into: 1 . The form of Loan Agreement; and 2 . The form of Bond Purchase Agreement; 3 . The form of an Inducement and Indemnity Letter dated December 28 , 1982 ( the "Inducement Letter" ) to the Original Purchaser and the City from the Company; and 4 . The form of the Bonds, as set forth in the Bond Purchase Agreement . WHEREAS , it appears that each of the instruments above referred to , which are now before each of the Council Members of the City Council , is in appropriate form and is an appro- priate instrument for the purposes intended; NOW, THEREFORE, Be It Resolved by the City Council of the City of Waterloo, Iowa , as follows : -4- Section 1 . That the City finance the cost of acquiring , constructing , improving and equipping a commercial enterprise located within the area of and consistent with the Urban Renewal Plan of the City, consisting 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 (the "Project" ) , by issuing the Bonds and loaning the proceeds of the sale of the Bonds to Company. Section 2 . That in order to finance the cost of the Project , the issuance of the Bonds in the aggregate principal amount of $750 ,000 maturing on such dates, in such amounts and bearing rates of interest as set forth in the Bond Purchase Agreement, in substantially the form and content set forth in the Bond Purchase Agreement now before this meeting , subject to appropriate insertion and revision in order to comply with pro- visions of the Bond Purchase Agreement, be and the same hereby are in all respects authorized , approved and confirmed , and the form and content of the Bonds set forth in the Bond Purchase Agreement now before this meeting be and the same hereby are in all respects authorized , approved and confirmed , and the Mayor and the City Clerk be and they hereby are authorized , empowered and directed to execute, whether by manual or facsimile signa- tures , impress the official seal of the City (or cause to have printed a facsimile thereof ) thereon and deliver for and on behalf of the City the Bonds to the Original Purchaser, and the provisions of the Bond Purchase Agreement with respect to the Bonds ( including without limitation the maturity dates, rates of interest and redemption provisions ) be and the same hereby are authorized , approved and confirmed and are incorporated herein by reference . Section 3 . That the City loan to Company the proceeds from the sale of the Bonds pursuant to the Loan Agreement, which provides for repayment by Company of such loan in an amount equal to principal of , premium, if any, and interest on the Bonds when and as due , and the form and content of the Loan Agreement , the provisions of which are incorporated herein by reference , be and the same hereby are in all respects autho- rized , approved and confirmed and the Mayor and the City Clerk be and they hereby are authorized , empowered and directed to execute , attest, seal and deliver the Loan Agreement prior to or simultaneously with the issuance of the Bonds for and on behalf of the City, including necessary counterparts in substantially the form and content now before this meeting but with such changes, modifications, additions or deletions therein as shall to them seem necessary, desirable or appro- priate , their execution thereof to constitute conclusive evi- dence of their approval of any and all changes, modifications, -5- additions or deletions therein from the form and content of the Loan Agreement now before this meeting , and that from and after the execution and delivery of the Loan Agreement, the Mayor and the City Clerk are hereby authorized , empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions :of the Loan Agreement as executed . Section 4 . That The National Bank of Waterloo, is hereby appointed agent and depository for the City (solely for purposes of the Bonds and related matters ) under the Bond Purchase Agreement and the form and content of the Bond Purchase Agreement , the provisions of which are incorporated herein by reference , and the assignment of the City' s rights and interest in and to the Loan Agreement (with certain exceptions as stated in the Bond Purchase Agreement ) , be and the same hereby are in all respects authorized , approved and confirmed , and the Mayor and the City Clerk be and they hereby are authorized , empowered and directed to execute, attest, seal and deliver the. Bond Purchase Agreement for and on behalf of the City to the Original Purchaser for the security of the Bonds and the interest thereon, including necessary counterparts in substantially the form and content now before this meeting but with such changes, modifications, additions and deletions therein as shall to them seem necessary, desirable or appropriate , their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications , additions or deletions therein from the form and content of the Bond Purchase Agreement now before this meeting , and that from and after the execution and delivery of the Bond Purchase Agreement , the Mayor and the City Clerk are hereby authorized , empowered , and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Bond Purchase Agreement . Section 5 . That the sale of the Bonds to the Original Purchaser at the purchase price of 100% of the par value thereof subject to the terms and conditions set forth in the Bond Purchase Agreement, is hereby authorized , approved and co-firmed . Section 6 . That the form and content of the Inducement Letter be and the same hereby are authorized , approved and con- firmed and the Mayor be , and he hereby is, authorized , empowered and directed to accept the Inducement Letter for and on behalf of the City by execution thereof , including necessary counterparts in the form and content now before this meeting , and that from and after the execution and delivery of the Inducement Letter, the Mayor and the City Clerk are hereby authorized , empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Inducement Letter as executed . -6- Section 7 . That the Mayor and the City Clerk of the City be and they hereby are authorized to execute and deliver for and on behalf of the City any and all additional certificates, documents, opinions or other papers and perform all other acts ( including without limitation the filing of any financing sta- _ tements or any other documents to create and maintain a :security interest on the properties and revenues pledged or _assigned under the Bond Purchase Agreement and the Loan ;Agreement and the execution of all closing documents as may be required by Messrs . Ahlers, Cooney, Dorweiler, Haynie & Smith, as Bond Counsel , and the acceptance of any documentation evi- dencing indemnification of the City by Company in connection with the transactions contemplated hereby) as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 8 . That the Loan Agreement requires Company in each year to pay amounts as Loan Payments sufficient to pay the principal of , premium, if any, and interest on the Bonds when and as due , and the payment of such amounts by Company to the Trustee pursuant to the Loan Agreement is hereby authorized , approved and confirmed . Section 9 . That the Bonds are limited obligations of the City, payable solely out of the Loan Payments required to be paid by Company pursuant to and in accordance with provisions of the Loan Agreement and as provided in the Bond Purchase Agreement , and are secured pursuant to and in accordance with provisions of the Bond Purchase Agreement. The Bonds and interest thereon shall never constitute an indebtedness of the City, within the meaning of any state constitutional provision or statutory limitation , and shall not give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers . Section 10 . That the provisions of this Resolution are hereby to be separable and if any section, phrase or provision shall for any reason be declared to be invalid , such declara- tion shall not affect the validity of the remainder of the sections , phrases or provisions . Section 11 . All Resolutions and Orders or parts thereof , -in conflict herewith are , to the extent of such conflict , -7- hereby repealed and this Resolution shall be in full force and effect immediately upon its adoption. Adopted and approved this 28th day of December, 1982 . City of Waterloo, Iowa ( Seal ) Leo P. Rooff, MaybrO Attest : La ry P. Burger, ity Clerk -8-