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RESOLUTION NO. 2010-1095
RESOLUTION AUTHORIZING THE EXECUTION OF A
MEMORANDUM OF AGREEMENT RELATING TO THE
ISSUANCE OF NOT TO EXCEED $14,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF MIDWESTERN
DISASTER AREA REVENUE BONDS (NEW EMPIRE, LLC
PROJECT) SERIES 2010, OF CITY OF WATERLOO,
IOWA.
WHEREAS, City of Waterloo, Iowa (hereinafter "Issuer"), is
authorized and empowered by Chapter 419 of the Code of Iowa, as
amended, (hereinafter "Act") to issue revenue bonds or notes 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, and improving land, buildings and
improvements for a "project," as that term is defined in the
Act, specifically including a project which is suitable for use
for a purpose authorized under the Emergency Economic
Stabilization Act of 2008, Pub. L. No. 110-185, within or within
eight (8) miles of Issuer in order to create jobs and employment
opportunities, facilitate recovery from the flooding of 2008 and
to improve the welfare of the residents of the Issuer and of the
State of Iowa; and
WHEREAS, based upon representations of New Empire, LLC,
(hereinafter "Borrower") the Issuer declares (a) that the
Borrower proposes to undertake the Project, and (b) that except
for (i) expenditures aggregating no .more than the lesser of One
Hundred Thousand Dollars ($100,000) or five percent (50) of the
proceeds of the Bonds, (ii) preliminary expenditures (as
described in the Regulations) in an amount not to exceed twenty
percent (200) of the issue price of the Bonds, (iii) other
expenditures made not earlier than sixty (60) days before the
date hereof, (iv) expenditures made within the period of June
13, 2008, to December 31, 2009, no expenditures for the Project
have been made by the Borrower and no expenditures will be made
by the Borrower until after the date hereof, and (c) the
Borrower reasonably expects to reimburse the expenditures made
for costs of the Project with the proceeds of the Bonds. This
Resolution is a declaration of official intent with respect to
the Project as described in the Resolution adopted pursuant to
Section 1.150-2 of the Regulations under the Code.
WHEREAS, in order to assure the acquisition, construction,
and improvement of the Project in the City, and the resulting
public benefits which will flow from the Project, it is deemed
necessary and advisable that the Memorandum of Agreement, in the
form attached hereto as Exhibit "A," incorporated by reference
herein, be approved and that the Mayor or Mayor Pro Tempore of
the City Council be and hereby is authorized and directed to
execute the Memorandum of Agreement and the City Clerk or her
deputy be and hereby is authorized to attest the same and to
affix the seal of the Issuer thereto.
THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WATERLOO, IOWA, that the officials of the Issuer are hereby
authorized to take such further action as may be necessary to
Resolution No. 2010-1095
Page 2
carry out the intent and purpose of the Memorandum of Agreement.
This Resolution shall be in full force and effect immediately
upon its adoption.
PASSED AND ADOPTED this 13th day of December, 2010.
c, �e ek
Ernest G. Clark, Mayor
ATTEST:
Q -- -� �' �;'
Suzy Sc ares, CMC
City Clerk
Resolution No. 2010-1095
Page 3
CITY CLERK'S CERTIFICATE
I, Suzy Schares, do hereby certify that I am the duly
appointed, qualified, and acting City Clerk of City of Waterloo,
Iowa, and that I have in my possession or have access to the
complete corporate records of the City and its City Council and
officers and that I have carefully compared the transcript
hereto attached with the official records and that the attached
transcript is a true, correct and complete copy of all the
corporate records showing action taken by the City Council of
City of Waterloo, Iowa at a meeting open to the public on
December 13, 2010, relating to the issuance of not to exceed
$14,000,000 aggregate principal amount of Midwestern Disaster
Area Revenue Bonds (New Empire, LLC Project) Series 2010, of
City of Waterloo, Iowa, authorizing execution of the Memorandum
of Agreement with New Empire, L.L.C., and that the proceedings
remain in full force and effect and have not been amended and
rescinded in any way; that the meeting and all action thereafter
was duly and publicly held in accordance with the notice of
meeting and tentative agenda as required pursuant to the rules
of the City Council and the provisions of the Code of Iowa.
Witness my hand and seal of office this 13th day of
December, 2010.
SEAL Suzy Sch res, CMC
City Clerk