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HomeMy WebLinkAbout1982-335-07.26.1982 Waterloo, Iowa July 26, 1982 The City Council of the City of Waterloo, Iowa met in regular session at 7:00 o'clock P.M. at their regular meeting place in said City. The meeting was called to order and there were present Leo P. Rooff, Mayor, in the chair, and the following named Councilmen: Wilharm, Roehr , Penaluna, Getty, Bowers and Burton. Absent: Dowie * * * * * * * * Councilman Penaluna introduced and caused to be read Reso- lution No. 1982-335 entitled, "A Resolution Authorizing the Execution of a Memorandum of Agreement by and,between the City of Waterloo, Iowa and Swisher and Cohrt Building Partnership, a partnership composed of Charles F. Swisher, Eldon R. McCann, W. David Tyler, Jay P. Roberts, Steven A. Weidner, Larry J. Cohrt, J. Douglas Oberman, Stephen J. Powell and Jim D. DeKoster, regarding the issuance of Urban Revitalization Area Revenue Bonds" , and moved its adoption; seconded by Councilman Getty . After due consideration of said resolution by the City Council , the Mayor put the question on the motion and upon the roll being called the following named Councilmen voted: Aye: Wilharm, Roehr, Penaluna, Getty, Bowers and Burton Absent : Dowie Nay: None Whereupon, the Mayor declared said resolution duly adoptedid, signed his approval thereto. * * * * * * * * Upon motion and vote the meeting adjourned. Mayor, „, _ Attest: Leo P. off ity Cl rk , Larry rger RESOLUTION NO. 1982-335 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY OF WATERLOO, AND SWISHER AND COHRT BUILDING PARTNERSHIP, A PARTNERSHIP COMPOSED OF CHARLES F. SWISHER, ELDON R. MC CANN, W. DAVID TYLER, JAY P. ROBERTS, STEVEN A. WEIDNER, LARRY J. COHRT, J. DOUGLAS OBERMAN, STEPHEN J. POWELL AND JIM D. DE KOSTER REGARDING THE ISSUANCE OF URBAN REVITALIZATION AREA REVENUE BONDS NOT TO EXCEED $400,000 * * * * * * * * WHEREAS, the City of Waterloo, Iowa (the "City") a municipality of the State of Iowa, is authorized by the laws of the State of Iowa, and specifi- cally Chapter 419, Code of Iowa, 1981 , as supplemented and amended (the "Act") , to acquire, improve and equip all or any part of, or any interest in, land, .buildings or improvements suitable for the use of a commercial enter- prise, i .e, the remodelling of the existing structure located at 528 West 4th Street, Waterloo, Iowa, into an office building for use as a law office located within the Washington Urban Revitalization Area; and WHEREAS, under the Act, the City is authorized to issue its revenue bonds for the purpose of financing the costs of any such project; and WHEREAS, so as to accomplish the purposes of the Act, the City pro- poses to issue one or more issues of Urban Revitalization Area Revenue Bonds pursuant to the provisions of the Act as then in effect to finance the costs of acquiring, improving and equipping certain real estate, buildings and fixtures for use as a commercial enterprise: i.e. the remodelling of the existing structure located at 528 West 4th Street, Waterloo, Iowa, into a law office and parking area (hereinafter referred to collectively as the "Pro- ject") of Swisher and Cohrt Building Partnership, a partnership composed of Charles F. Swisher, Eldon R. McCann, W. David Tyler, Jay P. Roberts , Steven A. Weidner, Larry J. Cohrt, J. Douglas Oberman, Stephen J. Powell and Jim D. DeKoster, (the "Partnership") , an Iowa partnership, located in the City; and WHEREAS, the location of the Project within the City will improve the general welfare of the inhabitants of the City; and -1- WHEREAS, it is deemed necessary and advisable, to promote the general welfare of the inhabitants of the City, that the Project be undertaken at the earliest practicable date, and the Partnership has requested satisfactory assurances from the City that the proceeds of the sale of one or more issues of Urban Revitalization Area Revenue Bonds of the City in an aggregate amount sufficient to finance the Project, currently estimated not to exceed $400,000, will be made available; and WHEREAS, the City deems it necessary and advisable that it take such actions as may be required under the Act as then in effect to authorize and issue one or more issues of Urban Revitalization Area Revenue Bonds to finance the cost of the Project; and WHEREAS, a form of agreement, designated as a "Memorandum of Agree- ment", has been prepared under which the Partnership has stated its willing- ness to arrange for the acquisition, improvement and equipping of the Project and to enter into contracts therefor and, at the time of delivery of .the bonds, to convey, grant or lease the Project and assign such contracts to the City, or agree to complete the acquisition, improvement and equipping of the Project, and to enter into a lease of the Project from the City, or a con- tract to purchase the Project from the City, or a loan agreement with the City with respect to the Project, or any combination of the foregoing, under which the Partnership will be obligated to make periodic payments sufficient to pay the principal of and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable, and if necessary to vest title to the Project in the Partnership, the Partnership shall be obligated to purchase the interest, if any, of the City in the Project for an additional nominal amount and such lease, contract and agreement shall contain such other provisions as may be required by the Act as then in effect and such other provisions as shall be mutually acceptable to the City and the Partnership; -2- WHEREAS, the Project is located within the Washington Urban Revitali- zation Area. NOW, THEREFORE, Be It Resolved by the City Council of the City of Waterloo, Iowa, as follows: Section 1 . That in order to insure the acquisition, improvement and equipping of the Project, with the resulting public benefits which will flow therefrom, it is deemed necessary and advisable that Urban Revitalization Area Revenue Bonds be issued in an amount sufficient to finance the cost of the Project and that the Memorandum of Agreement hereinafter referred to be approved and executed for and on behalf of the City. Section 2. That the Memorandum of Agreement by and between the Partnership and the City, substantially in the form and with the contents set forth in Exhibit A attached hereto, be and the same is hereby approved and authorized. Section 3. That the Mayor is hereby authorized and directed ' to execute and the City Clerk is hereby authorized to attest and to affix the seal of the City to the Memorandum of Agreement substantially in the form and with the contents set forth in Exhibit A attached hereto. Section 4. That the City will issue and sell Urban Revitalization Area Revenue Bonds in an amount sufficient to finance the costs of the Pro- ject subject to the execution of the Memorandum of Agreement herein author- ized and upon the conditions specified in the Memorandum of Agreement. Section 5. That all resolutions and parts thereof in conflict here- with are hereby repealed to the extent of such conflict. Adopted July 26 , 1982. Attest: Mayor, Leo P. off City rk , ar 7. urger -3- EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, Iowa, a municipality of the State of Iowa (hereinafter referred to as the "City") , party of the first part, and Swisher and Cohrt Building Partnership, a partnership composed of Charles F. Swisher, Eldon R. McCann, W. David Tyler, Jay P. Roberts, Steven A. Weidner, Larry J. Cohrt, J. Douglas Oberman, Stephen J. Powell and Jim D. DeKoster, an Iowa partnership (hereinafter referred to as the "Partnership") , party of the second part; 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 authorized by the laws of the State of Iowa, and specifically Chapter 419, Code of Iowa, 1981 , as supplemented and amended (the "Act") , to acquire, improve and equip all or any part of, or any inter- est in, land, buildings or improvements suitable for the' use of a commercial enterprise: i .e. , the remodelling of the existing structure located at 528 West 4th Street, Waterloo, Iowa, into an office building for use as a law office located within the Washington Urban Revitalization Area. (b) Under the Act the City is authorized to issue its revenue bonds for the purpose of financing the costs of any such project. (c) So as to accomplish the purposes of the Act, the City proposes to issue one or more issues of Urban Revitalization Area Revenue Bonds pursuant to the provisions of the Act as then in effect to finance the costs of acquiring, improving and equipping certain real estate, buildings and fix- tures for use as a commercial enterprise: i.e. the remodelling of the exis- ting structure located at 528 West 4th Street, Waterloo, Iowa, into a law office and parking area , (hereinafter referred to collectively as the "Pro- ject") , located in the City, and to lease or sell , or both, the Project to -1- the Partnership, or enter into a loan agreement with the Partnership with respect to the Project, or any combination of the foregoing pursuant to the provisions of the Act as then in effect (any of the foregoing being referred to herein as an "Agreement"). (d) It is deemed necessary and advisable, to accomplish the purposes of the Act, that the Project be undertaken at the earliest practicable date, and the Partnership has requested satisfactory assurances from the City that the proceeds of the sale of one or more issues of Urban Revitalization Area Revenue Bonds of the City will be made available to finance the Project. (e) Representatives of the City have indicated the willingness of the City to proceed with and effect such financing and have advised the Partner- ship 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 precedent to such financing, the City by virtue of the Act or such other statutory authority as may now or hereafter be conferred, will issue and sell one or more issues of its Urban Revitali- zation Area Revenue Bonds in an aggregate amount sufficient to finance the Project. 2. Undertakings on the Part of the City. Subject to the conditions above stated, the City agrees as follows: (a) That it will authorize or cause to be authorized, the issuance and sale of one or more issues of its Urban Revitalization Area Revenue Bonds , in an aggregate principal amount sufficient to finance the cost of the Project. (b) That it will adopt, or cause to be adopted, such proceedings and authorize and direct the execution of such documents and take, or cause to be taken such actions as may be necessary or advisable to effect the authori- -2- zation, issuance and sale of the bonds and the acquiring, improving and equipping of the Project and the entering into and performance of an Agree- ment with the Partnership with respect to the Project all as then shall be authorized by law and mutually satisfactory to the City and the Partnership. (c) That the aggregate periodic payments to be used to pay the principal of, and interest and premium, if any, on the bonds payable under the Agreement with the Partnership shall be such sums as shall be sufficient to pay the principal of and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable, and, if necessary to vest title to the Project in the Partnership, the Partnership shall have an obligation to purchase the interest of the City, if any, in the Project for an additional nominal amount. (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Partnership. Subject to the con- ditions above stated, the Partnership agrees as follows: (a) That it will use all reasonable efforts to find one or more purchasers for the bonds. (b) That it will enter into a contract or contracts for the acquir- ing, improving and equipping of the Project, and at the time of the delivery of the bonds, it will convey, grant or lease the Project and assign such contracts to the City or agree to complete the acquisition, improvement and equipment of the Project. (c) That contemporaneously with the delivery of the bonds, it will enter into an Agreement with the City under the terms of which the Partner- ship will obligate itself to pay sums sufficient in the aggregate to pay the -3- principal of and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable, any such Agreement to contain such other provisions as may be required by the Act as then in effect and such other provisions as shall be mutually acceptable to the City and the Partnership. (d) That it will take such further action and adopt such further proceedings as may be required to implement its aforesaid 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 Partnership under Paragraph 3 hereof are subject to the conditions that, on or before two years from the date hereof (or such other date as shall be mutually satisfactory to the City and the Partnership) , (i) the City and the Partnership shall have agreed to mutually acceptable terms for the bonds and of the sale and delivery thereof, and mutually acceptable terms and con- ditions of the agreement referred to in paragraph 3, (ii) the proceedings referred to in paragraphs 2 and 3 hereof shall have been taken and (iii) all regulatory or other governmental approvals requisite to the execution of such documents and the issuance and sale of the bonds shall have been obtained. (b) If the events set forth in (a) of this paragraph do not take place within the time set forth or any extensions thereof and the bonds are not sold within such time, the Partnership will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City may incur at the Corporation's request arising from the execution of this Memo- randum of Agreement and the performance by the City of its obligations hereunder, and this Memorandum of Agreement shall thereupon terminate. IN WITNESS WHEREOF, the parties hereto have entered into this Memo- randum of Agreement by their officers thereunto duly authorized as of the day of July, 1982. -4- I , Larry P. Burger, being first duly sworn do hereby depose and cer- tify that I am the duly appointed, qualified and acting City Clerk of the City of Waterloo, Iowa; that as such I have in my possession, or have access to, the complete records of the City Council of said City; that I have care- fully 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 of the corporate records showing the action taken by the City Council of said City on July 26, 1982, to authorize the execution of a Memorandum of Agreement by and between said City and Swisher and Cohrt Building Partnership, a partnership composed of Charles F. Swisher, Eldon R. McCann, W. David Tyler, Jay P. Roberts, Steven A. Weidner, Larry J. Cohrt, J. Douglas Oberman, Stephen J. Powell and Jim D. DeKoster, regarding the issu- ance of Urban Revitalization Area Revenue Bonds. WITNESS my hand and the corporate seal of said City hereto affixed at Waterloo, Iowa, this /__...-day of 1982. (SEAL) ity erk Lar P. Burger STATE OF IOWA ) COUNTY OF BLACK HAWK ) ss. Subscribed and sworn to before me this day, the date last above written. Notary Public in an f or t e State of Iowa CITY OF WATERLOO, IOWA c , Mayor Leo P. R f (SEAL) Attest: C' y C rc , Larry P. rger SWISHER & COHRT BUILDING PARTNERSHIP By Its President Attest: Its Secretary -5-