Loading...
HomeMy WebLinkAbout1989-632-11.20.1989 Waterloo, Iowa, November 20, 1989 . The City Council of Waterloo, Iowa, met on the above date in the Council Chambers,City Hall in Waterloo, Iowa, at 7 : p .m. , in open regular session, pursuant to law and the rules of said City Council. The meeting was called to order by Bernie McKinley, Mayor, presiding, and on roll call the following members of the City Council were present: Sammie Dell Josef Fox Rose Angel Dave Buck Willie Mae Wright Tony Budak Bob Brown Absent: * * * * * * * * -1- Matters were discussed relative to the request from Friends of Faith Retirement Homes, Inc. regarding the issuance of not to exceed $4, 000, 000 in aggregate principal amount of the City' s Health Care Facility Revenue Bonds (Friends of Faith Retirement Homes, Inc. Project) Series 1990. Following an explanation of the proposed Project by representatives of said Company and a discussion of the proposal, Council Member Fox introduced the following Resolution in written form and moved its adoption. Council Member Brown 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: Sammie Dell Josef Fox Rose Angel Dave Buck Willie Mae Wright Tony Budak Bob Brown NAYS: The Resolution was thereupon signed by the Mayor and in evidence of approval was attested by the City Clerk and declared to be effective. The Resolution is as follows: -2- RESOLUTION NO. 1989-632 A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $4 , 000, 000 IN AGGREGATE PRINCIPAL AMOUNT OF HEALTH CARE FACILITY REVENUE BONDS (FRIENDS OF FAITH RETIREMENT HOMES, INC. PROJECT) SERIES 1990, OF THE CITY OF WATERLOO, IOWA, AUTHORIZING EXECUTION OF A MEMORANDUM OF AGREEMENT. WHEREAS, the City of Waterloo, Iowa (the "Issuer") 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 (the "Act") , to issue Health Care Facility 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 a "Project" , as that term is defined in the Act, for the purpose of securing and developing industry and trade within or near the Issuer in order to create jobs and employment opportunities and to improve the economic welfare of the residents of the Issuer and of the State of Iowa; and WHEREAS, the Issuer has been requested by Friends of Faith Retirement Homes, Inc. , an Iowa not-for-profit corporation organized as a Section 501(c) (3) organization under the Internal Revenue Code of 1986, as amended, (the "Borrower") , to authorize and issue its Health Care Facility Revenue Bonds pursuant to the provisions of the Act for the purpose of defraying all or a portion of the cost of constructing and equipping an addition to an existing building for the purpose of providing housing for elderly, retired or other qualified persons (hereinafter referred to as the "Project") , which Project will be owned and operated by the Borrower; and WHEREAS, said Project will create and maintain additional employment opportunities for residents of the Issuer and the surrounding area; will enhance the tax base of the Issuer and overlapping taxing jurisdictions and will provide and induce other public benefits flowing from the conduct of increased operations which will add to the welfare and prosperity of the Issuer and its inhabitants; and WHEREAS the Issuer has determined that the amount necessary to defray all or a portion of the cost of acquiring, constructing, improving and equipping the Project, including necessary expenses incidental thereto, will require the issuance by the Issuer of not to exceed $4 , 000, 000 aggregate principal amount of its Health Care Facility Revenue Bonds pursuant to the provisions of the Act, and it is proposed that the Issuer loan said amount to the Borrower under a Loan Agreement between the Issuer and Borrower pursuant to which loan payments will be made by the Borrower in amounts sufficient to pay the principal of, interest and premium, if any, on said Bonds, as and when the same shall be due; and -3- WHEREAS, the Bonds, if issued, shall be limited obligations of the Issuer, and shall not constitute nor give rise to a pecuniary liability of the Issuer 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 1986, as amended (the "Code") , may require that the Issuer of such Bonds adopt a Resolution with respect to such Bond or take "some other similar official action" toward the issuance of such Bonds prior to the commencement of construction 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 City Council (the "Governing Body") a Memorandum of Agreement, attached hereto as Exhibit "A" which sets forth certain mutual undertakings and agreements between the Issuer and the Borrower, relating to the further processing and issuance of said Bonds, and the Issuer believes it desirable and in its best interest that said Memorandum of Agreement be executed for and on behalf of the Issuer; and NOW, THEREFORE, Be It and It Is Hereby Resolved by the Governing Body of the Issuer as follows: Section 1. The Issuer recognizes that regulations promulgated under Section 103 of the Internal Revenue Code of 1986, as amended, may require the taking by this Governing Body of offical action or "some other similar official action" , if interest on Health Care Facility Revenue Bonds issued by the Issuer and used to acquire, construct, improve and equip such health care 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 similar official action" with respect to the issuance of such Bonds. Section 2 . That in order to assure the acquisition, construction, improvement and equipping of these health care facilities in the Issuer with the resulting public benefits which will flow from the operation thereof, it is deemed necessary and advisable that the Memorandum of Agreement, in the form attached hereto as Exhibit "A" , be approved and that the Mayor of the Issuer be and hereby is authorized and directed to execute said Memorandum of Agreement and the City Clerk of the Issuer be and hereby is authorized to attest the same and to affix the seal of the Issuer thereto and said Memorandum of Agreement is hereby made a part of this Resolution. -4- Section 3 . In order that the Project will not be unduly delayed, Borrower 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 otherwise without liability on the part of the Issuer. Section 4 . That officials of the Issuer 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 5. 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 November 20, 1989. City of Waterloo, Iowa (Seal) LI e r� Brnie McKinley, M or Attest: 4 y rger, City Clerk • -5- CLERK'S CERTIFICATE I, Larry 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, 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 City 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 November 20, 1989, regarding the issuance of not to exceed $4 , 000, 000 aggregate principal amount of Health Care Facility Revenue Bonds (Friends of Faith Retirement Homes, Inc. Project) Series 1990, of the City of Waterloo, Iowa, directing publication of a notice of intention to issue, scheduling a public hearing on the proposal to issue the 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 City 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 City Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the City Council and the provisions of Chapter 21, 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 22nd day of November 1989 . 71 (Seal) L ry , rger, City Clerk State of Iowa ) SS: County of Black Hawk ) Subscribed and sworn to before me this day, the date last above written. Seal � ` ( ) Nary Public -6- (This Notice to be Posted) NOTICE AND CALL OF MEETING Governmental Body: The City Council of Waterloo, Iowa Date of Meeting: November 20, 1989 Time of Meeting: 7 : 04 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 $4 , 000, 000 Aggregate Principal Amount of Health Care Facility Revenue Bonds (Friends of Faith Retirement Homes, Inc. Project) Series 1990, of the City of Waterloo, Iowa, 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, pursuant to Chapter 21, Iowa Code, as amended, and the local rules of said governmental body. ., /7,, A C� Larrr Bu ger, City erk of the City of Waterloo, Iowa -7- EXHIBIT "A" MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, Iowa, party of the first part (the "Issuer") , and Friends of Faith Retirement Homes, Inc. , an Iowa not-for-profit corporation, party of the second part (the "Borrower") . 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) The Issuer is an municipal corporation of the State of Iowa, authorized and empowered by the provisions of Chapter 419 of the Code of Iowa (the "Act") , to issue Health Care Facility Revenue Bonds for the purpose of defraying all or a portion of the cost of acquiring and improving land, buildings and equipment suitable for projects as defined therein; and (b) In order to provide for economic development and employment opportunities for the inhabitants of the Issuer and to add to the welfare and prosperity of the Issuer and of such inhabitants, the Issuer proposes to issue its Health Care Facility Revenue Bonds (the "Bonds") and to loan to the Borrower the proceeds from the sale of the Bonds to enable the Borrower to finance the cost of constructing and equipping an addition to an existing building for the purpose of providing housing for elderly, retired or other qualified persons (the "Project") ; and (c) It is considered essential that acquisition and construction related to the Project commence at the earliest practicable date, and that orders be placed for acquiring the necessary improvements and equipment. However, before commencing the Project, the Borrower desires satisfactory assurances from the Issuer that the proceeds from the sale of the Bonds of the Issuer will be made available in an amount sufficient to finance all or a portion of the cost of the Project, which cost, including the expenses related to the issuance of the Bonds, is presently estimated not to exceed $4 , 000, 000. (d) Representatives of the Issuer have indicated the willingness of the Issuer to proceed with and effect such financing as an inducement to the Borrower to expand and locate the Project in the Issuer and the Issuer has advised the Borrower 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 Issuer, by virtue of such statutory authority as may now exist or may hereafter be conferred, will issue and sell its Bonds in an -1- amount sufficient to finance all or a portion of the cost of the Project. (e) The Issuer considers that the undertaking of the Project will promote development of the Issuer, provide employment opportunities for the inhabitants of the Issuer, enhance the tax base of the Issuer and overlapping taxing jurisdictions, increase the Issuer's commerce and add to the welfare and prosperity of the Issuer and that of its inhabitants. 2 . Undertakings on the Part of the Issuer. The Issuer agrees as follows: (a) That it will authorize, or cause to be authorized, the issuance and sale of an issue of its Bonds, pursuant to the terms of the Act as then in force, in an aggregate principal amount sufficient to finance all or a portion of the cost of the Project, which cost, including the expenses related to the issuance of the Bonds, is presently estimated not to exceed $4 , 000, 000. (b) That it will cooperate with Borrower 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 authorization, issuance and sale of the Bonds and the financing of the Project as aforesaid, and the entering into a Loan Agreement with the Borrower with respect to the Project, all as shall be authorized by law and mutually satisfactory to the Issuer and the Borrower. (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. (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 Borrower. The Borrower covenants and agrees as follows: (a) That it will cooperate with the Issuer 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 delivery thereof shall be mutually satisfactory to the Issuer and the Borrower and that it is a Section 501 (c) (3) organization under the Internal Revenue Code of 1986, as amended, and will maintain that status. (b) That contemporaneously with the sale of the Bonds it will execute a Loan Agreement with the Issuer under the terms of -2- which the Borrower will obligate itself to pay to the Issuer 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 Issuer and the Borrower. (c) 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 Issuer under paragraph 2 hereof and of the Borrower under paragraph 3 hereof are subject to the condition that on or before December 31, 1990 (or such other date as shall be mutually satisfactory to the Issuer and the Borrower) , the Issuer and the Borrower shall have agreed to mutually acceptable 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. (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 Borrower agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer 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 Issuer of its obligations hereunder, or done at the request of the Borrower. (c) All commitments of the Issuer hereof are further subject to the conditions that the Issuer, 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 Issuer within the meaning of any constitutional or statutory provision and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. (d) Preparation of all resolutions, agreements, instruments, certificates or other documents in final form for adoption and execution shall be the sole responsibility of Bond Counsel. -3- IN WITNESS WHEREOF the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 20th day of November , 1989. City of Waterloo, Iowa (Seal of City) -) Bernie McKinley, Mayo Attest:/ : ii#J1 meo 'Larry Burger, City Clerk Friends of Faith Retirement Homes, Inc. (SEAL, IF ANY) J/PA (� /A ��(� �, Warren Wiele, President Attest: well Dah gren, Se retary -4-