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HomeMy WebLinkAbout1989-640-12.04.1989 (qo Waterloo , Iowa December 4 , 1989 The City Council for the City of Waterloo, Iowa, met in regular session at 7 :00 o'clock P.M. , at the Council Chambers in the City Hall in said City. The meeting was called to order and there were present Bernard L. McKinley, Mayor, and the following named Councilmembers : Brown, Dell, Buck, Fox, Angel, Wright and Rudak Absent: None * * * * * * * * The Mayor introduced and caused to be read Resolution No. 1989- 640entitled "RESOLUTION Providing for the Issuance and Sale of Industrial Development Refunding Revenue Bonds to Provide Funds for Industrial Development Project for Conway Plaza Development Company, and Councilmember Brown moved its adoption; seconded by Councilmember Dell . After due consideration of said resolution by the Council, the Mayor put the question and, upon the roll being called, the following voted: Aye: Brown, Dell, Buck, Fox, Angel , Wright and Budak Nay: None Whereupon, the Mayor declared said resolution duly adopted and signed his approval thereto . * * * * * * * * On motion and vote the meeting adjourned. Mayor Bernard Ille-46 1Cinley.7 Attes • Cit C rk r P. Burger 1908d -2- RESOLUTION NO. 1989- 640 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS TO PROVIDE FUNDS FOR INDUSTRIAL DEVELOPMENT PROJECT FOR CONWAY PLAZA DEVELOPMENT COMPANY BE IT RESOLVED by the City Council of the City of Waterloo, Iowa (the "City" ) , as follows : 1. Authority. The City is, by the Constitution and Laws of the State of Iowa, including Chapters 403 and 419 , Code of Iowa, as amended (the "Act") , authorized to issue and sell its revenue bonds for the purpose of financing the cost of authorized projects, to refund revenue bonds previously issued for such purpose and to enter into contracts necessary or con- venient in the exercise of the powers granted by the Act . 2 . Authorization of Project; Documents Presented . The Borrower described below has proposed to the City that the City issue and sell its City of Waterloo Industrial Development Refunding Revenue Bonds (Conway Plaza Project) Series 1989, in substantially the form set forth in the hereinafter-mentioned Trust Indenture (the "Bonds") pursuant to the Act and lend the proceeds thereof to Conway Plaza Development Company, an Iowa general partnership (the "Borrower") , to refund the City' s out- standing $1,250, 000 City of Waterloo Industrial Development Revenue Bonds (Conway Plaza Development Company Project) , Series 1984 (the "Series 1984 Bonds") , and thereby to refinance the costs of the acquisition, construction and equipping of an approximately 52, 400 square foot retail and commercial facility at 531 Commercial and 185 West 4th Street in the City which is owned and operated by the Borrower. Forms of the following documents relating to the Bonds have been submitted to the City Council and are now on file in the office of the City Clerk: (a) Loan Agreement (the "Loan Agreement" ) dated as of December 1, 1989 , between the City and the Borrower whereby the City agrees to make a loan to the Borrower and the Borrower agrees to redeem the Series 1984 Bonds on December 15, 1989 and to pay amounts sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds ; (b) Trust Indenture (the "Trust Indenture" ) dated as of December 1, 1989 , between the City and Hawkeye Bank & Trust of Des Moines , as Trustee, pledging the revenues to be derived from the Loan Agreement as security for the Bonds, and setting forth proposed recitals , covenants and agreements relating thereto; -3- (c) Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage") , dated as of December 1, 1989, from the Borrower to the Trustee, by which the Borrower grants to the Trustee a first mortgage lien on and security interest in the Mortgaged Property, as defined therein, as further security for the payment of the Bonds and the performance of the Borrower' s obligations under the Loan Agreement (this document not to be executed by the City) ; (d) Assignment of Rents and Leases (the "Assign- ment") , dated as of December 1, 1989, from the Borrower to the Trustee, by which the Borrower grants to the Trustee an assignment of rents and leases of the Project Facilities (this document not to be executed by the City) ; and (e) Bond Purchase Agreement (the "Bond Purchase Agreement") proposed to be entered into between the City, the Borrower and Miller, Johnson & Kuehn Incorporated. 3 . Findings. It is hereby found, determined and declared that : (a) At the request of the Borrower, the City Council, on December 4, 1989, after due publication of notice of public hearing, held a public hearing with respect to the Project and the issuance of bonds therefor pursuant to the Act. (b) In order to prepay and redeem the Series 1984 Bonds, it is desirable that the Bonds be issued by the City upon the terms set forth in the Trust Indenture, under the provisions of which the City' s interest in the Loan Agree- ment will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds . (c) The Loan Agreement provides for payments by the Borrower to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The Loan Agreement obligates the Borrower to provide for the payment of operation and maintenance expenses, including adequate insurance, taxes and special assessments . (d) Under the provisions of the Act, and as provided in the Loan Agreement and Trust Indenture, the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Loan Agreement and moneys in the funds and accounts held by the Trustee which are pledged to the payment thereof; the City is not subject -4- to any liability thereon; no holders of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Bonds shall never constitute an indebtedness of the City, within the meaning of any state constitutional provision or statutory limitation, and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City and each Bond issued under the Trust Indenture shall recite that the Bond, including interest thereon, shall not constitute nor give rise to a charge against the general credit or taxing powers of the City and does not grant to the owner or holder of any Bond the right to have the City levy taxes or appropriate any funds for the payment of principal thereof or the interest or premium, if any, thereon, and that the Bond is not a general obligation of the City or individual officers or agents thereof . 4 . Approval and Execution of Documents . The forms of Bond Purchase Agreement, Loan Agreement, Trust Indenture, Mortgage, and Assignment referred to in paragraph 2 are approved. The Bond Purchase Agreement, Loan Agreement and Trust Indenture shall be executed in the name and on behalf of the City by the Mayor and the City Clerk or other appropriate City officials authorized to execute documents on their behalf, in substantially the form on file, but with all such changes therein, not inconsistent with the Act other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof, and then shall be delivered to the Trustee. Copies of all documents shall be delivered and filed as provided therein. 5 . Approval, Execution and Delivery of Bonds . The City shall proceed forthwith to issue the Bonds, to be dated December 1, 1989, in the aggregate principal amount of $1, 250, 000, in the form and upon the terms set forth in the Trust Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof . Miller, Johnson, Kuehn Incorporated has agreed to purchase the Bonds pursuant to the Bond Purchase Agreement at a purchase price of $1,250, 000 plus accrued interest to the date of delivery, and said purchase price is hereby found to be favorable and is hereby accepted. The Mayor and City Clerk of the City are authorized and directed to prepare and execute the Bonds as prescribed in the Trust Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2. 08 of the Trust Indenture, for authentication and delivery to the purchaser. As provided in -5- the Trust Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof . 6 . $10 Million Election. The City hereby elects that the $10 million election with respect to the Bonds and certain capital expenditures for the Project, as provided under Section 103(b) (6) (D) of the Internal Revenue Code of 1954, as amended (or, to the extent applicable, successor provisions of the Internal Revenue Code of 1986, as amended) shall apply to the Bonds and the Project . 7. Certificates, etc. The Mayor, City Clerk, and other officers of the City are authorized and directed to pre- pare and furnish to bond counsel and the purchaser of the Bonds, when issued, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers ' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Passed and approved December 4, 1989 . 44, May r Bernard 'L. McKinley Attes Ci y C k Larr . Burger 1908d -6- STATE OF IOWA ) )SS. COUNTY OF BLACKHAWK ) 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 Blackhawk County, Iowa, and that as such I have in my possession or have access to the official records of said City and of its officials and that I have compared the transcript hereto attached with said official records and that the same constitutes a true, correct and complete copy of such official records showing the action taken by the City Council of said City on Dec. 4 , 1989, to approve the proposal to issue not to exceed $1,250, 000 Industrial Development Revenue Refunding Bonds (Conway Plaza Project) , Series 1989, of said City. WITNESS my official signature and the seal of said City at Waterloo, Iowa, this 6th day of December, 1989 . Cit Cl Larry P urger (SEAL) Subscribed and sworn to before me this day, the date last above written. 1 cc �• ' Notary Public in and for the State of Iowa (Notarial Seal) 1908d -7-