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HomeMy WebLinkAbout1990-074-02.05.1990 Waterloo, Iowa February 5, 1990 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 Robert Brown, Mayor pro tem, in the chair, and the following named Councilmembers: Fox, Angel, Buck, Wright, Budak and Brown Absent: Dell * * * * * * * * Councilmember Buck introduced and caused to be read Resolution No. 1 990—74 entitled, "A Resolution Authorizing the Execution of a Memorandum of Agreement by and between the City of Waterloo, Iowa and The Cesne Institute, regarding the issuance of Industrial Revenue Bonds" , and moved its adoption; seconded by Councilmember Angel . 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 Councilmembers voted: Aye: Fox, Angel, Buck, Wright, Budak and Brown Nay: Whereupon, the Mayor declared said resolution duly adopted and signed his approval thereto. * * * * * * * * Upon motion and vote the meeting adjourned. YWe/al , 2, Mayor ro Tem \ Robert J. Brown Attest: 1 i ty erk L y P. Bum r RESOLUTION NO. 1990-74 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY OF WATERLOO, AND THE CESNA INSTITUTE REGARDING THE ISSUANCE OF NOT TO EXCEED $10,000,000 INDUSTRIAL REVENUE BONDS * * * * * * * * 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 speci- fically Chapter 419, Code of Iowa, 1989, as supplemented and amended (the "Act") , to acquire, improve and equip all or any part of, or any interest in, land, buildings, equipment or improvements suitable for the use of a head- quarters facility for a national , international , and regional sales company, ; 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 Industrial 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, equipment and fix- tures for use as a headquarters facility for a national , international , and regional sales company, (hereinafter referred to collectively as the "Project") of The Cesna Institute (the "Corporation") , an Iowa corporation, 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 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 Corporation has requested satisfactory assurances from the City that the proceeds of the sale of one or more issues of Industrial Revenue Bonds of the City in an aggregate amount sufficient to -2- finance the Project, currently estimated not to exceed $10,000,000, 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 Industrial Revenue Bonds to finance the cost of the Project; and WHEREAS, a form of agreement, designated as a "Memorandum of Agreement" , has been prepared under which the Corporation has stated its willingness 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 contract 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 Corporation 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 Corporation, the Corporation 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 Corporation; 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 -3- equipping of the Project, with the resulting public benefits which will flow therefrom, it is deemed necessary and advisable that Industrial 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 Corporation 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 Industrial Revenue Bonds in an amount sufficient to finance the costs of the Project subject to the execution of the Memorandum of Agreement herein authorized 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 . CITY OF WATERLOO, IOWA 44/ - Mayor Pro Tem Attest: Robert J. Brown Ci C erk y P. Bu r -4- 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 The Cesna Institute, an Iowa corporation (hereinafter referred to as the "Corporation") , 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, 1989, as supplemented and amended (the "Act") , to acquire, improve and equip all or any part of, or any interest in, land, buildings, equipment or improvements suitable for the use of a headquarters facility for a national , international , and regional sales company. (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 Industrial 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 , equipment and fixtures for use as a headquarters facility for a national , international , and regional sales company„ (hereinafter referred to collectively as the "Project") , located in the City, and to lease or sell , or both, the Project to the Corporation, or enter into a loan agreement with the Corporation 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") . -5- (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 Corporation has requested satisfactory assurances from the City that the proceeds of the sale of one or more issues of Industrial 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 Corporation 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 Industrial 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 Industrial 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- 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 Corporation with respect to the Project all as then shall be authorized by law and mutually satisfactory to the City and the Corporation. (c) That the aggregate periodic payments to be used to pay the -6- principal of, and interest and premium, if any, on the bonds payable under the Agreement with the Corporation 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 Corporation, the Corporation 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 Corporation. Subject to the conditions above stated, the Corporation 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 acquiring, 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 Corporation will obligate itself to pay sums sufficient in the aggregate 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, 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 Corporation. -7- (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 Corporation 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 Corporation) , (i ) the City and the Corporation 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 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 Corporation 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 Memorandum 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 Memoran- dum of Agreement by their officers thereunto duly authorized as of the 5th day of February, 1990. CITY OF WATERLOO, IOWA (SEAL) r,�'Pro Tem Attest: Mayo Robert J. Brown City lerk La y P . Burg -8- By (SEAL) Its President Attest: Its Secretary STATE OF IOWA ) ) ss. COUNTY OF BLACK HAWK ) 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, 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 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 of the corporate records showing the action taken by the City Council of said City on February 5, 1990, to authorize the execution of a Memorandum of Agreement by and between said City and The Cesna Institute, regarding the issuance of Industrial Revenue Bonds. WITNESS my hand and the corporate seal of said City hereto affixed at Waterloo, Iowa, this day of February, 1990. /7 ity erk (SEAL) Lar P. B r Subscribed and sworn to before me this day, the date last above written. ct,-4, 5,7.4g4,f_ Notary Pub c in and for the State of Iowa