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HomeMy WebLinkAbout1981-651-12.28.1981 Waterloo, Iowa, December28 , 1981 . The City of Waterloo, Iowa, met on the above date in the Council Chambers, City Hall , in Waterloo, Iowa, at 7 :00 o'clock P.M. , in open regular session, pursuant to law and the rules of said Council. The meeting was called to order by Leo P. Rooff, Mayor, presiding, and on roll call the following Council Members were present : Harald Gat , . .Tim R„rton Tom PPn a 1 Tin a, Frank Dowi P Jack Roehr Robert Wi 1 harm_,_ Delman BQWP rs Absent: : N on e Matters were discussed relative to the request from Verner D. Nelson and Donna L. Nelson, regarding the issuance of not to exceed $3,000 ,000 .00 in aggregate principal amount of the City' s Industrial Development Revenue Bonds (Verner D. Nelson and Donna L . Nelson Project ) . Following an explanation of the proposed Project by the Nelsons and a discussion of the proposal, Council Member Wilharm introduced the following Resolution in - 2- written form and moved its adoption . Council Member Burton 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: Harold Getty Tom Penaluna Jack Roehr Robert Wilharm Delman Bowers Jim Burton Frank Dowie NAYS: None The Resolution was thereupon signed by the Mayor and in evidence of his approval, was attested by the City Clerk, and was declared to be effective. The Resolution is as follows: RESOLUTION NO. 19R1 - hi A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $3 , 000 , 000 . 00 IN AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (VERNER D. NELSON AND DONNA L . NELSON PROJECT) OF THE CITY OF WATERLOO, IOWA, DIRECTING PUBLICATION OF NOTICE OF INTENTION TO ISSUE, AND CALLING A PUBLIC HEARING ON THE PROPOSAL TO ISSUE SAID BONDS AND AUTHORIZING EXECUTION OF A MEMORANDUM OF AGREEMENT. WHEREAS , the City of Waterloo , Iowa ( hereinafter referred to as the "City") is a municipal corporation organized and existing under the laws and the constitution of the State of Iowa, and is authorized and empowered by Chapter 419 of the Code of Iowa ( hereinafter referred to as the "Act " ) , to issue Industrial Development 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, and improving land, buildings and improvements suitable for the use of any commercial enterprise which the City finds is consistent with the Urban Renewal Plan adopted by the City, pursuant to the Act and Chapter 403 , Code of Iowa; and WHEREAS, the City has been requested by Verner D. Nelson and Donna L . Nelson (hereinafter referred to as the "Nelsons") , to authorize and issue its Industrial Development Revenue Bonds pursuant to the provisions of the Act for the purpose of defraying all or a portion of the cost of acquisition of land and renovating, constructing, improving and equipping structures, buildings and improvements thereon, all to be suitable for use as a commercial enterprise consisting of commercial , retail and office facilities (hereinafter referred to as the "Project") ; and - 2 - WHEREAS , said Project is located within the area of and will be consistent with and authorized by the Urban Renewal Plan, adopted by the City , and will promote urban renewal , rehabilitation and redevelopment of the City, will eliminate blighted areas , and will provide employment opportunities for residents of the City and the surrounding area; will enhance the tax base of the City and overlapping taxing jurisdictions and will provide and induce other public benefits which will add to the welfare and prosperity of the City and its inhabitants; and WHEREAS , the City has determined that the amount necessary to defray all or a portion of the cost of acquisition, construction and improving the Project , including necessary expenses incidental thereto, will require the issuance by the City of not to exceed $3 ,000 ,000 .00 aggregate principal amount of its Industrial Development Revenue Bonds pursuant to the provisions of the Act, and it is proposed that the City loan said amount to Nelsons under a Loan Agreement between the City and Nelsons pursuant to which loan payments will be made by the Nelsons in amounts sufficient to pay the principal of and interest and premium, if any, on said Bonds, as and when the same shall be due; and WHEREAS , the Bonds , if issued , shall be limited obligations of the City, and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers , and the principal of and interest and premium, if any, on the Bonds shall be payable - 3 - 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 1954, as amended, may require that the Issuer of such Bonds adopt a Resolution with respect to such Bonds or take "some other similar official action" toward the issuance of such Bonds prior to the acquisition of land or commencement of construction 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 Council a Memorandum of Agreement , attached hereto as Exhibit "A" which sets forth certain mutual undertakings and agreements between the City and Nelsons, relating to the further processing and issuance of said Bonds , and the City believes it desirable and in its best interest that said Memorandum of Agreement be executed for and on behalf of the City; and WHEREAS, before the Bonds may be issued, it is necessary to conduct a public hearing on the proposal to issue the Bonds, all as required and provided by Section 419 .9 of the Act. NOW, THEREFORE, Be It and It Is Hereby Resolved by the City Council of the City of Waterloo, Iowa, as follows : Section 1 . A public hearing shall be conducted on the 25th day of January, 1982 at 7 :00 o' clock P.M. , before this City Council in the Council Chambers at the City Hall in the City of Waterloo , Iowa , on the proposal to issue not to exceed - 4 - $3 ,000 ,000 . 00 aggregate principal amount of the City' s Industrial Development Revenue Bonds (Verner D. Nelson and Donna L. Nelson Project) pursuant to the provisions of the Act, for the purpose of defraying all or a portion of the cost of acquiring , constructing and improving the Project , including necessary expenses incidental thereto, and all local residents who appear at said hearing shall be given an opportunity to express their views for or against the proposal to issue such Bonds; and at said hearing, or any adjournment thereof, this City Council shall adopt a resolution determining whether or not to proceed with the issuance of said Bonds . Section 2 . The City Clerk of the City is hereby directed to publish one time , not less than fifteen (15) days prior to the date fixed for said hearing , in The Waterloo Courier , a legal newspaper published and having a general circulation within the City, a Notice of Intention to issue said Bonds in substantially the following form: - 5 - NOTICE OF PUBLIC HEARING ON INTENTION TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS (VERNER D. NELSON AND DONNA L. NELSON) Notice is hereby given that a public hearing will be conducted before the Council of the City of Waterloo, Iowa, in the Council Chambers at the City Hall in Waterloo, Iowa, at 7 :00 o' clock P.M. on January 25 , 1982 , on the proposal to issue not to exceed $ 3 , 000 , 000 . 00 principal amount of the City ' s Industrial Development Revenue Bonds (Verner D. Nelson and Donna L. Nelson Project) pursuant to the provisions of Chapter 419 of the Code of Iowa, for the purpose of defraying all or a portion of the cost of the acquisition of land and renovating , constructing , improving and equipping structures , buildings and improvements thereon , all to be suitable for use as a commercial enterprise consisting of commercial , retail and office facilities located within the area of and to be consistent with the City' s Urban Renewal Plan . The proposed facilities will be owned by Verner D. Nelson and Donna L . Nelson . It is contemplated that a Loan Agreement will be entered into between the City and the Nelsons, under which the City would loan to the Nelsons the proceeds from the sale of the Bonds in return for loan payments from the Nelsons sufficient to pay the principal of and interest and premium, if any, on such Bonds as the same shall fall due. Such Bonds , if issued, and the interest thereon will be payable solely out of the revenues derived from the said Loan Agreement and shall never constitute an indebtedness of said City within the meaning of any state constitutional provision or statutory limitation, and shall not constitute nor give rise to a pecuniary liability of said City or a charge against its general credit or taxing powers. All local residents who appear at said hearing shall be given an opportunity to express their views for or against the proposal to issue said Bonds , and at said hearing , or any adjournment thereof , the Council of said City shall adopt a resolution determining whether or not to proceed with the issuance of said Bonds. By order of the City Council. Michelle Teme er, Deputy 'City Clerk City of Wateryloo, Io va - 6 - Section 3 . The City recognizes that regulations promulgated under Section 103 of the Internal Revenue Code of 1954 , as amended, may require the taking by this City Council of official action or "some other similar official action", if interest on Industrial Development Revenue Bonds issued by the City and used to acquire , construct and improve such 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 4 . That in order to assure the acquisition, construction and improvement of this Project in the City of Waterloo, Iowa, with the resulting public benefits, 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 City be and hereby is authorized and directed to execute said Memorandum of Agreement and the City Clerk of the City be and hereby is authorized to attest the same and to affix the seal of the City thereto and said Memorandum of Agreement is hereby made a part of the Resolution. Section 5 . In order that the Project will not be unduly delayed , the Nelsons are hereby authorized to make such commitments , expenditures and advances toward payment of the costs of the Project as they consider appropriate, subject to reimbursement from the proceeds of the Bonds when and if delivered, but otherwise without liability on the part of the City. - 7 - Section 6. That officials of the City 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 7 . 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, City of Waterloo, Iowa Leo P. Rooff, Mayor Attest: \ -(7A ,fl Miche &eTenieyet, Deputy City 011erk EXHIBIT "A" MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo , in Black Hawk County, Iowa, party of the first part (hereinafter referred to as the "City") , and Verner D. Nelson and Donna L . Nelson , party of the second part (hereinafter referred to as "Nelsons") . 1 . Preliminary Statgment . Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) The City is an incorporated municipality of the State of Iowa, authorized and empowered by the provisions of Chapter 419 of the Code of Iowa ( the "Act " ) , to issue Industrial Development Revenue Bonds for the purpose of defraying all or a portion of the cost of acquiring and improving land, buildings and improvements suitable for the use of any commercial enterprise with the City , as the governing body, finds is consistent with the Urban Renewal Plan adopted by the City , pursuant to the Act and Chapter 403 , Code of Iowa; ( b ) The City has adopted Urban Renewal Plan , and in furtherance of efforts to rehabilitate and redevelop the designated Urban Renewal Area , the City proposes to issue its Industrial Development Revenue Bonds and to loan to the Nelsons the proceeds from the sale of said Bonds to enable the Nelsons to finance the cost of acquisition of land and renovating , constructing, improving and equipping structures, buildings and improvements thereon, all to be suitable for use as a commercial enterprise consisting of commercial, retail and office facilities (hereinafter referred to as the "Project") ; and ( c ) It is considered essential that acquisition and construction related to the Project commence at the earliest practicable date . However , before commencing the Project, the Nelsons desire satisfactory assurances from the City that the proceeds from the sale of Industrial Development Revenue Bonds of the City will be made available in an amount sufficient to finance all or a portion of the cost of the Project. The amount of the said Bonds requested to be issued is presently estimated not to exceed $3 ,000 ,000 .00 . ( d ) Representatives of the City have indicated the willingness of the City to proceed with and effect such financing as an inducement to the Nelsons to acquire and construct the Project in the City and the City has advised the Nelsons that, subject to due compliance with all requirements of law and the obtaining of all necessary consents and approvals and to the - 2 - 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 City, by virtue of such statutory authority as may now exist or may hereafter be conferred, will issue and sell its Bonds in an amount not to exceed $3 ,000 ,000 .00 ( e) The City considers that the undertaking of the Project will promote urban renewal, rehabilitation and redevelopment of the City , will eliminate blighted areas , and will provide employment opportunities for the inhabitants of the City, enhance the tax base of the City and overlapping taxing jurisdictions, increase the City ' s commerce and add to the welfare and prosperity of the City and that of its inhabitants. 2 . Undertakings on thePart of the City. The City 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 presently estimated not to exceed $3 ,000 ,000 .00 . (b) That it will cooperate with Nelsons 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 Nelsons with respect to the Project, all as shall be authorized by law and mutually satisfactory to the City and the Nelsons. (c) That the aggregate basic payments (i.e. the payments to be used to pay the principal of and 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 and 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 . Undertk rings on the Part of th. Nelsons. The Nelsons agree as follows : ( a ) That they will cooperate with the City 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 City and the Nelsons. - 3 - ( b ) That they have not , prior to the execution of this Agreement and the taking of "official action" toward the issuance of the Bonds by the City, acquired or commenced construction of the Project , or any part thereof, and have not entered into any contracts or paid or incurred any costs related thereto, which will be paid or reimbursed from the proceeds of the Bonds , when and if issued. The Nelsons do, however , represent that they intend to enter into a contract or contracts for the acquisition, construction, improvement and equipping of the Project and take, with reasonable diligence, the other necessary steps toward the realization of the Project. (c) That contemporaneously with the sale of the Bonds they will execute a Loan Agreement with the City under the terms of which the Nelsons will obligate themselves to pay to the City 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, such instrument to contain other provisions required by law and such other provisions as shall be mutually acceptable to the City and the Nelsons. (d) That they will take such further action and adopt such further proceedings as may be required to implement their aforesaid undertakings or as they may deem appropriate in pursuance thereof. 4 . General Provisions. (a) All commitments of the City under paragraph 2 hereof and of the Nelsons under paragraph 3 hereof are subject to the condition that on or before December 31 , 1983 (or such other date as shall be mutually satisfactory to the City and the Nelsons) , the City and the Nelsons 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 Nelsons agree that they will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City 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 City of its obligations hereunder, or done at the request of the Nelsons. (c) All commitments of the City hereof are further subject to the conditions that the City, 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 • - 4 - constitute an indebtedness of the City within the meaning of any constitutional or statutory provision and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. IN WITNESS WHEREOF the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 27th day of December, 1981. Leo P. Rooff, Mayo ' L._ A Michelle Temeyer, Deputy ity c Verner D. Nelson Donna L. Nelson CLERK'S CERTIFICATE 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 the County of Black Hawk, 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 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 December 27 , 1981 , regarding the issuance of not to exceed $3 , 000 , 000 . 00 aggregate principal amount of Industrial Development Revenue Bonds (Verner D. Nelson and Donna L. Nelson Project) of the City of Waterloo, Iowa, directing publication of notice of intention to issue, and scheduling a public hearing on the proposal to issue said 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 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 Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 28A, Iowa Code, and upon reasonable advance notice to the public and media at least twenty-four hours (24) 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 29 day of December , 1981. Michelle Temeyer, Deputy City d Clerk State of Iowa ss. County of Black Hawk ) Subscribed and sworn to before me this day, the date last above written. -c_s‘2 'Cvv�. TZ.te h a_ Notary Public - State of IWA. RESOLUTION NO. 1981- (r E5>Q RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WATERLOO , IOWA, APPROVING THE FINAL PLAT OF BILL RAMSEY REPLAT IN SOPPE ADDITION , WITHIN TWO MILES OF CITY OF WATERLOO , IN BLACK HAWK COUNTY , IOWA. WHEREAS , on this 28th day of December, 1981 , at a regular meeting of the City Council of the City of Waterloo , Iowa , the Final Plat of Bill Ramsey Replat in Soppe Addition , within two miles of Waterloo, Black Hawk County, Iowa , was presented for approval ; and WHEREAS , said Final Plat has been previously submitted to and has been approved by the Waterloo City Plan and Program Commission ; and WHEREAS , said Final Plat has been considered and should receive the approval of this Council . NOW , THEREFORE , BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO , IOWA, that the Final Plat of Bill Ramsey Replat in Soppe Addition , within two miles of Waterloo , Black Hawk County, Iowa , be and it is hereby approved, and the Mayor and the City Clerk of the City of Waterloo , Iowa are hereby authorized and directed to certify and affix their signatures to said resolution . Passed and adopted this 28th day of December, 1981 . Leo P . Rooff, Mayo m r-rATTEST : Miche le Temeyer, Deputy City Cle Cap _. Ct -1 CCJ F- F- ir -1 <Ltica7C n CD CD fr ap -M C.) CT S F- Cr C r Z �-a -1 rn — se: F- 7C r: F- ec >- CD3 C7 r ( rt- F S CU -° CD >- CD —1