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HomeMy WebLinkAbout1981-634-12.21.1981 RESOLUTION NO. 1981-634 A Resolution Authorizing the Execution of a Memorandum of Agreement by and Between The City of Waterloo, Iowa and Hershberger Land Co. Regarding the Issuance of Industrial Revenue Bonds • WHEREAS, the City of Waterloo, Iowa, in the County of Black Hawk and State of Iowa, is an incorporated municipality authorized and empowered by the pro- visions of Chapter 419 of the Code of Iowa, 1981, as supplemented and amended (the "Act") and Chapter 404 of the Code of Iowa, as amended, to issue revenue bonds and notes for the purposes of financing the costs of acquiring, by construction or purchase, land, buildings, improvements and equipment or any interest therein, suitable for the use of any commercial enterprise or non-profit organization this Council finds is con- sistent with a revitalization plan for a revitalization area which has been designated by the issuer; and, WHEREAS, the Issuer has established and designated a certain area within the Issuer as a revitalization area, known as Westfield-Virden Revitalization Area (the "Revitalization Area"); and, WHEREAS, the project proposed and to be completed by Hershberger Land Co. (the "Company") is for land, buildings and improvements which are suitable for use as a commercial enterprise, to-wit: the construction of a commercial warehouse and associated office facility (the "Project") and is consistent with the revitalization plan for the revitalization area; and, WHEREAS, the Issuer has determined that the Project is within the Revitalization Area and is consistent with the Revitalization Plan; and, WHEREAS, under the Act, the City is authorized to issue its revenue bonds for the purpose of financing the costs of such a project; and, WHEREAS, the Issuer has been requested by the Company to issue revenue bonds to finance the costs of the acquisition by construction or purchase of the Project; and, WHEREAS, 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 the Project; and, WHEREAS, it is deemed necessary and advisable to promote the general welfare of the inhabitants of the Issuer that the project be undertaken at the earliest practicable date and the Company has requested satisfactory assurances from the Issuer that the proceeds of the sale of one or more issues of Industrial Revenue Bonds of the Issuer in an aggregate amount sufficient to finance the project, currently estimated not to exceed $200,000, will be made available; and, WHEREAS, the Issuer deems it necessary and advisable that it takes such actions as may be required under the Act as in effect to authorize and issue one or more issues of Industrial Revenue Bonds to finance the costs of the Project; and, WHEREAS, a form of agreement, designated as "Memorandum of Agreement" has been prepared under which the Company has stated its willingness to arrange for the acquisition, improvement and equipping of the Project and to enter into contracts therefore, and at the time of the delivery of the bond, to commence and complete the acquisition, improvement and equipping of the Project, and enter into a lease of the project under which the Company 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 such other provisions as shall be mutually acceptable to the issuer and the Company; NOW, THEREFORE, be it resolved by the City Council of the City of Waterloo, Iowa, as follows: Section 1 . That in order to ensure the acquisition, improvement and equipping of the project, with the resulting public benefit which will flow therefrom, it is deemed necessary and advisable that Industrial Revenue Bonds be issued in an amount sufficient to finance the costs of the project of the Company, currently estimated not to exceed $200,000, and that the Memorandum of Agreement hereinafter referred to be approved and executed for and on behalf of the City of Waterloo, Iowa. Section 2. That the Memorandum of Agreement by and between the Company and the Issuer, substantially in the form of the contents as 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 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 herewith are hereby repealed to the extent of such conflict. - 2 - ADOPTED this 21 day of December, 1981. Leo P . Rooff, Mayor ATTEST: City erk, ry P . Burg - 3 - EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, Iowa, (the "Issuer") and Hershberger Land Co. (the "Company") . 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 authorized by Chapter 419 of the Code of Iowa, 1981, as amended (the "Act") to issue revenue bonds or notes for the purpose of financing the costs of acquiring, by construction or purchase, land, buildings, improvements, and equipment, or any interest therein, suitable for the use of any commercial enterprise or non-profit organization which this Council finds is consistent with the revitalization plan for a revitalization area which has been designated by the Issuer, pursuant to Chapter 404 of the Code of Iowa, 1981, as amended (the "Revitalization Act") . (b) The Issuer has established and designated a certain area within the Issuer as a revitalization area, known as the Westfield-Virden Revitalization Area (the "Revitalization Area") , has adopted a revitalization plan therefore (the "Revitaliza- tion Plan") and has determined that the Project is within the Revitalization Area and is consistent with the Revitalization Plan. (c) The Company wishes to obtain satisfactory assurance from the Issuer that, subject to the public hearing required by the Act, such bonds will be issued by the Issuer in an aggregate principal amount sufficient to finance the costs of the acquisition by construction or purchase of equipment and improvements suitable for use by the Company in the expansion and renovation of Hershberger Land Co. Pro- ject (the "Project") , presently estimated to be $200,000 . (d) The Issuer considers that the acquisition and construction of the Project and the financing of the same will promote the welfare and prosperity of the Issuer and its citizens and secure the public purposes set forth in the Revitalization Act. 2 . Undertakings on the Part of the Issuer. (a) Subject to due compliance with all requirements of law, including the provisions of and the public hearing required by the Act, it will cooperate with the Company in the issuance and sale of such bonds, in an aggregate principal amount not to exceed $200,000, and the proceeds from the issuance of such bonds shall be loaned to the Company upon terms sufficient to pay the principal of and interest and redemption premium, if any, on such bonds, as and when the same shall become due. - 1 - 3. Undertakings on the Part of the Company. (a) It will use all reasonable efforts to cooperate with the Issuer and comply with the Act and all other provisions of law relating to the Project and the issuance and sale of such bonds . (b) It will enter into a Loan Agreement with the Issuer under the terms of which the Company will obligate itself to pay to the Issuer sums sufficient to pay the principal of and interest and redemption premium, if any, on such bonds as and when the same shall become due and payable. (c) It will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at the Company's request arising from the execution of this Agreement and the performance by the Issuer of its obligation hereunder, whether or not such bonds are issued, 4. General Provisions . (a) All commitments on the part of the Issuer and the Company herein are subject to the condition that on or before one year from the date hereof (or such other date as shall be mutually agreed to) the Issuer and the Company shall have agreed to mutually acceptable terms relating to the issuance and sale of such bonds . (b) All commitments of the Issuer hereunder are further subject to the conditions that the Issuer shall in no event incur any liability for any act or omission hereunder, and that such 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 . (c) All commitments on the part of the Company are subject to the con- dition that on or before nine months from the dat hereof (or such other date as shall be mutually agreed to) , the Company shall have secured a lease for the project satisfactory to the Company, or such other commitments for the lease or rental of the project as shall be satisfactory to the Company. Dated this 21 day of December , 198 1 . City of Waterloo, Iowa B y: Mayor , Leo P. R o f Attest; ' Cle y"I . Burge ,rw (Seal) - 2 - Hershberger Land Co. By: - 3 - I, Larry P. Burger, being first duly sworn to hereby depose and certify that I am the duly appointed, qualified and acting City Clerk of the City of Waterloo; that as such I have in my possession or have access to the complete records of the City Council of the City of Waterloo; 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 the City of Waterloo on the 21st day of December, 1981, to authorize execution of a Memorandum of Agreement by and between the City of Waterloo and Hershberger Land Co . regarding the issuance of Industrial Revenue Bonds. Witness my hand and the corporate seal of the City hereto affixed at Waterloo, Iowa, this 23 day of December, 1981. Larr . B er, City C 7 STATE OF IOWA ) l./ ) ss: BLACK HAWK COUNTY ) ra. � � , Subscribed and sworn to before me on this day of ����JC.ct.v��d-�`c.J , 198 `ok ---ta.„...vri a t...)-ut7Q. --11../Y,.... - Notary Public in an for the State of Io . - 4 -