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HomeMy WebLinkAbout1981-560-11.09.1981 Bowers introduced the following Resolution entitled "RESOLUTION AUTHORIZING A CERTAIN LOAN AGREEMENT AND PROVIDING FOR THE ISSUANCE OF NOTES THEREUNDER, " and moved that the same be adopted . Roehr seconded the motion to adopt . The roll was called and the vote was, AYES: William, Roehr, Dowie, Penaluna. _Bowers and Burton. ABSENT: Getty NAYS : None Whereupon, the Mayor declared the resolution duly adopted as follows : RES . NO. 1981-560 RESOLUTION AUTHORIZING A CERTAIN LOAN AGREEMENT AND PROVIDING FOR THE ISSUANCE OF NOTES THEREUNDER WHEREAS , the City of Waterloo , Iowa , in the County of Black Hawk , State of Iowa , sometimes hereinafter referred to as the "City" was duly incorporated , organized and exists under and by virtue of the laws and Constitution of the State of Iowa; and WHEREAS, said City is in need of funds to pay costs of the acquisition and demolition of real estate for redevelopment in furtherance of the Downtown Waterloo Urban Renewal and Redevelopment Plan; and it is deemed necessary and advisable to borrow for said purpose by Loan Agreement and note pursuant to Section 403 . 9 of the Code of Iowa; and WHEREAS, pursuant to notice published as required by this Council pursuant to Section 364 .6 of said Code , this Council has held a public meeting and hearing upon the proposal of entering into said Loan Agreement and the Council is authorized to proceed therewith ; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF WATERLOO, IOWA, TO-WIT: -5- AHLERS. GOONEY,DORWEILER.HAYNIE&SMITH.LAWYERS, DES MOINES, IOWA Section 1 . There is hereby authorized the making of a Loan Agreement between the City of Waterloo , Iowa , as Borrower , and National Bank of Waterloo , as Lender , for a loan in the amount of $700 ,000 . Said Loan Agreement shall be substantially in the form attached as Exhibit A hereto , the provisions of which are adopted and incorporated herein by this reference and shall be deemed a part hereof as if fully set forth in this resolution . Said loan shall be evidenced by one or more notes to be issued on behalf of the City, which shall be substantially in the form attached hereto as Exhibit B, the provisions of which are adopted and incor- porated herein by this reference and shall be deemed a part hereof as if fully set forth in this resolution . Said notes shall be executed by the Mayor and attested by the City Clerk and shall be made payable to the Lender . Section 2 . That this resolution , together with the Loan Agreement , constitutes the contract between said City and the Lender ; in the event of any conflict , the provisions of Loan Agreement shall control . That when said notes have been exe- cuted as aforesaid , they shall be delivered to the Treasurer of said City, who shall register the same in a book provided for that purpose and shall thereupon deliver said notes in the amount he shall determine to be required for the purpose of issue to the payee thereof against payment of the amount thereof. Section 3 . The City, as issuer , covenants that no use will be made of the proceeds from the issuance of the Loan Agreement and notes issued hereunder which will cause the Loan Agreement or any of the notes to be classified as arbitrage bonds within the meaning of Section 103 (c) ( 2 ) of the Internal Revenue Code of the United States and that throughout the term of said obligations it will comply with the requirements of said statute and regulations , it is hereby certified that the Issuer reasonably expects that: ( a) The issuer has incurred a substantial binding obligation to commence or acquire the project to be financed hereby. ( b) The original proceeds of the notes issued hereunder will not exceed the costs of said project by more than five percent . -6- AHLERS,GOONEY, DORWEILER, HAYNIE&SMITH, LAWYERS, DES MOINES, IOWA (c) At least 85% of the spendable proceeds of the notes, including investment proceeds , will be expended to pay the cost of the project within one year following the date of the notes. (d) Acquisition of and work on the project is expected to be commenced within six months , and to proceed thereafter with due diligence to completion. To the best knowledge and belief of the issuer , there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the notes will be used in a manner that would cause the notes to be arbitrage bonds . The City Treasurer is expected to deliver a certificate at issuance of the notes to certify as to the reasonable expectation of the issuer at that date . Section 4 . If any section , paragraph , clause or provision of this Re,;.o1i tion be held invalid , such invalidity shall not `" affect any of the remaining provisions hereof , and this reso- lution shall become effective immediately upon its passage and approval . Section 5 . That all resolutions and parts of resolutions in conflict herewith are hereby repealed . PASSED AND APPROVED this 9th day of November 1981 . -- -- 64p qe Mayor , Leo P. Ro ATTEST: er , ry P. Bu :er -7- AHLERS, COONEY, DORWEILER,HAYNIE&SMITH. LAWYERS, DES MOINES, IOWA muff EXHIBIT A LOAN AGREEMENT WHEREAS, the Council of the City of Waterloo , Iowa ( hereinafter referred to as "City" ) contemplates the acquisi- tion and demolition of real estate for redevelopment in furtherance of the Downtown Waterloo Urban Renewal and Redevelopment Plan (the "Urban Renewal Project" ) ; and WHEREAS, the City did heretofore on adopt its Ordinance No . — pursuant to Iowa Code Section 403 . 19 for the purpose of instituting the division of taxes authorized in said statute with respect to properties located within the area of the aforesaid Urban Renewal Project ( that portion of annual taxes which is derived from increased taxable valuations as provided in Sub-Section 2 of said statute shall be referred to herein as " incremental taxes" ) ; and WHEREAS , the provisions of Code Section 403 .9 authorize the City to borrow money, and issue bonds or notes and give security in incremental taxes as may be required therefor in order to provide funds for the purposes of said Chapter within the area of an urban renewal project ; and WHEREAS , the City has reviewed the terms and security pro- visions of the Loan hereinafter provided and finds the same to be highly favorable in respect to rate and terms under the prevailing market conditions and to be to the best advantage of the City of Waterloo and its residents and in furtherance of the conduct of the aforesaid Urban Renewal Project . NOW, THEREFORE , IN CONSIDERATION OF THE MUTUAL COVENANTS HEREINAFTER SET FORTH , IT IS AGREED AS FOLLOWS: 1 . National Bank of Waterloo (hereinafter referred to as "Lender" ) shall make available to the City of Waterloo , Iowa , sums not to exceed the aggregate of $700 ,000 , the entire or any part of the principal amount of which will be advanced to the City at such times and in such amounts as shall be spe- cified upon five days ' advance notice to Lender . 2 . Interest shall be due and owing and payable by the City at maturity upon the unpaid balance of each said Loan from the date funds are advanced to the City at a rate equal to ten and one-half percent (101% ) per annum. -1- AHLERS, COONEY.DORWEILER, HAYNIE&SMITH. LAWYERS, DES MOINES, IOWA The principal amount of the note shall be paid on May 1, 1983 . The City reserves the right to prepay any portion of the principal hereunder or interest thereon at any time , without penalty. 3 . The aforesaid Loan will be payable by the City solely and only from: a. From the proceeds of the sale of general obliga- tion bonds heretofore authorized for the project in the amount of $4 ,725 ,000 . b . From the proceeds of the collection of incre- mental taxes within the Urban Renewal Project area as con- templated and authorized by Code Section 403 .19 and the City Ordinance referred to above and to the extent hereinafter in Section 4 , provided . c . From such other sources or funds as the City Council in its sole discretion shall transfer or apply to the purpose ; but in no event shall the Council or the City be deemed obligated to provide funds from other sources . One or more notes shall be executed on behalf of the City by its Mayor and City Clerk in accordance with the terms of this Agreement , incorporating said terms by reference , for the principal amount of each said Loan as may be requested by Lender . No priority shall exist among said notes by reason of their dating or numbering . 4 . There is hereby pledged and granted by City to Lender a security interest in the right of the City to receive incre- mental taxes derived from the division of taxes as defined in Code Section 403 . 19 and any amounts on hand in the special fund created pursuant to said statute , subject , however , to the right of the City to apply funds so received during the current fiscal year to reimburse the costs of prior projects . 5 . The City covenants that it will cause the general obligation bonds referred to in Section 3 (a) to be issued , delivered and sold and the proceeds thereof to be applied forthwith to the timely payment of the loan. 6 . In addition , the City will certify to the Auditor of Black Hawk , County, Iowa, the amount of incremental taxes for collection in the 1982-1983 fiscal year in an amount equal to -2- AHLERS,COONEY,DORWEILER. HAYNIE&SMITH, LAWYERS, DES MOINES, IOWA the lesser of the total sum required in each such fiscal year for payments required to be made pursuant to this Agreement or in the maximum amount permitted by law. 7 . The City covenants that until such time as the Loan is paid in full as to principal and interest it will maintain in force an ordinance implementing and placing in effect the pro- visions of Iowa Code Section 403 .19 with respect to the divi- sion of tax receipts . 8 . This Agreement is executed pursuant to the provisions of Section 403 . 9 , Code of Iowa and shall be read and construed as conforming to all provisions and requirements of said statute . The parties hereto agree to cooperate in the filing of such financing statements or continuations thereof as may be deemed appropriate . 9 . The Lender may deem its obligation hereunder to be conditioned upon being furnished at closing , at the expense of the City, a legal opinion of Ahlers , Cooney, Dorweiler , Haynie & Smith reciting that this Loan Agreement and the note or notes issued hereunder are authorized in conformity to the laws of the State of Iowa and constitute lawful obligations of the City payable in accordance with the terms hereof and that interest received on the notes or hereunder , under existing statutes , regulations and decisions , is exempt from present federal income taxation except when received by a person or corporation constituting a "substantial user" of facilities to be acquired or constructed from the proceeds of the Loan as said term is defined in Section 103 ( b) of the Internal Revenue Code of 1954 , as amended . WITNESS our hands and seals at Waterloo , Iowa , this 10 day of November , 1981 . CITY OF WATERLOO, IOWA (SEAL) By �/ • /Med Mayor ATTEST: Leo P. Roo 'f By Ci Cler La r P. Bu r -3- AHLERS, COONEY, DORWEILER, HAYNIE&SMITH, LAWYERS, DES MOINES, IOWA NOTE No . 1 $700 , 000 . 00 The City of Waterloo , Iowa, for value received , promises to pay to National Bank of Waterloo , Waterloo , Iowa, Seven Hundred Thousand Dollars, lawful money of the United States of America , with interest on the outstanding balance thereof from the date hereof until paid at a rate of ten and one-half per- cent (10 . 50% ) per annum, payable in full as to principal and interest on or before May 1, 1983 . Both principal and interest are payable at the office of the City Treasurer , Waterloo , Iowa . Payments hereunder shall be first applied to interest and thereafter to principal and shall be paid pro rata with an entire series of notes in the total amount of $700 ,000 . 00 . The City may prepay interest or principal at its option at any time , without penalty. This note is issued to pay certain costs of carrying out an urban renewal project of the issuer designated as the Downtown Waterloo Urban Renewal and Redevelopment Plan , in conformity to a certain Loan Agreement, dated 1981 , between the City of Waterloo , Iowa and National Bank of Waterloo , the terms of which are incorporated herein by reference and is payable only from the sources as provided in said Loan Agreement . IN TESTIMONY WHEREOF , said City of Waterloo , Iowa , by its City Council has caused this note to be signed by the Mayor and attested by the City Clerk this 10th day of November , 1981 . ByQat, e _ Mayor , Leo P. R f ATTEST: BY _ Cit C1 , Larry P urger AHLERS, COONEY. DORWEILER. HAYNIE&SMITH.LAWYERS, DES MOINES, IOWA CIG-3 1-79 CERTIFICATE STATE OF IOWA SS COUNTY OF BLACK HAWK I , the undersigned City Clerk of Waterloo , Iowa , do hereby certify that attached is a true and complete copy of the por- tion of the corporate records of said Municipality showing proceedings of the Council , and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment , which proceedings remain in full force and effect , and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held 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 asccessible to the public and clearly designated for that pur- pose 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, Code of Iowa , upon reasonable advance notice to the public and media at least twenty-four hours prior to the com- mencement of the meeting as required by said law and with mem- bers of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein , that no council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending , prayed or threatened involving the incorporation, organization , existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions . WITNESS my hand and the seal of said Municipality hereto affixed this 10th day of November 1981 . Cit Cle , Waterlo owa L rry Burger SEAL AHLERS.COONEY. DORWEILER.HAYNIE&SMITH. LAWYERS. DES MOINES. IOWA