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HomeMy WebLinkAbout1981-406-08.10.1981 Memorandum of Agreement Waterloo, Iowa August 10 , 1981 The City Council of Waterloo, Iowa, met in regular session on the 10th day of August , 1981, at 7: 00 o' clock, p.M. xw , at the City Hall Council Chambers , in Waterloo, Iowa. The meeting was called to order and there were present Leo P. Rooff , Mayor, in the chair, and the following named Council' Members : Getty, Wilharm, Roehr, Penaluna and Bowers . Absent: Burton and Dowie • Matters were discussed relative to the financing of a project pursuant to Chapter 419 of the Iowa Code. Whereupon, Council Member R9e] r introduced a resolution entitled "A Resolution authorizing the execution of a'Memorandum of Agreement with Frank Wingrove, Gerry Gienger and Jim Nelson" and moved its adoption; seconded by Council Member Penaluna . After due consideration of said resolution by the Council, the Mayor put the question on the motion and the roll being called, the following named Council Members voted: Ayes : Getty, Wilharm, Roehr, Penaluna and Bowers . Nays : None • Whereupon, the Mayor declared said resolution duly adopted and approval was signed thereto. * * * * Upon motion and vote, the meeting adjourned. Mayor , Leo P. Roof Attest: 1 C y C:1;1: , Larry urger (Seal) -1- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS. DES MOINES. IOWA RES . NO. 1981-406 RESOLUTION A Resolution authorizing the execution of a Memorandum of Agreement with Frank Wingrove, Gerry Gienger and Jim Nelson WHEREAS, the City of Waterloo, Iowa, in the County of Black Hawk, State of Iowa (the "Issuer" ) is an incorporated municipality authorized and empowered by the provisions of Chapter 419 of the Code of Iowa, 1981, as amended (the "Act" ) to issue revenue bonds for the purpose of financing the_ cost of acquiring, by construction or purchase, land, buildings , improvements and equipment, or any interest therein, suitable for use as clinic facilities ; and WHEREAS, the Issuer has been requested by Frank Wingrove, Gerry Gienger and Jim Nelson (the "Obligors" ) to issue revenue bonds pursuant to the Act for the purpose of financing the acquisition by construction or purchase of land, buildings , equipment and improvements suitable for use as a dental clinic (the "Project" ) located within the Issuer; and WHEREAS, a Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto, has been presented to the Issuer under the terms of which the Issuer agrees , subject to the provisions of such Agreement, to pursue proceedings necessary under the Act to issue its revenue bonds for such purpose; NOW, THEREFORE, BE IT RESOLVED by the City Council of the Issuer, as follows : Section 1. The Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto be and the same is hereby approved and the Mayor is hereby authorized to execute said Memorandum of Agreement and the Clerk is hereby authorized to attest the same and to affix the seal of the Issuer thereto, said Memorandum of Agreement which constitutes and is hereby made a part of this Resolution to be in substantially the form, text and containing the provisions set forth in Exhibit A attached hereto. Section 2. Officials of the Issuer 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 3 . That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved this 10th day of August , 1981 . Mayor , Leo P. Rooff Attest_ _ • / City Cl , La p Aurger (Seal) • -2- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, Iowa, (the "Issuer" ) and Frank Wingrove, Gerry Gienger and Jim Nelson (the "Obligors" ) . 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 for the purpose of financing the cost of acquiring, by construction or purchase, land, buildings , _improvements and equipment, or any interest therein, suitable for use as clinic facilities ; and (b) The Obligors wish 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 a principal amount sufficient to finance the costs of the acquisition by construction or purchase of land, buildings , equipment and improvements suitable for use as a dental clinic (the "Project" ) , located within the Issuer. (c) 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 . 2. Undertakings on the Part of the Issuer. (a) The Issuer will begin the proceedings necessary to authorize the issuance of such bonds in an aggregate principal amount not to exceed $1 , 500, 000. (b) 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 Obligors , in the issuance and sale of such bonds , and the proceeds from the issuance of such bonds shall be loaned to the Obligors 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. 3 . Undertakings on the Part of the Obligors . (a) They 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 . -3- BELIN, HARRIS, HELMICK & HEARTNEY. LAWYERS, DES MOINES, IOWA (b) They, or a partnership or other legal entity formed by them, will enter into a Loan Agreement with the Issuer under the terms of which such party 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 . 4. General Provisions . (a) All commitments on the part of the Issuer and the Obligors herein are subject to the condition that on or before two years from the date hereof (or such other date as shall be mutually agreed to) the Issuer and the Obligors shall have agreed to mutually acceptable terms relating to the issuance and sale of such bonds . (b) The Obligors agree that they will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at their 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. (c) 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 . Dated this 10th day of August , 1981 . Waterloo, Iowa By C!)-L0 r f Mayor, Leo P. Rooff Attest: � r C "ez , L ry P. ur r (Seal)( By Frank Wingrove By Gerry Gienger By Jim Nelson -4- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA State of Iowa County of Black Hawk SS: City of Waterloo I , the undersigned, do hereby certify that I am the duly appointed, qualified and acting City Clerk of the aforementioned City and that as such I have in my possession or have access to the complete official records of said City and of its Council and officers ; and that I have carefully compared the transcript hereto attached with the aforesaid official records and that said transcript hereto attached is a true, correct and complete copy of all of the official records showing the action taken by the City Council of said City to authorize the- execution of a Memorandum of Agreement by and between Frank Wingrove, Gerry Gienger and Jim Nelson and said City. WITNESS my hand and the seal of said City hereto affixed this 13th day of August , 1981 . 1 bit Cler , Larry P, urger (Seal) ' -5- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA