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HomeMy WebLinkAbout1981-354-07.06.1981 637/- 3 S {L July 6 , 1981 The City Council of the City of Waterloo, Iowa met in regular session CaraIle Hill Elementary School at 7 : 00 o 'clock P .M. atAbktlnregu xireAtangxlitl eex.in said City. The meeting was called to order and there were present Leo P. Rooff, Mayor, in the chair, and the following named Councilmen: Getty, Wilharm, Roehr, Dowie , Bowers and Burton. Absent: Penaluna * * * * * * * * Councilman Burton introduced and caused to be read Resolu- tion No. 198 1-35 4entitled, "A Resolution Authorizing the Execution of a Memorandum of Agreement by and between the City of Waterloo, Iowa and Northeast Professional Clinic, a Partnership, regarding the issuance of Industrial Revenue Bonds", and moved its adoption; seconded by Councilman Bowers 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 Councilmen voted: Aye: Getty, Wilharm, Roehr, Dowie , Bowers and Burton. Nay: None . Whereupon, the Mayor declared said resolution duly adopted and signed his approval thereto. * * * * * * * * Upon motion and vote the meeting adjourned. Mayor, Le! Rooff Attest: \\--irk ,�A I . LAB Deput i ty Clerk Michelle Temeyer ' RESOLUTION NO. 1981-354 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY OF WATERLOO, IOWA AND NORTHEAST PROFESSIONAL CLINIC, REGARDING THE ISSUANCE OF 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 specific- ally Chapter 419, Code of Iowa, 1981 , as supplemented and amended (the "Act") , to acquire, improve and equip all or any part of, or any interest in, land, buildings or improvements suitable for the use of a clinic; 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 fixtures for use as a dental clinic building and parking facility (hereinafter referred to collectively as the "Industrial Facilities") , of Northeast Professional Clinic, (the "Partnership") , an Iowa partnership, located in the City; and WHEREAS, the location of the Industrial Facilities within the City will improve the general health and welfare of the inhabitants of the City; and WHEREAS, it is deemed necessary and advisable, to promote the general health and welfare of the inhabitants of the City and add to the property tax base, that the Industrial Facilities be undertaken at the earliest practicable date, and the Partnership has requested satisfactory assurances from the City that the proceeds of the sale of one or more issues of Industrial Revenue -1- Bonds of the City in an aggregate amount sufficient to finance the Industrial Facilities, currently estimated not to exceed $300,000, 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 Industrial Facilities; and WHEREAS, a form of agreement, designated as a "Memorandum of Agreement", has been prepared under which the Partnership has stated its willingness to arrange for the acquisition, improvement and equipping of the Industrial Facilities and to enter into contracts therefor and, at the time of delivery of the bonds, to convey, grant or lease the Industrial Facilities and assign such contracts to the City, or agree to complete the acquisition , improvement and equipping of the Industrial Facilities, and to enter into a lease of the Industrial Facilities from the City, or a contract to purchase the Indus- trial Facilities from the City, or a loan agreement with the City with respect to the Industrial Facilities, or any combination of the foregoing, under which the Partnership 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 Industrial Facilities in the Partnership, the Partner- ship shall be obligated to purchase the interest, if any, of the City in the Industrial Facilities 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 Partnership; NOW, THEREFORE, Be It Resolved by the City Council of the City of Waterloo, Iowa, as follows : -2- Section 1 . That in order to insure the acquisition, improvement and equipping of the Industrial Facilities 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 Industrial Facilities currently estimated not to exceed $300,000, 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 Part- nership 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 Industrial Facilities 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. Adopted July 6, 1981 . Mayor, Leo Rooff Attest: Deput City Clerk , Michelle Temey r -3- 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 Northeast Professional Clinic, an Iowa Partner- ship (hereinafter referred to as the "Partnership") , 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, 1981 , as supplemented and amended (the "Act") , to acquire, improve and equip all or any part of, or any interest in, land, buildings or improvements suitable for the use of a clinic. (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 and fixtures for use as a dental clinic building and parking facility, (hereinafter referred to collectively as the "Industrial Facilities") , located in the City, and to lease or sell , or both, the Industrial Facilities to the Partnership, or enter into a loan agreement with the Partnership with respect to the Industrial Facilities , 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") . -1 - (d) It is deemed necessary and advisable, to accomplish the purposes of the Act, that the Industrial Facilities be undertaken at the earliest practicable date, and the Partnership has requested satisfactory assurances from the City that the proceeds of the sale of one or more issues of Indus- trial Revenue Bonds of the City will be made available to finance the Indus- trial Facilities. (e) Representatives of the City have indicated the willingness of the City to proceed with and effect such financing and have advised the Part- nership 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 Industrial Facilities currently estimated not to exceed $300,000. 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 of one or more issues of its Industrial Revenue Bonds , in an aggregate principal amount sufficient to finance the cost of the Industrial Facilities currently estimated not to exceed $300,000. (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 authoriz- ation, issance and sale of the bonds and the acquiring, improving and equipping of the Industrial Facilities as aforesaid, and the entering into and performance of an Agreement with the Partnership with respect to the Industrial Facilities , -2- all as then shall be authorized by law and mutually satisfactory to the City and the Partnership. (c) That the aggregate periodic payments to be used to pay the principal of, and interest and premium, if any, on the bonds payable under the Agreement with the Partnership 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 Industrial Facilities in the Partnership, the Partnership shall have an obligation to purchase the interest of the City, if any, in the Indus- trial Facilities 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 undertak- ings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Partnership. Subject to the conditions above stated, the Partnership 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 Industrial Facilities , and at the time of the delivery of the bonds, it will convey, grant or lease the Industrial Facilities and assign such contracts to the City or agree to complete the acquisition, improvement and equipment of the Industrial Facilities. (c) That contemporaneously with the delivery of the bonds , it will enter into an Agreement with the City under the terms of which the Partnership 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 -3- 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 Partner- ship. (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. (e) That it is a partnership composed of Robert C. Anderson, Cam Bolick, Robert C. Landau and Earl E. Moses. 4. General Provisions. (a) All commitments of the City under Paragraph 2 hereof and of the Partnership 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 Partnership) , (i ) the City and the Partnership 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 Partnership will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City may incur at the Partnership '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. -4- (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 Partnership will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City may incur at the Partnership'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 Memorandum of Agreement by their officers thereunto duly authorized as of the 6th day of July, 1981 . CITY OF WATERLOO, IOWA ^ice �yR'l� (SEAL) Mayor, Leo P. fo, ff Attest: Deputy ity Cler , Michelle Teme er NORTHEAST PROFESSIONAL CLINIC By By By -5- 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 July 6, 1981 , to authorize the execution of a Memorandum of Agreement by and between said City and Northeast Professional Clinic, regard- ing the issuance of Industrial Revenue Bonds. WITNESS my hand and the corporate seal of said City hereto affixed at Waterloo, Iowa, this 9th day of July, 1981 . IK Deputy ity Clerk, Michelle Teme r (SEAL) STATE OF IOWA ) ) ss COUNTY OF BLACK HAWK) Subscribed and sworn to before me this day, the date last above written. Notary Public in tind for the State of Iowa My commission expires: 1:1`&15 (SEAL) • * * * * Upon motion and vote, the meeting adjourned. (-40 Vel-Cr'W Mayor , Leo P. Ro f Attest: rr„,J„,s, Dep y City Clerk, Michellei'Temeyer (Seal) -2- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA