Loading...
HomeMy WebLinkAbout1981-243-05.26.1981 Memorandum of Agreement Waterloo, Iowa May 18 , 1981 The City Council of Waterloo, Iowa, met in regular session on the 18th day of May , 1981, at / : 00 o' clock, R, .m. , at the City Hall Council ChamhPrs , 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: Wilharm, Burton , Rowers , Getty, DowiP , Roehr, Penaluna Absent: None Matters were discussed relative to the financing of a project pursuant to Chapter 419 of the Iowa Code. Whereupon, Council Member - Bowers introduced a resolution entitled "A Resolution authorizing the execution of a Memorandum of Agreement with Harald P. Nickel, Dieter K. Nickel, Richard Braun, Rollin A. Hoffert, Larry Haapoja and Donald E. Scheer, as individuals or a general partnership to be formed by them" and moved its adoption; seconded by Council Member Dowie . 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: Wilharm, Burton, Bowers , Getty, Dowie , Roehr , Penaluna 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. P. if Attest: InIkrry-t_ • ichell Temeyer, DeputyClerk (Seal ) -1- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA RESOLUTION -No 1981-243 A Resolution authorizing the execution of a Memorandum of Agreement with Harald P. Nickel, Dieter K. Nickel, Richard Braun, Rollin A. Hoffert, Larry Haapoja and Donald E. Scheer, as individuals or a general partnership to be formed by them WHEREAS, the City of Waterloo, Iowa, in the County of Blackhawk, 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 the use of any industry or industries for the manufacturing, processing or assembling of any agricultural or manufactured products or of any commercial enterprise engaged in storing, warehousing or distributing products of agriculture, mining or industry, or of a national, regional or divisional headquarters facility of a company that does multistate business; and WHEREAS, the Issuer has been requested by Harald P. Nickel, Dieter K. Nickel, Richard Braun, Rollin A. Hoffert, Larry Haapoja and Donald E. Scheer, as individuals or a general partnership to be formed by them (the "Company" ) to issue its revenue bonds pursuant to the Act for the purpose of financing the acquisition by construction or purchase of land, buildings, equipment and improvements to be leased to Dynamic Tool Company suitable for its use as a manufacturing facility (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. -2- BELIN, HARRIS,_HELMICK & HEAFRTNEY, LAWYERS, DES MOINES, IOWA Section 3. That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved this 18th day of May 1981. Mayor, Leo P. Rooff ttest: Mich lle Temeyer, Deputy Cit Clerk (Seal) -3- 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 Harald P. Nickel, Dieter K. Nickel, Richard Braun, Rollin A. Hoffert, Larry Haapoja and Donald E. Scheer, as individuals or a general partnership to be formed by them (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 for the purpose of financing the cost of acquiring, by construction or purchase, land, buildings, improvements and equipment, or any interest therein, suitable for the use of any industry or industries for the manufacturing, processing or assembling of any agricultural or manufactured products or of any commercial enterprise engaged in storing, warehousing or distributing products of agriculture, mining or industry, or of a national, regional or divisional headquarters facility of a company that does multistate business. (b) 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 a principal amount sufficient to finance the costs of the acquisition by construction or purchase of land, buildings, equipment and improvements to be leased to Dynamic Tool Company suitable for its use as a manufacturing facility (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 $300, 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 Company, in the issuance and sale of such bonds, 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. -4- BELIN, HARRIS, HELMICK & HEARTNEY. LAWYERS. DES MOINES, IOWA 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. 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) The Company agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at its request arising from the execution of this Agreement and the performance by the Issuer of its obligation hereunder. (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 18th day of May , 1981. Waterloo, Iowa By C '✓ Mayor Leo P . R.A F f Attest: Michelle Temeyer, Deputy Ci y Clerk (Seal) -5- BELIN, HARRI$, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA Harald P. Nickel Dieter K. Nickel Richard Braun Rollin A. Hoffert Larry Haapoja Donald E. Scheer -6- 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 Harald P. Nickel, Dieter K. Nickel, Richard Braun, Rollin A. Hoffert, Larry Haapoja and Donald E. Scheer, as individuals or a general partnership to be formed by them (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 for the purpose of financing the cost of acquiring, by construction or purchase, land, buildings, improvements and equipment, or any interest therein, suitable for the use of any industry or industries for the manufacturing, processing or assembling of any agricultural or manufactured products or of any commercial enterprise engaged in storing, warehousing or distributing products of agriculture, mining or industry, or of a national, regional or divisional headquarters facility of a company that does multistate business. (b) 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 a principal amount sufficient to finance the costs of the acquisition by construction or purchase of land, buildings, equipment and improvements to be leased to Dynamic Tool Company suitable for its use as a manufacturing facility (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 $300, 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 Company, in the issuance and sale of such bonds, 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. -4- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA 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. 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) The Company agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at its request arising from the execution of this Agreement and the performance by the Issuer of its obligation hereunder. (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 donstitutional 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 18th day of May , 1981. Waterloo, Iowa • By c3 ,47- Mayor , Leo P. Ro' f Attest: Michelle Temeyer, Deputy City Clerk (Seal) -5- BELIN, HARRIS, HELMICK & HEARTNEY. LAWYERS, DES MOINES, IOWA Harald P. Nickel Dieter K. Nickel Richard Braun Rollin A. Hoffert Larry Haapoja Donald E. Scheer • -6- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA