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HomeMy WebLinkAbout1981-124-03.23.1981 RESOLUTION NO. 1981-124 A RESOLUTION DETERMINING TO PROCEED WITH THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1981 (MIDWEST ENERGY AGRI PRODUCTS , INC. PROJECT) , IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $3, 350, 000 OF THE CITY OF WATERLOO, IOWA, AND AUTHORIZING EXECUTION OF A MEMORANDUM OF AGREEMENT. WHEREAS, the City of Waterloo, Iowa (hereinafter referred to as the "City" ) , is a municipal corporation organized and ex- isting under the Constitution and laws of the State of Iowa, and is authorized and empowered by Chapter 419 of the Code of Iowa (here- inafter referred to as the "Act") , to issue industrial development revenue bonds, the proceeds from the sale of which shall be used to defray all or a portion of the cost of acquiring, constructing, im- proving and equipping a "Project" , as that term is defined in the Act, to be leased to a corporation for rentals sufficient to pay, when due, the principal of and interest and redemption premium, if any, on said bonds, all for the purpose of securing and developing industry and trade within or near the City in order to create jobs and employment opportunities and to improve the economic welfare of the residents of the City and of the State of Iowa; and WHEREAS , the City Council of the City has been requested by Midwest Energy Agri Products, Inc. , an Iowa corporation (here- inafter referred to as the "Company" ) , to authorize and issue its Industrial Development Revenue Bonds pursuant to the provisions of the Act for the purpose of defraying all or a portion of the cost of the acquisition, construction, improving and equipping of an industrial development project located within eight (8) miles of the City, consisting of the acquisition, construction, improving and equipping of a new facility suitable for use by the Company as an alcohol processing and distillation plant to manufacture alcohol from grain (hereinafter referred to as the "Project" ) , which Project will be owned by the City and leased to and operated by the Company; and WHEREAS, said Project will create employment opportunities for residents of the City and the surrounding area; will enhance the tax base of the City and overlapping taxing jurisdictions and will provide and induce other public benefits flowing from the conducting of increased industrial operations which will add to the welfare and prosperity of the City and its inhabitants; and WHEREAS, the City Council of the City has determined that the amount necessary to defray all or a portion of the cost of acquisition, construction, improving and equipping the Project, including necessary expenses incidental thereto, will require the issuance by the City of its Industrial Development Revenue Bonds in an aggregate principal amount not to exceed $3 , 350 , 000 (the "Bonds") , pursuant to the provisions of the Act, and it is pro- posed that the City use said amount to finance the Project to be leased to Company pursuant to a Lease, by and between the City and Company under which rentals will be paid by the Company in amounts sufficient to pay the principal of and interest and premium, if any, on the Bonds, and as and when the same shall be due; and WHEREAS, the Bonds, if issued, shall be limited obliga- tions of the City, and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers, and the principal of and interest and premium, if any, on the Bonds shall be payable solely out of the rents and revenues derived from the Project to be financed by the Bonds; and WHEREAS, regulations promulgated under Section 103 of the Internal Revenue Code of 1954 , as amended, may require that the Issuer of such Bonds adopt a Resolution with respect to such Bonds or take "some other similar official action" toward the issuance of such Bonds prior to the commencement of construction or acquisition relating to the proposed Project, and it is in- tended that this Resolution shall constitute "some other similar official action" toward the issuance of the Bonds within the meaning of said federal income tax regulations; and WHEREAS, there has been presented to the City Council of the City a Memorandum of Agreement, attached hereto as "Exhibit A" which sets forth certain mutual undertakings and agreements between the City and Company, relating to the further processing and issuance of said Bonds, and the City Council of the City believes it desirable and in its best interest that said Memorandum of Agreement be executed for and on behalf of the City; and WHEREAS, notice of intention to issue the Bonds has been published and the City has conducted a public hearing pur- suant to such published notice, all as required by the Act; and WHEREAS , the City deems it necessary and advisable to take such actions as may be required under the Act to authorize the Bonds and the Company has requested satisfactory assurances from the City that the proceeds from the sale of the Bonds will be made available for the financing of the Project; NOW, THEREFORE, Be It and It Is Hereby Resolved by the City Council of the City of Waterloo, Iowa, as follows : -2- Section 1. That it is herein found, determined and declared to be necessary and advisable to proceed with the financ- ing of the Project from the proceeds of the Bonds to be issued in an aggregate principal amount not to exceed $3, 350 , 000 , and the City Council of the City hereby approves the Project and agrees to finance the same with the proceeds of the Bonds . Section 2. That any authorization of the issuance and sale of the Bonds and the approval of various documents relating to the financing of the Project shall be by further resolution of the City Council of the City. Section 3. The City recognizes that regulations promul- gated under Section 103 of the Internal Revenue Code of 1954 , as amended, may require the taking by this City Council of official action or "some other similar official action" , if interest on industrial development revenue bonds issued by the City and used to acquire, construct, improve and equip such industrial develop- ment projects is to be exempt from federal income taxes. In order to preserve such exemption, this Resolution is intended to constitute solely for federal income tax purposes official action or "some other similar official action" with respect to the issuance of the Bonds. Section 4. That in order to assure the acquisition, construction, improvement and equipping of these industrial facilities in the City of Waterloo, Iowa, with the resulting public benefits which will flow from the operation thereof, it is deemed necessary and advisable that the Memorandum of Agree- ment, in the form attached hereto as "Exhibit A" , be approved and that the Mayor of the City be and hereby is authorized and directed to execute said Memorandum of Agreement and the City Clerk of the City be and hereby is authorized to attest the same and to affix the seal of the City thereto and said Memo- randum of Agreement is hereby made a part of this Resolution. Section 5. In order that the Project will not be unduly delayed, Company is hereby authorized to make such commitments, expenditures and advances toward payment of the costs of the Project as it considers appropriate, subject to reimbursement from the proceeds of the Bonds when and if delivered, but otherwise without liability on the part of the City. Section 6. That officials of the City 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 7. All Resolutions and Orders or parts thereof, in conflict herewith are, to the extent of such conflict, hereby repealed, and this Resolution shall be in full force and effect immediately upon its adoption. -3- ADOPTED AND APPROVED by the City Council of the City of Waterloo, Iowa, this 16th day of March, 1981 City of Waterloo, Iowa (SEAL) Leo P. Rooff, ►.. .tor ATTEST: Larry . B er, City rk -4- "EXHIBIT A" MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT by and between the City of Waterloo, Iowa, party of the first part (the "City") , and Midwest Energy Agri Products, Inc. , an Iowa corporation, party of the sec- ond part (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 City is an incorporated municipality of the State of Iowa, authorized and empowered by the provisions of Chapter 419 of the Code of Iowa (the "Act") , to issue industrial development revenue bonds for the purpose of defraying all or a portion of the cost of acquiring and improving land, buildings and equipment suit- able for industrial projects as defined therein; and (b) In order to provide for industrial development and employment opportunities for the inhabitants of the City and to add to the welfare and prosperity of the City and of such inhabitants, the City proposes to use the proceeds derived from the issuance and sale of its Industrial Development Revenue Bonds, Series 1981 (Midwest Energy Agri Products, Inc. Project) , in an aggregate prin- cipal amount not to exceed $3,350, 000 (the "Bonds") , for the pur- pose of financing the acquisition, construction, improving and equipping of an industrial development project within eight (8) miles of the City, consisting of the acquisition, construction, improving and equipping of a new facility suitable for use by Company as an alcohol processing and distillation plant to manu- facture alcohol from grain (the "Project") , which Project will be leased to the Company for rentals 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 (c) In view of the rising construction costs and the immediate need for the products of the Project, it is considered essential that acquisition and construction related to the Project commence at the earliest practicable date, and that orders be placed for acquiring the necessary improvements and equipment. At the same time, in view of the possibility of financing facili- ties similar to the Project in other states and communities under conditions beneficial to the Company and the difficulty of obtain- ing other financing for the Project, the Company desires satis- factory assurances from the City that the proceeds from the sale of the Bonds will be made available in an amount sufficient to finance all or a portion of the cost of the Project, which cost, including the expenses related to the issuance of the Bonds, is presently estimated not to exceed $3 , 350, 000; and 3. Undertakings on the Part of the Company. The Company covenants and agrees as follows : (a) That it will cooperate with the City to sell the Bonds in an aggregate principal amount as above stated; provided, however, that the terms of the Bonds and of the sale and delivery thereof shall be mutually satisfactory to the City and the Company. (b) That it has not, prior to the execution of this agreement and the taking of "official action" toward the issuance of the Bonds by the City, acquired or commenced construction of the Project, or any part thereof, and has not entered into any contracts or paid or incurred any costs related thereto, which will be paid or reimbursed from the proceeds of the Bonds, when and if issued. The Company does, however, represent that it now intends to enter into a contract or contracts for the acquisition, construction, improvement and equipping of the Project and take, with reasonable diligence, the other necessary steps toward the realization of the Project. (c) That contemporaneously with the issuance and sale of the Bonds it will execute the Lease with the City under the terms of which the Company will obligate itself to pay to the City rentals in sums sufficient in the aggregate to pay the prin- cipal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable, such Lease to contain other provisions required by law and as shall be mutually acceptable to the City and the Company. (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. 4. General Provisions. (a) All commitments of the City under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the condition that on or before , 1981 (or such other date as shall be mutually satisfactory to the City and the Company) , the City and the Company 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 documents referred to in paragraph 3 and the proceedings referred to in paragraphs 2 and 3 hereof. (b) Whether or not the events set forth in (a) of this paragraph take place within the time set forth or any extension thereof, the Company agrees that it will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City may incur, including but not limited to, legal fees, printing and publication costs and filing fees arising from the -3- execution of this Agreement and the performance, or preparation to perform by the City of its obligations hereunder, or done at the request of the Company. (c) All commitments of the City hereof are further subject to the conditions that the City, and its elected and appointed officials, shall in no event incur any liability for any act or omission hereunder, including, but not limited to, the failure for any reason to further authorize and issue the Bonds, and that the Bonds described herein shall not constitute an indebtedness of the City within the meaning of any constitu- tional or statutory provision and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. IN WITNESS WHEREOF the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 16th day of March, 1981. City of Waterloo, Iowa (Seal of the City) Leo P. Rooff, M r Attest: L ry Burger, C ' y C erk Midwest Energy Agri Products , Inc. (Seal of Company) Title: Attest: Title : -4- RESOLUTION NO . 1981-123 RESOLUTION FIXING THE TIME AND PLACE OF HEARING TO BE GIVEN ON APPLICATION OF WATERLOO ZONING COMMISSION TO REZONE FROM "S-1" SHOPPING CENTER DISTRICT TO "R-2" ONE AND TWO FAMILY RESIDENCE DISTRICT A PARCEL OF LAND OF 2 . 1 ACRES GENERALLY LOCATED WEST OF FLETCHER AVENUE AND NORTH OF REBER AVENUE AS APRIL 20 , 1981 AT 7 : 00 P .M. IN THE COUNCIL CHAMBERS IN CITY HALL AND INSTRUCTING CLERK TO PUBLISH NOTICE OF HEARING. WHEREAS , the Council of the City of Waterloo , Iowa, shall meet in the Council Chambers in the City Hall in the City of Waterloo , Iowa at 7 : 00 P„M. on the 20th day of April, 1981 for the purpose of considering and acting upon an application of the Waterloo Zoning Commission to rezone from "S-1" Shopping Center to "R-2" One and Two Family Residence District land generally located west of Fletcher Avenue and north of Reber Avenue legally described as follows : Unplatted Waterloo West part of NE 1/4 SW 1/4 Section 27 T 89 R 13 described as follows : Beg at a pt on the N Line of Reber Ave a dist of 145 ft W of W Line of Fletcher Avenue ; th N 233 . 7 feet ; thence W 55 ft ; th N 92 . 85 ft to SE line of Hwy No . 63 ; th SWLY along Hwy No . 63 to N line of Reber Ave ; th E to Pt of Beg. now, therefore, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF WATERLOO , IOWA that the City Clerk is hereby directed to publish notice of the time and place of said hearing in the Waterloo Courier. Passed and adopted this 23rd day of March, 1981 . Leo P . Rooff, tz `- ATTEST: b.., N s tr ' s 1-1 1 Lar P urger, ty Clerk 1Z Os J -it N CNo_ `-1 0 C) iJ H O C'1Z" t7 Otr' O ' C") JC 00 b; Qb; 7iQtr1 H H to b.' H 0 H t, • s O 0 SHO '1tJtr1 . tr. CD CD HH Ot=' 03 � Hsx n Qitr' tr1 <4 a) t1; c t' r'jOn � x > H • H s S H -i HQHH ?HsoDtrins F s cu t17 t7 t= t'i H Ca iH `4 M CDtr' <4 o c <4trot700tr1 cv CD to H Llti clo� t7 H <4c) n tri tr+ C Dt% "Hn� tits 1-1Q HCD b1H b `-1 0H Cr7 <4 � '1CD W SOH 0 cv .,; .-ram s to t cj