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HomeMy WebLinkAbout1981-051-02.09.1981 RESOLUTION NO. 1981-51 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY OF WATERLOO, IOWA AND W. W. GRAINGER, INC . REGARDING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT. REVENUE BONDS. WHEREAS, the City of Waterloo, Iowa (the "City" ) , a municipal corporation of the State of Iowa, is authorized by the laws of the State of Iowa, and specifically Chapter 419 of the Iowa Code, 1979, as supplemented and amended (the "Act" ) , to acquire, improve and equip properties suitable for use by any industry for manufacturing, processing or assembling of products or by any commercial enterprise engaged in storing, warehousing or distributing products of agriculture, mining or industry, and 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 proposes to issue one or more issues of industrial development revenue bonds pursuant to the provisions of the Act as then in effect to finance the costs of certain buildings and related improvements (the "Project" ) constituting an industrial distribution center to be located within the corporate limits of the City and used by W. W. Grainger, Inc. , an Illinois corporation (the "Company" ) , for the storage and shipping of certain of its products ; and WHEREAS, it is deemed necessary and advisable, to accomplish the purposes of the Act, that the Project be undertaken at the earliest practicable date, and the Company has requested satisfactory assurances from the City that the proceeds of the sale of one or more issues of industrial development revenue bonds of the City in an aggregate amount sufficient to finance the Project, currently estimated not to exceed $1, 000, 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 development revenue bonds to finance the cost of the Project ; and WHEREAS, a form of agreement, designated as a "Memoran- dum of Agreement", has been prepared under which the Company has stated its willingness to arrange for the acquiring, improving and equipping of the Project and to enter into contracts therefor and, at the time of delivery of the bonds, to convey, grant or lease the Project and assign such contracts to the City, agree to complete the acquisition, improvement and equipment of the Project, and to enter into a lease of the Project from the City, or a contract to purchase the Project from the City, or a loan agreement with the City with respect to the Project, or any combination of the foregoing, under which the Company will be obligated (directly or through its notes, debentures , bonds or other secured or unsecured debt obligations executed and delivered to evidence or secure its obligations thereunder) to make periodic payments sufficient to pay the principal of and interest and { • -2- 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 Project in the Company, the Company shall be obligated to purchase the interest, if any, of the City in the Project 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 Company; NOW, THEREFORE, Be It Resolved by the City Council of the City of Waterloo, Iowa, as follows: Section 1. That in order to insure the acquisition, improvement and equipment of the Project, with the resulting public benefits which will flow therefrom, it is deemed necessary and advisable that industrial development revenue bonds be issued in an amount sufficient to finance the cost of the Project, currently estimated not to exceed $1,000,000, and that the Memoran- dum 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 Company 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 -3- forth in Exhibit A attached hereto. Section 4 . That the City will issue and sell industrial development revenue bonds in an amount sufficient to finance the costs of the Project, 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 or ordinances and parts thereof in conflict herewith are hereby repealed to the extent of such conflict . Adopted February 9, 1981. Mayor Leo P . Rooff Attest: ty 1 rk arry P . urger -4- EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, Iowa, a municipal corporation of the State of Iowa (hereinafter referred to as the "City" ) , party of the first part, and W. W. Grainger, Inc. , an Illinois corporation (hereinafter referred to as the "Company" ) , 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 of the Iowa Code, 1979, as supplemented and amended (the "Act" ) , to acquire, improve and equip properties suitable for use by any industry for manufacturing, processing or assembling of products or by any commercial enter- prise engaged in storing, warehousing or distributing products of agriculture, mining or industry. (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 develop- ment revenue bonds pursuant to the provisions of the Act as then in effect to finance the costs of certain buildings and related improvements (the "Project" ) constituting an industrial distribu- tion center to be located within the corporate limits of the City and used by the Company for the storage and shipping of certain of its products , and to lease or sell, or both, the Project to the Company, or enter into a loan agreement with the Company with respect to the Project, 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" ) . (d) It is deemed necessary and advisable, to accom- plish the purposes of the Act , that the Project be undertaken at the earliest practicable date, and the Company has requested satisfactory assurances from the City that the proceeds of the sale of one or more issues of industrial development revenue bonds of the City will be made available to finance the Project. (e) Representatives of the City have indicated the willingness of the City to proceed with and effect such financing and have advised the Company 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, condi- tions 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 development revenue bonds in an aggregate amount sufficient to finance the Project, currently estimated not to exceed $1, 000,000. 2. Undertakings on the Part of the City. Subject to the conditions above stated, the City agrees as follows : -2- (a) That it will authorize, or cause to be authorized, the issuance and sale of one or more issues of its industrial development revenue bonds , in an aggregate principal amount sufficient to finance the cost of the Project, currently esti- mated not to exceed $1, 000, 000. • (b) That it will adopt, or cause to be adopted, such proceedings and authorize and direct the execution of such docu- ments and take, or cause to be taken such actions as may be necessary or advisable to effect the authorization, issuance and sale of the bonds and the acquiring, improving and equipping of the Project, as aforesaid, and the entering into and performance of an Agreement with the Company with respect to the Project, all as then shall be authorized by law and mutually satisfactory to the City and the Company. ( 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 Company (directly or through notes , debentures, bonds or other secured or unsecured debt obligations of the Company executed and delivered to evidence or secure its obligations thereunder) , 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 Project in the Company, the Company shall have an obligation to purchase the interest of the City, if any, in the Project for an additional nominal amount. -3- (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 undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Company. Subject to the conditions above stated, the Company 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 Project, and at the time of the delivery of the bonds, it will convey, grant or lease the Project and assign such contracts to the City or agree to complete the acquisition, improvement and equipment of the Project. (c ) That contemporaneously with the delivery of the bonds , it will enter into an Agreement with the City under the terms of which the Company will obligate itself to pay (directly or through its notes , debentures, bonds or other secured or unsecured debt obligations executed and delivered to evidence or secure its obligations thereunder) sums sufficient in the aggre- gate 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, 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 Company. -4- s (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 conditions that, on or before three years from the date hereof (or such other date as shall be mutually satisfactory to the City and the Company) , (i ) 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 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 approv- als requisite to the execution of such documents and the issuance and sale of the bonds shall have been obtained. (b ) The Company will reimburse the City for all reason- able and necessary direct out-of-pocket expenses which the City may incur at the Company ' s request arising from the execution of this Memorandum of Agreement and the performance by the City of its obligations hereunder. 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, this Memorandum of Agreement shall thereupon terminate. _5_ • IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Agreement by their officers thereunto duly authorized as of the 9th day of February, 1981. CITY OF WATERLOO, IOWA • By �" f Mayor (SEAL) Leo P . Rooff Attest: C y Cler L rry P. B er W. W. GRAINGER, INC. ict (SEAL) "i�f~vim Attest : /./ Secretary -6- 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 February 9, 1981, to authorize the execution of a Memorandum of Agreement by and between said City and W. W. Grainger, Inc. , regarding the issuance of Industrial Development Revenue Bonds. WITNESS my hand and the corporate seal of said City hereto affixed at Waterloo, Iowa this 11 day of Fphriiary 1981. y e (SEAL) ' Larry . Burger STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) Subscribed and sworn to before me this day, the date last above written. „(1.3-A0) tary Public My commission expires : 30 c4-3 (Notarial Seal) Waterloo, Iowa February 9, 1981 The City Council of the City of Waterloo, Iowa, met in regular session at 7 : 00 o' clock P.M. , at the Council Chambers of the City Hall 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: Wilharm,Roehr,Getty,Dowie ' Penaluna,Bowers ,Burton - Absent: The City Council investigated and found that notice of intention to issue not to exceed $1,000,000 Industrial Develop- ment Revenue Bonds (W. W. Grainger, Inc. Project) Series 1981 of said City had been duly given by publication on January _, 1981, in the "Waterloo Courier", a legal newspaper published in the City of Waterloo, Black Hawk County, Iowa and having a general circulation within said City. This being the time and place specified in said notice for the conduct of a public hearing on the proposal to issue said bonds , the Mayor announced that any local resident attending the hearing would now he given an op- portunity to express his views for or against the proposal to issue the bonds. After all local residents who appeared at the hearing, who desired to do so, had expressed their views for or against the proposal to issue the bonds , Councilman Bowers introduced and caused to be read Resolution No. 1981-50 entitled: