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Home My WebLink About26831 °CRC :d Memorandum of Agreement Y. Waterloo, Iowa March 10 , 1980 The City Council of Waterloo, Iowa, met in Regular session on the 3rd day of March , 1980, at Seven o' clock, P .m. , at the Council Chambers , in Waterloo, Iowa. The meeting r was called to order and there were present Leo P. Rooff , Mayor, in the chair, and the following named Council Members: Y Delman Bowers , James Burton, Frank Dowie, Harold Getty, Thomas Penaluna Jack Roehr, Robert Wilharm x Absent: None • ' Matters were discussed relative to the financing of a project pursuant to Chapter 419 of the Iowa Code. Whereupon, Council Member Dowie introduced a resolution entitled "A Resolution authorizing the execution of a Memorandum of Agreement with Hellman Design Associates, Inc. " and moved its adoption; seconded by Council Member Wilharm . 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 : Bowers , Burton, Dowie, Getty, Penaluna, Roehr , Wilharm Nays : None • Whereupon, the Mayor declared said resolution duly adopted and approval was signed thereto. * * * * Upon motion and vote, the meeting adjourned. ,----) Mayor Attest: 9- j : . ! iI) zi `r_ CityC1erk A i� (Seal ) -1- BELIN. HARRIS. HELMICK & LOVRIEN. LAWYERS, DES MOINES. IOWA • RESOLUTION taAilD A Resolution authorizing the execution of a Memorandum of Agreement with Hellman Design Associates, Inc. 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, 1979, 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 Hellman Design Associates, Inc. (the "Company" ) to issue its revenue bonds pursuant to the Act for the purpose of financing the acquisition by purchase of land, buildings, equipment and improvements and construction of additional improvements suitable for use as graphic design studio engaged in processing and distributing artistic products for industrial and commercial use (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. A t -2- BELIN..HARRIS. HELMICK & LOVRIEN. LAWYERS. DES MOINES. IOWA wW1-� cy' °` Section 3. That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved this 3rd day of March , 1980. I s-''I 6 e#Ir.'.'(7 aft) ''''.-(f) ' Mayor Attest: lL /i,41/ . / '‘ Cit� Clerk's (Seal) • -3 BELIN. HARRIS. HELMICK & LOVRIEN. LAWYERS. DES MOINES, IOWA EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, Iowa, ( the "Issuer" ) and Hellman Design Associates, Inc. (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, 1979, 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 purchase of land, buildings, equipment and improvements and construction of additional improvements suitable for use as graphic design studio engaged in processing and distributing artistic products for industrial and commercial use (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 the aggregate principal amount not to exceed $1, 000, 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 . 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 . -4- BELIN. HARRIS. HELMICK & LOVRIEN, LAWYERS, DES MOINES. IOWA • (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 s terms relating to the issuance and sale of bonds. (b) The Company agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the 1 Issuer may incur at its request arising from the execution of this i Agreement and the performance by the Issuer of its obligation hereunder. 4 (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 5 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 3rd day of March , 1980. Waterloo, Iowa BY C2 0 _ 62142 ; _. �"- Mayor Attest: Clerki ! < (Sea Hellman Design Associates, Inc. By (Seal ) -5 SELIN, HARRIS. HELMICK & LOVRIEN. LAWYERS. DES MOINES, IOWA _,..,... L)W1C .. - 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 Hellman _ Design Associates, Inc. and said City. WITNESS my hand and the seal of said City hereto affixed this 10th day of March , 1980. City C erk (Seal) • { -6- BELIN, HARRIS. HELMICK & LOVRIEN, l.AWYFRti [1Fc �t�