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HomeMy WebLinkAbout26883 RESOLUTION NO. 2 6 8 8 3 RESOLUTION CONFIRMING THE APPROVAL OF PLANS, SPECIFICATIONS, ETC. , FOR F.Y. 1980 RAVING PROGRAM NO. 1, CONTRACT NO. 176. WHEREAS, the City Council of the City of Waterloo, Iowa, heretofore instructed the City Engineer of said City to pre- pare proposed plans, specifications, etc. , for the F.Y. 1980 Paving Program No. 1, in the City of Waterloo, Iowa, known as Contract No. 176, and WHEREAS, said Engineer did file said preliminary plans specifications, etc. , for the F.Y. 1980 Paving Program No. 1, known as Contract No. 176, which were preliminarily approved on March 3, 1980. WHEREAS, a Public Hearing, upon notice, was held on March 24, 1980, and no objections were made, now, therefore, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF WATERLOO, IOWA: That said proposed plans specifications, etc. , for the F.Y. 1980 Paving Program No. 1, in the City of Waterloo, Iowa, known as Contract No. 176, be, and the same are hereby, approved as filed. Passed and adopted this 24th day of March, 1980. Leo P. Rooff, 4; or :ATTEST: ry P urger, C ' y Clerk. CD' N o n. tiH � o Hero 1 , t14 O CuH t tr EH �.. w C 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 autho- rized 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 All Resolutions and Orders or parts thereof, in conflict herewith are, to the extent of such conflict, hereby repealed , and this Resolution shall be in full force and effect immediately upon its adoption. Adopted and approved March 10, 1980. City of Waterloo , Iowa (SEAL) Leo P. Rooff, Mayor Attest : Larry P. Burger, City Clerk * * * * * * * * 9 • f . CLERK 'S CERTIFICATE Larry P. Burger I , $amoaompbeia , being first duly sworn do hereby depose and certify that I am the duly appointed and qualified Acting City Clerk of the City of Waterloo, in the County of Black Hawk, State of Iowa; that as such I have in my possession, or have access to, the complete corporate records of said City and of its Council and officers; 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 the corporate records showing the action taken by the City Council of said City at a meeting open to the public on March 10, 1980, regarding the issuance of not to exceed $800, 000 aggregate principal amount of Industrial Development Revenue Bonds (Waterloo Steel and Equipment Properties, Inc. Project) Series 1980, of the City of Waterloo, Iowa , directing publication of a notice of intention to issue , and scheduling a public hearing on the proposal to issue said Bonds, and authorizing execution of a Memorandum of Agreement; 1 that said proceedings remain in full force and effect and have not been amended or rescinded in any way; that said meeting and all action thereat was duly and publicly held , with members of the public in attendance , in accordance with a notice of meeting and tentative agenda, a copy of which was timely served j on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant-to the local rules of the Council and the provisions of Chapter 28A, Iowa Code, and upon reasonable _. advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law. , Witness my hand and the Corporate Seal of said City hereto affixed this 10th day of March, 1980. /----; ZS,te,_:4-4---------- (SEAL) o Ci Cl erk Larry P. Egifger .--. State of Iowa ) ) SS. : County of Black Hawk ) Subscribed and sworn to before me this day, the date last above written. Notary Publi in and for t (SEAL) State of Iowa (This Notice to be Posted) NOTICE AND CALL OF COUNCIL MEETING Governmental Body: The City Council of Waterloo , Iowa . Date of Meeting : March 10, 1980 Time of Meeting : 7: 00 P.M. Place of Meeting : Council Chambers City Hall • Waterloo, Iowa PUBLIC NOTICE IS HEREBY GIVEN that the above-mentioned governmental body will meet at the date , time and place above set out . The tentative agenda for said meeting is as follows : 1. Resolution Regarding the Issuance of Not To Exceed $300, 000 Aggregate Principal Amount of Indus- trial Development Revenue Bonds (Waterloo Steel and Equipment Properties , Inc. Project) Series 1980 of the City of Waterloo, Iowa , Directing Publication of a Notice of Intention to Issue , and Calling a Public Hearing on the Proposal to Issue Said Bonds and Authorizing Execution of a Memorandum of Agreement. 2. Such additional matters as are set forth on the additional page( s) attached hereto ( attach copy of agenda) . This notice is given at the direction of the Mayor, pur- suant to Chapter 28A, Iowa Code, as amended , and the local rules of said governmental body. -Wom--Cbmigb4-T-4 .6;4441,5,4 Clerk of- the City of Waterloo, Iowa • • -11- t.. • EXHIBIT "A" MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, in Black Hawk County, Iowa , party of the first part ( hereinafter referred to as the "City" ) , and Waterloo Steel and Equipment Properties , Inc . , an Iowa corporation, Party of the second part ( hereinafter referred to as 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 suitable 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 inha- bitants, the City proposes to loan to the Company funds to • finance all or a portion of the cost of the acquisition , construction, improving in equipping of an industrial develop- ment project located within the City of Waterloo, Iowa , con- sisting of the acquisition of land and an existing building thereon, the renovation and improving of said existing building , and the acquisition and installation of machinery and equipment therein, all to be suitable for use in the fabrica- tion of steel and related manufacturing processes ( herein referred to as the "Project" ) ; and ( c) In view of the rising costs and the immediate need for the products of the Project, it is considered essential that acquisition and renovation 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 facilities similar to the Project in other states and communities under conditions beneficial to the Company and the difficulty of obtaining other financing for the Project, the Company desires satisfactory assurances from the City that the proceeds from the sale of Industrial Development Revenue Bonds of the City 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 $800, 000. -1- w 9 u ( d) Representatives of the City have indicated the will- ingness of the City to proceed with and effect such financing as an inducement to the Company to locate the Project in the City and the City has 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 , conditions and things required to exist , happen and be performed precedent to and in connection with such financing in due time, form and manner as required by law, the City, by virtue of such statutory authority as may now exist or may hereafter be conferred , will issue and sell its Bonds in an amount sufficient to finance all or a portion of the cost of the Project. ( e) The City considers that the undertaking of the Project will promote industrial development of the City, provide em- ployment opportunities for the inhabitants of the City, enhance the tax base of the City and overlapping taxing jurisdictions, increase the City' s commerce and add to the welfare and pros- perity of the City and that of its inhabitants. 2. Undertakings on the Part of the City. The City agrees as follows : ( a) That it will authorize , or cause to be authorized , the issuance and sale of an issue of its Bonds, pursuant to the terms of the Act as then in force , in an aggregate principal 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 $800, 000. ( b) That it will cooperate with Company to sell the Bonds upon mutually agreeable terms, and it will adopt, or cause to be adopted , such proceedings and authorize the execution of such documents as may be necessary or advisable for the autho- rization, issuance and sale of the Bonds and the financing of the Project as aforesaid , and the entering into a Loan Agree- ment with the Company with respect to the Project, all as shall be authorized by law and mutually satisfactory to the City and the Company. ( c) That the aggregate basic payments ( i.e. the Payments to be used to pay the principal of and premium, if any, and interest on the Bonds) payable under the Loan Agreement 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 . -2- t a (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to imple- ment the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 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 deli- very thereof shall be mutually satisfactory to the City and the Company. ( b) That it has not, prior to the execution of this agree- ment 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 sale of the Bonds it will execute a Loan Agreement with the City under the terms of which the Company will obligate itself to pay to the City sums sufficient in the aggregate 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, such instrument to contain other provisions required by law and such other provi- sions 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 afore- said 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 March 31, 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 accep- table terms for the Bonds and of the sale and delivery thereof, -3- • • v, • fV • 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 execution of this Agreement and the performance, or Preparation to perform by the City of its obligations here- under, 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, and that the Bonds described herein shall not constitute an indebtedness of the City within the meaning of any constitutional 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 / 0 day of March, 1980. City of Waterloo, Iowa (Seal of City) C ' Leo . Rooff , a r Attest : Cit.-y"Z1 erk Larry P. Waterloo Steel and Equipment Properties , Inc. (No Corporate Seal) William G. Miller, President 4