HomeMy WebLinkAbout26981 RESOLUTION NO. 2 6 9 8 1
RESOLUTION FIXING THE TIME AND PLACE OF HEARING
AND NOTICE TO BE GIVEN ON THE SITE PLAN FOR RC
REATORS GENERALLY LOCATED AT 346 E. RIDGEWAY
AVENUE, A "S-1" SHOPPING CENTER DISTRICT AS JUNE
2, 1980 AT 7:00 P.M. IN THE COUNCIL CHAMBERS 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 o' clock P.M. , on the 2nd day of June,
1980 for the purpose of considering and acting upon a site plan
for RC Realtors, generally located at 346 E.Ridgeway Avenue a
"S--1" Shopping Center District , 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 12th day of May, 1980.
Leo P. Rooff, M r
ATTEST:
Larr P. rger, City erk.
RESOLUTION NO. 26982
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 1980
(HELLMAN DESIGN PROJECT)
IN THE PRINCIPAL AMOUNT OF $450, 000
AND THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH
HELLMAN DESIGN ASSOCIATES, INC.
WHEREAS, the City of Waterloo, Iowa, a municipal corporation in
, the State of Iowa, ( the "Issuer" ) is authorized by Chapter 419 of the
Code of Iowa, 1979, as amended (the "Act" ) to issue revenue bonds and
loan the proceeds of one or more parties to be used to acquire lands
and to acquire by construction or purchase, buildings and improvements
thereon and equipment for the use of any industry or industries for the
manufacturing, processing, warehousing, or assembly of any agricultural
I or manufactured products for the purpose of securing and developing
industry; and
WHEREAS, the Issuer has made the necessary arrangements with
i Hellman Design Associates, Inc . ( the "Company" ) , an Iowa corporation,
for its acquisition by construction or purchase of land , buildings,
improvements and equipment (the "Project" ) located within the Issuer,
which will employ substantial numbers of people from and near the
Issuer with a resulting increased employment, substantial payrolls and
other public benefits flowing therefrom; and
WHEREAS, the Issuer is willing to issue its Industrial Development
Revenue Bond, Series 1980 (Hellman Design Project ) in the principal
amount of $450, 000 (the "Bond" ) to finance the cost of the Project to
that amount and the Issuer will loan the proceeds of the Bond to the
Company pursuant to the provisions of a Loan Agreement, dated as of May
1, 1980, between the Issuer and the Company ( the "Agreement" ) , the
obligations of which will be sufficient to pay the principal of and
interest and prepayment premium, if any, on the Bond , as and when the
same shall be due ; and
WHEREAS, the Issuer proposes to sell the Bond upon a negotiated
basis to The National Bank of Waterloo (the "Lender" ) pursuant to a
bond purchase agreement of even date herewith (the "Bond Purchase
Agreement" ) ;
NOW, THEREFORE, be it resolved by the City Council of the City of
Waterloo, Iowa , as follows :
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Sec DEF ITI.O
tion 1 . All Agreement hereinafter°rds and
Resolutiondefine phrases defined
follower unless otherwise d ) shall have the same Article I iofn the
g words and termsr as expressly provided
following meaniethis meaning in this
meanings :
used in this Resolution shall I . The
"Agreement" have the
and means the
and between meth Issuer and theoan Agreement, dated as
supplemented . of May
Company, as from time to Y 1, I980, by
"Bond" means time amended
the Bond authorized
corporation,"Compa and means Hellman to be issued hereunder.
and an Design Associates Inc. , an Iowa
Agreement . successors and assigns
resulting and or transferee
poration as provider in Section 5 . 1 of the
any surviving,
Th
eiri erm "event
Sect ' of default" means those
n 9 hereof. events specified in and
defined io
"'Resolution" means this Resolution.
tion.
°the Agreement means all amounts Payable
nrtgagBo a e l`'h and otherpP�ou is Pable pursuant r Section under tion
to the payments the Agreement and .ter e of
principal or interest
AUTHORIZATION AND •
—_- OF BOND PREPAYMENT
Section. 2 .
the�Iss,uerh'! sha11 That
befor
ndthe
hepurpose of fin
Projec(HellmanDesign
i Industrial be Development is hereby authorizedr the costb off the
its date Des rn Project) piment .Rev to
of delivery to in Revenue Bond , issued by
the enderincipal sum of $450 Series000 �980
ThE' Bond shall to be dated
Clerk of the be Signed
andIssuer and the by the Mayor and
each page Issuer
thereof d seal of attested by the City
•
Ininitialled shall be
officials .
on the Bond case any official of the by the aforementioned
affixed thereto
shall cease to be Issuer whose
an official signature shall
before the delivery of
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•
such Bond, such signature shall nevertheless be valid and sufficient
for all purposes, the same as if he had remained in office
flcient
until
The Bond shall be payable, shall bear interest
, shall ect
to obligations and options for prepayment a andshall contain bother e ,terms
and conditions, and be in the form, all lI as follows :
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UNITED STATES OF AMERICA
STATE OF IOWA
COUNTY OF BLACK HAWK
CITY OF WATERLOO
INDUSTRIAL DEVELOPMENT REVENUE BOND
SERIES 1980
(HELLMAN DESIGN PROJECT)
No. R-1
KNOW ALL MEN
of BY THESE Iowa, hereinafter called PRESENTS, $450, 000
to pay from the that the
Bank Waterloo, and as Issuer", for• City of Waterloo
set forth the or its hereinafter talu, received, ' State
with assigns, exceptasp tthed r topromises
applicable hereto,
to prepayment The National
Dollars ($450 yment prior the provsions
000} the Principal sum of to dredhereinafter
the date hereof ate and r like Four Hundred maturity may become
aforementioned manner to pay intereStnd o Fifty said
the rate of Tens, a Thousand
principal and per centon
interest to (10%) per of ll sum from
�d the principal natno n 1' ��981 an be payable as follows all of the
t of the amount equal to
Bond from its date the
interest accrued
each (2) On the May 1, 1981;
month thereafter torsi dal, of June
$4' 986. 92 andand and June, 1981 and
balance andon May 1, 1995 the including April 1, on the first the Lender interest hall entire1995 an day of
remaining p amount equal in its sole discretion and payable unpaid principal to
Companyri and the IssuerProvide
remainingnot latermay in writing delivered to that
Payable May unpaid principal than March 1, 1990 tO the
equal 1, 1990 balance demand that
together onhe entire remaining such event, °f the Bond be due and the
notwithstao nding
any9 unpaid on Mab 1, 1990, th
andin interest therein shallncepdu balance ofan amount
ble
this subsection;
the
anything to the contrary be
indtpeYfirs Bond
both Principal offirst clause
Payable in lawful and premium, ifof
principal office ofmoney of the any, and interest
Waterloo, Iowa. The National Bank
States of on this Bond
the Payment of Each such
t Bank of Waterloo America at the being
interest monthlyhen payment (the "Lender" ) it to the shall be applied
Payment of first to
Principal .
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In addition,
interest and this Bond shall bear Principal at the interest u overdue
rate of 12% payments of
This Bond per annum until
protection of ais issued under and secured paid .
Resolution duly adopted by by and entitled
�� Issuer (the Resolution" to the
to Hellman Design) for the purpose the governingn body of the
corporation gn Associates, Inc. °t f funding a loan land, buildings,order to finance the (the by the
and other gs' Construction cost of acquisition b, an Iowa
facilities of additional purchaseequipment
of
suitable use improvements and
engaged in Processing and distributing as a graphic design �ulPment
gomrnercial use artistic sstudio
Payment of necessarye (the Project" Products
costs ) located in WaterlooIowa,
for industrial
incidental thereto.
IOC, and the
Reference
the rights, is hereby made to the
terms u duties and obligations Resolution for
conditions of
the Bond of the a description of
of the is issued and Issuer and the Lender
Company,t the acquisition andsecured , TheP to and the
Purpose, and loan of the proceeds completion 'of the pro •terms and
Agreement the repayment of of the Bond to the Project by the
dated as o f Maysaid loan are contained Company for
time amended 1, 1980, in a Loan such
time emended and supplemented, is hereinafter time to
ch"Agr
Agreement, as from
referred to as the
This Bond is transferable
person or by his by the re
person of by attorney dulyauthoriZediitewreiting ldar
and Lender but . in hereof in
pal
office
Payment ofe the yIn the manner, subject
at the limitations
This Bondcharges provided in the Resolutione limitations
Constitutionandis issued
pursuant to and
the Code of Iowa,
laws of the State in full
Resolution . 1979, asof Iowa, complianceparticularly
with the
INDEBTEDNESS THIS BOND IS NOT (the Act") , and Y Chapter 419 of
amended
LIMITATION OF THE ISSUERA GENERAL OBLIGATION OF
EaIS to the
BUT IS A LIMITED WITHIN ANY CONSTITUTIONAL THE ISSUER NOR AN
REVENUESA DERIVED FROM SPECIAL OBLIGATION OR STATUTORYLLY
COMPANYTHE PROJECT, PAYABLE
THE PRINCIPAL OF AGREEMENT, INCLUDINGSOLELY FROM
WHICH OBLIGATION THEWI DEBT OBLIGATION SUFFICIENT SAME BECOME DUE AND INTEREST AND PREMIUM, IFANY, OBEN THE
BONAS THE THE
duly BECOME
E AND PAYABLE. Such ON THE TO PAY
b g for that purpose . Payments have BOND
y a mortgage ofr the In addition been and
and SecurityProject under the addition, Bondare hereby
the Company Agreement, dated provisions of is secued
and entry to the Lender,' as of May 1, 1980a certain
have beenh • and the rights (the "Mortgage")e,� Mortgage
Agr
such principal, assigned to of the Issuer °m
Additional Pal' interest the Lender to undegiefr
Payments and premium, i f secure the payment of
Agreement sufficient are required to be any, under the
connection made by the Company
with this pay the fees and expensesPe Lender under the
Bond, taxes and assess of
meets the in
relating to the
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I
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Project and reasonable expenses of the Issuer relating to the Project .
THIS BOND AND INTEREST AND PREMIUM, IF ANY, THEREON DO NOT CONSTITUTE
AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL
OR STATUTORY LIMITATION AND DO NOT CONSTITUTE NOR GIVE RISE TO A
PECUNIARY LIABILITY OF THE ISSUER OR A CHARGE AGAINST ITS GENERAL
CREDIT OR TAXING POWERS.
This Bond is subject to mandatory prepayment at any time in part
in inverse order of principal maturity at a prepayment price of 100% of
the principal amount prepaid plus accrued interest to the prepayment
date in the event of damage to or destruction or condemnation of the
Mortgaged Property (as defined in the Mortgage) or any part thereof to
the extent provided in Section 7 .6 of the Agreement and Sections 7 and
8 of the Mortgage, or from any moneys remaining in the Construction
Fund to the extent provided in Section 3 .4 of the Agreement, or from
certain excess cash flow to the extent provided in Section 7 . 3 of the
Agreement.
This Bond is also subject to optional prepayment in whole at any
time at a prepayment price of 100% of the principal amount prepaid plus
accrued interest to the prepayument date, in the event the Company
shall elect to prepay installments payable under the Agreement in whole
and to cause the Bond to be redeemed not later than 120 days following
the occurrence of either of the following events :
•
(a) The Mortgaged Property (as defined in the :Mortgage) or a
substantial portion thereof shall have been damaged or destroyed to
such an extent that the Company deems it not practicable and desirable
to rebuild, repair and restore the Mortgaged Property ; or
•
(b) There is condemnation of all or substantially all of the
Mortgaged Property or the taking by eminent domain or such use or
control of the Mortgaged Property so as to render the Mortgaged
Property unsatisfactory to the Company for its intended use .
This Bond is also subject to mandatory prepayment in the event the
Company shall be obligated to prepay installments payable under the
Agreement in whole and to cause the Bond to be redeemed not later than
120 days following the occurrence of any of the following events :
(a) The Agreement shall have become void or unenforceable or
impossible of performance; or
(b) Interest on the Bond shall become subject to Federal income
taxation as a result of any event other than a Determination of
Taxability (as defined in the Agreement) , or the application of
•
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Subsection 103
in the Const • (b) (8) of the Internal
or
(c) The occurrence of itution or laws of the Revenue
United Code, includin
States or the State g aof ny change
Iowa;
in the Agreement) . a Deter
urination of Taxability (as defined
If called
aboveintwho Bondhis o pr payment in any event specified
time in
thereof le at a prepayment
re a object to prepayment by (a) or (b)
plus accruedP yment price the
interest of 100% of the Issuer at any
If called for to the redemption Principal amount
above, this prepayment date.
time in Bond forlpayment due to the
Whole subjectProvisions specified
thereof at a prepayment to prepayment
equal the plus accrued prepayment
price of % of e the Issuer in (c)
Tael'aidofor th�eatr of: (i) to
eteredemption dateamount
any
Taxability period commencinginterest accrued Plus a Premium
of the Bondso ( t defined in upon the on the Bond
due to the Agreement) occurrence of so
a equala Determination of and the Event of
matured or to interest Taxability shall ,ng on the prepayment
Prior premium was prepaid on accrued on theprincipal l X' Yment
Taxabilit the date pf or after the xbe entitled to
Y, duringatPrepayment pursuant
of Taxability Bond which
of the Event the period commencingt n theDeterminationthOc r or
said Taxabilit on the
principal matured or and endingdate of t of
was prepaid .
the date or dates on the occurrence
rthe ce
This Bond
Company prior �s also subject
following thirtymaturity on to prepayment
in part in days ' any monthlyat the option
prior installment of the
priceprice order written notice to Payment date
the of n0 the of inverse of principal the at Lender,
prepayment date plus nci al amount p maturity at the in whole or
with anya premium prepaidn plus prepayment
together
exceed
$9 with ,� other optional prepaymentsf2% on any prepayment
interest to
May . Loan year" meansany twelveduring Payment which
commencing
any loan year
month period commencing
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Prepayment of any amounts hereunder shall not reduce or relieve
the obligation of the Company to pay installments under the Agreement
until all of the remaining interest and principal have been paid or
provision for its payment has been made in accordance with the
Resolution. When the entire principal of, premium, if any, and
interest on this Bond have been paid, this Bond shall be cancelled and
be delivered to the Company by the Lender .
Modifications , alterations or amendments of the provisions of this
Bond may be made only to the extent and in the circumstances permitted
by the Resolution.
It is hereby certified, recited and declared that all acts,
conditions and things required to exist, happen and be performed
precedent to and in the issuance of this Bond do exist, have happened
and have been performed in due time, form and manner as required by
law; that the issuance of this Bond and the issue of which it forms a
part, together with all other obligations of the Issuer, does not
exceed or violate any constitutional or statutory limitation .
This Bond is issued with the intent that the laws of the State of
Iowa will govern its construction.
IN WITNESS WHEREOF, the City of Waterloo, Iowa, has caused this
Bond to be executed in its name by the manual signature of the Mayor
and its official seal to be affixed hereon and attested by the manual
signature of the City Clerk and each page to be initialled by its
undersigned officials, all as of this / 3 r4 day of May, 1980.
•
CITY OF WATERLOO, IOWA
By A(�.+f
Mayor
ATTEST::
�` '
City Clerk
(Seal )
This Bond has not been registered under the Securities Act of
1933, Iowa Uniform Securities Act the securities laws of any other
jurisdiction and may be offered , sold or transferred only if registered
pursuant to the provisions of the Iowa Uniform Securities Act or in any
other jurisdiction in Which registration may be required , unless an
exemption from registration is available .
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BOND A LIMITED OBLIGATION
Section 3. The Bond, together with interest thereon,
general obligation of the Issuer, but is a limited, special loblit a
.payable solely from the Revenues and other amounts derived from theeion
Project which may be applied for such purpose (except to the
paid out of moneys attributable to the extent
of the Bond or to income from the temporaryproceeds derived from the sale
shall be a valid claim of the respectivehlderssthereoftment honlyf) and
the Construction Fund, the Revenues and other amounts Y against
Project, which Revenues, Construction derived from the
pledged, assigned and otherwise secured for the
oehur aanal dnra are hereby
payment of the Bond and shall be used for no otherrupurpose ratable
nle
the principal of, premium, if any,
may be otherwise expressly authorizeddininthissResolution.t on the TheexB Bond ondas
interest and premium, if any, thereon shall not constitute an and
indebtedness of the Issuer within the meaning of any constitutional
statutory provision and ' does not constitute nor give rise to a
pecuniary liability of the Issuer or a charge against its general
or
credit or taxing powers . g l
CUSTODY AND APPLICATION OF PROCEEDS
OF BOND: CONSTRUCTION FUND
Section 4. There is' hereby created and established with
Lender, which is herebythe
Issuer, a special fund toobetdesignated appointed and City of Waterloo
as depositary for the
Industrial Development Revenue Bond Iowa ,
Construction Fund" . (Hellman Design Project)
of the Bond shall be depositeproced in the eConstruction ived by the lFund . uMon the sale
Construction Fund shall be expended only in accordancedwithothes in the
provisions of the Agreement, and particularly Section 3 . 3 thereof,
and
the provisions hereof.
Moneys in the Construction Fund, including investment earnings,'
shall be expended on orders drawn by the Authorized Company
Representative specifying with respect to each payment to be
made :
(a) The requisition number and date;
(b) The name and address of the whom payment is due or has been made, whichn firm loru corporation hemp to
may include the Company;
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(c) The amount to be paid or which has been paid and
the same whether by invoice, statement for services or of
shall be attached; evidence of
herwise Which
(d) The purpose for Which the obligation
rincurred;
to be paid was
(e) That no event of default has occurred here
been remedied;
hereunder which has not
(f) That each obligation mentioned therein has been
incurred, is for a proper
in and has not expense of the Project incurred subsequent to
been included in a former requisition and that
the proceeds of the Bond are being used to
Project; and pay the Costs of the
of
(g) Such additional supporting documentation as the
reasonably require in order to better assure itself as to the
and purpose of each disbursement and the Lender may
other thirdp priority amount
Party creditors of the Company.
Y of the Mortgage as to
The Lender is hereby authorized and directed to make each
disbursement required by the provisions of the Agreement
Section and
to issue its checks therefor .
nt and this
The Lender, as depositary, shall keep and maintain adequate
recordscedrom pertaining to the Construction Fund and all disbursements
(investment earnings shall be separately
provided in Section 7 ) and after the Project has been completed accounted for as
a certificate of payment of all costs filed as provided in
of the Agreement P eted and
the Lender shall, uponSectiono 3 . 4
deliver a summary of its disbursements to thetCompan . b
y the Company
Y
ACQUISITION OF PROJECT AND PAYMENT
OF AMOUNTS UNDER THE AGREEMENT
Section 5 . It is the declared intention of the Issuer
o
authorize the Lender to disburse the
enable the Company to acquire, byproceeds of the Bond in torder to
under andh pursuantoy to q construction or
the Agreement in the formpurchase,beenne Project
presented to and is hereby approved bythe Which has
and Which is now on file in the official recordsnofgthe
body of the Issuer
Issuer .
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The Mayor is hereby authorized to execute and acknowledge said
Agreement for and on behalf of the Issuer, and the City Clerk is hereby
authorized to attest the same and to affix thereto the seal of the
Issuer.
The Agreement provides that the Company shall remit the required
loan repayment installments thereunder directly to the Lender for the
payment when due (whether at stated maturity, prepayment or
acceleration) of the principal of, prepayment premium, if applicable,
and interest on the Bond.
ASSIGNMENT AND PLEDGE
Section 6. As security for the due and punctual payment of the
principal installments of and interest on the Bond hereby authorized
the Issuer hereby assigns and pledges to the Lender all Revenues, the
Construction Fund and all rights, title, interest and remedies of the
Issuer in and to the Agreement (except the right to receive payments,
if any, under Sections 4. 2(c) , 5. 5 and 6 . 3 thereof) and to enforce
payment thereof, and grant a security interest therein for the benefit
of the Lender .
INVESTMENTS; ARBITRAGE •
Section 7. Any moneys held as part of the Construction Fund shall
be invested and reinvested by the Lender in accordance with the
provisions of Section 3 . 5 of the Agreement. Any such investments shall
be held by or under the control Of the Lender and shall be deemed at
all times a part of such fund. The interest accruing thereon and any
profit realized from such investments shall be credited to and any loss
resulting from such investments shall be charged to such fund .
Interest accruing on any reinvestment of investment earnings and any
profits realized from the Construction Fund and any losses resulting
therefrom shall be accounted for with the investment earnings . The
Lender shall sell and reduce to cash a sufficient amount of such
investments of the Construction Fund whenever the cash balance in the
Construction Fund is insufficient to pay a payment order when presented
or whenever the payments by the Company are insufficient to pay the
principal of, premium, if any, and interest on the Bond when due .
The Issuer and the Lender covenant and certify to each other and
to and for the benefit of the purchasers of the Bond that no use will
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be made of the proceeds from the issue and sale of the Bond which will
cause the Bond to be classified as an "arbitrage bond" within the
meaning of Section 103 (c) ( 2) of the Internal Revenue Code . Pursuant to
such covenant, the Issuer and the Lender jointly and severally obligate
themselves to comply throughout the term of the issue of the Bond with
the requirements of Section 103 (c) of the Internal Revenue Code and any
regulations proposed or promulgated thereunder .
GENERAL COVENANTS
Section 8. The Issuer covenants that it will promptly cause to be
paid solely and only from the Revenues, the principal of, premium, if
any, and interest on the Bond hereby authorized at the place, on the
dates and in the manner provided herein and in the Bond according to
the true intent and meaning thereof. Nothing in the Bond or this
Resolution should be considered as assigning or pledging any other
funds or assets of the' Issuer other than such Revenues, the
Construction Fund and the right, title and interest of the Issuer in
the Agreement, in the manner and to the extent herein specified .
The Issuer covenants that it will faithfully perform at all times
any and all covenants, undertakings, stipulations and provisions
contained in this Resolution, in the Bond and in all proceedings of its
governing body pertaining thereto .
The Issuer covenants that it will execute, acknowledge and
deliver such instruments, financing statements and other documents as
the Lender may reasonably require for the better assuring , pledging and
assigning unto the Lender the rights of the Issuer in and to the
Revenues and receipts hereby assigned and pledged to the payment of the
principal of, premium, if any, and interest on the Bond; provided ,
however, that except for the obligations set forth in the Bond, the
Issuer shall not be obligated to take any action or execute any
instrument pursuant to any provision hereof or the Agreement until it
shall have been requested to do so by the Company or the Lender, or
shall have received the instrument to be executed and, at the Issuer 's
option, shall have received from the Company or the Lender assurance
satisfactory to the Issuer that the Issuer shall be reimbursed for its
reasonable expenses incurred or to be incurred in connection with the
taking of such action or executing such instrument. The Issuer
covenants and agrees that, except as herein and in the Agreement
provided, it will not sell, convey, mortgage, encumber or otherwise
dispose of any part of the Revenues, the Construction Fund, or of its
rights under the Agreement.
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The Issuer covenants and agrees that it shall , through the Lender,
enforce all of its rights and all of the obligations of the Company
under the Agreement for the benefit of the owners of the Bond . The
Issuer shall protect the rights of the Lender hereunder with respect to
the assignment and pledge of the Revenues and receipts coming due under
- the Agreement, and the rights of the Lender under the Mortgage .
The Issuer further covenants and agrees that should there be a
default under the Agreement, the Issuer shall fully cooperate with the
Lender to the end of fully protecting the rights and security of the
Lender thereunder, hereunder and under the Mortgage . Nothing herein
shall be construed as requiring the Issuer to operate the Project or to
use any funds or revenues from any source other than the Construction
• Fund and the Revenues derived from the Agreement.
EVENTS OF DEFAULT AND REMEDIES
Section 9. If any of the following events occur, it is hereby
defined as and declared to be and to constitute an "event of default" :
(a) Default in the due and punctual payment of interest on the
Bond;
(b) Default in the due and punctual payment of..the principal of,
or premium, if any, on the Bond, whether at the stated maturity of any
installment thereof or upon proceedings for prepayment thereof;
( c) Default in the performance or observance of any other
covenant, agreement or condition on the part of the Issuer in this
Resolution or in the Bond contained; provided that the same shall not
constitute an event of default until actual notice of such default by
registered or certified mail shall be given to the Issuer and the
Company by the Lender and the Issuer and the Company shall have had
thirty days after receipt of such notice to correct said default or
cause said default to be corrected, and shall not have corrected said
default or caused said default to be corrected within the applicable
period; provided, further, if said default be such that it cannot be
corrected within the applicable period, it shall not constitute an
event of default if corrective action is instituted within the
applicable period and diligently pursued until the default is
corrected;
(d) The occurrence of an "event of default" under the Agreement,
the Security Agreement or the Mortgage;
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(e) The occurrence of an "event of default" under the Guarantee.
Upon the occurrence of an event of default and so long as such
event is continuing, the Lender by notice in writing delivered to the
Issuer and the Company, may declare the entire outstanding principal
amount of the Bond and the interest accrued thereon to the date of
payment immediately due and payable, and such principal installments
and interest shall thereupon become and be immediately due and payable .
Upon any such declaration, all payments under the Agreement from the
Company immediately shall become due and payable as provided in Section
6 . 2 of the Agreement.
While any principal installments of the Bond or interest are
unpaid, the Issuer shall not exercise any of the remedies on default
specified in Section 6. 2 of the Agreement without prior written consent
of the Lender .
Upon the occurrence of an event of default, the Lender may pursue
any available remedy at law or in equity by suit, action, mandamus or
other .proceeding to enforce the payment of the principal installments,
premium, if any, and interest on the Bond and to enforce and compel the
performance of the duties and obligations of the Issuer as herein set
forth.
No remedy by the terms of this Resolution conferred .upon or
reserved to the Lender is intended to be exclusive of any other remedy,
but each and every such remedy shall be cumulative and shall be in
addition to any other remedy given to the Lender or to the holders
of the Bond under this Resolution, the Agreement, the Mortgage or now
or hereafter existing at law or in equity or by statute .
No delay or omission to exercise any right, power or remedy
accruing upon any event of default shall impair any such right, power
or remedy or shall be construed to be a waiver of any such right, power
or remedy and any such right, power, or remedy may be exercised from
time to time as often as may be deemed expedient.
All moneys received pursuant to any right given or action taken
under the provisions of this Section or the Mortgage or under the
provisions of Article VI of the Agreement (after payments of the
costs and expenses of the proceedings resulting in the collection of
such moneys and of the expenses, liabilities and advances incurred or
made by the Issuer and the Lender) and all moneys in the Construction
Fund at the time of the occurrence of an event of default shall be
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applied to the payment of the principal installments, premium, if any,
and interest then due and unpaid upon the Bond to the person or persons
entitled thereto.
Whenever moneys are to be applied pursuant to the provisions of
this Section, such moneys shall be applied at such times, and from time
to time, as the Lender shall determine . The Lender shall give such
notice as it may deem appropriate of the deposit with it of any such
moneys and of the fixing of any such date, and shall not be required to
make payment to the owner of any participation interest in the Bond
until such certificate of participant shall be presented to the Lender
for appropriate endorsement or for cancellation if fully paid .
Whenever all principal installments, premium, if any, and interest
on the Bond and any other amounts secured by the Mortgage shall have
been paid under the provisions of this Section and all expenses of the
Lender and the Issuer have been paid, any surplus shall be repaid to
the Company.
With regard to any default concerning which notice is given to the
Company under the provisions of this Section, the Issuer hereby grants
the Company full authority for account of the Issuer to perform or
observe any covenant or obligation alleged in said notice not to have
been performed or observed, in the name and stead of the Issuer with
the full power to do any and all things and acts to .the same extent
that the Issuer could do -in order to remedy such default .
SALE OF THE BOND: •
ACCEPTANCE OF BOND PURCHASE AGREEMENT
Section 10. The sale of the Bond hereby authorized to the Lender
at a price of par and payment pursuant to the Bond Purchase Agreement
is hereby in all respects authorized, approved and confirmed .
The Mayor is hereby authorized and directed to execute said Bond
Purchase Agreement for and on behalf of the Issuer .
PERFORMANCE PROVISIONS
Section 11 . The Mayor and City Clerk, for and on behalf of the
Issuer be, and each of them hereby is, authorized and directed to do
any and all things necessary to effect the performance of all
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obligations of the Issuer under and pursuant to this Resolution, the
execution and delivery of the Bond and the performance of all other
acts conferred by this Resolution. The Mayor and City Clerk be, and
they are hereby, further authorized and directed for and on behalf of
the Issuer, to execute all papers, documents, certificates and other
instruments that may be required for the carrying out of the authority
conferred by this Resolution or to evidence said authority and to
exercise and otherwise take all necessary action to the full
realization of the rights, accomplishments and purposes of the Issuer
under the Agreement and to discharge all of the obligations of the
Issuer under the Agreement.
DETERMINATION OF LOAN REPAYMENTS
Section 12. Pursuant to the requirements of the Act, it is hereby
found and determined that the amounts necessary in each year to pay the
principal of and the interest on the Bond is the amount set forth in
Section 4. 2 of the Agreement, which by this reference is incorporated
in this Resolution. No amounts are necessary to be paid into any
reserve funds for the retirement of the Bond . The Agreement provides
that the Company shall maintain the Project and carry all proper
insurance with respect thereto .
NOTICES
Section 13. It shall be sufficient service of any notice or other
paper on any party if the same shall be duly mailed to that party by
registered or certified mail addressed to that party at the respective
address set forth in the Agreement, or such address as may from time to
time be filed with the other parties .
RESOLUTION A CONTRACT; PROVISIONS FOR
MODIFICATIONS, ALTERATIONS AND AMENDMENTS; ASSIGNMENT
Section 14. The provisions of this Resolution shall constitute a
contract between the Issuer and the Lender; and after the issuance of
the Bond no modification, alteration, or amendment or supplement to the
provisions of this Resolution shall be made in any manner except with
the written consent of the Lender . until such time as all principal of,
premium, if any, and interest on the Bond shall have been paid in full .
The rights and interest of the Lender herein and to the Bond may
be assigned by the Lender without the necessity of consent of the
Company or the Issuer.
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SATISFACTION AND DISCHARGE
Section 15 . All rights and obligations of the Issuer and the
Company under the Agreement, the Bond and this Resolution shall
.terminate and such instruments shall cease to be of further effect, and
the Lender shall cancel the Bond, deliver it to the Company, and
deliver a copy of the cancelled Bond to the Issuer, and the Lender
shall execute and deliver all appropriate instruments evidencing and
acknowledging the satisfaction of this Resolution, execute an
appropriate release of the Mortgage when:
(a) all expenses of the Issuer and the Lender shall have been
paid;
(b) the Issuer and the Company shall have performed all of their
covenants and promises in the Agreement, the Mortgage, the Bond , and in
this Resolution; and
(c) all principal of, premium, if any, and interest on the Bond
have been paid or there shall have been deposited with the Lender
either cash in an amount which Shall be sufficient, or investments (but
only to the extent that the full faith and credit of the United States
of America are pledged to the timely payment thereof) the principal of
and interest on which, when due, will provide moneys which, together with
the moneys, if any, deposited with the Lender, shall 'be sufficient to
pay when due the principal or prepayment price, if applicable, and
interest due and to become due on the Bond and prior to the prepayment
date or the maturity date thereof, as the case may be . Provided ,
however, none of the principal of the Bond may be advance refunded if
under any circumstances the interest on the principal to be refunded
would be subject to Federal income taxation . In determining the
foregoing, the Lender may rely upon an opinion of a nationally
recognized firm of municipal bond attorneys to the effect that interest
on the Bond will not be subject to Federal income taxation,
notwithstanding the satisfaction and discharge of this Resolution.
SEVERABILITY
Section 16. If any section, paragraph, clause or provision of
this Resolution shall be ruled by any court of competent jurisdiction
to be invalid, the invalidity of such section, paragraph, clause or
provision shall not affect any of ,the remaining provisions hereof .
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CAPTIONS
Section 17. The captions or headings of this Resolution are for
convenience only and in no way define, limit or describe the scope or
intent of any provision of this Resolution.
SUNDAYS AND HOLIDAYS
Section 18. In any case where the date of maturity of interest on
or principal of the Bond or the date fixed for prepayment thereof shall
be a holiday or a day on which banking institutions are authorized by
law to close , then payment of principal , premium, if any, or interest
need not be made on such date, but may be made on the next succeeding
business day but in such event interest shall continue to accrue until
the actual date of payment.
PROVISIONS IN CONFLICT REPEALED
Section 19. All resolutions and orders, or parts thereof, in
conflict with the provisions of this Resolution are, to the extent of
such conflict, hereby repealed, and this Resolution shall be effective
immediately upon its adoption and approval .
•
Passed and approved 'this 13th day of May , 1980.
• Mayo r
ATTEST: }
.1I
,y Clerk
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