Loading...
HomeMy WebLinkAbout26225-03.19.1979 RESOLUTION NO. 26225 AUTHORIZING THE ISSUANCE AND SALE OF $1,000 ,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS (WEISSMAN INDUSTRIES, INC . PROJECT) SERIES 1979 , OF THE CITY OF WATERLOO , IOWA, TO FINANCE CERTAIN FACILITIES FOR USE BY WEISSMAN INDUSTRIES , INC . ; THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST TO SECURE SAID BONDS; THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN SAID COMPANY AND SAID CITY PROVIDNG FOR THE REPAYMENT OF THE LOAN OF THE PROCEEDS OF SAID BONDS; AND RELATED MATTERS. WHEREAS , the City of Waterloo, in Black Hawk County, State of Iowa (the "City" ) is authorized by Chapter 419 of the Code of Iowa, 1977 , as amended (the "Act" ) to issue revenue bonds and lend the proceeds to one or more contracting parties pursuant to a loan agreement to be used to pay the cost of land, buildings or improvements, which facilities shall not be more than eight miles outside the corporate limits of the City, suitable for the use of any industry, for the manufacturing, processing or assembling of any agricultural or manufactured products , or the use of certain commercial enterprises , and which loan agreement shall provide for the repayment of such loan by the contracting party; and WHEREAS , Weissman Industries , Inc. , an Iowa corporation (the "Company" ) , proposes to acquire and construct certain steel reprocessing, recycling and distribution facilities (the "Project" ) for its site in the City; and WHEREAS , the City proposes to finance the cost of the Project through the issuance of Industrial Development Revenue Bonds (Weissman Industries , Inc. Project) Series 1979 of the City in the aggregate principal amount of $1 ,000 ,000 (the "Bonds" ) and the loan of the proceeds thereof to the Company; and WHEREAS, a Loan Agreement to be dated as of March 1, 1979 ( the "Loan Agreement" ) with respect to the Project will be executed by and between the Company and the City, whereby the Company will covenant and agree ( i) to make installment payments sufficient to provide for the payment of principal of, premium, if any, and interest on the .Bonds , as and when the same become due and payable and (ii) to make such other payments and satisfy such other obli- gations as may be required by the Act; and WHEREAS , the Bonds will be issued under and pursuant to, and are to be secured by, an Indenture of Trust to be dated as of March 1, 1979 (the "Indenture" ) by and between the City and Iowa - Des Moines National Bank, as Trustee; and WHEREAS , notice of intention to issue the Bonds has been published and this Council has conducted a public hearing pursuant to such published notice , all as required by the Act , and has determined and does hereby determine that it is necessary and advisable to proceed with the financing of the Project; and WHEREAS , it is proposed to sell the Bonds to Damn, Kalman & Quail , Incorporated (the "Underwriter" ) , pursuant to a Bond Purchase Agreement, to be dated as of the date hereof (the "Bond Purchase Agreement" ) , among the City, the Company, Weissman Iron and Metal - Waterloo, Inc. , Weissman Steel Supply, Inc. , Empire Engines , Inc . , Empire Realty, Inc . and the Under- writer; NOW, THEREFORE, Be It Resolved by the City Council of the City of Waterloo, Iowa, as follows : Section 1. That , in order to finance the cost of the Project , the Bonds be and the same are hereby authorized and ordered to be issued pursuant to the Indenture in substantially -2- the form presented at this meeting and containing substantially the terms and provisions set forth therein, and the forms , terms and provisions of the Bonds and the Indenture are hereby approved, and the Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Indenture, and the Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Bonds as provided in the Indenture, including the use of facsimile signatures on the Bonds and coupons appertaining thereto. Section 2 . That the City lend the proceeds of the Bonds to the Company to defray the cost of the Project pursuant to the Loan Agreement in substantially the form presented at this meeting and containing substantially the terms and provisions (including repayment provisions) set forth therein, and the form, terms and provisions of the Loan Agreement are hereby approved, and the Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Loan Agreement . Section 3 . That the sale of the Bonds to the Under- writer pursuant to the Bond Pursuant Agreement, in substantially the form presented at this meeting and containing substantially the terms and provisions set forth therein, is hereby authorized, approved and confirmed, and the form, terms and provisions of the Bond Purchase Agreement are hereby approved, and the Mayor is hereby authorized and directed to accept the Bond Purchase Agree- ment on behalf of the City by executing the same and delivering a copy thereof to the Underwriter. Section 4 . That the Mayor and/or the City Clerk are hereby authorized and directed to execute, attest, seal and deliver -3- any and all documents and do any and all things deemed necessary to effect the issuance and sale of the Bonds and the execution and delivery of the Loan Agreement, the Indenture and the Bond Purchase Agreement, and to carry out the intent and purposes of this resolution, including the preamble hereto. Section 5 . That the City hereby finds and determines that ( i) the amount necessary in each year to pay the principal of, premium, if any, and interest on the Bonds proposed to be issued is set forth in Section 4 .2 of the Loan Agreement as a formula which will insure that the Company is obligated to pay amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds; (ii) no reserves are necessary or advisable in connection with the retirement of the Bonds or the maintenance of the Project or for any other purpose; (iii) the Loan Agreement obligates the Company to complete the Project without any cost or liability to the City; and (iv) the Company is obligated under the Loan Agreement to maintain the Project and carry all proper insurance with respect thereto and to pay the costs thereof. Section 6 . That the Bonds shall not be subject to the general provisions of law, if any, presently existing or that may hereafter be enacted, respecting the execution and delivery of the bonds of a municipality and respecting the retaining of options of redemption in proceedings authorizing the issuance of municipal securities . Section 7 . That the provisions of this resolution are hereby declared to be separable and if any section, phrase or -4- provision shall for any reason be declared to be invalid , such declaration shall not affect the validity of the remainder of the sections , phrases and provisions . Section 8. That this resolution shall become effective immediately upon adoption. Adopted March 19 , 1979 Mayor Attest : City Clerk -5-