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HomeMy WebLinkAbout26237-03.26.1979 2 RESOLUTION NO. 2 6 2 3 7 RESOLUTION AUTHORIZING THE ISSUANCE OF $3 , 000,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF WATERLOO, IOWA INDUSTRIAL DEVELOPMENT REVENUE BONDS (AMERICAN BUILDINGS COMPANY PROJECT) SERIES 1979, WITH THE PROCEEDS FROM THE SALE OF THE BONDS TO BE LOANED TO HAWKEYE STEEL PRODUCTS, INC. A DELAWARE CORPORATION, FOR THE PURPOSE OF DEFRAYING THE COST OF ACQUIRING, CONSTRUCTING, IMPROVING AND EQUIPPING AN INDUSTRIAL DEVELOPMENT PROJECT LOCATED WITHIN THE CITY OF WATERLOO, IOWA, CONSISTING OF ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIP- PING OF A MANUFACTURING FACILITY; THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST TO SECURE SAID BONDS; THE EXECUTION AND DELIVERY OF A MORT- GAGE AND SECURITY AGREEMENT AS ADDITIONAL SECURITY FOR SAID BONDS ; THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY AND HAWKEYE STEEL PRODUCTS, INC. ; THE ASSIGNMENT BY THE CITY TO THE TRUSTEE OF THE RIGHTS AND INTEREST OF THE CITY IN AND TO SAID MORTGAGE AND SECURITY AGREEMENT AND SAID LOAN AGREEMENT; THE SALE OF SAID BONDS; APPOINTMENT OF A TRUSTEE; AND RELATED MATTERS. WHEREAS, the City of Waterloo, Iowa ( the "City" ) pro- poses to issue its Industrial Development Revenue Bonds ( American Buildings Company Project) Series 1979, in the aggregate principal amount of $3 ,000 ,000 ( the "Bonds" ) with the proceeds from the sale of the Bonds to be loaned by the City to Hawkeye Steel Products, Inc. a Delaware corporation ( the "Company" ) , for the purpose of defraying the cost of acquiring , constructing , improving and equipping an industrial development project located within the City of Waterloo, Iowa, consisting of the acquisition, construction, improvement and equipping of a facility for the manufacturing and con- struction of agricultural equipment, including hog feeders ( the "Project" ) , to be owned by the Company , with the fi- nancing of the Project to be undertaken in accordance with the provisions of Chapter 419 of the Code of Iowa ( the "Act" ) ; and WHEREAS , the proceeds from the sale of the Bonds are to be loaned by the City to the Company pursuant to provisions of a Loan Agreement ( the "Loan Agreement" ) dated as of April 1 , 1979, between the City and the Company; and 3 WHEREAS, as additional security for payment of the Bonds, the Company has agreed to execute a Mortgage and Security Agreement ( the "Mortgage" ) dated as of April 1 , 1979 , between the Company ( as the mortgagor) and the City ( as the mortgagee) thereunder , pursuant to which the Company grants and conveys to the City a first mortgage lien in the Project; and WHEREAS, the rights and interest of the City in and to the Mortgage and the Loan Agreement will be assigned by the City to the Trustee pursuant to the Indenture; and WHEREAS, pursuant to published notice of intention this City Council has conducted a public hearing, as required by Section 419 .9 of the Act, and this City Council has deemed it to be in the best interests of the City that the Bonds be issued as proposed; and WHEREAS, the City has arranged for the sale of the Bonds to First Mid America Inc. ( the "Underwriter" ) ; and WHEREAS, there have been presented to this meeting the following documents, which the City proposes to enter into: 1 . The form of Loan Agreement; and 2. The form of Indenture of Trust dated as of April 1, 1979 ( the "Indenture" ) , between the City and Waterloo Savings Bank of Waterloo, Iowa,as Trustee thereunder ( the "Trustee" ) , setting forth the terms of the Bonds and the conditions and security for payment of the Bonds; and 3 . The form of Bond Purchase Agreement dated the date hereof ( the "Purchase Agreement" ) , between the Under- writer and the City relating to the issuance, sale and purchase of the Bonds; and 4 . The form of the Mortgage; and 5. The form of Assignment of Mortgage and Security Agree- ment dated as of April 1 , 1979 ( the "Assignment" ) , wherein the City assigns to the Trustee the rights of the City under the Mortgage; and 6 . The form of the Bonds, as set forth in the Indenture; and 4 WHEREAS, it appears that each of the instruments above referred to, which are now before each of the Council Members of the City Council , is in appropriate form and is an appro- priate instrument for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATERLOO, IOWA, AS FOLLOWS : Section 1. That the City defray the cost of acquiring, constructing, improving and equipping an industrial develop- ment project located within the City of Waterloo, Iowa, con- sisting of the acquisition, construction, improvement and equipping of an industrial facility for the manufacturing and construction of agricultural equipment , including hog feeders ( the "Project" ) , by issuing the Bonds and loaning the pro- ceeds of the sale of the Bonds to Company. Section 2 . That in order to defray the cost of the Proj- ect, the issuance of the Bonds in the principal amount of $3 , 000, 000 maturing on such dates, in such amounts and bear- ing rates of interest as set forth in the Indenture , in sub- stantially the form and content set forth in the Indenture now before this meeting, subject to appropriate insertion and revision in order to comply with provisions of the Indenture, be and the same hereby are in all respects authorized , ap- proved and confirmed., and the form and content of the Bonds set forth in the Indenture now before this meeting be and the same hereby is in all respects authorized, approved and con- firmed , and the Mayor and the City Clerk be and they hereby are authorized, empowered and directed to execute, whether by manual or facsimile signatures , impress the official seal of the City ( or cause to have printed a facsimile thereof) thereon and deliver for and on behalf of the City the Bonds to the Trustee for authentication and the Trustee is hereby authorized and directed to authenticate the Bonds , and the provisions of the Indenture with respect to the Bonds ( in- cluding without limitation the maturity dates , rates of in- terest and redemption provisions) be and the same hereby are • authorized , approved and confirmed and are incorporated herein by reference. Section 3 . That the City loan to the Company the pro- ceeds from the sale of the Bonds pursuant to the Loan Agree- ment, which provides for repayment by the Company of such loan in an amount equal to principal of and premium, if any, and interest on the Bonds when and as due, and the form and content of the Loan Agreement , the provisions of which are incorporated herein by reference, be and the same hereby are 5 in all respects authorized, approved and confirmed and the Mayor and the City Clerk be and they hereby are authorized, empowered and directed to execute, attest, seal and deliver the Loan Agreement prior to or simultaneously with the issu- ance of the Bonds for and on behalf of the City, including necessary counterparts in substantially the form and content now before this meeting but with _such changes, modifications, 3 additions or deletions therein as shall to them seem neces- sary, desirable or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions therein from the form and content of the Loan Agreement now before this meeting, and that from and after the execution and • delivery of the Loan Agreement, the Mayor and the City Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Loan Agreement as executed. Section 4 . That Waterloo Savings -Bank of Waterloo, Iowa is hereby appointed Trustee_ under the pndentu; e • pd the form and content of the Indenture, the provisions of which are incorporated herein by reference, and the assignment of the City' s rights and interest in and to the Loan Agreement ( with certain exceptions as stated in the Indenture) be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor and the City Clerk be and they hereby are authorized, empowered and directed to execute attest, seal and deliver the Indenti. r.e, for and on behalf of the City to the Trustee for the security of the Bonds and the interest thereon, including necessary counterparts in substan- tially the form and content now before this meeting but with such changes, modifications, additions and deletions therein as shall to them seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, addi- tions or deletions therein from the form and content of the Indenture now before this meeting, and that from and after the execution and delivery of •the Indenture, the Mayor and the City Clerk are hereby authorized, empowered, and directed to do all such acts and things and to execute all such docu- ments as may be necessary to carry out and comply with the provisions of the Indenture as executed. Section 5 . That the form and content of the Mortgage constituting a conveyance and grant by the Company to the City of a mortgage in and to the property subject to the Mortgage and described therein, and that the form and content 6 of the Assignment to the Trustee of the City' s rights and interest in and to the Mortgage be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor and the City Clerk be and they hereby are authorized, empowered and directed to execute, attest, seal and deliver the Mortgage and the Assignment for and on behalf of the City, as mortgagee thereunder, including necessary counter- parts, in substantially the form and content now before this meeting but with such changes, additions, modifications and deletions therein as shall to them seem necessary, desirable or appropriate, their execution thereof to constitute con- clusive evidence of their approval of any and all changes, modifications, additions or deletions therein from the form and content of the Mortgage and the Assignment now before this meeting and that from and after the execution and delivery of the Mortgage and the Assignment, the Mayor and City Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute all such docu- ments as may be necessary to carry out and comply with the provisions of the Mortgage and the Assignment as executed, and the provisions of the Mortgage and the Assignment are hereby incorporated herein by reference. Section 6 . That the sale of the Bonds to the Underwriter at the purchase price of 96 .5% of the par value thereof plus accrued interest to date of delivery, subject to the terms and conditions set forth in the Purchase Agreement , is hereby authorized, approved and confirmed, and the form and content of the Purchase Agreement be and the same hereby are authorized, approved and confirmed and the Mayor be, and he hereby is, authorized, empowered and directed to execute and deliver to the Underwriter the Purchase Agreement for and on behalf of the City, including necessary counterparts in the form and content now before this meeting, and that from and after the execution and delivery of the Purchase Agreement, the Mayor and the City Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Purchase Agreement as executed. Section 7 . That the use by the Underwriter of a Pre- liminary Official Statement and a final Official Statement in connection with the sale of the Bonds is hereby authorized and approved; provided, such authorization and approval shall not be deemed to include authorization and approval of infor- mation contained in the Preliminary Official Statement or final Official Statement, but nothing contained in this 7 . Resolution shall be construed as prohibiting or limiting the Underwriter from including any such information as it deems appropriate. Section 8 . That the Mayor and the City Clerk of the City be and they hereby are authorized to execute and deliver for and on behalf of the City any and all additional certifi- cates, documents, opinions or other papers and perform all other acts ( including without limitation the filing of any financing statements or any other documents to create and maintain a security interest on the properties and revenues pledged or assigned under the Indenture and the execution of all closing documents as may be required by Messrs . Kutak Rock & Huie , as Bond Counsel , and the acceptance of any documenta- tion evidencing indemnification of the City by the Company in connection with the transactions contemplated hereby) as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution . Section 9 . That the Loan Agreement requires the Company in each year to pay amounts as loan payments sufficient to pay the principal of and premium , if any, and interest on the Bonds when and as due , and the payment of such amounts by the Company to the Trustee pursuant to the Loan Agreement is hereby authorized , approved and confirmed . Section 10 . That the Bonds are limited obligations of the City, payable solely out of the loan payments required to be paid by the Company pursuant to and in accordance with provisions of the Loan Agreement and as provided in the Indenture , and are secured pursuant to and in accordance with provisions of the Mortgage and the Indenture . The Bonds and interest thereon shall never constitute an indebt- edness of the City, within the meaning of any state con- stitutional provision or statutory limitation , and shall not give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers . Section 11 . That the provisions of this Resolution are hereby to be separable and if any section , phrase or provision shall for any reason be declared to be invalid , such declaration shall not affect the validity of the remainder of the sections , phrases or provisions. 8 Section 12 . All Resolutions and Order 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 this 26th day of March, 1979. THE CITY OF WATERLOO, IOWA Attest: By Cl-e-0 -1?-lefre'0 Leo P. Rooff, By Mayor Katherine Gibbs, City Clerk