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HomeMy WebLinkAbout26346-06.04.1979 /s. No, 26..gVto 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 United Beverages, 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) The City is located in an agricultural area, and the economy of the City is dependent to a large degree upon a sound and proper balance between agriculture , commerce and industry and adequate opportunities for employment are not available in the City. In order to provide for development and employment opportunities for the inhabitants of the City and to add to the welfare and prosperity of the City and of such inhabitants , the City proposes to loan to the Company funds to finance the acquisition of land and construction of buildings and improve- ments thereon and acquisition and installation of certain equipment, all to be suitable for use in storing , warehousing and distributing beverages and related products (herein referred to as the "Project" ) ; and ( c) In view of the rising construction costs and the com- petitive market for the products of the Project, it is con- sidered essential that acquisition and construction 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. -1- (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 and construct 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, which cost , including the expenses related to the issuance of the Bonds, is presently estimated not to exceed $700, 000. ( 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 $700, 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- (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appro- priate in pursuance thereof. 3 . Undertakings on the Part of the Company. The Company 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 will enter into a contract or contracts for the acquisition, construction , improvement and equipping of the Project and take the other necessary steps toward the realiza- tion 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 June 1 , 1980 (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, 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 -3- 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 4th day of Jim.?, 1979. City of Waterloo, Iowa ( Seal of City) c. : .--P-041'011 Leo P. Rooff, May Attest : j(� t , Katherine Gibbs, City Clerk United :i_vera•es , 111111/ if Pa g v . hew A. L OF : , President -4- RESOLUTION NO. 26346 A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $700, 000 IN AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (UNITED BEVERAGES, INC. PROJECT) SERIES 1979 OF THE CITY OF WATERLOO, IOWA, DIRECTING PUBLICATION OF 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. WHEREAS, the City of Waterloo, Iowa (hereinafter referred to as the "City" ) is a municipal corporation organized and existing under the laws and the constitution of the State of Iowa , and is authorized and empowered by Chapter 419 of the Code of Iowa (hereinafter referred to as the "Act" ) , to issue Industrial Development Revenue Bonds and loan the proceeds from the sale of said Bonds to one or more parties to be used to defray all or a portion of the cost of acquiring , constructing , improving and equipping a "Project" as that term is defined in the Act , for the purpose of securing and developing industry and trade within or near the City in order to create jobs and employment opportunities and to improve the economic welfare of the residents of the City and of the State of Iowa ; and WHEREAS, the City has been requested by United Beverages , Inc . , an Iowa corporation (hereinafter referred to as the "Company" ) , to authorize and issue its Industrial Development Revenue Bonds pursuant to the provisions of the Act for the purpose of defraying all or a portion of the cost of acquisi- tion of land and construction , improving and equipping thereon -3- of facilities for storing , warehousing and distributing beve- rages and related products (hereinafter referred to as the "Project" ) , which Project will be owned and operated by Company; and WHEREAS, said Project will create additional employment opportunities for residents of the City and the surrounding area ; will enhance the tax base of the City and overlapping taxing jurisdictions and will provide and induce other public benefits which will add to the welfare and prosperity of the City and its inhabitants ; and WHEREAS, the City has determined that the amount necessary to defray all or a portion of the cost of acquisition , con- struction, improving and equipping the Project, including necessary expenses incidental thereto, will require the issuance by the City of not to exceed $700, 000 aggregate principal amount of its Industrial Development Revenue Bonds pursuant to the provisions of the Act and it is proposed that the City loan said amount to Company under a Loan Agreement between the City and Company pursuant to which loan payments will be made by the Company in amounts sufficient to pay the principal of and interest and premium, if any, on said Bonds , as and when the same shall be due ; and WHEREAS, the Bonds, if issued , shall be limited obligations of the City, and shall not constitute nor give rise to a pecu- niary liability of the City or a charge against its general -4- credit or taxing powers , and the principal of and interest and premium, if any, on the Bonds shall be payable solely out of the revenues derived from the Project to be financed by the Bonds; and WHEREAS, there has been presented to the Council a Memo- randum of Agreement , attached hereto as Exhibit "A" which sets forth certain mutual undertakings and agreements between the City and Company, relating to the further processing and issu- ance of the City' s Industrial Development Revenue Bonds (United Beverages , Inc . Project) Series 1979 , and the City believes it desirable and in its best interest that said Memorandum of Agreement be executed for and on behalf of the City; and WHEREAS , before the Bonds may be issued , it is necessary to conduct a public hearing on the proposal to issue the Bonds , all as required and provided by Section 419. 9 of the Act . NOW, THEREFORE, Be It and It Is Hereby Resolved by the City Council of the City of Waterloo, Iowa , as follows : Section 1. A public hearing shall be conducted on June ?5 , 1979 , at 7 : 00 o' clock P.M. , before this City Council in the Council Chambers at the City Hall in the City of Waterloo, Iowa , on the proposal to issue not to exceed $700 , 000 aggregate principal amount of the City' s Industrial Development Revenue Bonds (United Beverages , Inc . Project) Series 1979 , pursuant to the provisions of the Act , for the purpose of defraying all or a portion of the cost of acquiring , constructing , improving and -5- equipping the Project, including necessary expenses incidental thereto, and all local residents who appear at said hearing shall be given an opportunity to express their views for or against the proposal to issue such Bonds ; and at said hearing , or any adjournment thereof, this City Council shall adopt a resolution determining whether or not to proceed with the issuance of said Bonds . Section 2. The City Clerk of the City is hereby directed to publish one time , not less than fifteen ( 15 ) days prior to the date fixed for said hearing , in the Waterloo Daily Courier , a legal newspaper published and having a general circulation within the City, a Notice of Intention to issue said Bonds in substantially the following form: -6- NOTICE OF PUBLIC HEARING ON INTENTION TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS (UNITED BEVERAGES, INC. PROJECT) Notice is hereby given that a public hearing will be con- ducted before the Council of the City of Waterloo , Iowa , in the Council Chambers at the City Hall in said City at 7 : 00 o ' clock P.M. , on June 25 , 1979, on the proposal to issue not to exceed $700, 000 principal amount of the City' s Industrial Development Revenue Bonds (United Beverages , Inc . Project) Series 1979, pursuant to the provisions of Chapter 419 of the Code of Iowa, for the purpose of defraying all or a portion of the cost of acquiring land within the corporate boundaries of said City and construct- ing , improving and equipping thereon facilities to be used for storing , warehousing and distributing beverages and related products . The proposed facilities will be owned by United Beverages , Inc. , an Iowa corporation . It is contemplated that a Loan Agreement will be entered into between the City and United Beverages , Inc . , under which the City would loan to said Company the proceeds from the sale of the Bonds in return for loan payments from the Company sufficient to pay the principal of and interest and premium, if any, on such Bonds as the same shall fall due . Such Bonds , if issued , and the interest thereon will be payable solely out of the revenues derived from the said Loan Agreement and shall never constitute an indebtedness of said City within the meaning of any state constitutional provision or statutory limitation , and shall not constitute nor give rise to a pecuniary liability of said City or a charge against its general credit or taxing powers . All local residents who appear at said hearing shall be given an opportunity to express their views for or against the proposal to issue said Bonds, and at said hearing , or any adjournment thereof, the Council of said City shall adopt a resolution determining whether or not to proceed with the issuance of said Bonds . By order of the City Council . Katherine Gibbs , Clerk of the City of Waterloo , Iowa -7- Section 3 . That in order to assure the acquisition , con- struction, improvement and equipping of these facilities in the City of Waterloo, Iowa , with the resulting public benefits which will flow from the operation thereof, it is deemed necessary and advisable that the Memorandum of Agreement, in the form attached hereto as Exhibit "A" , be approved and that the Mayor of the City be and hereby is authorized and directed to execute said Memorandum of Agreement and the City Clerk of the City be and hereby is authorized to attest the same and to affix the seal of the City thereto and said Memorandum of Agreement is hereby made a part of this Resolution . Section 4 . In order that the Project will not be unduly delayed , Company is hereby authorized to make such commitments , expenditures and advances toward payment of the costs of the Project as it considers appropriate , subject to reimbursement from the proceeds of the Bonds when and if delivered , but otherwise without liability on the part of the City. Section 5 . 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 6 . All resolutions and orders or parts thereof, in conflict herewith are , to the extent of such conflict, hereby -8- repealed , and this Resolution shall be in full force and effect immediately upon its adoption . June Adopted and approved , _- 4 , 1979. City of Waterloo , Iowa #4...-K Leo P. Rooff, Mayor Attest : A ..'r.e- e h/01 . EJAL Katherine Gibbs, City Clerk * * * * * * * * -9-