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HomeMy WebLinkAbout1986-251-05.12.1986 RESOLUTION NO. 1986-251 RESOLUTION AUTHORIZING AN AMENDMENT TO RESOLUTION NO. 1986-61 $175, 000. 00 INDUSTRIAL REVENUE BOND (PROGRESSIVE TOOL COMPANY PROJECT) WHEREAS, Waterloo, Iowa, a political subdivision in the State of Iowa (the "Issuer") , is authorized by Chapter 419 of the Code of Iowa, 1985, as amended (the "Act" ) to issue revenue bonds and loan the proceeds to one or more parties to be used to acquire lands and to acquire by construction or purchase, buildings and improvements thereon and equipment; and WHEREAS, the Issuer has made the necessary arrangements with Progressive Tool Company, a corporation duly organized and validly existing under the laws of the State, (the "Borrower") , for its acquisition of land, buildings, improvements and equipment (the "Project") within the corporate boundaries of the Issuer; and WHEREAS, the Issuer has issued its Industrial Revenue Bond in the principal amount of $175, 000 (the "Bond" ) to finance the cost of the Project in an amount not to exceed $175, 000, and the Issuer has loaned the proceeds of the Bond to the Borrower pursuant to the provisions of a Loan Agreement (the "Agreement" ) , dated as of December 2 , 1985 , between the Issuer and the Borrower, and pursuant to the provisions of Waterloo City Council Resolution No. 1986-61 (the "Resolution") , passed as of February 3 , 1986 , 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 provisions of the Agreement which incorporate Section 3 of the Resolution by reference, the provisions of Section 3 of the Resolution, and several provisions contained in the Bond are prolix, confused, incorrect, and do not comport with the intent of the Issuer, Borrower, and The Waterloo Savings Bank (the "Holder") ; and WHEREAS, notice of intention to issue the Bond has , as directed by the City Council, been duly given in compliance with the Act; and WHEREAS, a public hearing has been held on the proposal to issue the Bond at the time and place specified in said notice and all objections or other comments relating to the issuance of the Bond have been heard; and WHEREAS, the Issuer has issued the Bond to the Holder; and WHEREAS, the Agreement and the Bond in accordance with the Resolution authorizing the issuance and sale of the Bond are amendable only by written agreement of the Issuer, Borrower, and Holder. NOW, THEREFORE, be it resolved by the City of Waterloo, Iowa, as follows: AUTHORIZATION OF AMENDMENT OF BOND, AGREEMENT, AND RESOLUTION Section 1 . The Issuer agrees to modify the provisions of the Loan Agreement previously entered into by the Issuer and the Borrower which incorporate Section 3 of Waterloo City Council Resolution No. 1986-61 by reference, and agrees to modify Waterloo City Council Resolution No. 1986-61 , and further agrees to modify the last paragraph on page 3 of the Bond and the first full sentence on page 5 of the Bond, by way of an addendum, to be entitled ADDENDUM A and attached to and made a part of the Bond, Agreement, and Resolution. The Addendum shall consist of a restated Section 3 of Waterloo City Council Resolution No. 1986- 61 , along with a restatement of the last paragraph on page 3 of the Bond and a restatement of the first full sentence on page 5 of the Bond. ADDENDUM A shall read as set forth below: "Section 3 of Waterloo City Council Resolution No. 1986-61 is restated to read as follows: Section 3 . Authorization and Terms of Project Bond. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein and pursuant to the authority of the Act, the Project Bond in the principal amount of $175 , 000. 00 for the purpose of making a loan to assist the Borrower in the financing of costs of acquiring, constructing, equipping, improving and installing the Project for the Project Purpose. The Project Bond shall be designated "Industrial Development Revenue Bond (Progressive Tool Company Project) " . The Project Bond shall be issued in the single denomination of $175 , 000. 00, substantially in the fully registered form attached hereto as Exhibit "A" (which is incorporated herein by reference and made a part hereof as if set forth in full herein) , and shall be subject to prepayment, as set forth herein and in said Exhibit "A" . The Project Bond shall be dated as of the date of delivery to the Holder, at the rate of nine percent fixed (9%) (subject to adjustment as therein provided) , and shall be payable as to interest on the first day of the month and as to principal and interest on the first day of each month in the amounts and for such period of time as set forth in Exhibit "A" . Interest from the date of delivery to the last day of the calendar month of -2- such delivery shall be paid in advance to the Original Purchaser upon the delivery of the Project Bond. In the event of any final determination stating that the interest on the Project Bond is wholly or partially includable for federal income tax purposes in the gross income of the Holder (other than because the Holder is a "substantial user" of the Project or a "related person" as those terms are used in Section 103 of the Code) , the Project bond shall from the date on which such interest becomes taxable and for all future periods bear interest at a rate which is three (3) percentage points greater than the then current reference rate of The Waterloo Savings Bank, until such time as the Project Bond is redeemed or paid in full. As used herein, "final determination" shall be deemed to have occurred upon receipt by the Holder of a ruling or technical advice by the Internal Revenue Service in which the Borrower has participated or a written opinion of an attorney or firm of attorneys of recognized standing on the subject of municipal bonds selected by the Holder and approved by the Borrower, which approval should not be unreasonably withheld, or upon the enactment of legislation by the Congress of the United States of America amending Section 103 of the Code. Following a final determination, the Project Bond shall be redeemed by Issuer and Borrower at the earliest practicable redemption date selected by the Holder, after consultation with Borrower and Issuer. Said redemption shall be made with the proceeds of advance loan payments and the prepayment in full required of Borrower under this Section 3 and Sections 4. 1 and 6. 3 of the Loan Agreement. The redemption or prepayment price, which must be paid in full on the redemption date selected by the parties, shall be equal to 100% of the principal amount of the Project Bond outstanding on the redemption date, plus accrued interest to the redemption date together with an amount equal to any penalties or interest paid by the Holder which result from the failure to include interest on the Project Bond in the gross income of the Holder. The Project Bond shall be payable as to principal and interest in lawful money of the United States of America, shall be a negotiable instrument subject to the provisions therein restricting transfer, and shall express on its face the purpose for which it is issued and such other statements or legends as may be required by law. The Project Bond shall not be transferred by any Holder to other than a Financial Institution, and in accordance with its terms any purported transfer to other than a Financial Institution shall be void and of no effect. Bond service charges on the Project Bond shall be payable at the principal office of the Holder. The Project Bond shall be executed on behalf of the Issuer by the manual signature of its Executive and attested by the -3- manual signature of its Fiscal Officer and shall bear the corporate seal of the Issuer or a facsimile thereof. The last paragraph on page 3 of the Bond is restated to read as follows : In the event of any final determination, as defined in the Bond Legislation, with respect to the tax liability of the Holder of this Bond, that the interest on this Bond is wholly or partially includable for Federal income tax purposes in the gross income of such Holder (other than the event that the Holder is a "substantial user" of the project or a "related person" as those terms are used in Section 103 (b) (13) of the Internal Revenue Code of 1954, as amended) , this Bond shall from the date on which such interest becomes taxable and for all future periods bear interest at a rate which is three (3) percentage points greater than the then current reference rate of The Waterloo Savings Bank, until such time as the Project Bond is redeemed or paid in full. The first full sentence on page 5 of the Bond is restated to read as follows: Following a final determination and at the option of the Holder, this Bond shall be redeemed in whole by the Issuer and Borrower at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date, together with an amount equal to any penalties or interest paid by the Holder which result from the failure to include interest on the Project Bond in the gross income of the Holder, after consultation with the Borrower and Issuer, but in no event later than ninety (90) days following the Holder' s notification of such final determination. " ADDENDUM A, consisting of the restated Section 3 of Waterloo City Council Resolution No. 1986-61 , hereby nullifies, voids, and repeals the original Section 3 contained in said Resolution, and is set forth for the purpose of replacing, restating, and correcting the language contained in the original Section 3 of Waterloo City Council Resolution No. 1986-61 , so as to allow the language of said restated Section 3 to comport with -4- • the intent of the Issuer, Borrower, and Holder in executing the Bond, Agreement, and Resolution. The City of Waterloo further agrees that the provisions of the Loan Agreement and the Progressive Tool Company Bond shall be restated as indicated in the aforementioned ADDENDUM A, and said restated provisions are intended to supercede, replace, and render null and void the former provisions of the Agreement and Bond which were restated. Addendum A shall be signed by the Mayor and attested by the City Clerk of the Issuer and the official seal of the Issuer shall be affixed thereto. The Mayor and the City Clerk of the issuer are directed to take all action necessary to incorporate the provisions of ADDENDUM A and restated Section 3 into the Bond and Agreement. In case any official of the Issuer whose signatures shall appear on the Bond or Agreement shall cease to be an official before the delivery of such addendum, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. PROVISIONS IN CONFLICT REPEALED SECTION 2. All resolutions , and orders , or parts thereof, in conflict with the provisions of this Resolution and addendum are, to the extent of such conflict, hereby repealed, and this Resolution shall be effective immediately upon its adoption, but all other provisions are specficially ratified and confirmed. PASSED and APPROVED this — day of l , 1986. CITY OF WATERLOO BY E , 71Y1eLvd, Mayor ATTEST: Ci Cl k -5- STATE OF IOWA SS: COUNTY OF BLACK HAWK l�� I► J ' “``t ° '-Ly , being first duly sworn, do hereby depose arifti thdt I am the duly elected, qualified and acting City Clerk of the City of Waterloo and that as such I have in my possession, or have access to, the complete corporate records of said City and of its City Council and officials; 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 in relation to the adoption of the Resolution Authorizing the Issuance of a $175, 000 Industrial Revenue Bond, (Progressive Tool Company) . WITNESS my hand and the off'cial seal of said City hereto affixed this S�L2 day of f'h lam. , 1986 . ,C2) Ci y C k Subscribed and sworn to before me this day, the date last above written. NOT PU IC IN AND R THE ATE OF IOW -6- ADDENDUM A Section 3 of Waterloo City Council Resolution No. 1986-61 is restated to read as set forth below: Section 3. Authorization and Terms of Project Bond. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein and pursuant to the authority of the Act, the Project Bond in the principal amount of $175, 000 . 00 for the purpose of making a loan to assist the Borrower in the financing of costs of acquiring, constructing, equipping, improving and installing the Project for the Project Purpose. The Project Bond shall be designated "Industrial Development Revenue Bond (Progressive Tool Company Project) " . The Project Bond shall be issued in the single denomination of $175, 000. 00, substantially in the fully registered form attached hereto as Exhibit "A" (which is incorporated herein by reference and made a part hereof as if set forth in full herein) , and shall be subject to prepayment, as set forth herein and in said Exhibit "A" . The Project Bond shall be dated as of the date of delivery to the Holder, at the rate of nine percent fixed (9%) (subject to adjustment as therein provided) , and shall be payable as to interest on the first day of the month and as to principal and interest on the first day of each month in the amounts and for such period of time as set forth in Exhibit "A" . Interest from the date of delivery to the last day of the calendar month of such delivery shall be paid in advance to the Original Purchaser upon the delivery of the Project Bond. In the event of any final determination stating that the interest on the Project Bond is wholly or partially includable for federal income tax purposes in the gross income of the Holder (other than because the Holder is a "substantial user" of the -eject or a "related person" as those terms are used in Section 3 of the Code) , the Project bond shall from the date on which such interest becomes taxable and for all future periods bear interest at a rate which is three (3) percentage points greater than the then current reference rate of The Waterloo Savings Bank, until such time as the Project Bond is redeemed or paid in full. As used herein, "final determination" shall be deemed to have occurred upon receipt by the Holder of a ruling or technical advice by the Internal Revenue Service in which the Borrower has participated or a written opinion of an attorney or firm of attorneys of recognized standing on the subject of municipal bonds selected by the Holder and approved by the Borrower, which approval should not be unreasonably withheld, or upon the enactment of legislation by the Congress of the United States of America amending Section 103 of the Code. Following a final determination, the Project Bond shall be redeemed by Issuer and Borrower at the earliest practicable redemption date selected by the Holder, after consultation with Borrower and Issuer. Said redemption shall be made with the proceeds of advance loan payments and the prepayment in full required of Borrower under this Section 3 and Sections 4. 1 and 6. 3 of the Loan Agreement. The redemption or prepayment price, which must be paid in full on the redemption date selected by the parties, shall be equal to 100% of the principal amount of the Project Bond outstanding on the redemption date, plus accrued interest to the redemption date together with an amount equal to any penalties or interest paid by the Holder which result from the failure to include interest on the Project Bond in the gross income of the Holder. The Project Bond shall be payable as to principal and interest in lawful money of the United States of America, shall be a negotiable instrument subject to the provisions therein restricting transfer, and shall express on its face the purpose for which it is issued and such other statements or legends as may be required by law. The Project Bond shall not be transferred by any Holder to other than a Financial Institution, and in accordance with its terms any purported transfer to other than a Financial Institution shall be void and of no effect. Bond service charges on the Project Bond shall be payable at the principal office of the Holder. The Project Bond shall be executed on behalf of the Issuer by the manual signature of its Executive and attested by the manual signature of its Fiscal Officer and shall bear the corporate seal of the Issuer or a facsimile thereof. The last paragraph on page 3 of the Bond is restated to read as follows: In the event of any final determination, as defined in the Bond legislation, with respect to the tax liability of the Holder of this Bond, that the interest on this Bond is wholly or partially includable for Federal income tax purposes in the gross income of such Holder (other than the event that the Holder is a "substantial user" of the project or a "related person" as those terms are used in Section 103 (b) (13) of the Internal Revenue Code of 1954 , as amended) , this Bond shall from the date on which such interest becomes taxable and for all future periods bear interest at a rate which is three (3) percentage points greater than the then current reference rate of The Waterloo Savings Bank, until such time as the Project Bond is redeemed or paid in full. -2- The first full sentence on page 5 of the Bond is restated to read as follows: Following a final determination and at the option of the Holder, this Bond shall be redeemed in whole by the Issuer and Borrower at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date, together with an amount equal to any penalties or interest paid by the Holder which result from the failure to include interest on the Project Bond in the gross income of the Holder, after consultation with the Borrower and Issuer, but in no event later than ninety (90) days following the Holder' s notification of such final determination. CITY OF WATERLOO BY --vn �� %✓1�% vt Mayor 7 ATTEST: C . y C rk -3- ADDENDUM AGREEMENT WHEREAS, Waterloo, Iowa, a political subdivision in the State of Iowa (the "Issuer") , is authorized by Chapter 419 of the Code of Iowa, 1985, as amended (the "Act") to issue revenue bonds and loan the proceeds to one or more parties to be used to acquire lands and to acquire by construction or purchase, buildings and improvements thereon and equipment; and WHEREAS, the Issuer has made the necessary arrangements with Progressive Tool Company, a corporation duly organized and validly existing under the laws of the State, (the "Borrower") , for its acquisition of land, buildings, improvements and equipment (the "Project") within the corporate boundaries of the Issuer; and WHEREAS, the Issuer has issued its Industrial Revenue Bond in the principal amount of $175 , 000 (the "Bond") to finance the cost of the Project in an amount not to exceed $175, 000, and the Issuer has loaned the proceeds of the Bond to the Borrower pursuant to the provisions of a Loan Agreement (the "Agreement") , dated as of December 2, 1985, between the Issuer and the Borrower, and pursuant to the provisions of Waterloo City Council Resolution No. 1986-61 (the "Resolution") , passed as of February 3, 1986 , 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 provisions of the Agreement which incorporate Section 3 of the Resolution by reference, the provisions of Section 3 of the Resolution, and several provisions contained in the Bond are prolix, confused, incorrect, and do not comport with ' the intent of the Issuer, Borrower, and The Waterloo Savings Bank the "Holder") ; and WHEREAS, notice of intention to issue the Bond has, as directed by the City Council, been duly given in compliance with the Act; and WHEREAS, a public hearing has been held on the proposal to issue the Bond at the time and place specified in said notice and all objections or other comments relating to the issuance of the Bond have been heard; and WHEREAS, the Issuer has issued the Bond to the Holder; and WHEREAS, the Agreement and the Bond in accordance with the Resolution authorizing the issuance and sale of the Bond is amendable only by written agreement of the Issuer, Borrower, and Holder. NOW, THEREFORE, by agreement of the parties, being the City of Waterloo, Progressive Tool Company, and The Waterloo Savings Bank, on the VA, day of 444 , 1986, Section 3 of Waterloo City Council Resolution No. 1986-61 , along with the provisions of the Loan Agreement which incorporate said Section 3 by reference and several provisions of the Progressive Tool Company Bond are hereby restated as indicated below. Section 3 of Waterloo City Council Resolution No. 1986-61 is hereby restated to read as follows: Section 3. Authorization and Terms of Project Bond. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein and pursuant to the authority of the Act, the Project Bond in the principal amount of $175, 000. 00 for the purpose of making a loan to assist the Borrower in the financing of costs of acquiring, constructing, equipping, improving and installing the Project for the Project Purpose. The Project Bond shall be designated "Industrial Development Revenue Bond (Progressive Tool Company Project) " . The Project Bond shall be issued in the single denomination of $175, 000. 00, substantially in the fully registered form attached hereto as Exhibit "A" (which is incorporated herein by reference and made a part hereof as if set forth in full herein) , and shall be subject to prepayment, as set forth herein and in said Exhibit "A" . The Project Bond shall be dated as of the date of delivery to the Holder, at the rate of nine percent fixed (9%) (subject to adjustment as therein provided) , and shall be payable as to interest on the first day of the month and as to principal and interest on the first day of each month in the amounts and for such period of time as set forth in Exhibit "A". Interest from the date of delivery to the last day of the calendar month of such delivery shall be paid in advance to the Original Purchaser upon the delivery of the Project Bond. In the event of any final determination stating that the interest on the Project Bond is wholly or partially includable for federal income tax purposes in the gross income of the Holder (other than because the Holder is a "substantial user" of the Project or a "related person" as those terms are used in Section 103 of the Code) , the Project bond shall from the date on which such interest becomes taxable and for all future periods bear interest at a rate which is three (3) percentage points greater than the then current reference rate of The Waterloo Savings Bank, until such time as the Project Bond is redeemed or paid in full. As used herein, "final determination" shall be deemed to have occurred upon receipt by the Holder of a ruling or technical advice by the Internal Revenue Service in which the Borrower has participated or a written opinion of an attorney or firm of attorneys of recognized standing on the subject of municipal -2- bonds selected by the Holder and approved by the Borrower, which approval should not be unreasonably withheld, or upon the enactment of legislation by the Congress of the United States of America amending Section 103 of the Code. Following a final determination, the Project Bond shall be redeemed by Issuer and Borrower at the earliest practicable redemption date selected by the Holder, after consultation with Borrower and Issuer. Said redemption shall be made with the proceeds of advance loan payments and the prepayment in full required of Borrower under this Section 3 and Sections 4. 1 and 6. 3 of the Loan Agreement. The redemption or prepayment price, which must be paid in full on the redemption date selected by the parties, shall be equal to 100% of the principal amount of the Project Bond outstanding on the redemption date, plus accrued interest to the redemption date together with an amount equal to any penalties or interest paid by the Holder which result from the failure to include interest on the Project Bond in the gross income of the Holder. The Project Bond shall be payable as to principal and interest in lawful money of the United States of America, shall be a negotiable instrument subject to the provisions therein restricting transfer, and shall express on its face the purpose for which it is issued and such other statements or legends as may be required by law. The Project Bond shall not be transferred by any Holder to other than a Financial Institution, and in accordance with its terms any purported transfer to other than a Financial Institution shall be void and of no effect. Bond service charges on the Project Bond shall be payable at the principal office of the Holder. The Project Bond shall be executed on behalf of the Issuer by the manual signature of its Executive and attested by the Manual signature of its Fiscal Officer and shall bear the Corporate seal of the Issuer or a facsimile thereof. The last paragraph on page 3 of the Bond is restated to read as follows: In the event of any final determination, as defined in the Bond legislation, with respect to the tax liability of the Holder of this Bond, that the interest on this Bond is wholly or partially includable for Federal income tax purposes in the gross income of such Holder (other than the event that the Holder is a "substantial user" of the project or a "related person" as those terms are used in Section 103 (b) (13) of the Internal Revenue Code of 1954 , as amended) , this Bond shall from the date on which such interest becomes taxable and for all future periods bear interest at a rate which is three (3) percentage points greater than the -3- then current reference rate of The Waterloo Savings Bank, until such time as the Project Bond is redeemed or paid in full. The first full sentence on page 5 of the Bond is restated to read as follows : Following a final determination and at the option of the holder, this Bond shall be redeemed in whole by the Issuer and Borrower at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date, together with an amount equal to any penalties or interest paid by the holder which results from the failure to include interest on the Project Bond in the gross income of the Holder, after consultation with the Borrower and Issuer, but in no event later than ninety (90) days following the Holder' s notification of such final determination. " The restatements set forth above were passed and approved by the Waterloo City Council under Resolution No. 17 - 257 and the parties acknowledge that all references in the Progressive Tool Company Bond and the Loan Agreement to Section 3 of the Bond Legislation or Section 3 of Waterloo City Council Resolution No. 1986-61 henceforth shall be construed as references to the provisions of restated Section 3 as contained in this Addendum Agreement. The parties further agree that the restated provisions of the Loan Agreement and the Progressive Tool Company Bond are intended to supercede, replace, and render null and void the former provisions of the Loan Agreement and Bond which were restated. The restatements have been entitled Addendum A, and made a part of and attached to the Progressive Tool Company Bond, Loan Agreement, and Waterloo City Council Resolution No. 1986-61. CITY OF WATERLOO By -I,,LP3 e 4- . Ma or -4- ATTEST: City Cie PROGRESSIVE TOOL COMPANY 7;)By C /� '� , THE WATE 00 SAVINGS AN -5- ^ zPJ roOr'1 tl g1 • co Cn 0 0 0 O 1-' C cl C tt 00 y H Cn O7 H H Cn 1 0 0 C I-` t2 Cl 0 H1-' y • O - x Ocn0 H co O H 00 C) O N 0) 0 O H I • z N roo0 CD Hz b O• cptri c--( yz CDH H tr1 � Cz • y l� y CO z � til CtI1 0? 0 zy H O 7-i