HomeMy WebLinkAbout1987-535-09.28.1987 Waterloo, Iowa
September 28 , 1987
The City Council of the City of Waterloo, Iowa met in
regular session at 7 :00 o ' clock P.M. at their regular meeting
place in said City. The meeting was called to order and there
were present Bernard L. McKinley , Mayor, in the chair , and the
following named Councilmembers :
Budak, Dowie, Angel , Lichty , Seeber , Miller and Wright
Absent: None
* * * * *
Councilmember Miller introduced and caused to
be read Resolution No. 1987-535 entitled, "A Resolution Autho-
rizing the Execution of a Memorandum of Agreement by and between
the City of Waterloo, Iowa and Albert Trostel & Sons Company,
regarding the issuance of Industrial Revenue Bonds" , and moved
its adoption; seconded by Councilmember Budak . After
due consideration of said resolution by the City Council, the
Mayor put the question on the motion and upon the roll being
called the following named Councilmembers voted:
Aye: Budak, Dowie, Angel , Seeber, Miller
and Wright
Nay: Lichty
Whereupon, the Mayor declared said resolution duly
adopted and signed his approval thereto.
* * * * *
Upon motion and vote the meeting adjourned.
0----L„....,.,6<va, re4,5
yor
Bernard L. McKinley
Attest :
f /
' Cit !f Clerk/A jcl" for
Larry P /Burger ."
RESOLUTION NO. 1987-535
A RESOLUTION AUTHORIZING THE EXECUTION OF A
MEMORANDUM OF AGREEMENT BY AND BETWEEN THE
CITY OF WATERLOO, AND ALBERT TROSTEL & SONS COMPANY
REGARDING THE ISSUANCE OF
INDUSTRIAL REVENUE BONDS
WHEREAS, the City of Waterloo, Iowa ( the "City" ) a
municipality of the State of Iowa, is authorized by the laws of
the State of Iowa, and specifically Chapter 419 , Code of Iowa, as
supplemented and amended ( the "Act" ) , to acquire, improve and
equip all or any part of, or any interest in, land, buildings,
equipment or improvements suitable for the use of any industry or
industries for the manufacturing, processing or assembling of any
agricultural or manufactured products; and
WHEREAS, under the Act , the City is authorized to issue
its revenue bonds for the purpose of financing the costs of any
such project; and
WHEREAS, so as to accomplish the purposes of the Act,
the City proposes to issue one or more issues of Industrial
Revenue Bonds at one or more times pursuant to the provisions of
the Act as then in effect to finance the costs of acquiring ,
improving and equipping certain real estate, buildings, equipment
and fixtures for use as a facility for the processing of leather
and for related business purposes (hereinafter referred to collec-
tively as the "Project" ) by Albert Trostel & Sons Company, a
Wisconsin corporation ( the "Corporation" ) or by a wholly owned
subsidiary of the Corporation ( the "Subsidiary" ) ; and
WHEREAS, the Corporation has advised that the Project
will be undertaken in two phases, the first of which would include
land, building and equipment necessary and appropriate for a
complete leather processing operation and the second of which
would, depending upon the success of the first phase and upon
general business conditions, include a substantial expansion of
the first phase facilities; and
WHEREAS, the location of the Project within the City
will improve the general welfare of the inhabitants of the City;
and
WHEREAS, it is deemed necessary and advisable for the
promotion of the general welfare of the inhabitants of the City
that the first phase of the Project be undertaken at the earliest
practicable date, and the Corporation has requested satisfactory
assurances from the City that the proceeds of the sale of one or
more issues of Industrial Revenue Bonds of the City in an aggregate
amount sufficient to finance both phases of the Project, currently
estimated not to exceed $8, 000 , 000, be made available at the
appropriate time or times ; and
WHEREAS, the City deems it necessary and advisable that
it take such actions as may be required under the Act to authorize
and issue one or more issues of Industrial Revenue Bonds to finance
the cost of the Project; and
WHEREAS, a form of agreement, designated as a "Memorandum
of Agreement" , has been prepared under which the Corporation has
stated its willingness, directly or through the Subsidiary, to
arrange for the acquisition, improvement and equipping of the
Project and to enter into contracts therefor and, at the time of
delivery of the bonds, to convey, grant or lease the Project and
assign such contracts to the City, or agree to complete the acqui-
sition, improvement and equipping of the Project , and to enter
into a lease of the Project from the City, or a contract to
purchase the Project from the City, or a loan agreement with the
City with respect to the Project , or any combination of the fore-
going, under which the Corporation or the Subsidiary will be
obligated to make periodic payments sufficient to pay the prin-
cipal of and interest and redemption premium, if any, on the
bonds as and when the same shall become due and payable, and, if
necessary to vest title to the Project in the Corporation or the
Subsidiary, the Corporation or the Subsidiary shall be obligated
to purchase the interest , if any, of the City in the Project for
an additional nominal amount and such lease, contract and agree-
ment shall contain such other provisions as may be required by
the Act as then in effect and such other provisions as shall be
mutually acceptable to the City and the Corporation;
NOW, THEREFORE, Be It Resolved by the City Council of
the City of Waterloo, Iowa, as follows:
Section 1. That in order to insure the acquisition,
improvement and equipping of the Project , with the resulting
public benefits which will flow therefrom, it is deemed necessary
and advisable that Industrial Revenue Bonds be issued at one or
more times in an aggregate amount sufficient to finance the cost
of the Project and that the Memorandum of Agreement hereinafter
referred to be approved and executed for and on behalf of the
City.
-2-
Section 2 . That the Memorandum of Agreement by and
between the Corporation and the City, substantially in the form
and with the contents set forth in Exhibit A attached hereto, be
and the same is hereby approved and authorized.
Section 3 . That the Mayor is hereby authorized and
directed to execute and the City Clerk is hereby authorized to
attest and to affix the seal of the City to the Memorandum of
Agreement substantially in the form and with the contents set
forth in Exhibit A attached hereto.
Section 4 . That the City will issue and sell Industrial
Revenue Bonds in an amount sufficient to finance the costs of
the Project subject to the execution of the Memorandum of Agree-
ment herein authorized and upon the conditions specified in the
Memorandum of Agreement .
Section 5 . That all resolutions and parts thereof
in conflict herewith are hereby repealed to the extent of such
conflict.
Adopted September 28, 1987 .
CITY OF WATERLOO, IOWA
(1-1.- ^^"ee-4{ 1- 1' in 641-G,
Mayor /
Bernard L. McKinley
Attest:
i 1
,7 `�C° 4., -(4;./ i
lC' ty Gy/erk/Aud� r
Larry Pr/Burger / .%
-3-
EXHIBIT A
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT is between the City of
Waterloo, Iowa, a municipality of the State of Iowa (hereinafter
referred to as the "City" ) , party of the first part , and Albert
Trostel & Sons Company, a Wisconsin corporation (hereinafter
referred to as the "Corporation" ) , party of the second part;
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 authorized by the laws of the State of
Iowa, and specifically Chapter 419 , Code of Iowa, as supplemented
and amended ( the "Act" ) , to acquire, improve and equip all or any
part of, or any interest in, land, buildings, equipment or
improvements suitable for the use of any industry or industries
for the manufacturing, processing or assembling of any agricultural
or manufactured products.
(b) Under the Act the City is authorized to issue its
revenue bonds for the purpose of financing the costs of any such
project.
(c) So as to accomplish the purposes of the Act, the
City proposes to issue one or more issues of Industrial Revenue
Bonds at one or more times pursuant to the provisions of the Act
as then in effect to finance the costs of acquiring, improving
and equipping certain real estate, buildings, equipment and
fixtures for use as a facility for the processing of leather and
for related business purposes (hereinafter referred to collectively
as the "Project" ) , located in the City, and to lease or sell, or
both, the Project to the Corporation or a wholly owned subsidiary
of the Corporation ( the "Subsidiary" ) , or enter into a loan
agreement with the Corporation or the Subsidiary with respect to
the Project, or any combination of the foregoing pursuant to the
provisions of the Act as then in effect (any of the foregoing
being referred to herein as an "Agreement" ) .
(d) The Corporation has advised that the Project will
be undertaken in two phases , the first of which would include
land, building and equipment necessary and appropriate for a
complete leather processing operation and the second of which
would, depending upon the success of the first phase and upon
general business conditions , include a substantial expansion of
the first phase facilities .
Exhibit A-Page 1
(e) It is deemed necessary and advisable, to accomplish
the purposes of the Act, that the first phase of the Project be
undertaken at the earliest practicable date, and, to that end,
the Corporation has requested satisfactory assurances from the
City that the proceeds of the sale of one or more issues of
Industrial Revenue Bonds of the City will be made available in
the aggregate principal amount of up to $8, 000 , 000 at the approp-
riate times to finance the entire Project.
( f ) Representatives of the City have indicated the
willingness of the City to proceed with and effect such financing
and have advised the Corporation 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 , condi-
tions and things required precedent to such financing, the City
by virtue of the Act or such other statutory authority as may now
or hereafter be conferred, will issue and sell one or more issues
of its Industrial Revenue Bonds at one or more times in an aggre-
gate amount sufficient to finance the Project.
2 . Undertakings on the Part of the City. Subject to
the conditions above stated, the City agrees as follows :
(a) That it will authorize or cause to be authorized,
the issuance and sale of one or more issues of its Industrial
Revenue Bonds at one or more times in such aggregate principal
amount up to $8,000 ,000 as the Corporation may request for purposes
of providing the Project.
(b) That it will adopt, or cause to be adopted, such
proceedings and authorize and direct the execution of such docu-
ments and take, or cause to be taken such actions as may be
necessary or advisable to effect the authorization, issuance and
sale of the bonds and the acquiring, improving and equipping of
the Project and the entering into and performance of an Agreement
with the Corporation or the Subsidiary with respect to the Project
and as then shall be authorized by law and mutually satisfactory
to the City and the Corporation.
(c) That the aggregate periodic payments to be used to
pay the principal of , and interest and premium, if any, on the
bonds payable under the Agreement with the Corporation or the
Subsidiary 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, and, if
necessary to vest title to the Project in the Corporation or the
Subsidiary, the Corporation or the Subsidiary shall have an obli-
gation to purchase the interest of the City, if any, in the Project
for an additional nominal amount .
Exhibit A-Page 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 appropriate
in pursuance thereof.
3 . Undertakings on the Part of the Corporation.
Subject to the conditions above stated, the Corporation agrees
as follows:
(a) That it will use all reasonable efforts to find
one or more purchasers for the bonds .
(b) That it will , or will cause the Subsidiary to,
enter into a contract or contracts for the acquiring, improving
and equipping of the Project , and, at the time of the delivery of
the bonds, it will, or will cause the Subsidiary to, convey,
grant or lease the Project and assign such contracts to the City
or agree to complete the acquisition, improvement and equipping
of the Project .
(c) That contemporaneously with the delivery of the
bonds , it will, or will cause the Subsidiary to, enter into an
Agreement with the City under the terms of which the Corporation
or the Subsidiary will obligate itself to pay 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, any such Agreement to contain such other provi-
sions as may be required by the Act as then in effect and such
other provisions as shall be mutually acceptable to the City and
the Corporation.
(d) That it will take such further action and adopt
such further proceedings as may be required to implement its
aforesaid 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 Corporation under Paragraph 3 hereof are subject
to the conditions that , on or before three years from the date
hereof (or such other date as shall be mutually satisfactory to
the City and the Corporation) , ( i ) the City and the Corporation
shall have agreed to mutually acceptable terms for the bonds and
of the sale and delivery thereof , and mutually acceptable terms
and conditions of the agreement referred to in paragraph 3, ( ii )
the proceedings referred to in paragraphs 2 and 3 hereof shall
have been taken and ( iii ) all regulatory or other governmental
approvals requisite to the execution of such documents and the
issuance and sale of the bonds shall have been obtained.
Exhibit A-Page 3
( b) If the events set forth in (a) of this paragraph
do not take place within the time set forth or any extensions
thereof and the bonds are not sold within such time , the Corpora-
tion will reimburse the City for all reasonable and necessary
direct out-of-pocket expenses which the City may incur at the
Corporation' s request arising from the execution of this Memorandum
of Agreement and the performance by the City of its obligations
hereunder , and this Memorandum of Agreement shall thereupon
terminate.
IN WITNESS WHEREOF, the parties hereto have entered
into this Memorandum of Agreement by their officers thereunto
duly authorized as of the 28th day of September , 1987 .
CITY OF WATERLOO, IOWA
v 41,71
J
( SEAL) Bernard L. McKinley
Attest :
r
f'
_e_:
ty Fa--- rk/Au it:
Larr P. rger 7
ALBERT TROSTEL & SONS COMPANY
/ i .
By /7!�P/�� 1e�, /
• Its ' 9,i ;/
( SEAL)
Attest :
j) ,
2 `.
Its
Exhibit A-Page 4
STATE OF IOWA
SS.
COUNTY OF BLACK HAWK )
I , Larry P. Burger , being first duly sworn do
hereby depose and certify that I am the duly appointed, qualified
and acting City Clerk of the City of Waterloo, Iowa; that as such
I have in my possession, or have access to, the complete records
of the City Council of said City; 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 of the corporate records showing
the action taken by the City Council of said City on September
28, 1987, to authorize the execution of a Memorandum of Agreement
by and between said City and Albert Trostel & Sons Company,
regarding the issuance of Industrial Revenue Bonds .
WITNESS my hand and the corporate seal of said City
hereto affixed at Waterloo, Iowa, this 28th day of September ,
1987.
lJ
C Cler / ditor
(SEAL) Larry . Burge
Subscribed and sworn to before me this day, the date
last above written.
Notary Public in and for the
State of Iowa
STATE OF IOWA )
, being first duly sworn do
hereby depose an cer ' y that I the duly appointed, qualified and acting
City Clerk of the Ci of Water , Iowa; that as such I have in my possession,
or have access to, the complete records of the City Council of said City; 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 showing the action taken by the
City Council of said City on September 28, 1987, to authorize the execution of
a Memorandum of Agreement by and between said City and Albert Trostel & Sons
Company, regarding the issuance of Industrial Revenue Bonds.
WITNESS my hand and the corporate seal of said City hereto affixed at
Waterloo, Iowa, this 28th day of September, 1987.
L ry P. urger, C. Clerk/Auditor
(SEAL)
Subscribed and sworn to before me this day, the date last above
written.
hz,„&u,
Notary Pu lic in and for the
State of Iowa
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