HomeMy WebLinkAbout1986-11-25 ResolutionT
RESOLUTION NO. 86-347
RESOLUTION AUTHORIZING THE SUBMISSION OF All APPLICATION TO THE IOWA
DEPARTMENT OF ECONOMIC DEVELOPMENT FOR IOWA COMMUNITY ECONOMIC BET-
TERMENT ACCOUNT FUNDING.
WHEREAS, the Iowa Community Economic Betterment Account (CERA) program pro-
vides grants and loans to cities to promote economic development and create
long-term employment opportunities, and
WHEREAS, Woridview, Inc., is seeking a low interest loan for $150,000 to
purchase capital equipment vital to the expansion of its business, and
WHEREAS, it is a policy of Iowa City to pursue industries that are compatible
with existing industries and the specific characteristics of the Iowa City
labor force and that have growth potential, and to promote the public health,
safety, morals and general welfare, and
WHEREAS, the expansion proposed by Worldview is consistent with all of these
policies, and
WHEREAS, the City will provide the administrative costs for the CEBA program.
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i NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, THAT:
The Mayor is authorized to sign and the City Clerk to attest the application
to the Iowa Department of Economic Development for an Iowa Community Economic
Betterment Account loan in the amount of $150,000.
It was moved by —Strait and seconded by Dickson
the Resolution be a op e , anupon ro call there were:
AYES: NAYS: ABSENT:
X_ Ambrisco
i X X Baker
Courtney
X
X Dickson
McDonald
X
X Strait
Zuber
Passed and approved this 25th day of November 1986.
ATTEST: Aao fty 2 X . &44)
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City of Iowa City
MEMORANDUM
Date: November 21, 1986
To: City Council
From: Patt Cain, Associate Planner�ol
Re: Iowa Community Economic Betterment Account Application
The City has been asked to submit an application to Iowa's Community
Economic Betterment Account (CERA) program on behalf of Worldview, Inc.
This memo provides background information on the company and describes the
proposed project.
THE COMPANY
Incorporated and based in Iowa City, Worldview has a contractual agreement
with the University of Iowa to use its facilities in monitoring orbiting
Soviet satellites and recording the newscast "Vremya." The signals are
converted from the Soviet standard to the U.S. standard so the program can
be shown on U.S. television. The Russian is translated into English,
footage is subtitled, and the company disseminates this programming via
satellite or videotape to educational institutions, government agencies,
newspapers and television stations within the U.S. and Canada. (See
attached newspaper article.)
At present Worldview has its corporate office in Iowa City (150 Court
Street) and its production and marketing divisions at the University of
Iowa's Technology Innovation Center (TIC), where Worldview is a tenant.
Worldview is now in its initial expansion stage. Marketing research and
product testing have occurred, and the company is poised to begin
full-scale sales and production.
THE PROPOSAL
Worldview has planned an expansion of operations which will create 30 new,
npermanent
otincludelPositionobs within
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sepectedto bercreatedloan
withinaward.
theThis
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Iowa's Translation Center and Video Center (estimated to be 16 FTEs plus
two part-time employees) to carry out the contractual agreement for video
and transcript production.
According to Woridview's projections, the company will need a $150,000
loan from the CERA program to purchase capital equipment (e.g., a computer
system and translation station equipment)'. Worldview is requesting a
five-year loan at a five percent annual interest rate, with the principal
and interest deferred for the first year. The remainder of the funding
for the expansion will come primarily from the Iowa Product Development
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Corporation, the Iowa Venture Capital Fund and equity. The City would
contribute. the administrative costs necessary for the CERA program and
loan (processing payments,. submitting quarterly progress reports, and
other reporting as required).
As explained above, Worldview now has only its corporate office within
Iowa City and its production facility at the TIC. If the CEBA proposal is
successful, the company president has committed to locating within Iowa
City upon termination of its lease at the TIC. (See attached letter.)
If Council agrees to support the expansion of Worldview as outlined, an
application will be completed and submitted to the Iowa Department of
Economic Development for consideration by the DED Commission at its meet-
ing on December 18. Adoption of the resolution on the agenda will document
Council support and authorize submission of an application.
Dodge Fielding, Worldview President, and I will attend the Council meeting
on November 25 to answer any questions on this item.
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WW///1RLDVIE W/%%%//%%%%%%%1111/�/ ,
November 21, 1986
The Honorable Mayor William J. Ambrisco
and City Council
Civic Center
410 East Washington Street
Iowa City, IA 52240
Dear Mayor and Council Members:
First, I would like to extend our sincere gratitude to
you for considering a Community Economic Development Account
application on WORLDVIEW's behalf. The capital equipment
that would be purchased with the $150,000 loan is crucial
to the success of this project.
Should the application be successful, WORLDVIEW commits
to situate within the area of jurisdiction of the City of
Iowa City upon the termination of our lease with the Tech-
nology Innovation Center. This is anticipated to be in the
month of September, 1988.
Thank you for your support and confidence.
DF:mh
C dully
���
Dodge Fie1'hg
President
150 E COURT STREET IOWA CITY, J4 52240 319354.1986
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City of Iowa City, Iowa, November 25, 1986
The City Council of Iowa City, Iowa, met on the above date
in the Council Chambers, Civic Center in Iowa City, Iowa at
12:00 Noon, in open special session, pursuant to law and the
rules of said City Council.
The meeting was called to order by william Ambriscc, Mayor,
presiding, and on roll call the following members of the City
Council were present:
Ambrisco, Courtney, Dickson
McDonald, Strait Zuber.
Absent:
Baker
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Matters were discussed relative to final authorization and
issuance of $8,350,000 in aggregate principal amount of the
City's Commercial Development Revenue Refunding Bonds (Mid -City
Hotel Associates -Iowa City Project) Series 1986. Following an
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explanation of the proposed Project by representatives of the
Borrower and a discussion of the proposal, Council Member
McDonald proposed the following Resolution in written form
and moved its adoption. Council Member Strait seconded the
motion to adopt. After due consideration of said motion, the
roll was called and the Resolution adopted by the following 1 —
vote:
AYES: Dickson McDonald Srra9
Zuber. Ambrisco.
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ABSTAINING: Courtney
ABSENT: Baker
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NAYS: None.
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The Resolution was thereupon signed by the Mayor and, in
evidence of such officer's approval, was attested by the City
Clerk, and was declared to be effective. The Resolution is as
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follows:
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RESOLUTION NO. 86-348
RESOLUTION AUTHORIZING THE ISSUANCE OF $8,375,000
COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS (MID -CITY
HOTEL ASSOCIATES -IOWA CITY PROJECT) SERIES 1986 OF THE
CITY OF IOWA CITY, IOWA, FOR THE PURPOSE OF MAKING A
LOAN TO ASSIST HARRY A. JOHNSON, JR., D/B/A MID -CITY
HOTEL ASSOCIATES -IOWA CITY IN THE REFUNDING OF THE CITY
OF IOWA CITY, IOWA, LENDER -ASSISTED COMMERCIAL
DEVELOPMENT REVENUE BONDS (MID -CITY HOTEL
ASSOCIATES -IOWA CITY PROJECT) SERIES 1983; AUTHORIZING
j THE EXECUTION AND DELIVERY OF CERTAIN FINANCING
DOCUMENTS PERTAINING TO THE PROJECT; AUTHORIZING AN
ASSIGNMENT OF CERTAIN FINANCING DOCUMENTS FOR FURTHER
SECURING THE PAYMENT OF THE BONDS; AUTHORIZING THE SALE
OF SAID BONDS; AUTHORIZING THE APPOINTMENT OF A TRUSTEE;
AND RELATED MATTERS.
WHEREAS, the City of Iowa City, Iowa, a municipal
corporation duly organized and existing under and by virtue of
the Constitution and laws of the State of Iowa (the "Issuer")
is authorized and empowered by Chapter 419 of the Code of Iowa
(the "Act"), to issue its Commercial Development Revenue
Refunding Bonds and loan the proceeds from the sale of said
Bonds to one or more parties to be used to refund the
joutstanding principal amount of any series of bonds issued by
the Issuer under the Act, to pay the accrued interest due
thereon and to pay any commissions, premiums or other expenses
to be paid in connection with such refunding for the purpose of
providing financial savings to the party responsible for
repaying the loan of the proceeds of said bonds; and
WHEREAS, the Issuer has been requested by Harry A. Johnson,
Jr., d/b/a Mid -City Hotel Associates -Iowa City, a sole
proprietorship (the "Borrower"), to authorize and issue its
Commercial Development Revenue Refunding Bonds (Mid -City Hotel
Associates -Iowa City Project) Series 1986, in the aggregate
principal amount of $8,375,000 (the "Bonds"), with the proceeds
from the sale of the Bonds to be loaned by the Issuer to the
the Borrower for the purpose of defraying all or a
portion of
the cost of refunding the outstanding principal amount of and
interest due on the Issuer's Lender -Assisted Commercial
Development Revenue Bonds (Mid -City Hotel Associates -Iowa City
Project) Series 1983 (the "Refunded Bonds") issued on December
27, 1983 in the aggregate principal amount of $8,105,000, and
paying certain commissions, premiums and expenses incidental
thereto (the "Project"); and
WHEREAS, the Bonds are to be issued pursuant to provisions
of an Indenture of Trust (the "Indenture") dated as of December
1, 1986, between the Issuer and First Trust Company, Inc., St.
Paul, Minnesota, as Trustee thereunder (the "Trustee") and;
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WHEREAS, the proceeds from the sale of the Bonds are to be
loaned by the Issuer to the Borrower pursuant to provisions of
a Loan Agreement (the "Loan Agreement") dated as of December 1,
1986, between the Issuer and the Borrower; and
WHEREAS, as additional security for payment of the Bonds,
the Borrower has agreed to execute a Real Estate Mortgage and
Security Agreement to Trustee (the "Trustee Mortgage") dated as
of December 1, 1986, between the Borrower, as the mortgagor,
and First Trust Company, Inc., a Minnesota banking corporation
with its principal office located in the City of St. Paul,
Minnesota (the "Trustee"), as the mortgagee, thereunder,
pursuant to which the Borrower grants and conveys to the
mortgagee a mortgage lien in the real estate described in the
Trustee Mortgage, subject to Permitted Encumbrances, as defined
in the Loan Agreement (collectively, the Financing Documents);
and
WHEREAS, a notice of hearing on the proposal to issue the
Bonds has been published as required by law; and
WHEREAS, pursuant to published notice of intention this
City Council is conducting a public hearing, as required by
Section 419.9 of the Act and Section 147 of the Internal
Revenue Code of 1986, as amended (the "Code"), and this City
Council has deemed it to be in the best interests of the Issuer
that the Bonds be issued as proposed; and
WHEREAS, the Issuer has arranged for the sale of the Bonds
to Midwest Federal Savings and Loan Association of Minneapolis,
Minneapolis, Minnesota (the "Original Purchaser"); and
WHEREAS, there has been presented to this meeting the
following documents, which the Issuer proposes to enter into:
1. The form of Loan Agreement between the Issuer and the
Borrower; and
2. The form of Indenture between the Issuer and the
Trustee setting forth the terms of the Bonds including (without
limitation) the maturity date or dates, rate or rates of
interest and redemption provisions, and the conditions and
security for payment of the Bonds; and
3. The form of Bond Purchase Agreement dated November 25,
1986 (the "Bond Purchase Agreement"), by and among the Original
Purchaser, the Borrower and the Issuer relating to the
issuance, sale and purchase of the Bonds; and
4. The form of the Trustee Mortgage; and
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5. The form of an Inducement and Indemnity Letter dated
November 25, 1986 (the "Inducement Letter"), from the Borrower
to the Issuer and the Original Purchaser; and
6. The form of the Bonds, as set forth in the Indenture.
7. The form of the Subordination Agreement dated as of
November 1, 1986 (the "Subordination Agreement") by and among
the Issuer, the Borrower and the Original Purchaser.
WHEREAS, it appears that each of the instruments above
referred to, which are now before each of the members of the
_ City Council, is in appropriate form and is an appropriate
j instrument for the purposes intended;
IssuNOa
W,THEREFORE, Be It Resolved by the City Council of the
s follows:
Section 1. That the Issuer proceed with the sale and
issuance of the Bonds and that the Issuer defray all or a
portion of the cost of the Project by issuing the Bonds and
i loaning the proceeds of the sale of the Bonds to the Borrower.
Section 2. That in order to defray the cost of the
Pin roject
maturing oonssuch tdategoredates,�rincsuch
amount or amounts and bearing rate or rates of interest as set
i forth in the Indenture, in substantially 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, approved and confirmed, and the form and
content of the Bonds set forth in the Indenture now before this
meeting be and the same hereby are in all respects authorized,
approved, ratified and confirmed, 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 Issuer (or cause to have printed a
facsimile thereof) thereon and deliver for and on behalf of the
Issuer 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 (including without limitation the maturity date or dates,
rate or rates of interest and redemption provisions)b
and confirmed and are
e and the
same hereby are authorized, approved a
incorporated herein by reference.
Section 3. That the Issuer loan to the Borrower the
proceeds from the sale of the Bonds pursuant to the Loan
Agreement, which provides for repayment by Borrower of such
loan in an amount equal to principal of, premium, if any, and
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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 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 issuance of the Bonds for and on
behalf of the Issuer, including necessary counterparts in
substantially the form and content now before this meeting but
with such changes, modifications, additions or deletions
therein as shall be approved by the City Manager; of the
Issuer, 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 First Trust Company, Inc., St. Paul,
Minnesota, is hereby appointed Trustee under the Indenture and
the form and content of the Indenture, the provisions of which
are incorporated herein by reference, and the assignment of the
Issuer'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 author-
ized, empowered and directed to execute, attest, seal and
deliver the Indenture for and on behalf of the Issuer to the
Trustee for the security of the Bonds and the interest thereon,
including necessary counterparts in substantially the form and
content now before this meeting but with such changes, modifi-
cations, additions and deletions therein as shall be approved
by the Clty Manager of the Issuer, 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 documents 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 Trustee
Mortgage constituting a conveyance and grant by the Borrower to
the Trustee of a mortgage lien in and to the property subject
to the Trustee Mortgage and described therein 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 Trustee Mortgage for and on behalf of the Issuer,
as mortgagee thereunder, including necessary counterparts, in
substantially the form and content now before this meeting but
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with such changes, additions, modifications and deletions
therein as shall be approved by the City Manager of the
Issuer, and that from and after the execution and delivery of
the Trustee Mortgage, the Mayor and 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 Trustee
Mortgage as executed, and the provisions of the Trustee
Mortgage are hereby incorporated herein by reference.
Section 6. That the sale of the Bonds to the Original
Purchaser subject to the terms and conditions set forth in the
Bond Purchase Agreement, is hereby authorized, approved and
confirmed, and that the form and content of the Bond Purchase
Agreement be and the same hereby are, authorized, approved and
confirmed and the Mayor be, and hereby is, authorized,
empowered and directed to execute and deliver to the original
Purchaser the Bond Purchase Agreement for and on behalf of the
Issuer, including necessary counterparts in the form and
content now before this meeting, and that from and after the
execution and delivery of the Bond 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 Bond Purchase Agreement.
Section 7. That the form and content of the Inducement
Letter be and the same hereby are authorized, approved and
confirmed and the Mayor be, and hereby is, authorized,
empowered and directed to accept the Inducement Letter for and
on behalf of the Issuer by execution thereof, including
necessary counterparts in the form and content now before this
meeting, and that from and after the execution and delivery of
the Inducement Letter, 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 Inducement
Letter as executed.
Section 8. That the form and content of the Subordination
Agreement subordinating the interests of the Issuer in the
Project to the lien of the Trustee 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 Subordination Agreement for and on behalf of the
Issuer, as mortgagee thereunder, including necessary
counterparts, in substantially the form and content now before
this meeting but with such changes, additions, modifications
and deletions therein as shall be approved by the City Manager
of the Issuer, and that from and after the execution and
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delivery of the Subordination Agreement, the Mayor and City
Clerk are hereby authorized, empowered and directed to do all
out and comply with the provisions of the
such acts and things and to execute all such documents as may
be necessary to carry rovisions of the
Subordination Agreement as executed,
incorporated herein by
Subordination Agreement are hereby
reference.
Section 9. That the payment of the Borrower to the Issuer
of $150, and Security Agreement
000 in satisfaction of the amount required to be paid
pursuant to Section 16 of the Mortgage
dated December
30, dlacceptedeprovided saiden the epaymenthisipaidr is
hereby app
prior to or simultaneous with the execution of the
Subordination Agreement. Clerk of the
Section 10. That the Mayor and the City
Issuer be and they hereby are authorized to execute and deliver
for and on behalf of the Issuer any and all additional perform
opinions or other papers and p
certificates, documents, P,
of any
all other acts (including without limitation the filing
financing statements or any other documents to create and
maintain a security interest on the properties and revenues
pledged or assigned under the Financing Documents and the
execution of all closing documents as may be required by
Ahlers, Cooney, Dorweiler. Haynie, Smith 6 Allbee, as Bond
Counsel, and the acceptance of any documentation evidencing
indemnification of the issuer by Borrower in connedeem
ction with
the transactions contemplated hereby) as they may
necessary or appropriate in order to implement and carry out
the intent and purposes of this Resolution.
Agreement requires the Borrower
Section 11. That the Loan
in each year to pay amounts as Loan Payments sufficient to pay
the principal of, premium, if any, and interest on the Bonds
when and as due, and the payment of such amoLoan
Agreementis
Aorrower to the Trustee pursuant to the Loan Ag
hereby authorized, approved and confirmed.
Section 12. That the Bonds are a limited Paymaymentsobligation required to bee
Issuer, payable solely out of the Loan � with
paid by Borrower pursuant to arovidedid in cinrthecIndenture, and is
of the Loan Agreement and as p rovisions of the
secured pursuant to and in accordance with p
Financing Documents. The Bonds s of the and interest issuer, withinhthe
never constitute
stateindebtednesconstitutional provision or stliability of
meaning of any give rise to a pecuniary
limitation, and shall natainst its general credit or taxing
the Issuer or a charge 9
powers.
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Section 13. That the provisions of this Resolution are
shall
hereby
any separable
bedeclaredto
and
yebelinvalid, such provision
declaration shall not affect the validity of the remainder of
the sections, phrases or provisions.
Section 14. All
ons and
in conflict herewith areoltoithe extenntdofssuchor pconflict,arts eoE,
hereby repealed and this Resolution shall be in full force and
effect immediately upon its adoption.
Adopted and approved November 25, 1986.
City of Iowa City, Iowa
(Seal)
Gilliam bri co, Mayor
Attest: /% /%
�a tail" -7 Karr, C1ty C1)rk�
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CERTIFICATE
I, Marian K. Karr, being first duly sworn do hereby depose
and certify that I am the duly appointed and qualified City
Clerk of the City of Iowa City, State of Iowa; that as such I
have in my possession, or have access to, the complete
corporate records of the Issuer and of its City Council and
officers; that I have carefully compared the transcript hereto
attached with the aforesaid corporate records; 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 the Issuer at a meeting open to the public on
November 25, 1986, for the purpose of considering a Resolution
authorizing the issuance of $8,375,000 aggregate principal
amount of Commercial Development Revenue Refunding Bonds (
Mid -City Hotel Associates -Iowa City Project) Series 1986, of
the Issuer, the execution and delivery of certain Financing
Documents pertaining to the Project, the Assignment of certain
Financing Documents for further securing the payment of the
Bonds, the sale of said Bonds, appointment of a Trustee and
related matters; that said proceedings remain in full force and
effect and have not been amended or rescinded in any way; that
said meeting and all action thereat was duly and publicly held,
with members of the public in attendance, in accordance with a
notice of meeting and tentative agenda, a copy of which was
timely served on each member of the City Council and posted on
a bulletin board or other prominent place easily accessible to
the public and clearly designated for that purpose at the
principal office of the City Council (a copy of the face sheet
of said agenda being attached hereto) pursuant to the local
rules of the City Council and the provisions of Chapter 21,
Iowa Code, and upon reasonable advance notice to the public and
media at least twenty-four hours prior to the commencement of
the meeting as required by said law.
witness my hand and the Corporate Seal of said Issuer
hereto affixed this 25th day of November , X1986.19,
(SEAL) Ma an K. Karr, City—Clem
State of Iowa )
SS.:
County of Johnson )
Subscribed and sworn to before me this day, the date last
above written.
Notary Public in and for the
(SEAL) State of Iowa
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(This Notice to be Posted)
NOTICE AND CALL OF MEETING
Governmental Body: The City Council of the
City of Iowa City, Iowa
Date of Meeting: November 25, 1986
Time of Meeting: 12:00 Noon
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Place of Meeting: Council Chambers j
Civic Center
Iowa City, Iowa I
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PUBLIC NOTICE IS HEREBY GIVEN that the above-mentioned
governmental body will meet at the date, time and place above
set out. The tentative agenda for said meeting is as follows:
1. Resolution Authorizing The Issuance of $8,375,000
Commercial Development Revenue Refunding Bonds (Mid -City Hotel
Associates -Iowa City Project) Series 1986 of the City of Iowa
City, Iowa, for the Purpose of Making a Loan to Assist Harry A.
Johnson, Jr., d/b/a Mid -City Hotel Associates -Iowa City in the
Refunding of the City of Iowa City, Iowa, Lender -Assisted
i Commercial Development Revenue Bonds (Mid -City Hotel i
Associates=Iowa City Project) Series 1983; Authorizing the
Execution and Delivery of Certain Financing Documents
Pertaining to the Project; Authorizing an Assignment of Certain
Financing Documents for Further Securing the Payment of the
Bonds; Authorizing the Sale of Said Bonds; Authorizing the
Appointment of a Trustee; and Related Matters. !
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2. Such additional matters as are set forth on the i I
additional page(s) attached hereto (attach copy of agenda).
This notice is given at the direction of the Mayor, L
pursuant to Chapter 21, Iowa Code, as amended, and the local
rules of said governmental body. '
A!l1aV vA.l � '
Manan K. Karr, City Clerk
of the City of Iowa City, Iowa