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HomeMy WebLinkAbout1983-12-23 Resolution83-420 RESOLUTION "Resolution authorizing the issuance and sale of Clinic Revenue Bond, (Wallace, Rosenberger & Hackbarth Project) of the City of Iowa City, Iowa, in the principal amount of $619,670, to finance the costs of acquisition by construction or purchase of land, buildings, equipment and improvements suitable for use as a medical office practice building; the execution of a Lender Loan Agreement with First National Bank, Iowa City, Iowa providing the terms and sale of such bond; the execution and delivery of a Loan Agreement with Wallace, Rosenberger & Hackbarth Building Partnership providing for the repayment of the loan of the proceeds of such bond, and related matters", WHEREAS, the City of Iowa City, Iowa, in the County of 'Johnson, State of Iowa (the "Issuer") is an incorporated municipality authorized and empowered by the provisions of Chapter 419 of the Code of Iowa, 1983, as amended (the "Act") to issue revenue bonds for the purpose of financing the cost of acquiring, by construction or purchase, land, buildings, improvements and equipment, or any interest therein, suitable for the use of one or more physicians for an office building to be used exclusively by professional health care providers, including appropriate ancillary facilities; and WHEREAS, the Issuer has made the necessary arrangements with Wallace, Rosenberger & Hackbarth Building Partnership (the "Company") for the acquisition of land and the construction and equipping thereon of a 4,810 sq. ft. medical office practice building and related parking and site improvemtns to be located on the S.E. corner of the intersection of 'Jefferson and'Johnson Streets, Iowa City, Iowa (the "Project") which the Company will lease to Wallace, Rosenberger & Hackbarth (Medical Partnership); and WHEREAS, it is necessary and advisable that provisions be made for the issuance of Clinic Revenue Bond, Series 1983 (Wallace, Rosenberger & Hackbarth Project) of the Issuer in the principal amount of $619,670 (the "Bond") as authorized and permitted by the Act to finance the cost i of the Project to that amount; and WHEREAS, the Issuer will loan the proceeds of the Bond to the Company pursuant to the provisions of a Loan Agreement dated as of December 1, 1983 (the "Loan Agreement") between the Issuer and the Company the obligation of which will be sufficient to pay the principal of, redemption premium, if any, and interest on the Bond as and when the same shall be due and payable; and -3- MICROFILMED BY. 3- MICROFILMEDBY. `. JORM MIC R(dLAB i CEDAR RAPIDS • DES MOINES 1 I C J by a Lender SLoan eAgrreementBond ltoebesold datedPursuant of Decemberel,�rl9g3s provided "Lender Loan Agreement")•by and between the Issuer and First National Bank, Iowa City, Iowa (the "Lender"); and WHEREAS, the rights of the Issuer in and to the Loan Agreement are assigned to the Lender under the Lender Loan Agreement; and WHEREAS, notice of intention to issue the Bond has been published and this Council has conducted a public hearing pursuant to such uired thatliteisnotice, necessaryall and advisablebtothe p proceed withhas thehereby financinte of the Project; and g of the WHEREAS, the Issuer has arranged for the sale of the Bond to the Lender; NOW, THEREFORE, BE IT RESOLVED by the City Council of the I as follows: ssuer, Section I. Authorization of the Bond. cost of acquiring and constructIn order to finance the ing the Project at the location set forth in the preamble hereof, the Bond shall be and the same is hereby authorized, determined and ordered to be issued in the principal amount of $619,670. The Bond shall be issued in fully registered form, numbered R-1, and shall be dated as of the date of issuance and delivery thereof and shall be executed, shall be in such form, shall be payable, shall hale such i such rates, and shall be subject such provlothersions�termsshalland aconditions as are set forth therein and in the Lender Loan Agreement and Loan Agreement. The Bond and the interest thereon do not constitute an indebtedness Of or a charge againsttheage neral shall never taxing power of the Issuer, but are limited obligations ofthecIssueror ' payable solely from revenues and other amounts derived from the Loan Agreement and the Project and shall be secured by an assignment of the Loan Agreement and the revenues derived therefrom. Forms of the Lender Loan Agreement, the Bond and the Loan Agreement are before this meeting i and are by this reference incorporated in this Bond Resolution, and the City Clerk is hereby'directed to insert them into the minutes of the 1 City Council and to keep them on file.. Section 2. Lender Loan Agreement; Sale of the Bond. In order to provide for the sale of the Bond to the Lender and the conditions with respect to the delivery thereof, the Mayor and City Clerk shall execute, acknowledge and deliver in the name and on behalf of the Issuer, the Lender Loan Agreement in substantially the form submitted to the City Council, which is hereby approved in all respects. The -4- T / l MICROFILMED BY ` JORM MICR+LA9 j { CEDAR RAPIDS • DES MOINES 1 � 144 .. sale of the Bond to the Lender is hereby approved and the Mayor and City Clerk of the Issuer are hereby authorized and directed to deliver the Bond to the Lender. Deposit by the Lender to the credit of the Issuer of the purchase price, namely $619,670, in immediately available funds at the office of the Lender shall constitute payment in full for the Bond pursuant to Section 1.02 of the Lender Loan Agreement. The Lender shall be authorized as the Issuer's depository and agent to immediately deposit such purchase price in the Project Fund established by Section 1.03 of the Lender Loan Agreement to effect the makingof to the loan of the proceeds of sale of the Bond to the Company pursuant Section 1.02 of the Lender Loan Agreement. Section 3 Reaayment of Loan. The Loan Agreement requires the Company in each year to pay amounts as loan payments sufficient to pay the principal of, redemption premium, if any, and interest on the Bond when and as due and the payment of such amounts by the Company to the Lender pursuant to the Loan Agreement is hereby authorized, approved .and confirmed. Section 4. Loan Agreement. In order to provide for the loan of the proceeds of the Bond to acquire, construct, and equip the Project and the payment by the Company of an amount sufficient to pay the principal of and premium, if any, and interest on the Bond, the Mayor and City Clerk shall execute, acknowledge and deliver in the name and on behalf of the Issuer the Loan Agreement in substantially the form submitted to the City Council, which is hereby approved in all respects. Section 5. Miscellaneous. The Mayor and/or the City Clerk are hereby authorized and directed to execute, attest, seal and deliver any and all documents and do any and all things deemed necessary to effect the issuance and sale of the Bond and the execution and delivery of the Loan Agreement and the Lender Loan Agreement, and to carry out the intent and purposes of this resolution, including the preamble hereto. Section 6. Severability. The provisions of this resolution are hereby declared to be separable and if any section, phrase or provisions shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 7. Repealer. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section B. Effective Date. This resolution shall become effective immediately upon adoption. -5- 3513/ �. ... _ MICROFILMED BY.. .... - JORM MICR+LAB I CEDAR RANDS DES MOINES 1 ::a Passed and approved this 23rd day of December, 1983. C. Mayor Attest: City Clerk ma ... ['JORM MCROFILMEO MICR¢LAE3DAR NAPIDS t DES MOINES � I (Seal) e-11 Iowa City, Iowa, December 23, 1983. The City Council Of Iowa City, iIowa, 111' On the above date n the Civic Center, in Iowa City, Iowa, at 8:00 O'clock A.M., in open special session, Pursuant to law and the rules o — Council. f said The meeting was called to order by Mary C. Neuhauser, Mayor, presiding, and on roll call the following Council Members were Present: Balmer Dickson McDonald 11 Neuhauser Perret Absent: Erdahl ........ . ..... Lynch ynch M I C R, 0 FI L 14 E JORM., MICR+LAB -CEDAR RAPIDS - DE' MOINES Matters were discussed relative to the request from Gilbert Tower Associates, regarding the issuance of not to exceed $850,000 in aggregate principal amount of the City's Commercial Development Revenue Bonds (Gilbert Tower Associates Project). Following an explanation of the proposed Project by representatives of the Company and a discussion of the proposal, Council Member Balmer introduced the following Resolution in written form and moved its adoption. Council Member Dickson seconded the motion to adopt. After due consideration of said motion, the roll was called and the Resolution was adopted by the following vote: AYES: Perret Balmer Dickson McDonald Neuhauser NAYS: None The Resolution was thereupon signed by the Mayor and in evidence of her approval, was attested by the City Clerk, and was declared to be effective. The Resolution is as follows: -2- L �.---........._:..MICROFILMED..BY._-__..--..�. ..-. JORM MICR#LA9 f� CEDAR RAPIDS • DES MOINES �a a 4 r RESOLUTION NO. 83-4ZI A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $850,000 IN AGGREGATE PRINCIPAL AMOUNT OF COMMERCIAL DEVELOPMENT REVENUE BONDS (GILBERT TOWER ASSOCIATES PROJECT) OF THE CITY OF IOWA CITY, IOWA, DIRECTING PUBLICATION OF NOTICE OF INTENTION TO ISSUE, CALLING A PUBLIC HEARING ON THE PROPOSAL TO ISSUE SAID BONDS AND AUTHORIZING EXECUTION OF A MEMORANDUM OF AGREEMENT. WHEREAS, the City of Iowa City, Iowa (hereinafter referred to as the "City") is a municipal corporation organized and existinq under the Constitution and laws 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 Commercial 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 land, buildings and improvements suitable for the use of any commercial enterprise which the City Council, as the governing body, finds is consistent with an urban renewal plan adopted by the City, pursuant to the Act and Chapter 403, Code of Iowa; and WHEREAS, the City has been requested by Gilbert Tower Associates, an Iowa general partnership (hereinafter referred to as the "Company"), to authorize and issue its Commercial Development Revenue Bonds (the "Bonds") pursuant to the provisions of the Act for the purpose of financing all or a portion of the cost of acquiring, improving and equipping a 1-5-.un..t multi -family residential apartment facility to be located at 601 South Gilbert and contiguous properties within the corporate boundaries of the City (hereinafter referred to as the "Project"); and WHEREAS, said Project is located within the area of and is consistent with and authorized by the Neighborhood Development Plan adopted by the City, and will promote urban renewal, rehabilitation and redevelopment of the City, will eliminate blighted areas, and will provide 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 -3- `� ..._.... MICRONLMED.BY. ) JORM MICR+LAB �. J CEDAR RAPIDS • DES MOINES I '3s 33 i I 1 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 $85'0,,000 in aggregate principal amount of its Commercial Developmerrt 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 Citv, and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general 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, regulations promulgated under Section 103 of the Internal Revenue Code of 1954, as amended (the "Code"), may require that the Issuer of such Bonds adopt a Resolution with I respect to such Bonds or take "some other similar official action" toward the issuance of such Bonds prior to the commencement of construction or acquisition relating to the proposed Project, and it is intended that this Resolution shall constitute "some other similar official action" toward the I issuance of the Bonds within the meaning of said federal income tax regulations; 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 said Bonds, 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 and Section 103(k) of the Code. NOW, THEREFORE, Be It and It Is Hereby Resolved by the City Council of the City of Iowa City, Iowa, as follows: Section 1. A public hearing shall be conducted on January 17, 1984, at 7:30 o'clock P.M., before this City Council in the Council Chambers at the Civic Center in the City -4- 3433 _. �. ..MICROFILMED BY l JORM MICR+LA19 (` CEDAR RAPIDS DE. I101RES of Iowa City, Iowa, on the proposal to issue not to exceed $850,000 in aggregate principal amount of the City's Commercial Development Revenue Bonds (Gilbert Tower Associates Project) pursuant to the provisions of the Act, for the purpose of financing all or a portion of the cost of acquiring, constructing, improving and 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 Iowa City Press -Citizen, 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: -5- 7.5 . MICROFILMED BY.� _ . JORM MIC RL - -CEDAR RAPIDS • DES MOINES E W, i i i i of Iowa City, Iowa, on the proposal to issue not to exceed $850,000 in aggregate principal amount of the City's Commercial Development Revenue Bonds (Gilbert Tower Associates Project) pursuant to the provisions of the Act, for the purpose of financing all or a portion of the cost of acquiring, constructing, improving and 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 Iowa City Press -Citizen, 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: -5- 7.5 . MICROFILMED BY.� _ . JORM MIC RL - -CEDAR RAPIDS • DES MOINES E W, I RESOLUTION NO. 83-422 RESOLUTION AUTHORIZING THE ISSUANCE OF $8,105,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF IOWA CITY, IOWA, LENDER -ASSISTED COMMERCIAL DEVELOPMENT REVENUE BONDS (MID CITY HOTEL ASSOCIATES - IOWA CITY PROJECT) SERIES 1983 WITH THE PROCEEDS FROM THE SALE OF THE BONDS TO BE LOANED TO MIDWEST FEDERAL SAVINGS AND LOAN ASSOCIATION OF MINNEAPOLIS, FOR THE PURPOSE OF MAKING A LOAN TO MID CITY HOTEL ASSOCIATES - IOWA CITY, A SOLE PROPRIETORSHIP FOR THE PURPOSE OF DEFFRAYING ALL OR A PORTION OF THE COST OF ACQUIRING, CONSTRUCTING, IMPROVING AND EQUIPPING A NINE -STORY HOTEL CONSISTING OF APPROXIMATELY 178 GUEST ROOMS, CONVENTION AND MEETING ROOMS, A SWIMMING POOL, A COFFEE SHOP, AND FOOD AND BEVERAGE FACILITIES ALL CONSISTENT WITH THE CITY'S PROJECT NO. IOWA R-14 URBAN RENEWAL PLAN; THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST TO SECURE SAID BONDS; THE EXECUTION AND DELIVERY OF A LENDER LOAN AGREEMENT BY AND AMONG THE CITY, MID CITY HOTEL ASSOCIATES - IOWA CITY, MIDWEST FEDERAL SAVINGS AND LOAN ASSOCIATION OF MINNEAPOLIS AND FIRST TRUST COMPANY OF SAINT PAUL; THE SALE OF SAID BONDS; APPOINTMENT OF FIRST TRUST COMPANY OF SAINT PAUL, AS TRUSTEE; AND RELATED } MATTERS. E WHEREAS, the City of Iowa City, Iowa, a municipal cor- poration duly organized and existing under and by virtue of the 1 Constitution and laws of the State of Iowa (the "City") pro- poses to issue its Lender -Assisted Commercial Development Revenue Bonds (Mid City Hotel Associates - Iowa City Project), Series 1983 in the aggregate principal amount of $8,105,000 (the "Bonds") with the proceeds from the sale of the Bonds to be loaned to Midwest Federal Savings and Loan Association of Minneapolis ("Midwest") for the purpose of making and administering a loan to Mid City Hotel Associates - Iowa City, a sole proprietorship (the "Developer"), to be used for defraying all or a portion of the cost of acquiring, constructing, improving and equipping a nine story hotel consisting of approximately 178 guest rooms, convention and meeting rooms, swimming pool, coffee shop, and food and beverage facilities located within the area of and consistent with the City's Project No. Iowa R-14 Urban Renewal Plan (the "Project"), the Project to be owned by the Developer, with the financing of the Project to be undertaken in accordance with ! the provisions of Chapter 419 of the Code of Iowa (the "Act"); and + r i I -3- ,301X r'.., . 141CROF I LMED BY ' 1 JORM MICR¢LAE3 1 �1 CEDAR RAI'f DS • DES IAOIHES f � WHEREAS, the City Council of the City has determined the Project is located within the area of and is consistent with and authorized by the City's Project No. Iowa R-14 Urban Renewal Plan (the "Urban Renewal Plan") and there is a public need in the City and the surrounding environs for implementation of said Urban Renewal Plan, which will promote urban renewal, rehabilitation and redevelopment of the City, will eliminate blighted areas within the City and will promote employment opportunities for residents of the City and the surrounding area; and WHEREAS, the Bonds are to be issued pursuant to provisions of an Indenture of Trust (the "Indenture") dated as of December 1, 1983, between the City and First Trust Company of Saint Paul, St. Paul, Minnesota, as Trustee thereunder (the "Trustee") and; WHEREAS, the proceeds from the sale of the Bonds are to be loaned by the City to Midwest on a non-recourse basis pursuant to provisions of a Lender Loan Agreement (the "Lender Loan Agreement") dated as of December 1, 1983, by and among the City, the Developer, the Trustee and Midwest and, in turn, Midwest will make a loan to the Developer in an amount equal to the principal amount of the Bonds less an amount to be deposited in a reserve fund; and WHEREAS, pursuant to the Lender Loan Agreement, Midwest will make payments in amounts equal to the principal of, premium, if any, and interest on the Bonds, which payments will be assigned by the City to the Trustee; and WHEREAS, as security for the payments of Midwest under the Lender Loan Agreement, certain federal governmental securities, single family mortgage loans, and/or other permitted securities have been assigned and pledged to the Trustee pursuant to a Collateral Agreement dated as of December 1, 1983 (the "Collateral Agreement") by and among Midwest, the Trustee and The Richard Gill Company. WHEREAS, the rights and interest of the City in and to the Lender 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 Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), and this City Council has deemed it to be in the best interests of the City that the Bonds be issued as proposed; and -4- _?IICROFILMEO BY i t JCIRM MICR+LAB t -CEDAR RRR?OS • DEE MOINES •1 3 f 3V3f P. WHEREAS, the City has arranged for the sale of the Bonds to Dain Bosworth Incorporated, Minneapolis, Minnesota (the "Underwriter"); and WHEREAS, there has been presented to this meeting the following documents, which the City proposes to enter into: 1. The form of Lender Loan Agreement by and among the City, the Developer, the Trustee and Midwest; and 2. The form of Indenture between the City and the Trustee setting forth the terms of the Bonds including (without limitation) the maturity dates, 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 December 23, 1983 (the "Bond Purchase Agreement"), by and among the Underwriter, the City, Midwest and the Developer relating to the issuance, sale and purchase of the Bonds; and 4. The form of an Inducement and Indemnity Letter to be dated December 23, 1983 (the "Inducement Letter") from the Developer to the City, the Underwriter and Midwest; and 5. The form of a Preliminary Official Statement dated December 13, 1983, and a final Official Statement dated December K, 1983 (collectively the "Official Statement") used by the Underwriter in the offering and sale of the Bonds; and 6. The form of the Bonds, as set forth in the Indenture. 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 Iowa City, Iowa, as follows: Section 1. That the City defray all or a portion of the cost of acquiring, constructing, improving and equipping a nine story hotel consisting of approximately 178 guest rooms, convention and meeting rooms, swimming pool, coffee shop, and food and beverage facilities (the "Project") by issuing the Bonds and loaning the proceeds of the sale of the Bonds to Midwest to be loaned by Midwest to the Developer, which Project is consistent with and -located within the area of the City's Project No. Iowa R-14 Urban Renewal Plan adopted by the City pursuant to Chapter 403 of the Code of Iowa; and Section 2. That in order to defray the cost of the Project, the issuance of the Bonds in the aggregate principal -5- 7 MICROFILMED BY l JORM MICR#LAB CEDAR RAPIDS - DES MOINES 1 .4 amount of $8,105,000, maturinq on such dates, in such amounts and bearing rates of interest as set 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 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 (including without limitation the maturity dates, rates of interest 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 Midwest the proceeds from the sale of the Bonds (on a non-recourse basis), less the proceeds from the sale of the Reserve Fund Bonds, as defined in the Lender Loan Agreement, which are to be deposited into the Reserve Fund, as defined in the Lender Loan Agreement, pursuant k to the Lender Loan Agreement for the sole purpose of makinq and # administering a loan to the Developer to be used to finance all s or a portion of the costs of the Project, which Lender Loan Agreement provides for repayment by Midwest of an amount equal j to principal of, premium, if any, and interest on the Bonds when and as due and the form and content of the Lender 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 Lender Loan Agreement prior to or simultaneously with the issuance 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, additions or deletions therein as shall to them seem necessary, desirable or appro- priate, 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 Lender Loan Agreement now before this meeting, and that from and after the execution and delivery of the Lender 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 Lender Loan Agreement as executed. -6- 3f 3fl .... .MICAOEILMED BY JORM MICR+LAB CEDAR RAPIDS • DE: MOINCS '. d Section 4. That First Trust Company of Saint Paul, St. Paul, Minnesota, is hereby appointed Trustee under the Indenture and the form and content of the Indenture, the provi- sions of which are incorporated herein by reference, and the assignment of the City's rights and interest in and to the Lender 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 Indenture for and on behalf of the City 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, 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, modifica- tions, additions 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 documents as may be necessary to carry out and comply with the provisions of the Indenture as executed. Section 5. That the sale of the Bonds to the Underwriter at the purchase price of 4.%r_% of the par value thereof, subject to the terms and conditions set forth in the Bond Purchase Agreement, is hereby authorized, approved and confirmed and 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. j Section 6. That the form and content of the Inducement Letter be and the same hereby are authorized, approved and con- firmed and the Mayor be, and she hereby is, authorized, empowered and directed to accept the Inducement Letter for and on behalf of the City 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 j 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 Letter as executed. Provisions of the Inducement Section 7. That the Mayor and the City Clerk of the City S be and they hereby are authorized to execute anddeliver for and on behalf of the City any and all additional certificates, -7- 3 f3� MICROFILMED BY JORM MICRQLAB }? CEDAR RAPIDS • DEC MOINES i Wi 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 Lender Loan Agreement and the execution of all closing documents as may be required by Ahlers, Cooney, Eprweiler, Haynie & Smith, as Bond Counsel, and the acceptance of any documentation evidencing indemnification of the City by the Owner 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 B. That the Lender Loan Agreement requires Midwest 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 amounts by Midwest to the Trustee pursuant to the Lender Loan Agreement is hereby authorized, approved and confirmed. Section 9. .That the Bonds are limited obligations of the City, payable solely out of the Loan Payments required to be paid by Midwest pursuant to and in accordance with provisions of the Lender Loan Agreement and as further provided in the Indenture and the Collateral Agreement, and are secured pur- suant to and in accordance with provisions of the Collateral Agreement and the indenture. The Bonds and interest thereon shall never constitute an indebtedness of the City, within the meaning of any state constitutional 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 10. That the City hereby elects to have the provi- sions as to the exempt small issue limitation under Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, apply to the Bonds, and the Mayor or the City Clerk is hereby directed to file or cause to be filed an appropriate statement relating to such election with the Internal Revenue Service. Section 11. That the City will lend the Developer the pro- ceeds from an Urban Development Action Grant made by the U.S. Department of Housing and Urban Development under Section 119 of the Housing and Community Development Act of 1974 for the sole purpose of defraying a portion of the costs of the Project. Section 12. That the use by the Underwriter of the official Statement in connection with the sale of the Bonds is hereby authorized and approved; provided such authorization and Q:D �_ ..... ... MICROFILMED BY-..._.._..'. l JOWA MICR+LAB I .CEDAR RAPIDS • DES MOINES t � W E w E R Oil approval shall not be deemed to include authorization and approval of information contained in the official Statement M other than information contained under the caption "THE CITY", but nothing or°limitingnthethis Underwriternandshall thebcompanyconstrue fromas prohibiting deem appropriate. including such information as they , on are Section 13. That the provisionsnsectionl,lphraseloriprovision hereby to be separable and if any { 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. 1 arts thereof, Section 14. All are,Resolutionshe eextent dofsparts in conflict herewith are, this Resolution shall be in full force a hereby repealed and nd effect immediately upon its adoption. Adopted and approved this 23rd day of December, 1963. City of Iowa City, Iowa LAM (Seal) Mary NNeuhauser,Mayor { z 7 Attest: Ma 'an R. Karr, City Clerk I 1; ;y .... .�, _........MICRO EllWED. BY... I JORM MICR+LAB r CEDAR RXP16S • DE_ MOINES 1 , v i I I i i i R Oil approval shall not be deemed to include authorization and approval of information contained in the official Statement M other than information contained under the caption "THE CITY", but nothing or°limitingnthethis Underwriternandshall thebcompanyconstrue fromas prohibiting deem appropriate. including such information as they , on are Section 13. That the provisionsnsectionl,lphraseloriprovision hereby to be separable and if any { 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. 1 arts thereof, Section 14. All are,Resolutionshe eextent dofsparts in conflict herewith are, this Resolution shall be in full force a hereby repealed and nd effect immediately upon its adoption. Adopted and approved this 23rd day of December, 1963. City of Iowa City, Iowa LAM (Seal) Mary NNeuhauser,Mayor { z 7 Attest: Ma 'an R. Karr, City Clerk I 1; ;y .... .�, _........MICRO EllWED. BY... I JORM MICR+LAB r CEDAR RXP16S • DE_ MOINES 1 CLERK'S CERTIFICATE I, Marian K. Karr, being first duly sworn do hereby depose and certify that I am the duly appointed, qualified, and acting City Clerk of the City of Iowa City, in the County of Johnson, State of Iowa; that as such I have in my possession, or have access to, the complete corporate records of said City and of its 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 said City at a meeting open to the public on December 1.L, 1983, for the purpose of considering a Resolution authorizing the issuance of $8,105,000 aggregate principal amount of Lender -Assisted Commercial Development Revenue Bonds (Mid City Hotel Associates - Iowa City Project) Series 1983 of the City of Iowa City, Iowa, the execution and delivery of an Indenture of Trust to secure said Bonds, the execution and delivery of a Lender Loan Agreement by and among the City, Midwest Federal Savings and Loan Association of Minneapolis, First Trust Company of Saint Paul and Mid City Hotel Associates - Iowa City, the Assignment by the City of the rights and interest of the City in and to said Lender Loan Agreement, the sale of said Bonds, appointment of First Trust Company of Saint Paul as 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 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 Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 28A, 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 City hereto affixed this day of December, 1983. (SEAL) Mari n K. Karr, City Clerk State of Iowa ) SS.. County of Johnson ) Subscribed and sworn to before me this day, the date last above written. NotaryPublic in d for the (SEAL) State of Iowa -lo- �.. _ _.. MICROEILI1EO.BY..._ l JORM MICRfL AB 1 1 ( CEDAR RPPIDS • DE£ MOINES 1 f i `1 i1 q :1 �i (This Notice to be Posted) NOTICE AND CALL OF COUNCIL MEETING Governmental Body: Date of Meeting: Time of Meeting: Place of Meeting: The City Council of Iowa City, Iowa. December 23 , 1983 8:00 A.R.M. Council Chambers Civic Center 410 East Washington Street Iowa City, Iowa ;oaf n 11)4 ,Z.,n w�rrl' id . X3-83 8�3uaT 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: 48, log, 000 1. Resolution Authorizing the Issuance of $8,105,000 in Aggregate principal amount of the City of Iowa City, Iowa, Lender -Assisted Commercial Development Revenue Bonds (Mid City Hotel Associates - Iowa City Project), Series 1983 with the proceeds from the sale of the Bonds to be loaned to Midwest Federal Savings and Loan Association of Minneapolis, for the purpose of making a loan to Mid City Hotel Associates - Iowa City, a sole proprietorship for the purpose of defraying all or a portion of the cost of acquiring, constructing, improving and equipping a nine story hotel consisting of approximately 178 guest rooms, convention and meeting rooms, a swimming pool, a coffee shop, and food and beverage facilities all consistent with the City's Project No. Iowa R-14 Urban Renewal Plan, the execution and delivery of an Indenture of Trust to secure said Bonds; the execution and delivery of a Lender Loan Agreement by and among the City, Mid City Hotel Associates - Iowa City, Midwest Federal Savings and Loan Association of Minneapolis and ; First Trust Company of Saint Paul; the sale of said Bonds; appointment of First Trust Company of Saint Paul as Trustee; and related matters. 2. Such additional matters as are set forth on the addi- tional 4 page(s) attached hereto (attach copy of agenda). This notice is given at the direction of the Mayor, pur- suant to Chapter 28A, Iowa Code, as amended, and the local rules of said governmental body. Ma an K. Karr, City Clerk of the City of Iowa City, Iowa -11- 1 MICROEILMEO BY .) t JoIRM MICR#LAB t { CEDAR RAP?DS • DES MOINES i J � 1 y i 1 4 C a e i I: 1 is i 'j O�r "1 r V 4 ,y "`i ^1 City of Iowa City MEMORANDUM DATE: December 21, 1483 TO: City Council FROM: City Manager�—�,• RE: Parking Agreement for Hotel C/ The resolution and parking agreement for the hotel project will be delivered separately to you on Thursday. This item is listed as Item No. 8 on the special agenda. ..: . .� � _ MICRDEIU1ED BY... .1 JORM MICR+LAB CEDAR RAPIDS DES MOINES f � j y y 4 S C d' I: 1 ti V 4 ,y 5. 0 RESOLUTION NO. 83-423 RESOLUTION APPROVING A PARKING AGREEMENT WITH HARRY A. JOHNSON, JR. DOING BUSINESS AS MIR -CITY HOTEL ASSOCIATES. WHEREAS, the U.S. Department of Housing and Urban Development - Urban Development Action Grant Office has awarded the City of Iowa City, Iowa, an Urban Development Action Grant of $2,081,000 to assist in the development of a hotel on Urban Renewal Parcel 64-1b; and WHEREAS, Mid -City Hotel Associates is planning to construct a hotel facility on Parcel 64-1b, Iowa City, Iowa, which hotel facility requires parking availability for the use of its patrons; and WHEREAS, the Urban Development Action Grant Agreement requires an agreement between the City of Iowa City and Mid -City Hotel Associates concerning parking availability. NOW, THEREFORE, BE IT RESOLVED that the Mayor of Iowa City, Iowa, is author- ized to execute this Parking Agreement on behalf of the City of Iowa City. It was moved by Perret and seconded by Dickson the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Balmer _X Dickson X Erdahl X Lynch McDonald X Neuhauser X Perret Passed and approved this 231:d day of Dpremhrr , 1983. FAVAI&I F.W.�� W. 11ICROF1L11ED BY. t JORM MICR+LAB { - CEDAR RAPIDS • DES 1401NES t i 1 6�L N�Zikgff 7 d ' 3Y3s I 144 CITY OF IOWA CITY - HARRY A. JOHNSON, JR. PARKING AGREEMENT This agreement is entered into this 7-jr,day of D ether 1983 between the City of Iowa City, Iowa, a municipal corpara ion' hereinafter referred to as City, and Harry A. Johnson, Jr, doing business as Mid -City Hotel Associates - Iowa City, hereinafter referred to as Hotel Associates. WHEREAS, Hotel Associates is planning to construct a hotel facility on Block 64, Iowa City, Iowa, which hotel facility requires parking availability for the use of its patrons, and, WHEREAS, the City and Hotel Associates have reached agreement concerning parking availability which agreement the parties wish to reduce to writing. Now, therefore, it is agreed as follows: 1.Parking Provided. The City agrees to provide to Hotel Associates and to its parking patrons parking spaces, for vehicles with a maximum clearance of 7 feet, in Dubuque Street Parking Ramp and the Capitol Street Parking Ramp, located in Iowa City, Iowa. Parking shall be provided to regis- tered hotel guests in either the Dubuque Street Parking Ramp or the Capitol Street Parking Ramp. Without assuming financial liability to Hotel Associates, the City agrees to use reasonable efforts to provide parking to registered hotel guests in the Dubuque Street Parking Ramp. Hotel Associates agrees to assist the City in staffing the Dubuque Street i Parking Ramp to provide for traffic control during days of peak usage. j Parking shall be provided to meeting attendees, restaurant patrons and bar patrons in either the Dubuque Street Parking Ramp or the Capitol Street Parking Ramp during scheduled operating hours of the parking ramps on an as available basis. r i 2. Parking Validation. The City and Hotel Associates agree to develop a vale atiod n system so that parking ramp tickets can be validated by Hotel Associates employees and returned by the parking patrons to the cashier upon exiting either parking ramp. Hotel Associates agrees to develop appropriate security systems to prevent unauthorized use of the parking validation system. 3. Ramp Operation. The City shall be responsible for maintaining ramp operations. IIt is agreed that by making this agreement, the City is neither expanding nor limiting its liability to Hotel Associates or its guests and patrons in connection with the operation of the parking ramp, but rather such liability shall be the same as to any other person or entity using the parking ramp. j 4. Parking Rates. The City will charge Hotel Associates for parking ramp usage rates as set out in the attached Exhibit A, which exhibit is by i this reference made a part of this agreement. 5. Additional Parkin S aces. Subject to financial resources being avail - a e, ie Ci y agrees to provide additional downtown off-street parking in the event of the occurrence of one or more of the following: 3v35 I ' r. _.. ..... MICROFILIIED BY_. _.._.� \ JORM MICR#LAB i � CEDAR RAPIDS • DE: 1101NES t � Page 2 a) The average combined daily occupancy of the Dubuque Street Parking Ramp and the Capitol Street Parking Ramp exceeds 80% in any 8 months in a 12 month period. The average daily occupancy rate will be based upon parking usage between the hours of 9:00 a.m. and 5:00 p.m. on non -holiday weekdays. b) The average evening occupancy of the Dubuque Street Parking Ramp exceeds 80% for any 8 months in a 12 month period. The average evening occupancy rates will be based upon parking usage between the hours of 5:00 p.m. and 10:00 p.m. on non -holiday weekdays. Dated at Iowa City, Iowa, on the date given above. CITY OF IOWA CITY, IOWA By: Mary C. �lhuhauser, Mayor ATTEST: CIT CLERK HARRY A. J NSON, JR. STATE OF IOWA ) y ) SS: i^ JOHNSON COUNTY ) On this Jar/day� : „:d qualified fo A.D. Ibefore me, a Notary Public u y commissioned and qua I ied in and for said County and State, personally appeared Mary C. Neuhauser, Mayor of the City of Iowa City, Iowa, and Marian Karr, City Clerk of said City, each being to me personally ? known to be the identical persons and officers named in the foregoing k instrument, who executed the same under and by virtue of the authority vested in them by the City Council of said City, and each for himself/herself acknowledged the execution thereof to be his/her voluntary act and deed for purposes herein expressed. , IN TESTIMONY WHEREOF, I have hereunto set my hand and notarial Seal at Iowa I City, Iowa, the day and year last above written. j Nota ih and tor—the State of Iowa I i j I i � 3Y3S r _ ..._ .. MICROFILttED. BY .:_.. -) , t JORM MIC R(pLAB i CEDAR RPPIDS • DEE MOINES i Page 3 STATE OF MA VIAhvc56M ) HZ�I/N'e P//y ) SS JOHNSON COUNTY � ) On this 3V L day of I2PiC 1983, before me, the under- signed, a Na NNo-Tary Public to ana Tor said State, personally appeared Harry A. Johnson, Jr. to me known to be the identical person named in and who executed the foregoing instrument, and acknowledged that he executed the same in his voluntary act and deed. ua Notary Puzc in ana Tor t ne OTS State of 4M N 4 e � R i i , II 1 i ' I -3V35 14z' —.-MICROFILMED BY_ JORMMICR#LAB • CEDAR R410S • DEC 110INES i Page 4 EXHIBIT A I. REGISTERED HOTEL GUESTS AND RESTAURANT PATRONS Hotel Associates will contract with the City for parking provided to hotel patrons for a monthly fee to be paid to the City. The monthly fee is based upon a computation utilizing the monthly permit rate in effect at the time the calculation is made times 100 parking spaces. The monthly fee will cover the cost of 60,000 hours of parking per month for hotel patrons. In the event the parking ramps are staffed by the City for operation on Sundays and/or holidays, the amount of hours of parking per month will be prorated accordingly. A. Annual Adjustment of Monthly Fees. Should the actual hours of parking utilized by hotel patrons exceed 720,000 hours per year (60,000 hrs/month X 12 months), Hotel Associates will annually pay the City for any excess hours of parking, at the hourly rate in effect at the end of the annual 12 month period. The first annual period shall end 11 months from the end of the first calendar month of hotel operation with each successive annual period ending 12 months thereafter. Any fee for a partial month shall be a prorated portion of the monthly fee. B. Actual Hours of Hotel Patron Parking. The City agrees to provide hotel patron parking usage figures monthly and a final full year report within 45 days after the end of each hotel operation year, ( Hotel Associates shall have the right to audit the hotel guest parking usage figures provided by the City. C. Computation Formulas: 1. Monthly fee: (100 parking spaces) X (monthly permit rate in effect at the time calculation is made) = monthly fee 2. Annual adjustment of monthly fees: a. (actual hours of hotel patron parking) -(720,000 hours) _ excess hours of parking. b. If excess hours of parking is positive: (Excess hours of parking) X (Hourly rate in effect at end of year) = Annual adjustment. c. If excess hours of parking is negative, for the first year only: that negative amount of hours will be carried over to the second year and added to the annual hour base of 720,000 hours to be used in the computation of the annual adjustment of monthly fees for the second year. D. Payment Due Date. Hotel Associates agrees to pay the monthly fee by t e 5t o t e following month and the annual adjustment with 45 days after the annual, 12 month period. 3y35 .MICROFILMED BY 1 JORM MICR#LAS t �' i CEDAR RPPIDS • DES (WINES f } I 14 Page 5 E. Renegotiation. The computation formulas listed in Section I -C are subject to renegotiation should daily parking demand necessitate the removal of permit parking in the Dubuque Street Parking Ramp. II. HOTEL EMPLOYEES, RESTAURANT EMPLOYEES Parking will be provided as available to the general public at the normal rates. �..._.� .I MICROFILMED BY. DORM MICR+LAB CEDAR RAPIDS nE5 MOINES ,I 3y3 i I j i i i j i i i i i i Page 5 E. Renegotiation. The computation formulas listed in Section I -C are subject to renegotiation should daily parking demand necessitate the removal of permit parking in the Dubuque Street Parking Ramp. II. HOTEL EMPLOYEES, RESTAURANT EMPLOYEES Parking will be provided as available to the general public at the normal rates. �..._.� .I MICROFILMED BY. DORM MICR+LAB CEDAR RAPIDS nE5 MOINES ,I 3y3 i i i i j i .. nI City of Iowa City MEMORANDUM Date: December 22, 1983 To: City Council From: City Manager ,� Re: Hotel - Parking Agreement The hotel prospectus stated: "The Dubuque Street Ramp, a multi-level 450 space municipal parking garage, is directly south of the site. This facility was designed to service the site and can be expanded up to an additional two levels increasing the capacity by another 200 cars. The City will consider expansion when user demand is apparent and funding is available." In addition, the UDAG grant requires the City to enter into a parking agreement, as follows: "Recipient shall execute a Parking Agreement with Developer guaranteeing that there will be adequate parking reserved for hotel guests in municipal Parking Ramp B..." The proposed parking agreement is attached. The financial provisions of the agreement provide: 1.. The hotel will lease 100 spaces at the regular monthly rate of $25. 2. Based on actual hours of usage during the year, the hotel may pay an additional fee to the City if the usage exceeds an established limit. Computation appears in No. 7 below. In the first year only, if the usage is less than the maximum number of hours, any balance will be added to the allowance for the second year. This exception for the first year is provided to recognize business start-up conditions. 3. Any additional charge will be at the regular hourly charge of $.25. 4. The City will cooperate with the hotel management to ensure adequate. space for registered hotel guests in the Dubuque Street ramp. It is recognized that some hotel use will probably occur in the Capitol Street ramp. 0 5. If the daily parking demand impinges upon other current permit usage in the ramp, the hotel terms are subject to renegotiation. 6. Any general increase in the monthly permit or hourly rates wll apply to the hotel. - i Y.. ��...FCE 7R1MCR+LAB . DEC MOINES I 1 l_ 4. A Page 2 7., Computation Formula A.25 days (deletes Sundays and holidays) x 24 hours = 600 hours per month per space. B. 600 hrs. per month x 100 permits = 60,000 hours per month. C. 60,000 hrs. per month x 12 months = 720,000 hours per year. D. Computation of Payment to City (100 parking spaces) x (monthly fee in effect at time calculation is made) = monthly payment to City. E. Annual Adjustment of Fee 1. (Actual hours of hotel patron parking) - (720,000 hours) = excess hours of parking. 2. If excess hours of parking is positive (Excess hours of' parking) x (hourly rate in effect at end of year) = annual adjustment. 8. Examples A. 720,000 parking hours per year used. 100 x $25 x 12 = $30,000 B. 600,000 parking hours per year used. First Year Only 100 X $25 X 12 = $30,000. However, difference between 720,000 hours and 600,000 hours or 120,000 hours is added to the number of avail- able hours for the second year. Such a carryover will be permitted in the first year only. All Other Years 100 X $25 X 12 = $30,000 C. 820,000 parking hours per year used. 720,000 hrs. = 100 spaces x $25 x 12 months = $30,000 100,000 hrs. x $.25 = $25 000 Total Payment =$55"000 /sp _..__ MICROEILMED. BY _...... JORM MICR+LAB t CEDAR RAPIDS • DES MOINES I