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HomeMy WebLinkAbout1981-11-16 ResolutionA Proceedings Fixing Date for Hearing On Increased Amount of Bond Iowa City, Iowa November 16 , 1981 The City Council of Iowa City, Iowa, met in special session on the 16th day of November 1981, at 3:00 Ole P.m., at the Civic"Center in .Iowa City, Iowg. The meeting was called to order and there were present John R. Balmer Mayor, in the chair, and the following named Council Mem ers: Erdahl, Neuhauser, Perret, Roberts, Vevera Absent: Lynch Matters were discussed concerning the issuance of Industrial Development Revenue Bond. Whereupon, Council Member Vevera introduced a resolution entitled: "Resolution fixing a date for hearing on proposed increase in amount of Industrial Development Revenue Bond (Henry Louis Inc. Project)", and moved its adoption, seconded by Council Member Perret After due consideration of the said resolution by the Counc> , t e Mayor put the question upon ; the motion and the roll being called, the following named Council Members voted: Ayes: Erdahl Neuhauser, Perret Roberts Vevera Balmer y Nays: None Absent: Lynch Whereupon, the Mayor declared the said resolution duly adopted and approval was signed thereto. On motion and vote, the meeting adjourned. ayor Attest: ue "iy CiY.y Clerk (Seal) -1- BELIN. HARRIS, HELMICK 6 HEARTNEY, LAWYERS, DES MOINES, IOWA 116 1 Q/1 MICROFILMED BY 'JORM MICROLAB CEDAR RAPIDS -DES MOINES RESOLUTION 81-294 Resolution fixing a date for hearing on proposed increase in amount of Industrial Development• Revenue Bond (Henry Louis Inc. Project) WHEREAS, the City of Iowa City, 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, 1981, 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 commercial enterprises which the City Council of the Issuer as the governing body, finds is consistent with an urban renewal plan, adopted by the Issuer pursuant to Chapter 403 of the Code of Iowa; and WHEREAS, the Issuer has adopted an Urban Renewal Plan, Project No. Iowa R-14 (the "Urban Renewal Plan") for the Urban Renewal Area designated therein (the "Urban Renewal Area") and in furtherance of its efforts to carry out the Urban Renewal Plan the Issuer proposes to issue its revenue bonds pursuant to the Act for the purpose of financing certain improvements and equipment: (the "Project") suitable for use by Henry Louis Inc. (the "Company") in its commercial enterprise, located within the Urban Renewal Area; and WHEREAS, it is proposed to finance all or a portion of the cost of the Project through the issuance of Industrial Development Revenue Bond (Henry Louis Inc. Project) of the Issuer in an amount not to exceed $95,000 (the "Bond") and to loan said amount to the Company under a Loan Agreement between the Issuer and the Company upon mutually acceptable terms, the obligation of which will be sufficient to pay the principal of and redemption premium, if any, and interest• on the Bond as and when the same shall be due and payable; and WHEREAS, the Issuer considers that the undertaking of the Project and the financing of the same is consistent with the Urban Renewal Plan and will promote urban renewal, rehabilitation and redevelopment of the Issuer and will enhance the tax base of the Issuer, increase commerce within the Issuer and add to the welfare and prosperity of the Issuer and its citizens; and WHEREAS, a public hearing was held on May 19, 1981, on the proposal to issue the Bond in the aggregate principal amount• not to exceed $80,000 at the time and place as specified in a notice duly published as required by Section 419.9 of the Act and all objections or other comments relating to the issuance of the Bond in that amount have been heard; and WHEREAS, this Council on May 19, 1981, determined it is necessary and advisable that the Issuer proceed with the issuance and sale of the Bond in the aggregate principal amount not to exceed $80,000, as -2- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA 1683 MICROFILMED BY 'JORM MICROLAB CEDAR RAPIDS•DES 140INES I authorized and permitted by the Act to finance the cost of the Project, and such actions would be taken by the Issuer as may be required pursuant to the provisions of the Act to authorize, issue and sell the Bond in the said amount; and WHEREAS, before the Bond may be issued in an amount not to exceed $95,000, it is necessary to conduct a public hearing on the proposal to issue the Bond in said increased amount, all as required and provided for by Section 919.9 of the Act; NOW, THEREFORE, BE IT RESOLVED by the City Council of the Issuer, as follows: Section 1. This Council shall meet at the Civic Center in Iowa City, Iowa, on the 8th day of December , 1981, at 7:30 o'clock, p m., at which time and place a public hearing shall e e on the proposal to issue the Bond in an amount not to exceed $95,000, at which hearing all local residents who appear shall be given an opportunity to express their views for or against the proposal to issue the Bond. Section 2. The Clerk is hereby directed to give notice of intention to issue the Bond, setting forth the amount and purpose thereof, the time when and place where the hearing will be held, by publication at least once not less than fifteen (15) days prior to the date fixed for the hearing, in the Iowa City Press -Citizen , a newspaper published and having a general circulation within the Issuer. The notice shall be in substantially the following form: -3- BELIN, HARRIS, HEL MICR 8 HC -A RTNEY, LAWYERS, DES MOINES, IOWA // D -J MICROFILMED BY -JORM MICROLAB CEDAR RAPIDS -DES MOINES L", I NOTICE OF INTENTION TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS (Henry Louis Inc. Project) The City Council of the City of Iowa City, Iowa, (the "Issuer") will meet on the 8th day of December, 1981, at the Civic Center, in Iowa City, Iowa, at 7:30 o'clock, p.m., for the purpose of conducting a public hearing on the proposal to issue Industrial Development Revenue Bonds, (Henry Louis Inc. Project) of the Issuer, in an amount not to exceed $95,000 (the "Bond"), and to loan said amount to Henry Louis Inc. (the "Company"), an Iowa corporation, for the purpose of defraying all or a portion of the cost of certain improvements or equipment suitable for the use of its commercial enterprise consisting of a retail facility located within the Urban Renewal Area designated in the Issuer's Urban Renewal Plan, Project No. Iowa R-14. Following a public hearing on May 19, 1981, the City Council determined it to be necessary and advisable to proceed with the issuance and sale of the Bond in an aggregate principal amount not to exceed $80,000, but subsequently has been requested by the Company to increase the maximum amount of the Bond to $95,000. The Bond, if issued, will be a limited obligation and will not constitute a general obligation of the Issuer nor will it be payable in any manner by taxation, but the Bond will be payable solely and only from amounts received by the Issuer under a Loan Agreement between the Issuer and the Company, the obligation of which will be sufficient to pay the principal of and interest and redemption premium, if any, on the Bond as and when the same shall become due. At the time and place fixed for said public hearing all local residents who appear will be given an opportunity to express their views for or against the proposal to issue the Bond, and at the hearing or any adjournment thereof, the Issuer shall adopt a resolution determining whether or not to proceed with the issuance of the Bond. By order of the City Council, this 18th day of November , 1981. city Clerk AWS I MICROFILMED BY 'JORM MICROLAB CEDAR RAPIDS•DES MOINES ..-3 �I 0 L, Section 3. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. r State of Iowa County of Johnson SS: City of Iowa City I, the undersigned, do hereby certify that I am the duly appointed, qualified and acting City Clerk of the aforementioned City, and that as such I have in my possession or have access to the official records of said City and of its officials and that I have compared the transcript hereto attached with the said official.records and that the same constitutes a true and correct and complete copy of such official records showing the action taken by the Council of said City to set a date for a public hearing on the proposal to issue Industrial Development Revenue Bond (Henry Louis Inc. Project) in an increased principal amount of not to exceed $95,000. WITNESS my official signature and the seal of said City this 16th day of November 1981. Q P . City Clerk (Seal) -6- SELIN, HARRIS, HELMICK S. HEARTNEY, LAWYERS, DES MOINES, IOWA Mr - MICROFILMED - MICROFILMED BY 'JORM MICROLAB CEDAR RAPIDS -DES MOINES I 4' a._ City of Iowa Cit MEMORANDUM Date: November 5, 1981 To: City Council p ,I From: Rosemary Vitosh, Director of Finance 1� " Re: Industrial Revenue Bonds (Henry Louis, Inc. Project) On May 19, 1981, Council approved a resolution to proceed with the issuance and sale of Industrial Revenue Bonds for the Henry Louis, Inc. Project in an amount not to exceed $80,000. The bond proceeds will be used to finance the leasehold improvements and equipment purchases for a camera store in the Old Capitol Center. The projects costs have exceeded the original estimate and Henry Louis, Inc. is requesting that the City Council authorize an increase in the amount of bonds to "not to exceed $90,000." A review of the financial analysis done by City staff indicates that the increased amount of debt should cause no financial problems. Iowa State Bank and Trust will be purchasing the bonds and has no objections to increasing the amount. tp4/7 MICROFILMED BY 'JORM MICROLAB CEDAR RAPIDS -DES 1401NES /«3 6' W FlEEr�1116 Iowa City, Iowa, November 16, 1481. The City Council of Iowa City, Iowa, met on the above date in the Civic Center, in Iowa City, Iowa, at 3:00 o'clock P.M., in open special session, pursuant to law and the rules of said Council. The meeting was called to order by John R. Balmer, Mayor, presiding, and on roll call the following Council Members were present: Erdahl, Lynch, Neuhauser, Perret, Roberts, Vevera f i Absent: None -I- MICROFILMED BY JORM MICROLAB CEDAR RAPIDS -DES MOINES _ fm s Matters were discussed relative to the request from Ralston Creek Apartments Ltd., regarding the issuance of not to exceed $2,000,000 in aggregate principal amount of the City's Industrial Development Revenue Bonds (Ralston Creek Apartments Ltd. Project). Following an explanation of the proposed Project by representatives of said Company and a discussion of the proposal, Council Member Roberts introduced the following Resolution in written form and moved its adoption. Council Member Vevera 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: Lynch Neuhauser, Roberts, Vevera, Balmer Erdahl NAYS: Perret The Resolution was thereupon signed by the Mayor and in evidence of his approval, was attested by the City Clerk, and was declared to be effective. The Resolution is as follows: _2_ 14 J/V MICROFILMED BY JORM MICROLAB CEDAR RAPIDS -DES MOINES RESOLUTION NO. 81-295 A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $2,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (RALSTON CREEK APARTMENTS LTD. 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 existing 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 Industrial Development Revenue Ponds, 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 Ralston Creek Apartments Ltd., an Iowa corporation (hereinafter referred to as the "Company"), to authorize and issue its Industrial 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, constructing, improving and equipping a commercial enterprise consisting of a multiple -unit residential apartment facility (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, reha- bilitation 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- /6flel MICROFILMED BY JORM MICROLAB CEDAR RAPIDS -DES 1401NES 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 S2,000,000 in aggregate principal amount of its Industrial Development Revenue Bonds pursuant to the provisions of the Act, and it is proposed that the City loan said amount to Company under a Loan Agreement between the City and Company pursuant to which loan payments will be made by the Company in amounts sufficient to pay the principal of and interest and premium, if any, on said Ponds, as and when the same shall he due; and WHEREAS, the Bonds, if issued, shall be limited obligations of the City, and shall not constitute nor give rise to a pecu- niary liability of the City or a charge against its general 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 the Bonds; and WHEREAS, regulations promulgated under Section 103 of the Internal Revenue Code of 1954, as amended, may require that the Issuer of such Bonds adopt a Resolution with respect to such Bonds or take "some other similar official action" toward the issuance of such Bonds prior to the commencement of construc- tion or acquisition relating to the proposed Project, and it is intended that this Resolution shall constitute "some other similar official action" toward the 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. 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 he conducted on December 8, 1981, at 7:30 o'clock P.M., before this City Council in the Council Chambers at the Civic Center in the City -4- MICROFILMED 4- /G flfl� MICROFILMED BY JORM MICROLAB CEDAR RAPIDS -DES MOINES V,_ j of Iowa City, Iowa, on the proposal to issue not to exceed $21000,000 in aggregate principal amount of the City's Industrial Development Revenue Bonds (Ralston Creek Apartments Ltd. 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- i MICROFILMED BY `.JORM MICROLAB CEDAR RAPIDS•DES MOINES L,.. /6/f - 4. Ir - NOTICE OF PUBLIC HEARING OF INTENTION TO ISSUE INDUSTRIAL DFVRLOPMFNT REVENUE BONDS (RALSTON CREEK APARTMENTS LTD. PROJECT) Notice is hereby given that a public hearing will be conducted before the Council of the City of Iowa City, Iowa, in the Council Chambers at the Civic Center, Iowa City, Iowa, at 7:30 o'clock P.M., on December 81 1981, on the proposal to issue not to exceed $2,000,000 principal amount of the City's Industrial Development Revenue Bonds (Ralston Creek Apartments Ltd. Project) pursuant to the provisions of Chapter 419 of the Code of Iowa, for the purpose of financing all or a portion of the cost of acquiring, constructing, improving and equipping a commercial enterprise consisting of a multiple -unit residential apartment facility to he located within the area of and consistent with the City's Neighborhood Development Plan. The proposed facilities will be owned by Ralston Creek Apartments Ltd., an Iowa corporation (the "Company"). It is contemplated that a Loan Agreement will be entered into between the City and the Company, under which the City would loan to said Company the proceeds from the sale of the Bonds in return for loan payments from the Company sufficient to pay the principal of, interest and premium, if any, on such Bonds as the same shall fall due. Such Bonds, if issued, and the interest thereon will be payable solely out of the revenues derived from the said Loan Agreement and shall never constitute an indebtedness of. said Citv within the meaning of any state constitutional provision or statutory limitation, and shall not constitute nor give rise to a pecu- niary liability of said City or a charge against its general credit or taxing powers. All local residents who appear at said hearing shall be given an opportunity to express their views for or against the propo- sal to issue said Bonds, and at said hearing, or any adjourn- ment thereof, the Council of said City shall adopt a resolution determining whether or not to proceed with the issuance of said Bonds. By Order of the City Council. l a a��O Jya�J Abbie Stolfus, C erk of the City of Iowa City, Iowa -S- MICROFILMED BY 'JORM MICROLAB CEDAR RAPIDS -DES MOINES /t *4 -.7 P --v Section 3. The City recognizes that regulations promulgated under Section 103 of the Internal Revenue Code of 1954, as amended, may require the taking by this City Council of official action or "some other similar official action", if interest on Industrial Development Revenue Bonds issued by the City and used to acquire, construct, improve and equip such project is to be exempt from federal income taxes. In order to preserve such exemption, this Resolution is intended to constitute solely for federal income tax purposes official action or "some other simi- lar official action" with respect to the issuance of such Bonds. Section 4. That in order to assure the acquisition, con- struction, improvement and equipping of the proposed facilities in the City, with the resulting public benefits which will flow from the operation thereof, it is deemed necessary and advisable that the Memorandum of Agreement, in the form attached hereto as Exhibit "A", be approved and that the Mayor of the City be and hereby is authorized and directed to execute said Memorandum of. Agreement and the City Clerk of the City be and hereby is authorized to attest the same and to affix the seal of the City thereto and said Memorandum of Agreement is hereby made a part of this Resolution. Section 5. In order that the Project will not be unduly delayed, Company is hereby authorized to make such commitments, expenditures and advances toward payment of the costs of the i Project as it considers appropriate, subject to reimbursement from the proceeds of the Bonds when and if delivered, but other- i wise without liability on the part of the City. Section 6. That officials of the City are hereby authorized to take such further action as may be necessary to carry out the intent and purpose of the Memorandum of Agreement. Section 7. All Resolutions and Orders or parts thereof, in conflict herewith are, to the extent of such conflict, hereby repealed, and this Resolution shall be in full force and effect immediately upon its adoption. Adopted and approved November 16, 1981. ty Iow—C't , wa (SEAL) =c Att t• �dohn R. Balmer, M yor Abbie Stolfus, Ci y Clerk -7- /4001 MICROFILMED BY JORM MICROLAB CEDAR RAPIDS -DES MOINES y::_ EXHIBIT "A" MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Iowa City, in Johnson County, Iowa, party of the first part (hereinafter referred to as the "City"), and Ralston Creek Apartments Ltd., an Iowa corporation, party of the second part (hereinafter referred to as the "Company"). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) The City is an incorporated municipality of the State of Iowa, authorized and empowered by the provisions of Chapter 419 of the Code of Iowa (the "Act"), to issue Industrial Development Revenue Bonds for the purpose of defraying all or a portion of the cost of acquiring and improving land, buildings and improvements suitable for use of any commercial enterprise which the City Council, as the governing body, finds is con- sistent with an urban renewal plan adopted by the City pursuant to the Act and Chapter 403, Code of Iowa; and (b) The City has adopted the Neighborhood Development Plan and in furtherance of efforts to rehabilitate and redevelop the designated Urban Renewal Area therein, the City proposes to issue its Industrial Development Revenue Ponds (the "Bonds") and to loan to the Company the proceeds from the sale of said Bonds to enable the Company to finance the cost of acquiring, constructing, improving and equipping a commercial enterprise consisting of a multiple -unit residential apartment facility (herein referred to as ,the "Project"); and (c) It is considered essential that acquisition and construction related to the Project commence at the earliest practicable date, and that orders be placed for acquiring the necessary improvements and equipment. However, before com- mencing the Project, the Company desires satisfactory assuran- ces from the City that the proceeds from the sale of the City's Industrial.Development Revenue Ponds, which, when issued, will be used to finance the Project, will be made available in an amount sufficient to finance all or a portion of the cost of the Project. The amount of the Bonds requested to be issued is presently estimated not to exceed $2,000,000. (d) Representatives of the City have indicated the will- ingness of the City to proceed with and effect such financing -1- MICROFILMED BY JORM MICROLAB CEDAR RAPIDS -DES MOINES /G arf as an inducement to the Company to locate the Project in the City and the City has advised the Company that, subject to due compliance with all requirements of law and the obtaining of all necessary consents and approvals and to the happening of all acts, conditions and things required to exist, happen and be performed precedent to and in connection with such financing in due time, form and manner as required by law, the City, by virtue of such statutory authority as may now exist or may hereafter be conferred, will issue and sell its Bonds in an amount sufficient to finance all or a portion of the cost of the Project. (e) The City considers that the undertaking of the Project will promote urban revitalization, rehabilitation and redeve- lopment of the City,'will eliminate blighted areas, and will provide employment opportunities for the inhabitants of the City, enhance the tax base of the City and overlapping taxing jurisdictions, increase the City's commerce and add to the welfare and prosperity of the City and that of its inhabitants. 2. Undertakings on the Part of the City. The,City agrees as follows: (a) That it will authorize, or cause to be authorized, the issuance and sale of an issue of its Bonds to be issued and sold for the purpose of financing the Project, pursuant to the terms of the Act as then in force, in an aggregate principal amount presently estimated not to exceed $2,000,000. (b) That it will cooperate with Company to sell the Bonds upon mutually agreeable terms, and it will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for the autho- rization, issuance and sale of the Bonds and the financing of the Project as aforesaid, and the entering into a Loan Agree - met to the ben authorized by lawyand tmutually tsatisfactory tolthe lCity as sand l the Company. (c) That the aggregate basic payments (i.e. the payments to be used to pay the principal of, premium, if any, and interest on the Bonds) payable under the Loan Agreement shall be such sums as shall be sufficient to pay the principal of, interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to imple- ment the aforesaid undertakings or as it may deem appropriate in pursuance thereof. -2- MICROFILMED BY JORM MICROLAB CEDAR RAPIDS -DES MOINES 3- V_ 3. Undertakinqs on the Part of the Company. The Company covenants and agrees as follows: (a) That it will cooperate with the City to sell the Bonds in an aggregate principal amount as above stated; provided, however, that the terms of the Bonds and of the sale and deli- very thereof shall be mutually satisfactory to the City and the Company. (b) That it has not, prior to the execution of this agree- ment by the City, acquired or commenced construction of the Project, or any part thereof, and has not entered into any contracts or paid or incurred any costs related thereto, which will be paid or reimbursed from the proceeds of the Bonds, when and if issued. The Company does, however, represent that it now intends to enter into a contract or contracts for the acquisition, construction, improvement and equipping of the Project and take, with reasonable diligence, the other necessary steps toward the realization of the Project. (c) That contemporaneously with the sale of the Bonds it will execute a Loan Agreement with the City under the terms of which the Company will obligate itself to pay to the City sums sufficient in the aggregate to pay the principal of, interest and redemption premium, if any, on the Bonds as and +hen the same shall become due and payable, such instrument to contain other provisions required by law and such other provisions as shall be mutually acceptable to the City and the Company. I� (d) That it will take such further action and adopt such further proceedings as may be required to implement its afore- said undertakings or as it may deem appropriate in pursuance thereof. 4. General Provisions. (a) All commitments of the City under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the condition that on or before December 1, 1982 (or such other date as shall be mutually satisfactory and the Company), the City and the Company shall have agreedto mutually acceptable terms for the Bonds and of the sale and delivery thereof, and mutually acceptable terms and conditions of the documents referred to in paragraph 3 and the proceedings referred to in paragraphs 2 and 3 hereof. (b) Whether or not the events set forth in (a) of this paragraph take place within the time set forth or any extension thereof, the Company agrees that it will reimburse the City for -3- MICROFILMED BY JORM MICROLAB CEDAR RAPIDS -DES 1401NES /G 'rf all reasonable and which the City may fees, printing and from the execution necessary direct incur, including publication costs Of this Agreement preparation to perform by the City o under, or done at the request of the out-of-pocket expenses but not limited to, legal and filing fees arising and the performance, or f its obligations here - Company. (c) It is expressly understood by both parties to this Memorandum of Agreement that its execution by the Issuer is intended both as an expression of the Issuer's current inten- tion to proceed with the issuance of the Bonds and to consti- tute "some other similiar official action" for purposes of the Treasury Regulations promulgated under Section 103 of the Internal Revenue Code of 1954, as amended. The execution of this Memorandum of Agreement by the Issuer is not intended to nor does it create a binding commitment of the Issuer to proceed with the issuance of the Bonds. It is further understood that the issuance of the Bonds is subject to further review by the City Council of the Issuer and is conditioned upon, among other things, full compliance of all provisions of the Industrial Revenue Bond Policy And Proceedures For The City Of Iowa City Iowa. (d) All commitments of the City hereof are further subject to the conditions that the City, and its elected and appointed officials, shall in no event incur any liability for any act or omission hereunder, and that the Bonds described herein shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory provision and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. N WITNESS lAgreement by their REOF tpartieshe hentered o theirOfficersthereuntodulyauthorized this Of the 16th day of November, 1981. as City of Iowa City, Iowa (Seal of City) �&��� Attest: �� Uohn R. Aalmer, ayor Abbie Stolfus, C�vrl, rk Ralston Creek Apartments Ltd.. i C. Joseph Rolland41p4,tor -4- 16,f X MICROFILMED BY JORM MICRO_ LAB CEDAR RAPIDS -DES 1401NES .—I CLERK'S CERTIFICATE I, Abbie Stolfus, 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; 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 at a meeting open to the public on November 16, 1981, regarding the issuance of not to exceed $2,000,000 aggregate principal amount of Industrial Development Revenue Bonds (Ralston Creek Apartments Ltd. 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; 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 16th day of November, 1981. (SEAL) Abbie Stolfus, Ci4 Clerk State of Iowa ) SS.. County of Johnson ) Subscribed and sworn to before me this day, the date last above written. I c �[P/lJGM�=rte �C2�E.�iT` tary Public in and for the (SEAL) State of Iowa M: MICROFILMED BY JORM MICROLAB CEDAR RAPIDS -DES 1401NES /t f"41 -