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HomeMy WebLinkAbout1980-08-06 Resolution0 Councilmember Vevera introduced the following Resolution entitled "RESOLUTION DIRECTING SALE OF $2,570,000 GENERAL OBLIGATION BONDS,1- and moved its adoption. Councilmember Lynch seconded the motion to adopt. The roll was called and the vote was, AYES: Balmer, Erdahl, Lynch, Vevera NAYS: None i Whereupon, the Mayor declared the following Resolution duly adopted: RESOLUTION NO. 80-326 RESOLUTION DIRECTING SALE OF $2,570,000 GENERAL OBLIGATION BONDS WHEREAS, pursuant to notice as required by law, bids have been received at public sale for the bonds described as follows and the best bid received is determined to be the following: 5 n nn TI1s�tY0rLHe PTRAPMAPLIGATION BONDS: i Bidder: and Merrill Lynch White Weld £�R} I�arets 6eoup-and AssacoE Chicago the terms of said bid being: as attached NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA: - 3- AHLERs. GOONEY. DORW EILER, HAYNIE 6 SMITH. LAWYERS, DES MOINES. IOWA MICROFILMED BY JORM MICR+LAB CEDAR RAPIDS • DES MOINES P/93 This being the time and place for the opening of bids for the sale of $2,570,000 General Obligation Bonds, the meeting was thrown open for the receipt of bids for said bonds. The following sealed bids were received and not opened: Name & Address of Bidders: BancNorthwest Continental Illinois National Bank and Trust Company of Chicago and Bache Halsey Stuart Shields, Inc. and Associates The First National Bank of Chicago and Dean Witter Reynolds, Inc. and Associates Harris Trust and Savings Bank and Iowa -Des Moines National Bank and Associates The Northern Trust Company and Merrill Lynch White Weld Capital Markets Group and Goldman, Sachs & Co. and Associates United California Bank and Carleton D. Beh Co., and Associates i Open bids were then called for and the best open bid received was. as follows: NONE j Name & Address of Bidder: Net Interest Rate: Net Interest Cost: Whereupon, the sealed bids were opened and the best sealed bid was as follows: Name & Address of Bidder: The Northern Trust Company and Merrill Lynch White Weld Capital Markets broup and Goldman, -Sachs & Co. and Assocait Net Interest Rate: 6.49361 Net Interest Cost: $1,355,055.50 -2- AHLERS• GOONEY• DORWEILER• HAYNIE & SMITH. LAWYERS. DES MOINES. IOWA MICROFILMED BY JORM MICR+LA9 CEDAR RAPIDS • DES MOINES a OFFICIAL BID FORM City of Iowa City August li, IOSO Civic Center lowu City, Iowa C;cuticuu•u: For $2,570,11011 (:iiy of Iowa City, lu,ea, (;corral Obligation Balms, dt:scribed in tilt' annexed Official Notice of Sade which is expre..sly made it part bereof, wv will pay the par v:nuc thercol' Plug :t Pretniuut of $ ar J10 , plus accrued interest front September I, 1980, to the date of delivery for bonds bearint iulerr.,t us follows (ecmh It multiple of t/ or $1711,000 ......... 1983.6.50_64. 200,000.........19S.1 OOW %, 200,000 ......... IOsai 6.60 ^i h1ATURITIES—June 1 $200,000 ......... i 300,000 ......... 19S76,3o ci _6 -3-0, •_'00,000 ......... s '.t 200,000 ......... I!)S!0 _6.30_-; a OFFICIAL BID FORM City of Iowa City August li, IOSO Civic Center lowu City, Iowa C;cuticuu•u: For $2,570,11011 (:iiy of Iowa City, lu,ea, (;corral Obligation Balms, dt:scribed in tilt' annexed Official Notice of Sade which is expre..sly made it part bereof, wv will pay the par v:nuc thercol' Plug :t Pretniuut of $ ar J10 , plus accrued interest front September I, 1980, to the date of delivery for bonds bearint iulerr.,t us follows (ecmh It multiple of t/ or $1711,000 ......... 1983.6.50_64. 200,000.........19S.1 OOW %, 200,000 ......... IOsai 6.60 ^i h1ATURITIES—June 1 $200,000 ......... i 300,000 ......... 19S76,3o ci _6 -3-0, •_'00,000 ......... IIISS f4 a OFFICIAL BID FORM City of Iowa City August li, IOSO Civic Center lowu City, Iowa C;cuticuu•u: For $2,570,11011 (:iiy of Iowa City, lu,ea, (;corral Obligation Balms, dt:scribed in tilt' annexed Official Notice of Sade which is expre..sly made it part bereof, wv will pay the par v:nuc thercol' Plug :t Pretniuut of $ ar J10 , plus accrued interest front September I, 1980, to the date of delivery for bonds bearint iulerr.,t us follows (ecmh It multiple of t/ or $1711,000 ......... 1983.6.50_64. 200,000.........19S.1 OOW %, 200,000 ......... IOsai 6.60 ^i h1ATURITIES—June 1 $200,000 ......... I:IS(3 6930 ,} 300,000 ......... 19S76,3o ci _6 -3-0, •_'00,000 ......... IIISS f4 200,000 ......... I!)S!0 _6.30_-; $100,000 .........1990 _6.50—%, •100,000 .........1991 —6.60—%, .100,000 ......... 1992 x.60—%, Said bouds are to he executed and delivered to its in accordance with the terms of this bill accompanied by the approving legal opinion of Alders, Cooney, Dorweiler, Haynie & Smith, :Attorneys, Des Moines, Iowa. You are to pay for the legal opinion and for printing the bonds. Unless we notify you to the contrary within 21 hours. CUSIP numbers are to be printed of Lhe bunds al Our expense and we agree to accept t.11e hot(((s :,I delivery w9tl the CUSIP numbers as printed. As evidence of our good faith, we enclose herewith check in the sun of $51,100 in accordance with your Official Notice of Sale. A list of the memhers of our account on whose behalf this bid is made is appended bereto. 1)rncripliun of Check: :luuwnl: $51;110 \alae of If:mk The Northern Trust Company Cit,. Chicago S,uU, Illinois x'icxai 111 emhirr �) Chcek Nn.�C1999.6 7-29-80 Respectfully submitted, Nato. THE NORTHERN TRUST COMPANY :leroard Manager LLIAM K. REEVESf 2nd Vice President Address 50 S. LaSalle Street u:,1 •d City Chicago SL't[o 711 ; ani g NOT A PART OF BID (F,r U.,. By 01y Intro Our calculation of net interest cost front above is: v The uko.-Leek was nnurtil and rcened fur tileuba vr nana•d Aceon� ot Intal Interest ............$_1u�, h87.5_ Mallan'r Less Premium ............$ hx.00 Ity Net. Interest Cost Cost .........S_.,355.055.50 - Net Interest [late ......... _A -h9361—% The foregoing bill wits accepted and bunds sold august G, 19511, and receipt is hereby acknowledged of the good faith check wbicb is being held in accordance with the terms of the Official Notice of Sade. CIv 01' IOWA CITY, IOWA Finance Uircclor TABLE OF BOND YEARS From September 1, 1980 i (For Cornpulation Purposes Only. Nol it Part of (lid.) Due Road Years Due (land Years June I ,Amount Annual Cunmlalive June I Amount Annual Cumulative 1983 .................. $170,000 •167.5 •IG7.5 198S................ $ 200,000 1,550.0 6,217.5 19S•I.................. 200,000 750.0 1217.5 1959................ 200,000 1,750.0 7,907.5 195$1 .................. 200,000 950.0 2,167.5 1990................ •100,000 3,900.0 11,867.5 19811 .................. 200,000 1,150.0 3,317.5 1991................ •100,000 4,300.0 16,167.5 19S7 .................. 200,000 1,350.0 •1,667.5 1092................ •100,000 4,700.0 20,867.5 $2.570.000 20.867.5 i Section 1. That the bid for the bonds as above set out is hereby determined to be the best and most favorable bid received and, said bonds are hereby awarded based on said bid. Section 2. That the statement of information for bond bidders and the form of contract for the sale of said bonds are hereby approved and the Mayor and Clerk are authorized to execute the same on behalf of the City. Section 3. That the notices of the sale of the bonds heretofore given and all acts of the Clerk done in furtherance of the sale of said bonds are hereby ratified and approved. PASSED PASSED AND APPROVED, this Ott day of 1 , 1980. I yor � ATTEST: Clerk -4- AHLERS. COONEY. DORWEILER. HAYNIE S SMITH. LAWYERS. DES MOINES. IOWA MICROFILMED BY JORM MICR+LAB CEDAR RAPIDS • DES MOINES D r"%� CICS -3 1-79 CERTIFICATE STATE. OF IOWA ) COUNTY OF ) SS JOHNSON ) I, the undersigned City Clerk ofIowa Cit Iowa, do hereby certify that attached is a true ana comp e_6 COPY of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and Publicly held 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 asccessible to the public and clearly designated for that purpose at the nrinci.pal 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 Chanter. 2AA, Code of Iowa, 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 and with members of the public present in were named therein I further. certify that the individuals einin were on the date thereof duly and lawfully Possessed of their respective city offices as indicated therein, that no council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, orcanizat.i.on, existence or boundaries of the City or the right: of the individuals named therein as officers to their respective positions. WITNESS my �h�a,�n.d and the seal. of. said Municipality heretoaffix affixed this clay of 19 s0 . C-�-�Q C re k, owa 1 -J Iowa SEA[, 1 All LESS. COONEY, DORWEILER. HAYNIE N SHIT H. LAWYERS. DES MOINES. IOWA MICROFILMED BY JORM MICR+LAB CEDAR RAPIDS • DES MOINES Gentlemen: Bids were received today covering your $2,570,000 City of Iowa City, Iowa, General Obligation Bonds. There were oral 'bids re- ceived. There were sealed bids received. All bids are listed at the bottom of this letter in accordance with the attached signed bids. Upon examination, it is our opinion that the bid of is the best bid re- ceived, and it is further our opinion that it is favorable to the City and should be accepted. We therefore recommend that the bonds be so awarded at par plus a premium of $ plus accrued interest, being at a net interest rate of $. Net Interest Account Managers Rate BancNorthwest............................................ �. Pli. % Continental Illinois National Bank and Trust Company of Chicago and Bache Halsey Stuart Shields, Inc. and Associates CLu apt-) .................................... 15i5 /7k 3 The First National Bank of Chicago and Dean Witter Reynolds, Inc. and Associates.G..... % .................. x..57/77 I Harris Trust and Savings Bank and Iowa -Des Moines National Bank and Associates.C,C°��?........................... The Northern Trust Company and Merrill Lynch White Weld Capital Markets Group and Goldman, Sachs E Co. and Associates .....:.............................. /°s �f United California BanW Carleton D. Beh Co. and Assoc. % .� (ey hwl�zQz� % ............. % ............. % Respectfully submitted, DUFF AND PHELPS, SPEER b CO. PDS:mk ASUBSIDIARYoF Duff and Phelps, Inc. Chairman MICROFILMED BY JORM MICR+LAB CEDAR RAPIDS • DES MOINES I i CDuff and Phelps, Speem CO.MUNICIPAL FINANCE CONSULTANTS SINCE 1954 SUITE 4510.55 EAST MONROE STREET • CHICAGO, ILLINOIS 60603•(312)346-0858 i PAUM SPEER THOMAS E. COUGHLAN cw.ue. ELWOOODDBARCE August 6 7980 9 PAUL D. (POE) SPEER.JR. OGDENSNIFFIN.JR , ARD A. PAVIA - RICHARD A r BRENDAN. WAIDZUUS OONNIE L SE%TON IAWRENCEJ. RIMMER Wrf0.00 Yw.109 mn mrw The Honorable Mayor and City Council Civic Center Iowa City, Iowa 52240 Gentlemen: Bids were received today covering your $2,570,000 City of Iowa City, Iowa, General Obligation Bonds. There were oral 'bids re- ceived. There were sealed bids received. All bids are listed at the bottom of this letter in accordance with the attached signed bids. Upon examination, it is our opinion that the bid of is the best bid re- ceived, and it is further our opinion that it is favorable to the City and should be accepted. We therefore recommend that the bonds be so awarded at par plus a premium of $ plus accrued interest, being at a net interest rate of $. Net Interest Account Managers Rate BancNorthwest............................................ �. Pli. % Continental Illinois National Bank and Trust Company of Chicago and Bache Halsey Stuart Shields, Inc. and Associates CLu apt-) .................................... 15i5 /7k 3 The First National Bank of Chicago and Dean Witter Reynolds, Inc. and Associates.G..... % .................. x..57/77 I Harris Trust and Savings Bank and Iowa -Des Moines National Bank and Associates.C,C°��?........................... The Northern Trust Company and Merrill Lynch White Weld Capital Markets Group and Goldman, Sachs E Co. and Associates .....:.............................. /°s �f United California BanW Carleton D. Beh Co. and Assoc. % .� (ey hwl�zQz� % ............. % ............. % Respectfully submitted, DUFF AND PHELPS, SPEER b CO. PDS:mk ASUBSIDIARYoF Duff and Phelps, Inc. Chairman MICROFILMED BY JORM MICR+LAB CEDAR RAPIDS • DES MOINES I i Paul F. AI,6, lamrs Evero Carnry Philip h Ihvweiler Krnnoh H. Hrynir 11. Richard Smirh lumn L. Knmbrcl, john F. NkKinnry. Ir. 1.. W. RnwbrunL Itiahud G. Sarni EJgar H. Den, Trrry L. %tunwn Lancr A. Cupl.k Eli I. Wine David H. Luginbill UoL W. 4rcrman Edward %V. Rrmaburg Thema. E. Sianhmry Jl�r` 9 1980 Ahlers, Cooney, Dorweiler, Haynie & Smith Lawyers 300 Liberty Building Sixth and Grand Iles Moines, Iowa 50309 (515) 243-7611 July 25, 1980 Ms. Rosemary Vitosh Director of Finance Civic Center 410 E. Washington Street Iowa City, Iowa 52240 Re: $2,570,000 General Obligation Bonds Dear Rosemary: - As you know the sealed bids for the bonds should be received and placed on file unopened, open bids should then be called for and received, if there are any, and the best open bid noted in the minutes. Thereafter the sealed bids are to be opened and the bonds will then be awarded to the lowest bidder. If any questions arise at the time of the sale please do not hesitate to get in touch with me either at the office or at home. The Notice of Bond Sale sets out the restrictions on the type of interest rates which may be bid. Extra copy of this procedure is enclosed to be completed as the original and cer- tified to our office. As soon as possible following the sale please get in touch with me by telephone and advise me of the sale results so that I can immediately prepare the balance of the procedure in order to speed final action and the printing of the bonds. I would suggest that after the bond sale you send a photo- copy of the completed Sale Agreement or a photocopy of the written proposal of the successful bidder to: CUSIP Service Bureau Standard & Poor's Corporation 345 Hudson Street New York, New York 10014 1 Attention: Data Collection Department. MICROFIL14ED BY JORM MICR+LAF3 CEDAR RAPIDS r DES MOINES I Ms. Rosemary Vitosh -2- July 25, 1980 In order that facsimiles of the Clerk's signature may be use$ on the coupons when the bonds are ordered printed, please forOard to us at this time two or three signatures of the Clerk in ink on the form enclosed, not making the signatures too large. If any questions arise please keep me advised. KHH;cd enc. Very truly yours, AHLERS, COONEY,/qDORWEILER, HAYNIE & SMITH By MICRDFILMED DY JORM MIC R�LAB CEDAR RAPIDS • DES MOINES u i i I Ms. Rosemary Vitosh -2- July 25, 1980 In order that facsimiles of the Clerk's signature may be use$ on the coupons when the bonds are ordered printed, please forOard to us at this time two or three signatures of the Clerk in ink on the form enclosed, not making the signatures too large. If any questions arise please keep me advised. KHH;cd enc. Very truly yours, AHLERS, COONEY,/qDORWEILER, HAYNIE & SMITH By MICRDFILMED DY JORM MIC R�LAB CEDAR RAPIDS • DES MOINES u 1 This being the time and place, for the opening of bids for the sale of $2,570,000 General Obligation Bonds, the meeting was thrown open for the receipt of bids for said bonds. The following sealed bids were received and not opened: Name & Address of Bidders: aI , u 5,„f r•,4 Open bids were then called for and the best open bid received was as follows: Name & Address of Bidder: Net Interest Rate: Net Interest Cost: Whereupon, the sealed bids were opened and the best sealed bid was as follows: Name & Address of Bidder: Net Interest Rate: Net Interest Cost: 4 _2_ AHLERS. COONEY, DORWEILER, HAYNIE6 SMITH, LAWYERS, DER MOINES, IOWA MICROFILMED BY JORM MICR+LAB CEDAR RAPIDS • DES MOINES _ introduced the foLlowing Resolution entitled "RESOLUTION DIRECTING SALE OF $2,570,000 GENERAL OBLIGATION BONDS," and moved its adoption. seconded the motion to adopt. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared the following Resolution duly adopted: RESOLUTION DIRECTING SALE OF $2,570,000 GENERAL OBLIGATION BONDS WHEREAS, pursuant to notice as required by law, bids have been received at public sale for the bonds described as follows and the best bid received is determined to be the following: $2,570,000 GENERAL OBLIGATION BONDS: Bidder: of the terms of said bid being: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA: -3- AHLERS, COONEY. DORWEILER. HAYNIE 6 SMITH. LAWYERS, DES MOINES, IOWA MICROFILMED BY JORM MCR7 CEDAR RAPIDS O" MOINES ; I i I I �f Section 1. That the bid for the bonds as above set out is o be rlecetivedEarid, saildtbonds the b(2et and by aMost favorable bidare bid. i Sectin fr bond biddersand the folrm Ofat thLcontractnfor thefsalletofstatemet Of nsaid bonds are herebya Mayor same on and the he and Clerk are authorized to execute the same on behalf of the City. Section 3. That the notices of heretofore given and all acts of the sale of the bonds of the sale of said bonds are herthe Clerk done in furtherance PASSED AND APPROVEDeby ratified and approved. , this 1980. day of ATTEST: Clerk Mayor I 1 1 -9- i I AHLERS. COONEY- DORWEILER. HAYNIE 6 SMITH. LAWYERS. DES MOINES, IOWA MICROFILMED BY JORM MICR+LAB CEDAR RAPIDS • DES MOINES MICROFILMED DY DORM MICR�LAO CEDAR 111115 • DES MOINES d IMPORTANT INFORMATION 1. The attached notice must be 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 body holding the meeting. If no such office exists the notice must be posted at the building in which the meeting is to be held. 2. If you do not now have a bulletin board designated as above mentioned, so designate one and establish a uniform policy of posting your notices of meeting and tentative agenda. 3. Notice and tentative agenda must be posted at least 24 hours prior to the commencement of the meeting. 4. Attach to the notice additional pages showing your additional agenda items. 5. The notice must be signed by the Clerk or Secretary of i the governmental body. MICROFILMED DY DORM MICR�LAO CEDAR 111115 • DES MOINES d 0 !"1 Resolution entitled "R1following ,50,000 GENERAL OBLIGATION BONDS,ESOLUTIONDIRECTING SALEOF$2 " and moved its adoption. roll was called and the votewas, the motion to adopt. The AYES: NAYS: Whereupon, the Mayor declared the following Resolution duly adopted: RESOLUTION DIRECTING SALE OF $2,570,000 GENERAL OBLIGATION BONDS WHEREAS, pursuant to notice as required by law, bids been received at public sale for the bonds described as follows and the best bid have following: received is determined to be the $2,570,000 GENERAL OBLIGATION BONDS: Bidder: of the terms of said bid be'ng; ---------------- NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY IOWA: -3- r AHLER9, GOONEY, DORWEILER• HAYNIEA SMITH, LAWYEP9, DE9 MOINES, IOWA MICROFILMED BY JORM MICR+LAB CEDAR RAPIDS • DES MOINES f OFFICIAL BID FORM City Of louts City Civic Center IOW;( City, Iowa! Gentlealen: August 6, 1080 For $2,570,1X10 City of lullU City, Iowa, General Obligation Bunds, described in the annexed Official Notice of Sale which is expressly made a part hereof, we will pay the par v:doe theteuf plus a premium of interest frail September 1, 1080, to the da,(! u( delivery for bunds bearing interest as follows (ratI�n lti plus of rued $auf Isb). or $170,11110..... ..1983 % 200,000 ......... 1081 . 60 200,000 ......... 1955 6.60 st MATURITIES—June I $200,000......... lost; ,.. 200,000. -6tX m ..1987 200,000 ......... I9Ss o 200,000 ......... I 9S0 _6.30_^j $100,000 .........1990. A-50 100,000 .. ..1991 —1.60--. 100,000 . , .......1992 x.60—% Said bunds are to be executer) and delivered to us in accordance with the terms of this bid accompanied by the approving legal opinion of Ahlers, Conley, Dorweiler, IL•lyuie ,l'• Sulill', Attorneys, Dcs Moines, Iowa. You are to pay for [he legal opinion and for printing the bonds. Unless we notify you to the contrary within 24 Lours, CUSIP numbers are to be printed on the bonds at our expense and we agree to accept the, bunds :It delivery with the CUSIP numbers as printed. As evidence of uur good faith, We unclose herewith check in the still) of $51;100 in accordance with your Official Notice of Sade. A list of the members of our account on whose 6chalf this bid is made is appended hereto. I e,,crilawn of Cheek: amount: $51; IINI Nome of Ihu,k The Northern Trust Company City Chicago 811,14,Illinois x'd (Cuahirr'.v) Check No.—Sf.' 1 9 9 9 6 7-29-80 (Far tate try Oty 0,dfd Thr 31-ve cheek xaa rrtumed lad recrierJ for the n1H,ve ""coed Account \hunger Respectfully submitted, Nalue THE NORTHERN TRUST COMMA y I Account Manager LLLIAM K, REEVESr 2nd Vice President Address 50 S ra4a71n sfrppf City Chic 19D. StatuSla.inois NOT A PART OF DID Our calculation of net interest cost from above is: Total Interest ............ 355.287 50 Less Premium h32.00 Net. Interest Cost .........$1 355,0%.50_ Net Interest Rate .........—6.it9363 % Thr foregoing bid was accepted and bonds sold :August 6, 1950, and reccgrt is hereby acknowledged of the good faith check which is being held in accordance with lite terms of the OOicial Nnlice of Sale. Uri, Or IOWA CITY, IOWA Finance Director TABLE OF BOND YEARS From September 1, 1980 (l'or Computation Purposes Only. Not to Part of Rid) Due flail Yours June I Amnmu Annual nut Cunntlntive Jmle 1 hand Years 1033 .................. $170,000 167.5 Amount Annual cumulative 198.1 .................. 200,000 750.0 .167.5 loss................ $ 200,010 1917.5 1980................ 1,550.0 0,217.5 1955 .................. 200,000 950.0 200,000 2,167.5 1990................ 1,750.0 7,967.5 1986 .................. 200,000 1,150.0 -100,000 3,317.5 1991.....,.......... 3,900,0 67.5 1987 .................. 200,000 1,350.0 100,000 4,067.5 1992 1,300.0 10,807.5 ., .............. 100,000 4,700,0 20,807.5 Average Life; 8.11913 Years $2,570,000 20,807.5 RESOLUTION NO. 80-290 A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $7,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE INTERIM BONDS (TOWERS HOTEL ASSOCIATES PROJECT) AND NOT TO EXCEED $7,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (TOWERS HOTEL ASSOCIATES PROJECT) OF THE CITY OF IOWA CITY, IOWA, 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 Indus- trial Development Revenue Interim Bonds and Industrial Development Revenue Bonds, and loan the proceeds from the sale of said Interim Bonds and 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 use as a commercial enterprise con- sisting of hotel and restaurant facilities which the City finds is consistent with the 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 Towers Hotel Associates, a joint venture (hereinafter referred to as the "Company"), to authorize and issue its Industrial Development Revenue Interim Bonds (the "Interim Bonds") pursuant to the provisions of the Act for the purpose of temporarily financing all or a portion of the cost of the acquisition of land within the City of Iowa City, Iowa and construction and equipping of •3- V: Y /ads buildings and improvements thereon suitable for use as a com- mercial enterprise consisting of hotel and restaurant facili- ties (hereinafter referred to as the "Project"); and WHEREAS, the City has been requested by the Company, to authorize and issue its Industrial Development Revenue Bonds (the "Bonds") pursuant to .the provisions of the Act for the purpose of permanently financing all or a portion of the cost of the acquisition, construction, improving and equipping of the Project located within the City of Iowa City, Iowa; and WHEREAS, said Interim Bonds, when issued, will be issued to temporarily finance the Project in anticipation of the issuance by the City of said Bonds, the proceeds of which, when issued, will be used to permanently finance the Project; and WHEREAS, said Project is located within the area of and is consistent with and authorized by the Project No. Iowa R-14 Urban Renewal Plan, adopted by the City, and will promote urban renewal, rehabilitation and redevelopment of the City, will eliminate blighted areas, and will provide employment oppor- tunities 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 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 -4- A- / 3•?S" ■ , I, necessary expen,es incidental thereto, will re(,µiire the issuance by the City of not to exceed $7,500,000 aggregate principal amount of its Industrial Development Revenue Interim Bonds and not to exceed $7,500,000 aggregate principal amount of its Industrial D=velopment Revenue Bonds pursuant to the provisions of the Act, and it is proposed that the City loan said amount to Company under a Iran 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 Interim Bonds and said Bonds, as and when the same shall be due; and WHEREAS, the Interim Bonds and Bonds, if issued, shall be limited obligations of the City, 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 Interim Bonds and the Bonds shall be payable solely out of the revenues derived from the Project to be financed by the Interim Bonds and the Bonds; and WHEREAS, regulations promulgated under Section 103 of the Internal Revenue Code of 1959, as amended, may ruyuire that Of., Issuer of such Interim Bonds and such Bonds adopt• a Resolution with respect to such Interim Bonds and such Bonds or take "::ome other similar official action" toward the issuance of such Interim Bonds and 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 issuance of the Interim Bonds and 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 Interim Bonds and 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 NOW, THEREFORE, Be It and It Is Hereby Resolved by the City Council of the City of Iowa City, Iowa, as follows: Section 1. The City recognizes that regulations pronul- gated 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 Interim Bonds and 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 similar official action" with respect to the issuance of such Interim Bonds and such Bonds. Section 2. That in order to assure the acquisition, construction, improvement and equipping of these commercial facilities in the City of Iowa City, Iowa, 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 3. 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 Project as it considers appropriate, subject to reimbursement from the proceeds of the Interim Bonds and the Bonds when and if delivered, but otherwise without liability on the part of the City. -7- 13.?S- ;� Section 4. 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 5. 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, July 15,. 1980. Zg Iowa Cit Iowa (SEAL) --c Jamer, M yor Attest: o .' Ab,ic Stolfus, City (� erk CLERK'S CERTIFICATE I, Abhie Stolfus, being first duly sworn do hereby dclx�:;r• 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 diCity ng atia meeting open to the public on July 15, 1980, uance of riot to exceed $7,500,000 aggregate principal amount of Industrial Development Revenue Interim Bonds (Towers Hotel Associates Project) and not to exceed $7,500,000 aggregate principal amount of Industrial Development Revenue Bonds (Towers Hotel Associates Project) of the City of Iowa City, Iowa, 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 dayof July,.. d / JUL (SEAL) Abbie Stol us, Ciy Clerk State of Iowa I SS.. County of Johnson ) Subscribed and sworn to before me this day, the date la:;t above written. - 4t_ary ..Public �inand for the (SEAL) State of Iowa -9- /91P.5" ■.y (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. July 15 , 1980 7:30 P.M. Council Chambers Civic Center Iowa City, Iowa PUBLIC NOTICE IS HEREBY GIVEN that the above-mentioned governmental body will meet at the date, time and place above set qut. The tentative agenda for said meeting is as follows: 1. Resolution Regarding the Issuance of Not To Exceed $7,500,000 Aggregate Principal Amount of Industrial Development Revenue Interim Bonds (Towers Hotel Associates Project) and not to exceed $7,500,000 Aggregate Principal Amount of Industrial Development Revenue Bonds (Towers Hotel Associates Project) of the City of Iowa City, Iowa, and authorizing execution of a Memorandum of Agreement. 2. Such additional matters as are set forth on the additional_ 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. Abbie StOlfUS, LWerK of the. City of Iowa City, Iowa Posted��S���D Removed/G1By 8'Ooi9.1 1p -10- ��.jJ L i_ ■:.. 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 Towers Hotel Associates, 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 Interim Bonds and industrial Development Revenue Bonds for the purpose of defraying all or a portion of the cost of acquiring and improving land, buildings and impro- vements suitable for use of commercial enterprises which the City Council, as the governing body, finds is consistent with the urban renewal plan, adopted by the City, pursuant to the Act and Chapter 403, Code of Iowa; and (b) The City has adopted the Project No. Iowa R-14 Urban Renewal Plan, and in furtherance of efforts to rehabilitate and redevelop the designated Urban Renewal Area, the City proposes to issue its Industrial Development Revenue Interim Bonds ( the "Interim Bonds") and its Industrial Development Revenue Bonds ( the "Bonds") and to loan to the Company the proceeds from the sale of said Interim Bonds and said Bonds to enable the Company to finance the cost of the acquisition of land and construction of structures, buildings and improvements thereon, all to be suitable for use as a commercial enterprise consisting of hotel and restaurant facilities (herein referred to as the "Project"); and (c) It is considered essential that acquisition and reno- vation related to the Project commence at the earliest prac- ticable date, and that orders be placed for acquiring the necessary improvements and equipment. Hnwever, 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 Interim Bonds, which, when issued, will be used to temporarily finance the Project in anticipation of the proceeds from the sale of the City's Industrial D:velopment Revenue Bonds, which, when issued, will -1- permanently 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 Interim Bonds and Bonds requested to be issued is presently estimated not to exceed $7,500,000. (d) Representatives of the City have indicated the will- ingness of the City to proceed with and effect such financing 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 Interim Bonds and its Bonds in an amount sufficient to finance all or a por- tion of the cost of the Project. (e) The City considers that the undertaking of the Project will promote urban renewal, rehabilitation and redevelopment 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 Com. The City agrees as follows: (a) That it will authorize, or cause to be authorized, the issuance and sale of an issue of its Interim Bonds to be issued and sold for the purpose of temporarily financing the Project in anticipation of the issuance and sale of the City's Bonds which, when issued, will be used to permanently finance the Project, pursuant to the terms of the Act as then in force, in an aggregate principal amount presently estimated not to exceed $7,500,000. (b) That it will cooperate with Company to sell the Interim Bonds and 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 authorization, issuance and sale of the Interim Bonds and the Bonds and the financing of the Project as aforesaid, and the entering into a Loan Agreement with the Company with respect to the Project, all as shall he authorized by law and mutually satisfactory to the City and the Company. ( c) That the aggregate basic payments ( i.e. tho payments to be used to pay the principal of and premium, if any, and -2- /3a adq interest on the Interim Bonds and the Bonds) payable under the Loan Agreement shall be such sums as shall be sufficient to pay the principal of and interest and redemption premium, if any, on the Interim Bonds and 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. 3. Undertakings on the Part of the Company. The Company covenants and agrees as follows: (a) That it will cooperate with the City to sell the Interim Bonds and the Bonds in an aggregate principal amount as above stated; provided, however, that the terms of the Interim Bonds and the Bonds and of the sale and delivery thereof shall be mutually satisfactory to the City and the Company. (b) That it has not, prior to the execution of this agree- ment and the taking of "official action" toward the issuance of the Interim Bonds and the Bonds by the City, acquired or com- menced 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 Interim Bonds and 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 Interim Bonds and the sale of the Bonds it will execute a Iran 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 Interim Bonds and the Bonds as and when the same shall become due and payable, such instrument to con- tain other provisions required by law and such other provisions as shall be mutually acceptable to the City and the Company. (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 June 1, 1981 (or such other date as shall be mutually satisfactory to the City and the Company), -3- /3.tS 1 the City and the Company shall have agreed to mutually accep- table terms for the Interim Bonds and the Bonds and of the sale and delivery thereof, and mutually acceptable terms and con- ditions 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 all reasonable and necessary direct out-of-pocket expenses which the City may incur, including but not limited to, legal fees, printing and publication costs and filing fees arising from the execution of this Agreement and the performance, or preparation to perform by the City of its obligations here- under, or done at the request of the Company. (c) 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 Interim Bonds and the Bonds described herein shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory pro- vision and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. IN WITNESS WHEREOF the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 16th day of July , 1980. City of Iowa City, Iowa (Seal of City) z hn Balmer, M yor Attest: a Abbie Stolfus, Ci y Clerk (No Seal) Towers Hotel Associates -4- /3,2 TOWERS HOTEL ASSOCIATES By:.�,C CQ&� Jay . Oehler for Investments Incorporated and for College Towers Limited Partnership By: Ivan immel for Meadow Link Incorporated -5- Iowa City, Iowa, July 15, 1980. The City Council of Iowa City, Iowa, met on the above date in the Council Chambers, Civic Center, in Iowa City, Iowa, at 7:30 o'clock P.A., in open regular session, pursuant to law and tho rules of said Council. The meeting was called to order by John Balmer, Mayor, presiding, and on roll call the following Council Members were present: _.gLl_Mgra Erdahl Neuhauger.-perret, __ltober. Vevera Absent: Lynch Matters were discussed relative to the request from Plaza Retail Associates, a joint venture, regarding the issuance of not to exceed $5,000,000 in aggregate principal amount of the City's Industrial Development Revenue Interim Bonds (Plaza Retail Associates Project) and not to exceed $5,000,000 in aggregate principal amount of the City's Industrial Development Revenue Bonds (Plaza Retail Associates Project). Following an explanation of the proposed Project by representatives of said Company and a discussion of the proposal, Council Member Neuhauser introduced the following Resolution in written form and moved its adoption. Council Member Perret sc:condcrl the motion to adopt. After due consideration of said motion, the roll was called and the Resolution was adopted by the following vote: AYES: Erdahl, Neuhauser, Perret, Vevera. Balmer ABSENT: Lynch NAYS: Roberts 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- kt RESOLUTION NO. 80-291 A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $5,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE INTERIM BONDS (PLAZA RETAIL ASSOCIATES PROJECT) AND NOT TO EXCEED $5,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (PLAZA RETAIL ASSOCIATES PROJECT) OF THE CITY OF IOWA CITY, IOWA, 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 Indus- trial Development Revenue Interim Bonds and Industrial Development Revenue Bonds, and loan the proceeds from the sale of said Interim Bonds and 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 use as commercial enterprises con- sisting of retail and commercial facilities which the City finds is consistent with the 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 Plaza Retail Associates, a joint venture (hereinafter referred to as the "Company"), to authorize and issue its Industrial Development Revenue Interim Bonds (the "Interim Bonds") pursuant to the provisions of the Act for the purpose of temporarily financing all or a portion of the cost of the acquisition of land within the City of Iowa City, Iowa and construction and equipping of -3- 19.26 buildings and improvements thereon suitable for use as commer- cial enterprises consisting of retail and commercial facilities (hereinafter referred to as the "Project"); and WHEREAS, the City has been requested by the. Company, to authorize and issue its Industrial Development Revenue Bonds ( the "Bonds") pursuant to the provisions of the Act for the purpose of permanently financing all or a portion of the cost of the acquisition, construction, improving and equipping of the Project located within the City of Iowa City, Iowa; and WHEREAS, said Interim Bonds, when issued, will be issued to temporarily finance the Project in anticipation of the issuance by the City of said Bonds, the proceeds of which, when issued, will be used to permanently finance the Project; and WHEREAS, said Project is located within the area of and is consistent with and authorized by the Project M. Iowa R-14 Urban Renewal Plan, adopted by the City, and will promote urban renewal, rehabilitation and redevelopment of the City, will eliminate blighted areas, and will provide employment oppor- tunities 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 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 -4- issuance by the City of not to exceed $5,000,000 aggregate principal amount of its Industrial Development Revenue Interim Bonds and not to exceed $5,000,000 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 Interim Bonds and said Bonds, as and when the same shall be due; and WHEREAS, the Interim Bonds and Bonds, if issued, shall be limited obligations of the City, and shall nol•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 Interim Bonds and the Bonds shall be payable solely out of the revenues derived from the project to be financed by the Interim Bonds and 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 Interim Bonds and such Bonds adopt a Resolution with respect to such Interim Bonds and such Bonds or take "some other similar official action" toward the issuance of such Interim Bonds and such Bonds prior to the commencement of -5- /324 construction 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 Interim Bonds and 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 Interim Bonds and said Bonds, and the City I' believes it desirable and in its best interest that said Memorandum of Agreement be executed for and on behalf of the City; and NOW, THEREFORE, Be It and It Is Hereby Resolved by the City Council of the City of Iowa City, Iowa, as follows: Section 1. The City recognizes that regulations promul- gated under Section 103 of the internal Revenue Code of 1959, 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 Interim Bonds and 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 -6- solely for federal income tax purposes official action or "some other similar official action" with respect to the issuance of such Interim Bonds and such Bonds. Section 2. That in order to assure the acquisition, construction, improvement and equipping of these commercial facilities in the City of Iowa City, Iowa, 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 3. 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 Project as it considers appropriate, subject to reimbursement from the proceeds of the Interim Bonds and the Bonds when and if delivered, but otherwise without liability on the part of the City. Section 4. 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 5. 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, July 15 , 1980. of Iowa C'ty, I wa (SEAL) -✓G_ n Balmer Mayor Atte-'t: 4-,__ Abbie Sto fus, City clerk 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 July 15 , 1980, regarding the issuance of not to exceed $5,000,000 aggregate principal amount of Industrial Development Revenue Interim Bonds (Plaza Retail Associates Project) and not to exceed $5,000,000 aggregate principal amount of Industrial Development Revenue Bonds (Plaza Retail Associates Project) of the City of Iowa City, Iowa, and authorizing execution of a Memorandum of Agreement; that said proceedings temain 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 /Gday of July 1980. (SEAL) Abbie Stolfus, C Xy Clerk State of Iowa ) SS.. County of Johnson ) Subscribed and sworn to before me this day, the date last above written. Not ry A;blic in and for the (SEAL) State of Iowa -9- (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. July 15 , 1980 7: 30 P.M. Council Chambers Civic Center Iowa City, Iowa 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 Regarding the Issuance of Not To Exceed $5,000,000 Aggregate Principal Amount of Industrial Development Revenue Interim Bonds (Plaza Retail Associates Project) and not to exceed $5,000,000 Aggregate Principal Amount of Industrial Development Revenue Bonds (Plaza Retail Associates Project) of the City of Iowa City, Iowa, and authorizing execution of a Memorandum of Agreement. 2. Such additional matters as are set forth on the additional page(s) attached hereto ( attach copy of Ada). 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. *1l A bie Stoltus, Cietk of the City of Iowa City, Iowa Posted 4W Removedp/'re d';nC-19.11 £� —10— 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 Plaza Retail Associates, 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 Interim Bonds and Industrial Development Revenue Bonds for the purpose of defraying all or a portion of the cost of acquiring and improving land, buildings and impro- vements suitable for use of commercial enterprises which the City Council, as the governing body, finds is consistent with the urban renewal plan, adopted by the City, pursuant to the Act and Chapter 403, Code of Iowa; and (b) The City has adopted the Project No. Iowa R-14 Urban Renewal Plan, and in furtherance of efforts to rehabilitate and redevelop the designated Urban Renewal Area, the City proposes to issue its Industrial Development Revenue Interim Bonds (the "Interim Bonds") and its Industrial Development Revenue Bonds ( the "Bonds") and to loan to the Company the proceeds from the sale of said Interim Bonds and said Bonds to enable the Company to finance the cost of the acquisition of land and construction of structures, buildings and improvements thereon, all to be suitable for use as commercial enterprises consisting of retail and commercial facilities (herein referred to as the "Project"); and (c) It is considered essential that acquisition and reno- vation related to the Project commence at the earliest prac- ticable 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 Interim Bonds, which, when issued, will be used to temporarily finance the Project in anticipation of the proceeds from the sale of the City's Industrial Development Revenue Bonds, which, when issued, will -1- permanently 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 Interim Bonds and Bonds requested to be issued is presently estimated not to exceed $5,000,000. (d) Representatives of the City have indicated the will— ingness of the City to proceed with and effect such financing 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 Interim Bonds and its Bonds in an amount sufficient to finance all or a por— tion of the cost of the Project. (e) The City considers that the undertaking of the Project will promote urban renewal, rehabilitation and redevelopment 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 Interim Bonds to be issued and sold for the purpose of temporarily financing the Project in anticipation of the issuance and sale of the City's Bonds which, when issued, will be used to permanently finance the Project, pursuant to the terms of the Act as then in force, in an aggregate principal amount presently estimated not to exceed $5,000,000. (b) That it will cooperate with Company to sell the Interim Bonds and 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 authorization, issuance and sale of the Interim Bonds and the Bonds and the financing of the Project as aforesaid, and the entering into a Loan Agreement with the Company with respect to the Project, all as shall be authorized by law and mutually satisfactory to the City and the Company. (c) That the aggregate basic payments (i.e. the payments to be used to pay the principal of and premium, if any, and -2- 14324 interest on the Interim Bonds and the Bonds) payable under the Loan Agreement shall be such sums as shall be sufficient to pay the principal of and interest and redemption premium, if any, on the Interim Bonds and 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 toimple- ment the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Company. The Company covenants and agrees as follows: (a) That it will cooperate with the City to sell the Interim Bonds and the Bonds in an aggregate principal amount as above stated; provided, however, that the terms of the Interim Bonds and the Bonds and of the sale and delivery thereof shall be mutually satisfactory to the City and the Company. (b) That it has not, prior to the execution of this agree- ment and the taking of "official action" toward the issuance of the Interim Bonds and the Bonds by the City, acquired or com- menced 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 Interim Bonds and 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 Interim Bonds and the sale of the Bonds it will execute a Iran 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 Interim Bonds and the Bonds as and when the same shall become due and payable, such instrument to con- tain other provisions required by law and such other provisions as shall be mutually acceptable to the City and the Company. (d) That it will take such further action and adopt such further proceedings as may be required to implement its afore- said undertaking's 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 June 1, 1981 (or such other date as shall be mutually satisfactory to the City and the Company), -3 the City and the Company shall have agreed to mutually accep- table terms for the Interim Bonds and the Bonds and of the sale and delivery thereof, and mutually acceptable terms and con- ditions 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 all reasonable and necessary direct out-of-pocket expenses which the City may incur, including but not limited to, legal fees, printing and publication costs and filing fees arising from the execution of this Agreement and the performance, or preparation to perform by the City of its obligations here- under, or done at the request of the Company. (c) 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 Interim Bonds and the Bonds described herein shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory pro- vision and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. IN WITNESS WHEREOF the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 16th day of July , 1980- City of Iowa City, Iowa (Seal of City) Jo n Balmer, Mayor Attest:� Abbie Stolfus, City Slerk Plaza Retail Associates (No Seal) , r -4- /9_?(V PLAZA RETAIL ASSOCIATES By. W- ilf�da�H�ronymus for Hi�fon, Inc. and for Old Capitol Business Center Company By. Jay filer for City Plaza Limited Partnership By: inm-- Ivan Himmel for Meadow Link Incorporated -5- 1g,07G