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HomeMy WebLinkAbout1986-11-10 Resolution'r Iowa City, Iowa, November 10, 1986.. The City Council of Iowa City, Iowa, met on the above date in the Council Chambers, Civic Center in Iowa City, Iowa, at 8:00 A.M., in open special session, pursuant to law and the rules of said City Council. The meeting was called to order by William J. Ambrisco, Mayor, presiding, and on roll call the following members of the City Council were present: Ambrisco -Couriney ' ' ' . bk:Donald 'Strait Zuber Absent: Baker' Dickson 0 Matters were discussed relative to the request from Mid -City Hotel Associates -Iowa City regarding the issuance of not to exceed $8,500,000 in aggregate principal amount of the City's Commercial Development Revenue Refunding Bonds (Mid -City Hotel Associates -Iowa City Project) Series 1986. Following an explanation of the proposed Project by representatives of said Company and a discussion of the proposal, Council Member Zuber introduced the following Resolution in written form and moved its adoption. Council Member McDonald 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: McDonald, StTait.:,_Zuber,Ambris Q ABSTAINING: Courtney ABSENT: Baker. Dickson i i NAYS: None. The Resolution was thereupon signed by the Mayor and in evidence of approval was attested by the City Clerk and declared to be effective. The Resolution is as follows: -2- 1Szq t7 RESOLUTION NO. 86-332 A RESOLUTION REGARDING THE ISSUANCE OF NOT TO EXCEED $8,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS (MID -CITY HOTEL ASSOCIATES -IOWA CITY PROJECT) SERIES 1986, OF THE CITY OF IOWA CI'rY, 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 (the "Issuer") 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 (the "Act"), to issue Commercial Development Revenue Refunding Bonds and loan the proceeds from the sale of said Bonds to one or more parties to be used to refund the outstanding principal amount of any series of bonds issued by the Issuer under the Act, to pay the accrued interest due thereon and to pay any commissions, premiums or other expenses to be paid in connection with such refunding for the purpose of providing financial savings to the party responsible for repaying the loan of the proceeds of said bonds; and WHEREAS, the Issuer has been requested by Mid -City Hotel Associates -Iowa City, a sole proprietorship (the "Borrower"), to authorize and issue its Commercial Development Revenue Refunding Bonds pursuant to the provisions of the Act for the purpose of defraying all or a portion of the cost of refunding the outstanding principal amount of and interest due on the Issuer's Lender -Assisted Commercial Development Revenue Bonds (Mid -City Hotel Associates -Iowa City Project) Series 1983 issued on December 27, 1983 in the aggregate principal amount of $8,105,000, and paying certain commissions, premiums and expenses incidental thereto (hereinafter referred to as the "Project"); and WHEREAS, the Issuer has determined that substantial public benefits, including significant financial savings to the Borrower, will result from the financing proposed by the Borrower; and WHEREAS the Issuer has determined that the amount necessary to defray all or a portion of the cost of the Project, including necessary expenses incidental thereto, will require the issuance by the Issuer of not to exceed $0,500,000 aggregate principal amount of its Commercial Development Revenue Refunding Bonds pursuant to the provisions of the Act, and it is proposed that the Issuer loan said amount to the Borrower under a Loan Agreement between the Issuer and Borrower pursuant to which loan payments will be made by the Borrower in amounts Wi sufficient to pay the principal of, interest and premium, if any, on said Bonds, as and when the same shall be due; and WHEREAS, the Bonds, if issued, shall be limited obligations of the Issuer, and shall not constitute nor rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers, and the principal of, interest and premium, if any, on the Bonds shall be payable solely out of the revenues derived from Project to be financed by the Bonds; and give the WHEREAS, there has been presented to the City Council (the "Governing Body") a Memorandum of Agreement, attached hereto as Exhibit "A" which sets Eocth certain mutual undertakings and agreements between the Issuer and the Borrower, relating to the further processing and issuance of said Bonds, and the Issuer believes it desirable and in its best interest that said Memorandum of Agreement be executed for and on behalf of the Issuer; and WHEREAS, before the Bonds may be issued, it to conduct a public hearing on the proposal to Bonds, all as required and provided by Section Act and Section 147(f) of the Code. is necessary issue the 419.9 of the NOW, THEREFORE, Be It and It Is Hereby Resolved by the Governing Body of the Issuer as follows: Section 1. A public hearing shall be conducted on November 25, 1986, at 12:00 Noon, before this Governing Body in the Council Chambers at the Civic Center on the proposal to issue not to exceed $8,500,000 aggregate principal amount of the Issuer's Commercial Development Revenue Refunding Bonds (Mid -City Hotel Associates -Iowa City Project) Series 1986, pursuant to the provisions of the Act, for the purpose of defraying all or a portion of the cost of the Project 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 this Governing Body shall adopt a Resolution determining whether or not to proceed with the issuance of said Bonds and, if the Borrower and the Issuer have reached mutually acceptable terms regarding the Bonds and the loan from the sale thereof, shall also adopt a Resolution authorizing the issuance, sale and delivery of the Bonds. Section 2. The City Clerk of the Issuer 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 Issuer, a Notice of Intention to issue said Bond in substantially the following form: "r NOTICE OF PUBLIC HEARING ON I14TENTION ISSUETO COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS (MID -CITY HOTEL ASSOCIATES -IOWA CITY PROJECT) Notice is hereby given that a public hearing will be conducted before the City Council of the City of Iowa City, Iowa (the "Issuer"), in the Council Chambers at the Civic Center, 410 E. Washington Street, in said City at 12;00 Noon, on November 25, 1986, on the proposal to issue not to exceed $8,500,000 principal amount of the City's Commercial Development Revenue Refunding Bonds (Mid -City Hotel Associates -Iowa City Project) Series 1986, pursuant provisions of Chapter 419 of thto the e Code of Iowa, for the purpose of defraying all or a portion of the cost of refunding the outstanding principal amount of and interest due on the Issuer's Lender -Assisted Commercial Development Revenue Bonds (Mid -City Hotel Associates -Iowa City Project) Series 1983 issued on December 27, 1983 in the aggregate principal amount of $8,105,000, and paying certain commissions, premiums and expenses incidental thereto. The Series 1983 Bonds were issued to finance the construction of a multi -story hotel owned by Mid -City Hotel Associates -Iowa City, a sole proprietorship (the "Borrower") and located at 210 S. Dubuque Street, Iowa City, Iowa. It is contemplated that a Loan Agreement will be entered into between the Issuer and the Borrower, under which the Issuer would loan to said Borrower the proceeds from the sale of the Bonds in return for loan payments from the Borrower 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 Loan Agreement and shall never constitute an indebtedness of the Issuer within the meaning of any state constitutional provision or statutory limitation, and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. All local residents who appear at the hearing shall be given an opportunity to express their views for or against the proposal to issue the Bonds, and at the hearing, or any adjournment thereof, the City Council of the Issuer shall adopt a resolution determining whether or not to proceed with the issuance of the Bonds. By Order of the City Council. narran arr, ity er o th e City of Iowa City, Iowa -5- 182R Section 3. That in order to assure the issuance of the Bonds by the Issuer 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 Issuer be and hereby is authorized and directed to execute said Memorandum of Agreement and the City Clerk of the Issuer be and hereby is authorized to attest the same and to affix the seal of the Issuer thereto and said Memo- randum of Agreement is hereby made a part of this Resolution. Section 4. That the Issuer hereby expresses its current intention to issue the Bonds and loan the proceeds from the sale thereof to the Borrower for the purpose of financing the costs of the Project, all upon the Issuer and the Borrower reaching mutually acceptable terms and conditions regarding the Bonds and the loan from the sale thereof to the Borrower. Section 5. In order that the issuance of the Bonds by the Issuer will not be unduly delayed, Borrower is hereby authorized to make such commitments, expenditures and advances toward the Project as it considers appropriate, subject to reimbursement from the proceeds of the Bonds when and if delivered, but otherwise without liability on the part of the Issuer. Section 6. That officials of the Issuer 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 pproved November 10, 1986. i City of Iowa City, Iowa (Seal), Q W 1 am J,r sco, Mayor Attest:' f t�c1 -A Marren arr, ity eI- -6- 18209 CLERK'S CER'rIFICA'PF. I, Marian K. Karr, being first duly sworn do hereby depose and certify that I am the duly appointed, qualified, and acting City Clerk of the City of Ioda City, 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 City 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 10, 1986, regarding the issuance of not to exceed $8,500,000 aggregate principal amount of Commercial Development Revenue Refunding Bonds (Mid -City Hotel Associates -Iowa City Project) Series 1986, of the City of Iowa City, Iowa, directing publication of a notice of intention to issue, scheduling a public hearing on the proposal to issue the 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 City Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the City Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the City Council and the provisions of Chapter 21, Iowa Code, and upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law. Witness my hand and the Corporate Seal of said City hereto affixed this 10th day of November, 1986. r (Seal)'' Ma ian K. Karr, City Clerk State :of Iowa ) SS: County of Johnson ) Subscribed and sworn to before me this day, the date last above written. .I Seal) Notary Public J , Mr (This Notice to be Posted) NOTICE AND CALL OF MEETING Governmental Body: The City Council of Iowa City, Iowa Date of Meeting: November 10, 1986 Time of Meeting: 8:00 A.M. Place of Meeting: 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 $8,500,000 Aggregate Principal Amount of Commercial Development Revenue Refunding Bonds (Mid -City Hotel Associates -Iowa City Project) Series 1986, of the City of Iowa City, Iowa, Directing Publication of a Notice of Intention to Issue, Calling a Public -Hearing on the Proposal to Issue said Bonds and Authorizing Execution of a Memorandum of Agreement. 2. Such additional matters as are set forth on the additional 1 page(s) attached hereto (attach copy of agenda). This notice is given at the direction of the Mayor, pursuant to Chapter 21, Iowa Code, as amended, and the local rules of said governmental body. all Margan K. Karr, City clerk �f the City of Iowa City, Iowa all EXHIHI•r "A" MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Iowa City, Iowa, party of the first part (the "Issuer"), and Mid -City Hotel Associates -Iowa City, a sole proprietorship, party of the second part (the "Borrower"). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) The Issuer is an municipal corporation of the State of Iowa, authorized and empowered by the provisions of Chapter 419 of the Code of Iowa (the "Act"), to issue Commercial Development Revenue Refunding Bonds for the purpose of defraying all or a portion of the cost of refunding the outstanding principal amount of any series of bonds issued by the Issuer under the Act, to pay accrued interest due thereon and to pay any commissions, premiums or expenses to be paid in connection with such refunding for the purpose of providing financial savings to the party responsible for repaying the loan of the proceeds of said bonds; and (b) In order to provide. significant financial savings to. the Borrower, the Issuer proposes to issue its Commercial Development Revenue Refunding Bonds (the "Bonds" to the Borrower the proceeds from the sale of the Bondsotooan enable the Borrower to finance the cost of refunding the outstanding principal amount of and interest due on the Issuer's Lender -Assisted Commercial Development Revenue Bonds (Mid -City Hotel Associates -Iowa City Project) Series 1983 issued on December 27, 1983 in the aggregate principal amount of $8,105,000, and paying certain commissions, premiums and expenses incidental thereto (the "Project"), and i (c) commence It is considered essential that work relating to o befretcommencingtheProject athe esthaBorrower desires the sale of rethe date.However, satisfactory assurances from the Issuer that the proceeds from the Bonds of the Issuer will be made available in an amount sufficient to finance all or a portion of the cost of the Project, which cost is presently estimated not to exceed $8,5b0,000, (d) Representatives of the Issuer have indicated the willingness of the Issuer to financing and the Issuer has advised theroceed hBorrowerect that,�csubject 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 Issuer, 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. 2. Undertakings on the Part of the Issuer. The Issuer agrees as follows: (a) That it will authorize, or cause to be authorized, the iii issuance and sale of an issue of its Bonds, pursuant to the terms of the Act as then in force, in an aggregate principal amount sufficient to finance all or a portion of the cost of the Project, which cost is presently estimated not to exceed $8,500,000. (b) That it will cooperate with Borrower 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 authorization, issuance and sale of the Bonds and the financing of the Project as aforesaid, and the entering into a Loan Agreement with the Borrower with respect to the Project, all as shall be authorized by law and mutually satisfactory to the Issuer and the Borrower. (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 implement the aforesaid undertakings or as it may deem appro- priate in pursuance thereof. 3. Undertakings on the Part of the Borrower. The Borrower covenants and agrees as follows: (a) That it will cooperate with the Issuer 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 delivery thereof shall be mutually satisfactory to the Issuer and the Borrower. -2- loll. W That contemporaneously with the sale of the Bonds it will execute a Loan Agreement with the Issuer under the terms of which the Borrower will obligate itself to pay to the Issuer sums sufficient in the aggregate to pay the principal of, interest and redemption premium, if any, on the Bonds as and when 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 Issuer and the Borrower. (c) That it will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. 4. General Provisions. (a) All commitments of the Issuer under paragraph 2 hereof and of the Borrower under paragraph 3 hereof are subject to the condition that on or before December 31, 1986 (or such other date as shall be mutually satisfactory to the Issuer and the Borrower), the Issuer and the Borrower shall have agreed to mutually acceptable terms for the Bonds and of the sale and delivery thereof, and mutually acceptable terms and conditions of the documents referred to in paragraph 3 and the proceedings referred to in paragraphs 2 and 3 hereof. this paragraphWtake er or n place within the ot the ntime ts eset oforth rth noraany fextension thereof, the Borrower agrees that it will reimburse the Issuer for l -ocket expenses which the eIssuer lmay nincur, including cbut unot flimited 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 Issuer of its obligations here- under, or done at the request of the Borrower. (c) All commitments of the Issuer hereof are further subject to the conditions that the Issuer, and its elected and appointed officials, shall in no event incur any liability for any act or omission hereunder, and that the Bonds described i herein shall not constitute an indebtedness of the Issuer within the meaning of any constitutional or statutory provision and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. (d) It is expressly understood by both parties to this Memorandum of Agreement that its execution by the Issuer is intended as an expression of the Issuer's current intention to proceed with the issuance of the Bonds. 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 are 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 Procedures for the City of Iowa City, Iowa (d) Preparation of all resolutions, agreements, instruments, certificates or other documents in final form for adoption and execution shall be the sole responsibility of Bond Counsel. IN WITNESS WHEREOF the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 10th day of November, 1986. City of Iowa City, Iowa '(Seal of, City) oatl� i William J. Am i co, Mayor Attest:,', j i Marian' K. Karr, city clerK Mid -City Hotel Associates -Iowa City f i Harry A. Johnson, Jr. i i i this nor does citncreate agbinding commitmentuof thereement bthe Isser isnIssueretoed to Proceed with the issuance of the Bonds. understood that the it is further issuance of the Bonds are 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 Raw&..,,. o__. (d) Preparation of all resolutions, agreements, instruments, certificates or other documents in final form for adoption and execution shall be the sole Counsel. responsibility of Bond IN WITNESS WHEREOF the parties hereto have entered into 'this Agreement by their officers thereunto duly authorized as Of the •1_0th. day of November, 1986. �^ ,..••"••.. City of Iowa City, Iowa am CO AS 9C. Marron arr, ty or Mid -City Hotel Associates -Iowa City arry o neon�r� � 12201 M CITY OF IOWA CITY CMC CENTER 410 E. WASHNGTON Si. IOWA CITY, IOWA 52240 (319) 356-5000 TO: BILL AMBRISCO, LARRY BAKER, DARREL COURTNEY, KATE DICKSON, JOHN MCDONALD, GEORGE STRAIT, ERNEST ZUBER. You and each of you are hereby notified that pursuant to the authority i vested in the Mayor of the City of Iowa City, Iowa, or under State Law and the Ordinances of the City of Iowa City, Iowa, as Mayor I hereby call a special meeting on, 19 86 l atg:00 o'clock M. to ab a el in t e r"'�, ;l Chambers the Civic Center of Iowa City, Iowa. The meeting.is called for the purpose of scheduling public hearing for 11/25; authorizing publication of notice; preliminary approval to issuance OT bunds, ang authorizing execution of memorandum of agreement re Mid -City Hotel Assoc. Dated at Iowa City, Iowa this 7th day of Nnvamhpr 1986 . r /"'oj 4MAR w ATTEST: 44"-a-624. ne J CITY CLERK 11201