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HomeMy WebLinkAbout1989-635-11.20.1989 RESOLUTION NO. 1989-635 RESOLUTION AUTHORIZING THE ASSUMPTION BY STETSON BUILDING PRODUCTS, INC. OF CERTAIN OBLIGATIONS AND LIABILITIES OF FAHR BEVERAGE, INC. UNDER THE INDUSTRIAL REVENUE BOND, SERIES 1981-B (FAHR BEVERAGE, INC. PROJECT) DATED JULY 1, 1981, AND ISSUED BY THE CITY OF WATERLOO, IOWA, IN THE INITIAL PRINCIPAL AMOUNT OF $400, 000.00 WHEREAS, the City of Waterloo, Iowa ( the "Issuer" ) , issued its Industrial Revenue Bond, Series 1981-B (Fahr Beverage, Inc . Project) , dated July 1, 1981, in the initial principal amount of $400, 000 .00 (the "Bond" ) , for the purpose of financing all or a portion of the cost of the acquisition of land, buildings, improvements and equipment (the "Project" ) for the use of Fahr Beverage, Inc . ( "Fahr" ) ; and WHEREAS, Fahr desires to sell the real estate and buildings constituting the Project to Stetson Building Products, Inc . , an Iowa corporation ( "Stetson" ) ; and WHEREAS, to consummate the proposed sale, Stetson, Fahr and The National Bank of Waterloo ( "The Bank" ) , the original purchaser and present owner of the outstanding principal amount of the Bond, have entered into an Assumption Agreement (the "Assumption Agreement" ) whereby Stetson assumes certain obligations in connection with payment of principal and interest on the Bond and have requested that the City approve and consent to said Assumption Agreement; and WHEREAS, it appears that the Assumption Agreement, which is now before each of the council members of the City Council is in an appropriate form and is an appropriate instrument for the purposes intended . NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Waterloo, Iowa, as follows : Section 1 . The Issuer hereby approves and consents to the sale by Fahr to Stetson of the real estate, buildings and improvements constituting at least part of the Project and hereby further consents to the execution and delivery of the Assumption Agreement . Section 2. That the form and content of the Assumption Agreement is hereby in all respects authorized, approved and confirmed, and the Mayor and the City Clerk are hereby authorized , empowered and directed to execute, attest, seal and deliver the Consent to the Assumption Agreement for and on behalf of the - 1 - Issuer, including necessary counterparts, in substantially the form and content now before this meeting, but with such changes, additions , modifications and deletions therein as shall to them seem necessary, desirable or appropriate , their execution thereof to constitute conclusive evidence of their approval of any and of all changes, modifications, additions or deletions therein from the form and content of the Assumption Agreement now before this meeting. Section 3. That the Mayor and the City Clerk be and they are hereby authorized to execute and deliver for and on behalf of the Issuer any and all additional certificates, documents, opinions or other papers and perform all other acts as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 4 . That the provisions of this Resolution are hereby to be separable and, if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 5. All resolutions and orders or parts thereof in conflict therewith 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 20, 1989. CITY OF WATERLOO, IOWA BY v .,.n_ ..4 Yl '4 Bernard L. McKinley, Mayo ATTES c. Larry P urger, ty Clerk - 2 - CLERK' S CERTIFICATE I, Larry P. Burger, being first duly sworn, do hereby depose and certify that I am the duly appointed, qualified, and acting City Clerk of the City of Waterloo, 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 20, 1989 , approving the assumption by Stetson Building Products, Inc . of certain obligations and liabilities of Fahr Beverage, Inc . under the Industrial Revenue Bond, Series 1981-B (Fahr Beverage, Inc . Project) , dated July 1, 1981, issued in the initial principal amount of $400, 000 .00, by the City of Waterloo, Iowa ; 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 service 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 corporation seal of said City hereto affixed this 22nd day of November, 1989. L ry P. 'Burger, ' y Clerk (Seal ) STATE OF IOWA • : SS COUNTY OF BLACK HAWK : Subscribed and sworn to before me this day, the date last above written. Notary ublic in and for the State of Iowa (Seal ) - 3 -