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HomeMy WebLinkAbout1981-423-08.24.1981 RES. NO. 1981-423 RESOLUTION A Resolution authorizing the execution of a Memorandum of Agreement with Iowa Funeral Management, Inc . , an Iowa corporation d/b/a Parrott & Wood Funeral Home WHEREAS, the City of Waterloo, Iowa, in the County of Black Hawk, State of Iowa (the "Issuer" ) is an incorporated municipality authorized and empowered by the provisions of Chapter 419 of the Code of Iowa, 1981, as amended (the "Act" ) to issue revenue bonds or notes for the purpose of financing the cost of acquiring, by construction or purchase, land, buildings, improvements and equipment, or any interest therein, suitable for the use of any commercial enterprise or non- profit organization which this Council finds is consistent with a revitalization plan for a revitalization area which has been designated by the Issuer, pursuant to Chapter 404 of the Code of Iowa, 1981, as amended (the "Revitalization Act" ) ; and WHEREAS, the Issuer has established and designated a certain area within the Issuer as a revitalization area, known as the Waterloo Revitalization Area (the "Revitalization Area" ) , and has adopted a revitalization plan therefore (the "Revitalization Plan" ) pursuant to the provisions of the Revitalization Act; and WHEREAS, the Issuer has been requested by Iowa Funeral Management, Inc . , an Iowa corporation d/b/a Parrott & Wood Funeral Home (the "Company" ) to issue its revenue bonds pursuant to the Act for the purpose of financing the acquisition by construction or purchase of equipment and improvements suitable for use by the Company in the expansion and renovation of Parrott & Wood Funeral Home (the "Project" ) located within the Revitalization Area; and WHEREAS, a Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto has been presented to the Issuer, under the terms of which the Issuer agrees, subject to the provisions of such Agreement, to pursue proceedings necessary under the Act to issue its revenue bonds for such purpose; NOW, THEREFORE, BE IT RESOLVED by the City Council of the Issuer, as follows : Section 1 . It is hereby determined that the Project is located within the Revitalization Area and is consistent with the Revitalization Plan. Section 2 . The Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto be and the same is hereby approved and the Mayor is hereby authorized to execute said Memorandum of Agreement and the Clerk is hereby authorized to attest the same and to affix the seal of the Issuer thereto, said Memorandum of Agreement which constitutes and is hereby made a part of this Resolution to be in substantially the form, text and containing the provisions set forth in Exhibit A attached hereto. -2- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA Section 3 . 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 4. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved this 24 day of August , 1981. _„6:2 , Mayor, Leo P. Roof' Attest: 1 z° / City/Cl- , ar ' . Burger (Seal -3- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, Iowa, (the "Issuer" ) and Iowa Funeral Management, Inc . , an Iowa corporation d/b/a Parrott & Wood Funeral Home (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 Issuer is authorized by Chapter 419 of the Code of Iow. , 1981, as amended (the "Act" ) to issue revenue bonds or notes for the purpose of financing the cost of acquiring, by construction or purchase, land, buildings, improvements and equipment, or any interest therein, suitable for the use of any commercial enterprise or non- profit organization which this Council finds is consistent with the revitalization plan for a revitalization area which has been designated by the Issuer, pursuant to Chapter 404 of the Code of Iowa, 1981 , as amended (the "Revitalization Act" ) . (b) The Issuer has established and designated a certain area within the Issuer as a revitalization area, known as the Waterloo Revitalization Area (the "Revitalization Area" ) , has adopted a revitalization plan therefore (the "Revitalization Plan" ) and has determined that the Project is within the Revitalization Area and is consistent with the Revitalization Plan. ( c) The Company wishes to obtain satisfactory assurance from the Issuer that, subject to the public hearing required by the Act, such bonds will be issued by the Issuer in an aggregate principal amount sufficient to finance the costs of the acquisition by construction or purchase of equipment and improvements suitable for use by the Company in the expansion and renovation of Parrott & Wood Funeral Home (the "Project" ) , presently estimated to be $300, 000. (d) The Issuer considers that the acquisition and construction of the Project and the financing of the same will promote the welfare and prosperity of the Issuer and its citizens and secure the public purposes set forth in the Revitalization Act. 2 . Undertakings on the Part of the Issuer. (a) Subject to due compliance with all requirements of law, including the provisions of and the public hearing required by the Act, it will cooperate with the Company in the issuance and sale of such bonds, in an aggregate principal amount not to exceed $300, 000, and the proceeds from the issuance of such bonds shall be loaned to the Company upon terms sufficient to pay the principal of and interest and redemption premium, if any, on such bonds, as and when the same shall become due . -4- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA 3 . Undertakings on the Part of the Company. (a) It will use all reasonable efforts to cooperate with the Issuer and comply with the Act and all other provisions of law relating to the Project and the issuance and sale of such bonds . (b) It will enter into a Loan Agreement with the Issuer under the terms of which the Company will obligate itself to pay to the Issuer sums sufficient to pay the principal of and interest and redemption premium, if any, on such bonds as and when the same shall become due and payable . (c) It will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at the Company' s request arising from the execution of this Agreement and the- performance by the Issuer of its obligation hereunder, whether or not such bonds are issued. 4. General Provisions. (a) All commitments on the part of the Issuer and the Company herein are subject to the condition that on or before one year from the date hereof (or such other date as shall be mutually agreed to) the Issuer and the Company shall have agreed to mutually acceptable terms relating to the issuance and sale of such bonds . (b) All commitments of the Issuer hereunder are further subject to the conditions that the Issuer shall in no event incur any liability for any act or omission hereunder, and that such bonds described 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 . Dated this 24 day of August , 1981 . City of Waterloo, Iowa By0../9J er Attes z Mayor , Leo P. Roo �, 4 ..rill C -rk arr-_ - ' urger / (Sea ) .; Iowa Funeral Management, Inc . , an Iowa corporation d/b/a Parrott & Wood Funeral Home By -5- BELIN, HARRIS, HELMICK & HEARTNEY, LAWYERS, DES MOINES, IOWA