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HomeMy WebLinkAbout27277 Waterloo, Iowa October 6, 1980 The City Council of the City of Waterloo, Iowa met in Regular session at 7 o 'clock P.M. at their regular meeting place in said City. The meeting was called to order and there were present Leo P. Rooff, Mayor, in the chair, and the following named Councilmen: Wilharm, Roehr, Penaluna, Getty, Dowie , Burton, Bowers • Absent: NONE * * * * * * * * Councilman Getty introduced and caused to be read Resolu- tion No. 27277 entitled, "A Resolution Authorizing the Execution of a Memorandum of Agreement by and between the City of Waterloo, Iowa and Klawitter Distributing Co. and Fahr Beverage, Inc. , regarding the issuance of Industrial Development Revenue Bonds", and moved its adoption; seconded by Councilman Dowie . After due consideration of said resolution by the City Council , the Mayor put the question on the motion and upon the roll being called the following named Councilmen voted: Aye: Wilharm, Roehr, Penaluna, Getty, Dowie , Burton, Bowers Nay: NONE Whereupon, the Mayor declared said resolution duly adopted and signed his approval thereto. * * * * * * * * Upon motion and vote the meeting adjourned. —P-'67-Cr" Mayor Attest: �� Clerk 11 RESOLUTION NO. 27277 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY OF WATERLOO, IOWA AND KLAWITTER DISTRIBUTING CO. AND FAHR BEVERAGE, INC. , REGARDING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS * * * * * * * * * * * WHEREAS, the 'City of Waterloo, Iowa (the "City") a municipality of the State of Iowa, is authorized by the laws of the State of Iowa, and specifically Chapter 419, Code of Iowa, 1979, as supplemented and amended (the "Act") , to acquire, improve and equip all or any part of, or any in- terest in, land, buildings or improvements suitable for the use of any com- mercial enterprise engaged in storing, warehousing and distributing products of industry; and WHEREAS, under the Act, the City is authorized to issue its revenue bonds for the purpose of financing the costs of any such project; and WHEREAS, so as to accomplish the purposes of the Act, the City pro- poses to issue one or more issues of Industrial Development Revenue Bonds pursuant to the provisions of the Act as then in effect to finance the costs of acquiring, improving and equipping certain real estate, buildings and fix- tures for use as a storage, warehousing and distributing facility for pro- ducts of industry (hereinafter referred to collectively as the "Industrial Facilities") by the Corporations, Klawitter Distributing Co. and Fahr Beverage, Inc. , (the "Corporations"), Iowa corporations , located in the City; and WHEREAS, the location of the Industrial Facilities within the City will improve the general welfare of the inhabitants of the City; and WHEREAS, Klawitter Distributing Co. is going to construct the Indus- trial Facilities for the purpose of conducting a like-kind exchange under -1- Section 1031 with Fahr Beverage, Inc. of property owned by it, also located in the City; and WHEREAS, it is deemed necessary and advisable, to promote the general welfare of the inhabitants of the City, increase employment, add to the pro- perty tax base of the City, that the Industrial Development Facilities be undertaken at the earliest practicable date, and the Corporations have re- quested satisfactory assurances from the City that the proceeds of the sale or one or more issues of Industrial Facility Revenue Bonds of the City in an aggregate amount sufficient to finance the Industrial Facilities , currently estimated not be exceed $1 ,200,000, will be made available; and WHEREAS, the City deems it necessary and advisable that it take such actions as may be required under the Act as then in effect to authorize and issue one or more issues of Industrial Development Revenue Bonds to fin- ance the cost of the Industrial Facilities; and WHEREAS, a form of agreement, designated as a "Memorandum of Agree- ment", has been prepared under which the Corporations have stated their willingness to arrange for the acquisition, improvement and equipping of the Industrial Facilities and to enter into contracts therefor and, at the time of delivery of the bonds, to convey, grant or lease the Industrial Facilities and assign such contracts to the City, or agree to complete the acquisition, improvement and equipping of the Industrial Facilities, and to enter into a lease of the Industrial Facilities from the City, or a con- tract to purchase the Industrial Facilities from the City, or a loan agreement with the City with respect to the Industrial Facilities, or any combination of the foregoing, under which the Corporations will be obligated to make periodic payments sufficient to pay the principal of and interest and redemption -2- premium, if any, on the bonds as and when the same shall become due and payable, and if necessary to vest title to the Industrial Facilities in the Corporations, the Corporations shall be obligated to purchase the in- interest, if any, of the City in the Industrial Facilities for an additional nominal amount and such lease, contract and agreement shall contain such other provisions as may be required by the Act as then in effect and such other provisions as shall be mutually acceptable to the City and the Corpor- ations; NOW, THEREFORE, Be It Resolved by the City Council of the City of Waterloo, Iowa, as follows: Section 1 . That in order to insure the acquisition, improvement and equipping of the Industrial Facilities with the resulting public bene- fits which will flow therefrom, it is deemed necessary and advisable that Industrial Development Revenue Bonds be issued in an amount sufficient to finance the cost of the Industrial Facilities currently estimated not to exceed $1 ,200,000, and that the Memorandum of Agreement hereinafter referred to be approved and executed for and on behalf of the City. Section 2. That the Memorandum of Agreement by and between the Corporations and the City, substantially in the form and with the contents set forth in Exhibit A attached hereto, be and the same is hereby approved and authorized. Section 3. That the Mayor is hereby authorized and directed to execute and the City Clerk is hereby authorized to attest and to affix the seal of the City to the Memorandum of Agreement substantially in the form and with the contents set forth in Exhibit A attached hereto. Section 4. That the City will issue and sell Industrial Develop- ment Revenue Bonds in an amount sufficient to finance the costs of the -3- Industrial Facilities subject to the execution of the Memorandum of Agreement herein authorized and upon the conditions specified in the Memorandum of Agree- ment. Section 5. That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Adopted October 6, 1980. 10eIle Mayor Attest: t Ci ler -4- EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, Iowa, a municipality of the State of Iowa (hereinafter referred to as the "City") , party of the first part, and Klawitter Distributing Co. and Fahr Beverage, Inc. Iowa corporations (hereinafter referred to as the "Corpora- tions") , party of the second part; 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 authorized by the laws of the State of Iowa, and specifically Chapter 419, Code of Iowa, 1979, as supplemented and amended (the "Act") , to acquire, improve and equip all or any part of, or any interest in, land, buildings or improvements suitable for the use of any commercial enterprise engaged in storing, warehousing and distributing products of industry. (b) Under the Act the City is authorized to issue its revenue bonds for the purpose of financing the costs of any such project. (c) So as to accomplish the purposes of the Act, the City proposes to issue one or more issues of Industrial Development Revenue Bonds pursuant to the provisions of the Act as then in effect to finance the costs of acquiring, improving and equipping certain real estate, buildings and fixtures as a facility, (hereinafter referred to collectively as the "Industrial Facilities") , located in the City, and to lease or sell , or both, the Industrial Facilities to the Corporations, or enter into a loan agreement with the Corporations with respect to the Industrial Facilities, or any combination of the fore- going pursuant to the provisions of the Act as then in effect (any of the foregoing being referred to herein as an "Agreement") . -1- (d) It is deemed necessary and advisable, to accomplish the purposes of the Act, that the Industrial Facilities be undertaken at the earliest practicable date, and the Corporations have requested satisfactory assur- ances from the City that the proceeds of the sale of one or more issues of Industrial Development Revenue Bonds of the City will be made available to finance the Industrial Facilities. (e) •Representatives of the City have indicated the willingness of the City to proceed with and effect such financing and have advised the Corporations 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 precedent to such financing, the City by virtue of the Act or such other statutory authority as may now or hereafter be conferred, will issue and sell one or more issues of its Industrial Development Revenue Bonds in an aggregate amount sufficient to finance the Industrial Facilities, currently estimated not to exceed $1 ,200,000. 2. Undertakings on the Part of the City. Subject to the conditions above stated, the City agrees as follows: (a) That it will authorize or cause to be authorized, the issuance and sale of of one or more issues of its Industrial Development Revenue Bonds , in an aggregate principal amount sufficient to finance the cost of the Industrial Facilities, currently estimated not to exceed $1 ,200,000. (b) That it will adopt, or cause to be adopted, such proceedings and authorize and direct the execution of such documents and take, or cause to be taken such actions as may be necessary or advisable to effect the auth- orization, issance and sale of the bonds and the acquiring, improving and -2- equipping of the Industrial Facilities and the entering into and performance of an Agreement with the Corporations with respect to the Industrial Faci- lities, all as then shall be authorized by law and mutually satisfactory to the City and the Corporations. (c) That the aggregate periodic payments to be used to pay the principal of, and interest and premium, if any, on the bonds payable under the Agreement with the Corporations shall be such sums as shall be sufficient to pay the principal of and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable, and, if necessary to vest title to the Industrial Facilities in the Corporations, the Corpor- ations shall have an obligation to purchase the interest of the City, if any, in the Industrial Facilities for an additional nominal amount. (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 afore- said undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Corporations. Subject to the conditions above stated, the Corporations agree as follows: (a) That they will use all reasonable efforts to find one or more purchasers for the bonds. (b) That they will enter into a contract or contracts for the acquiring, improving and equipping of the Industrial Facilities, and at the time of the delivery of the bonds, they will convey, grant or lease the Industrial Faci- lities and assign such contracts to the City or agree to complete the acquisition, improvement and equipment of the Industrial Facilities. (c) That contemporaneously with the delivery of the bonds, they will enter into an Agreement with the City under the terms of which the Corpor- ations will obligate itselves to pay sums sufficient in the aggregate to pay -3- the principal of and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable, any such Agreement to contain such other provisions as may be required by the Act as then in effect and such other provisions as shall be mutually acceptable to the City and the Corporations. (d) That they will take such further action and adopt such further proceedings as may be required to implement their aforesaid undertakings or as they may deem appropriate in pursuance thereof. 4. General Provisions. (a) All commitments of the City under Paragraph 2 hereof and of the Corporations under Paragraph 3 hereof are subject to the conditions that, on or before two years from the date hereof (or such other date as shall be mutually satisfactory to the City and the Corporations) , (i) the City and the Corporations 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 agreement referred to in paragraph 3, (ii ) <the proceedings referred to in paragraphs 2 and 3 hereof shall have been taken and (iii) all regulatory or other governmental approvals requisite to the execution of such documents and the issuance and sale of the bonds shall have been obtained. (b) If the events set forth in (a) of this paragraph do not take place within the time set forth or any extensions thereof and the bonds are not sold within such time, the Corporations will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City may incur at the Corporations ' request arising from the execution of this Memorandum of Agreement and the performance by the City of its obligations hereunder, and this Memorandum of Agreement shall thereupon terminate. -4- IN WITNESS WHEREOF, the parties hereto have entered into this Memor- andum of Agreement by their officers thereunto duly authorized as of the day of , 1980. CITY OF WATERLOO, IOWA (SEAL) Mayor Attest: ('-';)ii;; Clerk .,////) KLAWITTER DISTRIBUTING CO. By (SEAL) Its President Attest: Its Secretary FAHR BEVERAGE, INC. . By (SEAL) Its President Attest: Its Secretary -5- 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, Iowa; that as such I have in my possession, or have access to,. the complete records of the City Council of said City; 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 of the corporate records showing the action taken by the City Council of said City on October 6, 1980, to authorize the execution of a Memorandum of Agreement by and between said City and Klawitter Distributing Co. and Fahr Beverage, Inc. , regarding the issuance of Industrial Develop- ment Revenue Bonds. WITNESS my hand and the corporate seal of said City hereto affixed at Waterloo, Iowa, this day of , 1980. ify k 72/1: .� (SEAL) STATE OF IOWA ) ) ss COUNTY OF BLACK HAWK) Subscribed and sworn to before me this day, the date last above written. Notary Public in and for the State of Iowa My commission expires: (SEAL)