Loading...
HomeMy WebLinkAboutIDC 1986-12-31 Minutes THE INDUSTRIAL DEVELOPMENT COMMISSION OF CITY OF NORTH RICHLAND HILLS, TE XAS MET IN EMEB~~NCY.__t:1.!~J;;'T ING. DECEMBEI:::: :31, 19::::t::., AT 4PM IN CITY HALL, 7301 N.E. LOOP 820 IN THE PRE COUNCIL CHAMBER, F.:OOM 1. 24 . ATTENDING: CHARLES BRINKLEY, PRESIDENT MIKE BRINKLEY. COUNSEL CL.. IFF tn-EVENS ¡:;;:OBEPT HAPP I SON SANDY BAPTEK. SECPETARY ABSENT: JAMES WAU<EF.: E. F. CRITES CHARLES OWEN PUPPOSE: TF;U~NSFEP IJF PARTNERSHIP TO "S" COF.:PORATION BY MM·I PEAL..TY COMPANY (DOCUMENTS ATTACHED) DOCUMENTS PRESENTED TO COMMISSION: 1. CONSENT AND PELEASE 2. MINUTES AND CERTIFICATION 3. F.:ESOLUTION MOTION MADE BY CLIFF STEVENS TO ACCEPT AS PRESENTED; SECONDED BY POBEPT HAPRISON. MOTION CARPIED WITH 4 AYES, 0 NOES. SIGNATURES WERE AFFIXED BY CHARLES BRINKLEY AND SANDY BARTEK MEETING ADJOUPNED AT 5:30 P.M. PESPECTFULLY SUBMITTED. CS' ~~. SAN:;~A:'~K , SECPETAF.:Y /' MINUTES AND CERTIFICATION THE STATE OF TEXAS § § COUNTY OF TARRANT § The Board of Directors of North Richland Hills Indus- trial Development Corporation convened in emergency meeting on the 31st day of December, 1986, at the City Hall, 7301 Northeast Loop 820, North Richland Hills, Texas, emergency notice of such emergency meeting having been posted as prescribed by Article 6252-17, V.A.T.C.S., and the roll of the duly constituted offi- cers and members of the Board of Directors was called, which members are as follows, to-wit: and all of such persons were present, except the following absen- tees: thus constituting a quorum. Whereupon, a written Resolution bearing the following caption was introduced for the Board's consideration. A Resolution authorizing and consenting to the sale of the Project from M & H Realty Company to H & M Food Systems Company and releasing M & H Realty Company, in connection with the $2,500,000 North Richland Hills Industrial Development Commission Industrial Development Bonds (M & H Company Project") Series 1985. The Resolution, a full, true and correct copy of which is attached hereto, was read and reviewed by the Board of Direc- tors. Thereupon, the Presiding Officer instructed the Board of Directors that, if any member has a substantial legal or equitable ownership interest in, or has received a substantial amount of money from, H & M Food Systems Company, M & H Realty Company, Douglas K. Higgins or William H. Marshall or any other business entity that would receive an economic benefit as a result of the Board of Directors' vote on the Resolution, or if any member knows of any of his or her relatives, by blood or marriage, who have a substantial ownership interest in, or who have received a substantial amount of money from, such business - - -~"~'""_.._. - . - _..."'.._._,.,----_._~<-~~-,..._.~-~- entities, that member must (1) abstain from participating in the discussion and in the vote on the Resolution, and (2) before such vote is taken, file an affidavit with the Secretary stating the nature of such ownership interest or such receipt of money. A copy of each such affidavit that was so filed is attached to these Minutes as an exhibit. -2- MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to reflect accurately the duly constituted officers and members of the Board of Directors of North Richland Hills Indus- trial Development Corporation, and the attached and following copy of such Resolution is hereby certified to be a true and correct copy of an official copy thereof on file among the of- ficial records of North Richland Hills Industrial Development Corporation, all on this 31st day of December, 1986. ATTEST: ~C/4~-Y Authorized Offic:r (/ Title: ~~__~ /Î~ ~- ðb::: . ~ d~ <:.......~ .. ~- " \ ~~~~~ Authorized Officer ~\ Title: [SEAL] -3- A RESOLUTION PROVIDING FOR THE CONSENT AND RELEASE BY NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORA- TION OF M & H REALTY COMPANY AND SALE OF THE PROJECT OF THE $2,500,000 NORTH RICHLAND HILLS INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BONDS (M & H REALTY COMPANY PROJECT) SERIES 1985 TO H & M FOOD SYSTEMS COMPANY, AUTHORIZING THE EXECUTION, DELIVERY AND ACCEPTANCE OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH; AND RESOLVING RELATED MATTERS WHEREAS, pursuant to the Development Corporation Act of 1979, as amended (the "Act"), and a Resolution of this Corpora- tion adopted on August 20, 1985, this nonprofit corporation (the "Issuer") authorized the issuance of the $2,500,000 North Rich- land Hills Industrial Development Corporation Industrial Develop- ment Revenue Bonds (M & H Realty Company Project) Series 1985; (the "Bonds") and WHEREAS, M & H Realty Company (the "Company") desires and agrees to transfer and sell the Project to H & M Food Systems Company, a Texas corporation and a Guarantor pursuant to the Bonds, and H & M Food Systems Company agrees to assume all obli- gations and liabilities of Company pursuant to the Bond Documents including indemnification of this Corporation, NOW, THEREFORE, be it resolved by the Board of Direc- tors of North Richland Hills Industrial Development Corporation, as follows, to wit: 1. The capitalized terms used in this Resolu- tion shall have the meanings prescribed for such terms in the Financing Documents and Bond Documents as defined in that certain "Loan Agreement" (the "Agreement") executed in connection with the issuance of the Bonds. 2. The Issuer, acting by and through this Board, hereby waives the forty-five (45) day notice requirement of section 6.l1(d) of the Loan Agreement, and authorizes the Trustee to act on this Corporation's behalf to take all action reasonably necessary to facilitate the sale or transfer of the Project by the Company, including without limitation the execution of amendments of the Bond Documents and the release of the Company from its obligations under the Bond Documents, and further waives any technical failure by the Company to acquire the prior written consents or releases of all of the Indemnified Parties prior to the sale of the Project. 3. The Issuer, acting by and through this Board, hereby consents to and approves the transfer of the Project and all-õbligations of M & H Realty Company pursuant to the Bond Documents and Financing Documents to H & M Food ~ystems Company, a Texas corpora- tion, and a Guarantor, and the assumption by H & M Food Systems Co~paQy, of ali such obligations as of the date hereof. 4. The Issuer, acting by and through this Board, hereby releasës M & H Reålty Compa~y from all indemnification obligatioñs _pursu~ ant to the Bond Documents and acce~ts the indemnification and ass~ption of ãll Bond obligations by H & M Food·· Systems Company in substi tutiön thereof.·· .... 5. (a) The President or vice President (each as an authorized officer) and the Secretary or Assistant Secretary of the Issuer are hereby empowered to do all things necessary to act on behalf of the Issuer in executing and delivering all Consents and Releases or other agreements or documents authorized hereby. (b) In the performance of this authority and directive either of such officers, is authorized, if requested by the Company and the Purchasers, to consent to changes or revisions, in the documents herein authorized or approved. -2- ADOPTED this December 3l, 1986. Authorized officer . ~/---~E~ or~zed 0 ~cer \.. . /L:-I~ ~.eß~ ~ ATTEST: -3-