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HomeMy WebLinkAbout29-78 RESOLUTION• • • RESOLUTION NO.aq- i9 • A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF FAYETTEVILLE, ARKANSAS, AND AMERICAN AIR FILTTR COMPANY, INC. PERTAINING TO THE ISSUANCE OF INDUSTRIAL REVENUE BONDS FOR FINANCING THE COSTS OF ACQUIRING, CONSTRUCTING, AND EQUIPPING INDUSTRIAL FACILITIES AND PRESCRIBING OTHER MATTERS RELATING THERETO. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That there be, and there is hereby authorized the execution and delivery of a Memorandum of Intent by and between the City of Fayetteville, Arkansas (the"Municipality"), and American Air Filter Company, Inc. a Delaware Corporation (the "Company"), in substantially the form and with substantially the contents hereinafter set forth, and the Mayor and City Clerk be, and they are hereby, authorized to execute and deliver the Memorandum of Intent for and on behalf of the Municipality. The form and content of the Memorandum of Intent, which are hereby approved and which are made a part hereto, shall be substantially as follows: MKROFlLMED olt DATE REEL—al oft • • • MEMORANDUM OF INTENT • THIS MEMORANDUM OF INTENT is between the City of Fayetteville, Arkansas (the "Municipality"), and American Air Filter Company, Inc., a Delaware corporation (the "Company"). The parties hereto have entered into discussions pertaining to the acquisition, construction and equipment of an industrial plant in or near the Municipality, and the purpose of this Memorandum is to set forth in general terms the intent of the parties in that regard. The parties recite knowledge of the following: 1. The Municipality is a City of the first class under the laws of the State of Arkansas and is authorized by Act No. 9 of the First Extraordinary Session of the Sixty -Second General Assembly of the State of Arkansas, approved January 21, 1960, as amended ("Act No. 9"), to issue industrial development revenue bonds for defraying the costs of acquiring, constructing and equipping industrial projects. 2. The proposed project is the acquisition, construction and equipment (the "construction") of lands, structures, machinery, equipment and facilities to constitute an industrial plant (the "Project"Z. 3. The Company does not want to incur costs and expenses in connection with the Project without assurances from the Municipality that, if desired and requested by the Company, the proceeds of the sale of industrial development revenue bonds of the Municipality will be made available for the permanent financing of the costs and expenses of the construction. 4. The Municipality considers that the construction of the Project will promote industrial development and thereby promote the general welfare of the inhabitants of the Municipality. NOW THEREFORE, in consideration of the mutual undertakings of the parties set forth in this Memorandum, it is agreed by the Municipality and by the Company as follows: 1. The cost of 2onstruction will be financed by the issuance by the Municipality of industrial developmentrevenue bonds under the provisions of Act No. 9(the "Bonds"). It is • h • • •• estimated that the cost of the construction, including costs incidental thereto and incidental to issuance of the Bonds, is approximately $3,000,000.00. The Bonds may be issued at one time or in series from time to time. The Municipality will take the necessary steps to issue and deliver the Bonds. Costs of issuance of the Bonds will be paid by the Company or from the proceeds of the Bonds. 2. The legal title to the Project may be placed in the Municipality and may be subject to a lease or other agreement between the Municipality and the Company, in the form generally utilized in Arkansas in connection with financing under Act No. 9; all terms and provisions thereof are to be mutually agreeable to the Municipality and the Company, but the Company shall be obligated to make payments thereunder in amounts and at times sufficient to provide for payment of the principal of, premiums, if any, interest on, and trustee's and paying agent's fees in connection with Bonds as due and payable. In the alternative to a lease agreement between the Municipality and the Company, the Municipality may make a direct loan of the bond proceeds to the Company, or the Municipality may execute an installment sale contract with the Company. 3. All documents whose execution and delivery are contemplated by the provisions hereof, including but not limited to the terms of the Bonds and of the sale of the Bonds must be acceptable to and approved by the Board of Directors of the Company. The sale of the Bonds shall be the responsibility of the Company. 4. The Municipality and the Company shall enter into en agreement providing for payments by the Company in lieu of ad valorem taxes, the terms of which shall be mutually agreeable to the Municipality and the Company. 1 5. It is understood that the Company is proceeding with the construction, including the entering into of necessary contracts and purchase orders to accomplish that purpose. If Bonds are issued, the Company will be reimbursed out of Bond proceeds for all expenditures made and expenses incurred in the construction of the Project. CITY OF FAYETTEVILLE, ARKANSAS BY -Anvc 4!'� Mayor AMERICAN AIR FILTER COMPANY, INC. BY ricer Se• ction 2. That the Mayor and City Clerk be, and they are hereby quthorized and directed, for and on behalf of the Municipality, to do all things, execute all instruments and otherwise take all action necessary to the realization of the Municipality's rights and to the discharge of the Municipality's obligations under the Memorandum of Intent. PASSED: Liell1LV C}' ,1978. APPROVED: Mayor ATTEST: City Clerk