HomeMy WebLinkAbout41-78 RESOLUTION•••
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RESOLUTION NO. V
A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT
BY AND BETWEEN THE CITY OF FAYETTEVILLE,
ARKANSAS, AND ARKANSAS BEST CORPORATION PERTAIN-
ING TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT
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
Arkansas Best 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 contents of the Memorandum of
Intent, which are approved and which are made a part hereto, shall
be substantially as follows:
MMMM
MiCRomatir,
DATE Ger '41
REEL 2 o /97,
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Section 2. That the Mayor and City Clerk be, and they
are hereby authorized 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 obligations under the Memorandum of Intent.
ATTEST:
PASSED:
1
(SEAL) (SEAL)
City Clerk
1978.
APPROVED:
Mayor
aeTi
re"
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MEMORANDUM OF INTENT
This MEMORANDUM OF INTENT is between the City of
Fayetteville, Arkansas, party of the first part (hereinafter referred
to as the "Municipality"), and Arkansas Best Corporation, an Arkansas
corporation, party of the second part (hereinafter referred to as
the "Company").
IN CONSIDERATION of the undertakings of the parties
set forth herein and the benefits to be derived therefrom and of
other good and valuable considerations, receipts of which is hereby
acknowledged by the parties, the Municipality and the Company AGREE:
1. Preliminary Statement. (a) The Municipality is a
duly organized and existing city of the first class under the laws
of the State of Arkansas and is authorized by the laws of the State
of Arkansas, including particularly 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 9"),
to issue revenue bonds for financing the costs of acquiring, construct-
ing and equipping industrial facilities (as defined and authorized
by Act 9) and to lease and/or sell the same for such rentals and
payments and upon such terms and conditions as the Municipality
deems advisable.
(b) In order to secure and develop industry which will
furnish substantial employment and payrolls (in furtherance of the
public purpose of Act 9), it is proposed that a trucking terminal
(consisting of lands, buildings, improvements and facilities) (the
"Project") be acquired, constructed and equipped.
(c) The Company has determined that it must obtain a
commitment from the Municipality that it will issue revenue bonds
under Act 9 as the Company and the Municipality, upon advice
of counsel, shall deem appropriate and make the proceeds
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available for the permanent financing of any part of the costs
and expenses incurred in acquiring, constructing and equipping
the Project.
(d) The Municipality is willing to so commit and to
proceed with the issuance of such bonds as and when requested
by the Company, in principal amounts necessary to furnish such
permanent financing subject to compliance with all conditions
set forth in Act 9.
(e) The Municipality considers that the acquiring,
constructing and equipping of the Project and the leasing or
sale thereof to the Company, will secure and develop industry
and thereby promote the general health and economic welfare of
the inhabitants of the Municipality and adjacent areas.
2. Undertakings on the Part of the Municipality.
Subject to the conditions above stated, the Municipality agrees
as follows:
(a) That when requested by the Company, it will authorize
and take, or cause to be taken, the necessary steps to issue
bonds under Act 9, in the aggregate principal amount necessary
to furnish the permanent financing of any part of the costs of
accomplishing the Project.
this time that the cost of
to exceed $500,000. Thus,
will be issued under Act 9
In this regard, it is estimated at
the Project will be in an amount not
industrial development revenue bonds
in such amount as shall be requested
by the Company for accomplishing all or any part of the Project
(the "Bonds").
(b) That it will, at the proper time and subject in all
respects to the recommendation and approval of the Company, have
the Bonds underwritten and will adopt, or cause to be adopted,
such proceedings and authorize the execution of such documents
as may be necessary and advisable for the
and issuance of the Bonds, the acquiring,
authorization, sale
constructing and
equipping of the Project, and for the leasing or sale thereof
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to the Company, all in conformity with Act 9 and any other
applicable federal and state laws and upon terms and conditions
mutually
the
satisfactory
(c) That the
rents or payments
premiums, if any, and
to the Municipality and the Company.
aggregate basic rents or payment (i.e.,
to be used to pay the principal of,
interest on the Bonds) payable under
leases or sale agreements between the Municipality and the
Company, shall be sufficient to pay the principal of, premiums,
if any, and interest on the Bonds when due. The leases or sale
agreements shall contain such provisions as are necessary or
desirable, consistent with the authority conferred by Act 9.
(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 aforesaid undertakings or as it may deem appropriate
in pursuance thereof.
3. Undertakings on the Part of the Company. Subject
to the conditions above stated, the Company agrees as follows:
(a) That it will cooperate with the Municipality in
the sale and issuance of the Bonds to the end of achieving
timely and favorable marketing thereof.
(b) That it will enter into such leases, sale agree -
or other appropriate agreements with the Municipality
which the Company will obligate itself to pay to the
Municipality rents or payments sufficient to pay the principal
of, premiums, if any, and interest on the Bonds when due and
containing such other provisions as are necessary or desirable
consistent with the authority conferred by Act 9.
ments
under
(c) That it will take such further
such further proceedings as may be required
action and adopt
to implement its
aforesaid undertakings or as it may deem appropriate in pur-
suance thereof.
4. General Provisions. (a) This Memorandum shall con-
tinue in full force and effect until the Project and their
vs.
financing by Bonds, as herein specified, is accomplished, and in
this regard it is understood that there may be separate issues
of Bonds, and separate series within a particular issue, with
different maturities, interest rates, redemption provisions and
other details. In the case of each issue, and of each series,
the Municipality will take appropriate action by ordinance or
resolution to sell and authorize the Bonds and to authorize and execute_
such agreements and documents as may be determined necessary or
desirable by the Municipality and the Company.
(b) The Company agrees that it will make payments in
lieu of ad valorem taxes for distribution to the ad valorem taxes
authorities on all facilities financed by the Bonds in the same
amount as it would have paid in ad valorem taxes had it owned such
facilities and assessed and paid ad• valorem taxes thereon along
with the other properties in the Project.
IN WITNESS WHEREOF, the parties hereto have entered
into this Memorandum by their officers thereunto duly authorized
as of the
ATTEST:
"NT.
day of 2y-cter, 1978.
CITY OF FAYETTEVILLE, ARKANSAS
By
•
ay Clerk
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"..*ATTEST:
(SEAL)
(title)
Mayor
ARKANSAS BEST CORPORATION
By
(title)
Ar