HomeMy WebLinkAbout79-79 RESOLUTION•
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RESOLUTION NO. 11-'71
A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT
BY AND BETWEEN THE CITY OF FAYETTEVILLE,
ARKANSAS, AND FAYETTEVILLE PLUMBING & HEATING
COMPANY, INC. PERTAINING 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 Fayetteville Plumbing & Heating, Inc. (the "Company"), in
substantially the form and with substantially the contents here-
inafter 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:
MICROFILMED,
DATE OCT J -1979
REEL
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.
PASSED: 21-0-' day of , 1979.
ATTEST:
APPROVED:
i1 Cda; f7C (! l l .off Li ei? )
O,ERK
(SEAL)
MAYOR
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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 Fayetteville Plumbing
& Heating Company, Inc., 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, constructing 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 warehouse
and manufacturing plant (consisting of lands, buildings, improve-
ments 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 cost of
accomplishing the Project. In this regard, it is estimated at
this time that the cost of the Project will be in .an amount not
to exceed $310,000. Thus, industrial development revenue bonds
will be issued under Act 9 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 authorization, sale
and issuance of the Bonds, the acquiring, 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 satisfactory to the Municipality and the Company.
(c) That the aggregate basic rents or payment (i.e.,
the rents or payments to be used to pay the principal of,
premiums, if any, and 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-
ments or other appropriate agreements with the Municipality
under 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.
(c) That it will take such further action and adopt
such further proceedings as may be required 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
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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 ownedsuch
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 y1;C day of
ATTEST:
City Clerk
(SEAL)
ATTEST:
'3 BGG jt . et-ack.
f
(tn.
1979.
CITY OF FAYETTEVILLE, ARKANSAS
By �. CS-�-`--c�/
Mayo
FAYETTEVILLE PLUMBING & HEATING
COMPANY, INC.
By ,/{if V 7'(2 //SAA.
(title)/
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CERTIFICATE
The undersigned, City Clerk of Fayetteville, Arkansas
hereby certifies that the foregoing is a true and compared
copy of a resolution passed at a / ,_�(i., session of the
Board of Directors of Fayetteville ,'Arkansas , held at the
regular meeting place of the Board at '%.13 6 o'clock 17 .m.,
on the 2/,14-' day of /^aa921,&A„, , 1979.
(SEAL)
City Clerk