HomeMy WebLinkAbout25-80 RESOLUTION:i
RESOLUTION NO. a5-30
A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND
BETWEEN THE CITY OF FAYETTEVILLE, ARKANSAS, AND BALDWIN
PIANO & ORGAN COMPANY 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 Baldwin Piano & Organ Company (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:
•
MiCRORLAElit tggp
DATE
REEL -
j
•
•
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 Baldwin Piano & Organ Company,
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
are 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, including particularly
Act No. 9 of the First Extraordinary Session of the Sixty -
Second General Assembly of the State of Arkansas, approved
January 21, 1969, 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 91 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, improvements and facilities) (the "Project") be
acquired, constructed and equipped.
tc)_ 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 available for the permanent financing of any part
of the costs and expenses incurred in acquiring, constructing
and equipping the Project.
•
1
•
(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 61,200,000.00. 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").
(bl 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 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:
(al 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 agreements
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 whendue 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
pursuance thereof.
4. General Provisions. (a) This Memorandum shall
continue in full force and effect until the Project and
their financing by Bonds, as herein specified, is accomplished,
and in this regard it is understood that there may be separate
•
•
•
issues
issue,
of Bonds, and separate series within a particular
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 Qgt4 day of MM H , 1980.
ATTEST:
V l
e eNs
(' AL)
ATT
1'
Clerk
•
(Title).
(SEAL).
CITY OF FAYETTEVILLE, ARKANSAS
By:
Nay o�
Mayor
BALDWIN PIANO & ORGAN COMPANY
B
•
Meittvil—
•
(Title)
•
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. (�,n,,
PASSED: �U day of t97QJu , 1980.
ATTEST:
C V
TJer
3ITY 'CLERK
5-41 f
f�
t 4 (SEAL )=
APPROVED:
•
•
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 regular session of the
Board of Directors of Fayetteville, Arkansas, held at the
regular meeting place of the Board at
7430
o'clock
/E.m. , on the V'day of WICh. , 1980.
6? Cityw7
Clerlte�`hOle