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HomeMy WebLinkAbout55-81 RESOLUTION• RESOLUTION NO. ccgi A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF FAYETTEVILLE, ARKANSAS AND CAMPBELL SOUP COMPANY PERTAINING TO THE ISSUANCE OF POLLUTION CONTROL REVENUE BONDS FOR FINANCING THE COSTS OF ACQUIRING, CONSTRUCTING, AND EQUIPPING POLLUTION CONTROL FACILITIES; AND PRESCRIBING OTHER MATTERS RELATING THERETO. WHEREAS, the Board of Directors of the City of Fayetteville, Arkansas (the "City") has been informed by the Campbell Soup Company, a New Jersey corporation (the "Company"), that the Company is planning the acquisition, construction, equipping and installing of certain pollution control facilities and related equipment and personal property to be located at the Company s existing plant in the City of Fayetteville, Arkansas (the "Project"); and WHEREAS, the Company has estimated that the acquisition, construction, equipping and installing of the Project will require expenditures of approximately $750,000; and WHEREAS, after careful study and investigation of the nature of the proposed Project, the City has determined that the Project will secure and develop industry and promote the health, safety and physical and economic welfare of the people of the State of Arkansas, and will obtain the benefits of the creation of jobs and payrolls or the retention of jobs and payrolls which might otherwise be lost, and that the City, in assisting with the financing of the acquisition, construction, equipping and installing of the Project, will be acting in furtherance of the public purposes for which it was created; and WHEREAS, the City has further determined that the most feasible method of financing the Project is for the City to issue its revenue bonds ("Bonds") and either (i) use the proceeds thereof to acquire, construct, equip and install the Project and to lease or sell the Project to the Company pursuant to a lease or installment sales agreement in which the Company will agree to pay lease payments or installment purchase payments in amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds or (ii) lend the proceeds of the Bonds to the Company to enable the Company to acquire, construct, equip and install the Project pursuant to a loan agreement in which the Company will agree to make loan repayments in amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds, all as may be determined by ordinance of the City; and • WHEREAS, the City has further de-termined that it is in the best interests of the inhabitants of the City of Fayetteville, and the State of Arkansas that the Project move forward without delay; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: E 1. That in order to indicate its willingness to issue the Bonds to finance, in whole or in part, the acquisition, construction, equipping and Installing of the Project, the execution and delivery to the Company of a Memorandum of Agreement is hereby authorized, said Memorandum of Agreement to be in substantially the form attached hereto as Exhibit "A", subject to such minor changes, insertions and omissions asmay be approved by the Mayor of the City, and the execution of said Memorandum of Agreement by the Mayor and Clerk of the City as herewith authorized shall be conclusive evidence of any such approval. 2. That the City does hereby declare that it will authorize the issuance of and will issue the Bonds under and in accordance with the applicable laws of the State of Arkansas, in an aggregate principal amount necessary to finance the cost of the acquisition, construction, equipping and installing of the Project and the expenses incidental to the issuance of the Bonds, currently estimated to be approximately $750,000. 3. That in order to facilitate the commencement of the acquisition, construction, equipping and installing of the Project, the Mayor and Clerk of the City are hereby authorized to execute, or accept the assignment of, contracts for the acquisition, construction, equipping and installing of the Project subject to the receipt of appropriate guarantees of payment by the Company. 4. That the Mayor and Clerk of the City are further hereby authorized to take any and all further action and execute and deliver any and all other documents as may be necessary to authorize, issue and deliver the Bonds and to effect the undertaking for which the Bonds are to be issued. 5. That the City finds, intends, and declares that this Resolution shall constitute its official commitment, subject to the terms hereof, to issue the Bonds pursuant to Arkansas law in amounts prescribed by the Company and to expend or loan the proceeds thereof to acquire, construct, equip and install the Project in the manner hereinabove set forth. The City finds, considers and declares that the issuance and sale of the Bonds for the purpose set forth in this Resolution is and constitutes the taking of affirmative official action by the City, acting by and through its City Board , towards the issuance of said revenue bonds within the meaning of the United States Income Tax Regulations. -2 Adopted this e-A\A. day of_e_h_i , 1981. eJ '(SEAL) Attest: , •• City Clerk CITY OF FAYETTEVILLE, ARKANSAS By -az Assistant Mayor • EXHIBIT "A" MEMORANDUM OF AGREEMENT - THIS MEMORANDUM OF AGREEMENT is between the City of Fayetteville, Arkansas (the "City"), and Campbell Soup Company, a New Jersey corporation (the "Company"). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agree- ment are the following: (a) The City is a political subdivision of the State of Arkansas and is authorized and empowered pursuant to Title 13, Chapter 19, Arkansas Statutes, County and Municipal Pollution Control Facilities (the "Act") to issue revenue bonds (rBonds") to finance the acquisition, construction, reconstruction, extension, equipment or improvement rof, pollution control facilities for the disposal or control of sewerage, solid waste, water pollution, air pollution, or any combination thereof. (b) In order to secure and develop industry and promote the health, safety and physical and economic welfare of the people of the State of Arkansas and to provide financing for pollution control facilities on favorable terms so as to obtain the benefits of the creation of additinal jobs and payrolls or the retention of jobs and payrolls which might otherwise be lost, the City proposes to finance the acquisition, construction, equipping and installing of certain pollution control facilities and related equipment and personal property to be located at the Company's existing plant in the City of Fayetteville, Arkansas (the "Project"); and to lease or sell the Project to the Company or to loan the proceeds from the sale of the Bonds to the Company to enable it to acquire, construct, equip and install the Project. (c) In view of uncertainties in financing the Project, the Company is unwilling to let construction contracts and take other steps towards the realization of the Project without satisfactory assurances from the City that the proceeds of the sale of the Bonds of the City in the amount required to pay the cost of the Project and the expenses incidental to the issuance of the Bonds will be made available to finance the acquisition, construction, equipping and installing of said Project. (d) Representatives of the City have indicated the willingness of the City to proceed with and effect such financing as an inducement to the Company to acquire, con- struct, equip and install the Project, and the City has advised the Company that, subject to due compliance with all requirements of law and the •obtaining of all necessary consents and approvals and to the happening of all acts, conditions and things required to exist, happen and be performed precedent to and in connection with such financing in due time, form and manner as required by law, the City, by virtue of such -2- • • statutory and constitutional authority as may now exist or hereafter be conferred, will issue and sell the Bonds in the amount necessary to pay the cost of acquiring, constructing, equipping and installing the Project and the expenses incidental to the issuance of the Bonds, in the approximate amount of $750,000. Based on such indications, the Company is willing to enter into such agreements as may be necessary for the acquisition, construction, equipping and installing of the Project. (e) The City considers that the acquisition, con- struction, equipping and installing the Project and the leasing or sale of the same to the Company, or the loan of the pro- ceeds from the sale of the Bonds to the Company to enable it to acquire, construct, equip and install the Project, will secure and develop industry and promote the health, safety and physical and economic welfare of the people of the State of Arkansas and will obtain the benefits of the creation of additional jobs and payrolls or the retention of jobs and payrolls which might otherwise be lost. 2. Undertakings on the Part of the Authority. Subject to the conditions above stated, the City agrees as follows: (a) That it will authorize and issue, or cause to be authorized and issued, the Bonds, pursuant to the terms of the Act as then in force, in an aggregate principal amount -3- necessary to finance the cost of the Project and the expenses 1 incidental to the issuance of the Bonds, currently estimated to be approximately $750,000. (b) That it will cooperate with the Company to endeavor to find a purchaser or purchasers for the Bonds, and if purchase arrangements satisfactory to the City and the Company can be made, it will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for the authorization, validation, issuance and sale of the Bonds and the acquisition, con- struction, equipping and installing of the Project as afore- said, and the leasing or sale of the Project to the Company or the loan of the proceeds from the sale of the Bonds to the Company, all as shall be authorized by law and mutually satisfactory to the City and the Company. (c) That the the financing agreement whereby the Project is leased or sold to the Company or whereby the proceeds from the sale of the Bonds are loaned to the Company will provide for payments by the Company in amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds as and when the same become due and payable, and, if the Project is leased, will provide that the Company shall have an option to purchase the. interest of the City in the Project for an aggregate amount equal to the amount required to retire the -4- • • outstanding Bonds, plus an amount to be prescribed in such instrument which shall not, without the Company's consent and agreement, exceed one hundred dollars or such greater minimum amount as may be specified or required by law. (d) That it will make such election or take such other action as may be necessary pursuant to Section 103 of the Internal Revenue Code of 1954, as amended, to enable the interest on the Bonds to be exempt from federal income taxation. (e) That it will take or cause to be taken such other acts, adopt such further proceedings, enter into such other agreements and execute such other documents 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 use all reasonable efforts to find one or more purchasers for the Bonds in the aggregate principal amount as stated above; provided, however, that the terms of the Bonds and of the sale and delivery thereof shall be mutually satisfactory to the City and the Company. (b) That it will enter into a contract or contracts for the acquiring, constructing, equipping and installing of the Project. -5- • • • (c) That obligates it principal of, same become contain the provisions as Company. (d) That it will enter into the financing agreement which to make payments in an amount equal to the premium, if any, and interest on the Bonds as the due and payable, such financing agreement to provisions required by law and such other shall be mutually acceptable to the City and the it will take or cause to be taken such other acts, enter into such other agreements and execute such other documents as may be required or as may be appropriate in connection with the issuance of the Bonds. (e) That it will pay any taxes (including ad valorem property taxes), assessments or utility charges which may be lawfully levied, assessed or charged upon the Company, the City or the Project, or will make payments in lieu of taxes as may otherwise be required. (f) That it will indemnify, defend and hold the City and the individual directors, officers, agents and employees thereof harmless against any claim of loss or damage to prop- e rty or any injury or death of any person or persons occurring in connection with the acquisition, construction, equipping and installing of the Project. The Company also -agrees to ✓ eimburse or otherwise pay on behalf of the City any and all e xpenses not hereinbefore mentioned, incurred by the City in. -6- 4 • connection with the Project. This indemnity shall be superseded by a similar indemnity in the financing agreements eXecuted in connection with the issuance of the Bonds, and, if the Bonds are not issued and delivered, this indemnity shall survive the termination of this Agreement. 5. General Provisions. If for any reason the Bonds are not issued and delivered within one year from the date hereof, the provisions of this Agreement shall, at the option of the Company, to be evidenced in writing, be cancelled and neither party shall have any rights against the other and no third parties shall have any rights against either party except: (a) the Company will assume and be responsible for all contracts for purchase of machinery, equipment and related personal property entered into by the City at the written request or direction of the Company in connection with the Project; and (b) the Company will pay the out-of-pocket expenses of directors, officers, agents and employees of the City, Counsel for the City and Bond Counsel incurred in connection with the Project and the proposed issuance of the Bonds and will pay Counsel for the Issuer and Bond Counsel reasonable fees for legal services related to the Project and the proposed issuance of the Bonds. -7- IN WITNESS WHEREOF, the into this Agreement by their as of this ri2,,& day of [SEAL] Attest: City Clerk [SEAL] Attes: kJ-77ft ..e • parties hereto have entered officers thereunto duly authorized 1981. CITY OF FAYETTEVILLE, ARKANSAS Assistant Ma or CAMPBELL SOUP COMPANY By President Secretary CERTIFICATE I, Vivian Knettel , do hereby certify that I am the Clerk of the City of Fayetteville, Arkansas and that the foregoing Ordinance was duly adopted by the City at a regular meeting of its City Council held on 1981. the 2nd day of June Given under my hand and seal of the City of Fayetteville, Arkansas, this 16th day of June / , 1981. LC7t7-&-(12 Clerk, Citi Arkansas of Fayetteville, Straz tf qtaz.v.sas (( cc,,„-• (*Iftet4A ,C7.1..7 6.147aszeteiVe • i( "71/43 11 vvirian Lrczoot4, tityttel-kladit'q it- rezIorder.for rtie city otFakeiteiWle, V01014 bp .ficeitifs, .044 jibe anneked or I f oie k ai rig 'I laFaretwin lazywifite 'Willtitle %146 ItArq jp,,4,33 iia ( :mace qs, iRekoiliiiiah ibdOk. , ' t ip a g. k8t -9-