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HomeMy WebLinkAbout59-81 RESOLUTION7-• • RESOLUTION NO.59.g/ A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF FAYETTEVILLE, ARKANSAS, AND R -P ELECTROPLATING, INC. 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. • 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 R -P Electroplating, Inc. (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: CERTIFICATE OF RECORD - State of Arkansas City of Fayetteville I, Vivian Koettel, City Clerk and Ex -Officio recorder for the City of Fayetteville, do here- by certify that the annexed or foregoing is of .record in my office and the s.nne ap- pears in Ordinance & Resolutinn b a-rk )(• 35 5 / e- at Page Witness iny hand nd seal his 3 /of 19 cri City Clerk and Ex -Officio Recorder MICROfVjat • 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 R -P Electroplating, Inc , 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, receipt 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 la s of the State of Arkansas, including particularly Act No. 247 of Acts 1973 approved by the General Assembly of the State of Arkansas on March 7, 1973, as amended (the "Act"), to issue revenue bonds for financing the costs of acquiring, constructing and equipping pollution control facilities (as defined and authorized by the Act) and to lease, sell and/or make a loan 6 to finance 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 and provide for.the health, safety and physical and economic welfare of the people of the State of Arkansas, including the inhabitants of the Municipality and to obtain the benefits of retaining and/or expanding jobs and payrolls which might other- wise be lost, all in furtherance of the public purpose of the Act, it is • proposed that a wastewater pretreatment facility consisting of a building, improvements and facilities (the "Project"), more particularly described in Exhibit A hereto, be acquired, constructed and equipped. (c) The Company has determined that it must obtain a commitment from the Municipality that it will issue pollution control revenue bonds under the Act 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. • • 2 (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 the Act. (e) The Municipality considers that the acquiring, constructing and equipping of the Project and the leasing, sale thereof or its loan to the Company, will secure and develop industry and provide for the health, safety and physical and economic welfare of the people of the State of Arkansas, including the inhabitants of the Municipality. 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 the Act, in the aggregate principal amount necessary to furnish the permanent financing of any part of the costs of accomplishing the Project. The Municipality agrees that it will authorize and issue, one or more series of pollution control revenue bonds in the principal aggregate amount of approximately $850,000 (the "Bonds"), which amount is the present estimated cost of the Project, or such greater amount as is necessary to pay the actual or any part of the costs of the Project pursuant to the Act. (b) That it will, at the proper time and subject in all respects to the recommendation and approval of the Company, have the Bonds sold 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, or its loan of Bond proceeds to the Company, all in conformity with the Act and any other applicable federal and state laws and upon terms and conditions mutually satisfactory to the Municipality and the Company. iJi 11 rents 3 (c) That the aggregate basie rents or payment (i.e., the Or payments to be used to pay the principal of, premiums, if any, and interest on the Bonds) payable under leases, sale agreements, or loan 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, sale agreements or loan agreements shall contain such provisions as are necessary or desirable, consistent with the authority conferred by the Act. (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, sales agreements, loan 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 on, 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 the Act. (c) To reimburse, indemnify and hold harmless the Municipal- ity for all reasonable and necessary out-of-pocket expenses and fees which the Municipality may incur at the Company's request arising from the execution of this Memorandum and the performance by the Municipality of its Obligations hereunder. (d) 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 4. General Provisions. (a) This Memorandum shall continue in full force and effect until the Project and its 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 or resolution to sell and autherize the Bonds appropriate action by ordinance and to authorize and execute such agreements and documents as may be determined necessary or desirable by the Municipality and the Company. (b) If the Municipality retains title to the Project, the Company agrees that it will make payments in lieu of ad valorem taxes for distribution to the ad valorem taxing 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 day of , 1981. ATTEST: • CITY OF FAYETTEVILLE, ARKANSAS BY: (ZzAel/ 64,14 Assistant:Mar R -P ELECTROPLATING, INC. ,.••" By: athttAA 0)2frprotile Title: Pres i -5 Section 2. That the Mayor and the 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. Section 3. This Board firids and 'determines that all formal actions of this Board concerning and relating to the adoption of this resolution were adopted in an open meeting of this Board, and that all deliberations of this Board that resultedinsuch formal. action,:were in meetings open to the public, in compliance with all legal reauirements of the State of Arkansas, including the "Freedom of Information Act", Act No. 93 of the Acts of Arkansas of 1967, as amended. ATTEST - PASSED AND APPROVED this &thday , 1981. ftr. -,:.. •--1.:0: •-•% .2,o -z lo: rlotea. 3 J,...• « _ , -,..4:7,,,,) city cler.kg.:s. 1,4d ne.." • APPROVED: m rd -Ste Assistant Mayor EXHIBIT A Proposed Project to be located at Fayetteville, Arkansas The proposed new facility will include a system consisting of chemical reduction (for hexavalent chromium reduction); chemical oxidation (for cyanide destruction); and precipitation (for heavy metals removal) followed by sedimentation and sand filtration of the process wastewaters and gravity sludge thickening followed by a plate filter press for sludge dewatering. It will also be necessary as a part of this overall pretreatment program for R & P to relocate and modify electroplating and metal finishing lines. Relocation and modification of these lines is necessary in order to insure positive segregation of the various wastewater streams. The necessary modification and relocation of the lines will be achieved through the installation of four new lines in a 10,000 square foot building expansion to be financed with the proceeds of the pollution control revenue bonds. . The facility will be located at the_present plant of R & P.Electroplating, 2000 Pump Station Road, Fayetteville, Arkansas. • • EXCERPTS FROM MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE; ARKANSAS, HELD JUNE 16, 1981 The Board of Directors of the City of Fayetteville, Arkansas, met in regular session at its regular meeting place in Fayetteville, Arkansas, at 7:30 p.m., on the 16th day of June, 1981. The following were present: Assistant Mayor Paul Noland ; City Clerk Vivian Koettel and Directors: Ernest Lancaster, Richard Osborne, Frank Sharp, Ronald Bumpass, Ann Henry Absent: Ityor John Todd Assistant The Mayor stated that consideration should be given to a Resolution authorizing a Memorandum of Intent pertaining to the issuance and delivery of Pollution Control Revenue Bonds under the provisions of Act No. 247, Acts 1973. This was a matter with which the Board was familiar and after a discussion, Asst. Mayor Noland introduced a resolution entitled: A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF FAYETTEVILLE, ARKANSAS, AND R -P ELECTROPLATING, INC. PERTAINING TO THE ISSUANCE OF POLLUTION CONTROL REVENUE BONDS FOR FINANCING THE COSTS OF ACQUIRING, CONSTRUCTING AND EQUIPPING POLLUTION CONTROL FACILITIES AND PRE- SCRIBING OTHER MATTERS RELATING THERETO; McWethy and Assistant City Manager read the Resolution in full. Director Henry , seconded by Director Bumpass moved on the adoption of the Resolution and the roll being called, the following voted aye: Directors: Lancaster, Noland, Osborne, Sharp, Bumpass, Henry and the following voted nay: Directors: none • 11 4 • ..‘?! •••• • -2 Assistant The Mayor theredpon declared the Resolution adopted and signed the Resolution, which was attested by the City Clerk and impressed with the seal of the City. The Resolution was given No. 59-81 (Matters not relating to a Resolution authorizing a Memorandum of Intent pertaining to the issuance and delivery of Pollution Control Revenue Bonds are omitted.) There being no further business, the Board adjourned. • • ATTEST: thiac 5412raittre City Clerk "stet . • tsearr_. 24:- - ., 4., -,.....= tet -,... .r•• ti. J .. -2:- ..:- •-• o .... li .... _ ,v7.. ")10.... .• 4 . ' Cc. =-1 - • ,Atsistant Mayor 'CERTIFICATE • The undersigned, City Clerk of Fayetteville, Arkansas, hereby certifies that the foregoing pages numbered 1 to 2, inclusive, are a true and correct copy of excerpts of the minutes of a meeting of the Board of • Directors of Fayetteville, Arkansas at a regular session held at the regular meeting place of the Board in the City at 7:30, o'clock p.m., on the 16th day of June, 1981, and the time and place of the meeting was furnished to each person who made a request therefor in accordance with the provisions of Act No. 93 of the Acts of Arkansas of 1967, as amended. • 5%.i.P.riww z 7,1:5frct) AN%Le121.;g3si..;& ‹:•Sre:z>." Mr7-A4a City Clerk