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HomeMy WebLinkAbout60-83 RESOLUTION• • RESOLUTION NO. 60-83 • A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF FAYETTEVILLE, ARKANSAS AND ANDREW TOWERS INC. PERTAINING TO THE ISSUANCE OF THE 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 Andrew Towers Inc. (the "Company"), is 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: • -2- MEMORANDUM OF INTENT This Memorandum of Intent is between the City of Fayetteville, Arkansas, (hereinafter referred to as the "Municipality"), and Andrew Towers Inc. (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 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 911), 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 futherance of the public purpose of Act 9), it is proposed that a manufacturing plant (consisting of lands, buildings, and equipment) (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 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 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 necessary4steps 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. In this regard, it is estimated at this time that the cost of the Project will be in an amount not to exceed $10,000,000.00. 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"). (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 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 payments (i.e., the rents or payments to be used to pay the principal of, premiums, if any, and interest on 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: -4- (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 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 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 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 such 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 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 • -5- 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 /1 day of Thal , 1983, CITYYETTEVerRKANSAS By: MAYOR ANDREW TOWERS INC, By: 0.J ,X°. 474.a Title: President • a -6- 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 AND APPROVED this /7ye day of /Mut , 1983. r ATTEST s'AZ • 441 ose •rt. mist, GIT CLERK (Ad! , 4 42, (SEA4)191,t7a ArGVED: MAYOR eL/