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RESOLUTION NO. 6 ,485
A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY
AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS AND
BRANDON FURNITURE 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
Little Rock, Arkansas :
Section 1 . That there be, and there is hereby autho-
rized the execution and delivery of a Memorandum of Intent by and
between the City of Little Rock, Arkansas (the " Issuer" ) , and
Brandon Furniture Company, Inc . , an Arkansas corporation, 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 Issuer. The form and content of
the Memorandum of Intent, which are approved and which are made a
part hereto, shall be substantially as follows:
MEMORANDUM OF INTENT
This MEMORANDUM OF INTENT is between the City of Little
Rock, Arkansas, party of the first part (hereinafter referred to
as the "Issuer" ) , and Brandon Furniture 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, receipt of which is hereby
acknowledged by the parties, the Issuer and the Company AGREE:
1 . Preliminary Statement. (a) The Issuer is a
municipal corporation duly existing under the Constitution and
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, reconstructing, improving and equipping industrial
facilities (as defined in and authorized by Act 9 ) and to lease,
sell, and/or make loans to finance the same for such rentals and
payments and upon such terms and conditions as the Issuer deems
advisable.
(b) The Company presently operates retail furniture
stores in the cities of Little Rock and Hot Springs and warehouse
facilities in the City of Little Rock. The Company proposes to
acquire an approximately nine (9) acre site at 12th and University
Streets in Little Rock, donate approximately four and one-half (4
1/2 ) acres thereof to the Arkansas State Highway and
Transportation Department for development and use as a commuter
parking lot for bus users, and to construct and equip on the
remainder an 80, 000 square foot building for use by the Company as
a corporate headquarters, additional warehouse space and
distribution center (to serve all of the Company' s retail
outlets) , and an additional retail furniture store. This new
facility will employ in excess of eighty (80) people and will not
reduce employment at the other facilities of the Company. Such
acquisition, construction and equipment will be herein referred
to as the "Project" . The site is located within the University
Park Urban Renewal Project and is being acquired from the Housing
Authority of the City of Little Rock. In this regard, the Company
agrees that the site will not be used in any manner that would be
in violation of the Urban Renewal Plan for the University Park
Urban Renewal Project.
(c) The Company has determined that prior to commence-
ment of the Project, it must obtain a commitment from the Issuer
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that it will issue revenue bonds under Act 9 as the Company and the
Issuer, upon advice of counsel, shall deem appropriate and make
the proceeds available for the permanent financing of any part or
all of the costs and expenses incurred in acquiring, constructing
and equipping the Project.
(d) In order to secure and develop industry which will
furnish and will assure the continuation of substantial employ-
ment and payrolls (in furtherance of the public purpose of Act 9) ,
the Issuer is willing so to 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 Issuer considers that the acquiring,
constructing and equipping of the Project, and the furnishing of
permanent financing therefor, will secure and develop industry
and thereby promote the general health and economic welfare of the
inhabitants of the Issuer and adjacent areas.
2 . Undertakings on the Part of the Issuer. The
Issuer 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 neces-
sary to furnish the permanent financing of any part or all of the
costs of accomplishing the Project. In this regard, it is esti-
mated at this time that revenue bonds in the aggregate principal
amount of $3, 000, 000 will be issued. However, the Issuer' s
commitment is to issue revenue bonds under Act 9 in such amount as
shall be requested by the Company for accomplishing all or any
part of the Project, whether or not that amount is more or less
than the above estimate and whether or not the facilities finally
acquired, constructed and equipped are identical to or different
from the facilities presently expected to constitute the Project.
It is understood that, as specified in Act 9, such bonds will not
be general obligations of the Issuer but will be special obliga-
tions, and in no event will they constitute an indebtedness of the
Issuer within the meaning of any constitutional or statutory
limitation. The Issuer will not be called upon to pay any costs or
expenses incurred in connection with the authorization and is-
suance of the bonds, and all such costs and expenses will be paid
out of the proceeds of the bonds or by the Company.
(b) That it will, at the proper time and subject in all
respects to the recommendation and approval of the Company, 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,
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constructing and equipping of the Project, and for the leasing or
sale thereof or the making of loans therefor 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
Issuer 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 the bonds) payable under leases or sale
agreements or loan agreements between the Issuer and the Company,
shall be sufficient to pay the principal of, premiums, if any, and
interest on the bonds when due. Any leases, sale agreements or
loan 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. The
Company agrees as follows:
(a) That it will cooperate with the Issuer in the sale
and issuance of the bonds.
(b) That it will enter into such leases, sale agree-
ments, loan agreements or other appropriate agreements with the
Issuer under which the Company will obligate itself to pay to the
Issuer 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 pursuance
thereof.
4. General Provisions. 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
Issuer 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 Issuer and the Company.
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5 . Covenants and Representations on the Part of the
Company. The Company covenants and represents:
(a) That, to the extent that property financed from the
proceeds of the Bonds is exempt from ad valorem taxes, it will make
annual payments in lieu of taxes in amounts equivalent to the tax
that would be due and payable if such property were not exempt. An
appropriate agreement covering the details of the payments will be
entered into and delivered at or before the issuance of the Bonds.
(b) That it will pay to the Issuer, upon issuance of the
Bonds, an administrative charge equal to the amount established by
Ordinance No. 13, 683, as compensation to the Issuer for
administrative services performed in connection with the issuance
of the Bonds.
(c) That it will pay to the Issuer annually so long as
the Bonds are outstanding an annual administrative charge in an
amount to be determined by agreement between the Company and the
Issuer prior to issuance of the Bonds.
(d) That it is an equal opportunity employer and does
not discriminate against job applicants or employees on the basis
of race, sex, color, national orgin, religion or age.
(e) That the Project will not create any pollution not
normally expected from a facility of its kind.
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IN WITNESS WHEREOF, the parties hereto have entered
into this Memorandum of Intent by their officers thereunto duly
authorized as of the day of , 1980.
CITY OF LITTLE ROCK, ARKANSAS
ATTEST:
By
Mayor
City Clerk
(SEAL)
BRANDON FURNITURE COMPANY, INC.
ATTEST:
By
(title)
(title)
(SEAL)
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Section 2 . That the Mayor and City Clerk be,
and they are hereby authorized and directed, for and on behalf of
the Issuer, to do all things, execute all instruments and other-
wise take all action necessary to the realization of the Issuer' s
obligations under the Memorandum of Intent.
ADOPTED: December 16 , 1980.
APPROVED:
ATTEST:
.JA•ry„
40 Mayor
rity Cle
(SEAL)
I
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