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6485 ♦ , 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 -2- 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, -3- . • 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. -4- i 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. 1 -5- • 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) -6- 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 -7-