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RESOLUTION NO. __~ I~q_
A RESOLUTION AUTHORIZING THE MAYOR AND THE CITY CLERK
TO EXECUTE A DEED TRANSFERRING TO FIRST NATIONAL BANK
OF HOT SPRINGS, OR ITS ASSIGNS, THE CITY'S INTEREST IN
THE REAL PROPERTY LEASED TO THREE RIVERS PLYWOOD, INC.
WHEREAS, The City of West Memphis, Arkansas, is the
owner of certain real. property which is the subject of
Arkansas Industrial Revenue Bonds - Three Rivers Plvcaood,
Inc. Project, Series 1984, dated Ai.igust 17, 1981, as well,
as certain futures , eq~.iipment and other personal property
acquired with the proceeds of said bond issue; and
WHEREAS, the rights of the City of West. Memphis,
Arkansas, were assigned to First National Bank of Hot
Springs, as Trustee, orr behalf of the bondholders; and
WHEREAS, Three Rivers Plvcaood, Inc., is no longer in
operation at the facilities and the Trustee bias requested
the transfer of title from the City of West:. Memphis to
First National Bank of Ilot Springs, or its assigns;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF WEST MEMPHIS, ARKANSAS, THAT the Mayor and the
City Clerk are hereby authorized to execute a deed
transferring title of the real property subject, of the
Arkansas Industrial Reven~_re :E3onds - Tl~rree 12ivers Plywood,
Inc. Project, Se r.ies 1981, dated August 17, 198-1, and the
fi4~tures and equipment located thereon to First. National
Bank of Hot Springs, as Trustee, or. it.s assigns.
ADOPTED t h i s ~._ d a y o f' ~-~.,~C~_.___ , 19 8 9.
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ATTEST:
DAN CRAFT, ltd C erk
~J
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liE TH M . INGRAM , Matt- r
MEMORANDUM OF INTENT
This Memorandum of INTENT is between the City of West Memphis, Arkansas
party of the first part (hereinafter referred to as the "Municipality"), and
an unidentified Corporation to be named later, 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:
I. 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 9"), to ISSUE
revenue bonds for financing the costs of acquiring, constructing and equipping
industrial facilities (as defined in 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 furtherance of the public purpose of Act 9), it is
proposed that an industrial project (consisting of lands, buildings,
improvements, machinery, equipment and facilities) be acquired, constructed
and equipped (the "Industrial Facilities").
(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 Industrial
Facilities.
(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 Act 9 and subject to receipt of financial information
from the Company reflecting the financial feasibility of issuing the bonds.
(e) The Municipality considers that the acquiring, constructing and equipping of
the Industrial Facilities, and the leasing or sale of all such facilities as are so
financed to the Company, will secure and develop industry and thereby promote
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the general health
and adjacent areas.
and economic welfare of 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 Act 9, in the aggregate
principal amount necessary to furnish the permanent financing of any part of
the costs of accomplishing the Industrial Facilities. In this regard, it is
estimated at this time that the cost of the Industrial Facilities will be in an
amount not to exceed $1,500,000.00. Thus, Industrial Development Revenue
Bonds will issued under Act 9 in such amounts as shall be requested by the
Company for accomplishing all or any part of the Industrial Facilities (the
"Bonds").
(b) That is 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 the authorization, sale
and issuance of the Bonds, the acquiring, constructing and equipping of the
Industrial Facilities, 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 the 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 of desirable, consistent with the authority
conferred by Act 9.
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(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, 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 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 Industrial Facilities and their 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
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.
IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum by
their officers thereunto duly authorized as of the date.
CITY OF WEST MEMPHIS, ARKANSAS
ATTEST:
- - By-
City Clerk May r
~,~ (SEAL)
ATTEST:
By
(title)
(SEAL)
,Inc.
(title)
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