0960r
RESOLUTION
OF THE CITY OF WEST MEMPHIS
ARKANSAS
PREFACE ~`~:°N-~-~~w-~-~ ~ ~ ~
SUBJECT: A RESOLUTION AUTHORIZING A MEMORANDUM OF.
INTENT BY AND BETWEEN THE CITY OF WF.ST•
MEMPHIS, ARKANSAS, AND FOXCRAFT TRAILER
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.
SPONSORED BY: Alderman)
Doug Morris
Alderman
Mayor
DATE OF COUNCIL MINUTES PASSED;
MONTH
DAY •YEI~R
~~~
'~ S~¢
'~
i
RESOLUTION N0. _
A RESOLUTION AUTHORIZING A MEMORANDUM OF
INTENT BY AND BETWEEN THE CITY OF WEST
MEMPHIS, ARKANSAS, AND FOXCRAFT TRAILER
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 City Covncit of the City of West
Memphis, Arkansan:
Section 1. That there he, and there is hereby
authorized the execution and delivery of a Memorandum of Intent
by and between the City of West Memvhis, Arkansas (the
"Municipat3ty"), and Foxcraft Trailer Company, Inc., an Arkansas
corporation (the "Comvany"), 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 Municivatity. The
Memorandum of Intent is approved in svbstantiatty the form
avbmitted to this meetine, and the Mayor is hereby authorized to
confer with the Comvany in order to complete the Memorandum of
Intent in substantially the form submitted to this meeting with
such chanties ac shall. be approved by such persona executive the
document, their execution to constitute conclusive evidence of
such approval.
Section 2. That the Mayor and city Clerk be, and they
are hereby authorized and directed, for and on behalf of the
Munir_ivality, to do alt things, execute alt instruments and
~v otherwise take all. action necessary to the realization of the
Municipality's obligations under the Memorandum of Intent.
ASSED: ~ ~ 1984. ~ ~
~ ~' PROVED
ATTEST:
ciky
(SEAL)
ayor
== ~i .
CERTIFICATE
The vndersiened, City Clerk of West Memphis, Arkansas,
hereby certifies that the foreQoine is a true and compared co~v
of a resolution vassed at a ~c ~a ~ session of the City
' Council ~f West Memphis, Arkansas, held at the regular meetine
place of the Covnci t at ~~ ~ p o'clock .m. , on the ~.., day of
~. - . C~~ ~.~we 19 8 4 .
Ci y erk
(SEAL)
v v/
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 FOXCRAFT TRAILER COMPANY, INC.,
an Arkansas corporation party of the second part (hereinafter
referred to as the "Company").
IN CONSIDERATION of the undertakines of the parties
set forth herein and the benefits to be derived therefrom and of
other good and vatuabl.e considerations, receipt of which is
hereby acknowledged by the parties, the Municipality and the
Company AGREE:
1. Preliminary Statement. (a) The Municipality is a
dvl.y or¢anized and existing city of the first class under the
laws of the State of Arkansas and is authorized by the taws of
the State of Arkansas, including particvl.arly 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 egvippine industrial. facilities
(as defined in and authorized by Act 9) and to tease, se 1. 1.
and/or make loans to finance the game for such rentals and
payments and upon Ruch terms and conditions as the Mvnicipality
deemR advisable.
(b) In order
wilt furnish substantial
~f the public pvrpoRe
industrial. facility
improvements, machinery,
constructed and equipped
to secure and develop industry which
employment and payrolls (in furtherance
of Act 9), it is proposed that an
(consistine of lands, bvitdines,
equipment and facilities) be acquired,
(the "Industrial Facilities"),
(c) The Company has determined that prior to
commencement of acquisition, construction and equipment of the
Industrial Facilities, it must obtain a commitment from the
Municipality that it wilt issue revenue bondR under Act 9 as the
Company and the Municipality, upon advice of counsel, shalt deem
appropriate and make the proceeds available for the permanent
financine of any part or al.t of the costs and expenses incurred
in acquirine, constructive and equippine the Industrial
FacilitieR.
(d) The Municipality is wittine to sn commit and to
proceed with the issuance of Ruch bonds as and when requested by
the Company, in principal amounts necessary to furnish such
permanent financine subject t~ compliance with alt conditions
set forth in Act 9.
L
(e) The Municipality considers that the acquiring,
constructing and egvippine of the Industrial Facilities, and the
making of loans to finance or the teasine or sate to the Company
of all. such facilities as are so financed, wilt secure and
develop industry and thereby promote the eeneral health and
` economic welfare of the inhabitants of the Municipality and
adjacent areas.
2. Undertakings on the Part of the Municipality. 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 revenue bonds under Act 9, in the aeeregate principal
amount necessary to furnish the permanent financing of a1.1. or
any part of the costs of acquiring, constructing and egvippine
of the Industrial. Facilities. In this reeard, it is estimated
at this time that the cost of accomplishing the Industrial.
Facilities will. be in the amount of approximately $1,000,000 but
bonds will be issued in such amount as shall. be requested by the
Company whether that amount is more or less than $1,000,000 (the
"Bonds").
(b) That i t wi tl., at the proper time and subject in
alt respects to the recommendation and approval of the Company,
have the Bonds underwritten and wilt adopt, or cause to be
adopted, such proceedings and authorize the execution of such
documents as may be necessary and advisable for the
authorization, sate and issuance of the Bonds, the acgvirine,
constructive and equipping of the Industrial Facilities, the
loan of the proceeds of the Bonds to the Company for that
purpose or the teasing or sate of the Industrial Facilities to
the Company (it beine understood that the form of the
transaction will be subsequently determined), alt in conformity
with Act 9 and any other applicable federal 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,
premium, if any, and interest nn the Bonds) payable under lease,
loan agreement or sate agreement (whichever is appticabl.e)
between the Municipality and the Company, shalt be sufficient to
pay the principal of, premium, if any, and interest on the Bonds
when due.
(d) That it will. take or cause to be taken such other
action and adopt such further proceedings as may be required to
implement the aforesaid undertakings or as it may deem
appropriate in pursuance thereof.
' ,'
3. UndertakingG on the Part of the Company. The
Company agrees as fottowG:
(a) That will. wilt cooperate with the Municipality in
the Gale and iGGVance of the BondG to the end of achieving
timely and favorable marketing thereof.
(b) That it wilt enter into Guch leaGe, than
agreement, Gale agreement or other appropriate agreement with
the Muni cipati ty aG the Company wi tt obti gate i tGel f to pay to
the Municipality rentG or paymentG Gufficient to pay the
principal of, premium, if any, and intereGt on the BnndG when
due.
(c) That it witT. take Gvc.h further action and adopt
Guch further proceedingG aG may be required to implement the
aforeGaid vndertakingG or aG it may deem appropriate in
purGUance thereof.
4. General ProviGionG. (a) ThiG Memorandum of Intent
Ghatt continue in full force and effect until the InduGtriat
Facil.itieG and itG financing by BondG, aG hereinafter Gpecified,
iG accomptiGhed, and in thiG regard it iG underGtood that there
may be Geparate iGGVeG of BondG, and Geparate GerieG within a
particular iGGVe, with different maturitieG, intereGt rateG,
redemption proviGionG and other detail.G. In the caGe of each
iGGVe, and of each GerieG, the Municipality will. take
appropriate action by ordinance or reGOl.ution, to Gett and
authorize the BondG and to authorize and execute Gvch agreementG
and documentG aG may be determined neceGGary or deGirabte by the
Municipality and the Company.
(b) The Municipality and the Company will enter into
an agreement whereby the Company will make paymentG in lieu of
ad valorem taxeG on the InduGtriat Fac3litieG, in amovntG aG
agreed upon between the Municipality and the Companv.
IN WITNESS WHEREOF, the Municipality and the Company
have entered into thiG Memorandv~he f I~aant by heir officers
thereunto duty authorized, ac of
c~ y ~ 1984.
OF WE T MEMPH y'.~~
ATTEST: w ~~ / ~ >. /~ ~ ~NS~
By
city cl
(SEAL)
ATTEST:
ayor
FOXCRAFT TRAILER COMPANY, INC.
By
(title)
(SEAL)
(title)
~ .; s
CERTIFICATE
STATE OF ARKANSAS )
(SS
COUNTY OF CRITTENDEN)
The undersigned, City Clerk of the City of West Memphis,
Arkansas, hereby certifies that the above and foregoing is
a true and complete and correct copy of
as the same appears in the official records of said City.
IN WITNESS WHEREOF, I have hereunto set my hand as City
Clerk of the City of West Memphis, Arkansas, and the Official
~' on this day of ~ 19
~ ~ Seal of said City,
~r°
.CITY CLERK, CITY OF WEST NIEb4PHIS
CRITTENDEN COUNTY, ARKANSAS
~r
(SEAL)