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07714 '~ RESOLUTION NO. ~~ J i A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF WEST MEMPHIS, ARKANSAS, AND MAPHIS CHAPMAN CORPORATION PERTAINING TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR FINANCING THE COSTS OF EQUIPPING INDUSTRIAL FACILITIES; AND PRESCRIBING OTHER MATTERS RELATING THERETO. BE IT RESOLVED by the City Council of the City of West Memphis, 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 West Memphis, Arkansas (the "Municipality"), and Maphis Chapman Corporation (the "Company"), 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 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: ;, ~:, T~. RANEY ~& SONS, INC. ~,J,IM~A'LEXANDER a~~~ ~ ~ To ree 1 - 800 - 643-5516 200 Louisiana -~1.~;~ ~~4,.,4 ` " Business (501) 372-7311 P.O. Box 3647 "'-u ~ ., . ,,~ ~,..,_ ~ -~ Ark. W ats 1- 800 - 482-9680 Little Rock, Ark. 72203 ' 3~ ., , ~ ~ ;, Home (501) 835-6329 t1 ~" Q ~f + . Sectio*~ 2. That the "~ayor and City Clerk be, and the1 are hereby authorized and directed, for and on behalf of the Alunicipality, to do all things, execute all instruments and other- ~~rise take all action necessary to the realization of the _4unicipality's obligations under the ~'!emorandum of Intent. PASSED : ~~///~ ~ , 19 8 0 . APPROVED: - ATTEST: Mayor it 1 r (SEAN ) l «. '> - . - ~~.~ CERTIFICATE T:Ze undersigned, City Clerk of West Memphis, Arkansas _ hereby certifies that the foregoing is a true and compared copy of a resolution passed at a ~~ uSL..,,~ session of the City .Council a h ld at the re ular meetin~ a of West Memphis, Arkans s, e g g pl ce of the Council at ;,;:; ~^ o'clock ~.m. , on the ~~ day of ~, 1980. ity C er' (SEAL) 'r`, 'fir v~ P4E*4ORANDUM 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 Maphis Chapman Corporation, a Virginia 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 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 9"), to issue revenue bonds for financing the costs of acquiring, construct- ing and equipping industrial facilities (as defined ir. 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) The Company proposes to undertake the acquisition, r construction and equipment of an industrial project which will consist of lands, buildings, improvements, machinery, equipment and facilities (the "Industrial Facilities"), and has requested a commitment from the Municipality that it issue industrial development bonds and make the proceeds available for the permanent financing of all or part~of the costs and expenses incurred in equipping the Industrial Facilities. z (c) The Municipality is willing to so commit and to proceed with the issuance of such bonds as and when requested by the Company, based upon the terms and conditions set forth herein. (d) The equipping of the Industrial Facilities 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. 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 financing of all or any part of the costs of acquiring, constructing and equipping of the Industrial Facilities. In this regard, it is estimated at this time that the costs of accomplishing the Industrial Facilities will not exceed $1,500,000, but bonds will be issued in such amount as shall be requested by the Company, whether that amount is more or less than $1,500,000 (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 the authorization, sale and issuance of the Bonds, the equipping of the Industrial Facilities, the loan of the proceeds of the Bonds to the Company for that purpose or the leasing of or sale of the Industrial Facilities financed by the Bonds to the Company (it being understood that the form of the transaction will be subsequently determined), 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, premium, if any, and interest on the Bonds) payable under the lease, loan agree- ment or sale agreement (whichever is applicable) between the Municipality and the Company, shall 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 acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. ' (e) That a series of Bonds in the principal amount of $1,000,000 will be guaranteed by the Department of Economic Develop- ment (of the State of Arkansas). In this regard, the Municipality will cooperate with the Company in obtaining such a guaranty from the Department of Economic Development (of the State of Arkansas). (f) That a series of Bonds in the approximate principal amount of $500,000 be purchased by National Bank of Commerce, Memphis, Tennessee. 3. Undertakin s on the Part of the Company. 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 lease, loan agreement, sale agreement or other appropriate agreement with the Municipality as the Company and Municipality determine to use, under which the Company will obligate itself to pay to the Municipality rents or payments sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. (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. (d) That it will make payments in lieu of ad valorem taxes on the Industrial Facilities financed by the Bonds in an amount to be fixed by an agreement between the Municipality and the Company. .~y ~.. 4. General Provisions. (a) 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 as set forth above, 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. (b) It is recognized that the Industrial Facilities may be operated by a subsidiary of the Company and that the rights of the Company hereunder may be assigned, upon assumption of the obligations hereof. 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 WEST MEMPHIS, ARKANSAS ~~ By Mayor ATTEST: City rk (SEAL) ATTEST: MAPHIS CHAPMAN CORPORATION By (title) (title) ' (SEAL)