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0869 ~~~~ RESOLUTION i\l0 • ~ (~~ A resolution authorizing and approving a memorandum of intent concerning the approval and issuance of an Act 9 Bond Issue, and for other purposes. Be it resolved by the City Council of the City of West Memphis, Arkansas: Section 1. That the City Council of West Memphis, Arkansas does hereby approve and authorize the issuance of an Act 9 Bond Issue, as more fully described in the memorandum of intent attached hereto as Exhibit "A" and incorporated herein by reference. Section 2. The terms and provisions of the memorandum of intent, above referenced, are hereby specifically approved in substantially the same form as reflected in Exhibit "A" hereto. Section 3: The Mayor and City Clerk are hereby authorized and directed to execute the memorandum of intent reflected in Exhibit "A", as well as all other forms, documents, resolutions and certificates, which may be deemed necessary or advisable to complete the issuance of said bonds, in form substantially simi- lar to that set forth in the memorandum of intent. APPROVED by the City Council of West Memphis, Arkansas this ~ ~-ts. day of `71 ~,`,,,,c,.yt. iti~;~.-: 19 81. n City C erk -; e 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 United Farm Tools, Inc., a WV 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, constructing and equipping industrial facilities (as defined ire 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 Municipality deems advisable. (b) Tri-State Welding & Machine Work, Inc., an Arkansas corporation, presently owns and operates an industrial plant at the Municipality, which industrial plant is comprised of lands, buildings, improvements, machinery, equipment and facilities. It is proposed that such plant be acquired for use by the Company. Such acquisition and any additional facilities to be acquired or constructed by the Company in connection therewith will be referred to herein as the "Project". (c) The Company has determined that prior to commence- ment of acquisition or construction of the Project, 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 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 employment and payrolls (in furtherance of the public purpose of Act 9), the Municipality is willing to so commit and to proceed with the issuance of such bonds as and when requested by the -2- Company, in principal amounts necessary to furnish such permanent financing subject to compliance with all conditions set forth in Act 9. (e) The Municipality considers that the acquiring, ~e constructing and equipping of the Project, and the making of loans to finance or the leasing or sale to the Company of all such facilities as are so financed, will secure and develop industry ~r- 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. Subject to the conditions stated herein, 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 aggregate principal amount necessary to furnish the permanent financing of all or any part of the costs of accomplishing the Project. In this regard, it is estimated at this time that revenue bonds in the aggregate principal amount of $ 2 Million will be issued. However, the Municipality's commitment i s 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 that amount is more or less than the above estimate. It is understood that as specified in Act 9 such bonds will not be general obligations of the Municipality, but will be special obligations, and in no event will they constitute an indebtedness of the Municipality within the meaning of any constitutional or statutory limitation. The Municipality will not be called upon to pay any costs or expenses incurred in connection with the authorization and issuance 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, 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 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 leases, sale agreements or other agreements between the Municipality and the ~c z -3- Company, shall be sufficient to pay the principal of, premium, if any, and interest on the bonds when due. The leases, sale agreements or other 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 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. Undertakings on the Part of the Company. Subject to the conditions stated herein, the Company agrees as follows: (a) That the Company will cooperate with the Muni- cipality in the sale and issuance of the bonds. (b) That the Company 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, premium, 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 ) The Company i s informed and understands that al l or part of the properties comprising the Project may be exempt from ad valorem taxes by virtue of their ownership by the Municipality, and in such case and as consideration to the Municipality to enter into this Memorandum of Intent, the Company will agree to make payments to the Municipality in .lieu of ad valorem taxes. The amount and other details concerning such payments will be embodied in an appropriate agreement between the Municipality and the Company. (d) That the Company will pay all costs of the Project, costs and expenditures incidental thereto, and financing costs (including all costs of authorizing and issuing the bonds) not paid from the proceeds of the bonds . (e) That the Company will take such further action and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 4. General Provisions. This Memorandum of Intent shall continue in full force and effect until the Project and its financing by bonds 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 =. -4- maturities, interest rates, redemption provisions and other details. It is also understood that the bonds to be issued pursuant to this Memorandum of Intent may be issued under the Constitution and laws of the State of Arkansas other than Act 9 as the Municipality shall deem appropriate or desirable. In the case of each issue, and of each series, the Municipality will take appropriate action under Act 9 or such other laws as the Municipality shall deem appropriate or desirable, 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 Municipality and the Company have entered into this Memorandum of Intent by their officers thereunto duly authorized, as of the )q-t~, day of ~.,,~.~~,,(,~,~,~,,,a , 1981. CIT WEST MEMPHIS, AS ATTEST: ayo City Jerk (SEAL) ATTEST : ~~---.__. c -~/ r (title) (title) (SEAL)