08834
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RESOLUTION NO.
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 "City"), and Builders Transport, Inc., a Georgia
corporation, party of the second part (hereinafter referred to as
the "Borrower").
IN CONSIDERATION of the undertakings of the parties set forth
herein and the benefits to be derived therefrom and of other good
' and valuable considertaions, receipt of which is hereby
acknowledged by the parties, the City and the Borrower AGREE:
1. Preliminary Statement. (a) The City is a duly existing
municipality 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 City deems advisable.
(b) The Borrower (or one of its affiliates) proposes to
acquire, construct, install and equip a truck terminal and
related facilities in the City (the "Industrial Facilities"), and
has requested a commitment from the City that it issue industrial
development bonds and make the proceeds available for the
financing of all or part of the costs and expenses incurred in
acquiring the Industrial Facilities.
(c) The City is willing to so commit and to proceed with the
issuance of such bonds as and when requested by the Borrower.
(d) The acquisition of the Industrial Facilities will secure
and develop industry and thereby promote the general health and
economic welfare of the inhabitants of the City and adjacent
areas.
(e) The obligations set forth in this Memorandum of Intent
shall apply both to the Borrower and to any assignee permitted
hereby.
2. Undertakings on the Part of the City. The City agrees as
follows:
(a) That when requested by the Borrower, it will authorize
and take, or
bonds under
furnish the
acquisition,
Facilities.
the costs of
cause to be taken, the necessary steps to issue
Act 9, in the aggregate principal amount necessary to
financing of all or any part of the costs of the
construction and equipping of the Industrial
In this regard, it is estimated at this time that
accomplishing the acquisition, construction and
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equipping of the Industrial Facilities will not exceed
$1,200,000.00, but bonds will be issued in such amount as shall
be requested by the Borrower, whether that amount is more or less
than $1,200,000.00 (the "Bonds").
(b) That it will, if requested by the Borrower, at the
proper time and subject in all respects to the recommendation and
1 approval of the Borrower, have the Bonds underwritten and will
adopt, or caused 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
acquisition, construction and equipping of the Industrial
Facilities, the loan of the proceeds of the Bonds to the Borrower
for that purpose or the leasing of or sale of the Industrial
Facilites to the Borrower (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
City and the Borrower.
(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
agreement or sale agreement (whichever is applicable) between the
City and the Barrower, 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 therof.
3. Undertakings on the Part of the Borrower. The Borrower
agrees as follows:
(a) That it will cooperate with the City 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 City as the
Borrower and the City determined to use, under which the Borrower
will obligate itself to pay to the City 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, if necessary, make payments in lieu of ad
valorem taxes for distribution to the ad valorem taxing
authorities on all facilities financed by the Bonds. In this
regard, an appropraate agreement covering the detail of the
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payment will be entered into and delivered at or before the
closing of the Bond issue.
4. General Provisions. (a) This Memorandum of Intent 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 City 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 City and the Borrower.
(b) It is recognized that the Industrial Facilities may be
operated by the corporate parent or an affiliate of the Borrower
and that the rights of the Borrower hereunder may be assigned,
upon assumption of the obligations hereof, to such parent or
affiliate.
IN WITNESS WHEREOF, the parties hereto have entered into this
Memorandum of Intent by their officers thereunto duly authorized
as of the 6th day of May, 1982.
CITY 0 WEST MEMPHIS
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• By:
V i~~ May r
ATTEST:
_City "Cler
_ (seal)
BUI
By.
ATTEST
T i t e : ~ ~ «~,
($AaI)
9.,
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CERTIFICATE
I,~~j-~tJ ~~~J~ City Clerk of the City of of West
Memphis, Arkansas, do hereby certify that the following
resolution was adopted and approved by the City Council of said
municipality by a vote of 1v to C~ at a meeting duly called and
held on May 6, 1982 at which a quorum was at all times present.
"RESOLVED, that the execution, delivery and performance of a
Memorandum of Intent in the form presented to this meeting,
providing, among other things, for the issuance by this City
of revenue bonds for financing the cost of acquiring,
constructing and equipping a facility to be operated by
Builder's Transport, Inc., a Georgia corporation, or its
parent or any of its affiliates, is hereby authorized,
ratified, confirmed and approved."
City Cler
May 6, 1982
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STATE OF ARKANSAS
NOTICE COUNTY OP' CRITTN~NDEN ~-r~~...,.~ ~~vi-~•~_.__
Nafice +s hereb _~ "`~
y given
that p hearing will be held I, Alexander P. Coubter, do solemnly swear that I am publi :her 6f the I';venin~
tteforp the city Council of Times, a daily newspaper, published in the count and state aforesaid, that I was so
the City of West Memphis, .related to this ublicat.ion at and durin the ublication of the annexed legal adver-
Arkansas {the "City"), on the p i' p
question at the adoption of tisemert in tl9e case of
an ordinance outhorixing the
issuabce of S60t),000 in In•
-iusrrial iJevetopment Warr;inQ Order No. ____..
Revenue Bonds the 4 - .. _ _____ . ._ ___.--- ._ _.-
°8onc~s"? under the authority 1'rabd~e Not7Ce PdO. -__ .._ _.-.- - ~
of Ach flG, 9 of the Ffrsf Ex• __..__.___._ __..__---.
troordir,ary Session al RtE ~
Sixty,Seec~:~d Goneroi COmmla:,lo:?er'S Sale N0. _.
i
r~msteigtu~ p O'' ~ Stu! ~ of
Arkgnsas, approved r COUr..y t,;Olll`[ 14OLiCe 1'e .- _w_.. ___-._.-__. ~
Janucby 21,.9440. as omend• _
ed {'.pct 9"j, to provide a ..__ /~ ~. -E -~-,`" -~.
portion of rite permanent -_-. -_-.-.----__._.
tinon~ing for the atquisitio~,
4onst;uctian and equipping -~_ -- --------- ___...___---
of i+ttfus}ritli foriiifies Con'.
sistinp a! -an+i, buifdings, penQing in the (Circpit-Probate-Chancery-County) Court. in said county; that i>tze dates
.machinery. equ9ptnent and of the se~~eral publications of said advertisement are hea-einaft~r stated, and ti~at. during
facilHies {Phe "industrial Sald ]Je~Otl. and said dates said re:vsp:;xr was printrvct a'zd p+;9bti9hett let said county
Facilities°} to be !orated in and had a :.~Jria fide circulation therein for the read of cne month befor° tl7e -date of
the City. and leased to PB' .
Builders leans art, Inc„ a the first pu,blic~.tipn of said advert?cement; and that skid advertisement was pirbii4hed
Borgia orporation, all
pursuant to o tea:e Agree. in the regular issttes of said newspaper fo:• ._ ,.__ _ _ _„__~ .__ consecutive times; the
meet and Tn,st Indentwe first publit~ation thereof was made on the
providing payments suffi•
rient to ravide-for the poy• .
ment of thtt principbl af, __._____
_--- - ------ -----__ - _- ____ -_ da of -- -- _ _
Y ---_____.-_-.._ __, 19
premium, if any. and im
recast on the Bonds: Any the sc_c,u:~d an the _..-- ---_-_-- _._~ day of ~-_ ____ ._--.---.--____-__ ._ __. 19 --_ ..__
person interested may op• - ,
pear before-rho City Council lilt i.Z.'if ::' On the ___..___ -
on the 5th day of august, ------___._ day tTf _. _. _ --_:___ .__-_ . _ __-.--__.__ 19
t4B2, ot1:30o'clock P.M., in
the Muntipoi Building, in tt:G? foUrt~i On the _.._- _---___._.._ ___ _- __. day Of _._ .. , 19_
the City cf 4ltast M®mphis, ~ --
Arkonsas and be heard for the fifth 0n the day Of lg
sr against the issuance of ---- _--•
the Bonds. At such hearing , M / `" ~'r '
all abiectians and sugges- and the last On the ~ p ~~ ;
lions wit! his 6~oard and con •-
sidered.ond the City Council f ~.~:.'/~ ~ r ,~ '• PpbllS.hi~t'
will Coke such onion as is ~ `' ~~ ~ ~ ~ l ~ ~'
deemed urnpx+r in the SU SC11bed ari{~ sworn to before me this_ t~r;_' clay
prgmisr,t. I
DATEp ihh nt,rh day at Ju• Of c ! ~ ; ,
iY, i4B2. ~._W ~:.L~,_.. ~__. __ _ -_._ ._.,.., ._._._., lit
DAN CRAFT - ~
Ci clerk ~C_.~_rt ~ J ~~1 _~ ~~(~%~~ ~_ ~ +.', Notary Public
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26 hiy Commission Expires ~ -- --%-' ~' ___. ___----
_ _ _.
Fee For Printing $_~ C' .'=~-`~ -- -_-_ __
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