RES NO 07-03-1989 1-3 Vi 8q
RESOLUTION N0. r 19
RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT
BY AND BETWEEN THE CITY OF VAN BUREN AND
CAPCO PIPE COMPANY, INC. WITH RESPECT TO THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS
TO FINANCE THE COST OF ACQUIRING, CONSTRUCTING AND EQUIPPING
FACILITIES FOR CAPCO PIPE COMPANY, INC.,
AND OTHER MATTERS RELATED THERETO.
WHEREAS, the City of Van Buren (the "City is a first
class duly organized and existing under the laws of the State
of Arkansas, and authorized to issue industrial development
revenue bonds pursuant to Ark. Const. Amend 65. Act No. 9 of
the First Extraordinary Session of the Sixty- Second General
Assembly of the State of Arkansas, approved January 21, 1960,
as supplemented and amended (the "Act and
WHEREAS, Capco Pipe Company, Inc., a corporation organized
and existing under the laws of the State of Alabama (the
"Company and a wholly owned subsidiary of ASARCO, Inc., a
State of New Jersey corporation, has advised the City that it
is considering proceeding with the acquisition and construction
of certain manufacturing facilities within the boundaries of
the City to -wit: the expansion of the existing Company
facility to provide for the manufacturing of PVC piping systems
(the "Facilities and
WHEREAS, the Company has advised the City that a
contributing factor which would further induce the Company to
proceed with providing for the acquisition and construction of
the Facilities would be a commitment and agreement by the City
to issue industrial development revenue bonds pursuant to the
Act (the "Bonds to finance and pay for the Facilities; and
WHEREAS, the Company has proposed to the City that the
Company will be further induced to proceed with providing for
the acquisition and construction of the Facilities if the City
will make such commitment and agreement and adopt the attached
Memorandum of Intent; and
WHEREAS, the Company proposes that the City issue the
Bonds in such aggregate principal amount, presently estimated
to be $5,000,000, as is actually required to finance and pay
for the acquisition and construction of the Facilities (but in
any event said amount of bonds shall not exceed $10,000,000);
and
WHEREAS, the City finds, considers, and declares that the
issuance of the Bonds in such amount and for such purpose will
be appropriate and consistent with the objectives of the Acts,
and that the adoption of the Memorandum of Intent is and
constitutes, and is intended as (i) an inducement to the
Company to proceed with providing for the acquisition and
construction of the Facilities, (ii) the taking of affirmative
official action by the City, acting by and through its City
Council, towards the issuance of the Bonds, and that such
action is, and is intended to be, similar to the adoption of a
bond resolution, within the meaning of Section 1.103- 8(a)(5) of
the U. S. Department of Treasury Regulations relating to
Section 141 of the Internal Revenue Code of 1986, as amended
(the "Code with respect to Qualified Bonds and (iii)
applying to the Company or any "related person" (within the
meaning of Section 147 of the Code) to the Company.
THEREFORE, BE IT RESOLVED by the City Council of the City
of Van Buren, 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 Van Buren, Arkansas (the "Municipality
and Capco Pipe Company, Inc., a Alabama corporation, in
substantially the form and with substantially the contents
hereinafter set forth, and the Mayor and the City
Clerk /Treasurer 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 attached hereto.
Section 2. That the adoption of this Resolution shall be
deemed to constitute the acceptance of the Company's proposal
that it be further induced to proceed with providing for the
acquisition and construction of the Facilities.
Section 3. That immediately after the adoption of this
Resolution the acquisition and construction of the Facilities
may commence and continue to completion in accordance with
methods and procedures determined by the Company, or by the
Company and the City, pursuant to the attached Memorandum of
Intent and the agreement it constitutes.
Section 4. That the City Clerk /Treasurer is hereby
authorized and directed to transmit to proper representatives
of the Company one or more certified copies of this Resolution
and such parties are hereby authorized to rely upon the
inducements herein stated in deciding to continue and complete
the acquisition and construction of said Facilities.
Section 5. That the Mayor and City Clerk /Treasurer be,
and they are hereby authorized and directed, for and on behalf
of the Municipality, to do all things, execute all instruments
and otherwise take all action necessary to the realization of
the Municipality's obligations under the Memorandum of Intent.
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Section 6. That this Resolution shall take effect
immediately upon adoption.
PASSED: July 17, 1989.
APPROVED:
_1/ 41
Mayor
l
ATTEST:
N City'Clerk /Treasurer
(SEAL)
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