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RES NO 10-01-1982 10 1 l e t $2 RESOLUTION NO. /d /ff A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF VAN BUREN, ARKANSAS, AND GUTHRIE COTTON OIL CO., PERTAINING TO THE ISSUANCE OF INDUSTRIAL 0 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 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 Guthrie Cotton Oil Co., an Oklahoma corporation (the "Company 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 Memorandum of Intent is approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company in order to complete the Memorandum of Intent in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing 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 Municipality, to do all things, execute all instruments and otherwise take all action necessary to the realization of the Munic dpality' s obligations under the Memorandum of Intent. PASSED: 1982. APPROVED ATTEST, 'T., -At w!/�: /f ynr 'City Cler (SEAL) CERTIFICATE The undersigned, City Clerk of Van Buren, Arkansas, hereby certifies that the foregoing is a true and compared copy of a resolution passed at a session of the City Council of Van Buren, Arkansas, held the regular meeting place of the Council at 7 'p p o'clock p m. on the d' Lih day of w-t, 1982 City Clerk (SEAL MEMORANDUM OF INTENT This MEMORANDUM OF INTENT is between the City of Van Buren, Arkansas, party of the first part (hereinafter referred to as the "Municipality and Guthrie Cotton Oil Co., an Oklahoma corporation, party of the second part (hereinafter referred to as "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 No. 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 Municipality deems advisable. (b) It is proposed that an industrial facility (consisting of lands, buildings, improvements, machinery, equipment and facilities) be acquired, constructed and equipped for the storage and drying of grain (the "Industrial Facilities and it has been requested that the Municipality issue industrial development revenue bonds and make the proceeds available for the permanent financing of all or part of the costs and expenses incurred in acquiring, constructing and equipping the Industrial Facilities. (c) The Municipality is willing to so commit and to proceed with the issuance of such bonds as and when requested by the Company. (d) The acquiring, constructing and 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 permanent 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 0 will be approximately $1,750,000, but bonds will be issued in such amount as shall be requested by the Company, whether that amount is more or less than $1,750,000 (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 acquiring, constructing and 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 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 agreement 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. 3. Undertakings 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 if title to all or any part of the Industrial Facilities is held in the name of the Municipality, the Company will make payments in lieu of taxes in the amount equal to the amounts that otherwise would be payable if the properties being financed were subject to ad valorem taxation. 4. General Provisions. 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, 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. IN WITNESS WHEREOF, the parties hereby have entered into this Memorandum of Intent as of the day of 1982. CITYEN ARKANSAS ATTEST: By M ayor City Clerk '(SEAL) GUTHRIE COTTON OIL CO. ATTEST: By (Title) (Title) (SEAL) i EXCERPTS FROM MINUTES OF A MEETING OF THE VAN BUREN, ARKANSAS CITY COUNCIL HELD October 18 1982 9 The City Council of the City of Van Buren Arkansas, met in regular session at its regular meeting place in Van Buren Arkansas, at 7 00 p.m., on the 18th day of October 1982. The following were present: Mayor Robert E. Bell City Clerk Ann Graham and Aldermen Iverson Riggs, Gene Haggard, Louis Garr, Darrell Capelle, Charles Sullivan and Hill Alexander. Absent: None The Mayor stated that consideration should be given to a resolution authorizing a Memorandum of Intent This was a matter with which the Council was familiar and after a discussion, Mayor Bell introduced a Resolution entitled: A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF VAN BUREN, ARKANSAS, AND GUTHRIE COTTON OIL CO., PERTAINING TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR FINANCING THE COSTS OF ACQUIRING, CONSTRUCT- ING AND EQUIPPING INDUSTRIAL FACILITIES; AND PRESCRIBING OTHER MATTERS RELATING THERETO. and the City Clerk read the Resolution in full. -2- Alderman Garr seconded by Alderman Riggs moved that the Resolution be adopted. The question was put by the Mayor on the adoption of the motion and the 0 roll being called, the following voted aye: Alderman Riggs, Haggard, Garr, Capelle, Sullivan and Alexander and the following voted nay: None The Mayor thereupon declared the Resolution adopted and signed the Resolution, which was attested by the City Clerk and impressed with the seal of the City. The Resolution was given No. 1 10 1982 (Matters not relating to the Resolution authorzn s__,------ Memorandum of Intent are omitted.) There being no further busines the Council adjourned. pht ,j Mayor ATTEST: .40 �1 City er (SEAL) CERTIFICATE The undersigned, City Clerk of the City of Van Buren Arkansas, hereby certifies that the foregoing pages numbered 1 and 2, are a true and correct copy of excerpts of the minutes of a meeting of the City Council of Van Buren Arkansas, at a regular session held at the regular meeting place of the Council in the City at 7 00 p_.m., on the 18th day of October 19 8Z and the time and place of the meeting was furnished to each person who made a request therefor in accordance with the provisions of Act No. 93 of the Acts of Arkansas of 1967. 4 1111" ity Clerk (SEAL):