RES NO 08-01-1981 V-1
RESOLUTION NO.
A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT
BY AND BETWEEN THE CITY OF VAN BUREN, ARKANSAS,
AND RICHARD B. GRIFFIN, PERTAINING TO THE
ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS
FOR FINANCING THE COST OF ACQUIRING, CONSTRUCT
ING 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 Richard B.
Griffin of Fort Smith, Arkansas "Griffin 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
Griffin 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 Municipality's obligations
under the Memorandum of Intent.
PASSED: A/(/C. /7 1981.
APPROVED:
ATTEST:
4.1
Ma or
City Clerk
(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 at he regular meeting place of the Council
at 7; 0 o'clock Q.m., on the /7 _G day of 4 1981.
City Clerk
(SEAL)
0
I i
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 Mr. Richard B. Griffin of Fort Smith,
Arkansas, or assigns, party of the second part (hereinafter
referred to as "Griffin
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 Griffin AGREE:
1. Preliminary Statement. (a) The Municipality is a
duly organized and existing city of the first class under the law.§
of the State of Arkansas and is authorized by by the laws of the
State of Arkansas, including particularly Act No. 9 of the First
Extraordinary Session of the Sixty- Second General Ar::sembly 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
Municipality deems advisable.
(b) Griffin proposes to acquire a site for and
construct and equip facilities for poultry production and
industrial refrigeration and freezer warehousing facilities .at
the Municipality (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 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
Griffin.
(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 Griffin 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 will be
approximately $1,500,000 but bonds will be issued in such amount
as shall be requested by Griffin, 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 Griffin, 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 Griffin for that purpose or the leasing of or sale of the
Industrial Facilities to Griffin (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 Griffin.
(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 Griffin, 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 Griffin. Griffin agrees
as follows:
(a) That he 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 he will enter into such lease, loan agreement,
sale agreement or other appropriate agreement with the
Municipality as Griffin and Municipality determine to use, under'
which Griffin will obligate himself 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 he will take such further action and adopt
such further proceedings as may be required to implement his
aforesaid undertakings or as it may deem appropriate.in pursuance
thereof.
(d) That he 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 Griffin.
IN WITNESS WHEREOF, the parties hereto have entered
into this Memorandum of Intent as of the /f1 day of
VL SI 1981.
CITY OF ANB AAR
ATTEST: By
Ma or
City Clerk
(SEAL)
Richard B. Gr fi