RES NO 02-02-1980 f
RESOLUTION NO. n_-2y3
/93 C7
A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT
BY AND BETWEEN THE CITY OF VAN BUREN, ARKANSAS,
AND TATE CONTAINERS, INC., PERTAINING TO THE
ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE
BONDS FOR FINANCING THE COSTS OF ACQUIRING,
CONSTRUCTING AND EQUIPPING INDUSTRIAL FACILITES;
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 Tate Containers, Inc., an Arkansas 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.
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: u a, /J' 1980.
APPROVED:
ATTEST:
-adar -A A Mayor
City C1' k
(SEAL)
0
t
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 regular session of the City Council
of Van Buren, Arkansas, held at the regular meeting place
of the Council at 740 o'clock 9.m., on the /R day
of 1 1980.
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 Tate Containers, Inc.,
an Arkansas 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 particulary 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 Municipality deems advisable.
(b) The Company presently operates an industrial plant
at the Municipality (the "Plant and the Municipality has here-
tofore authorized and issued its Industrial Development Revenue
Bonds Tate Containers, Inc. Project, Series A, dated June 1,
1978, in the aggregate principal amount of $500,000, in connection
with an expansion to the Plant. It is now proposed that
additional industrial facilities be acquired, constructed and
equipped (the "Project as part of another expansion to the
Plant. It is expected at this time that the Project will consist
of an expansion building or buildings, plus related machinery
and equipment, to be utilized by the Company for the manufacture
of corregated boxes.
(c) The Company has determined that 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 avail-
able for the permanent financing of all or any part of the
costs and expenses incurred in acquiring, constructing and
equipping the Project.
(d) In order to secure and develop industry which
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 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,
constructing and equipping of the Project and the leasing or sale
thereof to the Company, 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 Muni'cipalitz.
Subject to the conditions above stated, 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 $500,000 will be issued. However, the
Municipality's commitment is 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 and whether the 'additional facilities
finally acquired, constructed and equipped are identical to or
are different from the facilities presently expected to constitute
the Project. It is understood that as specified in the Act
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 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, premiums,
if any, and interest on the bonds) payable under leases, sale
agreement or other agreements between the Municipality and the
Company, shall be sufficient to pay the principal of, premiums,
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
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. Subject
to the conditions above stated, the Company agrees as follows:
(a) That it will cooperate with the Municipality in
the sale and issuance of the bonds.
(b) That it will enter into such leases, sale agree-
ments, 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, premiums, 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) 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.
4. General Provisions. (.a) This Memorandum shall
continue in full force and effect until the Project and its
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.
(b) With reference to the Project or any part thereof
which is exempt from ad valorem taxes under Arkansas law by
virtue of its ownership by the Municipality, the Company agrees
to pay, for distribution to the ad valorem taxing authorities,
payments in the same amounts as would he paid if the Project or
portion thereof were not tax exempt.
IN WITNESS WHEREOF, the parties hereto have entered
into this Memorandum of Intent by their officers thereunto duly
authorized as of the d ay of t 1980.
CITY OF V• BUREN, ARKANSAS
ATTEST:
BY Latta. 4
Mayor
City Clerk
(SEAT.,;__
TATE CONTAINERS, INC.
ATTEST:
By
(title)_
(title)
(SEAL)
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