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RES NO 07-01-1980 el-1/4-1ci So RESOLUTION NO. J /9 6 v A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF VAN BUREN, ARKANSAS AND COBURN OPTICAL INDUSTRIES, INC., PERTAINING TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR FINANCING THE COSTS OF ACQUIRING, CON- STRUCTING 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 "City and Coburn Optical Industries, Inc., a Delaware 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 City. 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 City, to do all things, execute all instruments and otherwise take all action necessary to the realization of the City's obligations under the Memorandum of Intent. ADOPTED: July 21, 1980. APPROVED: ATTEST: /l or City-Clerk (SEAR''- CERTIFICATE The undersigned, City Clerk of the City of Van Buren, Arkansas, hereby certifies that the foregoing pages are a true and 0 compared copy of a resolution passed at a regular session of the City Council of the City held at the regular meeting place of the City Council in the City at /,'Qo o'clock p.m., on the 21st day of July, 1980. 4 00! Si City' Clerk (SEAL) 0 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 Coburn Optical Industries, Inc., a Delaware 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 particularly Act No. 9 of the First Extra- ordinary 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, sell and /or make loans to finance 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, and it is proposed that an expansion to the plant be acquired, constructed and equipped (the "Project It is expected at this time that the Project will consist of a building expansion of approximately 23,000 square feet, plus certain additional machinery and equipment, which will allow the Company to expand its production capability. (c) The Company has determined that prior to commencement of acquisition or construction of the Project, 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 -2- counsel, shall deem appropriate and make the proceeds available for the permanent financing of any part or all of the costs and expenses incurred in acquiring, constructing and equipping the Project. (d) In order to secure and develop industry which will 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 making of loans to finance or the leasing or sale to the Company of all such facilities as are so financed, 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. 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 $1,000,000 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 Act 9 such bonds will not he general obligations of the Municipality, but will be special obligations, and in no -3- 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 bond5or 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 or the making of loans therefor 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 agreements 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 agree- ments 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 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) The Company is informed and understands that all or part of the properties comprising the Project may be exempt from ad valorem taxes by virtue of their ownership by the Municipality, and in such case and as consideration to the Municipality to enter into this Memorandum of Intent, the Company agrees to make payments to the Municipality in lieu of ad valorem taxes in the same amounts as would be paid if the Project were not tax exempt. The details concerning such payments will be embodied in an appropriate agreement between the Munici- pality and the Company. (d) 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. This Memorandum of Intent 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. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Intent by their officers thereunto duly authorized as of the day of /6 1980. CITY OF VAN BUREN, ARKANSAS ATTEST: igiAlLyel4 B Y or City Clerk (SEAL) COBURN OPTICAL INDUSTRIES, INC. ATTEST: By (title) (title) (SEAL) EXCERPTS FROM MINUTES OF A MEETING OF THE VAN BUREN, ARKANSAS CITY COUNCIL HELD July 21 19 80 The City Council of the City of Van Buren Arkansas, met in regular session at its regular meeting place in Van Buren Arkansas at p .m., on the 21st day of July 19 80 The following were present: Mayor Gene Bell City Clerk Ann Graham and Aldermen Iverson Riggs, Hill Alexander, Gene Haggard, Darrell Capelle, Louis Garr, and Charles Sullivan. 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 Mayor a discussion, MEdellUttUh Bell introduced a Resolution entitled: A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF VAN BUREN, ARKANSAS AND COBURN OPTICAL INDUSTRIES, INC., PERTAINING TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR FINANCING THE COSTS OF ACQUIRING, CON- STRUCTING 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 roll being called, the following voted aye: Charles Sullivan, Gene Haggard, Louis Garr, Iverson Riggs, Hill Alexander, and Darrell Capelle. 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 1980 (Matters not relating to the Resolution authorizing a Memorandum of Intent are omitted.) There being no further business, the Council adjourned. /1.44 Mayor ATTEST: a t om.' City Clerk (SEAL)