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0263 /4 RESOLUTION NO. 26 3 -80 A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF JACKSONVILLE, ARKANSAS, AND STANDEX INTERNATIONAL CORPORATION, PERTAINING TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS AND FINANCING THE COSTS OF ACQUIRING, CONSTRUCTING, AND EQUIPPING INDUS- TRIAL FACILITIES; AND PRESCRIBING OTHER MATTERS RELATING THERETO BE IT RESOLVED by the City Council of the City of Jack- sonville, 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 Jacksonville, Arkansas (the "Municipality "), and Standex International Corporation, 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 Municipality. The Memo- randum of Intent is approved in substantially the form sub- mitted 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 exe- cuting 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. ADOPTED: AUGUST 21 , 1980. ATTESST: APPROVED: Mayor (SEAL) APPROVED AS TO FORM: R City Attorney MEMORANDUM OF INTENT This MEMORANDUM OF INTENT is between the City of Jack - sonville, Arkansas, party of the first part (hereinafter referred to as the "Municipality "), and Standex International r Corporation, 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 consideration, 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 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 operates an existing manufacturing plant, at the Municipality and proposes to undertake an expansion program which will consist of lands, buildings, improvements, machinery, equipment, and facilities (the "Industrial Facil- ities"), and has requested a commitment from the Municipality that it issue industrial development bonds and make the pro- _ ceeds available for the permanent financing of all or part of i the costs and expenses incurred in acquiring, constructing, and equipping the Industrial Facilities. RESOLUTION NO. 2 6 3- 8 0 PAGE 2 (c) The Municipality is willing to so commit and to pro- ceed 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 Indus- t trial Facilities. In this regard, it is estimated at this time that the costs of accomplishing the Industrial Facilities will not exceed $1,400,000, but bonds will be issued in such amount as shall be requested by the Company, whether that amount is more or less than $1,400,000 (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 authori- zation, sale and issuance of the Bonds, the acquiring, con - structing, and equipping of the Industrial Facilities, the loan of the proceeds of the Bonds to the Company for that pur- r _ pose 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 confor- mity with Act 9 and any other applicable federal and state RESOLUTION NO. 2 6 3- 8 0 PAGE 3 laws and upon terms and conditions mutually satisfactory to the Municipality and the Company. r— (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 appli- cable) 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 with reference to any Industrial Facilities which are exempt from ad valorem taxes under Arkansas law by virtue of their ownership by the Municipality, the Munici- pality and the Company will enter into an agreement for payments in lieu of taxes on terms mutually acceptable. • RESOLUTION NO. 2 6 3- 8 0 PAGE 4 (d) That it will take such further action and adopt such further proceedings as may be required to implement its afore - f' said 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 Industrial Facilities and their financing by Bonds, as herein specified, is accomp- lished, 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 appro- priate 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 21st day of AUGUST , 1980. CITY OF JACKSONVILLE, ARKANSAS ATTEST: Mayor City Clerk (SEAL) STANDEX INTERNATIONAL CORPORATION ATTEST: (Title) (Title) (SEAL)