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EXHIBIT 10.6
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (this "MOU") is made this the 24th
day of August, 1998 by and among the STATE OF MISSISSIPPI acting by and through
the MISSISSIPPI DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT ("MDECD"),
MISSISSIPPI BUSINESS FINANCE CORPORATION ("MBFC"), DESOTO COUNTY, MISSISSIPPI
(the "County"), the CITY OF OLIVE BRANCH, MISSISSIPPI (the "City"), XXXXXX
PROPERTIES, INC. AND/OR A SUBSIDIARY OR AFFILIATE OF XXXXXX PROPERTIES, INC.
("Xxxxxx" or "Builder/Lessor") and XXXXXXXX-SONOMA, INC. AND/OR A WHOLLY-OWNED
SUBSIDIARY OF XXXXXXXX-SONOMA, INC. ("Xxxxxxxx-Sonoma" or "Lessee/User").
(MDECD, MBFC, the County, and the City will be collectively referred to as the
"Inducers"; Xxxxxx and Xxxxxxxx-Sonoma will be collectively referred to as the
"Companies.")
X. Xxxxxx is desirous of acquiring land and building for lease to
Xxxxxxxx-Sonoma and Xxxxxxxx-Sonoma is desirous of leasing from Xxxxxx and
equipping a warehousing and distribution facility in DeSoto County, Mississippi
(the initial and all planned future phases thereof being collectively called the
"Project"). Upon completion of the initial phase thereof by Xxxxxx and upon
occupancy thereof by Xxxxxxxx-Sonoma in accordance with its lease,
Xxxxxxxx-Sonoma will make significant employment opportunities available in
association with the facility.
B. MDECD has determined that the proposed Project would benefit the
residents of the State by increasing both employment and tax revenues. The
County and City have similarly determined that the proposed Project will improve
the standard of living for the residents of the City and County and the
residents will further benefit through increased employment opportunity and tax
revenue for the City, County and the school district.
C. The parties hereto wish to set forth their mutual understandings
with respect to the proposed Project and to memorialize their respective
willingness to proceed to accomplish said Project.
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The parties therefore agree as follows:
1. Obligations. Each of the Inducers hereby agrees that, in
consideration of the Companies locating the Project, as fully described herein,
with its employment opportunities, capital investment and future tax revenues in
DeSoto County, Mississippi, it will provide the respective inducements or
incentives to be provided by it as set forth herein. Xxxxxx hereby agrees that
(a) in consideration of the Inducers providing said inducements or incentives,
and (b) in consideration of Xxxxxxxx-Sonoma's willingness to lease the first
building and the land on which it is situated ("Phase I") from Xxxxxx as set
forth in EXHIBITS "A," "A-1" AND "A-2," Xxxxxx will acquire the land required
for Phase I and construct on the land the first building as set forth in
EXHIBITS "A," "A-1" AND "A-2" for lease to Xxxxxxxx-Sonoma. Xxxxxxxx-Sonoma
hereby agrees that, in consideration of (1) the Inducers providing said
inducements or incentives, (2) the Mississippi Department of Transportation
constructing the Xxxxxxx By-pass as set forth herein and in EXHIBIT "M" hereto,
(3) the City providing fire protection (including water supply and pressure in
accordance with page 1 of the letter (excluding the diesel engine-driven fire
pump referenced in paragraph 1 thereof and the electric motor-driven booster
pump referenced in paragraph 2 thereof) of Security Fire Protection dated August
11, 1998 (the "Security Fire Letter"), a copy of which is attached hereto as
EXHIBIT "P," and (4) upon satisfaction of the conditions set forth in EXHIBITS
"A," "A-1" AND "A-2," and (5) upon electric power and telephone services being
provided to the Project as set forth in EXHIBITS "K" AND "L" AND "L-1" hereto,
Xxxxxxxx-Sonoma will lease Phase I of the Project from Xxxxxx, and will equip
and operate Phase I of the Project as fully described herein.
2. Severability. If any clause, provision or paragraph of this MOU be
held illegal or invalid by any court, the illegality or invalidity of such
clause, provision or paragraph shall not affect any remaining clauses,
provisions or paragraphs hereof, and this MOU shall be construed and enforced as
if such illegal or invalid clause, provision or paragraph had not been contained
herein.
3. MDECD Undertakings:
(a) MDECD agrees to make available to the City, upon application of
the City and Xxxxxxxx-Sonoma, at no cost to the Companies [other than as set out
in Sections 5(a) and 6(h)
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hereof], a low interest loan in the amount of Two Million Dollars
($2,000,000.00) (the "MBIA loan") under the Mississippi Business Investment Act
(the "MBIA") for construction of the non-road infrastructure (the "Non-Road
Infrastructure") detailed in Section 6 below. The MBIA loan, as it relates to
this Project, requires Xxxxxxxx-Sonoma to create and maintain, during the term
of the loan, one (1) net new full-time job for each Fifteen Thousand Dollars
($15,000.00) loaned and a match of at least three (3) to one (1) in private to
public funds. The MBIA is codified in the Mississippi Code as Section 57-61-1 et
seq. Copies of the MBIA guidelines and application have been provided to the
City and the Companies, and by execution of this MOU, the City and the Companies
acknowledge receipt thereof and the application thereof to such funding. In the
event that the amount of the MBIA loan is not sufficient to pay the costs of the
Non-Road Infrastructure as herein described, then subject to the conditions and
restrictions set out in Mississippi Code Section 57-61-1 et seq. and the MBIA
guidelines, MDECD will agree to increase the MBIA loan up to Two Million Five
Hundred Thousand Dollars ($2,500,000.00).
(b) MDECD agrees that no payments shall be due under the MBIA loan for
three (3) years following the date of closing of the MBIA loan, and that the
MBIA loan shall not bear interest during such three-year period. Thereafter, the
MBIA loan shall bear interest at the rate of two percent (2%) per annum, and the
principal and interest of the MBIA loan shall be payable in twenty-four (24)
equal semiannual installments of approximately Ninety-Four Thousand One Hundred
Forty-Six and 94/100 Dollars ($94,146.94) each. The City at its option shall
have the right and privilege to prepay the MBIA loan without premium or penalty.
The State Bond Commission of Mississippi is scheduled to meet on August 26,
1998. It is anticipated that at this meeting the Bond Commission will issue its
Resolution of Necessity to issue bonds which will include the MBIA loan.
Thereafter, it is anticipated that the MDECD bonds will be issued on September
20, 1998, and it is anticipated that loan proceeds will be available to the City
by October 1, 1998. In the event that the City needs funds prior to the funding
of the MBIA loan in order to remain on schedule with respect to the construction
of the Non-Road Infrastructure, Xxxxxx agrees to pay any requisitions submitted
to and approved by City and Xxxxxx prior to the funding of the MBIA loan, and
which are in form and substance reasonably acceptable to Xxxxxx. Xxxxxx agrees
to review any requisitions submitted to it, as aforesaid, within ten (10) days
of its receipt thereof and to submit payment to the City promptly thereafter
with respect to those requisitions approved by Xxxxxx. In no event shall the
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aggregate of all advances made by Xxxxxx hereunder exceed One Hundred Fifty
Thousand Dollars ($150,000.00). City agrees to reimburse Xxxxxx for such
advances, without interest, within ten (10) days after the first meeting of the
Mayor and Board of Aldermen following the funding of the MBIA loan. To the
extent that any cost or expense otherwise qualifies as a proper Project expense,
MDECD agrees that reimbursement thereof to Xxxxxx, in the manner aforesaid, is
permissible. MDECD agrees to coordinate the payment dates of said semiannual
installments with the payment(s) to be made under the Fee in Lieu Agreement (as
hereinafter defined) so that funds will be available to City for said semiannual
payments.
(c) Upon application of the County, MDECD agrees to provide, at no
cost to the Companies, up to Six Million Five Hundred Thousand Dollars
($6,500,000.00) under the Economic Development Highway Act (the "Highway Act")
for the construction or improvements of roads related to the Project in order to
provide adequate access to the Project, including those road projects listed in
Section 5 hereof. The Highway Act, as it relates to this Project, requires a
commitment of private investment by the Companies (jointly and/or severally) in
the Project of a minimum of Fifty Million Dollars ($50,000,000.00), which
investment may include, without limitation, Xxxxxx'x capital investment in land
and buildings and the value of equipment (purchased or leased) installed in the
Project by Xxxxxxxx-Sonoma . The Highway Act is codified in the Mississippi Code
as Section 65-4-1 et seq. Further, the Inducers agree to work with the
Mississippi Department of Transportation for the completion of the Xxxxxxx
Bypass between Polk Lane and U.S. Highway 78 on or before June 1, 1999.
(d) MDECD acknowledges that it is the agency charged with
responsibility for final approval of Fee in Lieu Agreements (hereinafter
defined) under Section 00-00-000 of the Mississippi Code and does hereby approve
the terms and conditions of the Fee in Lieu Agreement described in Section 5(a)
below.
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4. MBFC Undertakings:
(a) MBFC agrees to work with the Companies to arrange financing for
the Project under various industrial revenue bond financing statutes. MBFC will
also provide access to any state offered incentives for which the Companies may
be eligible.
(b) MBFC and MDECD hereby confirm that MBFC has passed and issued an
inducement resolution dated June 10, 1998, in favor of the Companies authorizing
the issuance of one or more series of bonds to finance the Project (including
the acquisition, construction and equipping of the Project by Xxxxxx and/or by
Xxxxxxxx-Sonoma). MBFC and MDECD acknowledge the current intention of the
Companies that one series of bonds finance Xxxxxx'x acquisition and construction
of its building constituting Phase I of the Project, and that another series of
bonds finance Xxxxxxxx-Sonoma's acquisition of equipment for use in operation of
Phase I of the Project.
(c) MBFC or MDECD, as the case may be, agrees to issue, or cause to be
issued, such Certificates of Public Convenience and Necessity as may be
necessary to complete the issuance of bonds to finance the Project.
(d) MBFC and MDECD agree to cooperate with Xxxxxxxx-Sonoma and Xxxxxx
to structure the bond transactions in the manner reasonably requested by each of
the Companies so that each of the Companies may obtain the corporate tax credit
available to it under the Mississippi Rural Economic Development Act with
respect to the initial and all planned future phases of the Project.
(e) Attached as EXHIBIT "B" AND "C," respectively, are illustrations
of the benefits to Xxxxxx relating to exemptions from (a) Mississippi sales
taxes regarding building materials used in the Project, and (b) Mississippi's
contractor's gross receipt tax, and of the benefits to Xxxxxxxx-Sonoma relating
to (1) exemptions for Mississippi's sales and use taxes regarding the purchase
or lease of equipment for the Project, and (2) Mississippi income tax credits
(i) as operator of the Project, and (ii) as a job creator at the Project.
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5. County Undertakings:
(a) County agrees to a ten (10) year ad valorem tax exemption as to
land, project improvements and equipment, pursuant to Section 00-00-000 of the
Mississippi Code, such exemption to be applicable to all County taxes except
that there shall be excluded from such tax exemption (and the Project shall be
subject to payment of) (i) school district taxes at the millage rate from time
to time in effect, and (ii) road and bridge taxes at the millage rate from time
to time in effect. The ten (10) year tax exemption under Section 00-00-000 shall
run separately for each phase of the Project from the time that such phase is
placed in service [as provided in Section 27-31-105(1) of the Mississippi Code].
Furthermore, upon the Project reaching a capital investment (hard and soft
costs) in land, buildings and equipment of One Hundred Million Dollars
($100,000,000.00), County ad valorem taxes shall be fully exempted, and,
pursuant to Section 00-00-000 of the Mississippi Code, the County agrees to
enter into a fee-in-lieu-of-taxes agreement with the owner(s) of the Project
(the "Fee in Lieu Agreement"), for a ten (10) year term in the aggregate taking
into account any exemption period granted and theretofore expired under Section
00-00-000. The amount paid under the Fee in Lieu Agreement shall be determined
in the manner set out in EXHIBIT "D," attached hereto and incorporated herein by
reference. The owner(s) of the Project shall be entitled to enter into a
separate Fee in Lieu Agreement for each phase of the Project, with the ten (10)
year term (aggregated with the exemption period under Section 27-31-101) to run
separately for each phase of the Project from the later of the time such phase
is placed in service or the time when the Companies' capital investment in land,
buildings and equipment reaches One Hundred Million Dollars ($100,000,000.00)
[as provided in Section 27-1-105(2) of the Mississippi Code]. EXHIBIT "D"
contains an illustration of computation of ad valorem taxes, tax exemptions
under Section 00-00-000 and fee in lieu of taxes. The Companies understand that
the Fee in Lieu Agreement is subject to approval by the Mississippi State Tax
Commission (the "Tax Commission") pursuant to Section 00-00-000 of the
Mississippi Code. To that end, County agrees to submit the Fee in Lieu Agreement
to the Tax Commission promptly after the execution of this Memorandum of
Understanding for preliminary approval of the Fee in Lieu Agreement by the Tax
Commission, and, upon the Companies' capital investment in land, buildings and
equipment reaching One Hundred Million Dollars ($100,000,000.00), to diligently
and faithfully pursue the formal approval of the Fee in Lieu Agreement by the
Tax Commission. MDECD agrees to cooperate with the County in seeking the Tax
Commission's preliminary and formal
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approval of the Fee in Lieu Agreement, as aforesaid. Pursuant to Section
27-31-53 of the Mississippi Code, the County also agrees to exempt in perpetuity
all inventory and personal property in transit to the fullest extent permitted
by law (including exemption from school taxes) and to cooperate with the
Companies in designating the Project a "free port warehouse" under said statute
and obtaining the required approval thereof by the Tax Commission.
(b) County agrees to enter into an inter-local agreement with the
City, if necessary, to pay to the City from the amounts received under the Fee
in Lieu Agreement an amount equal to the debt service payments (if any) on the
MBIA loan and to coordinate such payments with the semiannual installments due
by the City under the MBIA loan.
(c) (i) County shall take such action as is necessary at no expense to
the Companies to complete the realignment of Polk Lane and completion
of Polk Lane (complete with curbs, gutters and storm drains) northward
from Xxxxxxx Bypass to a point which is one (1) mile north of the
present north right-of-way line of Xxxxxxx Road by April 1, 1999, and
to the point where Polk Lane intersects Wildwood Lane (complete with
curbs, gutters and storm drains) by December 31, 1999.
(ii) County shall take such action as is necessary at no expense
to the Companies to install four-way stop signs at the intersection of
Polk Lane and Old Xxxxxxx Road, such stop signs to remain in place
until Old Xxxxxxx Road is abandoned.
(iii) County shall take such action as is necessary at no expense
to the Companies to complete the extension of existing Wildwood Lane
eastward to extended Polk Lane by December 31, 1999.
(iv) Immediately following completion of Xxxxxxx Bypass between
Xxxxx Avenue and Polk Lane, County shall commence construction and
take such action as is necessary at no expense to the Companies to
widen Hacks Cross Road between Xxxxxxx Bypass and Xxxxx Avenue and
shall complete such work no later than two (2) years from commencement
of said construction.
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(iv) All work to be completed by County under this Section
5(c)(i)-(iii) shall meet or exceed the specifications set out in
EXHIBIT "E," attached hereto.
(d) County agrees (i) to add turning lanes and to widen the shoulders
at the intersections of Hacks Cross Road immediately south of Xxxxxxx Road and
of Xxxxxxx Road immediately east of Hacks Cross Road, and (ii) to widen the
shoulder of Polk Lane and Xxxxxxx Road for traffic heading south on Polk Lane
and turning west onto Xxxxxxx Road, in the event that the Mississippi Department
of Transportation fails to complete construction of the Xxxxxxx Bypass between
Polk Lane and Hacks Cross Road and the other improvements described in EXHIBIT
"M" attached hereto on or before June 1, 1999. The shoulder and turning lanes
are to be constructed on or before July 1, 1999.
(e) County agrees to acquire, at its cost and expense, sufficient
property adjacent to existing Polk Lane to accommodate the realignment of Polk
Lane as above provided. Presently, it is anticipated that County will acquire
the necessary right-of-way from the Whispering Xxxxx Conference Center property
located to the west of Polk Lane. County, at its cost and expense, shall either
acquire the necessary right-of-way from Whispering Xxxxx for cash or other
consideration acceptable to Whispering Xxxxx or acquire by eminent domain the
necessary right-of-way from Whispering Xxxxx or the landowners located east of
Polk Lane. In any event, County agrees to file a condemnation petition and
thereby commence "quick-take" condemnation proceedings to acquire the required
right-of-way under Sections 11-27-81 through 11-27-91 of Mississippi Code by no
later than September 1, 1998 in the event that County has not theretofore
received a deed to the right-of-way by such date and to use its best efforts to
complete the acquisition of the required right-of-way on or before November 1,
1998. The County's Board of Supervisors approved the foregoing condemnation at
its regularly held meeting on August 17, 1998, during which meeting a quorum was
continuously present.
(f) In the event that the annexation contemplated by Section 6(c) of
this MOU does not occur, County agrees to provide, at no expense to the
Companies, sheriff protection services to the Project at least equal to those
sheriff protection services provided for similar facilities within DeSoto
County.
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6. City Undertakings:
(a) City agrees to make application for the MBIA loan to MDECD, in the
amount of Two Million Dollars ($2,000,000.00), in order to finance the Non-Road
Infrastructure related to the Project on terms as set out in Sections 3(a) and
(b) hereof. If such costs exceed Two Million Dollars ($2,000,000.00), the City
agrees to apply to MBIA for an increase in the amount of the MBIA loan to cover
any cost overruns with respect to the construction of the Non-Road
Infrastructure. In the event that the City is unable to obtain such an increase,
the City shall have no obligation to proceed with construction of the Non-Road
Infrastructure as contemplated herein unless the Companies shall provide, or
cause to be provided, funds to cover such cost overruns from another source. In
the event that the costs to construct the Non-Road Infrastructure are less than
Two Million Dollars ($2,000,000.00), then the City agrees to use the excess
funds to extend the water, sewer and gas lines provided for in this Section 6
further north, to the extent of the excess proceeds and to the extent and in a
manner which are mutually agreeable to the City, Xxxxxx and Xxxxxxxx-Sonoma;
provided, however, that the City shall only be required to extend the water,
sewer and gas lines into areas which are certificated to the City and which are
not subject to any decertification option in favor of Metro DeSoto Utilities
Co., Inc. ("Metro"). At the request and option of the Companies (or either of
them) the City agrees that it shall promptly prepay in full the MBIA loan
provided that the company which makes such request pays to the City (by special
tax or assessment, or otherwise in a manner satisfactory to such Company and the
City) and amount of money equal to such prepayment.
(b) In connection with the use of the proceeds of the MBIA loan, City
agrees that each contract entered into by City with each party who successfully
bids such contract with respect to the construction and installation of the
Non-Road Infrastructure shall contain, in addition to all other terms and
conditions as are typically set forth in the standard bid specifications
utilized by the City, terms, conditions and provisions (and the standard
contract used by the City shall be modified as necessary in order to be
consistent with the following provisions) which:
(i) State that time is of the essence of the contract to be
awarded, and that the successful bidder will be expected to take
whatever action may be necessary to perform the work on the schedule
set out in the bid which is submitted pursuant to the bid
specifications.;
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(ii) Set a minimum retainage percentage, at all times until the
final completion of the work, of not less than ten percent (10%);
(iii) Require the successful bidder to constantly and faithfully
execute and complete the work in accordance with course of
construction deadlines which will be inserted in each bid package by
the City Engineer and which establish interim deadlines which the
successful bidder must meet during the completion of the work and will
permit the Companies to more accurately monitor the status of the work
and progress toward completion in a timely manner;
(iv) Impose liquidated damages on the successful bidder in an
amount not less than Two Hundred Dollars ($200.00) per day for each
calendar day beyond the scheduled completion dates set forth in the
schedule of course of construction deadlines that it takes the
successful bidder to meet the scheduled deadline;
(v) Require the successful bidder to provide a proposal for
expediting the work and bringing the work back on schedule in the
event the successful bidder fails to meet a course of construction
deadline;
(vi) Require the City to refund the liquidated damages to the
extent paid by the successful bidder for missing course of
construction deadlines if the successful bidder achieves final
completion of the work on or before the deadline required by the
contract; and
(vii) Require the successful bidder to acknowledge that time is
of the essence and that it is the successful bidder's responsibility
to staff the job in such manner and to take all such action as may be
necessary to comply with the firm and final completion deadlines set
out in the contract.
(c) City shall take such action as is necessary at no expense to the
Companies to annex a tract of approximately nine hundred fifty-four (954) acres
along the eastern boundary of the Metro Olive Branch Airport and running along
the current eastern boundary line of the City of Olive Branch, which 954-acre
tract includes the property (the "Property") and the option property (the
"Option
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Property") described in EXHIBIT "F" and EXHIBIT "F-1," respectively, on
or before August 28, 1998. In the event that such annexation is not accomplished
on or before such date, then subject to the provisions of subsections (j), (k)
and (l) of Section 6, the City shall contract with the Companies to provide
water and sewer service meeting the standards set out in this Section 6, and
fire protection services at least equal to those provided for similar facilities
within the corporate limits of the City of Olive Branch. The time period for
filing objections to the annexation expired on July 20, 1998. No objections were
filed and an interim order was entered foreclosing all rights to object to the
annexation but not ordering the final annexation. Xxxxxx and, to the extent that
it has then committed to acquire any portion of the Property, Xxxxxxxx-Sonoma
agree to close the acquisition of the Property, and Xxxxxx or Xxxxxxxx-Sonoma
agrees to close its acquisition of any portion of the Option Property which it
has then committed to acquire, if any, on or before August 28, 1998. After
closing, the City shall seek entry of a final order completing the annexation
process.
(d) To the extent required in order to provide water and sewer
service, City agrees to make application for and diligently pursue certification
of the Property and Option Property to the Mississippi Public Service Commission
("PSC") for permission to provide water and sewer service to the Property and
the Option Property. Companies understand the City will not provide temporary
water service prior to February 1, 1998.
(e) City shall take such action as is necessary at no expense to the
Companies to provide a high pressure gas line and gas service by April 1, 1999
of sufficient size to provide a minimum of 25,000 cubic feet per hour, to extend
for the entire frontage of the Property and the Option Property along Polk Lane.
(f) City acknowledges and confirms that EXHIBIT "G" sets forth the
current City water and sewer tap fees. City represents that water and sewer tap
fees are charged to all users on a uniform, nondiscriminatory basis. City agrees
to an expedited plan review and approval for any development of the Property
and/or Option Property.
(g) Metro has released its certificated right to provide water and
sewer service to the Project, as described in EXHIBIT "N," attached hereto and
incorporated herein by reference. Based
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upon such release, the City shall take such action as is necessary at no expense
to the Companies [except as provided in Sections 6(h) and 5(b)] to construct a
water plant and to provide water and sewer service (including the installation
of all sewer related infrastructure) to the Project according to the
specifications described in page 1 of the Security Fire Letter (excluding the
diesel engine-driven fire pump referenced in paragraph 1 thereof and the
electric motor-driven booster pump referenced in paragraph 2 thereof) according
to the specifications and according to the deadlines for completion and
installation set forth in (i) that certain letter dated June 19, 1998, from
Xxxxxx X. Xxxxxxxxxx, P.E., to DeSoto Council, a copy of which is attached
hereto as EXHIBIT "H," and (ii) that certain letter dated June 30, 1998, from
Xxxxxx X. Xxxxxxxxxx, P.E., to DeSoto Council, a copy of which is attached
hereto as EXHIBIT "H-1." City agrees that the sanitary sewer service to be
provided by the City in accordance with this Section 6(g) shall have a minimum
capacity of six hundred (600) gallons per minute.
(h) City agrees to a ten (10) year ad valorem tax exemption as to
land, project improvements, and equipment, pursuant to Section 00-00-000 of the
Mississippi Code, such exemption to be equal to one hundred percent (100%) of
the ad valorem levy for the Project, except as otherwise provided in EXHIBIT "D"
attached hereto. Such tax exemption shall apply to each phase of the Project,
and such ten (10) year exemption shall run separately for each such phase of the
Project from the time it is placed in service and exempted on the tax rolls.
Pursuant to Section 27-31-53 of the Mississippi Code, the City also agrees to
exempt in perpetuity (including exemption from school taxes, if any) all
inventory and personal property in transit to the fullest extent permitted by
law and to cooperate with the Companies in designating the Project a "free port
warehouse" under said statute and obtaining the required approval thereof by the
Tax Commission.
(i) Companies acknowledge that the City will not waive any fees
associated with the issuance of building permits for the Project. However, the
City does agree to use its best efforts to expedite the approval of the
Companies' requests for the issuance of building permits.
(j) In the event that annexation as described in paragraph 6(c) is not
completed, the City's agreement to provide water and sewer service is further
conditioned upon the timely award of certification to serve water and sewer to
the Property and the Option Property by the PSC. The City
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agrees to file all necessary applications, notices and other required documents
in connection with the requested release of Metro's certificated rights with the
PSC. The agreements of the City in Section 6(g) are conditioned upon the City
experiencing no insurmountable objections or impediments to the release of
Metro's certificated rights, the City incurring no insurmountable impediments or
delays during its bid and contractual process to perform installation and
construction of the Non-Road Infrastructure, the City incurring no
insurmountable impediments or delays in connection with the MBIA loan, and the
City incurring no unusual weather during the time for performance, acts of God,
strikes or insurrection (it being understood, however, that the City will use
best efforts to resist requests from its contractors and subcontractors for
extensions of time for performance due to weather delays).
(k) The agreement to furnish water (other than water in connection
with fire protection services) is further conditioned upon the approval of the
water system by the State of Mississippi and County health departments, as
applicable.
(l) The agreement to furnish sanitary sewer service is further
conditioned upon the timely approval of the sewer system to be installed
pursuant hereto by the Mississippi Department of Environmental Quality,
Pollution Control Division.
(m) City shall take such action as is necessary at no expense to the
Companies to install a left turn signal for traffic turning from Xxxxxxx Road
south onto Hacks Cross Road, in the event that the Mississippi Department of
Transportation fails to complete construction of the Xxxxxxx Bypass between Polk
Lane and Hacks Cross Road and the other improvements described in EXHIBIT "M"
attached hereto on or before June 1, 1999. The turning signal is to be installed
on or before July 1, 1999.
7. Companies Undertakings:
(a) On the terms and conditions set forth herein and in those certain
letters of intent dated July 1, 1998, copies of which are attached hereto as
EXHIBITS "A," "A-1" AND "X-0," Xxxxxxxx-Xxxxxx commits to the undertakings set
forth therein.
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(b) Companies agree and understand that a minimum capital investment
(which may take into account Phase I and all planned future phases of the
Project and which may be satisfied by the value of equipment leased) in land,
building and equipment of One Hundred Million Dollars ($100,000,000.00) is
required for the County to enter into the Fee in Lieu Agreement, as set out
herein. In the event that said minimum capital investment is not accomplished,
the sole adverse consequence to the Companies is that the benefits of Section
00-00-000 (a copy of which is attached hereto as EXHIBIT "I") are not available.
(c) Companies agree to cooperate in the application process for the
Highway Act Funds and the MBIA loan, and further, at no expense to the Companies
and without expanding any obligations of the Companies undertaken herein, to
enter into necessary agreements related thereto.
(d) Xxxxxx agrees to use best efforts consistent with time exigencies
to meet development deadlines to take full advantage of the benefits available
as a result of the exemptions from Mississippi sales taxes regarding building
materials used in the Project and the Mississippi contractor's gross receipts
tax.
(e) Xxxxxx agrees to dedicate to the City the property described in
EXHIBIT "O," attached hereto, or such smaller portion thereof as is mutually
agreeable to the City and Xxxxxx, for use by the City as the site for the water
plant described in Section 6(g) of this MOU and other incidental and related
purposes; provided, however, that Xxxxxx shall not be required to dedicate this
property until the conditions precedent to the City's agreement to construct the
water plant have been satisfied and the City stands ready to begin construction
of the water plant on the property to be dedicated under this Section 7(e).
8. Critical Path of Development: The Inducers and the Companies hereby
acknowledge and agree that the Critical Paths of Development, attached hereto as
EXHIBITS "J" AND "J-1" and incorporated herein by reference, set forth the
various interim deadlines and time schedules which must be met in order for the
Non-Road Infrastructure and the construction or improvements of the various road
infrastructure, all as outlined in this MOU, to be completed on or before the
deadlines for completion specified in this MOU. The Inducers and the Companies,
as the case may be, hereby
-14-
15
agree to satisfy and meet the course of development and deadlines as outlined in
the Critical Path of Development in connection with the completion of their
respective undertakings outlined herein. The Inducers and Companies agree to
cooperate with each other and to use best efforts to cause the suppliers of
electric power and telephone service to supply those services in accordance with
the letters attached hereto as EXHIBITS "K," "L" AND "L-1," respectively, (the
electric power and telephone lines serving the Project and any adjacent
landowners to be located in the right-of-way of Polk Lane), and to cause Xxxxxxx
Bypass to be completed between U.S. Highway 78 and Polk Lane in the time and
manner specified in the letter attached hereto as EXHIBIT "M."
9. Amendments. Any amendments to this MOU shall be in writing and
signed by all parties affected by such amendment or their respective successors
and assigns.
10. Applicable Law. This MOU shall be governed by the laws of the
State of Mississippi notwithstanding the fact that one or more of the parties to
this MOU are residents of or are domiciled in a different state.
11. Counterparts. This MOU may be executed in two or more
counterparts, each and all of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
12. Headings. The use of headings and captions in this MOU are solely
for convenience and shall have no legal effect in construing the provisions of
this MOU.
-15-
16
13. Entire Agreement. This MOU constitutes the entire agreement
between the parties and supersedes all previous agreements, promises, proposals,
representations, understandings and negotiations (whether written or oral)
strictly with respect to the subject matter hereof.
INDUCERS: COMPANIES:
STATE OF MISSISSIPPI acting BUILDER/LESSOR:
by and through the MISSISSIPPI
DEPARTMENT OF ECONOMIC AND XXXXXX PROPERTIES, INC.
COMMUNITY DEVELOPMENT
By: /s/Xxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxx
------------------------------- ---------------------------------
XXXXX X. XXXXXX
Title: Executive Director Title: VP/CFO
---------------------------- ------------------------------
LESSEE/USER:
MISSISSIPPI BUSINESS FINANCE XXXXXXXX-SONOMA, INC.
CORPORATION
By: /s/Xxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------------- ---------------------------------
XXXXX X. XXXXXX
Title: Title: CEO
---------------------------- ------------------------------
DESOTO COUNTY, MISSISSIPPI
By: /s/ Xxxxx Xxxxx
-------------------------------
XXXXX XXXXX
Title: President - Board of Supervisors
----------------------------
CITY OF OLIVE BRANCH, MISSISSIPPI
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Title: Mayor
----------------------------
-16-
17
EXHIBIT "A"
Xxxxxxxx-Sonoma Letter of Intent
A-1
18
[XXXXXXXX-SONOMA, INC. LETTERHEAD]
July 1, 1998
Mississippi Business Investment Program
Department of Economic and Community Development
Xxxx Xxxxxx Xxx 000
Xxxxxxx, XX 00000
Re: MBIA Application for Xxxxxx Properties Project
Dear Sir/Madam:
As you are aware, Xxxxxx Properties, Inc. ("Xxxxxx Properties") is developing
the first building (of a planned two building distribution facility project)
(the "Project") for ultimate lease to Xxxxxxxx-Sonoma, Inc.
("Xxxxxxxx-Sonoma"). The plan is for this building to be located on a 61 acre
parcel east of the Olive Branch Airport, west of the proposed future Polk Lane,
and north of Xxxxxxx Road and the Whispering Xxxxx Golf Course. At the same
time, it is contemplated that Xxxxxxxx-Sonoma will have the right to acquire an
adjacent 61 acre parcel on the situs of a future second building (discussed
below).
The first building will be 750,000 square feet and Xxxxxx Properties has
advised us that it will cost approximately $30,000,000 including land, building
and soft costs. In addition, upon Xxxxxxxx-Sonoma's occupancy of the first
building, Xxxxxxxx-Sonoma will purchase and/or lease approximately $20,000,000
of equipment for the building. Xxxxxx Properties informs us that completion and
occupancy of this first building is scheduled for 6/1/99. Upon its occupancy of
this phase of the Project, Xxxxxxxx-Sonoma expects to employ approximately 235
people on an adjusted full-time basis.
The second building occupies 614,000 square feet and we are informed that it
will cost approximately $24,500,000 including land, building and soft costs. In
addition, if and when Xxxxxxxx-Sonoma occupies the second building,
Xxxxxxxx-Sonoma will purchase and/or lease approximately $11,300,000 of
equipment for the building. While completion and occupancy of this second
building is presently targeted for 6/1/01, Xxxxxxxx-Sonoma's going forward with
implementing plans for this second building (as well as the expansions of this
building and the first building discussed below), as well as definitive
projected occupancy dates, will depend on the continued future growth of
Xxxxxxxx-Sonoma's business. Upon its occupancy of this phase of the Project,
Xxxxxxxx-Sonoma expects to employ an additional approximately 131 people on an
adjusted full-time basis.
19
Mississippi Business Investment Program
7-1-98
Page two
Subsequent to the completion and stabilization of the first two buildings,
plans call for each building to be expanded as and when Xxxxxxxx-Sonoma's needs
require by 318,000 square feet and 380,000 square feet, respectively. We have
been advised by Xxxxxx Properties that the costs of such expansion will be
approximately $11,100,000 and $13,300,000 respectively, for building and soft
costs. Xxxxxxxx-Sonoma expects that each such expansion will contain between
$7,000,000 and $8,500,000 of equipment to be purchased and/or leased by
Xxxxxxxx-Sonoma. We anticipate that as and when these two expansions go
forward, employment for another 174 people on an adjusted full-time basis will
be provided.
For the purposes of the MBIA program, we anticipate that Xxxxxx Properties will
spend approximately $30,000,000 to develop the first building in the next four
years. Assuming satisfaction of the following conditions, Xxxxxxxx-Sonoma
commits to private investment in equipment and/or the value of equipment leases
for use in the first building of over $20,000,000 in the same period. As well,
again assuming all conditions to Xxxxxxxx-Sonoma's lease and occupancy of the
first building are met, Xxxxxxxx-Sonoma commits to creating and maintaining 134
employees on an adjusted full-time basis for a minimum of 10 years.
The conditions to Xxxxxxxx-Sonoma's lease of the first building include:
1. Satisfactory resolutions of all issues relating to annexation,
utilities, infrastructure, local permits for Xxxxxxxx-Sonoma's
intended use, etc.;
2. The negotiation and documentation of a lease between Xxxxxx
Properties and Xxxxxxxx-Sonoma on terms reasonably acceptable to
Xxxxxxxx-Sonoma (including the treatment of the lease as an
operating lease for Xxxxxxxx-Sonoma's financial accounting
purposes); and
3. Completion and delivery of the first building by Xxxxxx Properties
on schedule and in accordance with plans approved by
Xxxxxxxx-Sonoma.
In addition to conditions similar to the foregoing, Xxxxxxxx-Sonoma's occupancy
of the second building (and any future expansions of the first and second
buildings) is dependent on Xxxxxxxx-Sonoma's continuing need for additional
space to accommodate its business.
20
Mississippi Business Investment Program
7-1-98
Page three
Without the utilities being provided by the funds of the MBIA program, this
project could not be completed.
Xxxxxxxx-Sonoma will comply with non-discrimination and equal employment
opportunity requirements. We anticipate that Xxxxxx Properties will do likewise.
We look forward to moving ahead on this project and appreciate all of your
assistance.
Sincerely,
/s/ W. XXXXXX XXXXXX
--------------------------------
W. Xxxxxx Xxxxxx
Chairman/Chief Executive Officer
Cc: Xxxx Xxxxxx
Xxx Xxxxxxxx
HL/ea
21
EXHIBIT "A-1"
Xxxxxxxx-Sonoma Letter of Intent
A-1 - 1
22
[XXXXXXXX-SONOMA, INC. LETTERHEAD]
July 1, 1998
Mr. Xxxxx Xxxxx
President
DeSoto County Board of Supervisors
0000 Xxxxxxx 00 Xxxxx
Xxxxxxxx, XX 00000
Re: DECD Application for Xxxxxx Properties Project
As you are aware, Xxxxxx Properties, Inc. ("Xxxxxx Properties") is developing
the first building (of a planned two building distribution facility project)
(the "Project") for ultimate lease to Xxxxxxxx-Sonoma, Inc.
("Xxxxxxxx-Sonoma"). The plan is for this building to be located on a 61 acre
parcel east of the Olive Branch Airport, west of the proposed future Polk Lane
and north of Xxxxxxx Road and the Whispering Xxxxx Golf Course. At the same
time, it is contemplated that Xxxxxxxx-Sonoma will have the right to acquire an
adjacent 61 acre parcel on the situs of a future second building (discussed
below).
The first building will be 750,000 square feet, and Xxxxxx Properties has
advised us that it will cost approximately $30,000,000 including land, building
and soft costs. In addition, upon Xxxxxxxx-Sonoma's occupancy of the first
building, Xxxxxxxx-Sonoma will purchase and/or lease approximately $20,000,000
of equipment for the building. Xxxxxx Properties informs us that completion and
occupancy of this first building is scheduled for 6/1/99. Upon its occupancy of
this phase of the Project, Xxxxxxxx-Sonoma expects to employ approximately 235
people on an adjusted full-time basis.
The second building occupies 614,000 square feet, and we are informed that it
will cost approximately $24,500,000 including land, building and soft costs. In
addition, if and when Xxxxxxxx-Sonoma occupies the second building,
Xxxxxxxx-Sonoma will purchase and/or lease approximately $11,300,000 of
equipment for the building. While completion and occupancy of this second
building is presently targeted for 6/1/01, Xxxxxxxx-Sonoma's going forward with
implementing plans for this second building (as well as the expansions of this
building and the first building discussed below), as well as definitive
projected occupancy dates, will depend on the continued future growth of
Xxxxxxxx-Sonoma's business. Upon its occupancy of this phase of the Project,
Xxxxxxxx-Sonoma expects to employ an additional approximately 131 people on an
adjusted full-time basis.
Subsequent to the completion and stabilization of the first two buildings,
plans call for each building to be expanded as and when Xxxxxxxx-Sonoma's needs
require by 318,000 square feet and 380,000 square feet respectively. We have
been advised by Xxxxxx Properties that the costs of such expansion will be
approximately $11,100,000 and $13,300,000 respectively, for building and soft
costs. Xxxxxxxx-Sonoma expects that each such expansion will contain between
$7,000,000 and $8,500,000 of equipment to be purchased and/or leased by
Xxxxxxxx-Sonoma.
23
Mr. Xxxxx Xxxxx July 1, 1998
DeSoto County Board of Supervisors Page 2 of 2
We anticipate that as and when these two expansions go forward, employment for
another 174 people on an adjusted full-time basis will be provided.
For the purposes of the DECD program, we anticipate that Xxxxxx Properties will
spend approximately $30,000,000 to develop the first building in the next four
years. Assuming satisfaction of the following conditions, Xxxxxxxx-Sonoma
commits to provide investment in equipment and/or the value of equipment leases
for use in the first building of over $20,000,000 in the same period. Of
course, these amounts (totaling approximately $50,000,000) are solely for the
first building, and these amounts would be substantially increased (by
approximately $35,800,000) if, as presently anticipated, plans for the second
building proceed to realizations within this same four-year (4) period.
The conditions to Xxxxxxxx-Sonoma's lease of the first building include:
1. satisfactory resolutions of all issues relating to annexation, utilities,
infrastructure, local permits for Xxxxxxxx-Sonoma's intended use, etc.
2. the negotiation and documentation of a lease between Xxxxxx Properties and
Xxxxxxxx-Sonoma on terms reasonably acceptable to Xxxxxxxx-Sonoma (including
the treatment of the lease as an operating lease for Xxxxxxxx-Sonoma's
financial accounting purposes); and
3. completion and delivery of the first building by Xxxxxx Properties on
schedule and in accordance with plans approved by Xxxxxxxx-Sonoma.
In addition to conditions similar to the foregoing, Xxxxxxxx-Sonoma's occupancy
of the second building (and any future expansions of the first and second
buildings) is dependent on Xxxxxxxx-Sonoma's continuing need for additional
space to accommodate its business.
The Project Description attached as Exhibit "A" will meet the needs of the
planned project assuming the satisfaction of the foregoing conditions and
assuming the specifics and timing of each part of the design are acceptable to
Xxxxxxxx-Sonoma.
We look forward to moving ahead on this project and appreciate all of your
assistance.
Sincerely,
/s/ W. XXXXXX XXXXXX
--------------------
W. Xxxxxx Xxxxxx
Attachment: Exhibit "A":-For DECD Letter of Intent
Project Description
cc: Xxxx Xxxxxx
Xxx Xxxxxxxx
24
EXHIBIT "A"
FOR DECD LETTER OF INTENT
PROJECT DESCRIPTION
DeSoto County in coordination with Hawson Properties, Inc. is applying for an
Economic Development Highway Program Grant for construction of roadway
improvements along Polk Lane, Stateline Road, and Hack's Cross Road. Xxxxxx
Properties, Inc. is acquiring the property consisting of approximately 61 acres
with the intention of constructing a building, of approximately 750,000 square
feet and leasing that building to Xxxxxxxx-Sonoma, Inc. At the same time, it is
contemplated that Xxxxxxxx-Sonoma, Inc. will have the right to purchase an
adjacent parcel of approximately 61 acres, to provide room for an approximately
614,000 square foot future building to meet Xxxxxxxx-Sonoma's future needs if
its business continues to grow. The Economic Development Highway Program was
established by the State of Mississippi to promote industrial development
throughout the state. The program provides funds for construction and/or
improvements of highways in areas that demonstrate actual and immediate
potential for creation or expansion of major industries. The highway or highway
segments to be constructed must be necessary to ensure adequate and appropriate
access to a proposed company project for purposes of encouraging its location or
expansion within a political subdivision.
This project is also being constructed with other factors in mind such as the
corridor's relationship to existing neighborhoods and businesses. The objective
of the project is to improve traffic and safety throughout the area while being
consistent with neighborhood improvement strategies.
The improvements include constructing Polk Lane to a four-lane undivided
roadway from Xxxxxxx Road northward approximately 2.2 miles to the Tennessee
State Line. Stateline Road will be constructed to a four-lane undivided roadway
from the proposed extension of Polk Lane westward 1.0 mile to Hack's Cross
Road. Hack's Cross Road will be widened to a five-lane undivided roadway from
Xxxxxxxxxxx Xxxxxxx 00 to the Mississippi Xxxxxxx 000 xxxxxx project that is
currently under construction by the Mississippi Department of Transportation.
Improvements on these sections of roadway shall consist of clearing
right-of-way, grading, drainage improvements, base, paving, curb and gutter,
erosion control, striping, and signage. All design criteria will meet the
Department of State Aid Road Construction Design Standards.
This project shall be designed and constructed in phases to allow for initial
concentration on those phases of roadway set forth as priorities by
Xxxxxxxx-Sonoma, Inc., as the intended tenant.
7/1/98
25
EXHIBIT "A-2"
Xxxxxxxx-Sonoma Letter of Intent
A-2 - 1
26
[XXXXXXXX-SONOMA, INC. LETTERHEAD]
July 1, 1998
Mayor Xxxxxx Xxxxxx
City of Olive Branch
0000 Xxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Honorable Mayor Xxxxxx:
This letter is respectfully submitted in fulfillment of the requirements of the
Mississippi Department of Economic Development, Mississippi Business Investment
Act (MBIA) Program. The program is designed to promote business and economic
development through job producing programs and by providing loans and grants to
cities and counties to finance improvements. The program requires that any
private company desiring assistance from a city of a county shall submit a
letter of intent to locate, expand, or build a facility entirely or partially
within the city or county.
As required by the MBIA program, the following sets forth the intention of
Xxxxxxxx-Sonoma, Inc. ("Xxxxxxxx-Sonoma") to locate a distribution facility in
Olive Branch, DeSoto County, Mississippi, subject to the satisfaction of the
following conditions:
i) Satisfactory resolutions of all issues relating to annexation,
utilities, infrastructure, local permits for Xxxxxxxx-Sonoma's
intended use, etc.;
ii) the negotiation and documentation of a lease between Xxxxxx
Properties, Inc. ("Xxxxxx Properties") and Xxxxxxxx-Sonoma on terms
reasonably acceptable to Xxxxxxxx-Sonoma (including the treatment of
the lease as an operating lease for Xxxxxxxx-Sonoma's financial
accounting purposes); and
iii) Completion and delivery of the first building by Xxxxxx Properties on
schedule and in accordance with plans approved by Xxxxxxxx-Sonoma.
This project is eligible for MBIA assistance as a "job producing facility."
27
Mayor Xxxxxx
7-1-98
Page two
o A commitment regarding the number of net new full-time equivalent
jobs to be created and maintained by the Project.
It is Xxxxxxxx-Sonoma's hope that, as and when fully implemented, the
Project will cause the creation of 540 net new full-time equivalent
jobs as a result of the loan made pursuant to the Mississippi
Business Investment Act. For the purposes of the MBIA loan, however,
Xxxxxxxx-Sonoma agrees to create and maintain a minimum of 134
full-time equivalent jobs for the ten (10) year duration of the MBIA
loan, provided that the conditions set forth above have been
satisfied. The average wages, excluding fringe benefits, for these
jobs is anticipated to be $10 per hour. The 134 full-time equivalent
jobs are anticipated to be created by the end of the fourth year
following the date of the closing of the loan.
o An acknowledgment of understanding that penalties may be imposed on
the Private Company, pursuant to the Act and Guidelines, if the
Private Company fails to create and maintain the number of jobs
specified in the application.
Xxxxxxxx-Sonoma acknowledges that if the conditions set forth above
have been satisfied and Xxxxxxxx-Sonoma fails to create and maintain
the 134 full-time equivalent jobs specified in this letter of intent,
it shall be liable as follows: (a) an interest charge increase equal
to the current New York Prime Interest Rate plus two percent (2%) for
the remainder of the loan, or (b) prepayment of the outstanding loan
amount incurred by the City of Olive Branch for the project's
benefit. The penalties or a portion thereof may be waived by DECD if
Xxxxxxxx-Sonoma's failure to satisfy the job creation requirement is
due to circumstances outside its control. The penalties or portion
thereof shall be payable in such installments as DECD deems
appropriate.
o Current employment levels at the Project site and statewide
employment of the Private Company.
28
Mayor Xxxxxx
7-1-98
Page three
Employment at the project site is zero.
Xxxxxxxx-Sonoma currently employs 15 people statewide.
o The estimated dollar costs of the Project and a
description of the private parties investment in the
Project and any public or other private sources of
funding.
As you are aware, Xxxxxx Properties is developing the
first building of a two building distribution facility
project (the "Project") for ultimate lease to
Xxxxxxxx-Sonoma. The plan is for this building to be
located on a 61 acre parcel east of the Olive Branch
Airport, west of the proposed future Polk Lane, and
north of Xxxxxxx Road and the Whispering Xxxxx Golf
Course. At the same time, it is contemplated that
Xxxxxxxx-Sonoma will have the right to acquire an
adjacent 61 acre parcel, as the situs of a future
second building (described below).
The first building will be 750,000 square feet and
Xxxxxx Properties has advised us that it will cost
approximately $30,000,000 including land, building and
soft costs. In addition, upon Xxxxxxxx-Sonoma's
occupancy of the first building, Xxxxxxxx-Sonoma will
purchase and/or lease approximately $20,000,000 of
equipment for the building. Xxxxxx Properties informs
us that completion and occupancy of this first
building is scheduled for 6/1/99. Upon its occupancy
of this phase of the Project, Xxxxxxxx-Sonoma expects
to employ approximately 235 people on an adjusted
full-time basis.
The second building occupies 614,000 square feet and we
are informed that it will cost approximately
$24,500,000 including land, building and soft costs. In
addition, if and when Xxxxxxxx-Sonoma occupies the
second building, Xxxxxxxx-Sonoma will purchase and/or
lease approximately $11,300,000 of equipment for the
building. While completion and occupancy of this second
building is presently targeted for 6/1/01,
Xxxxxxxx-Sonoma's going forward with implementing plans
for this second building (as well as the expansions of
this building and the first building discussed), as
well as definitive projected occupancy dates, will
depend on the continued future
29
Mayor Xxxxxx
7-1-98
Page four
growth of Xxxxxxxx-Sonoma's business. Upon its
occupancy of this phase of the Project,
Xxxxxxxx-Sonoma expects to employ an additional
approximately 131 people on an adjusted full-time
basis.
Subsequent to the completion and stabilization of the
first two buildings, plans call for each building to be
expanded as and when Xxxxxxxx-Sonoma's needs require
by 318,000 square feet and 380,000 square feet
respectively. We have been advised by Xxxxxx
Properties that the costs of such expansion will be
approximately $11,100,000 and $13,300,000
respectively, for building and soft costs.
Xxxxxxxx-Sonoma expects that each such expansion will
contain between $7,000,000 and $8,500,000 of equipment
to be purchased and/or leased by Xxxxxxxx-Sonoma. We
anticipate that as and when these two expansions go
forward, employment for another 174 people on an
adjusted full-time basis will be provided.
The total estimated project cost for the first
building alone (including equipment therein) (but not
including the second building or future expansions of
the first and second buildings or equipment therein)
is expected to be approximately $50,000,000. For the
purpose of the MBIA loan and the Economic Development
Highway Program Grant, assuming satisfaction of the
conditions set forth above, upon occupancy of the
first building, Xxxxxxxx-Sonoma commits to expend
approximately $20,000,000 in equipment lease payments,
machinery, and equipment for the project with the
balance of the project costs to be financed by the
project developer and Xxxxxxxx-Sonoma's anticipated
landlord, Xxxxxx Properties. Other project costs
(i.e., necessary public infrastructure) will be met
with an MBIA loan totaling $2,000,000 and an Economic
Development Highway Grant totaling $6,500,000.
o The time schedule for implementation and completion of
the Project, evidencing an expeditious completion of
the Project.
Xxxxxxxx-Sonoma is informed that Xxxxxx Properties
expects to begin work on the first building of the
project in June 1998 and expects the first building to
be completed by June 1, 1999. If
30
Mayor Xxxxxx
7-1-98
Page five
Xxxxxxxx-Sonoma continues to grow at its current rate, it is
anticipated that Xxxxxxxx-Sonoma will want to take occupancy of
the second building by June 1, 2001.
o A verifiable statement that the Project could not be
completed without the infusion of the requested public
funds.
Xxxxxx Properties has advised Xxxxxxxx-Sonoma that
without the infusion of MBIA funds, the completion of
the project would not be feasible.
A statement of intention to operate the Project for a time period equal to
the term of the loan to the Local Sponsor.
o Assuming satisfaction of the conditions set forth above,
Xxxxxxxx-Sonoma intends to operate its Olive Branch, DeSoto
County facility for at least the ten (10) year duration of the
loan.
o Any commitment to pay rental on the Project or to make loan
payments to the Local Sponsor.
o The City of Olive Branch will repay the MBIA loan. Neither Xxxxxx
Properties nor Xxxxxxxx-Sonoma intends to pay rental or make loan
payments to the City of Olive Branch.
o A statement that the specific improvements are necessary for the
efficient and cost effective operation of the Project, together
with supporting financial and engineering documentation.
o The proceeds of the MBIA loan will be used for the construction
of non-road infrastructure improvements to serve the facility.
MBIA funds are necessary for the efficient and costs effective
operation of the project.
o A notarized statement of willingness to xxxxx x xxxx on the facility for
which the improvements are being provided or to otherwise collateralize the
loan. Such lien may be foreclosed in the event that the Private Company
fails to operate the Project in accordance with the terms of any agreements
among the parties involved in the financing of the project.
31
Mayor Xxxxxx
7-1-98
Page six
o The improvements proposed by this project will be publicly owned
infrastructure. Neither Xxxxxx Properties nor Xxxxxxxx-Sonoma will
make loan payments to repay the MBIA loan and, accordingly, neither
Xxxxxx Properties nor Xxxxxxxx-Sonoma will grant any liens on the
facility with respect to such loan.
o A statement of willingness to comply with non-discrimination and equal
employment opportunity requirements.
o Williams-Sonoma will comply with all applicable federal and state laws
governing non-discrimination and equal employment opportunity.
Xxxxxxxx-Sonoma anticipates that Xxxxxx Properties will provide a
similar undertaking.
o Evidence that there will be a Private Match of at least three dollars
($3.00) for every one dollar ($1.00) of MBI assistance.
o The private match ratio is approximately 25 to 1 for the first
building. Other funds -- $30,000,000, Xxxxxx Properties land, building
and soft costs, plus $20,000,000 Xxxxxxxx-Sonoma equipment expense.
(Additionally, Economic Development Highway Program will be requested
to provide $6,500,000) and MBIA funds - $2,000,000.
o Evidence the proposed project will create at least one (1) net new
full-time equivalent job for every fifteen thousand dollars ($15,000)
either loaned or granted for the Project.
o For the purposes of the MBIA loan and this letter of intent, upon
satisfaction of the conditions set forth above with respect to the
first building, Xxxxxxxx-Sonoma commits to create and maintain 134
jobs on an adjusted full-time basis for a minimum of ten (10) years
after its initial project occupancy. This equals one (1) net new
full-time job for every $15,000 loaned.
o From and after its initial project occupancy, job creation will be
documented by Xxxxxxxx-Sonoma by annually submitting a report entitled
"Statement of Job Creation" to the Mississippi Department of Economic
and Community Development.
32
Mayor Xxxxxxx
7-1-98
Page seven
o The actual number of full-time equivalent jobs may well exceed the
minimum commitment. If the second building and further expansions of
the first and second building are realized as anticipated,
approximately 540 full-time equivalent jobs are expected to be
generated by the Project.
Thank you for your willingness to participate in the MBIA program and for your
cooperation and assistance in making this project become a reality.
If additional information is required, please feel free to contact me at your
convenience.
Sincerely,
/s/ XXXXXX XXXXXX
---------------------------------------
W. Xxxxxx Xxxxxx
HL/ea
33
EXHIBIT "B"
Illustrations of State Tax Benefits to Xxxxxx
B-1
34
EXHIBIT B
State Tax Benefits to
Xxxxxx Properties, Inc.
(a) Mississippi Sales and Use Taxes
A Mississippi sales tax exemption is available for Project purchases
financed with the proceeds of certain bonds issued by the Mississippi Business
Finance Corporation (the "MBFC"). Such exemption constitutes a full exemption
from Mississippi sales and use taxes otherwise due on bond financed Project
purchases (the "Sales Tax Exemption"). The applicable Mississippi sales and
use tax rates are generally seven percent (7%), with a special rate of one and
one-half percent (1 1/2%) relating to certain manufacturing machinery.
(b) Mississippi Contractors' Tax
No exemption is available from the Mississippi contractors' tax. The
contractors' tax is imposed at a rate of three and one-half percent (3 1/2%) on
the construction contract price of a contract where total compensation exceeds
$10,000, with a special rate of one and one-half percent (1 1/2%) for amounts
representing sale of manufacturing machinery; the contractors' tax does not
apply to additions to property which retains its identity as personal property.
However, although Mississippi law provides no statutory exemption from the
contractors' tax, it is possible to minimize the contractors' tax using a
direct purchase approach. Under this approach, a "labor only" construction
contract is negotiated with the construction company or contractor (the
"Contractor") by which the building materials are to be directly purchased by
the party borrowing the bond proceeds (the "Company"). Since no part of the
construction contract involves the acquisition of materials, the contractors'
tax base would be lowered by the cost of building materials purchased directly
by the Company, and therefore the contractors' tax liability will be reduced. A
contractors' tax would still be imposed at the rate of three and one-half
percent (3 1/2%) on the gross compensation paid to the Contractor for labor
under the construction contract. The Company may assert the Sales Tax Exemption
to realize total relief from Mississippi sales taxes on the purchase of
building materials.
Mississippi sales tax is not imposed on contractors' purchases of
component materials which are subject to the contractors' tax. In other words,
such transactions will not be subject to both taxes. In summary, the building
material purchases, which would otherwise be subject to the three and one-half
percent (3 1/2%) contractors' tax, from which there is no exemption, will be
treated as transactions subject to sales tax, (i.e., purchases by the Company),
against which the Sales Tax Exemption may be utilized. Therefore, the net effect
of this method is that the Company will enjoy a tax savings of three and
one-half percent (3 1/2%) on the building materials utilized in the project.
35
EXHIBIT "C"
Illustrations of State Tax Benefits to Xxxxxxxx-Sonoma
C-1
36
EXHIBIT C
State Tax Benefits to
Xxxxxxxx-Sonoma, Inc.
(1) Mississippi Sales and Use Taxes
A Mississippi sales tax exemption is available for project purchases
financed with the proceeds of certain bonds issued by the Mississippi Business
Finance Corporation (the "MBFC"). Such exemption constitutes a full exemption
from Mississippi sales and use taxes otherwise due on bond financed project
purchases and certain leasing transactions (the "Sales Tax Exemption"). The
applicable Mississippi sales and use tax rates are generally seven percent
(7%), with a special rate of one and one-half percent (1-1/2%) relating to
certain manufacturing machinery.
(2) Mississippi Income Tax Credits
(i) Operator of the Project
A company financing certain qualified projects, including warehouses and
distribution centers, under Mississippi Rural Economic Development Assistance
Program administered by the Mississippi Business Finance Corporation receives
credits on Mississippi corporate income taxes. Such credits are based on a
function of the company's project-related debt service on bonds issued under
the program (the "RED Bonds"). The annual debt service for a project includes
all costs associated with the issuance of bonds, letters of credit, annual
service fees, and principal and interest payments. The lease between the Xxxxxx
entity which own the land and real property ("Xxxxxx") and Xxxxxxxx-Sonoma,
Inc. or its affiliate ("Xxxxxxxx-Sonoma") will be drafted to provide that the
lease payments payable by Xxxxxxxx-Sonoma which are allocable to the debt
service on the RED Bonds will generate the income tax credits and
Xxxxxxxx-Sonoma, as the operator of the facility, will utilize the income tax
credits.
Xxxxxxxx-Sonoma will receive a credit against its Mississippi corporate
income tax based upon the amount of debt service it pays with respect to RED
Bonds (both in the form of rent, with respect to the RED Bonds issued to
finance the cost of the land and real property, and direct payments of debt
service by Xxxxxxxx-Sonoma with respect to RED Bonds issued to finance the
machinery and equipment); provided, the amount of the credit is limited to a
maximum of eighty percent (80%) of its Mississippi income tax liability in each
tax year.
If the annual debt service payments exceed the Mississippi income tax
credits available for utilization in a tax year, Xxxxxxxx-Sonoma may carry
forward the unused credits for application in succeeding years not to exceed
three (3) years following the year in which the credits were earned.
(ii) Project Job Creation
A job tax credit is available upon application for certain types of
businesses, including
37
warehouses and distribution centers, for the creation of new jobs. The amount
of the credit is a function of the number of the net new jobs created. The
amount of the credit available for a project in DeSoto County is Five Hundred
Dollars ($500.00) annually for each net new full-time employee job for five (5)
years beginning with year two (2) and continuing through year six (6) after the
creation of the job.
38
EXHIBIT "D"
Illustration of Ad Valorem Taxes, Tax Exemption and Fee in Lieu of Taxes
D-1
39
EXHIBIT "D"
FEE IN LIEU OF TAX ILLUSTRATION
A. CURRENT MILLAGE RATES
- County Millage Rates
- 84.78 Total County Xxxxx
- 48.40 School Xxxxx
- 7.04 Road and Bridge Xxxxx
- City Millage Rates:
- 25.5 Total City Xxxxx
- School Millage 48.40
-------------------- = ----- = 57%
Total County Millage 84.78
B. AD VALOREM TAXES WITHOUT EXEMPTION
- Assumption -- $100,000,000 appraised value of project*
- $100,000,000 x 15% = $15,000,000 x 0.08478 = $1,271,700 Total
Co. Tax
- $100,000,000 x 15% = $15,000,000 x 0.02550 = $ 382,500 Total
City Tax
C. EXEMPTION UNDER Section 00-00-000
- County taxes under Section 101 exemption:
- $100,000,000 (project assumed value) x 15% = $15,000,000 x 0.05544
(school, road & bridge) = $831,600**
- City taxes under Section 101 exemption will be zero (0).
D. CRITERIA IN FEE IN LIEU DETERMINATION
Upon attainment of the $100,000,000 capital investment threshold referred
to in the Memorandum of Understanding, the County and the Companies will
enter into Fee in Lieu Agreements. Under Section 00-00-000 of Mississippi
Code, fee-in-lieu payments to the County cannot be less than 1/3 of the
taxes otherwise payable to the County. Based upon the assumed appraised
value indicated above:
Taxes Fee-in-Lieu
----- -----------
DeSoto County 1,271,700 x 1/3 = 423,900
================================================================================
* Note -- The assumed appraised value of $100,000,000 is for purposes of
illustration only, and shall not be deemed to be a stipulated
or agreed appraised value.
** Note -- During the first three (3) years following the closing of the
MBIA loan there will be no debt service payments on the MBIA
loan, [Section 3(b) of the Memorandum of Understanding]. After
such three-year period, in the event that the Companies
shall not have attained the $100,000,000 capital investment
threshold referred to in the Memorandum of Understanding, the
exemption from County taxes will be decreased by the amount
of $188,293.89, representing annual debt service on the MBIA
loan; and the County will enter into an interlocal agreement
with the City of Olive Branch pursuant to which it will pay
this sum to the City.
================================================================================
40
Moreover, the fee-in-lieu payments to the County must be set at a level
sufficient to pay (a) road and bridge taxes, (8.23% of the County
millage), (b) the city of Olive Branch, pursuant to an interlocal
agreement, an amount equal to the debt service payments, if any, on the
MBIA loan, and (c) to the school district its pro rata share of the
fee-in-lieu payments (57% of the fee-in-lieu payment):
County fee-in-lieu payments (based upon assumed $100,000,000
appraised value and annual MBIA debt service payment of
$188,293.89);
Road and bridge $104,724.26
Payment to City for MBIA debt service 188,293.89***
School district at 57% 388,419.67
-----------
$681,438.02
(City taxes shall remain fully exempt under Section 101.)
E. COMMITMENT OF CITY OF OLIVE BRANCH
At such time as the Project is put in service and the Companies apply for
an exemption from ad valorem taxes, the city of Olive Branch commits that
it will fully exempt City taxes for a ten (10) year term; provided that
DeSoto County shall simultaneously enter into an interlocal agreement with
the City pursuant to which the County shall pay to the City an amount
equal to the annual debt service payments (if any) on the MBIA loan.
F. COMMITMENT OF DESOTO COUNTY
Until such time as the investment in the Project (as described in the
Memorandum of Understanding) equals or exceeds $100,000,000, DeSoto County
commits that it will exempt the Project from County ad valorem taxes except for
school, road and bridge taxes (currently 48.40 xxxxx and 7.04 xxxxx,
respectively) and except for an amount equal to the annual debt service (if any)
on the MBIA loan. After the investment in the Project equals or exceeds
$100,000,000, DeSoto County will enter into Fee in Lieu Agreements with the
Companies pursuant to which they will pay for a ten (10) year term (aggregated
with the exemption period under Section 27-31-101) fees in lieu of taxes equal
to the sum of (a) 8.23% of the amount of the total County taxes which would
have been payable in absence of any exemption or Fee in Lieu Agreement (the
"Road and Bridge Component"); plus (b) an amount equal to the debt service
payments, if any, on the MBIA loan (the "Debt Service Component"), plus (c)
such amount as is required in order to provide a payment to the DeSoto County
school district equal to 57% of the total fee in lieu of payments to DeSoto
County (the "School Component"); provided, however, that in no event shall the
fees in lieu of taxes payable to the County hereunder be less than one-third
(1/3) of the amount of taxes which would have been payable to the County in
absence of any exemption of Fee in Lieu Agreement. DeSoto County agrees to
enter into an interlocal agreement with City of Olive Branch providing for
payment by the County to the City of the Debt Service Component. The fee in
lieu of taxes shall be determined annually in the manner hereinabove set out to
reflect changes in millage rates, appraised value and debt service payments due
during such year.
================================================================================
*** Note -- In any year when there is no debt service due on the
MBIA loan or the debt service is less than set out in the
illustration, the fee-in-lieu payment shall be adjusted to
reflect such actual debt service payment.
================================================================================
- 2 -
41
E-1
EXHIBIT "E"
Road Configurations and Specifications
The County shall extend Polk Lane from Xxxxxxx Road to State Line Road with
completion prior to April 1, 1999. The County shall provide a minimum 80'-0"
wide right-of-way along the 48'-0" wide road (four lane) for electrical lines
and underground utilities, including water, sewer, telephone and natural gas.
The road shall have concrete curb and gutters, bermed landscaping, concrete
sidewalks, pylon sign, storm drainage, and road way lighting at a coverage of
1/2 FC average. The roadway shall be constructed on 12" crushed stone base or 8"
soil cement base, 3" asphalt binder course and 1.5" asphalt wearing surface.
Existing Polk Lane through the Property and the Option Property must be
terminated and right-of-way abandoned by September 1, 1998 to allow construction
to commence on the proposed building. This includes termination of any utilities
which might conflict with the proposed building.
E-1
42
EXHIBIT "F"
Property
PARCEL I
LOCATED IN DESOTO COUNTY, MISSISSIPPI:
BEING A SURVEY OF PART OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, PART
OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, PART OF THE SOUTHWEST QUARTER
OF THE NORTHEAST QUARTER AND PART OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER, SECTION 25, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY MISSISSIPPI
AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 25; THENCE S89(Degree)32'11"W
ALONG THE NORTH LINE OF SAID SECTION 25 A DISTANCE OF 80.00 FEET TO A POINT;
THENCE S00(Degree)31'04"E ALONG A LINE THAT IS 80.00 FEET WEST OF AND PARALLEL
TO THE EAST LINE OF SAID SECTION 25 A DISTANCE OF 1976.49 FEET TO THE POINT OF
BEGINNING; THENCE CONTINUING S00(Degree)31'04"E ALONG A LINE THAT IS 80.00 FEET
WEST OF AND PARALLEL TO THE EAST LINE OF SAID SECTION 25 A DISTANCE OF 1550.00
FEET TO A POINT; THENCE S89(Degree)29'39"W A DISTANCE OF 1950.59 FEET TO A FOUND
IRON PIN; THENCE N00(Degree)46'30"W A DISTANCE OF 1540.82 FEET TO A POINT;
THENCE N89(Degree)13'30"E A DISTANCE OF 1957.52 FEET TO THE POINT OF BEGINNING
AND CONTAINING 3,019,801 SQUARE FEET OR 69.325 ACRES.
[A PORTION OF THIS PARCEL I WILL BE CONVEYED TO THE CITY FOR USE IN
CONNECTION WITH THE WATER PLANT THE CITY IS CONSTRUCTING WITH THE
PROCEEDS OF THE MBIA LOAN. THE PORTION TO BE CONVEYED IS MORE
PARTICULARLY DESCRIBED IN EXHIBIT "O" TO THIS MOU.]
F-1
43
PARCEL II
LOCATED IN DESOTO COUNTY, MISSISSIPPI:
BEING A SURVEY OF PART OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, PART
OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, PART OF THE NORTHWEST QUARTER
OF THE NORTHEAST QUARTER AND PART OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER, SECTION 25, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY MISSISSIPPI
AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 25; THENCE S89(Degree)32'11"W
ALONG THE NORTH LINE OF SAID SECTION 25 A DISTANCE OF 80.00 FEET TO A POINT;
THENCE S00(Degree)31'04"E ALONG A LINE THAT IS 80.00 FEET WEST OF AND PARALLEL
TO THE EAST LINE OF SAID SECTION 25 A DISTANCE OF 491.49 FEET TO THE POINT OF
BEGINNING; THENCE CONTINUING S00(Degree)31'04"E ALONG A LINE THAT IS 80.00 FEET
WEST OF AND PARALLEL TO THE EAST LINE OF SAID SECTION 25 A DISTANCE OF 1485.00
FEET TO A POINT; THENCE S89(Degree)13'30"W A DISTANCE OF 1957.52 FEET TO A
POINT; THENCE N00(Degree)46'30"W A DISTANCE OF 1484.99 FEET TO A POINT; THENCE
N89(Degree)13'30"E A DISTANCE OF 1964.19 FEET TO THE POINT OF BEGINNING AND
CONTAINING 2,911,841 SQUARE FEET OR 66.847 ACRES.
[PARCEL II DESCRIBES THE REAL PROPERTY UPON WHICH PHASE I IS TO BE
CONSTRUCTED.]
F-2
44
EXHIBIT "F-1"
Option Property
PARCEL I
LOCATED IN DESOTO COUNTY, MISSISSIPPI:
BEING A SURVEY OF PART OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER, PART OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER, SECTION 25,
TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY MISSISSIPPI AND PART OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER AND PART OF THE SOUTHEAST QUARTER OF
THE SOUTHEAST QUARTER, SECTION 24, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY
MISSISSIPPI AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 25; THENCE S89(Degree)32'11"W
ALONG THE NORTH LINE OF SAID SECTION 25 A DISTANCE OF 80.00 FEET TO THE POINT OF
BEGINNING; THENCE S00(Degree)31'04"E ALONG A LINE THAT IS 80.00 FEET WEST OF AND
PARALLEL TO THE EAST LINE OF SAID SECTION 25 A DISTANCE OF 491.49 FEET TO A
POINT; THENCE S89(Degree)13'30"W A DISTANCE OF 1964.19 FEET TO A POINT; THENCE
N00(Degree)46'30"W A DISTANCE OF 1351.48 FEET TO A POINT; THENCE
N89(Degree)13'30"E A DISTANCE OF 1965.03 FEET TO A POINT; THENCE
S00(Degree)51'56"E ALONG A LINE THAT IS 80.00 FEET WEST OF AND PARALLEL TO THE
EAST LINE OF SAID SECTION 24 A DISTANCE OF 860.00 FEET TO THE POINT OF BEGINNING
AND CONTAINING 2,656,423 SQUARE FEET OR 60.983 ACRES.
[THIS PARCEL I OF THE OPTION PROPERTY DESCRIBES THE REAL PROPERTY
UPON WHICH THE SECOND BUILDING (AS DESCRIBED IN EXHIBITS "A', "A-1"
AND "A-2" TO THIS MOU) WILL BE CONSTRUCTED IN THE FUTURE.]
F-1-1
45
PARCEL II
LOCATED IN DESOTO COUNTY, MISSISSIPPI:
BEING A SURVEY OF PART OF THE SOUTHEAST QUARTER OF THE SOUTHEAST
QUARTER, PART OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER, PART OF THE
NORTHWEST QUARTER OF THE SOUTHEAST QUARTER AND PART OF THE NORTHEAST QUARTER OF
THE SOUTHEAST QUARTER, SECTION 24, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY
MISSISSIPPI AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 24; THENCE S89(Degree)32'11"W
ALONG THE SOUTH LINE OF SAID SECTION 24 A DISTANCE OF 80.00 FEET TO A POINT;
THENCE N01(Degree)51'56"W ALONG A LINE THAT IS 80.00 FEET WEST OF AND PARALLEL
TO THE EAST LINE OF SAID SECTION 24 A DISTANCE OF 860.00 FEET TO THE POINT OF
BEGINNING; THENCE S89(Degree)13'30"W A DISTANCE OF 1965.03 FEET TO A POINT;
THENCE N00(Degree)46'30"W A DISTANCE OF 1509.28 FEET TO A POINT; THENCE
N89(Degree)28'56"E A DISTANCE OF 1962.68 FEET TO A POINT; THENCE
S00(Degree)51'56"E ALONG A LINE THAT IS 80.00 FEET WEST OF AND PARALLEL TO THE
EAST LINE OF SAID SECTION 24 A DISTANCE OF 1500.47 FEET TO THE POINT OF
BEGINNING AND CONTAINING 2,955,335 SQUARE FEET OR 67.845 ACRES.
F-1-2
46
EXHIBIT "G"
Water and Sewer Tap Fees
G-1
47
[SEAL]
Office of Public Utilities
FEE SCHEDULE
Effective Date 1/1/98
RESIDENTIAL TAP FEES
--------------------
Sewer $550.00 Cedar Crest:--------Sewer $750.00
Water $550.00 Water $550.00
Gas $300.00 Gas $300.00
Total $1400.00 Total $1600.00
Xxxx Ridge Brayborne-----------Sewer $400.00
Sewer $750.00 Water $400.00
Water $550.00 Gas $300.00
Gas $300.00 Total $1100.00
Total $1600.00
Fox Creek----Sewer (no sewer) Fairhaven Estates---Sewer $550.00
Water $500.00 Water $550.00
Gas $300.00 Gas $300.00
Total $800.00 Total $1400.00
(note): The minimum water xxxx for Xxx Creek and Brayborne will be $17.60 per
month.
Sewer Tap Fee for Wedgewood/South Manor/Gwyck ------------------------$550.00
DO NOT CHARGE SALES TAX ON RESIDENTIAL CUSTOMERS
--------------------------------------------------------------------------------
COMMERCIAL & INDUSTRIAL FEES (7% sales tax)
-------------------------------------------
(Tap Fee) (Meter) (Tax on Meter) (Total)
Water 3/4" meter $550.00 $ 25.99 $ 1.82 $577.81
1" meter $550.00 $ 69.50 $ 4.87 $624.37
1-1/2" meter $550.00 $179.60 $12.57 $742.17
2" meter $550.00 $318.00 $15.26 $783.26
3" meter $550.00 $412.93 $28.91 $991.83
THESE PRICES ARE FOR THE FIRST 100 FEET ONLY. ANY ADDITIONAL FOOTAGE IS PRICED
AT .50 PER RUNNING FOOT.
0000 Xxxxxx Xxxxx Xxxx - Xxxxx Xxxxxx, Xxxxxxxxxxx 00000
Phone: (000) 000-0000 - FAX (000) 000-0000
Commercial and industrial tap fees
Sewer $550.00
Gas 300.00
48
EXHIBIT "H"
Lauderdale Letter Dated June 19, 1998
H-1
49
XXXXXX X. XXXXXXXXXX P.E.L.S.
0000 XXXXXXX XXXXX XXXXXX
XXXXX XXXXXX, XXXXXXXXXXX 00000
000-000-0000
June 19, 1998
Xxxx Xxxxxx
0000 X. Xxxxxxx
Xxxxx Xxxxxx, Xx. 00000
RE: Additional details on water and sewer service to the
Xxxxxxxx-Sonoma Site in Olive Branch
Dear Xxxx:
This letter is to confirm water and sewer service as per your letter of
commitment to the Xxxxxx Co. for the Xxxxxxxx-Sonoma project. At this time, the
plans are to provide water service to the site by February 1, 1999. The amount
of water is estimated to be 600 gal. per minute. Provide the 300,000 gal. ground
storage tank by April 1, 1999. This tank could be filled with water and the
300,000 gallons of water available for fire protection for the new building at
this time. And provide the elevated tank by July 1, 1999. Also provide for sewer
service by April 1, 1999. As we have talked about before, there are several
things that will need to take place in the next 60 days in order to meet these
dates. You have pointed out many of the items in your letter. In addition to
approvals, releases, completion of the plans, funding and weather, I will need
to start the bidding process. I have projected the following bidding process for
the project. Approval by the Olive Branch Board on July 7, 1998 to bid the
utility work. At that point the earliest bid opening by State law would be the
City board meeting on August 18. The bids would be approved on Sept. 1, 1998.
The contractor then has 30 days to sign the contracts, order material and begin
work on Oct. 1. This means that the approvals, releases, accepting a contractors
bid and funding must all fall in place by Sept. 1 or the Board can not sign a
contract for the work. At this time any delays in the above mentioned bidding
outline will delay the final completion dates. I am proceeding with the
completion of the plans to meet these bid dates. If you have any questions,
please let me know.
Sincerely,
/s/ XXXXXX X. XXXXXXXXXX
-------------------------
Xxxxxx X. Xxxxxxxxxx P.E.
Olive Branch City Engineer
50
EXHIBIT "H-1"
Lauderdale Letter Dated June 30, 1998
X-0 - 0
00
XXXXXX X. XXXXXXXXXX P.E.L.S.
0000 XXXXXXX XXXXX XXXXXX
XXXXX XXXXXX, XXXXXXXXXXX 00000
000-000-0000
June 30, 0000
XxXxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: Xxxxxxxx-Sonoma Project
Dear Xxx:
I have received your letter concerning the ground storage tanks for the
Xxxxxxxx-Sonoma Project. Because of the volume of water needed for the
project, a water plant will need to be constructed on the property. Within the
scope of a water plant package a ground storage tank is needed to provide for
the mixing of chlorine, and soda ash. Also the two surface pumps that provide
for the pumping power of the plant will be connected to the ground storage
tank. The elevated tank connected to the plant will provide for the storage of
extra water for the system for backup fire protection in the area. Enclosed is
a copy of the plant design. If you have any questions, please let me know.
Sincerely,
/s/ XXXXXX X. XXXXXXXXXX
-------------------------
Xxxxxx X. Xxxxxxxxxx P.E.
52
MAP OF WATER PLANT LAYOUT
53
EXHIBIT "I"
Mississippi Code Section 00-00-000
(Fee in Lieu of Taxes)
I-1
54
EXHIBIT "J"
Critical Path of Development for Non-Road Infrastructure
J-1
55
PROJECT SCHEDULE OF UTILITY CONTRACTS FOR THE POLK LANE & XXXXXXX ROAD
PROJECTS & XXXXXXXX-SONOMA FOR THE CITY OF OLIVE BRANCH, MISSISSIPPI
JULY 21, 1998
====================================================================================================================================
PROJECT NAME BID DATE CONTRACT BEGIN PART 1 PART 2 COMPLETION FINAL REMARKS
DATE CONSTRUCTION
------------------------------------------------------------------------------------------------------------------------------------
Elevated Tank August 18 September 1 October 1 December 25 April 1 May 1 June 1
Ground Storage Tank August 18 September 1 October 1 December 1 January 10 February 1 February 7
Water Well August 18 September 1 October 1 December 1 January 10 March 15 April 1
Water Plant August 18 September 1 October 1 December 15 January 1 February 1 February 1
Water Mains August 18 September 1 October 1 December 1 January 10 January 15 February 1
Gas Services City Crews City Crews February 1 N/A N/A April 1 April 1
High Pressure Gas September 15 October 6 November 6 January 1 May 15 July 1 July 1
Sewer Main September 15 October 6 November 6 January N/A March 15 April 1
====================================================================================================================================
Prepared by X.X. Xxxxxxxxxx
56
EXHIBIT "J-1"
Critical Path of Development for Roads
J-1-1
57
CRITICAL PATH SCHEDULE FOR COUNTY - REVISED
7/29/98
Survey Design Acquisition Award Start Construction
Completion Completion Completion Advertise Contract Construction Completion
------------------------------------------------------------------------------------------------------------------------------
South Polk Lane Completed 7/31/98 8/15/98 10/1/98 11/1/98 12/1/98 4/1/99
Hacks Cross Completed 9/15/98 1/12/99 3/15/99 4/1/99 5/17/99 12/31/99
North Polk Lane 9/10/98 11/2/98 N/A 1/4/99 2/4/99 5/2/99 12/31/99
and Wildwood
Polk Lane Realignment to be completed by 8/7/98.
58
EXHIBIT "K"
Letter Regarding Provision of Electric Power
K-1
59
[THE XXXXXX COMPANY LETTERHEAD]
July 28, 1998
Mr. W. Xxxxx Xxxxxxxxx
Northcentral Mississippi Electric Power Association
X.X. Xxx 000
Xxxxxxx, XX 00000
RE: Electric Power Service to Xxxxxxxx-Sonoma Site on Polk Lane
Dear Xx. Xxxxxxxxx:
This letter shall serve as an agreement between Xxxxxx Properties, Inc.
("Xxxxxx") and Northcentral Mississippi Electric Power Association
("Northcentral") regarding the site located north of Xxxxxxx Road, south of
Desoto Road, east of Olive Branch Airport and west of Polk Lane.
The following terms are agreed upon between the two parties.
1. Northcentral shall remove the existing power lines and poles running along
the east side of Polk Lane from the point 2,200 feet north of Xxxxxxx Road
where the road bends to the west to the point where new, permanent Polk
Lane will intersect with Desoto Road. This removal shall take place prior
to August 15, 1998.
2. Northcentral shall abandon the easement that presently exists on the
property that Xxxxxx has under contract with Xxxxxxxx Properties.
3. Northcentral will provide temporary lines along the west side of temporary
Polk Lane prior to August 15, 1998 to serve those residents north of the
point 2,200 feet north of Xxxxxxx Road where the road bends to the west.
4. Northcentral will construct permanent lines within an easement provided by
Xxxxxx Properties prior to April 1, 1999 as practical. These lines must
have be overhead, high-voltage lines installed for distribution to various
plots. This service should be a minimum of 400 amperes at 25kv.
5. An easement (15) fifteen feet in width parallel to and adjoining the
county road right of way will be provided along the west side of the road,
outside the road right of way. Poles will be located as close as practical
to the road right of way.
Please sign below to acknowledge Northcentral's consent to the above terms.
Sincerely,
/s/ XXXXXX X. XXXXXXX
------------------------
Xxxxxx X. Xxxxxxx
Project Manager
Consent: Northcentral Mississippi Electric Power Association
By: Xxx Xxxxxxx
----------------------
Its: Director of Operations
----------------------
60
EXHIBIT "L"
Letter Regarding Provision of Telephone Service
L-1
61
[XXXXXX LETTERHEAD]
July 28, 1998
Mr. Xxxxxxx Xxxxxxx
Project Engineer
Century Telephone
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
RE: Telephone Service to Xxxxxxxx-Sonoma Site on Polk Lane
Dear Xx. Xxxxxxx,
This letter shall serve as an agreement between Xxxxxx Properties, Inc.
("Xxxxxx") and Century Telephone ("Century") regarding the site located north of
Xxxxxxx Road, south of Desoto Road, east of Olive Branch Airport and west of
Polk Lane.
The following terms are agreed upon between the two parties.
1. Century shall abandon the existing telephone lines running along the east
side of Polk Lane from the point 2,200 feet north of Xxxxxxx Road where
the road bends to the west to the point where now, permanent Polk Lane
will intersect with Desoto Road. This removal shall take simultaneously
with the completion of item #2.
2. Within three days of the installation of temporary power poles and lines
along the temporary Polk Lane by Northern Mississippi Power, Century
Telephone shall provide temporary telephone lines along the west side of
temporary Polk Lane to serve those residents north of the point 2,200 feet
north of Xxxxxxx Road where the road bends to the west.
3. Century shall construct permanent lines within the new, permanent Polk
Lane right-of-way prior to April 1, 1999. These lines must have the
capacity to serve Xxxxxxxx-Sonoma the necessary lines and fiberoptics
previously discussed with Century Telephone.
Please sign below to acknowledge Century's consent to the above terms.
Sincerely,
/s/ XXXXXX X. XXXXXXX
------------------------
Xxxxxx X. Xxxxxxx
Project Manager
Consent: Century Telephone
By: [SIG] 8-5-98
-------------------------
Its: District Mgr.
-------------------------
62
EXHIBIT "L-1"
Letter Regarding Telephone Service Specifications
L-1-1
63
[XXXXXXXX-SONOMA, INC. LETTERHEAD]
ENGINEERING DEPARTMENT
DATE: August 14, 1998
Xx. Xxxxxx Xxxxxxx
The Xxxxxx Company
0000 X. Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
RE: TELEPHONE SERVICE REQUIREMENTS - PROPOSED OLIVE BRANCH D.C.
Xxxxxx,
Please confirm that the following has been discussed between your company and
Century Telephone for the service into the proposed D.C. in Olive Branch:
Per discussion with Xxxxx Xxxxxx on 8/14/98 - SRS
100 POTS Lines
9 T1 Lines
2 Sources of Fiber (preferably in a sonet ring)
All service to be installed no later than April 1, 1999. SRS
/s/ XXXX XXXXXX
---------------------
Xxxx Xxxxxx
Engineering
(000)000-0000
Confirmed:
/s/ XXXXXX X. XXXXXXX
----------------------------
Xxxxxx X. Xxxxxxx
Project Manager
The Xxxxxx Company
64
EXHIBIT "M"
Letter of Mississippi Department of Transportation
Concerning Completion of Xxxxxxx Bypass
M-1
65
[MISSISSIPPI DEPARTMENT OF TRANSPORTATION LETTERHEAD]
August 14, 1998
Xx. Xxx X. Xxxxxxxx
Mississippi Department of Economic
and Community Development
Jackson, Mississippi
Dear Xx. Xxxxxxxx:
This letter is written concerning your inquiry on the SR 302 project in Olive
Branch. It is the intent of MDOT to work with the contractor to ensure the
completion of SR 302 from Polk Lane to Hacks Cross Road by June 30, 1999. The
new intersection of SR 302 and Hacks Cross Road will be signalized by the same
date.
This will give adequate access from Polk Lane to US 78 via Hacks Cross Road. A
traffic signal will be installed on US 178 by June 30, 1999, to enhance the
access.
MDOT will cooperate with the County in placing the proper traffic control
devices at the intersection of Old Xxxxxxx Road and Polk Lane. It is the intent
of MDOT to work with the contractor to ensure the completion of SR 302 from
Hacks Cross Road to US 78 by December 31, 1999.
We trust this provide the level of assurance you need for discussion with your
clients.
Sincerely,
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Chief Engineer
JHK/cc
pc: District Engineer
Central Files
66
EXHIBIT "N"
Letter of Metro DeSoto Company Releasing Certificated Rights
N-1
67
[SEAL OF OLIVE BRANCH, MISSISSIPPI]
Office of the Mayor
August 11, 1998
Xx. Xxxxx X. Xxx, Executive Director
Mississippi Public Service Commission
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
Dear Xx. Xxx:
The City of Olive Branch, Mississippi, has recently annexed an area
certificated to Metro DeSoto Company. The area in question is a portion of the
area certificated to Metro DeSoto Company by order of the Mississippi Public
Service Commission in Cause No. U-4136 for water and U-4137 for sewer.
It is our desire to cancel and release the portion of the Certificates of
Public Convenience and Necessity for a portion of the area which is being
annexed.
Enclosed are the following items supporting our request:
1. A metes and bounds description of the area to be canceled.
2. A map showing corporate boundaries of the City, franchise area of Metro
DeSoto, and area to be canceled.
3. A Resolution from the Board of Directors of Metro DeSoto Company
releasing the area to the City.
We respectfully request that the Commission cancel the Certificates of Public
Convenience and Necessity for the area described.
Respectfully,
City of Olive Branch
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx, Mayor
68
Metro DeSoto Company
By: [SIG]
--------------------------------------
Senior Vice President
69
OVERALL
PROPERTY DESCRIPTION
BEING A SURVEY OF PART OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, PART
OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, PART OF THE SOUTHWEST
QUARTER OF THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHEAST
QUARTER, SECTION 24, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY MISSISSIPPI
AND PART OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER, THE NORTHEAST
QUARTER OF THE NORTHEAST QUARTER, PART OF THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, PART OF THE
NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, AND PART OF THE NORTHEAST QUARTER
OF THE SOUTHEAST QUARTER, SECTION 25, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO
COUNTY MISSISSIPPI AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 25; THENCE S00(DEGREES)
31'04"E ALONG THE EAST LINE OF SAID SECTION 25 A DISTANCE OF 3526.43 FEET TO A
POINT; THENCE S89(DEGREES) 29'39"W PASSING THROUGH AN IRON PIN AT 40.00 FEET, A
TOTAL DISTANCE OF 2030.59 FEET TO A FOUND IRON PIN; THENCE N00(DEGREES) 46'30"W
A DISTANCE OF 5886.57 FEET TO A POINT; THENCE N89(DEGREES) 28'56"E A DISTANCE OF
2042.68 FEET TO A POINT ON THE EAST LINE OF SAID SECTION 24; THENCE S00(DEGREES)
51'56"E ALONG THE EAST LINE OF SAID SECTION 24 A DISTANCE OF 2360.54 FEET TO THE
POINT OF BEGINNING AND CONTAINING 12,014,357 SQUARE FEET OR 275.812 ACRES.
70
[MAP OF PROJECT]
71
RESOLUTIONS OF METRO DESOTO UTILITIES CO., INC.
BE IT RESOLVED, that the Board of Directors of Metro DeSoto Utilities Co.,
Inc. has determined that it is in the best interest of the Company to, and does
hereby authorize and approve the release from the area in Desoto County which
is certificated to Metro DeSoto Utilities Co., Inc. that portion of such
certificated area as is described in EXHIBIT "A" attached to these resolutions
and made a part hereof, such release to be effective as to water and sewer
services.
BE IT FURTHER RESOLVED, that Xxxxxx X. Xxxxxxxx, the Senior Vice President
of the Company, be, and he is hereby authorized and empowered in behalf of the
Company, to execute and deliver any and all such instruments and documents as
may be necessary to effectuate the decertification of the land in EXHIBIT "A"
from the area certificated to the Company.
I, Xxxxxx X. Xxxxxxxxx, do hereby certify that I am Secretary/Assistant of
Metro DeSoto Utilities Co., Inc., a corporation organized and existing under
the laws of the State of Mississippi, and that as such Secretary/Assistant
Secretary, I am keeper of its corporate records. I further certify that the
above and foregoing is a true, correct and exact copy of the Resolutions
unanimously passed at a special meeting of the Board of Directors of the
corporation held on the 10th day of August, 1998, in strict accordance with law
and the charter and bylaws of the corporation, at which meeting a quorum was
continuously present, and that said Resolutions are not in full force and
effect and have been spread upon the minute book of the corporation.
I further certify that Xxxxxx X. Xxxxxxxx is the Senior Vice President of
Metro DeSoto Utilities Co., Inc.
Dated this 14th day of August, 1998.
/s/ XXXXXX X. XXXXXXXXX
----------------------------------
Xxxxxx X. Xxxxxxxxx, Assistant Secretary
Metro DeSoto Utilities Co., Inc.
72
EXHIBIT "A"
OVERALL
PROPERTY DESCRIPTION
BEING A SURVEY OF PART OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, PART
OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, PART OF THE SOUTHWEST
QUARTER OF THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHEAST
QUARTER, SECTION 24, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY MISSISSIPPI
AND PART OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER, THE NORTHEAST
QUARTER OF THE NORTHEAST QUARTER, PART OF THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, PART OF THE
NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, AND PART OF THE NORTHEAST QUARTER
OF THE SOUTHEAST QUARTER, SECTION 25, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO
COUNTY MISSISSIPPI AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 25; THENCE S00 DEGREES 31'
04"E ALONG THE EAST LINE OF SAID SECTION 25 A DISTANCE OF 3526.43 FEET TO A
POINT; THENCE S89 DEGREES 29'39"W PASSING THROUGH AN IRON PIN AT 40.00 FEET, A
TOTAL DISTANCE OF 2030.59 FEET TO A FOUND IRON PIN; THENCE N00 DEGREES 46'30"W
A DISTANCE OF 5886.57 FEET TO A POINT; THENCE N89 DEGREES 28'56"E A DISTANCE OF
2042.68 FEET TO A POINT OF THE EAST LINE OF SAID SECTION 24; THENCE S00 DEGREES
51'56"E ALONG THE EAST LINE OF SAID SECTION 24 A DISTANCE OF 2360.54 FEET TO
THE POINT OF BEGINNING AND CONTAINING 12,014,357 SQUARE FEET OR 275.812 ACRES.
73
CITY OF OLIVE BRANCH, MISSISSIPPI
August 13, 1998
Mr. Xxx Stock
Xxxx Enterprises Real Estate & Investment
000 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
RE: DECERTIFICATION OF XXXXXXX-SONOMA PROJECT AND RELATED PROPERTY
Dear Xxx:
This letter is to confirm the understanding between Metro DeSoto Utilities
Co., Inc. ("Metro") and the City of Olive Branch, Mississippi ("City") regarding
the release and cancellation of the Certificates of Public Convenience and
Necessity (the "Certificates") of Metro to provide water and sewer services to
the approximately 275-acre tract (the "Property") described in EXHIBIT "A",
attached hereto and incorporated herein by reference.
1. Metro agrees to sign and deliver to the City that certain letter
from the City to the Executive Director of the Mississippi Public Service
Commission ("Commission") dated August 11, 1998, requesting the release and
cancellation of the Certificates (the "Decertification Letter"), the
original of which was previously delivered to Metro.
2. Metro agrees to assist the City in obtaining the approval of the
Commission to release and cancel the Certificates and to take such other
actions as are reasonably requested by the City in connection therewith.
3. In consideration of Metro's assistance pursuant to Paragraphs (1)
and (2) above, the City agrees to enter into an Economic Development
Agreement with Metro which will provide that, in the event any portion of
the Property is ever developed and occupied by any user (whether by lease
or otherwise) other than Xxxxxxxx-Sonoma, Inc. or a wholly owned subsidiary
of Xxxxxxx-Sonoma Inc. ("Xxxxxxxx-Sonoma"), the City shall deliver written
notice thereof to Metro. Within thirty (30) days of its receipt of such
notice, Metro shall notify the City in writing whether Metro desires to
recertify the portion of the Property occupied or to be occupied by such
non-Xxxxxxxx-Sonoma user. If Metro notifies the City that it desires to
recertify such portion of the Property in the name of Metro, then the City
shall take all such steps as are reasonably required in order to cause the
Commission to decertify the City's right to provide water and sewer service
to the portion of the Property occupied or to be occupied by the
non-Xxxxxxxx-Sonoma user.
74
4. Metro understands and agrees that any portion of the Property which
is initially used by Xxxxxxxx-Sonoma (whether as owner or lessee thereof)
shall not be subject to Metro's option to obtain recertification; it being
understood that any portion of the Property so used by Xxxxxxxx-Sonoma
shall be and remain at all times certificated to the City.
If the terms and conditions as outlined herein are acceptable to Metro,
please indicate your acceptance thereof by signing a copy of this letter in the
space provided below and returning the signed copy to me. Additionally, please
send me the Decertification Letter signed by Metro, together with the
Resolutions and other Exhibits referenced therein, so that we may initiate the
decertification process. Shortly, we will begin drafting the Economic
Development Agreement between Metro and the City which incorporates the general
terms and conditions outlined herein.
Thank you,
Sincerely,
CITY OF OLIVE BRANCH, MISSISSIPPI
By: /s/ XXXXXX X. XXXXXX
-------------------------------
Xxxxxx X. Xxxxxx, Mayor
Accepted this 14th day of August, 1998:
METRO DESOTO UTILITIES CO., INC.
By: [SIG]
----------------------------------
Title:
----------------------------------
75
EXHIBIT "A"
OVERALL
PROPERTY DESCRIPTION
BEING A SURVEY OF PART OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, PART
OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, PART OF THE SOUTHWEST
QUARTER OF THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHEAST
QUARTER, SECTION 24, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY MISSISSIPPI
AND PART OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER, THE NORTHEAST
QUARTER OF THE NORTHEAST QUARTER, PART OF THE SOUTHWEST QUARTER OF THE NORTHEAST
QUARTER, THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, PART OF THE NORTHWEST
QUARTER OF THE SOUTHEAST QUARTER, AND PART OF THE NORTHEAST QUARTER OF THE
SOUTHEAST QUARTER, SECTION 25, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY
MISSISSIPPI AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 25; THENCE SOUTH 00 DEGREES
31' 04" EAST ALONG THE EAST LINE OF SAID SECTION 25 A DISTANCE OF 3526.43 FEET
TO A POINT; THENCE SOUTH 89 DEGREES 29' 39" WEST PASSING THROUGH AN IRON PIN AT
40.00 FEET, A TOTAL DISTANCE OF 2030.59 FEET TO A FOUND IRON PIN; THENCE NORTH
00 DEGREES 46' 30" WEST A DISTANCE OF 5886.57 FEET TO A POINT; THENCE NORTH 89
DEGREES 28' 56" EAST A DISTANCE OF 2042.68 FEET TO A POINT ON THE EAST LINE OF
SAID SECTION 24; THENCE SOUTH 00 DEGREES 51' 56" EAST ALONG THE EAST LINE OF
SAID SECTION 24 A DISTANCE OF 2360.54 FEET TO THE POINT OF BEGINNING AND
CONTAINING 12,014,357 SQUARE FEET OR 275.812 ACRES.
76
EXHIBIT "O"
Land to be Dedicated for Water Plant
X-0
00
XXXXXX X. XXXXXXXXXX P.E.L.S.
0000 XXXXXXX XXXXX XXXXXX
XXXXX XXXXXX, XXXXXXXXXXX 00000
000-000-0000
August 14, 1998
DESCRIPTION OF A 0.72 ACRE PARCEL FOR THE XXXXXXXX-SONOMA
WATER PLANT SITE LOCATED IN PART OF THE SOUTHEAST QUARTER OF
SECTION 25; TOWNSHIP 1 SOUTH; RANGE 6 WEST; DESOTO COUNTY,
MISSISSIPPI
Beginning at the northeast corner of Section 25; Township 1 South, Range 6
West; thence south 0 31' 04" east 3526.43 feet along the east line of said
section to a point; thence west 80.0 feet along the south line of the proposed
Xxxxxxxx-Sonoma tract to the point of beginning of the following lot: thence
south 89 29' 39" west 210.0 feet along said south property line to a point;
thence north 0 31' 04" west 150.0 feet to a point; thence north 89 29' 39" east
210.0 feet to a point in the west right of way of new Polk Lane; thence south 0
31' 04" east 150.0 feet to the point of beginning and containing 0.72 acres
more or less. All bearings are true north. Included is also a 15 foot wide
utility easement granted to the City of Olive Branch along and adjacent to the
west right of way line for new Polk Lane and being along the east side of the
proposed 275.81 acre Xxxxxx Properties and/or Xxxxxxxx-Sonoma tract.
X. X. Xxxxxxxxxx L.S.
78
EXHIBIT "P"
Letter of Security Fire Protection Company, Inc.
O-2
79
[SECURITY FIRE LOGO]
August 11, 1998
Xxxxx Engineering Company, Inc.
00 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Re: Xxxxxxxx-Sonoma
Olive Branch, MS
Dear Xxxxx:
Confirming our earlier telephone conversation, in a letter to Xxxx Xxxxxx dated
June 22, 1998, The City of Olive Branch proposed improvements to the water
supply infrastructure to accommodate the fire protection system. A summary of
these proposed improvements is as follows:
1. The City will construct a 300,000 gallon ground storage water tank on
site. This tank will be used to supply the 2,500 gpm diesel engine driven
fire pump and will provide sufficient capacity for the maximum anticipated
sprinkler system demand of 2,600 gpm.
2. The City will also construct an elevated water storage tank adjacent to
the site, complete with a 16-inch water main from the tank to the south
property line. This supply will be capable of providing a minimum of 20
psig at 4,000 gpm at the site. Although not stated, it is also assumed
that this supply will maintain a static pressure of approximately 65 psig
for consistency with the existing gravity fed water supplies for both the
Metro Industrial Park and The City of Olive Branch.
This tank will be used to supply the 2,500 gpm electric motor driven
booster pump. The combined elevated water tank and booster pump assembly
will sufficient for both the maximum anticipated sprinkler system demand
of 2,600 gpm as well as the maximum fire pump flow capability of 3,750
gpm.
The ground storage water tank will be in service by April 1, 1999, whereas the
elevated tank will be in service by July 1, 1999. Accordingly, at least
initially, the ground storage tank and diesel pump will be set up as the
primary supply.
80
Xx. Xxxxx Xxxxx
Xxxxx Engineering Company August 11, 1998
Page 2
The above described water supply improvements are adequate in volume and
pressure to accommodate the K25 method ESFR design established by Factory
Mutual guidelines for storage up to and including 40 feet in buildings with
ceiling heights not exceeding 45 feet.
I trust this information is satisfactory for your needs. However, should you
have any questions or require additional information, please do not hesitate to
contact me.
Cordially,
SECURITY FIRE PROTECTION COMPANY, INC.
/s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx
Executive Vice President
cc: Xxxxxx Xxxx
Xxxxxx Xxxxxxxx
