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82101 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 RESOLUTION NO. 8,210 A RESOLUTION OF THE CITY BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS, AUTHORIZI THE ENTRY INTO AN AGREEMENT TO ISSUE BONDS FOR THE PURPOSE OF SECURING AND DEVELOPING INDUSTRY WITHIN THE CITY. 425 WHEREAS, the City of Little Rock, Arkansas, is authorized under the provisions of Act No. 9 of the Special Session of the General Assembly of the State of Arkansas for the year 1960, as amended ( "Act 911); and WHEREAS, Western Foods, Inc. has evidenced its interest in expanding its industrial facilities within or near the City of Little Rock if the costs of the expansion can be provided through the issuance of bonds under the authority of said Act; and WHEREAS, the City of Little Rock desires to assist Western Foods, Inc. to expand its industrial facilities in or near the City of Little Rock, and to aid in the financing thereof under the provisions of said Act 9; and WHEREAS, it is desirable that the City of Little Rock enter into an Agreement to Issue Bonds for such purpose; NOW, THEREFORE, BE IT RESOLVED BY THE CITY BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: SECTION 1: The Mayor and the City Clerk are hereby authorized to enter into an Agreement expressing the City's intent to issue bonds in substantially the form and substance as attached hereto. Provided however, Western Foods shall be obligated to provide the Director of Finance of the City an independently prepared feasibility analysis or capital expansion analysis acceptable to the City demonstrating the debt worthiness k`xJ 6 •lA+ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 426 of the bond issue no less than 20 calendar days prior to the City Board meeting at which time issuance of the bonds will be voted upon. ADOPTED: October 3, 1989 ATTEST: CA (Y CLERK JAN CZECH MARK STODOLA, CITY ATTORNEY APPROVED: MAYOR LOYD G. VILLINES, III MEMORANDUM OF INTENT This MEMORANDUM OF INTENT is between the City of Little Rock, Arkansas, party of the first part, hereinafter referred to as the "Municipality ", and Western Foods, Inc., an Arkansas Corporation, party of the second part, hereinafter referred to as the "Company ". IN CONSIDERATION of the undertakings of the parties set forth herein and the benefits to be derived therefrom and of other good and valuable consideration, receipt of which is hereby acknowledged, by the parties, the Municipality and the Company AGREE: 1. Preliminary Statement. (a) The Municipality is a duly organized and existing city of the first class under the laws of the State of Arkansas and is authorized by the laws of the State of Arkansas, including particularly Act No. 9 of the First Extraordinary Session of the Sixty- Second General Assembly of the State of Arkansas, approved January 21, 1960, as amended ( "Act 9 "), to issue revenue bonds for financing the costs of acquiring, constructing and equipping industrial facilities (as defined in and authorized by Act 9), and to lease and /or sell the same for such rentals and payments and upon such terms and conditions as the Municipality deems advisable. (b) In order to secure and develop industry which will furnish substantial employment and payrolls (in furtherance of -2- 0270d 421 Q-38 423 the public purpose of Act 9), it is proposed that the industrial project (consisting of lands, buildings, improvements, machinery, equipment and facilities) be expanded and equipped (the "Industrial Facilities "). (c) The Company has determined that it must obtain a commitment from the Municipality that it will issue revenue bonds under Act 9 as the Company and the Municipality, upon advice of counsel, shall deem appropriate and make the proceeds . available for the permanent financing of any part of the costs and expenses incurred in expanding and equipping the Industrial Facilities. (d) The Municipality is willing to commit and to proceed with the issuance of such bonds as and when requested by the Company, in principal amounts necessary to furnish such permanent financing, subject to the receipt of information reflecting the financial feasibility of issuing the bonds, and subject to the satisfaction of all the provisions of Section 211 of that certain Trust Indenture between City of Little Rock, Arkansas, and First Tennessee Banks National Association dated April 1, 1985, relating to additional bonds. (e) The Municipality considers that the expansion and equipping of the Industrial Facilities, and the leasing or sale of all such facilities as are so financed to the Company, will secure and develop industry and thereby promote the general health and economic welfare of the inhabitants of the Municipality and adjacent areas. -3- 0270d 42� 2. Undertakings on the Part of the Municipality. Subject to the conditions above stated, the Municipality agrees as follows: (a) That when requested by the Company, it will authorize and take, or cause to be taken, the necessary steps to issue bonds under Act 9, in the aggregate principal amount necessary to furnish the permanent financing of any part of the costs of accomplishing the Industrial Facilities. In this regard, it is estimated at this time that the cost of the Industrial Facilities will be in the aggregate principal amount of $500,000. Thus, Industrial Development Revenue Bonds will be issued under Act 9 in such amount as shall be requested by the Company for accomplishing all or any part of the Industrial Facilities (the "Bonds "). (b) That it will, at the proper time and subject in all respects to the recommendation and approval of the Company, have the Bonds underwritten and will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary and advisable for the authorization, sale and issuance of the Bonds, the expansion and equipping of the Industrial Facilities, and for the leasing or sale thereof to the Company, all in conformity with Act 9 and any other applicable Federal and state laws and upon terms and conditions mutually satisfactory to the Municipality and the Company. These bonds will be additional bonds as authorized under the -4- 0270d 430 Trust Indenture and Lease Agreement dated April 1, 1985, pertaining to the $1,000,000 industrial development revenue bond issue series 1985 (Western Foods, Inc. project) of March 1, 1985. (c) That the aggregate basic rents or payments (i.e., the rents or payments to be used to pay the principal of, premiums, if any, and interest on the Bonds) payable under leases or sale agreements between the Municipality and the Company shall be sufficient to pay the principal of, premiums, if any, and interest on the Bonds when due. The leases or sale agreements shall contain such provisions as are necessary or desirable, consistent with the authority conferred by Act 9. (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Company. Subject to the conditions above stated, the Company agrees as follows: (a) That it will cooperate with the Municipality in the sale and issuance of the Bonds to the end of achieving timely and favorable marketing thereof. (b) That it will enter into such leases, sale agreements or other appropriate agreements with the Municipality under which the Company will obligate itself to pay to the Municipality rents or payments sufficient to pay the principal of, premiums, if any, and interest on the Bonds when due and containing such -5- 0270d W .= = = r = = = = r 431 other provisions as are necessary or desirable consistent with the authority conferred by Act 9. (c) That it will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. (d) That it is an equal opportunity employer and does not now and will not in the future discriminate against minorities, women, or others. (e) That, in accordance with City Resolution 7,152, Company will submit all available project development particulars to the Director of Finance who will forward the information to the Office of Comprehensive Planning to determine the appropriate clearances relating to rezoning, platting, dedications of right -of -way, fire service, and the like. 4. General Provisions. (a) This Memorandum shall continue in full force and effect until the Industrial Facilities and their financing by Bonds, as hereby specified, is accomplished, and in this regard it is understood that there may be separate issues of Bonds, and separate series within a particular issue, with different maturities, interest rates, redemption provisions and other details. In the case of each issue, and of each series, the Municipality will take appropriate action by ordinance or resolution to sell and authorize the Bonds and to authorize and execute such agreements and documents as may be -6- 0270d determined necessary or desirable by the Municipality and the Company. (b) The Company agrees that it will pay the Municipality's initial expense to consider and approve the bond issue, pursuant to its schedule of charges. (c) The Company agrees that it will make annual payments of .3% of the total amount of bonds issued as the Municipality's charge for use of its credit rating; continued administrative costs; and the many services provided by the Municipality. (d) The Company agrees that it will make payments in lieu of ad valorem taxes for distribution by Municipality to the ad valorem taxing authorities in the amount of 1.2% annually of bonds issued. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum by their officers thereunto duly authorized as of the day of ATTEST: City Clerk (Seal) ATTEST: Secretary (Seal) CITY OF LITTLE ROCK, ARKANSAS Mayor WESTERN FOODS, INC. Howard Huffman, President -7- 0270d 432