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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
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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
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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.
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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
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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
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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
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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
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