8968354
RESOLUTION NO. 8,968
A RESOLUTION AUTHORIZING A MEMORANDUM OF
INTENT BETWEEN THE CITY OF LITTLE ROCK,
ARKANSAS AND AMERICAN FIBER INDUSTRIES, LLC,
PERTAINING TO THE ISSUANCE OF INDUSTRIAL
DEVELOPMENT REVENUE BONDS; AND PRESCRIBING
OTHER MATTERS RELATING THERETO.
BE IT RESOLVED by the Board of Directors of the City of
Little Rock, Arkansas:
Section 1. There is hereby authorized the execution
and delivery of a Memorandum of Intent by and between the City of
Little Rock, Arkansas (the "City ") and American Fiber Industries,
LLC, an Arkansas limited liability company (the "Company ") , and the
Mayor and City Clerk are hereby, authorized to execute and deliver
the Memorandum of Intent for and on behalf of the City. The
Memorandum of Intent is approved in substantially the form
submitted to this meeting, and the Mayor is hereby authorized to
confer with the Company in order to complete the Memorandum of
Intent in substantially the form submitted to this meeting with
such changes as shall be approved by such persons executing the
document, their execution to constitute conclusive evidence of such
approval.
Section 2. The Mayor and City Clerk are hereby
authorized and directed for and on behalf of the City, to do all
things, execute all instruments and otherwise take all action
necessary to the realization of the City's obligations under the
Memorandum of Intent.
PASSED: August 3, 1993.
ATTEST:
City Clerk
APPROVED AS TO FORM:
C rIArney
APPROVED:
I l I
� M M
MEMORANDUM OF INTENT
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355
This MEMORANDUM OF INTENT is between the CITY OF LITTLE
ROCK, ARKANSAS (hereinafter referred to as the "City ") , and
AMERICAN FIBER INDUSTRIES, LLC, an Arkansas limited liability
company (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 City and the Company agree:
1. Preliminary statement. (a) The City is authorized
by the laws of the State of Arkansas, including particularly Title
-14, Chapter 164, Subchapter 2 of the Arkansas Code of 1987
Annotated (the "Act "), to issue revenue bonds for financing the
costs of acquiring, constructing and equipping industrial
facilities (as defined in and authorized by the Act).
(b) It is proposed by the Company that the City issue
its revenue bonds under the Act for the purpose of financing
certain industrial facilities to be acquired, constructed and
equipped within the boundaries of the City at the Little Rock Port
Industrial Park (the "Project "). It is expected at this time that
the Project will consist of an approximately 120,000 thousand
square foot industrial building, to be located on approximately 30
acres of land, together with various machinery and equipment. The
Company expects to use the Project for the manufacture of fibers
and plastic products.
(c) In order to secure and develop industry in
furtherance of the public purpose of the Act, the City is willing
to proceed with the issuance of such revenue bonds as and when
requested by the Company, subject to compliance with all conditions
set forth in the Act.
(d) The City considers that the acquiring, constructing
and equipping of the Project will furnish substantial employment
and payrolls and will thereby promote the economic welfare of the
inhabitants of the City and adjacent areas.
2. Undertakings on the Part of the City. Subject to
the conditions stated herein, the City agrees as follows:
(a) When requested by the Company, the City will take
the necessary steps to issue revenue bonds under the Act in the
aggregate principal amount necessary to furnish the permanent
financing of all or any part of the costs of accomplishing the
Project. It is estimated at this time that revenue bonds in the
aggregate principal amount of up to $20,000,000 will be issued.
However, revenue bonds shall be issued in such amount as shall be
requested by the Company for accomplishing all or any part of the
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Project, whether that amount is more or less than the above
estimate.
(b) The City will, at the proper time and subject in all
respects to the recommendation and approval of the Company, adopt
such proceedings and authorize the execution of such documents as
may be necessary and advisable for the issuance of the bonds, the
acquiring, constructing and equipping of the Project, and the
leasing or sale thereof or the making of loans therefor to the
Company, all in conformity with the Act and any other applicable
federal and state laws and upon terms and conditions mutually
satisfactory to the City and the Company.
(c) The City will take such other action 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 stated herein, the Company agrees as follows:
(a) Upon the issuance of revenue bonds as provided
herein, the Company will enter into appropriate agreements with the
City obligating itself to pay to the City amounts sufficient to pay
the principal of, premium, if any, and interest on the bonds when
due, and containing such other provisions as are necessary or
desirable consistent with the authority conferred by the Act.
(b) The Company will pay to the City an administrative
charge in such amount or amounts established by the City as
compensation to the City for administrative services performed in
connection with the Project and its financing.
(c) The Company is an equal opportunity employer, and it
is the Company's policy not to discriminate against job applicants
or employees on the basis of race, sex, color, national origin,
religion or age in accordance with applicable law.
(d) The Company will pay all costs of the Project and
all financing costs (including all expenses of the City in
authorizing and issuing the bonds) not paid from the proceeds of
the bonds.
(e) The Company will cause the Project to be constructed
in such manner as to conform with all applicable zoning, planning,
building, environmental and other regulations of governmental
authorities having jurisdiction of the Project.
(f) The Company will take such other action and adopt
such further proceedings as may be required to implement the
aforesaid undertakings or as it may deem appropriate in pursuance
thereof.
4. Ad Valorem Taxation. The City and the Company are
informed and understand that all or part of the properties
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357
comprising the Project may be exempt from ad valorem taxes by
virtue of their ownership by the City, and in such case, the
Company will agree to make payments to the City in lieu of ad
valorem taxes as the parties shall negotiate. The amount and other
details concerning such payments will be embodied in an appropriate
agreement between the City and the Company which is mutually
acceptable.
5. General Provisions. (a) This Memorandum of Intent,
and the Resolution authorizing it, are intended as official action
toward the issuance of the bonds as may be required by the Internal
Revenue Code of 1986, as amended, and applicable rulings and
regulations thereunder.
(b) As specified in the Act, the revenue bonds issued as
- provided herein will not be general obligations of the City, but
will be special obligations, and in no event will they constitute
an indebtedness of the City within the meaning of any
constitutional or statutory limitation.
(c) The revenue bonds issued as provided herein may be
issued under laws of the State of Arkansas other than the Act as
the City shall deem appropriate or desirable.
(d) The Company may revise the plans for the Project and
the facilities presently expected to comprise the Project at any
time and from time to time in any respect, including, without
limitation, any changes therein, additions thereto, substitutions
therefor and deletions therefrom, and this Memorandum of Intent
shall apply thereto.
(e) This Memorandum of Intent shall continue in full
force and effect until the Project and its financing by revenue
bonds (including bonds issued in separate series) is accomplished.
(f) Any or all of the undertakings of the Company
pursuant to this Memorandum of Intent may be completed or performed
by any corporation or partnership related to the Company as may
hereafter be determined by the Company.
IN WITNESS WHEREOF, the City and the Company have entered
into this Memorandum of Intent by their officers thereunto duly
authorized, as of the 3rd day of August, 1993.
ATTEST:
(SEAL)
City Clerk
CITY OF LITTLE ROCK, ARKANSAS
By
Mayor
ATTEST:
(title)
(SEAL)
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AMERICAN FIBER INDUSTRIES, LLC
(title)