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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 M M 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 356 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 mom =�Mmqwm= MM 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) 358 AMERICAN FIBER INDUSTRIES, LLC (title)