7281RESOLUTION NO. 7,281 127
A RESOLUTION OF THE CITY BOARD OF DIRECTORS OF THE CITY OF LITTLE
ROCK, ARKANSAS, AUTHORIZING THE ENTRY INTO AN AGREEMENT TO ISSUE
BONDS FOR THE PURPOSE OF SECURING AND DEVELOPING INDUSTRY WITHIN
THE CITY
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 9 "); 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, THAT:
1. The Mayor and the City Clerk of the City of Little Rock,
Arkansas, be authorized to enter into an Agreement to Issue Bonds
in substantially the form and substance as follows:
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128
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 acknowl-
edged, 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 Extra-
ordinary 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, con-
structing 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 the
public purpose of Act 9), it is proposed that an industrial pro-
f ject (consisting of lands, buildings, improvements, machinery,
129
equipment and facilities) be acquired, constructed and equipped
(the "Industrial Facilities ").
(c) The Company has determined that it must obtain a commit-
ment from the Municipality
Act 9 as the Company and tl
shall deem appropriate and
permanent financing of any
in acquiring, constructing
Facilities.
that it will issue revenue bonds under
ie Municipality, upon advice of counsel,
make the proceeds available for the
part of the costs and expenses incurred
and equipping the Industrial
(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.
(e) The Municipality considers that the acquiring, construct-
ing 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.
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 fur-
nish the permanent financing of any part of the costs of
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130
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 $1,300,000.00. 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 authorizaton, sale and
issuance of the Bonds, the acquiring, constructing 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 appli-
cable federal and state laws and upon terms and conditions
mutually satisfactory to the Municipality and the Company.
(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 con-
tain 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
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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 other provi-
sions 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 for the appropriate clearances relating to
rezoning, platting, dedications of right- of- way,_fire service, and
the like.
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4. General Provisions. (a) This Memorandum shall continue
in full force and effect until the Industrial Facilities and their
financing by Bonds, as herein 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 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 aqrees that it will make annual payments of
.38 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 1.28 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 • 1984•
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rs . ar .� w w� r .�. r � � � � � •� �
ATTEST:
City Clerk
(SEAL)
ATTEST:
ecretary
(SEAL)
CITY OF LITTLE ROCK, ARKANSAS
BY:
Mayor
WESTERN FOODS, INC.
By:
Howard Huffman, President
133
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2. This Resolution shall be in full force and effect from
and after its adoption.
ADOPTED: November 6, 1984
ATTEST: FCity Clerk Jane Czech
134
APPROVED:
Mayor J. W. Benafield