7110= = M = M
RESOLUTION NO. 7,110
A RESOLUTION AUTHORIZING A MEMORANDUM OF
INTENT BY AND BETWEEN THE CITY OF LITTLE
ROCK, ARKANSAS, AND .COLEMAN DAIRY, INC.
PERTAINING TO THE ISSUANCE OF INDUSTRIAL
DEVELOPMENT REVENUE BONDS FOR FINANCING THE
COST OF ACQUIRING, CONSTRUCTING AND EQUIPPING
FACILITIES FOR INDUSTRY; AND
PRESCRIBING OTHER MATTERS RELATING THERETO.
BE IT RESOLVED by the Board of Directors of the City of
Little Rock, Arkansas:
Section 1. That there be, and there is hereby authorized
the execution and delivery of a Memorandum of Intent by and
between the City of Little Rock, Arkansas (the "Municipality "),
and Coleman Dairy, Inc., an Arkansas corporation (the
"Company "), in substantially the form and with substantially
the contents hereinafter set forth, and the Mayor and City
Clerk be, and they are hereby, authorized to execute and
deliver the Memorandum of Intent for and on behalf of the
Municipality.
Section 2. This resolution, and the attached Memorandum
of Intent shall constitute "some other similar official action"
of the Municipality within the meaning of Section 1.103- 8(a)(5)
of the Federal Tax Regulations issued by the United States
Treasury Department. The form and contents of the Memorandum
of Intent, which are approved and which are made a part hereto,
shall be substantially as follows:
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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 Coleman Dairy, Inc., 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 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
ON
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furtherance of the public purpose of Act 9), it is proposed
that industrial facilities (consisting of lands, buildings,
improvements, equipment and facilities) be acquired,
rehabilitated 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 acquiring, constructing and equipping
the Industrial Facilities.
(d) The Municipality is willing to so 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,
constructing 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:
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._(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 or any part of the
cost of accomplishing the Industrial Facilities. In this
regard, it is estimated at this time that the cost of the
Industrial Facilities will be in an aggregate principal amount
of not to exceed $1,500,000. 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,
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 acquiring, constructing and equipping of facilities
for industry, 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.
(c) That the aggregate basic rents or payments
(i.e., the rents or payments to be used to pay the principal
of, premium, if any, and interest on the Bonds) payable under
leases or sale agreements between the Municipality and the
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Company, shall be sufficient to pay the principal of, premium,
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 obtain the services of a qualified
underwriter or financial advisor, if the Company in its
judgment determines that the assistance of such an underwriter
or financial advisor will be necessary, who will assist with
the structuring of the bond issue and 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 and payments 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 Act 9.
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(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 will pay to the Municipality,
immediately upon the approval and execution of this agreement,
an administrative charge of $2,500 for services provided by the
City in the issuance of the Bonds according to the schedule of
charges established by Ordinance No. 13,683 adopted by the
Board of Directors of the City on July 3, 1979, as amended by
Ordinance No. 13,955 adopted by the Board of Directors of the
City on December 16, 1980.
4. General Provisions. (a) This Memorandum shall
continue in full force and effect until the purchase and
rehabilitation of the facilities for industry and their
financing by Bonds, as herein specified, is accomplished, and
in this regard it is understood that the Bonds may be issued as
a single series or in multiple 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 make annual
payments to the Municipality as follows: (A) .3% of the total
amount of the Bonds issued as the Municipality's charge for use
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of its credit rating; continuing administrative costs, and the
many services provided by the Municipality and (B) 1.2% of
amount of Bonds issued for distribution by the Municipality to
local tax entities.
(c) The Company affirms that it is an equal
opportunity employer and that it does not discriminate on the
basis of race, sex, creed, religion or national origin.
IN WITNESS WHEREOF, the parties hereto have entered into
this Memorandum by their officers thereunto duly authorized as
of the day of , 1983.
ATTEST: CITY OF LITTLE ROCK, ARKANSAS
By
City Clerk Mayor
(SEAL)
ATTEST: Coleman Dairy, INC.
(title)
(SEAL)
UTA
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title
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r 'Mr it ® ri r ■r r �r r r �r �■ ar w�I
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Section 3. That the Mayor and City Clerk be, and they are
hereby authorized and directed, for and on behalf of the
Municipality, to do all things, execute all instruments and
otherwise take all action necessary to the realization of the
Municipality's obligations under the Memorandum of Intent.
PASSED: December 6 1983.
ATTEST:
aaaze
C' y Clerk J ne Czech
(SEAL)
APPROVED:
L
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