6972RESOLUTION NO. 6,972
A RESOLUTION AUTHORIZING A MEMORANDUM OF
INTENT BY AND BETWEEN THE CITY OF LITTLE
ROCK, ARKANSAS, AND MACMILLAN BLOEDEL
CONTAINERS PERTAINING TO THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR
FINANCING THE COSTS OF ACQUIRING AND
EQUIPPING INDUSTRIAL FACILITIES; AND
PRESCRIBING OTHER MATTERS RELATING THERETO.
BE IT RESOLVED by the Board of Directors of the City of
Little Rock, Arkansas:
Secti4nJ,. 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 MacMillan Bloedel Containers, an Alabama corporation
authorized to do business in the State of Arkansas (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.
$ection _a. 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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THIS MEMORANDUM OF INTENT is between the City of Little
Rock, Arkansas, party of the first part (hereinafter referred
to as the "Municipality "), and MacMillan Bloedel Containers,
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. 21,eliminaLy Statement. (a) The Municipality is a
duly organized and existing City 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 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
furtherance of the public purpose of Act 9), it is proposed
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that an industrial project (consisting of improvements,
machinery, and equipment) be acquired 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 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 feasiblity of issuing the bonds.
(e) The Municipality considers that the acquiring 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 City 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 91 in the aggregate principal amount
339.
necessary to furnish the permanent financing or any part of the
cost of accomplishing the financing of 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 not to exceed $2,200,000. 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 financing 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 necesssary
and advisable for the authorization, sale and issuance of the
Bonds, the acquiring 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.
(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. Dndertakinas 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 or payments sufficient to pay the
principal of, premiums, 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.
(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
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upon the approval and execution of this agreement, an
administrative charge of $2,500 for services provided by the
Municipality in the issuance of the Bonds according to the
schedule of charges established by Ordinance No. 13,683 adopted
by the Board of Directors on July 3, 1979, as amended by �
Ordinance No. 13,955 adopted by the Municipality on December
12, 1980.
4. Sa£IIS:ial_2LQY].aj2nB. (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 the
Bonds may be issued as a single series or in multiple series.
The Municipality will take appropriate action by ordinance 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) .38 of the total
amount of the Bonds issued as the Municipality's charge for use
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.
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IN WITNESS WHEREOF, the parties hereto have entered into
this Memorandum by their officers thereunto duly authorized as
of the 5th day of April, 1983.
ATTEST: CITY OF LITTLE ROCK, ARKANSAS
City Clerk Mayor
(SEAL)
ATTEST: MACMILLAN BLOEDEL CONTAINERS
by
(title) (title)
(SEAL)
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: April 5, 1983.
ATTEST:
�AJ
ty Cler ane Czech
(SEAL)
APPROVED:
Mayor J. W. Bena£ield
i7 axe YI ¢ �t �yc rl ip 3 <f,::7
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