7013M M r = r = = = = M M = M
0 0
RESOLUTION NO. 7,013 398
A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT
BY AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS,
AND CPC INTERNATIONAL INC. PERTAINING TO THE
ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE
BONDS FOR FINANCING THE COSTS OF ACQUIRING,
CONSTRUCTING 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:
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 CPC Inter-
national Inc., a Delaware 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.
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:
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 CPC International 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
399
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 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 911), to issue revenue bonds for
financing the costs of acquiring, constructing and equipping indus-
trial 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 that an industrial project
(consisting of certain improvements, machinery and equipment
constituting a bulk peanut unloading facility composed of, among
other things, twelve 200,000 lb. capacity silos and necessary
unloading systems) be acquired, constructed and equipped at the
•
400
Park District, 8500 Frazier Pike, in the City of Little Rock,
Arkansas, for use by Best Foods, a division of the Company (hereinafter
referred to collectively as 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 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 9, in the aggregate principal amount necessary to furnish
the permanent financing or any part of the cost of accomplishing
—2—
the financing of the Industrial Facilities. In this regard,
Industrial Development Revenue Bonds will be issued under Act 9
i i
401
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 "), said amount being currently estimated not to exceed
$1,000,000.
(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 authoriza-
tion, 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 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 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
-3-
402
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
or payments sufficent 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.
(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 Municipality in the
issuance of the Bonds according to the schedule of charges estab-
lished by Ordinance No. 13,683 adopted by the Board of Directors
—4—
M r M M
403
on July 3, 1979, as amended by Ordinance No. 13,955 adopted by the
Municipality on December 12, 1980.
4. General Provisons. (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) .3% 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.
-5-
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 Clerk
(SEAL)
ATTEST:
title
(SEAL)
CITY OF LITTLE ROCK, ARKANSAS
By
Mayor
CPC INTERNATIONAL INC.
I.
title
404
� - � r r � 1■11 � Ilr � r r
M = M
405
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.
Section 4. That the City Clerk be, and she is hereby authorized
and directed, for and on behalf of the Municipality, at the request
of the Company, to publish notice of a public hearing on the proposed
plan of financing the Industrial Facilities and the issuance of
Industrial Development Revenue Bonds pursuant to said plan in the
manner contemplated by Section 103(k) of the Internal Revenue Code
of 1954, as amended.
PASSED: June 21 1983
ATTEST:
Q4M.e_,� grvc�--
ity Clerc Ulane Czech
(SEAL)
APPROVED:
—7—
May r J. Bena ie d