6386 RESOLUTION NO. 6 , 386
A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT
BY AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS ,
AND ARCHER-DANIELS-MIDLAND COMPANY, PERTAINING TO
THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE
BONDS FOR FINANCING THE COSTS OF ACQUIRING, CON-
STRUCTING 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 Archer-
Daniels-Midland Company, a Delaware corporation, 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. 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 Archer-Daniels-Midland Company, a Delaware
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
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 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, constructing 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) Southern Cotton Oil Company, a Delaware corporation,
presently owns and operates an industrial plant at the Municipality,
which industrial plant is comprised of lands , buildings , improvements ,
machinery, equipment and facilities . It is proposed that- the existing
industrial plant be acquired for use by the Company. Such acquisition
and any additional machinery, equipment, improvements and facilities
acquired and constructed by the Company will be referred to herein
as the "Industrial Facilities . "
(c) The Company has determines that it must obtain a com-
mitment 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 .
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(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 finan-
cial 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 furnish
the permanent financing of any part of the costs of accomplishing the
Industrial Facilities . In this regard, revenue bonds in an
amount up to $10, 000 ,000 will be issued, 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 pro-
ceedings 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 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
4 Municipality and the Company.
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(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 agree-
ments 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 pro-
visions 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 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 pro-
visions 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.
4. General Provisions. (a) This Memomorandum shall con-
tinue in full force and effect until the Industrial Facilities and
their financing by Bonds , as herein specified, are accomplished, and in
this regard it is understood that there may be separate issues of
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1
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. It is also understood that the
proceeds of the Bonds may be loaned to the Company for accom-
plishing the Industrial Facilites , and in such case the Industrial
Facilities will not be leased or sold to the Company as hereinabove
provided.
(b) The Company agrees that it will make payments in lieu
of ad valorem taxes for distribution to the ad valorem taxing
authorities on all facilities financed by the Bonds. In this regard,
an appropriate agreement covering the details of the payment will be
entered into and delivered at or before the closing of the Bond issue.
(c) The Company agrees that it will pay to the Municipality,
upon issuance of the Bonds , an administrative charge equal to the
amount established by Ordinance No. 13 ,683 of the Ordinances of
the City, adopted July 3, 1979, as compensation to the Municipality
for administrative services performed in connection with the
Industrial Facilities and the financing.
(d) The Company is an equal opportunity employer and does
not discriminate against job applicants or employees on the basis
of race, sex, color, national origin, religion or age.
IN WITNESS WHEREOF, the parties hereto have entered into
this Memorandum of Intent by their officers thereunto duly authorized
as of the day of , 1980.
CITY OF LITTLE ROCK, ARKANSAS
ATTEST:
By
Mayor
City Clerk
(SEAL)
ARCHER-DANIELS-MIDLAND COMPANY
ATTEST:
By
(title)
(title)
(SEAL)
1
Section 2 . 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 other-
wise take all action necessary to the realizations of the
Municipality' s obligations under the Memorandum of Intent.
PASSED: July 15 , 1980.
APPROVED:
ATTEST:
?a/1'a. J / .. /..,_ ,./
Cl Mayor
City
(SEAL)