6459 RESOLUTION NO . 6 ,459
A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT
BY AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS ,
AND TOXICOLOGY SUPPORT INDUSTRIES , 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 Toxicology
Support Industries , (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. The
form and contents of the Memorandum of Intent, which are approved and
which are made a part hereto, shall be substantially as follows:
I
I
I
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 Toxicology Support Industries, 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
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 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
project (consisting of lands , buildings , improvements , machinery,
equipment and facilities) he acquired, constructed 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 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 receipts 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:
(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, it is
estimated at this time that the cost of the Industrial Facilities
will be in the aggregate principal amount of $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
4 respects to the recommendation and approval of the Company, have
the Bonds underwritten and will adopt , or cause to be adopted,
4 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 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 . 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
4 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, upon issuance of
the Bonds, an administrative charge of $2,500 as required under
the provisions of Ordinance 13683, as compensation to the
Municipality for administrative services performed in connection
with the Industrial Facilities and the financing.
4. The Company affirms it is an Equal Opportunity Employer
and that it does not discriminate on the basis of race, sex,
creed, religion or national origin.
5 . 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 make payments in lieu of
ad valorem taxes on all facilities financed by the Bonds in the
same amount as it would have paid in ad valorem taxes thereon
along with the other properties in the Industrial Facilities .
IN WITNESS WHEREOF, the parties hereto have entered into this
Memorandum by their officers thereunto duly authorized as of the
21st day of October , 19 80 .
CITY OF LITTLE :• KK� AN / /
BY
4ayor
ATTE T:
Ci 3 C erk /
(SEAL)
TOXICOLOGY SUPPORRINDUSTRIES
Adi4 .14_,-.
• •R S F. CR . R
0 Pr"
DAVID WOOD
Section 2. That the Mayor and the 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: October 21 , 1980 ,
APPROVED:
1,i.f! ,<04;/:■:7
Mayor
ATTEST:
ty Cler
( SEAL)