6707 RESOLUTION NO. 6, 707
A RESOLUTION AUTHORIZING A MEMORANDUM OF
INTENT BY AND BETWEEN THE CITY OF LITTLE
ROCK, ARKANSAS, AND NEIL BRESNAHAN, TOM
COLLIER, AND WILLIAM V. RICHARDS, 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 autho-
rized the execution and delivery of a Memorandum of Intent by and
between the City of Little Rock, Arkansas (the "Municipality" ) ,
and Neil Bresnahan, residing in Dallas, Texas, Tom Collier,
residing in San Angelo, Texas, and William V. Richards, residing
in Dallas, Texas (collectively, the "Principals" ) , 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 Memorandum of Intent is approved in
substantially the form submitted to this meeting, and the Mayor is
hereby authorized to confer with the Principals in order to
complete the Memorandum of Intent in substantially the form
submitted to this meeting with such changes as shall be approved
by such persons executing the document, their execution to
constitute conclusive evidence of such approval .
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 realization of the Muni-
cipality' s obligations under the Memorandum of Intent.
PASSED: December 3 , 1981 .
APPROVED-
ATTEST:
:i Mayor
City ! er
(SEAL)
1 +r
MEMORANDUM OF INTENT
This MEMORANDUM OF INTENT is between the CITY OF LITTLE
ROCK, ARKANSAS, party of the first part (the "Municipality" ) , and
NEIL BRESNAHAN, residing in Dallas, Texas, TOM COLLIER, residing
in San Angelo, Texas, and WILLIAM V. RICHARDS, residing in Dallas,
Texas, as parties of the second part (collectively, the
"Principals" ) .
IN CONSIDERATION of the undertakings of the parties set
forth herein and the benefits to be derived therefrom and of other
good and valuable considerations, receipt of which is hereby
acknowledged by the parties, the Municipality and the Principals
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, sell and/or make loans to
finance the same for such rentals and payments and upon such terms
and conditions as the Municipality deems advisable.
(b) It is proposed that certain industrial facilities
be acquired, constructed and equipped at the Municipality (the
"Project" ) for use by a corporation to be organized in accordance
with the provisions of Section 4(b) of this Memorandum of Intent
(the "Company" ) . The Project will generally consist of an
industrial plant (comprising lands, buildings, improvements,
machinery, equipment and facilities) for pipe and coupling
threading and related operations in the production of oil field
pipe.
(c) The Principals have determined that prior to
commencement of acquisition or construction of the Project, they
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 or all
of the costs and expenses incurred in acquiring, constructing and
equipping the Project.
(d) In order to secure and develop industry which will
furnish substantial employment and payrolls (in furtherance of
the public purpose of Act 9) , the Municipality is willing to so
r
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 compliance with all
conditions set forth in Act 9 .
(e) The Municipality considers that the acquiring,
constructing and equipping of the Project, and the making of loans
to finance or the leasing or sale to the Company of all such
facilities as are so financed, 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 stated herein, 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 revenue bonds under Act 9, in an aggregate principal amount
of not to exceed $10, 000, 000, for the purpose of furnishing the
permanent financing of all or any part of the costs of
accomplishing the Project. It is understood that as specified in
Act 9 such bonds will not be general obligations of the
Municipality, but will be special obligations, and in no event
will they constitute an indebtedness of the Municipality within
the meaning of any constitutional or statutory limitation. The
Municipality will not be called upon to pay any costs or expenses
incurred in connection with the authorization and issuance of the
bonds, and all such costs and expenses will be paid out of the
proceeds of the bonds or by the Company.
(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 the Project, and for the leasing or
sale thereof or the making of loans therefor 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, sale
agreements or other 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, sale
agreements or other agreements shall contain such provisions as
are necessary or desirable, consistent with the authority
conferred by Act 9 .
• -4
(d) That it will take or cause to be taken such other
action 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 stated herein, the Principals, on behalf of the
Company, agree as follows:
(a) That the Company will cooperate with the Muni-
cipality in the sale and issuance of the bonds.
(b) That the Company 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,
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) The Company is informed and understands that all or
part of the properties comprising the Project may be exempt from
ad valorem taxes by virtue of their ownership by the Municipality,
and in such case and as consideration to the Municipality to enter
into this Memorandum of Intent, the Company will agree to make
payments to the Municipality in lieu of ad valorem taxes. The
amount and other details concerning such payments will be embodied
in an appropriate agreement between the Municipality and the
Company.
(d) That the Company will pay all costs of the Project,
costs and expenditures incidental thereto, and financing costs
(including all costs of authorizing and issuing the bonds) not
paid from the proceeds of the bonds.
(e) The Company agrees that it will pay to the
Municipality an administrative charge in such amount or amounts
established by ordinance as compensation to the Municipality for
administrative services performed in connection with the Project
and its financing.
(f) That the Company is an equal opportunity employer,
and it is the Company' s policy not to discriminate against job
applicants or employees on the basis of race, sex, color, national
origin, religion, or age in accordance with applicable law.
(g) That the Company will take such further action and
adopt such further proceedings as may be required to implement the
aforesaid undertakings or as it may deem appropriate in pursuance
thereof.
4. General Provisions. ( a) This Memorandum of Intent
shall continue in full force and effect until the Project and its
financing by bonds 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. It is also understood that the bonds to be issued
pursuant to this Memorandum of Intent may be issued under the
Constitution and laws of the State of Arkansas other than Act 9 as
the Municipality shall deem appropriate or desirable. In the case
of each issue, and of each series, the Municipality will take
appropriate action under Act 9 or such other laws as the
Municipality shall deem appropriate or desirable, 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 Principals represent and covenant that prior to
the time the Municipality is requested to authorize and issue
bonds pursuant to this Memorandum of Intent, the Company shall
have been organized and duly incorporated by the Principals or by
the Principals and others in accordance with the laws of the
United States of America, the District of Columbia, or one of the
states of the United States . In the event the Company is not
incorporated under the laws of the State of Arkansas, the Company
shall be duly authorized to do business in, and in good standing
under the laws of, the State of Arkansas. The Principals further
represent and covenant that they will be the owners, directly or
indirectly, of more than 50% in value of the outstanding stock of
the Company.
IN WITNESS WHEREOF, the Municipality, by its officers
thereunto duly authorized, and the Principals, by and through
their authorized representative, have entered into this
Memorandum of Intent, as of the day of , 1981.
CITY OF L TLE ROCK, ARKANSAS
ATT ST:
By
14 Mayor
Ci lerk
(SEAL)
NEIL BRESNAHAN
TOM COLLIER
WILLIAM V. RICHARDS
By
Authorized Representative