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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