Loading...
112430 0 1 RESOLUTION NO. 11,243 2 3 A RESOLUTION TO AUTHORIZE THE ENTRY INTO AN 4 AGREEMENT TO ISSUE REVENUE BONDS FOR THE 5 PURPOSE OF SECURING AND DEVELOPING INDUSTRY 6 WITHIN OR NEAR THE CITY OF LITTLE ROCK; AND FOR 7 OTHER PURPOSES. s 9 WHEREAS, the City of Little Rock, Arkansas ( "the City"), is authorized under 10 the provisions of Act No. 9 of the Special Session of the General Assembly of the State of 11 Arkansas for the year 1960, as amended, and the Economic and Industrial Revenue 12 Bond Law of 1985 (collectively, the Acts "), to issue bonds to assist in the securing and 13 developing of industry; and 14 WHEREAS, American Management Corporation ( "the Company ") has 15 evidenced its interest in constructing an industrial facility within the corporate limits of 16 the City if the costs of the facility can be provided through the issuance of bonds under 17 the authority of said Acts; and 18 WHEREAS, the City desires to assist Company to construct its industrial facility 19 in the City of Little Rock and to aid in the financing thereof under the provisions of said 20 Acts; and 21 WHEREAS, it is desirable that the City enter into an Agreement to Issue Bonds 22 for such purpose; 23 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF 24 THE CITY OF LITTLE ROCK, ARKANSAS: [PAGE 1 OF 91 Resolution AMC Industrial Development Bonds 0 0 1 Section 1. The Mayor and the City Clerk are authorized to execute any and all 2 documents, in a form approved as to legal form by the City Attorney, that are 3 substantially the same as the Agreement to Issue Bonds attached as Exhibit A to this 4 resolution in order to assist the Company with the issuance of appropriate revenue 5 bonds issued pursuant to the Acts. 6 Section 2. The issuance of these bonds shall be made at no cost to the City, 7 with the understanding that all costs involved with the issuance, including but not 8 limited to legal and underwriting fees, shall be paid by the Company. 9 Section 3. Severability. In the event any title, section, paragraph, item, 10 sentence, clause, phrase, or word of this resolution is declared or adjudged to be invalid 11 or unconstitutional, such declaration or adjudication shall not affect the remaining 12 portions of the resolution which shall remain in full force and effect as if the portion so 13 declared or adjudged invalid or unconstitutional was not originally a part of the 14 resolution. 15 Section 4. Repealer. All resolutions, bylaws, and other matters inconsistent 16 17 18 19 20 21 22 23 24 25 with this resolution are hereby repealed to the extent of such inconsistency. ADOPTED: March 26, 2002 ATTEST: Nasty Wo City Clerk APPROVED AS TO LEGAL FORM: Thomas M. Carpenter, City ttorney APPROVED: [PAGE 2 OF 91 Resolution AMC Industrial Development Bonds Mayor 0 AGREEMENT TO ISSUE BONDS 0 THIS AGREEMENT is made as of March , 2002, by and among the City of Little Rock, Arkansas, a municipal corporation under the laws of the State of Arkansas (the "City"), and American Management Corporation, an Arkansas corporation (together with any successor or assignee to its rights and duties hereunder, ( "Company "), for the purpose of carrying out the purposes set forth in Act No. 9 of the Special Session of the General Assembly of the State of Arkansas for the year 1960, as amended, and the Economic and Industrial Development Revenue Bond Law of 1985 (the "Acts "). WITNESSETH: WHEREAS, the City is authorized by the Acts to own, acquire, construct, equip, operate, maintain, sell, lease and contract concerning or otherwise deal in or dispose of any land, buildings or facilities of any and every nature whatever that can be used in securing or developing industry within the City; and WHEREAS, Company proposes to undertake the construction of industrial facilities in the form of corporate headquarters and facilities for company operations in the City, which will consist of the acquisition, construction, equipping of the facilities (the 'Project "). WHEREAS, the City has determined that the acquisition, construction, and equipping of the Project within the City will secure and develop industry and make available employment and payrolls, in furtherance of the public purposes of the Acts; and WHEREAS, the City and Company desire to cooperate in the acquisition, construction, and equipping of the Project and to have the costs of the Project financed from the proceeds of revenue bonds of the City (the 'Bonds ") to be issued pursuant to the EXHIBIT A [PAGE 3 OF 9] Resolution AMC Industrial Development Bonds • a Acts in an aggregate principal amount not be exceed $20,000,000 (excluding any bonds issued to refund the Bonds in one or more series); and WHEREAS, the City and Company contemplate that the Project will be leased to Company, with an option to purchase, and the rental payments therefor together with other money available shall be sufficient to pay debt service on the Bonds and all related costs; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration under the mutual benefits, covenants and agreements herein expressed, the City and Company agree as follows: 1. Sale of Bonds, Security. The City hereby agrees that when requested by Company, it will take such steps as are necessary to issue, sell and deliver, pursuant to the terms of the Acts, the Bonds for the purposes of financing the costs of the Project, the purchaser(s) or underwriter(s) thereof to be designated by Company, the Bonds to be in such principal amount, to mature in such amount and times, to bear interest at such rate or rates and to be payable on such dates and to have such optional and mandatory redemption features and prices as may be requested by Company. The Bonds shall have a term of up to twenty (20) years. The City agrees that it will enter into the lease, and if required, a mortgage or an indenture of trust with a bank or trust company, qualified to exercise trust powers where necessary, for the purpose of providing rental payments sufficient, with other amounts available from Company or directly or indirectly from the proceeds of the Bonds, to pay the principal of, premium if any, and interest on the Bonds as they become due together with the charges of any Trustee and /or any Paying Agent for the Bonds, and pledging and /or otherwise securing the payment of such rental payments for the benefit of the holder(s) of the Bonds. The City further agrees that it will, at the EXHIBIT A [PAGE 4 OF 91 Resolution AMC Industrial Development Bonds 0 0 proper time when requested by 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 to Company, all in conformity with the Acts and other applicable federal and state laws upon terms and conditions mutually satisfactory to the City and Company. The lease, the indenture and other related documents, and the Bonds shall contain such terms and conditions as are agreed upon by the City and Company. The City will cooperate in consummating the transaction so contemplated. 2. Bonds to be Special Obligations. The City shall have no financial responsibility with respect to the Project, the Bonds or the costs associated with either, and the Bonds shall be special obligations of the City and shall never constitute a general obligation, indebtedness or pledge of the credit of the City within the meaning of any constitutional or statutory provision and shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other revenues or other funds of the City except those (including unexpended Bond proceeds) derived from or in connection with the sale or lease of the Project as provided for herein. 3. Lease. The City shall enter into a lease, or leases, under which Company will lease, with an option to purchase, from the City, the Project or portions thereof and will agree to make rental payments sufficient to pay the principal of, premium, if any, and interest on the Bonds, together with all charges of any Trustee and /or any Paying Agent for the Bonds. 4. Conditions of Issuance. The Bonds may be issued either at one time or in several series and /or issues from time to time, in such aggregate principal amount or EXHIBIT A [PAGE 5 OF 9] Resolution AMC Industrial Development Bonds 0 0 amounts as Company shall request in writing; provided, however, that all conditions of the Acts shall have been met. 5. Costs to be Financed. The costs of the Project may include any costs permissible under the Acts, including but not limited to reasonable and necessary costs, expenses and fees incurred by the City in connection with the issuance of the Bonds or in connection with the Project, such as out -of- pocket expenses incurred by any employee of the City; fees of bond counsel, and any trustee; fees and expenses of the purchaser(s) or underwriter(s) of the proposed Bonds; recording costs, and printing costs. The City will upon request provide or cause to be provided any data or information which may be reasonably required to verify any of the costs, expenses and fees enumerated above. 6. Construction. The City and Company will cooperate in causing to be commenced and continued any required acquisition, construction, reconstruction, extension, equipping and improvement of the Project, and Company may provide, or cause to be provided, the necessary interim financing to permit such work on the Project to commence and continue expeditiously pending the issuance of interim and /or permanent bonds. Not later than the time of issuance of the Bonds for any portion of the Project, Company will convey and transfer or cause to be conveyed and transferred to the City, for an amount approximately equal to that then expended by the Company for the Project or portions thereof which are financed by the Bonds then issued (including at the company's option, any costs of interim financing), the Project or portions thereof to be then financed. There shall also be conveyed to the City any easements and rights -of -way necessary to permit acquisition, construction, equipping, operation and maintenance of the Project or such portion. EXHIBIT A [PAGE 6 OF 9] Resolution AMC Industrial Development Bonds 0 0 7. Proceedings. All proceedings in connection with the issuance of the Bonds shall be consistent with the requirements of the Acts. 8. Termination. This Agreement shall continue in full force and effect until the Project and its financing by Bonds, as herein specified, is accomplished. Company may unilaterally terminate this Agreement without liability to the City (except for any amounts due and owning by Company to the City arising out of the transactions occurring on or before the time of such termination, which shall be promptly paid by Company to the City) by giving notice by ordinary mail, postage prepaid, to the City specifying therein the date of termination which may be the date of the notice. 9. Protection to the City. Company shall pay all of the City's costs and expenses reasonably and necessarily incurred in connection with this Agreement or any other related document or instrument. Company will at all times indemnify and hold harmless the City against any and all losses, costs, damages, expenses and liabilities of whatsoever nature directly or indirectly resulting from, arising out of, or related to matters in connection with this Agreement. 10. Payments in Lieu of Taxes. Pursuant to Act 1629 of 2001, the City and the Company have negotiated a Payments in Lieu of Tax Agreement under which the portions of the Project financed with the Bonds will be exempt from the payment of ad valorem taxes for the term of the Bonds. Any portions of the Project not constructed with proceeds of the Bonds, i.e., financed from other sources, will not be subject to the Payment in Lieu of Tax Agreement and will be subject to the applicable ad valorem taxes. The Payment in Lieu of Tax Agreement shall be entered into prior to the issuance of the Bonds. 11. Availability of Parking. City agrees to enter into a long -term lease for parking in the City's new 2nd and Commerce garage, providing initially approximately EXHIBIT A [PAGE 7 OF 9] Resolution AMC Industrial Development Bonds 0 0 150 spaces for the use of AMC employees and committing up to 300 spaces, on an as- needed basis over the term of the lease. AMC will pay the market rate price for said parking and will execute a long -term lease for the parking spaces, subject to terms and conditions mutually agreeable to the City and AMC. 12. Purpose and Effect. The Bonds are to be issued, sold and delivered under the authority of the Acts and all related actions and documents shall be in conformity therewith. The City intends this Agreement to be its official binding commitment, pursuant to the terms hereof, to issue the Bonds up to $20,000,000 in aggregate principal amount outstanding at any one time, and to expend the Bond proceeds to defray the costs of the Project. The City considers this Agreement and the Resolution of the Board of Directors authorizing it to be official action toward the issuance of industrial development bonds for all purposes of the Acts and this Agreement has been executed prior to the commencement of the acquisition or construction of the Project. 13. Assignment. Company shall have the right to assign the Agreement and its rights, privileges and duties hereunder to any subsidiary thereof, or with the consent of the city to any other corporation, provided that such assignee expressly assumes the obligations of Company hereunder. 14. Alternative Issuer. The City acknowledges that the Company may request that the bonds be issued by another governmental entity if issuance of the Bonds by such governmental entity is necessary in order to provide the credit enhancement necessary for the marketing of the Bonds. In the event that the Bonds are issued by another governmental entity, the Payment of Lieu of Tax Agreement shall remain in effect and the alternative issuer shall take title to the Project, or portions of the Project constructed with the Bonds. EXHIBIT A [PAGE 8 OF 9] Resolution AMC Industrial Development Bonds CITY OF LITTLE ROCK, ARKANSAS By:� (jVn Dailey, Mayor ATTEST: Nancy Wood, City Clerk [Additional signatures appear on the following page.] AMERICAN MANAGEMENT CORPORATION By: Name: Title: ATTEST: Bid EXHIBIT A [PAGE 9 OF 91 Resolution AMC Industrial Development Bonds