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6971329 RESOLUTION NO. 6,971 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK AUTHORIZING THE ENTRY INTO AN AGREEMENT TO ISSUE BONDS FOR THE PURPOSE OF SECURING AND DEVELOPING INDUSTRY WITHIN OR NEAR THE CITY WHEREAS, the City of Little Rock, Arkansas, is au- thorized under the provisions of Act No. 9 of the Special Session of the General Assembly of the State of Arkansas for the year 1960, as amended ( "Act 9 "), to issue bonds to assist in the securing and developing of industry; and WHEREAS, Conestoga Wood Specialties, Inc. ( "Conestoga ") has evidenced its interest in expanding its industrial operations within the City of Little Rock if the costs of the facility can be provided through the issuance of bonds under the authority of said Act; and WHEREAS, the City of Little Rock desires to assist Conestoga to expand its operations in the City of Little Rock and to aid in the financing thereof under the provisions of said Act 9; and WHEREAS, it is desirable that the City of Little Rock enter into an Agreement to Issue Bonds for such purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS, that: 1. The Mayor and the City Clerk of the City of Little Rock, Arkansas, be authorized to enter into an Agreement to Issue Bonds in substantially the form and j substance as follows: 330 AGREEMENT TO ISSUE BONDS THIS AGREEMENT is made as of , 19 by and among the City of Little Rock, Arkansas, a municipal corporation under the laws of the State of Arkansas (the "City "), and Conestoga Wood Specialties, Inc., a Pennsylvania corporation (together with any successor or assignee to its rights and duties hereunder, "Conestoga "), 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 ( "Act 9 "). W I T N E S S E T H: WHEREAS, the City is authorized by the Act 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, Conestoga currently conducts industrial opera- tions in the City through the use of manufacturing and other facilities and it proposes to undertake an expansion program in the City, which will consist of the acquisition and construction of land, buildings, and machinery, equipment and 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 employ- ment and payrolls, in furtherance of the public purposes of Act 9; and WHEREAS, the City and Conestoga 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 Act in an aggregate principal amount not to exceed $2,500,000 (excluding any bonds issued to refund the Bonds); and WHEREAS, the City and Conestoga contemplate that the Project will be leased to Conestoga, with an option to purchase, and the rental payments therefor together with other moneys available shall be sufficient to pay debt service on the Bonds and all related costs; r .r r r r r■ r r r r r r r r r 331 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 Conestoga agree as follows: 1. Sale of Bonds, Security. The City hereby agrees that, when requested by Conestoga, it will take such steps as are necessary to issue, sell and deliver, pursuant to the terms of Act 9, the Bonds for the purposes of financing the costs of the Project, the purchaser(s) or underwriter(s) thereof to be designated by Conestoga, 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 Conestoga. 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 Conestoga 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 proper time when requested by Conestoga, 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 Conestoga, all in conformity with Act 9 and other applicable federal and state laws upon terms and conditions mutually satisfactory to the City and Conestoga. The lease, the indenture and other related documents, and the Bonds shall contain such terms and condi- tions as are agreed upon by the City and Conestoga. The City will cooperate in consummating the transaction so contemplated and in attempting to realize the desire of the parties hereto that the interest on all Bonds be exempt from Federal income taxation. 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 donstitute a general obligation, indebtedness or pledge of the credit of the City within the meaning of any constitutional - 2 - � .M M 332 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 Conestoga 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 amounts as Conestoga shall request in writing; provided, however, that all conditions of the Act shall have been met. It is further agreed that the proceeds of the Bonds shall not be invested so as to constitute any of the Bonds as arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and applicable regulations promulgated pursuant thereto. 5. Costs to be Financed. The costs of the Project may include any costs permissible under the Act, 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 and out -of- pocket expenses of counsel for the City, fees of the firm of Mitchell, Williams, Selig, Jackson & Tucker, as 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 Conestoga will cooperate in causing to be commenced and continued any required ac- quisition, construction, reconstruction, extension, equipping and improvement of the Project, and Conestoga may provide, or cause to be provided, the necessary interim financing to permit such work on the Project to commence and continue ex- peditiously pending the issuance of interim and /or permanent - 3 - 333 bonds. Not later than the time of issuance of the Bonds for any portion of the Project, Conestoga will convey and transfer or cause to be conveyed and transferred to the City, for an amount approximately equal to that then extended 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. 7. Proceedings. All proceedings in connection with the issuance of the Bonds shall be consistent with the requirements of Act 9, including notice to all state agencies, and the publication of notice as required by Act No. 1239 of the Extended Session of the General Assembly for the State of Arkansas for the year 1976. All references contained herein to the issuance of Bonds shall be subject to compliance with the formalities of said Act 1239 when the facts required to do so are determined. 8. Termination. This Agreement shall continue in full force and effect until the Project and its financing by Bonds, as herein specified, is accomplished. Conestoga may unilaterally terminate this Agreement without liability to the City (except for any amounts due and owing by Conestoga to the City arising out of the transactions occurring on or before the time of such termination, which shall be promptly paid by Conestoga 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. Conestoga 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. Conestoga will at all times indemnify and hold harmless the City against any and all losses, costs, damages, expenses and liabilities of whatso- ever nature directly or indirectly resulting from, arising out of, or related to matters in connection with this Agree- ment. 10. Payments in Lieu of Taxes. Conestoga shall make payments in lieu of ad valorem taxes in accordance with the policy of the City. Such payments shall be made under and pursuant to an appropriate agreement between the City and Conestoga to be entered into prior to the issuance of the Bonds. 334 11. Pur a Effect. The Bonds are to be issued, sold and delivered under the authority of Act 9 and all related actions and documents shall be in conformity there- with. The City intends this Agreement to be its official binding commitment, pursuant to the terms hereof, to issue the Bonds up to $2,500,000 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 Federal Income Tax Regulations in that the Resolution has been adopted and this Agreement has been executed prior to the commencement of the acquisition or construction of the Project. 12. Assignment. Conestoga 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 Conestoga hereunder. ATTEST: City Clerk CITY OF LITTLE ROCK, ARKANSAS 0 Mayor CONESTOGA WOOD SPECIALTIES, INC. ATTEST: By - 5 - 2. The law firm of Mitchell, Williams, Selig, Jackson & Tucker, Little Rock, Arkansas, is appointed Bond Counsel for the bond issue described in the foregoing agree- ment. 3. This Resolution shall be in full force and effect from and after its adoption. ADOPTED this 5th day of April, 1983. ATTEST: Ci clerk e� ech 335