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ORDINANCE NO. 14,766
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER ACT
NO. 9 OF 1960, AS AMENDED, FOR THE PURPOSE OF
PROVIDING PERMANENT FINANCING FOR THE COST OF
SECURING AND DEVELOPING INDUSTRY (THE PARTICULAR
INDUSTRIAL PROJECT IS DESCRIBED IN THE
ORDINANCE); AUTHORIZING THE EXECUTION AND
DELIVERY OF A TRUST INDENTURE SECURING THE BONDS;
AUTHORIZING AND PRESCRIBING CERTAIN OTHER MATTERS
PERTAINING TO THE INDUSTRIAL PROJECT, THE
CONSTRUCTING THEREOF AND THE FINANCING THEREOF;
AUTHORIZING A LEASE AGREEMENT BETWEEN THE CITY OF
LITTLE ROCK, ARKANSAS, AS LESSOR AND COLEMAN
DAIRY, INC., AS LESSEE, IN SUBSTANTIALLY THE FORM
AND WITH SUBSTANTIALLY THE CONTENTS SET FORTH IN
AND MADE A PART OF THIS ORDINANCE; AUTHORIZING
THE EXECUTION AND DELIVERY OF THE LEASE
AGREEMENT; PRESCRIBING OTHER MATTERS RELATING
THERETO; AND DECLARING AN EMERGENCY.
WHEREAS, the City of Little Rock, Arkansas (the "City ") is
authorized by 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. No. 9 ".), .to acquire
lands, construct and equip industrial buildings, improvements
and facilities and to incur other costs and expenses and make
other expenditures incidental to and for the implementing and
accomplishing of the conduct of industrial operations; and
WHEREAS, the City is authorized by Act No. 9 to issue
industrial development revenue bonds payable from revenues
derived from the industrial project so acquired and constructed
and secured by a lien thereon and security interest therein; and
WHEREAS, the necessary arrangements have been made with
Coleman Dairy, Inc., an Arkansas corporation (the "Company "),
for a substantial industrial project consisting of the
acquisition, construction and equipping of facilities which will
be utilized as a refrigerated warehouse, for acquisition of
additional equipment and such other operations as Coleman Dairy,
Inc. shall elect (the "Project "), and to lease the Project to
Coleman Dairy, Inc. pursuant to the terms of a Lease Agreement
(the "Lease Agreement "); and
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WHEREAS, permanent financing of the Project costs,
necessary costs and expenditures incidental thereto and the cost
of the issuance of bonds is being furnished by the City issuing
Industrial Development Revenue Bonds under the provisions of Act
No. 9 of the principal amount of not to exceed One Million Five
Hundred Thousand Dollars ($1',500,- 000)`(the- "Bonds "); "and'
WHEREAS, the completion of the Project will furnish
additional employment and other benefits, and be in the best
interests of the City and its residents; and
WHEREAS, the Bonds are to be sold and delivered in the
principal amount of not to 'exceed $1,500,000, and are dated,
bear interest, . mature and are subject to redemption as
hereinafter set forth in the form of Indenture authorized by
this Ordinance; and
WHEREAS, the approval of this Ordinance by the Board of
Directors of the City will be deemed to constitute approval by
the governing body .of the. City for the purposes of the Tax
Equity and Fiscal Responsibility Act of 1982;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF
THE CITY OF LITTLE ROCK, ARKANSAS:
Section 1. That there be, and there is hereby authorized
and directed the following:
(a) The sale of the Bonds to Worthen Bank & Trust Company,
N. A. (the "Purchaser ") upon terms and conditions
mutually acceptable to the Company and the Purchaser
as set forth in the Indenture;
(b) The acquisition and construction of the Project, and
in connection therewith, the execution of any
necessary architectural, engineering or construction
contracts or the acceptance of an assignment of any
such contracts previously executed by the Company for
the construction and equipping of the Project; and
(c) The performance of all obligations of the City under
the Lease Agreement pertaining to the constructing and
equipping of the Project and the performance of all
obligations of the City under the contracts referred
to above.
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Section 2. The Bonds shall bear interest at the rate or
rates specified in the Indenture described herein (but not in
excess of the maximum amount allowed by law), shall mature in
not more than fifteen (15) years, and shall be in the original
principal amount of not to exceed $1,500,000, provided that
Bonds not exceeding the aggregate of said amount may be issued
in successive series at the request of the Company and the
Purchaser. To provide the terms and conditions upon which the
Bonds are to be secured, executed, authenticated, issued,
accepted and held, the Mayor is hereby authorized and directed
to execute and acknowledge a Trust Indenture by and between the
City and Worthen Bank & Trust Company, N.A., Little Rock,
Arkansas, as Trustee (the "Trustee ") dated as of the date of
issuance of the Bonds (the "Indenture "), and the City Clerk is
hereby authorized and directed to execute and acknowledge the
Indenture and to affix the seal of the City thereto, and the
Mayor and City Clerk are hereby authorized and directed to cause
the Indenture to be accepted, executed and acknowledged by the
Trustee. The Indenture is hereby approved in substantially the
form submitted to this meeting, and the Mayor is hereby
authorized to confer with the Trustee, the Company and the
Purchaser in order to complete the Indenture 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.
(Advice is given that, pursuant to Act No. 9, a copy of the
Indenture in substantially the form authorized to be executed is
on file with the City Clerk of the City of Little Rock, and is
available for inspection by any interested person.)
Section 3. That there be, and there is hereby authorized
the execution and delivery of a Lease Agreement, dated as of the
date of issuance of the Bonds, by and between the City as Lessor
and the Company as Lessee (the "Lease Agreement "), and the Mayor
and City Clerk be, and they are hereby authorized to execute,
acknowledge and deliver the Lease Agreement for and on behalf of
the City. The Lease Agreement is hereby approved substantially
in the form submitted to this meeting, and the Mayor is hereby
authorized to confer with the Company, the Trustee and the
Purchaser in order to complete the Lease Agreement 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.
(Advice is given that, pursuant to Act No. 9, a copy of the
Lease Agreement in substantially the form authorized to be
executed is on file with the City Clerk of the City of Little
Rock, and is available for inspection by any interested person.)
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Section 4. The Mayor and City Clerk, for and on behalf of
the City be, and they are hereby, authorized and directed to do
any and all things necessary to effect the execution of the
Lease Agreement, the performance of the City's obligations under
-the Lease- - "Agreement," the execution and delivery -of the
Indenture, its execution and acceptance by the Trustee, the
performance of all obligations of the City under and pursuant to
the Indenture, and the performance of all other acts of whatever
nature necessary to effect.,,and -carry out the authority conferred
by this Ordinance. That the Mayor and City Clerk be, and they
are hereby, further authorized and directed, for and on behalf
of the City, to execute all papers, documents, certificates and
other instruments that may be required for the carrying out of
such authority or to evidence the exercise thereof.
Section. 5.. That since the City is here involved with the
constructing and equipping of a complex industrial project,
requiring highly specialized work and specialized types of
machinery and equipment, it has been and is hereby determined by
the Board of Directors that competitive bidding be, and the same
is hereby, waived as to this particular industrial project.
This action is taken by the Board of Directors pursuant to
applicable laws of the State of Arkansas, including particularly
Act No. 9.
Section 6. Wright, Lindsey & Jennings of Little Rock,
Arkansas, is hereby appointed as Bond Counsel with respect to
the issuance of said Bonds, the fees and expenses of which firm
shall be costs of the Project.
Section 7. The approval of this Ordinance constitutes
approval of the Bonds by the governing body of the City for
purposes of compliance with the provisions of the Tax Equity and
Fiscal Responsibility Act of 1982.
Section 8. That the provisions of this Ordinance are
hereby declared to be severable, and if any section, phrase or
provision shall for any reason be declared to be invalid, such
declaration shall not affect the -validity of the remainder of
the sections, phrases or provisions.
Section 9. That all ordinances, resolutions and parts
thereof.. in .conflict..herewith are hereby repealed to the - extent
of such conflict.
Section lo. That there is hereby found and declared to be
an immediate need for the securing and developing of substantial
industrial operations in order to provide additional employment,
alleviate unemployment and otherwise benefit the public health,
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safety and welfare of the City and the inhabitants thereof, and
the issuance of the Bonds authorized hereby and the taking of
the other action authorized herein are immediately necessary in
connection with the securing and developing of substantial
industrial operations and deriving the public benefits referred
to above. It is, therefore, declared that an emergency exists
and this Ordinance being necessary for the immediate
preservation of the public health, safety and welfare shall be
in force and take effect immediately upon and after its passage.
DATED: November 6 , 1984
ATTEST:
6aeci
CITY PLERK JAN ZECH
(SEAL)
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