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146790 ORDINANCE NO. 14,679 M M M M AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE PURPOSE OF REFUNDING THE SERIES 1981 BONDS; AUTHORIZING A BOND PURCHASE AND ASSIGNMENT AGREEMENT SECURING THE BONDS; AUTHORIZING A LEASE AND AGREEMENT BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS, AS LESSOR, AND THE FLINTKOTE COMPANY, AS LESSEE; AUTHORIZING THE SALE OF THE BONDS IN CONNECTION THEREWITH; AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City "), is authorized and empowered under the provisions of 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 (the "Act "), to issue revenue bonds and to expend the proceeds thereof to finance the acquisition, constructing and equipment of land, buildings or facilities which can be used in securing or developing industry; and WHEREAS, the City has heretofore issued its Industrial Development Revent,e Bonds (Temporary), Series 1981, The Flintkote Company Project, in the principal amount of $8,400,000, dated May 14, 1981 (the "Series 1981 Bonds "), for the purpose of providing temporary financing of the costs of the acquisition, construction and equipment of an industrial plant consisting of lands, buildings, improvements, machinery, equipment and facilities (the "Project "), as part of an industrial plant which is being leased to The Flintkote Company, a Delaware corporation (the "Company "); and WHEREAS, pursuant to and in accordance with the provisions of the Act, the City is now prepared to proceed with the issuance and sale of $8,400,000 in principal amount if its Industrial Development Revenue Refunding Bonds, Series 1984, The Flintkote Company Project (the "Bonds "), for the purpose of refunding the Series 1981 Bonds; and WHEREAS, copies of the hereinafter described Bond Purchase and Assignment Agreement and Lease and Agreement have been presented to and are before this meeting; NOW THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: 199 05 e z 200 Section 1. That the issuance of the Bonds is hereby authorized. The Bonds shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature (over a period not to exceed thirty (30) years), shall bear interest (at a rate or rates) and shall be subject to redemption prior to maturity all upon the terms and conditions recommended by the Company and to be set forth in the Bond Purchase and Assignment Agreement (hereinafter authorized) securing the Bonds. Section 2. That to prescribe the terms and conditions upon which the Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Bond Purchase and Assignment Agreement by and between the City and a bank or trust company (the "Bond Purchase Agreement "), and the City Clerk is hereby authorized and directed to execute and acknowledge the Bond Purchase Agreement and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Bond Purchase Agreement to be accepted, executed and acknowledged by the bank. The Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the bank and the Company in order to complete the Bond Purchase 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. Section 3. That there be, and there is hereby authorized the execution and delivery of a Lease and Agreement 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 in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company and the bank 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. Section 4. That 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 and delivery of the Lease Agreement, the performance of any obligations of the City under the Lease Agreement, the execution and delivery of the Bond Purchase Agreement, the performance of any obligations of the City under and pursuant to the Bond Purchase Agreement, the issuance, execution, sale and delivery of the Bonds, and the performance of all 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 the City is hereby involved with the acquiring, constructing and equipping of industrial facilities, and pursuant to applicable laws of the State of Arkansas, including particularly the Act, competitive bidding is waived. Section 6. That the City Clerk is hereby authorized and directed to file in the office of the City Clerk, as a part of the minutes of the meeting at which this Ordinance is adopted, for inspection by any interested person a copy of the Bond Purchase Agreement and Lease Agreement, and such documents shall be on file for inspection by any interested person. Section 7. That the law firm of Friday, Eldredge Sc Clark, Little Rock, Arkansas, be appointed to act as Bond Counsel on behalf of the City in connection with the issuance and sale of the Bonds. Section 8. That the provisions of this Ordinance are hereby declared to be separable, 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 and provisions. Section 9. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 10. That there is hereby found and declared to be an immediate need for the securing and developing of industry in order to provide employment and payrolls, alleviate unemployment and otherwise benefit the public health, 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 hereby are immediately necessary for the accomplishing of these public benefits and purposes. It is, therefore, declared that an emergency exists and this Ordinance being necessary for the immediate preservation of the public peace, health and safety shall be in force and effect immediately upon and after its passage. 202 PASSED: June 5 , 1984. APPROVED: ATTEST: �_ O Mayor J. W. l5ltmatieici Cit Clerk Jank Czech (SEAL)