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ORDINANCE NO. 16,979
AN ORDINANCE AUTHORIZING THE ISSUANCE OF AN
INDUSTRIAL DEVELOPMENT REVENUE BOND TO FINANCE
CERTAIN INDUSTRIAL FACILITIES; AUTHORIZING THE
LEASING OF SUCH FACILITIES TO THE PEERLESS
ENGRAVING COMPANY; AUTHORIZING THE SALE OF THE
BOND AND THE EXECUTION OF A BOND PURCHASE
AGREEMENT IN CONNECTION THEREWITH; AUTHORIZING
AND PRESCRIBING OTHER MATTERS PERTAINING
THERETO; AND DECLARING AN EMERGENCY.
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WHEREAS, the City of Little Rock, Arkansas (the "City "),
is authorized and empowered under the provisions of Title 14,
Chapter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated
(the "Act ") , to issue revenue bonds and to expend the proceeds
thereof to finance facilities which can be used in securing or
developing industry; and
WHEREAS, pursuant to and in accordance with the
provisions of the Act, it is proposed that (i) the City issue its
single Industrial Development Revenue Bond in the principal amount
of not to exceed $3,250,000 (the "Bond ") for the purpose of
financing the acquisition and installation of an industrial project
(the "Project ") , generally comprising a new printing press and
related equipment for the production of printed materials to be
located at 823 Main Street, Little Rock, Arkansas 72201 (or such
other location within the City as the Company shall determine) , and
paying a portion of the expenses of issuing the Bond, and (ii) the
City lease the Project to The Peerless Engraving Company, an
Arkansas corporation (the "Company "); and
WHEREAS, the Bond will be sold to General Electric
Capital Corporation, a New York corporation (the "Purchaser ") , for
the price hereinafter provided; and
WHEREAS, pursuant to and in accordance with applicable
provisions of Arkansas law and Section 147(f) of the Internal
Revenue Code of 1986, as amended (the "Code ") , a public hearing was
held on the date hereof before the Board of Directors on the
question of the issuance of the Bond; and
WHEREAS, copies of the hereinafter described Bond
Purchase Agreement, Lease Agreement, and Payment In Lieu Of Tax
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:
Section 1. The Board of Directors hereby finds that the
accomplishment of the Project, and the issuance of the Bond to
finance the same, will provide substantial employment and payrolls
and will thereby secure and develop industry at the City.
"A
Section 2. The issuance of the Bond is hereby authorized
in the aggregate principal amount of $3,250,000, or such lesser
amount as shall be requested by the Company, is hereby authorized.
The Bond shall be designated "City of Little Rock, Arkansas
Industrial Development Revenue Bond - The Peerless Engraving
Company Project," and shall be issued in the form, shall be dated,
shall be numbered, and shall be subject to redemption prior to
maturity all upon the terms and conditions recommended by the
Company and set forth in the Bond Purchase Agreement (hereinafter
authorized) securing the Bond. The Bond shall bear interest at a
rate per annum equal to the 8 -year U.S. Treasury constant maturity
as published in the Wall Street Journal for the Friday preceding
the date of issuance of the Bond, and shall be amortized over a
period of eight years, all as more fully set forth in the Bond
Purchase Agreement.
Section 3. The Bond shall be sold to the Purchaser for
the purchase price of 100% of par, which price has been recommended
by the Company, and upon the terms and conditions set forth in a
Bond Purchase Agreement by and between the City and the Purchaser
(the "Bond Purchase Agreement "). The Mayor and City Clerk are
hereby authorized to execute, acknowledge and deliver the Bond
Purchase Agreement for and on behalf of the City. 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 Purchaser and others 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 4. There is hereby authorized the execution and
delivery of a Lease Agreement by and between the City and the
Company (the "Lease Agreement "), and the Mayor and City Clerk 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 others 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 5. There is hereby authorized the execution and
delivery of a Payment In Lieu Of Tax Agreement by and between the
City and the Company (the "PILOT Agreement "), and the Mayor is
hereby authorized to execute and deliver the PILOT Agreement for
and on behalf of the City. The PILOT Agreement is hereby approved
in substantially the form submitted to this meeting, and the Mayor
is hereby authorized to confer with the Company and others in order
to complete the PILOT 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 6. The acquisition and installation of the
Project, and the issuance and sale of the Bond, are exceptional
situations in which the City has no responsibility for payment of
the costs and expenses thereof, all of which are payable by the
Company, and the Company's recommendations with respect thereto are
acceptable to the City. In particular the Board of Directors finds
that (i) the Project consists of industrial facilities within the
meaning of the Act, and (ii) the Company's selection of Bond
Counsel is a nationally recognized firm in the field of municipal
bonds, familiar with the Company, the Act, and the policies of the
City with respect to the issuance of bonds of the type now being
issued. Therefore, pursuant to applicable laws of the State of
Arkansas, including the Act and Section 14 -47 -138 of the Arkansas
Code of 1987 Annotated, competitive bidding is hereby waived.
Section 7. The Mayor and City Clerk are hereby
authorized and directed to do any and all things necessary to
effect the execution and delivery of the Bond Purchase Agreement,
the Lease Agreement, and the PILOT Agreement and the performance of
all obligations of the City thereunder, the issuance, execution,
sale and delivery of the Bond, and the performance of all acts of
whatever nature necessary to effect and carry out the authority
conferred by this Ordinance. The Mayor and City Clerk are hereby
further authorized and directed 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 8. 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 copies of the Bond Purchase
Agreement, the Lease Agreement and the PILOT Agreement, and such
documents shall be on file for inspection by any interested person.
Section 9. The City hereby elects to have the provisions
of Section 144(a)(4)(A) of the Code apply to the Bond.
Section 10. 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 11. That all ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
Section 12. There is hereby found and declared to be an
immediate need for the securing and developing of industry in order
to provide substantial employment and payrolls, thereby alleviating
unemployment and otherwise benefiting the public health, safety and
welfare of the City and the inhabitants thereof, and the issuance
of the Bond authorized hereby and the taking of the other action
authorized hereby are immediately necessary for the accomplishing
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of these public benefits and purposes. It is, therefore, declared
that an emergency exists and this Ordinance being necessary for the
preservation of the public peace, health and safety shall be in
force and effect immediately upon and after its passage.
PASSED: October 3, 1995.
ATTEST:
r-20 BJ.= / CA
City C erk
(SEAL)
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