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ORDINANCE NO. 18,264
AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL
DEVELOPMENT REVENUE BONDS UNDER THE MUNICIPALITIES
AND COUNTIES INDUSTRIAL DEVELOPMENT REVENUE BOND LAW
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 SALE OF THE BONDS AND THE
APPROVAL OF BOND PURCHASE AGREEMENTS IN CONNECTION
THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A
TRUST INDENTURE SECURING THE BONDS; AUTHORIZING AND
PRESCRIBING CERTAIN MATTERS PERTAINING TO THE
INDUSTRIAL PROJECT, THE ACQUISITION, CONSTRUCTION, AND
EQUIPPING THEREOF, AND THE FINANCING THEREOF;
AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE
AGREEMENT RELATING TO THE PROJECT; AUTHORIZING AND
PRESCRIBING OTHER MATTERS RELATING THERETO; AND
DECLARING AN EMERGENCY.
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WHEREAS, the City of Little Rock, Arkansas is authorized by the Municipalities and
Counties Industrial Development Revenue Bond Law to acquire lands, construct and equip
industrial buildings, improvements, and facilities, and 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 the Revenue Bond Law by to issue industrial
development revenue bonds payable from revenues derived form the industrial project so
acquired, constructed, and equipped; and
WHEREAS, the necessary arrangements have been made with Acxiom Corporation, a
Delaware corporation, for an industrial project consisting of the acquisition of land (the "Land
Project') and the improvement of the land and acquisition, construction, and equipping thereon
of a 12 -story building, including floors for parking (the "Building Project'), located at 601 East
Third Street, Little Rock, Arkansas 72202; to be utilized for comprehensive information
management solutions using customer, consumer, and business data and such other operations as
Acxiom Corporation shall elect; and
WHEREAS, pursuant to Ordinance No. 10,528, adopted April 20, 1999, the City has entered
into an agreement with Acxiom Corporation to issue such bonds under the Revenue Bond Law to
the extent of not to exceed $55,000,000 for the benefit of Acxiom Corporation, such bonds to be
issued in one or more series as Acxiom Corporation may request; and
WHEREAS, the City has determined for the purpose for providing permanent financing of
the cost of acquiring, constructing, and equipping the Projects to issue and sell its Taxable
Industrial Development Revenue Bonds ( Acxiom Corporation Project) under the provisions of
the Revenue Bond Law in two series, Series 2000 -A in the principal amount of $1,446,192 to
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finance the Land Project and Series 2000 -B in the principal amount of $36,553,808 to finance the
Building Project; and
WHEREAS, the Bonds will be issued pursuant to the provisions of a Trust Indenture dated
as of May 1, 2000, hereafter to be entered into between the City and First Security Bank,
National Association, as Bond Trustee; and
WHEREAS, the necessary arrangements have been made to lease the Projects to the SPE
pursuant to the terms of a Lease Agreement, dated as of May 1, 2000, by and among the City as
Lessor, First Security Bank, National Association, not in its individual capacity but as Owner
Trustee under AC Trust 2000 -1 (the "SPE "), as Lessee, and Acxiom Corporation; and
WHEREAS, the SPE will sublease the Projects to Acxiom Corporation; and
WHEREAS, the Series 2000 -A Bonds will be sold to Acxiom / May & Speh, Inc. pursuant
to a Bond Purchase Agreement by and between the City and the Series 2000 -A Purchaser and the
Series 2000 -B Bonds will be sold to a purchaser to be identified by Acxiom Corporation
pursuant to a Bond Purchase Agreement by and between the City and the Series 2000 -B
Purchaser, which are authorized by this Ordinance; and
WHEREAS, the completion of the Projects will furnish additional employment and other
benefits and be in the best interest of the City and its residents;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE
CITY OF LITTLE ROCK, ARKANSAS THAT:
Section 1. There be, and there is hereby, authorized and directed the following:
(a) The issuance of the Series 2000 -A Bonds in the aggregate principal amount of
$1,446,192 and the sale of the Series 2000 -A Bonds to the Series 2000 -A Purchaser for a price of
par, which purchase price has been recommended by Acxiom Corporation, upon the terms and
conditions set forth in the Series 2000 -A Bond Purchase Agreement.
(b) The issuance of the Series 2000 -B Bonds in the aggregate principal amount of
$36,553,808 and the sale of the Series 2000 -B Bonds to the Series 2000 -B Purchaser for a price
of par, which purchase price has been recommended by Acxiom Corporation, upon the terms and
conditions set forth in the Series 2000 -A Bond Purchase Agreement.
(c) The execution and delivery of the Bond Purchase Agreements by the Mayor on behalf of
the City in substantially the form submitted to this meeting, and the Mayor is hereby authorized
to confer with the Bond Trustee, the Purchasers, Acxiom Corporation, and the SPE in order to
complete the Bond Purchase Agreements in substantially the forms submitted to this meeting
with such changes as shall be approved by such persons executing the documents, their execution
to constitute conclusive evidence of such approval. Executed copies of the Bond Purchase
Agreements shall be filed in the office of the City Clerk.
(d) The acquisition, construction, and equipping of the Projects, and, in connection
therewith, the execution of any necessary architectural, engineering, or construction contracts or
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the acceptance of an assignment of any such contracts previously executed by Acxiom
Corporation or the SPE for the acquisition, construction, and equipping of the Projects.
(e) The performance of all obligations of the City under the Lease Agreement pertaining to
the acquisition, construction, and equipping of the Projects.
Section 2. The Bonds shall bear interest at the rate of 5.0% per annum and shall mature five
years from their date.
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 the Trust Indenture by and between the City and the Bond Trustee, and the City
Clerk is hereby authorized and directed to execute and acknowledge the Trust Indenture and to
affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and
directed to cause the Trust Indenture to be accepted, executed, and acknowledged by the Bond
Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this
meeting, and the Mayor is hereby authorized to confer with the Bond Trustee, the Purchasers,
Acxiom Corporation, and the SPE in order to complete the Trust 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.
(Notice is given that, pursuant to the Revenue Bond Law, a copy of the Trust
Indenture, in substantially the form authorized to be executed, is on file with the
City Clerk of City of Little Rock and is available for inspection by any interested
person.)
Section 3. There be, and there is hereby, authorized and directed the execution and delivery
of the Lease Agreement by and among the City as Lessor, the SPE as Lessee, and Acxiom
Corporation, 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 Acxiom Corporation, the SPE, the Purchasers, and the Bond Trustee 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.
(Notice is given that, pursuant to the Revenue Bond Law, a copy of the Lease
Agreement, in substantially the form authorized to be executed, is on file with the
City Clerk of City of Little Rock, and is available for inspection by any interested
person.)
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 Trust Indenture, the execution and acceptance of the Trust Indenture by the
Bond Trustee, the performance of all obligations of the City under and pursuant to the Trust
Indenture, the execution and delivery of the Bonds, the execution and delivery of the Bond
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Purchase Agreements, and the performance of all other acts of whatever nature necessary to
effect and carry out the authority conferred by this Ordinance. The Mayor and the City Clerk are
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. Since the City is here involved with the acquisition, construction, 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 the Revenue Bond Law.
Section 7. 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 8. All ordinances, resolutions, and parts thereof in conflict herewith are hereby
repealed to the extent of such conflict.
Section 9. There is hereby found and declared to be an immediate need for the financing of
the acquisition, construction, and equipping of the Projects in order to assist and encourage
industrial development in the City, to provide employment and alleviate unemployment, and to
otherwise benefit the public health, safety, and welfare of the City and its inhabitants, and the
issuance of the Bonds and the taking of the other actions authorized hereby are immediately
necessary for the accomplishing of these public benefits and purposes. This Ordinance, therefore,
being necessary for the immediate preservation of the public peace, health, and safety, shall be in
force and effect immediately.
PASSED: April .ij?_, 2000.
ATTEST:
NaKcy D. Wood, City Clerk
APPROVED AS TO FORM
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Thomas M. Carpenter, City Attorney
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APPROVED:
J. Wyriyi , Vice Mayor