Loading...
13411U ORDINANCE NO. 13,411 AN ORDINANCE AMENDING ORDINANCE NO. 13,320 PASSED AND APPROVED ON THE SECOND DAY OF AUGUST, 1977, AND AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE NOTES AND BONDS UNDER ACT NO. 9 OF THE FIRST EXTRAORDINARY SESSION OF THE SIXTY- SECOND GENERAL ASSEMBLY OF THE STATE OF ARKANSAS, APPROV- ED JANUARY 21, 1960, AS AMENDED, FOR THE PURPOSE OF PROVIDING INTERIM AND PERMANENT FINANCING OF THE COSTS 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; AUTHORI- ZING AND PRESCRIBING OTHER MATTERS PERTAINING TO THE ACQUISITION, CONSTRUCTION AND EQUIPMENT OF THE INDUSTRIAL PROJECT AND THE FINANCING THEREOF; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City ") is autho- rized 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 manufactur- ing buildings, improvements and facilities and to incur other costs and expenses and make other expenditures incidental to and for the securing and developing 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 indus- trial project so acquired, constructed and equipped and secured by a lien thereon and security interest therein; and WHEREAS, the necessary arrangements have been made with American Falcon Services, Inc., a Delaware corporation ( "American Falcon "), Ordinance for a substantial industrial project consisting of lands, buildings, machin- ery, equipment, improvements and facilities for an industrial plant which will be utilized for the manufacturing of such projects as American Falcon shall elect to manufacture (the "Project ") and to lease the Project to Ameri- can Falcon pursuant to the terms of a Lease and Agreement subsequently identified herein and referred to as the "Lease Agreement"; and WHEREAS, on the second day of August, 1977, the Board of Directors of the City passed Ordinance No. 13,320 authorizing, inter alia, the City to issue Industrial Development Revenue Bonds under the provisions of Act No. 9 in the principal amount of not to exceed $5,000,000, with Series A being initially authorized in the sum of $3,200,000, for the purpose of furnishing permanent financing of the Project costs, necessary costs and expenses incidental thereto and expenses of authorizing and issuing bonds; and WHEREAS, American Falcon has reduced the size and scope of the Project for which it is seeking permanent financing from the City and the necessary costs and expenses incidental thereto and the expenses of authori- zing and issuing bonds to such an extent that the City need only authorize and issue Industrial Development Revenue Bonds under the provisions of Act No. 9 in the principal amount of $1,000,000 (the "Series A Bonds ") with provision being made in the Trust Indenture (hereinafter identified) for the issuance of additional bonds when authorized by the City and upon compliance with specified conditions and accordingly, Ordinance No. 13,320 needs to be thus amended; - 2 - Ordinance NOW, THEREFORE, BE IT ORDAINED BY THE Board of Directors of the City of Little Rock, Arkansas: Section 1. That Ordinance No. 13,320 passed and approved on the second day of August, 1977, be and the same is hereby amended to read as follows: "Section 1. That there be, and there is hereby authorized and directed the following: "(a) The sale of the Series A Bonds to Worthen Bank & Trust Company, N.A. , Little Rock, Arkansas, at a purchase price of $1,000,000 pursuant to the recommendation of Ameri- can Falcon and, in connection therewith, the execution by the Mayor and Clerk of a Bond Purchase Agreement with such purchaser. 11(b) The acquiring, constructing and equipping of the Project, and in connection therewith, the execution of archi- tectural, engineering, construction and other contracts or the acceptance of an assignment of any such contracts pre- viously executed by American Falcon, for the acquiring, constructing and equipping of the Project; and "(c) The performance of all obligations of the City under the Lease Agreement pertaining to the acquiring, construc- ting and equipping of the Project and the performance of all obligations of the City under the contracts referred to in (b) above. "Section 2. That the issuance of the Series A Bonds is hereby authorized, and the immediate delivery of the Series A is hereby authorized. To prescribe the terms and conditions upon which the bonds are to be secured, executed, authenticated, accepted and held, the Mayor is hereby authorized and directed to execute and acknow- ledge a Trust Indenture (the "Indenture ") , and the City Clerk is - 3 - Ordinance hereby authorized and directed to execute and acknowledge the Inden- ture 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, which constitutes and is hereby made a part of this Ordinance, shall be in substantially the following form, to -wit: - 4 - Ordinance "Section 3. That to provide partial interim financing of the Project pending the delivery of the Series A Bonds, Industrial Develop- ment Revenue Notes (the "Notes ") of the City under Act No. 9 in the total principal amount not to exceed $1,000,000 are hereby authorized and the immediate delivery of the Notes is hereby authorized. The Notes shall bear interest at the rate of 6 1-2 per cent per annum, shall. mature on April 15, 1978, and shall be repaid by the City solely out of the proceeds of the Series A Bonds. The Notes shall be sold to Worthen Bank & Trust Company, N.A., at par pursuant to the recom- mendation of American Falcon. The format of the. Notes which is hereby approved and made a part hereof, shall be substantially as follows: UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF PULASKI CITY OF LITTLE ROCK 612/ INDUSTRIAL DEVELOPMENT REVENUE NOTE AMERICAN FALCON PROJECT R KNOW ALL MEN BY THESE PRESENTS: The City of Little Rock, Pulaski County, Arkansas (the "City "), hereby acknowledges itself indebted and promises to pay to at its office in County, Arkansas, or assigns, the principal sum of on or before April 15, 1978, plus interest thereon from the date hereof at the rate of 61-2 per cent per annum, payable at maturity. - 5 - Ordinance This note is one of an issue of Industrial Development Revenue Notes - American Falcon Project (the "Notes ") in an aggregate amount not to exceed $1,000,000 issued for the pur- pose of providing partial construction funds.for constructing buildings and improvements and acquiring machinery, equipment and facilities, all in connection with the Project which has been leased to American Falcon Service, Inc., a Delaware corpora- tion. The Notes are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, particu- larly 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 Project and the Notes have been specifically authorized by the City pursuant to Ordinance No. 13,320 of the City, passed and approved on the 2nd day of August, 1977, as amended by Ordinance No. , passed and approved on the day of , 1978 (the "Bonds "). The payment of the principal and interest of the Notes is secured by the irrevocable letter of credit of French American Banking Corporation, New York, New York. The Notes are not general obligations of the City but are special obliga- tions payable solely from Lease rentals and revenues derived from the Project and from the City of Little Rock 6 1,2/ Industrial Development Revenue Bonds, American Falcon Project, Series A, to be dated April 1, 1978. The Notes do not constitute an indebtedness within the meaning of any constitutional or statu- tory limitation. The City covenants and agrees that on or before the maturity date hereof, the Notes, to the extent then outstanding, with accrued interest, shall be paid from the proceeds of the Bonds. This Note may be redeemed at any time prior to maturity, from funds from any source, at a price of par and accrued interest to date of redemption upon ten (10) days prior written notice by first class mail to the owner hereof. IT IS HEREBY CERTIFIED that all conditions, acts and things required to exist, to have happened and to have been performed precedent to and in issuance of this Note do exist, have happened and have been performed in regular time, form and manner. Ordinance IN WITNESS WHEREOF, the City of Little Rock, Arkansas, has caused this Note to be executed by the Mayor and City Clerk and sealed with the corporate seal on this day of 1977. ATTEST: City Clerk (SEAL) CITY OF LITTLE ROCK, ARKANSAS Mayor "Section 4. That the Mayor and the 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 Indenture, its execution and acceptance by the Trustee, the performance of all obligations of the City under and pursuant to the Indenture, the execution and delivery of the Bonds, the execution and delivery of the Notes, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by the Indenture and 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 here involved with the acquiring, constructing and equipping of complex industrial facilities, requiring - 7 - Ordinance highly specialized work and specialized types of equipment, and, therefore, competitive bidding is waived., 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. 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 7. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. "Section 8. 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 other- wise benefit the public health, safety and welfare of the City and the inhabitants thereof, and the issuance of the Notes and Bonds autho- rized 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 immedi- ately upon and after its passage." Ordinance Section 2. That there is hereby found and declared to be an imme- diate 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 Notes and Bonds authorized by this Ordinance amending Ordinance No. 13,320 and the taking of the other action autho- rized 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. PASSED: February 21 (SEAL) , 1978. ;PPR III