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13747 1 1 RESOLUTION NO. 13,747 2 3 A RESOLUTION TO AUTHORIZE THE ENTRY INTO AN AGREEMENT 4 TO ISSUE BONDS FOR THE PURPOSE OF ASSISTING IN THE 5 FINANCING OF INDUSTRIAL FACILITIES WITHIN THE CITY OF 6 LITTLE ROCK, ARKANSAS, TO BE LEASED TO DASSAULT FALCON 7 JET CORP., PURSUANT TO THE AUTHORITY OF THE LAWS OF THE 8 STATE OF ARKANSAS,INCLUDING PARTICULARLY AMENDMENT 65 9 TO THE ARKANSAS CONSTITUTION AND THE MUNICIPALITIES 10 AND COUNTIES INDUSTRIAL DEVELOPMENT REVENUE BOND LAW; 11 AND FOR OTHER PURPOSES. 12 13 WHEREAS,the City of Little Rock, Arkansas, is authorized under the provisions of Amendment 65 14 to the Arkansas Constitution and the Municipalities and Counties Industrial Development Revenue Bond 15 Law, Ark. Code Ann. §§ 14-164-201 to -224 (the "Act"), to own, acquire, construct, equip, and lease 16 facilities to secure and develop industry and to assist in the financing thereof by the issuance of bonds 17 payable from the revenues derived from such facilities; and, 18 WHEREAS, Dassault Falcon Jet Corp. (the "Company"), has evidenced its interest in acquiring, 19 constructing, and equipping an industrial facility within the City if the permanent financing can be 2 0 provided through the issuance of bonds under the authority of the Act; and 21 WHEREAS, the City desires to assist the Company in order to secure and develop industry within 2 2 the City,and to aid in the financing thereof under the provisions of the Act; and, 2 3 WHEREAS,it is desirable that the City enter into an Agreement to Issue Bonds for such purpose; 2 4 NOW,THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY 2 5 OF LITTLE ROCK,ARKANSAS that: 2 6 Section 1. The Mayor and the City Clerk of the City are hereby authorized to enter into an 2 7 Agreement to Issue Bonds in substantially the form and substance as follows: 28 2 9 AGREEMENT TO ISSUE BONDS 3 0 THIS AGREEMENT is made as of August 6, 2013, by and between the City of Little Rock, 31 Arkansas, a city of the first class under the laws of the State of Arkansas (the "City"), and Dassault 3 2 Falcon Jet Corp. (the "Company"), for the purpose of carrying out the purposes set forth in the [Page 1 of 61 1 Municipalities and Counties Industrial Development Revenue Bond Law, Ark. Code Ann. §§ 14-164-201 2 to-224(the"Act"). 3 WITNESSETH: 4 WHEREAS, the City is authorized by Amendment 65 to the Arkansas Constitution and the Act to 5 own, acquire, construct, reconstruct, extend, equip, improve, operate, maintain, sell, lease, or contract 6 concerning, or otherwise deal in or dispose of any land, buildings, or facilities of any and every nature 7 that can be used in securing or developing industry within or near the City; and 8 WHEREAS, the City has determined that such purposes may be served by cooperation with the 9 Company in the acquisition, construction, and equipping of an industrial facility within the City, 10 consisting of the acquisition of leasehold rights, construction of buildings and improvements, and 11 acquisition and installation of equipment for the fabrication of component parts of aircrafts and the 12 completion and refurbishment of aircrafts(the"Project"); and 13 WHEREAS, the City and the Company desire to cooperate in the acquisition, constructing, and 14 equipping of the Project and to have the costs of the Project financed from the proceeds of revenue bonds 15 of the City (the "Bonds") to be issued pursuant to the Act in an aggregate principal amount now 16 estimated not to exceed $60,000,000 (excluding any bonds issued to refund the Bonds); and 17 WHEREAS, the City and the Company intend to enter into a Sublease and Lease Agreement (the 18 "Lease") of the real and personal property constituting the Project, which contemplates that the Project 19 will be leased to the Company, with an option to purchase for a nominal price, and the rental payments 2 0 therefor together with other moneys available shall be sufficient to pay debt service on the Bonds and all 21 related costs; 2 2 NOW, THEREFORE, in consideration of the premises and other good and valuable consideration 2 3 under the mutual benefits, covenants, and agreements herein expressed, the City and the Company agree 2 4 as follows: 2 5 1.Proceedings. All proceedings in connection with the issuance of the Bonds shall be consistent 2 6 with the requirements of the Act. All references contained herein to the issuance of the Bonds shall be 2 7 subject to compliance with the formalities of the Act when the facts required to do so are determined. 2 8 2. Acquisition, Construction, and Equipping. The City and the Company will cooperate in 2 9 causing to be commenced and continued the required acquisition, construction, and equipping of the 3 0 Project, and the Company may provide, or cause to be provided, the necessary interim financing to 31 permit work on the Project to commence and continue expeditiously pending the issuance of Bonds.Not 3 2 later than the date of issuance of the Bonds, the Company will convey and transfer or cause to be 3 3 conveyed and transferred to the City, the Project or portions thereof theretofore acquired, constructed, [Page 2 of 61 1 and equipped. There shall also be conveyed to the City any easements and rights-of-way necessary to 2 permit construction, equipping, installation, operation,and maintenance of the Project. 3 3. Lease. The City and the Company shall enter into the Lease under which the Company will 4 lease the Project, with an option to purchase for a nominal price, from the City and will agree to make 5 rental payments sufficient to pay the principal of and premium, if any, and interest on the Bonds. 6 4. Sale of Bonds, Security. The City will take such steps as are necessary to issue, sell, and 7 deliver the Bonds, pursuant to the terms of the Act, for the purposes of financing the costs of the Project, 8 in each case only upon receipt of the written designation by the Company of the purchaser(s) or 9 underwriter(s) thereof, such Bonds to be in such principal amount, to mature in such amount and times, 10 to bear interest at such rate or rates, to be payable on such dates, and to have such optional and 11 mandatory redemption features and prices as are determined by the City and approved in writing by the 12 Company. The City further agrees that it will enter into the Lease and a mortgage with the purchaser of 13 the Bonds, for the purpose of providing rental payments sufficient, with other amounts available from the 14 Company or directly or indirectly from the proceeds of the Bonds,to pay the principal of and premium, if 15 any, and interest on the Bonds as they become due, and pledging and otherwise securing the payment of 16 such rental payments for the benefit of the holder(s) of the Bonds. The Lease,the mortgage, other related 17 documents, and the Bonds shall contain such terms and conditions as are agreed upon by the City and the 18 Company. The City will cooperate in consummating the transactions so contemplated. 19 5. Bonds to be Special Obligations. The City shall have no financial responsibility with respect 20 to the Project,the Bonds, or the costs associated with either, and the Bonds shall be special obligations of 21 the City and shall never constitute a general obligation, indebtedness, or pledge of the credit of the City 22 within the meaning of any constitutional or statutory provision and shall never be paid in whole or in part 23 out of any funds raised or to be raised by taxation or any other revenues or other funds of the City except 24 those (including unexpended Bond proceeds) derived from or in connection with the sale or lease of the 25 Project as provided for herein. 26 6. Conditions of Issuance. The Bonds may be issued either at one time or in several series from 27 time to time, in such aggregate principal amount or amounts as the Company shall request in writing; 28 provided,however,that all conditions of the Act shall have been met. 29 7. Costs to be Financed. The costs of the Project may include any costs permissible under the 30 Act, including but not limited to reasonable and necessary costs, expenses, and fees incurred by the City 31 in connection with the issuance of the Bonds or in connection with the Project; fees and out-of-pocket 32 expenses of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.; recording costs; rating agency's 33 fees, if any; and printing costs. The City will upon request provide or cause to be provided any data or [Page 3 of 6] 1 information which may be reasonably required to verify any of the costs, expenses, and fees enumerated 2 above. 3 8. Termination. In the event that the Bonds shall not be sold within three years from the date 4 hereof, this Agreement shall automatically terminate unless the parties hereto shall agree in writing to its 5 extension for a further period of time specified in such writing, which agreement on the part of the City 6 shall not be unreasonably withheld. The Company may unilaterally terminate this Agreement without 7 liability to the City (except for any amounts due and owing by the Company to the City arising out of the 8 transactions occurring on or before the time of such termination, which shall be promptly paid by the 9 Company to the City) by giving notice by ordinary mail, postage prepaid, to the City specifying therein 10 the date of termination,which may be the date of the notice. 11 9. Protection to the City. The Company shall pay all of the City's costs and expenses 12 reasonably and necessarily incurred in connection with this Agreement or any other related document or 13 instrument. The Company will at all times indemnify and hold harmless the City against any and all 14 losses, costs, damages, expenses, and liabilities of whatsoever nature directly or indirectly resulting from, 15 arising out of,or related to matters in connection with this Agreement. 16 10. Ad Valorem Taxation Exemption. The City and the Company recognize that under the 17 Arkansas Constitution and decisions of the Supreme Court of Arkansas and in accordance with Ark. 18 Code Ann. §§ 14-164-701 to -704, the Project will be exempt from ad valorem taxation. The City agrees 19 that the Company shall be required to enter into an Agreement for Payments in Lieu of Taxes ("PILOT 2 0 Agreement") with the City in substantially the form submitted to this meeting, providing for payments in 21 lieu of a portion of the ad valorem taxes that would otherwise be levied by local public bodies with 2 2 taxing authority. 2 3 11. Purpose and Effect. The Bonds are to be issued, sold, and delivered under the authority of 2 4 the Act and all related actions and documents shall be in conformity therewith. The City intends this 2 5 Agreement to be the expression of its present intent, pursuant to the terms hereof, to issue the Bonds up 2 6 to $60,000,000 aggregate principal amount outstanding at any one time, and also to issue additional 2 7 Bonds if the Project costs exceed such amount, and to expend the Bond proceeds to defray the costs of 2 8 the Project. 2 9 12. Assignment. The Company may assign this Agreement and the PILOT Agreement in whole 3 0 or in part to an affiliate of the Company without the prior written consent of the City and to an entity 31 which is not an affiliate of the Company with the prior written consent of the City, which consent shall 3 2 not be unreasonably withheld. Notwithstanding the foregoing, no assignment and no dealings or [Page 4 of 6] 1 transactions between the City and any assignee shall relieve the Company of any of its obligations under 2 this Agreement. 3 IN WITNESS WHEREOF, the City of Little Rock, Arkansas, acting pursuant to a Resolution 4 of its Board of Directors, has caused its name to be hereunto subscribed by its Mayor and the Company 5 has caused its corporate name to be subscribed hereto by its duly authorized officer, all as of the year and 6 date first above written. 7 CITY OF LITTLE ROCK,ARKANSAS 8 By: 9 Mayor 10 DASSAULT FALCON JET CORP. 11 By: 12 13 14 Section 2. Subject to compliance with the statutory notice requirements, the PILOT Agreement shall 15 be considered for approval at the meeting of the Board of Directors at which the ordinance authorizing 16 the issuance of the Bonds is considered for approval. 17 Section 3. The City shall hold a public hearing on the question of the issuance of the Bonds on 18 August 20, 2013. The City Clerk and counsel for the Company shall coordinate the publication of the 19 notice of public hearing. 2 0 Section 4. This Resolution shall be in full force and effect from and after its adoption. 21 Section 5. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 2 2 word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or 2 3 adjudication shall not affect the remaining portions of this resolution, which shall remain in full force 2 4 and effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part 2 5 of this resolution. 2 6 Section 6. Repealer. All ordinances or resolutions of the City in conflict herewith are hereby 2 7 repealed to the extent of such conflict. 2 8 PASSED: August 6,2013 2 9 ATTEST: APPROVE 1• 30 / 31 Tao... //'li/.f 3 2 .usan . le City Clerk M. k Stodola,Mayor (Page 5 of 6] l 1 APPROVED AS TO LEGAL FORM: 2 /, / 3 l�'Q'i`'`-'' //1 A 4 Thomas M. Carpenter,City Attjrney 5 // 6 // 7 // 8 // 9 // 10 // 11 // 12 // 13 // 14 // 15 // 16 // 17 // 18 // 19 // 2 0 // 21 // 2 2 // 2 3 // 2 4 // 2 5 // 2 6 // 2 7 // 2 8 // 2 9 // 3 0 // 31 // 3 2 // 3 3 // [Page 6 of 6]