6644 RESOLUTION NO. 6 ,644
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CITY OF LITTLE ROCK AUTHORIZING THE ENTRY INTO AN
AGREEMENT TO ISSUE BONDS FOR THE PURPOSE OF
ASSISTING IN THE FINANCING OF A WAREHOUSE AND
DISTRIBUTION FACILITY WITHIN OR NEAR THE CITY.
WHEREAS, the City of Little Rock, Arkansas , is authorized
under the provisions of Act No. 9 of the First Extraordinary
Session of the General Assembly of the State of Arkansas for
the year 1960, as amended ( "Act 9") , to acquire, construct, and
equip facilities to secure and develop industry and to assist
in the financing thereof by the issuance of bonds payable from
the revenues derived from such facilities ; and
WHEREAS, Parts Warehouse, Inc. , an Arkansas corporation,
has evidenced its interest in acquiring, constructing, and
equipping a warehouse and distribution facility within or near
the City of Little Rock if the permanent financing can be
provided through the issuance of bonds under the authority of
said Act 9 ; and
WHEREAS, the City of Little Rock desires to assist Parts
Warehouse, Inc. in order to secure and develop industry within
or near the City of Little Rock, and to aid in the financing
thereof under the provisions of said Act 9 ; and
WHEREAS, it is desirable that the City of Little Rock enter
into an Agreement to Issue Bonds for such purpose ;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE CITY OF LITTLE ROCK, ARKANSAS, that:
1. The Mayor and the City Clerk of the City of Little
Rock, Arkansas , be authorized to enter into an Agreement to
Issue Bonds in substantially the form and substance as follows :
AGREEMENT TO ISSUE BONDS
THIS AGREEMENT is made as of August , 1981, by and
between the City of Little Rock, Arkansas , a municipal
corporation under the laws of the State of Arkansas (the
"City") , and Parts Warehouse, Inc. , an Arkansas corporation (the
"Company") , for the purpose of carrying out the purposes set
forth in Act No. 9 of the First Extraordinary Session of the
General Assembly of the State of Arkansas for the year 1960, as
amended (the "Act") .
W I T N E S S E T H:
WHEREAS, the City is authorized by the Act to own, acquire,
construct, equip, operate, maintain, sell, lease or contract
concerning or otherwise deal in or dispose of any land,
buildings, or facilities of any and every nature whatever that
can be used in securing or developing industry within or near
the City ; and
WHEREAS, the City has determined that such purposes may be
served by cooperation with the Company for the acquisition,
construction and equipping of an industrial facility within or
near the City for use as a warehouse and distribution facility,
and for other industrial and commercial purposes of the Company
as may be profitable to it (the "Project") ; and
WHEREAS, the City and the Company desire to cooperate in
the acquisition, construction and equipping of the Project and
to have the costs of the Project financed from the proceeds of
revenue bonds of the City (the "Bonds ") to be issued pursuant to
the Act in an aggregate principal amount now estimated not to
exceed $4, 000, 000 (excluding any bonds issued to refund the
Bonds) ; and
WHEREAS, the City and the Company contemplate that the
Project will be leased to the Company, with an option to
purchase, and the rental payments therefor together with other
moneys available shall be sufficient to pay debt service on the
Bonds and all related costs ;
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration under the mutual benefits ,
covenants and agreements herein expressed, the City and the
Company agree as follows :
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1. Proceedings. All proceedings in connection with the
issuance of the Bonds shall be consistent with the requirements
of the Act, including notice to all state agencies , and the
publication of notice as required by the Act. All references
contained herein to the issuance of the Bonds, shall be subject
to compliance with the formalities of the Act when the facts
required to do so are determined.
2. Construction. The City and the Company will cooperate
in causing to be commenced and continued the required
acquisition, construction, re-construction, extension,
equipping and improvement of the Project, and the Company may
provide, or cause to be provided, the necessary interim
financing to permit such work on the Project to commence and
continue expeditiously pending the issuance of interim and/or
permanent bonds . Not later than the time of issuance of the
Bonds for any portion of the Project, the Company will convey
and transfer or cause to be conveyed and transferred to the
City, for an amount approximately equal to that then expended
by the Company for the Project or portions thereof which are
financed by the Bonds then issued (including at the Company's
option any costs of interim financing) , the Project or portions
thereof to be then financed. There shall also be conveyed to
the City any easements and rights-of-way necessary to permit
acquisition, construction, equipping, operation and maintenance
of the Project or such portion.
3. Lease. The City shall enter into a lease, or leases ,
under which the Company will lease, with an option to purchase,
from the City, such Project or portions thereof and will agree
to make rental payments sufficient to pay the principal of ,
premium, if any, and interest on the Bonds , together with all
charges of any Trustee and/or any Paying Agent for the Bonds.
4. Sale of Bonds , Security. The City will take such
steps as are necessary to issue, sell and deliver , pursuant to
the terms of the Act, the Bonds for the purposes of financing
the costs of the Project, in each case only upon receipt of the
written designation by the Company of the purchaser (s) or
underwriter (s) thereof, such Bonds to be in such principal
amount, to mature in such amount and times , to bear interest at
such rate or rates and to be payable on such dates and to have
such optional and mandatory redemption features and prices as
are determined by the City and approved in writing by the
Company. The City further agrees that it will enter into the
lease, and if required, an indenture of trust with a bank or
trust company, qualified to exercise trust powers where
necessary, for the purpose of providing rental payments
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sufficient, with other amounts available from the Company or
directly or indirectly from the proceeds of the Bonds, to pay
the principal of, premium if any, and interest on the Bonds as
they become due together with the charges of any Trustee and/or
any Paying Agent for the Bonds , and pledging and/or otherwise
securing the payment of such rental payments for the benefit of
the holder (s) of the Bonds . The lease, the indenture, and
other related documents , and the Bonds shall contain such terms
and conditions as are agreed upon by the City and the Company.
The City will cooperate in consummating the transaction so
contemplated and in attempting to realize the desire of the
parties hereto that the interest on all Bonds be exempt from
Federal income taxation.
5. Bonds to be Special Obligations . The City shall have
no financial responsibility with respect to the Project, the
Bonds or the costs associated with either, and the Bonds shall
be special obligations of the City and shall never constitute a
general obligation, indebtedness or pledge of the credit of the
City within the meaning of any constitutional or statutory
provision and shall never be paid in whole or in part out of
any funds raised or to be raised by taxation or any other
revenues or other funds of the City except those (including
unexpended Bond proceeds) derived from or in connection with
the sale or lease of the Project as provided for herein.
6. Conditions of Issuance. The Bonds may be issued
either at one time or in several series and/or issues from time
to time, in such aggregate principal amount or amounts as the
Company shall request in writing ; provided, however, that all
conditions of the Act shall have been met. It is further
agreed that the proceeds of the Bonds shall not be invested so
as to constitute any of the Bonds as arbitrage bonds within the
meaning of Section 103 (c) of the Internal Revenue Code of 1954,
as amended, and applicable regulations promulgated pursuant
thereto.
7. Costs to be Financed. The costs of the Project may
include any costs permissible under the Act, including but not
limited to reasonable and necessary costs , expenses and fees
incurred by the City in connection with the issuance of the
Bonds or in connection with the Project, such as out-of-pocket
expenses incurred by any employee of the City ; fees and
out-of-pocket expenses of counsel for the City, Rose Law Firm,
a Professional Association, bond counsel, and any trustee ; fees
and expenses , if any, required in connection with the
underwriting or placement of the Bonds ; recording costs ; rating
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agency's fees , if any, and printing costs. The City will upon
request provide or cause to be provided any data or information
which may be reasonably required to verify any of the costs ,
expenses and fees enumerated above.
8. Termination. In the event that the Bonds shall not be
sold within three years from the date hereof, this Agreement
shall automatically terminate unless the parties hereto shall
agree in writing to its extension for a further period of time
specified in such writing. The Company may unilaterally
terminate this Agreement without liability to the City (except
for any amounts due and owing by the Company to the City
arising out of the transactions occurring on or before the time
of such termination, which shall be promptly paid by the
Company to the City) by giving notice by ordinary mail, postage
prepaid, to the City specifying therein the date of termination
which may be the date of the notice.
9. Protection to the City. The Company shall pay all of
the City 's costs and expenses reasonably and necessarily
incurred in connection with this Agreement or any other related
document or instrument. The Company will at all times
indemnify and hold harmless the City against any and all
losses , costs , damages, expenses and liabilities of whatsoever
nature directly or indirectly resulting from, arising out of,
or related to matters in connection with this Agreement.
10. Payment in Lieu of Taxes . The City and the Company
recognize that under decisions of the Supreme Court of Arkansas
the Project will be exempt from ad valorem taxation. The
Company agrees , however, to enter into an agreement with the
City for payments in lieu of taxes , in such amounts and on such
terms as shall be acceptable to the City and the Company, to
local public bodies with taxing authority.
11. Purpose and Effect. The Bonds are to be issued, sold
and delivered under the authority of the Act and all related
actions and documents shall be in conformity therewith. The
City intends this Agreement to be its official binding
commitment, pursuant to the terms hereof, to issue the Bonds up
to $4, 000, 000 aggregate principal amount outstanding at any one
time, and also to issue additional Bonds if the Project costs
exceeds such amount, and to expend the Bond proceeds to defray
the costs of the Project. The City considers this Agreement to
be an official action for all purposes of the Federal Income
Tax Regulations .
IN WITNESS WHEREOF, the City of Little Rock, Arkansas ,
acting pursuant to resolution of its Board of Directors , has
caused its name to be hereunto subscribed and the Company has
caused its corporate name to be subscribed hereto by its duly
authorized officer, all as of the year and date first above
written.
CITY OF LITTLE ROCK, ARKANSAS
By:
Mayor
ATTEST:
City Clerk
(S E A L)
PARTS WAREHOUSE, INC.
By:
President
ATTEST:
Secretary
(S E A L)
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2. This Resolution shall be in full force and effect from
and after its adoption.
ADOPTED this 18th day of August , 1981.
Acting Mayor
ATTEST:
(?La4te;
City C1- %
(S E A L)