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HomeMy WebLinkAbout19536ORDINANCE NO. 19,536 2 3 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL 4 DEVELOPMENT REVENUE BONDS UNDER THE MUNICIPALITIES s AND COUNTIES INDUSTRIAL DEVELOPMENT REVENUE BOND 6 LAW FOR THE PURPOSE OF SECURING AND DEVELOPING 7 INDUSTRY (THE PARTICULAR INDUSTRIAL PROJECT IS 8 DESCRIBED IN THE ORDINANCE); AUTHORIZING THE SALE OF 9 THE BONDS AND THE APPROVAL OF BOND PURCHASE 10 AGREEMENTS AND A PAYMENT IN LIEU OF TAXES AGREEMENT 11 IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION 12 AND DELIVERY OF TRUST INDENTURES SECURING THE BONDS; 13 AUTHORIZING AND PRESCRIBING CERTAIN MATTERS 14 PERTAINING TO THE INDUSTRIAL PROJECT, THE ACQUISITION, 15 CONSTRUCTION, AND EQUIPPING THEREOF, AND THE 16 FINANCING THEREOF; AUTHORIZING THE EXECUTION AND 17 DELIVERY OF LEASE AGREEMENTS RELATING TO THE PROJECT; 18 PRESCRIBING OTHER MATTERS RELATING THERETO; AND 19 DECLARING AN EMERGENCY. 20 21 WHEREAS, the City of Little Rock, Arkansas is authorized by the Municipalities 22 and Counties Industrial Development Revenue Bond Law, A.C.A. §§ 14- 164 -201 to -224 23 (the "Act "), to acquire lands, construct and equip industrial buildings, improvements, 24 and facilities, and incur other costs and expenses and make other expenditures 25 incidental to and for the implementing and accomplishing of the conduct of industrial 26 operations; and [Page 1 of 8] I WHEREAS, the City is authorized by the Act to issue industrial development 2 revenue bonds payable from revenues derived from the industrial project so acquired, 3 constructed, and equipped; and 4 WHEREAS, the City, pursuant to Resolution No. 12,035, adopted July 12, 2005, 5 has entered into an Agreement to Issue Bonds, dated July 12, 2005, with Ring Container 6 Technologies, Inc. ( "RCT "), to issue such bonds under the Act to the extent of not to 7 exceed $17,000,000 for the purposes hereinafter described for the benefit of RCT or its 8 assignee, such bonds to be issued in one or more series as RCT may request; and 9 WHEREAS, RCT assigned its rights under the Agreement to Issue Bonds to an 10 affiliate, Ringwood Containers, L.P. (the "Company "); and I l WHEREAS, the necessary arrangements have been made with the Company for 12 a substantial industrial project consisting of the acquisition of approximately 8 acres of 13 land, construction of buildings, and acquisition of equipment, all located at 9000 Frazier 14 Pike, Little Rock, Arkansas 72206 (the "Project "), to be utilized in the Company's 15 business of manufacturing jars for food products; and 16 WHEREAS, the Company has identified certain of the personal property 17 comprising the Project as the "Series A Project" and the land, buildings, and balance of 18 the personal property comprising the Project as the "Series B Project "; and 19 WHEREAS, to provide permanent financing of Series A Project costs, necessary 20 costs and expenditures incidental thereto, and the cost of the issuance of bonds, the City 21 will issue its taxable industrial development revenue bonds under the provisions of the 22 Act in the principal amount of $10,000,000 (the "Series A Bonds "); and 23 WHEREAS, to provide permanent financing of Series B Project costs and 24 necessary costs and expenditures incidental thereto, the City will issue its taxable 25 industrial development revenue bonds under the provisions of the Act in the principal 26 amount of $5,750,000 (the "Series B Bonds "; the Series A Bonds and the Series B Bonds 27 are referred to collectively as the "Bonds "); and [Page 2 of 8] I WHEREAS, the Series A Bonds and the Series B Bonds will be issued pursuant to 2 the provisions of a Series A Trust Indenture and a Series B Trust Indenture, 3 respectively, each dated as of July 1, 2006 (the Series A Trust Indenture and the Series B 4 Trust Indenture are referred to collectively as the "Trust Indentures "), each to be 5 entered into between the City and SunTrust Bank, as Trustee (the "Trustee "); and 6 WHEREAS, the necessary arrangements have been made to lease the Series A 7 Project and the Series B Project to the Company pursuant to the terms of a Series A 8 Lease Agreement and a Series B Lease Agreement, respectively, each dated as of July 1, 9 2006 (the Series A Lease Agreement and the Series B Lease Agreement are referred to 10 collectively as the "Lease Agreements "); and 1 1 WHEREAS, to induce the City to proceed with the issuance of the Bonds for the 12 purpose indicated, which will inure to the benefit of the Company, the City, and the 13 Company will enter into a Payment in Lieu of Taxes Agreement ( "PILOT Agreement "); 14 and 15 WHEREAS, an open public hearing on the question of the issuance of the Bonds 16 was held before the Board of Directors of the City on June 6, 2006, following publication 17 of notice in the Arkansas Democrat - Gazette on May 22, 2006, and that having heard all 18 persons desiring to be heard in the matter, the City has taken under advisement the 19 comments and statements of such persons, and declared the public hearing duly closed; 20 and 21 WHEREAS, the City proposes to sell the Series A Bonds to SunTrust Capital 22 Markets, Inc. (the "Series A Purchaser ") and the Series B Bonds to SunTrust Bank (the 23 "Series B Purchaser ") (collectively, the "Purchasers ") pursuant to separate Bond 24 Purchase Agreements, by and between the City and the Purchasers; 25 WHEREAS, the completion of the Project will furnish additional employment 26 and other benefits to and be in the best interest of the City and its residents; [Page 3 of 81 I NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS 2 OF THE CITY OF LITTLE ROCK, ARKANSAS that: 3 Section 1. There be, and there is hereby authorized and directed the following: 4 (a) The issuance of the Series A Bonds in the principal amount of $10,000,000 and 5 the sale of the Series A Bonds to the Series A Purchaser for a price of par upon the terms 6 and conditions set forth in the Series A Bond Purchase Agreement; and the issuance of 7 the Series B Bonds in the principal amount of $5,750,000 and the sale of the Series B 8 Bonds to the Series B Purchaser for a price of par upon the terms and conditions set 9 forth in the Series B Bond Purchase Agreement. 10 (b) The execution and delivery of the Bond Purchase Agreements by the Mayor 11 on behalf of the City, in substantially the forms submitted to this meeting, with such 12 changes as shall be approved by such persons executing the documents, their execution 13 to constitute conclusive evidence of such approval. Executed copy of the Bond Purchase 14 Agreements shall be filed in the office of the City Clerk. 15 (c) The execution and delivery of the PILOT Agreement by the Mayor on behalf 16 of the City, in substantially the form submitted to this meeting, with such changes as 17 shall be approved by such persons executing the document, its execution to constitute 18 conclusive evidence of such approval. An executed copy of the PILOT Agreement shall 19 be filed in the office of the City Clerk. 20 (d) The acquisition, construction, and equipping of the Project, and, in 21 connection therewith, the execution of any necessary architectural, engineering, or 22 construction contracts or the acceptance of an assignment of any such contracts 23 previously executed by the Company for the construction and equipping of the Project. 24 (e) The performance of all obligations of the City under the Agreements 25 pertaining to the acquisition, construction, and equipping of the Project. 26 Section 2. The Series A Bonds shall be dated the date of initial authentication and 27 delivery, shall bear interest from such date, and shall mature (subject to prior [Page 4 of 8] I redemption) on August 1, 2016. The Series A Bonds shall bear interest at a variable rate 2 of interest, as more fully described in the Series A Indenture. 3 The Series B Bonds shall be dated the date of initial authentication and delivery, 4 shall bear interest from such date, and shall mature (subject to prior redemption) on 5 September 1, 2006. The Series B Bonds shall bear interest at a variable rate of interest, as 6 more fully described in the Series B Indenture. 7 To provide the terms and conditions upon which the Bonds are to be secured, 8 executed, authenticated, issued, accepted, and held, the Mayor is hereby authorized and 9 directed to execute and acknowledge the Indentures, and the City Clerk is hereby 10 authorized and directed to execute and acknowledge the Indentures and to affix the II seal of the City thereto, and the Mayor and City Clerk are hereby authorized and 12 directed to cause the Indentures to be accepted, executed, and acknowledged by the 13 Trustee. The Indentures are hereby approved in substantially the forms submitted to 14 this meeting, and the Mayor is hereby authorized to confer with the Trustee, the 15 Company, and the Purchasers in order to complete the Indentures in substantially the 16 forms submitted to this meeting with such changes as shall be approved by such 17 persons executing the documents, their execution to constitute conclusive evidence of 18 such approval. 19 (Notice is given that, pursuant to the Act, copies of the Indentures, in 20 substantially the forms authorized to be executed, are on file with the City 21 Clerk of the City of Little Rock and are available for inspection by any 22 interested person.) 23 Section 3. There be, and there is hereby, authorized and directed the execution 24 and delivery of the Lease Agreements, and the Mayor and City Clerk are hereby 25 authorized to execute, acknowledge, and deliver the Lease Agreements for and on 26 behalf of the City. The Lease Agreements are hereby approved in substantially the 27 forms submitted to this meeting, and the Mayor is hereby authorized to confer with the [Page 5 of 8] I Company, the Trustee, and the Purchasers in order to complete the Lease Agreements 2 in substantially the forms submitted to this meeting, with such changes as shall be 3 approved by such persons executing the documents, their execution to constitute 4 conclusive evidence of such approval. 5 (Notice is given that, pursuant to the Act, copies of the Lease Agreements, 6 in substantially the forms authorized to be executed, are on file with the 7 City Clerk of the City of Little Rock and are available for inspection by s any interested person.) 9 Section 4. The Mayor and City Clerk, for and on behalf of the City, be, and they 1 o are hereby authorized and directed to do any and all things necessary to effect the 1 1 execution of the Lease Agreements, the performance of the City's obligations under the 12 Lease Agreements, the execution and delivery of the Trust Indentures, their execution 13 and acceptance by the Trustee, the performance of all obligations of the City under and 14 pursuant to the Trust Indentures, the execution and delivery of the Bonds, the execution 15 and delivery of the Bond Purchase Agreements, the execution and delivery of the 16 PILOT Agreement, and the performance of all other acts of whatever nature necessary 17 to effect and carry out the authority conferred by this Ordinance. The Mayor and the 18 City Clerk are further authorized and directed, for and on behalf of the City, to execute 19 all papers, documents, certificates, and other instruments that may be required for the 20 carrying out of such authority or to evidence the exercise thereof. 21 Section 5. Since the City is here involved with the acquisition, constructing, and 22 equipping of a complex industrial project, requiring highly specialized work and 23 specialized types of machinery and equipment, it has been and is hereby determined by 24 the Board of Directors that competitive bidding be, and the same is hereby, waived as to 25 this particular industrial project. This action is taken by the Board of Directors pursuant 26 to applicable laws of the State of Arkansas, including particularly the Act. [Page 6 of S] I Section 6. There is hereby authorized, ratified, and confirmed the preparation 2 and distribution to various prospective and actual purchasers of the Series A Bonds of a 3 preliminary official statement in the name of the City, describing the City, the Bonds, 4 the Project, the Company, the Series A Trust Indenture, and the Series A Lease 5 Agreement, and setting forth such other information as may be determined to be 6 necessary or desirable. The Mayor, for and on behalf of the City, is authorized to cause 7 the preliminary official statement to be delivered for and in the name of the City, with 8 such provisions therein as shall be approved by the Mayor, who is authorized to 9 execute and deliver to the underwriter a certificate, when requested by the underwriter, 1 o to the effect that the preliminary official statement is deemed final for the purposes of 11 Securities and Exchange Commission Rule 15c2 -12. The Mayor is also authorized to 12 execute a final official statement, an executed copy of which shall be filed in the 13 permanent records of the City. 14 Section 7. All actions heretofore taken by the City, the Company, and the 15 Underwriter in connection with the offer and sale of the Bonds are hereby in all respects 16 ratified and approved. 17 Section 8. Severability In the event any title, section, paragraph, item, sentence, 18 clause, phrase, or word of this ordinance is declared or adjudged to be invalid or 19 unconstitutional, such declaration or adjudication shall not affect the remaining 20 portions of this ordinance, which shall remain in full force and effect as if the portion so 21 declared or adjudged invalid or unconstitutional was not originally a part of this 22 ordinance. 23 Section 9. Repealer. All ordinances or resolutions of the City in conflict herewith 24 are hereby repealed to the extent of such conflict. 25 Section 10. There is hereby found and declared to be an immediate need for the 26 securing and developing of substantial industrial operations in order to provide 27 additional employment, alleviate unemployment, and otherwise benefit the public (Page 7 of 81 1 health, safety, and welfare of the City and the inhabitants thereof, and the issuance of 2 the Bonds authorized hereby and the taking of the other action authorized herein are 3 immediately necessary in connection with the securing and developing of substantial 4 industrial operations and deriving the public benefits referred to above. It is therefore, 5 declared that an emergency exists and this Ordinance, being necessary for the 6 immediate preservation of the public health, safety, and welfare, shall be in force and 7 take effect immediately upon and after its passage. 8 PASSED: June 6, 2006 9 ATTEST: APPROVED: 10 11 12 Na cy Woo , City Clerk 13 14 APPROVED AS TO LEGAL FORM: 15 16.�t% . 17 Thomas M. Carpenter, City Attorney 18 // 19 20 // 21 // 22 23 // 24 25 // 26 27 // 9�d� i" Jim iley, Mayor [Page 8 of 8]