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HomeMy WebLinkAbout10528M RESOLUTION NO. 1 ny 57R A RESOLUTION AUTHORIZING THE ENTRY INTO AN AGREEMENT TO ISSUE BONDS FOR THE PURPOSE OF ASSISTING IN THE FINANCING OF INDUSTRIAL FACILITIES WITHIN THE CITY OF LITTLE ROCK, ARKANSAS, TO BE LEASED TO ACXIOM CORPORATION PURSUANT TO THE AUTHORITY OF THE LAWS OF THE STATE OF ARKANSAS, INCLUDING PARTICULARLY AMENDMENT 65 TO THE ARKANSAS CONSTITUTION AND THE MUNICIPALITIES AND COUNTIES INDUSTRIAL DEVELOPMENT REVENUE BOND LAW WHEREAS, the City of Little Rock, Arkansas (the "City'), is authorized under the provisions of Amendment 65 to the Arkansas Constitution and the Municipalities and Counties Industrial Development Revenue Bond Law, Arkansas Code Annotated §§ 14- 164 -201 to -224 (1998 Repl.), as amended (the "Act "), to own, acquire, construct, equip, and lease 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, Acxiom Corporation, a Delaware corporation (the "Company "), has evidenced its interest in acquiring, constructing, and equipping one or more industrial facilities within the City if the permanent financing can be provided through the issuance of bonds under the authority of the Act; and WHEREAS, the City desires to assist the Company in order to secure and develop industry within the City, and to aid in the financing thereof under the provisions of the Act; and WHEREAS, it is desirable that the City 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: Section 1. The Mayor and the City Clerk of the City are hereby 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 .April 20, 1999, by and between the City of Little Rock, Arkansas, a city of the first class under the laws of the State of Arkansas (the "City "), and Acxiom Corporation, a Delaware corporation (the "Company"), for the purpose of carrying out the purposes set forth in the Municipalities and Counties Industrial Development Revenue Bond Law, Arkansas Code Annotated §§ 14- 164 -201 to -224 (1998 Rep!.), as amended (the "Ac"). WITNESSETI1: WHEREAS, the City is authorized by Amendment 65 to the Arkansas Constitution and the Act to own, acquire, construct, reconstruct, extend, equip; improve, operate, maintain, sell, lease, or 166 contract concerning, or otherwise deal in or dispose of any land, buildings, or facilities of any and every nature 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 in the acquisition, construction, and equipping of one or more industrial facilities located in the City to be used in the Company's business of data delivery and information integration and management and for other lawful purposes of the Company as may be profitable to it; and WHEREAS, the first facility will be located on the two city blocks bordered by Third Street on the North, Ferry Street on the East, Fourth Street on the South, and Commerce Street on the West (the "First Project ") and the subsequent facility or facilities, if any, will be located on a site or sites within the City yet to be determined (the First Project and any additional projects are referred to collectively as the "Projects "); and WHEREAS, the First Project (a) will consist of one or more buildings of approximately 12 stories and containing approximately 150,000 square feet, (b) will include a multi -story parking garage with approximately 600 spaces, which the Company intends to make available to the public on a reasonable basis and for reasonable fees at times other than normal business hours, (c) will necessitate requesting the City to close Sherman Street between Third and Fourth Streets, and (d) will be provided with certain infrastructure improvements by the City, including placing all utilities underground, replacing existing sidewalks with new decorative sidewalks to match those in the River Market District, and installing decorative light fixtures, trash receptacles, and street furniture; and WHEREAS, the City and the Company desire to cooperate in the acquisition, constructing, and equipping of the Projects and to have the costs of the Projects 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 $55,000,000 (excluding any bonds issued to refund the Bonds); and WHEREAS, the City and the Company intend to enter into one or more Lease Agreements (collectively, the "Lease ") of the real and personal property constituting the Projects, which contemplate that the Projects will be leased to the Company, with an option to purchase for a nominal price, 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: 1. Proceedings. All proceedings in connection with the issuance of the Bonds shall be consistent with the requirements of 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 16! 2. Acquisition, Construction, and Equipping. The City and the Company will cooperate in causing to be commenced and continued the required acquisition, construction, and equipping of the Projects, and the Company may provide, or cause to be provided, the necessary interim financing to permit work on the Projects to commence and continue expeditiously pending the issuance of Bonds. Not later than the date of issuance of the Bonds, 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 (including at the Company's option any costs of interim financing), the Projects or portions thereof theretofore acquired, constructed, and equipped. There shall also be conveyed to the City any easements and rights -of -way necessary to permit construction, equipping, installation, operation, and maintenance of the Projects or such portion. 3. Lease. The City and the Company shall enter into the Lease under which the Company will lease the Projects, with an option to purchase for a nominal price, from the City for a term not to exceed 30 years with respect to each Project and will agree to make rental payments sufficient to pay the principal of and 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 the Bonds, pursuant to the terms of the Act, for the purposes of financing the costs of the Projects, 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, 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 a trust indenture with a bank or trust company, qualified to exercise trust powers where necessary, for the purpose of providing rental payments sufficient, with other amounts available from the Company or directly or indirectly from the proceeds of the Bonds, to pay the principal of and 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 trust indenture, 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 transactions so contemplated. 5. Bonds to be Special Obligations. The City shall have no financial responsibility with respect to the Projects, 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 Projects as provided for herein. 6. Conditions of Issuance. The Bonds may be issued either at one time or in several series 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. t 168 7. Costs to be Financed. The costs of the Projects 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 Projects, such as out - of- pocket expenses incurred by any employee of the City; fees and out -of- pocket expenses of Rose Law Firm, a Professional Association, as bond counsel; fees and expenses of any trustee; fees and expenses, if any, required in connection with the underwriting or placement of the Bonds; recording costs; rating 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 five 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, which agreement on the part of the City shall not be unreasonably withheld. 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. Company's Expectations. The Company declares that it is its intent to use Bond proceeds to reimburse itself for all original expenditures incurred in acquiring, constructing, and equipping the Projects made between the date that is 60 days prior to the date of this Agreement and the date the Bonds are issued, plus a de minimis amount and preliminary expenditures. 10. 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. Such indemnification shall include, but is not limited to, all clean-up costs, litigation costs, fines, or penalties resulting from or relating to the real property on which the Projects are to be located and from any activities of the Company thereon. 11. Ad Valorem Taxation Exemption. The City and the Company recognize that under the Arkansas Constitution and decisions of the Supreme Court of Arkansas and in accordance with Arkansas Code Annotated (1998 Repl.) §§ 14- 164 -701 to -703, the Projects will be exempt from ad valorem taxation. The City agrees that the Company shall not be required to enter into an agreement with the City for payments in lieu of ad valorem taxes that would otherwise be levied by local public bodies with taxing authority. 12. 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 the expression of its present intent, pursuant to the terms hereof, to issue the Bonds up to $55,000,000 aggregate principal amount outstanding at any one time, and also to issue additional Bonds if the Project costs exceed such amount, and to expend the Bond proceeds to defray the costs of the Projects. 4 169 13. Assignment. The Company may assign this Agreement in whole or in part to an affiliate of the Company without the prior written consent of the City and may assign this Agreement in whole or in part to an entity which is not an affiliate of the Company with the prior written consent of the City, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no assignment and no dealings or transactions between the City and any assignee shall relieve the Company of any of its obligations under this Agreement. IN WITNESS WHEREOF, the City of Little Rock, Arkansas, acting pursuant to a Resolution of its Board of Directors, has caused its name to be hereunto subscribed by its Mayor 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 IC Mayor ACXIOM CORPORATION M Company Leader Section 2. This Resolution shall be in full force and effect from and after its adoption. Adopted April 20, 1999. o Jim Dailey, Mayor ATTEST: Robbie Hancock, City Clerk (SEAL) 170 0 AGREEMENT TO ISSUE BONDS THIS AGREEMENT is made as of April 20, 1999, by and between the City of Little Rock, Arkansas, a city of the first class under the laws of the State of Arkansas (the "City"), and Acxiom Corporation, a Delaware corporation (the "Company "), for the purpose of carrying out the purposes set forth in the Municipalities and Counties Industrial Development Revenue Bond Law, Arkansas Code Annotated §§ 14- 164 -201 to -224 (1998 Repl.), as amended (the "Act "). WITNESSETH: WHEREAS, the City is authorized by Amendment 65 to the Arkansas Constitution and the Act to own, acquire, construct, reconstruct, extend, equip, improve, operate, maintain, sell, lease, or contract concerning, or otherwise deal in or dispose of any land, buildings, or facilities of any and every nature 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 in the acquisition, construction, and equipping of one or more industrial facilities located in the City to be used in the Company's business of data delivery and information integration and management and for other lawful purposes of the Company as may be profitable to it; and WHEREAS, the first facility will be located on the two city blocks bordered by.Third Street on the North, Ferry Street on the East, Fourth Street on the South, and Commerce Street on the West (the "First Project ") and the subsequent facility or facilities, if any, will be located on a site or sites within the City yet to be determined (the First Project and any additional projects are referred to collectively as the "Projects "); and WHEREAS, the First Project (a) will consist of one or more buildings of approximately 12 stories and containing approximately 150,000 square feet, (b) will include a multi -story parking garage with approximately 600 spaces, which the Company intends to make available to the public on a reasonable basis and for reasonable fees at times other than normal business hours, (c) will necessitate requesting the City to close Sherman Street between Third and Fourth Streets, and (d) will be provided with certain infrastructure improvements by the City, including placing all utilities underground, replacing existing sidewalks with new decorative sidewalks to match those in the River Market District, and.installing decorative light fixtures, trash receptacles, and street furniture; and WHEREAS, the City and the Company desire to cooperate in the acquisition, constructing, and equipping of the Projects and to have the costs of the Projects 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 $55,000,000 (excluding any bonds issued to refund the Bonds); and WHEREAS, the City and the Company intend to enter into one or more Lease Agreements (collectively, the "Lease ") of the real and personal property constituting the Projects, which contemplate that the Projects will be leased to the Company, with an option to purchase for a nominal price, 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: 1. Proceedings. All proceedings in connection with the issuance of the Bonds shall be consistent with the requirements of 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. Acquisition, Construction, and Equipping. The City and the Company will cooperate in causing to be commenced and continued the required acquisition, construction, and equipping of the Projects, and the Company may provide, or cause to be provided, the necessary interim financing to permit work on the Projects to commence and continue expeditiously pending the issuance of Bonds. Not later than the date of issuance of the Bonds, 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 (including at the Company's option any costs of interim financing), the Projects or portions thereof theretofore acquired, constructed, and equipped. There shall also be conveyed to the City any easements and rights -of -way necessary to permit construction, equipping, installation, operation, and maintenance of the Projects or such portion. 3. Lease. The City and the Company shall enter into the Lease under which the Company will lease the Projects, with an option to purchase for a nominal price, from the City for a term not to exceed 30 years with respect to each Project and will agree to make rental payments sufficient to pay the principal of and 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 the Bonds, pursuant to the terms of the Act, for the purposes of financing the costs of the Projects, 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, 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 a trust indenture with a bank or trust company, qualified to exercise trust powers where necessary, for the purpose of providing rental payments sufficient, with other amounts available from the Company or directly or indirectly from the proceeds of the Bonds, to pay the principal of and 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 trust indenture, 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 transactions so contemplated. 5. Bonds to be Special Obligations. The City shall have no financial responsibility with respect to the Projects, 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 2 0 0 other funds of the City except those (including unexpended Bond proceeds) derived from or in connection with the sale or lease of the Projects as provided for herein. 6. Conditions of Issuance. The Bonds may be issued either at one time or in several series 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. 7. Costs to be Financed. The costs of the Projects 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 Projects, such as out -of- pocket expenses incurred by any employee of the City; fees and out -of- pocket expenses of Rose Law Firm, a Professional Association, as bond counsel; fees and expenses of any trustee; fees and expenses, if any, required in connection with the underwriting or placement of the Bonds; recording costs; rating 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 five 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, which agreement on the part of the City shall not be unreasonably withheld. 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. Company's Expectations. The Company declares that it is its intent to use Bond proceeds to reimburse itself for all original expenditures incurred in acquiring, constructing, and equipping the Projects made between the date that is 60 days prior to the date of this Agreement and the date the Bonds are issued, plus a de minimis amount and preliminary expenditures. 10. 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. Such indemnification shall include, but is not limited to, all clean-up costs, litigation costs, fines, or penalties resulting from or relating to the real property on which the Projects are to be located and from any activities of the Company thereon. 11. Ad Valorem Taxation Exemption. The City and the Company recognize that under the Arkansas Constitution. and decisions of the Supreme Court of Arkansas and in accordance with Arkansas Code Annotated (1998 Repl.) §§ 14- 164 -701 to -703, the Projects will be exempt from ad valorem taxation. The City agrees that the Company shall not be required to enter into an agreement with the City for payments in lieu of ad valorem taxes that would otherwise be levied by local public bodies with taxing authority. 0 0 12. 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 the expression of its present intent, pursuant to the terms hereof, to issue the Bonds up to $55,000,000 aggregate principal amount outstanding at any one time, and also to issue additional Bonds if the Project costs exceed such amount, and to expend the Bond proceeds to defray the costs of the Projects. 13. Assignment. The Company may assign this Agreement in whole or in part to an affiliate of the Company without the prior written consent of the City and may assign this Agreement in whole or in part to an entity which is not an affiliate of the Company with the prior written consent of the City, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no assignment and no dealings or transactions between the City and any assignee shall relieve the Company of any of its obligations under this Agreement. IN WITNESS WHEREOF, the City of Little Rock, Arkansas, acting pursuant to a Resolution of its Board of Directors, has caused its name to be hereunto subscribed by its Mayor 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. 2 CITY OF LITTLE ROCK, ARKANSAS By: Mayor ACXIOM CORPORATION