Loading...
HomeMy WebLinkAbout15369® • 500 ORDINANCE NO. 15,369 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING FOR INDUSTRIAL FACILITIES; AUTHORIZING A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING A LEASE AND AGREEMENT BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS, AS LESSOR, AND YELLOW FREIGHT SYSTEM, INC., AS LESSEE; AUTHORIZING THE SALE OF THE BONDS AND THE EXECUTION OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City "), is authorized and empowered under the provisions of 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 "Act "), to issue revenue bonds and to expend the proceeds thereof to finance the acquisition, construction and equipment of land, buildings or facilities which can be used in securing or developing industry; and WHEREAS, the City has heretofore authorized and issued its Industrial Development Revenue Bonds - Yellow Freight System, Inc. Project, Series 1982 (the "Prior Bonds ") , in the principal amount of $1,540,000, for the purpose of financing the costs of acquiring a motor freight terminal located within the boundaries of the City (the "Project "), which is being leased by the City to Yellow Freight System, Inc., an Indiana corporation (the "Company "); and WHEREAS, it is proposed that the City issue its refunding bonds under the Act for the purpose of refinancing the Project; and WHEREAS, after due consideration, the City is now prepared to proceed with such refinancing and, at the request of the Company, to issue and sell $1,495,000 in principal amount of its Industrial Development Refunding Revenue Bonds - Yellow Freight System, Inc. Project, Series 1987 (the "Bonds "), to provide such financing; and WHEREAS, copies of the hereinafter described Bond Purchase Agreement, Trust Indenture and Lease and Agreement have been presented to and are before this meeting; D'2!� M ® • M M M NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. That the issuance of the Bonds is hereby authorized. The Bonds shall be issued in the forms and de- nominations, shall be dated, shall be numbered, shall mature, shall bear interest (at fluctuating rates subject to conversion to a fixed rate at the option of the Company, in either case not to exceed the maximum permitted by law), and shall be subject to redemption prior to maturity all upon the terms and conditions recommended by the Company and set forth in the Trust Indenture (hereinafter authorized) securing the Bonds. Section 2. That the Bonds be sold to Thornton, Farish & Gauntt, Montgomery, Alabama (the "Purchaser "), for the purchase price of 100% of par, plus accrued interest, if any, from the date of the Bonds to the date of delivery, which price is recommended by the Company, and upon the terms and conditions set forth in a Bond Purchase Agreement to be entered into among the City, the Company and the Purchaser (the "Bond Purchase Agreement"). The Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company, the Purchaser and others in order to complete the Bond Purchase Agreement and to execute and deliver the same on behalf_ of the City in substantially the form presented to this meeting with such changes as shall be approved by him, his execution to constitute conclusive evidence of such approval. Section 3. That to prescribe the terms and conditions upon which the Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture by and between the City and a bank or trust company selected by the Company which will act as Trustee thereunder (the "Indenture "), and the City Clerk is hereby authorized and directed to execute and acknowledge the Indenture 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 is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee and others in order to complete the Indenture in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. Section 4. That there be, and there is hereby, au- thorized the execution and delivery of a Lease and Agreement by and between the City as Lessor, and the Company as Lessee (the 501 ® • "Lease Agreement "), and the Mayor and City Clerk be, and they are hereby, authorized to execute, acknowledge and deliver the Lease Agreement for and on behalf of the City. The Lease Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company and others in order to complete the Lease Agreement in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. Section S. That there be, and there is hereby, authorized the preparation and distribution to various prospec- tive and actual purchasers of the Bonds of a Limited Offering Memorandum, in the name of the City, describing the City, the Bonds, the Indenture, the Lease Agreement, and setting forth such other information as may be determined to be necessary or desirable by the Purchaser, the Company and the City. The Mayor is authorized to execute such a Limited Offering Memorandum on behalf of the City. Section 6. That the City hereby makes the election provided by Section 1O3(b)(6)(D) of the Internal Revenue Code of 1954, as amended and by Section 144(a)(4)(A) of the Internal Revenue Code of 1986, as applicable. Section 7. The redemption of the Prior Bonds and the use of the proceeds of the Bonds for such purpose are hereby authorized. Section 8. That the Mayor and 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 Bond Purchase Agreement and the performance of all obligations of the City thereunder, the execution and delivery of the Lease Agreement and the performance of all obligations of the City thereunder, the execution and delivery of the Indenture and the performance of all obligations of the City thereunder, the issuance, execution, sale and delivery of the Bonds, the execution, delivery and distribution of a Limited Offering Memorandum, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred 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 instru- ments that may be required for the carrying out of such authori- ty or to evidence the exercise thereof. 502 M • M w M w M M M M M Section 9. That the City Clerk is hereby authorized and directed to file in the office of the City Clerk, as a part of the minutes of the meeting at which this Ordinance is adopt- ed, for inspection by any interested person a copy of the Bond Purchase Agreement, the Indenture and the Lease Agreement, and such documents shall be on file for inspection by any interested person. Section 10. That the law firm of Friday, Eldredge & Clark be appointed to act as Bond Counsel on behalf of the City in connection with the issuance and sale of the Bonds, and that Thornton, Farish & Gauntt be appointed as Remarketing Agent under the Indenture, which appointments are recommended by the Company. Section 11. That the issuance, sale and remarketing from time to time of the Bonds are an exceptional situation in which the City has no responsibility for payment of the costs and expenses thereof, all of which are payable by the Company, and the Company's recommendations with respect thereto are acceptable to the City. In particular the Board of Directors finds that the Company's recommendation for selection as Bond Counsel is a nationally recognized firm in the field of municipal bonds, familiar with the issuance of the Prior Bonds, the Company, the Act, and the policies of the City with respect to the issuance of industrial development revenue bonds. Therefore, pursuant to applicable laws of the State of Arkansas, including the Act and Act No. 99 of the Acts of Arkansas of 1921, as amended, competitive bidding is hereby waived. Section 12. 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 13. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 14. That there is hereby found and declared to be an immediate need for the securing and developing of industry in order to provide the continuance of employment and payrolls, thereby alleviating unemployment and otherwise benefiting the public health, safety and welfare of the City and the inhabitants thereof, and the issuance of the Bonds authorized 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 503 ® � 504 immediate preservation of the public peace, health and safety shall be in force and effect immediately upon and after its passage. PASSED: November 3, 1987. APPROVED: ATTEST: Magbrt Lbttie i rra C' y Clerk - ne Czech (SEAL)