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HomeMy WebLinkAbout16259w w �■ �w �� w w w w� w w w w w 504 ORDINANCE NO. 16,259 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING FOR INDUSTRIAL FACILITIES; AUTHORIZING THE LEASING OF SUCH FACILITIES TO R &G SLOANE;MANUFACTURING COMPANY, INC.; AUTHORIZING THE SALE OF THE BONDS AND THEIR SECURITY; 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 Title 14, Chapter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated (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, it is proposed that the City authorize the issuance of its revenue bonds under the Act for the purpose of financing the acquisition, construction and equipping of an industrial plant consisting of (i) an approximately 402,000 square foot manufacturing /corporate office facility on 100 acres of land located south of Frazier Pike Road in the Little Rock Port Industrial Park, and (ii) related manufacturing equipment and other personal property (the "Plant ") , and that the City lease such facilities as are so financed to R &G Sloane Manufacturing Company, Inc., a Delaware corporation (the "Company "); and WHEREAS, pursuant to and in accordance with applicable provisions of Arkansas law, a public hearing was held prior to the passage and approval of this Ordinance before the Board of Directors on the question of the issuance of not to exceed $25,000,000 in principal amount of revenue bonds under the Act; and WHEREAS, after due consideration the City is prepared to proceed with financing all or a portion of the Plant as shall now or hereafter be requested by the Company; and WHEREAS, the Company has requested that the City now proceed with financing the manufacturing equipment and other personal property comprising the Plant (the Project), and to issue and sell $7,500,000 in principal amount of its Industrial Development Revenue Bonds (the "Bonds ") to provide such financing; and WHEREAS, copies of the hereinafter described Bond Purchase, Assignment and Security Agreement, Lease Agreement, and Payment In Lieu Of Tax Agreement have been presented to and are before this meeting; 505 NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. The Board of Directors hereby finds that the acquiring, constructing and equipping of the Project, and the issuance of the Bonds to finance a portion of the same, will provide substantial employment and payrolls and will thereby secure and develop industry at the City. Section 2. That the issuance of the Bonds in the aggregate principal amount of $7,500,000 is hereby authorized. The Bonds shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature (over a period of not to exceed ten years), shall bear interest (at a fluctuating rate per annum not exceeding 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 Bond Purchase, Assignment and Security Agreement (hereinafter authorized) securing the Bonds. Section 3. That the Bonds be sold to Banque Nationale de Paris (the "Purchaser "), or any affiliate thereof designated by 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 such other terms and conditions recommended by the Company. Section 4. That to prescribe the terms and conditions upon which the Bonds are to be executed, issued, sold, accepted, held and secured, there is hereby authorized the execution and delivery of a Bond Purchase, Assignment and Security Agreement by and between the City and the Purchaser or its designated affiliate (the "Bond Purchase Agreement "), and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Bond Purchase Agreement for and on behalf of the City. 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 Purchaser and others in order to complete the Bond Purchase 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 5. That there is hereby authorized the execution and delivery of a Lease Agreement by and between the City and the Company (the "Lease Agreement "), and the Mayor and City Clerk 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. G-,:) M = M = = M 0 0 M M M. m Section 6. That there is hereby authorized the execution and delivery of a Payment In Lieu Of Tax Agreement by and between the City and the Company (the "PILOT Agreement "), and the Mayor is hereby authorized to execute and deliver the PILOT Agreement for and on behalf of the City. The PILOT 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 PILOT 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 7. That the law firm of Friday, Eldredge & Clark be appointed to act as Bond Counsel in connection with the issuance of the Bonds, which appointment is recommended by the Company. Section S. That the acquiring, constructing and equipping of the Project, and the issuance and sale of the Bonds, are exceptional situations 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 (i) the Project consists of industrial facilities within the meaning of the Act, and (ii) the Company's selection of Bond Counsel is a nationally recognized firm in the field of municipal bonds, familiar with the Company, the Act, and the policies of the City with respect to the issuance of bonds of the type now being issued. Therefore, pursuant to applicable _laws of the State of Arkansas, including the Act and Section 14 -47 -138 of the Arkansas Code of 1987 Annotated, competitive bidding is hereby waived. Section 9. 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, the Lease Agreement, and the PILOT Agreement and the performance of all obligations of the City thereunder, the issuance, execution, sale and delivery of the Bonds, 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 instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 10. 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 adopted, for inspection by any interested person copies of the Bond Purchase Agreement and the Lease Agreement, and such documents shall be on file for inspection by any interested person. 506 65-7 8,3 Section 11. That the provisions of this ordinance are5 O e 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 12. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. That there is hereby found and declared to be an immediate need for the securing and developing of industry in order to provide substantial 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 preservation of the public peace, health and safety shall be in force and effect immediately upon and after its passage. PASSED: August 4, 1992. ATTEST: DB City clerk (SEAL) • ...y.. �"1