HomeMy WebLinkAbout15908M'
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ORDINANCE NO. 15,908
AN ORDINANCE AUTHORIZING AN ESCROW AGREEMENT
RELATING TO THE CITY'S INDUSTRIAL DEVELOPMENT
REVENUE BONDS - ERSHIGS, INC. PROJECT, SERIES
A; AUTHORIZING A SPECIAL WARRANTY DEED FROM
THE CITY TO ERSHIGS, INC.; AUTHORIZING AND
PRESCRIBING OTHER MATTERS PERTAINING THERETO;
AND DECLARING AN EMERGENCY.
M
WHEREAS, the City of Little Rock, Arkansas (the "City "),
has heretofore issued $500,000 in aggregate principal amount of its
Industrial Development Revenue Bonds - Ershigs, Inc. Project,
Series A (the "Bonds "), for the purpose of financing the cost of
acquiring, constructing and equipping an industrial plant in the
City (the "Plant ") for use by Ershigs, Inc., a Washington
corporation (the "Lessee "); and
WHEREAS, the Plant was leased to the Lessee under and
pursuant to a Lease Agreement dated as of November 1, 1977 (the
"Lease Agreement ") , between the City and the Lessee, for rentals
sufficient to pay debt service on the Bonds when due; and
WHEREAS, the Lessee has determined to exercise its
purchase option under the Lease Agreement by providing funds to pay
the costs of discharging and defeasing the outstanding Bonds; and
WHEREAS, in order to effect such discharge and
defeasance, it is proposed that the City, the Lessee and First
Commercial Bank, National Association, Little Rock, Arkansas, as
Trustee for the Bondholders, enter into an Escrow Agreement, a copy
of which has been presented and is before this meeting; and
WHEREAS, the proposed Special Warranty Deed from the City
to the Lessee whereby the Plant will be sold to the Lessee has been
presented to and is before this meeting;
NOW, THEREFORE, BE IT ORDAINED by the Board of Directors
of the City of Little Rock, Arkansas:
Section 1. That the form, terms and provisions of the
Escrow Agreement be, and they are hereby, approved and the Mayor
and City Clerk be, and they are hereby, authorized, empowered and
directed to execute and deliver the Escrow Agreement for and on
behalf of the City, with the Escrow Agreement to be in
substantially the form now before this meeting with such changes as
shall be approved by the Mayor and City Clerk, whose execution
shall constitute conclusive evidence of their approval of any such
changes.
Section 2. That the sale of the Plant to the Lessee
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pursuant to the purchase option provisions of the Lease Agreement
is hereby approved and the Mayor and City Clerk be, and they are
hereby, authorized, empowered and directed to execute and deliver
the Special Warranty Deed for and on behalf of the City upon the
discharge and defeasance of the outstanding Bonds, with the Special
Warranty Deed to be in substantially the form now before this
meeting with such changes as shall be approved by the Mayor and
City Clerk, whose execution shall constitute conclusive evidence of
their approval of any such changes.
Section 3. That the Mayor is hereby authorized to confer
with the Lessee, the Trustee and others in order to complete the
documentation evidencing the proposed discharge and defeasance of
the Bonds, the transfer of the Plant to the Lessee and the
termination of the Lease Agreement, and the Mayor and City Clerk
are hereby authorized to execute, acknowledge and deliver any other
documents for and on behalf of the City in connection with the
authority conferred hereby.
Section 4. 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 a copy of the Escrow Agreement
and Special Warranty Deed, and such documents shall be on file for
inspection by any interested person.
Section 5. That all ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
Section 6. That there is hereby found and declared to be
an immediate need for the securing and developing of industry in
order to provide continued employment and payrolls, alleviate
unemployment and otherwise benefit the public health, safety and
welfare of the City and the inhabitants thereof, and the proposed
sale of the Plant and the discharge and defeasance of the Bonds 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 immediate preservation of
the public peace, health and safety shall be in force and effect
immediately upon and after is passage.
PASSED: Jule 17
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT made this day of ^,
1990, by and among Ershigs, Inc. (the "Company "), the City of
Little Rock, Arkansas (the "City ") and First Commercial Bank,
National Association, Little Rock, Arkansas (formerly The First
National Bank in Little Rock) (the "Escrow Agent ");
WITNESSETH:
WHEREAS, the City has issued its $500,000 Industrial
Development Revenue Bonds - Ershigs, Inc.Project, Series A, dated
November 1, 1977 (the "Bonds ") for the purpose of financing an
industrial project located at the City (the "Project "); and
WHEREAS, the Project is leased to the Company pursuant to
a Lease and Agreement dated as of November 1, 1977 (the "Lease "),
giving an option to the Company to purchase the Project for a
purchase price sufficient to retire, or make adequate provision
for retirement of, the Bonds; and
WHEREAS, the Bonds were issued and are secured under and
pursuant to a Trust Indenture dated as of November 1, 1977, by and
between the City and the Escrow Agent (the "Indenture "); and
WHEREAS, Section 901 of the Indenture provides for the
release of the lien of the Indenture upon the deposit with the
Escrow Agent of moneys adequate to provide for the payment as
due of the principal of and interest on the outstanding Bonds and
to discharge the other obligations of the City under the Indenture;
and
WHEREAS, the Company desires to exercise its option to
purchase the Project and in furtherance of this purpose has
requested the City to obtain the release of the lien of the
Indenture pursuant to and in accordance with Section 901 of the
Indenture and has deposited with the Escrow Agent, on behalf of the
City, the moneys necessary to provide for the payment of the
principal of and interest on the outstanding Bonds when due and all
fees due the Escrow Agent as Trustee and Paying Agent for the Bonds
and for its services under this Agreement;
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NOW THEREFORE, in consideration of the mutual covenants
and benefits herein set forth and for other valuable
consideration, the receipt of which is hereby acknowledged by each
party, the Company, the City and the Escrow Agent agree as
follows:
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1. Escrow Fund. Simultaneously with the execution and
delivery of this Agreement, the Company has deposited with the
Escrow Agent the sum of $ and Government Obligations (as
defined below) described on Schedule I attached hereto. Such
moneys, Government Obligations and investments therefrom and
investment earnings thereon shall constitute the "Escrow Fund"
under this Agreement.
2. Fees to Escrow Agent. The Escrow Agent is Trustee and
Paying Agent for the Bonds and shall pay to itself from the Escrow
Fund the sum of $ for its services in such capacities and
as Escrow Agent hereunder.
3. Application of Escrow Fund. The Escrow Agent will
hold the Escrow Fund (including earnings thereon) in trust for the
sole and exclusive benefit of the holders of the Bonds and shall
apply the Escrow Fund solely to the payment of
(a) principal of and interest on the Bonds as reflected
on Schedule II attached hereto,
(b) Trustee and Paying Agent fees in accordance with
paragraph 2, and
(c) Escrow Agent fees in accordance with the provisions
of paragraph 2.
The Escrow Agent shall withdraw from the Escrow Fund and
apply to the payment of the principal of and interest on the Bonds
the amounts necessary to pay principal and interest when due in
accordance with clause (a) above.
4. Investments and Reinvestments; _Withdrawals from
Escrow Fund. The Escrow Agent may from time to time, upon the
written request of the Company, (1) invest any cash then on
deposit in the Escrow Fund in direct or fully guaranteed obliga-
tions of the United States of America ("Government Obligations "),
(2) permit the Company to substitute other Government Obligations
or cash for any Government Obligations or cash then in the Escrow
Fund, or (3) permit the Company to withdraw any cash or Government
Obligations from the Escrow Fund, without substitution, provided in
each instance of a withdrawal, substitution or reinvestment the
Escrow Agent shall have determined to its satisfaction that the
withdrawal, substitution or reinvestment will not adversely
affect (1) the availability of moneys in the Escrow Fund at times
and in amounts sufficient to meet the required payments provided
for in Paragraph 3 or (2) the tax - exempt status of interest on the
EMILRAW
Bonds for federal income tax purposes. In this regard, the Escrow
Agent may in its discretion require an opinion of counsel relating
to the tax - exempt status of interest on the Bonds or a report of a
certified public accounting firm prior to any substitution,
withdrawal or reinvestment.
5. Escrow Agent to Remain in Office. The Escrow
Agent agrees to remain in office until all of the Bonds have been
retired and to accept as full compensation for its services
hereunder, and its services as Trustee and Paying Agent for the
Bonds, the fees provided for in paragraph 2.
6. Remaining Balance. Any balance remaining in the
Escrow Fund after retirement of all Bonds and the payment of all
fees due the Escrow Agent, shall be paid to the Company.
7. Miscellaneous. This Agreement shall be
irrevocable and the agreements herein set forth shall be strictly
performed and enforced. Except for the purpose of curing any
ambiguity herein or of further assuring the security and rights
hereunder of the holders of the Bonds, this Agreement shall not be
modified, altered or amended by the parties hereto without the
prior written consent of the holders of all of the outstanding
Bonds. If for any reason the Escrow Fund is insufficient to pay
the principal of, premium, if any, and interest on the Bonds when
due (at maturity or at redemption prior to maturity), the Company
agrees to pay to the Escrow Agent the amount of such deficiency.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the year and date first above written.
ERSHIGS, INC.
By _
(title)
FIRST COMMERCIAL BANK,
NATIONAL ASSOCIATION
Little Rock, Arkansas
By
(title)
CITY OF LITTLE ROCK, ARKANSAS
By
Mayor
ATTEST:
City Clerk
(SEAL)
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TYPE
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MATURITY PURCHASE PRICE
SCHEDULE I
PRINCIPAL AMOUNT
AT MATURITY
306
Date Principal
11/1/90
$30,000
5/1/91
11/1/91
30,000
5/1/92
11/1/92
30,000
5/1/93
11/1/93
30,000
5/1/94
11/1/94
35,000
5/1/95
11/1/95
35,000
5/1/96
11/1/96
40,000
5/1/97
11/1/97
40,000
EM\LR.FX
SCHEDULE II
Interest Total
307
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SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS:
That the City of Little Rock, Arkansas, a municipal
corporation organized under the laws of the State of Arkansas
GRANTOR, by its Mayor and City Clerk, duly authorized by proper
ordinance of its Board of Directors, for the consideration of the
sum of Ten Dollars ($10.00) in hand paid by Ershigs, Inc., GRANTEE,
the receipt of which is hereby acknowledged, does grant, bargain,
sell and convey unto the said GRANTEE, and unto its successors and
assigns forever the following described land, situated in Pulaski
County, Arkansas:
A parcel of land located in the SE1 /4 SE1 /4 of
Section 16, Township 1 North, Range 11 West,
Pulaski County, Arkansas, being in the LITTLE
ROCK PORT INDUSTRIAL PARK ADDITION to the City
of Little Rock, Arkansas and being more
particularly described as follows:
Commencing at the Southeast corner of said
Section 16; thence North 01 degrees 38 minutes
26 seconds East 60.00 feet to the north right -
of -way line of Frazier Pike; thence North 88
degrees 44 minutes 48 seconds West 378.83 feet
along said north right -of -way line of Frazier
Pike; thence 01 degrees 30 minutes 52 seconds
East 327.36 feet to the point of beginning;
thence North 88 degrees 25 minutes 8 seconds
West 900.00 feet to the east right -of -way line
of Fourche Dam Pike; thence North 01 degrees
30 minutes 52 seconds East 350.00 feet along
said east right -of -way line; thence South 88
degrees 25 minutes 08 seconds East 900 feet;
thence South 01 degrees 30 minutes 52 seconds
West 350.00 feet to the Point of Beginning and
containing 7.23 acres, more or less. Also
described as Tract E, Area 104, LITTLE ROCK
PORT INDUSTRIAL PARK ADDITION to the City of
Little Rock.
TO HAVE AND TO HOLD THE SAME UNTO The said GRANTEE and
unto its successors and assigns forever, with all appurtenances to
said real property thereunto belonging.
And GRANTOR hereby covenants with the said GRANTEE that
it will forever warrant and defend the title to said land against
all claims whatever, subject to (a) liens and encumbrances existing
on the date of delivery by GRANTOR of the Lease and Agreement
between GRANTOR and GRANTEE, dated as of November 1, 1977, and
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recorded in the office of the Circuit Clerk and Ex- officio Recorder
of Pulaski County, Arkansas as Instrument No. (the "Lease "),
(b) "Permitted Encumbrances" as defined in the Lease and (c) liens
and encumbrances resulting from any failure of GRANTEE under the
Lease to perform any of its obligations'thereunder.
IN TESTIMONY WHEREOF, the name of GRANTOR is hereunto
affixed by its Mayor and attested and its seal affixed by its City
Clerk, this day of 1990.
THE CITY OF LITTLE ROCK,
ARKANSAS
A Municipal Corporation
ATTEST:
By:
F.G. "Buddy" Villines,
Jane Czech, City Clerk Mayor
(SEAL)
ACKNOWLEDGMENT
STATE OF ARKANSAS )
)SS
COUNTY OF PULASKI )
On this day, before me personally appeared F.G. "Buddy"
Villines and Jane Czech to me personally well known, who
acknowledged that they were the Mayor and City Clerk of the City of
Little Rock, Arkansas, a municipal corporation, and that they, as
such officers, being authorized so to do, had executed the
foregoing instrument for the purposes therein contained, by signing
the name of the corporation by themselves as such officers.
WITNESS my hand and official seal this day of
1990.
Notary Public
My Commission Expires:
(SEAL)
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