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HomeMy WebLinkAbout15930i M M M = = M M i NO. 15,930 AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO BE ISSUED UNDER ARKANSAS CODE ANNOTATED SECTIONS 14- 164 -201 to -224 (1987) FOR THE PURPOSE OF SECURING AND DEVELOPING INDUSTRY (THE PARTICULAR INDUSTRIAL PROJECT IS DESCRIBED IN THE ORDINANCE); AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING AND PRESCRIBING CERTAIN MATTERS PERTAINING TO THE INDUSTRIAL PROJECT, THE ACQUISITION, CONSTRUCTION, AND EQUIPPING THEREOF, AND THE FINANCING THEREOF; AUTHORIZING A LEASE AGREEMENT BETWEEN THE CITY AND THE LITTLE ROCK MUNICIPAL AIRPORT COMMISSION, AS LESSOR, AND ARKANSAS MODIFICATION CENTER, INC., AS LESSEE; AUTHORIZING THE EXECUTION AND DELIVERY OF THE LEASE AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT FOR PAYMENT IN LIEU OF TAXES; AUTHORIZING THE EXECUTION AND DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT; PRESCRIBING MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City "), is authorized by Arkansas Code Annotated Sections 14- 164 -201 to -224 (1987) (the "Act ") to acquire lands, construct and equip industrial buildings, improvements, and facilities, and incur costs and expenses and make expenditures incidental to and for X 6 3 -1- o-�S 17-7 • • the implementing and accomplishing of the conduct of industrial operations; and WHEREAS, the City is authorized by the Act to issue industrial development revenue bonds payable from revenues derived from the industrial project so acquired and constructed and secured by a lien thereon and security interest therein; and WHEREAS, the City, pursuant to Resolution No. 8,259, adopted February 6, 1990, has entered into an agreement with Arkansas Modification Center, Inc., an Arkansas corporation ( "the Company "), to issue such bonds under the Act to the extent of $18,000,000 for the purposes hereinafter described for the benefit of the Company, such bonds to be issued in one or more series as the Company may request; and WHEREAS, the necessary arrangements have been made with the Company for the acquisition of a leasehold estate in real property located at the Little Rock Regional Airport and the acquisition, construction, and equipping of a substantial industrial project thereon consisting of hangars, shops, and corporate offices and related furnishings, fixtures, and equipment to be used in the business of repairing and maintaining airplanes (the "Airport Project ") and in the business of designing, manufacturing, and installing interiors of and avionics for airplanes (the "Manufacturing Project ") (the Airport Project and the Manufacturing Project are collectively referred to as the "Projects "); and -2- � 65 WHEREAS, the necessary arrangements have been made to lease the Projects to the Company pursuant to the terms of a Lease Agreement (the "Lease Agreement "); and WHEREAS, it is anticipated that permanent financing of the costs of the Projects, necessary costs and expenditures incidental thereto, and the cost of the issuance of bonds will be furnished by the City issuing industrial development revenue bonds under the provisions of the Act in the principal amount of $13,950,000 (the "Bonds "), to be issued in two series, 1990 Series A with respect to the Airport Project in the principal amount of $2,505,000, and 1990 Taxable Series B with respect to the Manufacturing Project in the principal amount of $11,445,000; and WHEREAS, the City proposes to enter into a Bond Purchase Agreement with Stephens Inc. (the "Underwriter ") for the sale of the Bonds; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: Section 1. That the Board of Directors makes the following findings and determinations: (a) Based on information compiled and released by the Arkansas Employment Security Division, unemployment in Pulaski County during June, 1990, averaged 6.3 %. It has been determined that following completion of the Project employment at the Company's operations in the City will be increased by approximately 300 to 400 persons. Accordingly, the completion -3- M M j �s 6 ) of the Project will provide additional employment and other benefits. (b) The Company is an industry which designs, manufactures, and installs interiors of and avionics for airplanes, and will commence the business of servicing and maintaining airplanes. (c) The Company's presence in the City is and will continue to be an important factor in the economic well -being and employment base for the City and its inhabitants. Section 2. That there be, and there is hereby authorized and directed the following: (a) The sale of the 1990 Series A Bonds and the 1990 Taxable Series B Bonds to the Underwriter; and to provide the terms and conditions upon which the Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute at the request of the Company a Bond Purchase Agreement on behalf of the City, to be dated as of its date of execution (the "Bond Purchase Agreement "), by and between the City and the Underwriter; and 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 and the Underwriter 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; the Bond Purchase Agreement to be contingent upon -4- 6`67 approval of the issuance of the Bonds by the City by subsequent ordinance following a public hearing; (Advice is given that, pursuant to the Act, a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk of the City of Little Rock and is available for inspection by any interested person.) (b) The acquisition, construction, and equipping of the Projects, and, in connection therewith, the execution of any necessary architectural, engineering, or construction contracts or the acceptance of an assignment of any such contracts previously executed by the Company for the construction and equipping of the Projects; and (c) The performance of all obligations of the City under the Lease Agreement pertaining to the acquisition, construction, and equipping of the Projects and the performance of all obligations of the City under the Bond Purchase Agreement. Section 3. That the Bonds shall bear interest at the rates of interest and shall mature or be subject to mandatory sinking fund redemption on September 1 in the years 1991 to 2005, inclusive, as specified in the Bond Purchase Agreement, and shall be in the original aggregate principal amount of $2,505,000 for the 1990 Series A Bonds and in the original aggregate principal amount of $11,445,000 for the 1990 Taxable Series B Bonds. To provide the terms and conditions upon which the Bonds are to be secured, executed, authenticated, issued, -5- accepted, and held, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture, dated as of September 1, 1990 (the "Indenture "), by and between the City and Twin City Bank, in the City of North Little Rock, Arkansas, as trustee (the "Trustee "), 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, the Company, and the Underwriter 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. (Advice is given that, pursuant to the Act, a copy of the Indenture in substantially the form authorized to be executed is on file with the City Clerk of the City of Little Rock and is available for inspection by any interested person.) Section 4. That there be, and there is hereby, authorized and directed the execution and delivery of a Lease Agreement, dated as of September 1, 1990, by and between the City and the Little Rock Municipal Airport Commission as Lessor and the Company as Lessee (the "Lease Agreement "), and the Mayor and City Clerk are hereby authorized to execute, acknowledge, 10 • • 389 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, the Trustee, and the Underwriter 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. (Advice is given that, pursuant to the Act, a copy of the Lease Agreement in substantially the form authorized to be executed is on file with the City Clerk of the City of Little Rock, and is available for inspection by any interested person.) Section 5. That there be, and there is hereby, authorized and directed the execution and delivery of a Payment in Lieu of Taxes Agreement, dated as of September 1, 1990, by and between the City and the .Company (the "PILOT Agreement "), and the Mayor and City Clerk are hereby authorized to execute, acknowledge, 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, the Trustee, and the Underwriter 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. -7- • • 670 (Advice is given that, pursuant to the Act, a copy of the PILOT Agreement in substantially the form authorized to be executed is on file with the City Clerk of the City of Little Rock, and is available for inspection by any interested person.) Section 6. That there be, and there is hereby, authorized and approved a Preliminary Official Statement, including the cover page and appendices attached thereto, of the City, dated September 4, 1990, relating to the Bonds. The Preliminary Official Statement is hereby deemed final within the meaning of Securities and Exchange Rule 15c2 -12. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City, the Company, and the Underwriter, is herein referred to as the "Official Statement," and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company, the Trustee, and the Underwriter in order to complete the Official Statement 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. (Advice is given that, pursuant to the Act, a copy of the Preliminary Official Statement is on file with the City Clerk of WE 371 the City of Little Rock, and is available for inspection by any interested person.) Section 7. 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 of the Lease Agreement, the performance of the City's obligations under the Lease Agreement, the execution and delivery of the Indenture, its execution and acceptance by the Trustee, the performance of all obligations of the City under and pursuant to the Indenture, the execution and delivery of the PILOT Agreement, the execution and delivery of the Bond Purchase Agreement, and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance. The Mayor and the City Clerk are 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 8. That since the City is here involved with the acquisition, constructing, and equipping of a complex industrial project, requiring highly specialized work and specialized types of machinery and equipment, it has been and is hereby determined by the Board of Directors that competitive bidding be, and the same is hereby, waived as to this particular industrial project. This action is taken by the Board of Directors pursuant to applicable laws of the State of Arkansas, including particularly the Act. • 372 Section 9. That Rose Law Firm, a Professional Association, of Little Rock, Arkansas, is hereby appointed as Bond Counsel with respect to the issuance of the Bonds, and Stephens Inc., of Little Rock, Arkansas, is hereby appointed Underwriter with respect to the Bonds, the fees and expenses of which firms shall be costs of the Projects. Section 10. That the provisions of this Ordinance are hereby declared to be severable, 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, or provisions. Section 11. That all ordinances, resolutions, and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 12. That there is hereby found and declared to be an immediate need for the securing and developing of substantial industrial operations in order to provide additional employment, alleviate unemployment, and otherwise benefit the public health, safety, and welfare of the City and the inhabitants thereof, and the sale of the Bonds authorized hereby and the taking of the other action authorized herein are immediately necessary in connection with the securing and developing of substantial industrial operations and deriving the public benefits referred to above. It is, therefore, declared that an emergency exists and this Ordinance, being necessary for the immediate preservation of the public health, safety, and welfare, shall be in force and take effect immediately upon and after its passage. -10- 373 PASSED: September 4, 1990. ATTEST: [ / Asst, Citv Clerk Robbie Hancock (S E A L) as to/,form: Mark Stodola, City Attorney Mayo F1 d G. Villines, III -11-