HomeMy WebLinkAbout20066ORDINANCE NO. 20,066
2
3 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL
4 DEVELOPMENT REVENUE BONDS UNDER THE MUNICIPALITIES
5 AND COUNTIES INDUSTRIAL DEVELOPMENT REVENUE BOND
6 LAW FOR THE PURPOSE OF SECURING AND DEVELOPING
7 INDUSTRY (THE PARTICULAR INDUSTRIAL PROJECT IS
8 DESCRIBED IN THE ORDINANCE); AUTHORIZING THE SALE OF
9 THE BONDS AND THE APPROVAL OF A BOND PURCHASE
10 AGREEMENT AND A PAYMENT IN LIEU OF TAXES AGREEMENT IN
11 CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND
12 DELIVERY OF A MORTGAGE AND SECURITY AGREEMENT
13 SECURING THE BONDS; AUTHORIZING AND PRESCRIBING
14 CERTAIN MATTERS PERTAINING TO THE INDUSTRIAL PROJECT,
15 THE ACQUISITION, CONSTRUCTION, AND EQUIPPING THEREOF,
16 AND THE FINANCING THEREOF; AUTHORIZING THE EXECUTION
17 AND DELIVERY OF A LEASE AGREEMENT RELATING TO THE
18 PROJECT; PRESCRIBING OTHER MATTERS RELATING THERETO;
19 AND DECLARING AN EMERGENCY.
20
21 WHEREAS, the City of Little Rock, Arkansas is authorized by the Municipalities and
22 Counties Industrial Development Revenue Bond Law, Ark. Code Ann. §§ 14- 164 -201 to —224
23 (the "Act "), to acquire lands, construct and equip industrial buildings, improvements, and
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1190640.1
I facilities, and incur other costs and expenses and make other expenditures incidental to and for
2 the implementing and accomplishing of the conduct of industrial operations; and
3 WHEREAS, the City is authorized by the Act to issue industrial development revenue
4 bonds payable from revenues derived from the industrial project so acquired, constructed, and
5 equipped; and
6 WHEREAS, the necessary arrangements have been made with LM Glasfiber (Arkansas),
7 Inc. (the "Company ") for a substantial industrial project consisting of the acquisition of
8 approximately 40 acres of land, construction of buildings, and acquisition of equipment, all
9 located at 7301 Lindsey Road and 7400 Scott Hamilton Drive, in Little Rock, Arkansas (the
10 "Project "), to be utilized by the Company as manufacturing facilities for windmill blades, related
1 l facilities, and corporate offices; and
12 WHEREAS, to provide permanent financing of the Project costs, necessary costs and
13 expenditures incidental thereto, and the cost of the issuance of bonds, the City will issue a series
14 of its taxable industrial development revenue bonds under the provisions of the Act designated
15 "City of Searcy, Arkansas Taxable Industrial Development Revenue Bonds (BJ Services
16 Company Project), Series 2008," in the principal amount of not to exceed $150,000,000 (the
17 "Bonds "); and
18 WHEREAS, the Bonds will be issued pursuant to the provisions of a Mortgage and
19 Security Agreement, dated as of January 1, 2009 (the "Mortgage "), to be entered into between
20 the City and LM Glasfiber A/S (the "Bondholder "); and
21 WHEREAS, the necessary arrangements have been made to lease the Project to the
22 Company pursuant to the terms of a Lease Agreement, dated as of January 1, 2009 (the "Lease
23 Agreement "), for a term of 20 years; and
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I WHEREAS, to induce the City to proceed with the issuance of the Bonds for the purpose
2 indicated, which will inure to the benefit of the Company, the City and the Company will enter
3 into a Payment in Lieu of Taxes Agreement ( "PILOT Agreement ") in substantially the form
4 presented at this meeting; and
5 WHEREAS, an open public hearing on the question of the issuance of the Bonds was
6 held before the Board of Directors of the City on August , 2008, following publication of
7 notice of the hearing and that having heard all persons desiring to be heard in the matter, the City
8 has taken under advisement the comments and statements of such persons, and declared the
9 public hearing duly closed; and
10 WHEREAS, the City proposes to sell the Bonds to LM Glasfiber A/S (the "Purchaser ")
11 pursuant to a Bond Purchase Agreement by and between the City and the Purchaser;
12 WHEREAS, the completion of the Project will furnish additional employment and other
13 benefits to and be in the best interest of the City and its residents;
14 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF
15 THE CITY OF LITTLE ROCK, ARKANSAS that:
16 Section 1. There be, and there is hereby authorized and directed the following:
17 (a) The issuance of the Bonds in the principal amount of not to exceed $150,000,000 and
18 the sale of the Bonds to the Purchaser for a price of not to exceed $150,000,000 upon the terms
19 and conditions set forth in the Bond Purchase Agreement.
20 (b) The execution and delivery of the PILOT Agreement by the Mayor on behalf of the
21 City, in substantially the form submitted to this meeting, with such changes as shall be approved
22 by such persons executing the document, its execution to constitute conclusive evidence of such
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I approval. An executed copy of the PILOT Agreement shall be filed in the office of the City
2 Clerk.
3 (c) The acquisition, construction, and equipping of the Project, and, in connection
4 therewith, the execution of any necessary architectural, engineering, or construction contracts or
5 the acceptance of an assignment of any such contracts previously executed by the Company for
6 the construction and equipping of the Project.
7 (d) The performance of all obligations of the City under the Agreement pertaining to the
8 acquisition, construction, and equipping of the Project.
9 Section 2. The Bonds shall be dated the date of initial authentication and delivery, shall
10 bear interest from such date, shall mature (subject to prior redemption) on December 31, 2028,
11 and shall bear interest at the rates as described in the Mortgage.
12 To provide the terms and conditions upon which the Bonds are to be secured, executed,
13 authenticated, issued, accepted, and held, the Mayor is hereby authorized and directed to execute
14 and acknowledge the Mortgage, and the City Clerk is hereby authorized and directed to execute
15 and acknowledge the Mortgage and to affix the seal of the City thereto, and the Mayor and City
16 Clerk are hereby authorized and directed to cause the Mortgage to be accepted, executed, and
17 acknowledged by the Purchaser. The Mortgage is hereby approved in substantially the form
18 submitted to this meeting, and the Mayor is hereby authorized to confer with the Purchaser and
19 the Company in order to complete the Mortgage in substantially the form submitted to this
20 meeting with such changes as shall be approved by such persons executing the documents, their
21 execution to constitute conclusive evidence of such approval.
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I (Notice is given that, pursuant to the Act, a copy of the Mortgage, in substantially
2 the form authorized to be executed, is on file with the City Clerk of the City of
3 Searcy and are available for inspection by any interested person.)
4 Section 3. There be, and there is hereby, authorized and directed the execution and
5 delivery of the Lease Agreement, and the Mayor and City Clerk are hereby authorized to
6 execute, acknowledge, and deliver the Lease Agreement for and on behalf of the City. The
7 Lease Agreement is hereby approved in substantially the form submitted to this meeting, and the
8 Mayor is hereby authorized to confer with the Company and the Purchaser in order to complete
9 the Lease Agreement in substantially the form submitted to this meeting, with such changes as
10 shall be approved by such persons executing the document, their execution to constitute
11 conclusive evidence of such approval.
12 (Notice is given that, pursuant to the Act, a copy of the Lease Agreement, in
13 substantially the form authorized to be executed, is on file with the City Clerk of
14 the City of Searcy and is available for inspection by any interested person.)
15 Section 4. The Mayor and City Clerk, for and on behalf of the City, be, and they are
16 hereby authorized and directed to do any and all things necessary to effect the execution of the
17 Lease Agreement, the performance of the City's obligations under the Lease Agreement, the
18 execution and delivery of the Mortgage, its execution and acceptance by the Purchaser, the
19 performance of all obligations of the City under and pursuant to the Mortgage, the execution and
20 delivery of the Bonds, the execution and delivery of the PILOT Agreement, and the performance
21 of all other acts of whatever nature necessary to effect and carry out the authority conferred by
22 this Ordinance. The Mayor and the City Clerk are further authorized and directed, for and on
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I behalf of the City, to execute all papers, documents, certificates, and other instruments that may
2 be required for the carrying out of such authority or to evidence the exercise thereof.
3 Section 5. Since the City is here involved with the acquisition, constructing, and
4 equipping of a complex industrial project, requiring highly specialized work and specialized
5 types of machinery and equipment, it has been and is hereby determined by the Board of
6 Directors that competitive bidding be, and the same is hereby, waived as to this particular
7 industrial project. This action is taken by the Board of Directors pursuant to applicable laws of
8 the State of Arkansas, including particularly the Act.
9 Section 6. All actions heretofore taken by the City, the Company, and the Purchaser in
1 o connection with the offer and sale of the Bonds are hereby in all respects ratified and approved.
11 Section 7. Severability. In the event any title, section, paragraph, item, sentence, clause,
12 phrase, or word of this ordinance is declared or adjudged to be invalid or unconstitutional, such
13 declaration or adjudication shall not affect the remaining portions of this ordinance, which shall
14 remain in full force and effect as if the portion so declared or adjudged invalid or
15 unconstitutional was not originally a part of this ordinance.
16 Section 8. Repealer. All ordinances or resolutions of the City in conflict herewith are
17 hereby repealed to the extent of such conflict.
18 Section 9. There is hereby found and declared to be an immediate need for the securing
19 and developing of substantial industrial operations in order to provide additional employment,
20 alleviate unemployment, and otherwise benefit the public health, safety, and welfare of the City
21 and the inhabitants thereof, and the issuance of the Bonds authorized hereby and the taking of the
22 other action authorized herein are immediately necessary in connection with the securing and
23 developing of substantial industrial operations and deriving the public benefits referred to above.
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I It is therefore, declared that an emergency exists and this Ordinance, being necessary for the
2 immediate preservation of the public health, safety, and welfare, shall be in force and take effect
3 immediately upon and after its passage.
4 PASSED: December 22, 2008
5 ATTEST: APPROVED:
6
7 l
8 Nancy Wood, City Clerk
0
10 APPROVED AS TO LEGAL FORM:
11 ._
12 Thomas M. Carpenter, City Attorney
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/A "e A"ge'—
Mark Stodola, Mayor