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HomeMy WebLinkAbout14110ORDINANCE NO. 14,110 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER ACT NO. 9 OF 1960, AS AMENDED, FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING FOR THE COST 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 OTHER MATTERS PERTAINING TO THE INDUSTRIAL PROJECT, THE CONSTRUCTING THEREOF AND THE FINANCING THEREOF; AUTHORIZING A LOAN AGREEMENT BETWEEN THE CITY OF LITTLE ROCK, AS LENDER AND SYSTEMATICS, INC., AS BORROWER, IN SUBSTANTIALLY THE FORM AND WITH SUBSTANTIALLY THE CONTENTS SET FORTH IN AND MADE A PART OF THIS ORDINANCE; AUTHORIZING THE EXECUTION AND DELIVERY OF THE LOAN AGREEMENT; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City ") is authorized by 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 ( "Act No. 9 "), to acquire, construct and equip facilities to secure and develop industry, including facilities designed for the purpose of providing corporate and management offices for industry, and to incur other costs and expenses and make other expenditures incidental to and for the implementing and accomplishing such purposes; and WHEREAS, the City is authorized by Act No. 9 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 necessary arrangements have been made with Systematics, Inc. ( "Systematics ") for a substantial industrial project consisting of the acquisition, construction and equipping of facilities which will be utilized for its data processing software operations and corporate and management offices, and such other operations as Systematics shall elect (the "Project ") ; and WHEREAS, permanent financing of the Project costs, necessary costs and expenditures incidental thereto and the cost of the issuance of bonds is being furnished by the City issuing Industrial Development Revenue Bonds under the provisions of Act No. 9 in the principal amount of not to exceed One Million Dollars ($1,000,000) (the "Bonds "); and WHEREAS, the City proposes to lend the proceeds of the Bonds to Systematics pursuant to a Loan Agreement and Mortgage dated as of October 1, 1981 (the "Loan Agreement "); and WHEREAS, the loan of the proceeds of the Bonds will be further evidenced by a Note in the amount of $1,000,000 from Systematics to the City, dated the date of its delivery (the "Note "), the form of which is set forth in the Loan Agreement; and WHEREAS, the Bonds will be further secured by a mortgage on the Project; and WHEREAS, the completion of the Project will furnish additional employment and other benefits, and be in the best interests of the City and its residents; and WHEREAS, the Bonds are to be sold and delivered in the principal amount of $1,000,000, and are dated, bear interest, mature and are subject to redemption as hereinafter set forth in the form of Indenture authorized by this Ordinance; and WHEREAS, the City proposes to enter into a Bond Purchase Contract with First National Bank in Little Rock, of Little Rock, Arkansas, for the sale to it of the Bonds; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: Section 1. The acquisition, construction and equipping of the Project by Systematics, and the lending of the proceeds of the Bonds to Systematics, as hereinafter provided, is hereby authorized and determined to be in the public interest and for a public purpose, namely, to relieve conditions of unemployment and to encourage the increase and retention of industry within the City, thereby reducing the evils attendant upon unemployment and to provide for the increased welfare and prosperity of the residents of the City. Section 2. For the purpose of paying the costs incurred by Systematics in connection with the acquisition, construction and equipping of the Project, including necessary expenses incidential thereto, there are hereby authorized to be issued the revenue bonds of the City in the aggregate principal amount of $1,000,000, which Bonds shall be designated "Industrial Development Revenue Bonds (Systematics, Inc. Project), Series 1981 ". IWAI Section 3. That there be, and there is hereby authorized and directed the sale of the Bonds for the price of par plus accrued interest to date of delivery, according to the terms of said Bond Purchase Contract which Contract is hereby approved and authorized to be executed by the Mayor and City Clerk on behalf of the City at the request of Systematics. Section 4. The Bonds shall bear interest at the rate of 12.50% per annum, shall mature serially, or by sinking fund redemption, or both, on October 1 in each of the years 1982 through 1996, inclusive, and shall be in the original principal amount of $1,000,000. To provide the terms and conditions upon which the Bonds are to be secured, executed, authenticated, issued, accepted and held, 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 which will act as trustee thereunder, dated as of October 1, 1981 (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, Systematics and the Purchaser 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 Act No. 9, 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 5. That there be, and there is hereby authorized the execution and delivery of a Loan Agreement and Mortgage, dated as of October 1, 1981, by and between the City as Lender and Systematics as Borrower (the "Loan Agreement "), and the Mayor and City Clerk be, and they are hereby authorized to execute, acknowledge and deliver the Loan Agreement for and on behalf of the City. The Loan Agreement is hereby approved substantially in the form submitted to this meeting, and the Mayor is hereby authorized to confer with Systematics, the Trustee and the Purchaser in order to complete the Loan 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. -3- (Advice is given that, pursuant to Act No. 9, a copy of the Loan 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. 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 Loan Agreement, the performance of the City's obligations under the Loan 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 Bond Purchase Agreement, the execution and delivery of the Bonds, the execution and delivery of an official statement in form and substance satisfactory to said officers and the purchaser of the Bonds, and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance. That the Mayor and the 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 7. That since the City is here involved with the 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 Act No. 9. Section 8. Rose Law Firm, a Professional Association, of Little Rock, Arkansas, is hereby appointed as Bond Counsel with respect to the issuance of said bonds, the fees and expenses of which firm shall be costs of the Project. Section 9. 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. -4- Section 10. That all ordinances, thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 11. 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 issuance 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. pTSIF)° September 1 , 1981. ATTEST: • / // .� Gam. ,� (S E A L) -5- ACTING MAYOR