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HomeMy WebLinkAbout13362ORDINANCE NO. 13,362 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER 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 FOR THE PURPOSE OF REFUNDING, DEFEASING AND DISCHARGING THE OUTSTANDING CITY OF LITTLE ROCK, ARKANSAS INDUSTRIAL DEVELOPMENT REVENUE BONDS, MERICO PROJECT - SERIES A, DATED DECEMBER 1, 1970; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING A NEW LEASE AGREEMENT; AUTHORIZING THE _EXECUTION OF A BOND PURCHASE AGREEMENT; AUTHORIZING AN OFFICIAL STATEMENT; AUTHORIZING CERTAIN ACTS TO ACCOMPLISH THE DEFEASING AND DISCHARGING OF THE BONDS BEING REFUNDED, INCLUDING AN ESCROW AGREEMENT; AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City ") is a duly organized and existing municipality, a city of the first class, under the laws of the State of Arkansas with full and law- ful power and authority to own, acquire, construct, reconstruct, extend, equip, improve, operate, maintain, sell, lease, contract concerning, or otherwise deal in or dispose of any land,-buildings or facilities of any and every nature whatever that can be used in securing and developing industry within or near the City, all pursuant to the provisions of 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 (the "Act "); and WHEREAS, to secure and develop industry, provide employment and add to the welfare and prosperity of the City and its inhabitants, pursuant to the Act, the City has furnished permanent financing of the cost of acquiring, constructing and equipping industrial facilities which are owned by the City and leased to Merico, Inc., a Texas corporation (the "Company "), by the issuance of the City of Little Rock, Arkansas Industrial Development Revenue Bonds - Merico Project, Series A, dated December 1, 1970 (the "1970 Bonds "), and the 1970 Bonds are secured by a Trust Indenture between the City and the Trustee (the "1970 Indenture "), and the City and the Company have entered into a Lease (the "1970 Lease "); and 1 WHEREAS, in the public interest and for a public purpose, to further and better secure and develop industry, provide employment and add to the welfare and prosperity of the City and its inhabitants, pursuant to the Act, the City desires to defease and discharge the 1970 Bonds and the 1970 Indenture and terminate the 1970 Lease by providing for the payment on December 1, 1980 of those 1970 Bonds then outstanding by issuing its Industrial Development Revenue Refunding Bonds, Series 1977 (Merico Project), in the aggregate principal amount of $1,915,000, and entering into a new Lease Agrement with the Company, thereby enabling the Company to re- structure its indebtedness; NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. That the issuance of the Bonds is hereby authorized. To prescribe the terms and conditions upon which the Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture (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, which constitutes and is hereby made a part of this Ordinance, shall be in substantially the following form, to wit: 0 Section 2. That there be, and there is hereby authorized the execution and delivery of a Lease and Agreement (the "Lease Agreement ") between the City and the Lessee, in substantially the form and with substantially the contents hereinafter set forth, and the Mayor and City Clerk be, and they are hereby, authorized to execute, acknowledge and deliver the Lease Agreement for and on behalf of the City. The Lease Agreement, which constitutes and is hereby made a part of this Ordinance shall be in substantially the following form, to wit: Section 3. That there be, and there is hereby authorized and directed the sale of the Bonds to The Robinson - Humphrey Company, Inc. (the "Purchaser ") for the purchase price and pursuant to the terms recommended by Company (which must be within the limits set forth in "the Act, including interest and maturity limitations) and, in connection therewith, the execution by the Mayor and City Clerk of a Bond Purchase Agreement with such Purchasers. The Bond Purchase Agreement, which constitutes and is hereby made a part of this Ordinance shall be in substantially the following form, to wit: .r Section 4. That there be and there is hereby authorized the execution and delivery of an Official Statement (the "Official Statement ") in the usual form and with the usual contents and the Mayor be, and he is hereby, authorized to execute and deliver the Official Statement for and on behalf of the City. It is understood that the Official Statement (and preliminary Official Statement) will be distributed to various prospective purchasers and actual purchasers of the Bonds. A copy of the Official Statement shall be filed in the office of the City Clerk. Section 5. That there be and there is hereby authorized and directed the refunding, defeasance and discharge of the 1970 Bonds and the 1970 Indenture pursuant to the provisions of the Indenture and the doing of all things and the execution and de- livery of all instruments, including an Escrow Agreement and appropriate discharge and release instruments with respect to the 1970 Lease and 1970 Indenture in the usual form and with the necessary contents to insure such refunding, discharge and defeasance (copies of which shall be filed in the office of the City Clerk). Section 6. That the Mayor and the 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 de- livery of the Indenture, the execution and delivery of the Lease Agree- ment, the execution and delivery of the Bond Purchase Agreement, the execution and delivery of the Official Statement, the execution and delivery of the Escrow Agreement, 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 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 the Mayor and City Clerk for and on behalf of the City, be and they are hereby authorized and directed to take all action, and execute and file all documents, necessary to the end of insuring that interest on the Bonds is exempt from federal income taxes. Section 8. That the provisions of this Ordinance are 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 9. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 10. That there is hereby found and declared to be an immediate need to accomplish the refunding in accordance with the provisions hereof so that the Company's indebtedness can be re- structured in accordance therewith, which will further and better secure and develop industry in order to provide and assure the con- tinuance of employment and payrolls, alleviate unemployment and otherwise benefit the public health, safety and welfare of the City and the inhabitants thereof and its public benefits cannot be realized without the issuance of the Bonds and the taking of the other action authorized hereby. 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 its passage. PASSED: November 1 19 77 . ATTEST: APPROVED: i ty Mayor k (SEAL) NOTE: Trust Indenture, Lease and Agreement, and Bond Purchase Agreement are filed in Bond File.