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HomeMy WebLinkAbout6657 RESOLUTION NO. 6 , 657 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK AUTHORIZING THE ENTRY INTO AN AGREEMENT TO ISSUE BONDS FOR THE PURPOSE OF SECURING AND DEVELOPING INDUSTRY WITHIN OR NEAR THE CITY. WHEREAS, the City of Little Rock, Arkansas , is authorized under the provisions of Act No. 9 of the First Extraordinary Session of the Sixty-second General Assembly of the State of Arkansas for the year 1960, as amended ( "Act 9") , to acquire, construct, and equip facilities to secure and develop industry and to assist in the financing thereof by the issuance of bonds payable from the revenues derived from such facilities ; and WHEREAS, Westpark Development Company, an Arkansas general partnership, has evidenced its interest in constructing an industrial facility within the City of Little Rock if the permanent financing can pe provided through the issuance of ponds under the authority of said Act ; and WHEREAS, the City of Little Rock desires to assist Westpark Development Company to construct an industrial facility in the City of Little Rock, and to aid in the financing thereof under the provisions of said Act 9 ; and WHEREAS, it is desirable that the City of Little Rock enter into an Agreement to Issue Bonds for such purpose ; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS, that: 1. The Mayor and the City Clerk of the City of Little Rock, Arkansas , be authorized to enter into an Agreement to Issue Bonds in substantially the form and substance as follows : I • AGREEMENT TO ISSUE BONDS THIS AGREEMENT is made as of , 1981, by and among the City of Little Rock, Arkansas, a municipal corporation under the laws of the State of Arkansas (herein called "City") , and Westpark Development Company, an Arkansas general partnership (herein, together with any successor or assignee to its rights and duties hereunder, called "Company") , for the purpose of carrying out the purposes set forth in Act No. 9 of the First Extraordinary Session of the Sixty-second General Assembly of the State of Arkansas for the year 1960, as amended (herein, together with any subsequent laws authorizing the issuance of the revenue bonds of the City for the purposes described herein, called the "Act") . W I T N E S S E T H: WHEREAS, the City is authorized by the Act to own, acquire, construct, equip, operate, maintain, sell, lease or 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 or developing industry within or near the City ; and WHEREAS, the City has determined that such purposes may be served by cooperation with the Company for the acquisition, construction and equipping of an industrial facility within the City for the purpose of warehousing and product distribution, and for other industrial purposes of the Company as may be profitable to it (such industrial facilities are herein called the "Project") ; and WHEREAS, the City and the Company desire to cooperate in the acquisition, construction and equipping of the Project and to have the costs of the Project financed from the proceeds of revenue bonds of the City (herein called the "Bonds") to be issued pursuant to the Act in an aggregate principal amount now estimated not to exceed $1, 500, 000 (excluding any bonds issued to refund the Bonds) ; and WHEREAS, the City and the Company contemplate that the Project will be sold or leased to the Company with an option to purchase, and the purchase or rental payments therefor together with other moneys available shall be sufficient to pay debt service on the Bonds and all related costs ; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration under the mutual benefits, covenants and agreements herein expressea, the City and the Company agree as follows : 1. Proceedings . All proceedings in connection with the issuance of the bonds shall be consistent with the requirements of the Act, including notice to all state agencies, and the publication of notice as required by Act No. 1239 of the Extended Session of the General Assembly for the State of Arkansas for the year 1976. All references contained herein to the issuance of the Bonds, shall be subject to compliance with the formalities of said Act 1239 when the facts required to do so are determined. 2. Construction. The City and the Company will cooperate in causing to be commenced and continued the required acquisition, construction, equipping and improvement of the Project, and the Company may provide, or cause to be provided, the necessary interim financing to permit such work on the -2- Project to commence and continue expeditiously pending the issuance of interim obligations and/or permanent bonds . Not later than the time of issuance of the Bonds for any portion of the Project, the Company will convey and transfer or cause to be conveyed and transferred to the City, for an amount approximately equal to that then extended by the Company for the Project or portions thereof which are financed by the Bonds then issued (including at the Company's option any costs of interim financing) , the Project or portions thereof to be then financed. There shall also be conveyed to the City any easements and rights-of-way necessary to permit acquisition, construction, equipping, operation and maintenance of the Project or such portion. 3. Sale or Lease . The City shall enter into a sale agreement or lease with the Company, under which the Company will purchase or lease with an option to purchase from the City, such Project or portions thereof and will agree to make payments to the City sufficient to pay the principal of, premium, if any, and interest on the Bonds, together with all charges of any Trustee and/or any Paying Agent for the Bonds. 4. Sale of Bonds , Security. The City will take such steps as are necessary to issue, sell and deliver, pursuant to the terms of the Act, the Bonds for the purposes of financing the costs of the Project, in each case only upon receipt of the written designation by the Company of the purchaser (s) or underwriter (s) thereof, such Bonds to be in such principal amount, to mature in such amount and times, to bear interest at such rate or rates and to be payable on such dates and to have such optional and mandatory redemption features and prices as are determined by the City and approved in writing by the Company. The City further agrees that it will enter into the sale agreement or lease, and if required, an indenture of trust with a bank or trust company, qualified to exercise trust powers where necessary, for the purpose of providing payments sufficient, with other amounts available from the Company or directly or indirectly from the proceeds of the Bonds, to pay the principal of, premium if any, and interest on the Bonds as they become due together with the charges of any Trustee and/or any Paying Agent for the Bonds, and pledging and/or otherwise securing the payment of such payments for the benefit of the holder (s) of the Bonds. The sale agreement or the lease, the indenture, other related documents and the Bonds shall contain such terms and conditions as are agreed upon by the City and the Company. The City will cooperate in consummating the transaction so contemplated and in attempting to realize the desire of the parties hereto that the interest on all Bonds be exempt from Federal income taxation. 5. Bonds to be Special Obligations . The City shall have no financial responsibility with respect to the Project, the Bonds or the costs associated with either, and the Bonds shall be special obligations of the City and shall never constitute a general obligation, indebtedness or pledge of the credit of the City within the meaning of any constitutional or statutory provision and shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other revenues or other funds of the City except those (including unexpended Bond proceeds) derived from or in connection with the sale or lease of the Project as provided for herein. 6. Conditions of Issuance. The Bonds may be issued either at one time or in several series and/or issues from time to time, in such aggregate principal amount or amounts as the Company shall request in writing ; provided, however, that all conditions of the Act shall have been met. It is further agreed -3- that the proceeds of the Bonds shall not be invested so as to constitute any of the Bonds as arbitrage bonds within the meaning of Section 103 (c) of the Internal Revenue Code of 1954, as amended, and applicable regulations promulgated pursuant thereto. 7. Costs to be Financed. The costs of the Project may include any costs permissible under the Act, including but not limited to reasonable and necessary costs, expenses and fees incurred by the City in connection with the issuance of the Bonds or in connection with the Project, such as out-of-pocket expenses incurred by any employee of the City; fees and out-of-pocket expenses of bond counsel, and any trustee ; fees and expenses , if any, required in connection with the underwriting or placement of the Bonds ; recording costs ; rating agency 's fees, if any, and printing costs. The City will upon request provide or cause to be provided any data or information which may be reasonably required to verify any of the costs, expenses and fees enumerated above. 8. Termination. In the event that the Bonds shall not be sold within three years from the date hereof, this Agreement shall automatically terminate unless the parties hereto shall agree in writing to its extension for a further period of time specified in such writing. The Company may unilaterally terminate this Agreement without liability to the City (except for any amounts due and owing by the Company to the City arising out of the transactions occurring on or before the time of such termination, which shall be promptly paid by the Company to the City) by giving notice by ordinary mail, postage prepaid, to the City specifying therein the date of termination which may be the date of the notice. 9. Protection to the City. The Company shall pay all of the City's costs and expenses reasonably and necessarily incurred in connection with this Agreement or any other related document or instrument. The Company will at all times indemnify and hold harmless the City against any and all losses, costs, damages, expenses and liabilities of whatsoever nature directly or indirectly resulting from, arising out of, or related to matters in connection with this Agreement. 10. Payment in Lieu of Taxes . The City and the Company recognize that under decisions of the Supreme Court of Arkansas the Project will be exempt from ad valorem taxation. The Company agrees, however, to enter into an agreement with the City for payments in lieu of taxes, in such amounts and on such terms as shall be acceptable to the City and the Company, and in accordance with applicable laws. 11. Purpose and Effect. The Bonds are to be issued, sold and delivered under the authority of the Act and all related actions and documents shall be in conformity therewith. The City intends this Agreement to be its official binding commitment, pursuant to the terms hereof, to issue the Bonds up to $1, 500, 000 aggregate principal amount outstanding at any one time, and also to issue additional Bonds if the Project costs exceed such amount, and to expend the Bond proceeds to defray the costs of the Project. The City considers this Agreement to be an official action for all purposes of the Federal Income Tax Regulations. -4- IN WITNESS WHEREOF, the City of Little Rock, Arkansas , acting pursuant to resolution of its Board of Directors, has caused its name to be hereunto subscribed and the Company has caused its corporate name to be subscribed hereto by its duly authorized officers, all as of the year and date first above written. CITY OF LITTLE ROCK, ARKANSAS By: 4/ ATTEST: acting Mayor \, l2ltd/ pity C er� (S E A L) WESTPARK DEVELOPMENT COMPANY By: General Partner WITNESS: -5- 2. This Resolution shall be in full force and effect from and after its adoption. ADOPTED this 1st day of September , 1981 . Acting Mayor ATTEST: ity Cler -6-