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HomeMy WebLinkAbout20786 2013065304 Received: 9/5/2013 8:08:58 AM Recorded: 09/05/2013 08:16:29 AM Filed& Recorded in Official Records of Larry Crane, PULASKI COUNTY CIRCUIT/COUNTY CLERK Fees$35.00 ORDINANCE NO. 20,786 2 3 AN ORDINANCE TO AUTHORIZE 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; TO AUTHORIZE THE SALE OF THE BONDS AND THE 8 APPROVAL OF A BOND PURCHASE AGREEMENT AND A PAYMENT 9 IN LIEU OF TAXES AGREEMENT IN CONNECTION THEREWITH; TO 10 AUTHORIZE THE EXECUTION AND DELIVERY OF A TRUST 11 INDENTURE SECURING THE BONDS; TO AUTHORIZE AND 12 PRESCRIBE CERTAIN MATTERS PERTAINING TO THE PROJECT, 13 THE ACQUISITION, CONSTRUCTION, AND EQUIPPING THEREOF, 14 AND THE FINANCING THEREOF; TO AUTHORIZE THE EXECUTION 15 AND DELIVERY OF A LEASE AGREEMENT RELATING TO THE 16 PROJECT; TO DECLARE AN EMERGENCY; AND FOR OTHER 17 PURPOSES. 18 19 WHEREAS, the City of Little Rock, Arkansas (the "City") is authorized under the provisions of 20 Amendment 65 to the Arkansas Constitution and the Municipalities and Counties Industrial Development 21 Revenue Bond Law, Ark. Code Ann. §§ 14-164-201 to 224 (collectively, the "Act"), to own, acquire, 22 construct, equip, and lease facilities to secure and develop industry and to assist in the financing thereof 23 by the issuance of bonds payable from the revenues derived from such facilities; and, 24 WHEREAS, Dassault Falcon Jet Corp. (the "Company"), has evidenced its interest in acquiring, 25 constructing, and equipping an industrial facility within the City if permanent financing can be provided 26 through the issuance of bonds under the authority of the Act; and, 27 WHEREAS,the City has agreed to cooperate with the Company in the acquisition, construction,and 28 equipping of an industrial facility within the City, consisting of the acquisition of leasehold rights, 29 construction of buildings and improvements, and acquisition and installation of equipment for the 30 fabrication of component parts of aircrafts and the completion and refurbishment of aircrafts to be located 31 at 3801 East 10th Street in Little Rock(the"Project"); and, IAC&,'''•.,; ..4 9, .4* OG [Page 1 of 51 ';i'`'4, ��' c 4 1 WHEREAS, to provide permanent financing of the Project costs, necessary costs and expenditures 2 incidental thereto, and the cost of the issuance of bonds, the City will issue a series of its taxable 3 industrial development revenue bonds under the provisions of the Act designated "City of Little Rock, 4 Arkansas Taxable Industrial Development Revenue Bonds (Dassault Falcon Jet Corp. Project), Series 5 2013,"in the principal amount of not to exceed $60,000,000.00(the"Bonds"); and, 6 WHEREAS, the Bonds will be issued pursuant to the provisions of a Trust Indenture, (the "Trust 7 Indenture")to be entered into between the City and a trustee to be selected upon the mutual agreement of 8 the City and the Company(the"Trustee"); and, 9 WHEREAS, the City and the Company intend to enter into a Sublease and Lease Agreement (the 10 "Lease Agreement") relating to the real and personal property constituting the Project, which 11 contemplates that the Project will be leased to the Company, with an option to purchase for a nominal 12 price, and the rental payments therefor together with other moneys available shall be sufficient to pay 13 debt service on the Bonds and all related costs; and, 14 WHEREAS, to induce the City to proceed with the issuance of the Bonds for the purpose indicated, 15 which will inure to the benefit of the Company, the City and the Company will enter into a Payment in 16 Lieu of Taxes Agreement("PILOT Agreement") in substantially the form presented at this meeting; and, 17 WHEREAS, an open public hearing on the question of the issuance of the Bonds was held before the 18 Board of Directors of the City on August 20, 2013, following publication of notice of the hearing and that 19 having heard all persons desiring to be heard in the matter, the City has taken under advisement the 20 comments and statements of such persons,and declared the public hearing duly closed;and, 21 WHEREAS, the City proposes to sell the Bonds to Aircraft Advancement, LLC (the "Purchaser"), 22 pursuant to a Bond Purchase Agreement by and between the City and the Purchaser; and, 23 WHEREAS, the completion of the Project will furnish additional employment and other benefits to 24 and be in the best interest of the City and its residents; 25 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY 26 OF LITTLE ROCK,ARKANSAS: 27 Section 1. There be, and there is hereby authorized and directed the following: 28 (a) The Bonds shall be issued in one or more series in an aggregate principal amount of not 29 to exceed $60,000,000.00, and the Bonds shall be sold to the Purchaser for a price of not to exceed 30 $60,000,000.00 upon the terms and conditions set forth in the Bond Purchase Agreement. 31 (b) The execution and delivery of the PILOT Agreement by the Mayor on behalf of the City, 32 in substantially the form submitted to this meeting, with such changes as shall be approved by such 33 persons executing the document, its execution to constitute conclusive evidence of such approval, is [Page 2 of 5] 1 hereby authorized and directed. An executed copy of the PILOT Agreement shall be filed in the City 2 Clerk's Office. 3 (c) The acquisition, construction, and equipping of the Project, and, in connection therewith, 4 the execution of any necessary architectural, engineering, or construction contracts or the acceptance of 5 an assignment of any such contracts previously executed by the Company for the construction and 6 equipping of the Project on behalf of the City is hereby authorized and directed. 7 Section 2. The issuance of the Bonds in the total principal amount of not to exceed $60,000,000.00 8 is hereby authorized. The Bonds shall be issued in the forms and denominations, shall be dated, shall be 9 numbered, shall mature, shall bear interest (at a rate or rates) and shall be subject to redemption prior to 10 maturity, all upon the terms and conditions to be set forth in the Trust Indenture. 11 That to further prescribe the terms and conditions upon which the Bonds are to be executed, 12 authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed (when 13 requested to do so by the Company) to execute and acknowledge the Trust Indenture, and the City Clerk 14 is hereby authorized and directed to execute and acknowledge the Trust Indenture and to affix the seal of 15 the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Trust 16 Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby 17 approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to 18 confer with the Trustee and the Company in order to complete the Trust Indenture in substantially the 19 form submitted to this meeting with such changes as shall be approved by such persons executing the 20 document,their execution to constitute conclusive evidence of such approval. 21 Section 3. There be, and there is hereby, authorized and directed the execution and delivery of the 22 Lease Agreement, and the Mayor and City Clerk are hereby authorized to execute, acknowledge, and 23 deliver the Lease Agreement for and on behalf of the City. The Lease Agreement is hereby approved in 24 substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the 25 Company in order to complete the Lease Agreement in substantially the form submitted to this meeting, 26 with such changes as shall be approved by such persons executing the document, their execution to 27 constitute conclusive evidence of such approval. 28 Section 4. There be, and there is hereby, authorized and directed the execution and delivery of the 29 Bond Purchase Agreement, and the Mayor and City Clerk are hereby authorized to execute, acknowledge, 30 and deliver the Bond Purchase Agreement for and on behalf of the City. The Bond Purchase Agreement 31 is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby 32 authorized to confer with the Purchaser in order to complete the Bond Purchase Agreement in 33 substantially the form submitted to this meeting, with such changes as shall be approved by such persons 34 executing the document,their execution to constitute conclusive evidence of such approval. [Page 3 of 5] 1 Section 5. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and 2 directed to do any and all things necessary to effect the execution of the Lease Agreement, the 3 performance of the City's obligations under the Lease Agreement, the execution and delivery of the Trust 4 Indenture, the performance of all obligations of the City under and pursuant to the Trust Indenture, the 5 execution and delivery of the Bonds, the execution and delivery of the PILOT Agreement, the 6 performance of the City's obligations under the PILOT Agreement, the execution and delivery of the 7 Bond Purchase Agreement, the performance of the City's obligations under the Bond Purchase 8 Agreement, and the performance of all other acts of whatever nature necessary to effect and carry out the 9 authority conferred by this Ordinance. The Mayor and the City Clerk are further authorized and directed, 10 for and on behalf of the City, in connection with the issuance of the Bonds and in connection with on- 11 going rights and obligations that arise after issuance and prior to maturity of the Bonds, to execute all 12 papers, documents, certificates, and other instruments that may be required for the carrying out of such 13 authority or to evidence the exercise thereof. 14 Section 6. Since the City is involved with the acquisition, constructing, and equipping of a complex 15 industrial project, requiring highly specialized work and specialized types of machinery and equipment, it 16 has been and is hereby determined by the Board of Directors that competitive bidding be, and the same is 17 hereby, waived as to this particular industrial project. This action is taken by the Board of Directors 18 pursuant to applicable laws of the State of Arkansas, including particularly the Act. 19 Section 7. All actions heretofore taken by the City, the Company, and the Purchaser in connection 20 with the issuance, offer and sale of the Bonds and the development and completion of the Project are 21 hereby in all respects ratified and approved. 22 Section 8. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 23 word of this ordinance is declared or adjudged to be invalid or unconstitutional, such declaration or 24 adjudication shall not affect the remaining portions of this ordinance, which shall remain in full force and 25 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of this 26 ordinance. 27 Section 9. Repealer. All ordinances or resolutions of the City in conflict herewith are hereby 28 repealed to the extent of such conflict. 29 Section 10. There is hereby found and declared to be an immediate need for the securing and 30 developing of substantial industrial operations in order to provide additional employment, alleviate 31 unemployment, and otherwise benefit the public health, safety, and welfare of the City and the inhabitants 32 thereof, and the issuance of the Bonds authorized hereby and the taking of the other action authorized 33 herein are immediately necessary in connection with the securing and developing of substantial industrial 34 operations and deriving the public benefits referred to above. It is therefore, declared that an emergency (Page 4 of 5] 1 exists and this ordinance, being necessary for the immediate preservation of the public health, safety, and 2 welfare,shall be in force and take effect immediately upon and after its passage. 3 PASSED: September 3,2013 4 ATTES APPROVED' 5 Nifilir A I ///4 ill 1 " 6 WAD* 7 'u':n L ey,City Clerk Mark Stodola,Miyor 8 APP' s al AS TO LEGAL FORM: 9 10 /i�llyyt'cvJ ill,. A,7Ai,�„__ _ 11 Thomas M. Carpenter,City Attyney' 12 // 13 // 14 // 15 // 16 // 17 // 18 // 19 // 20 // 21 // 22 // 23 // 24 // 25 // 26 // 27 // 28 // 29 // 30 II 31 II 32 II 33 // 34 // [Page 5 of 5]