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AN ORDINANCE AUTHORIZING THE ISSUANCE OF AN INDUSTRIAL DEVELOPMENT REVENUE BOND TO FINANCE CERTAIN INDUSTRIAL FACILITIES; AUTHORIZING THE LEASING OF SUCH FACILITIES TO HAWORTH, INC.; AUTHORIZING THE SALE OF THE BOND AND THE EXECUTION OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY.
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WHEREAS, the City of Jonesboro, Arkansas (the "City"), is authorized and empowered under the provisions of Title 14, Chapter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated (the "Act"), to issue revenue bonds and to expend the proceeds thereof to finance facilities which can be used in securing or developing industry; and
WHEREAS, pursuant to and in accordance with the provisions of the Act, it is proposed that (i) the City issue its single Industrial Development Revenue Bond in the principal amount of not to exceed $80,000,000 (the "Bond") for the purpose of financing certain industrial facilities located in Jonesboro, Arkansas (the "Project"), and (ii) the City lease the Project to Haworth, Inc., a Michigan corporation (the "Company"); and
WHEREAS, pursuant to and in accordance with applicable provisions of Arkansas law, a public hearing was held on the date hereof before the City Council on the question of the issuance of the Bond; and
WHEREAS, copies of the hereinafter described Bond Purchase Agreement, Lease Agreement, and Agreement for Payments in Lieu of Taxes have been presented to and are before this meeting;
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Jonesboro, Arkansas:
SECTION 1: The City Council hereby finds that the accomplishment of the Project, and the issuance of the Bond to finance the same, will provide substantial employment and payrolls and will thereby secure and develop industry at the City.
SECTION 2: The issuance of the Bond in the aggregate principal amount of $80,000,000, or such lesser amount as shall be requested by the Company, is hereby authorized. The Bond shall be designated "City of Jonesboro, Arkansas Industrial Development Revenue Bond - Haworth, Inc. Project, Series 1998" and shall be issued in the form, shall be dated, shall be numbered, shall mature (within the period recommended by the Company, but not to exceed 30 years), shall bear interest (at the rate or rates recommended by the Company, but not to exceed the maximum permitted by law), and shall be subject to redemption prior to maturity all upon the terms and conditions recommended by the Company and set forth in the Bond Purchase Agreement (hereinafter authorized) securing the Bond.
SECTION 3: The Bond shall be sold to Haworth International, Ltd., a Michigan corporation, or its designee (the "Purchaser") for the purchase price of 100% of par, and upon the terms and conditions set forth in a Bond Purchase Agreement between the City and the Purchaser (the "Bond Purchase Agreement"). The Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Bond Purchase Agreement for and on behalf of the City. The Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Purchaser and others in order to complete the Bond Purchase 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.
SECTION 4: There is hereby authorized the execution and delivery of a Lease Agreement between the City and the Company (the "Lease Agreement"), and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Lease Agreement for and on behalf of the City. The Lease Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company and others in order to complete the Lease 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.
SECTION 5: There is hereby authorized the execution and delivery of an Agreement for Payments in Lieu of Taxes between the City and the Company (the "PILOT Agreement"), and the Mayor is hereby authorized to execute and deliver the PILOT Agreement for and on behalf of the City. The PILOT Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company and others in order to complete the PILOT 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.
SECTION 6: Because the undertaking authorized hereby involves the accomplishment of industrial facilities, pursuant to applicable laws of the State of Arkansas, including particularly the Act, competitive bidding is waived.
SECTION 7: The Mayor and City Clerk are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the Bond Purchase Agreement, the Lease Agreement, and the PILOT Agreement and the performance of all obligations of the City thereunder, the issuance, execution, sale and delivery of the Bond, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance. The Mayor and City Clerk are hereby further authorized and directed 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 8: The City Clerk is hereby authorized and directed to file in the office of the City Clerk, as a part of the minutes of the meeting at which this Ordinance is adopted, for inspection by any interested person copies of the Bond Purchase Agreement, the Lease Agreement, and the PILOT Agreement, and such documents shall be on file for inspection by any interested person.
SECTION 9: 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 10: All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict.
SECTION 11: There is hereby found and declared to be an immediate need for the securing and developing of industry in order to provide substantial employment and payrolls, thereby alleviating unemployment and otherwise benefiting the public health, safety and welfare of the City and the inhabitants thereof, and the issuance of the Bond authorized hereby and the taking of the other action authorized hereby are immediately necessary for the accomplishing of these public benefits and purposes. It is, therefore, declared that an emergency exists and this Ordinance being necessary for the preservation of the public peace, health and safety shall be in force and effect immediately upon and after its passage.
PASSED this 19th day of October, 1998.