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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 CONSTRUCTION THEREOF AND THE FINANCING THEREOF: AUTHORIZING A LEASE AGREEMENT BETWEEN THE CITY OF JONESBORO, AS LESSOR AND G. DICKSON KENNEY, AS LESSEE, 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 LEASE AGREEMENT; PRESCRIBING THE MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY
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WHEREAS, the City of Jonesboro, 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 lands, construct and equip manufacturing buildings, improvements, and facilities and to incur other costs and expenses and make other expenditures incidental to and for the implementing and accomplishing of the conduct of manufacturing operations; and
WHEREAS, the City if 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 G. Dickson Kenney ("Kenney") of Warwick, Rhode Island for a substantial industrial project consisting of the purchase, improving and equipping of facilities which will be utilized for drapery hardware equipment manufacturing operations, storage and distribution, and such other operations as Kenney shall elect (the "Project"), and to lease the Project to Kenney pursuant to the terms of a Lease Agreement (the "Lease Agreement"); and
WHEREAS, 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 of the principal amount of not to exceed Three Million Dollars ($3,000,000) (the "Bonds"; and
WHEREAS, the completion of the Project will furnish and provide additional employment and other benefits, and be in the best interest of the City and its residents; and
WHEREAS, the Bonds are to be sold and delivered in the principal amount of Three Million Dollars 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 Eastland Savings Bank of Woonsocket, Rhode Island for the sale to it of said Bonds:
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Jonesboro, Arkansas:
Section 1: That there be, and there is hereby authorized and directed the following:
(a) The sale of the Bonds for the price of $3,000,000 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 Kenney;
(b) The acquisition and construction of the Project, and in connection therewith, the execution of any necessary architectural, engineering or construction contracts or the acceptance of an assignment of any such contracts previously executed by Kenney for the construction and equipping of the Project: and
(c) The performance of all obligations of the City under the Lease Agreement pertaining to the constructing and equipping of the Project and the performance of all obligations of the City under the contracts referred to above.
Section 2: The Bonds shall bear interest at the rate of 75% of the prime interest rate of Eastland Bank of Woonsocket, Rhode Island in effect on the first of each month, as adjusted during the period the bonds are outstanding, shall be payable monthly, commencing not later than August1, 1986, based on a twenty-five year amortization schedule computed at a ten percent (10%) annual interest rate, the monthly payment to be equal to the required principal payment according to the amortization schedule and in addition thereto the interest computed at 75% of the prime interest rate, the bonds to mature on July 1, 2011, shall be callable by the bondholders on or after July 1, 2006, and shall be in the original principal amount of $3,000,000. 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 there-under, dated as of December 16, 1985 (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 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 similar in the form authorized to be executed is on file with the City Clerk of the City of Jonesboro, and is available for inspection by any interested person.)
Section 3: That there be, and there is hereby authorized the execution and delivery of a Lease Agreement, dated as of December 16, 1985, by and between the City as Lesser, and Kenney as Lessee (the "Lease Agreement")' 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 is hereby approved substantially in the form submitted to this meeting, and the Mayor is hereby authorized to confer with Kenney, the Trustee and the Purchaser 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.
(Advice is given that, pursuant to Act No. 9, a copy of the Lease Agreement in substantially the form authorized to be executed is on file with the City Clerk of the City of Jonesboro, and is available for inspection by any interested person.)
Section 4: 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 Lease Agreement, the performance of the City's obligations under the Lease 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 the 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 5: 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 City Council that competitive bidding be, and the same is hereby, waived as to this particular industrial project. This action was taken by the City Council pursuant to applicable laws of the State of Arkansas, including particularly Act No. 9.
Section 6: Barrett, Wheatley, Smith & Deacon of Jonesboro, 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 7: 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.
Section 8: That all ordinances, resolutions and parts thereof, will be in conflict herewith are hereby repealed to the extent of such conflict.
Section 9: 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.
PASSED AND APPROVED this 2nd day of December, 1985.