Loading...
0306 • RESOLUTION NO. 306 - 82 A RESOLUTION OF THE CITY OF JACKSONVILLE, ARKANSAS, 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 Jacksonville, 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 issue bonds to assist in the securing and developing of industry; and WHEREAS, Conestoga Wood Specialties, Inc. (CWS, Inc.) has evidenced its interest in acquiring, expanding, and equipping an industrial operation located within the City of Jacksonville and other related machinery and equipment if the costs of the facility can be provided through the insurance of bonds under the authority of said Act; and WHEREAS, the industrial facility is presently closed and the acquisition of the facility by CWS, Inc. would lead to the reopen - b ing of the facility and the creation of a substantial number of jobs; WHEREAS, the City of Jacksonville desires to assist CWS, Inc. in acquiring, expanding, and equipping the industrial operation and related equipment and to aid in the financing thereof under the provisions of said Act 9; and WHEREAS, it is desirable that the City of Jacksonville enter into an Agreement to Issue Bonds for the purpose of assisting CWS, Inc. in acquiring and reopening the facility; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF JACKSONVILLE, ARKANSAS, that: 1. The Mayor and the City Clerk of the City of Jacksonville, Arkansas, be authorized to enter into an Agreement to Issue Bonds in substantially the form and substance as the attached Exhibit A. 2. The law firm of Mitchell, Williams, Selig, Jackson & Tucker, Little Rock, Arkansas, is appointed Bond Counsel for the Bond issue described in the foregoing agreement. PAGE 214 I RESOLUTION NO. 306 - 82 PAGE 2 3. This Resolution shall be in full force and effect from and after its adoption. ADOPTED this 2nd day of December, 1982. MAYOR ATTEST: r cc e / . a ec < +- 2 1 CI CLERK APPROVED AS TO FORM: (72 • C IT ATTORNEY 10 I I I I AGREEMENT TO ISSUE BONDS THIS AGREEMENT is made as of December 1982, by and among the City of Jacksonville, Arkansas, a municipal corporation under the laws of the State of Arkansas (the "City "), and Conestoga Wood Specialties, Inc., a Pennsylvania Corporation (together with any successor or assignee to its rights and duties hereunder, "CWS, I Inc. "), 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 ( "Act 9 "). - 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 and contract con- cerning 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 and near the City; and WHEREAS, CWS, Inc. desires to acquire the Wrape Forest Indus- tries, Inca plant located in the Jacksonville Industrial Park and other related equipment (the "Project ") and it proposes to improve the facility and operate it as a manufacturing facility; WHEREAS, the City has determined that the acquisition, improv- ing and equipping of the Project within the City will secure and develop industry and make available employment and payrolls, in furtherance of the public pruposes of Act 9; and WHEREAS, the City and CWS, Inc. desire to cooperate in the acquisition, improvement and equipping of the Project and to have the costs of the Project financed from the proceeds of revenue bonds of the City (the "Bonds ") to be issued pursuant to the Act in an aggregate principal amount not to exceed $2,500,000 (exclud- ing any bonds issued to refund the Bonds); and WHEREAS, the City and CWS, Inc., contemplate that the Project will be leased to CWS, Inc. with an option to purchase, and the 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, convenants and agreements herein expressed, the City and CWS, Inc. agree as follows: - 1. Sale of Bonds, Security. The City hereby agrees that, when requested by CWS, Inc., it will take such steps as are neces- sary to issue, sell and deliver, pursuant to the terms of Act 9, the Bonds for the purposes of financing the costs of the Project,. the Purchaser (s) or underwriter (s) thereof to be designed by CWS, Inc., the Bonds to be in such principal amount, not to exceed $2,500,000 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 may be requested by CWS, Inc. The City agrees that it will enter into the lease, and if required, a mortgage or an indenture of trust powers where necessary, for the purpose of providing rental pay - ments sufficient, with other amounts available from CWS, Inc. 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 rental payments for the benefit of the holder(s) of the Bonds. The City further agrees that it will, at the proper time when requested by CWS, Inc., adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary and advisable for the authorization, sale and issuance of the Bonds, the acquiring, . constructing and equipping of the Project, and for the leasing to CWS, Inc., all in conformity with Act 9 and other applicable federal and state laws upon terms and conditions mutually satisfactory to the City and CWS, Inc.. The lease, the indenture and other related docu- - ments, and the Bonds shall contain such terms and conditions as are agreed upon by the City and CWS, Inc. 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. - 2. 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. 3. Lease. The City shall enter into a lease, or leases, under which CWS, Inc. will lease, with an option to purchase, from the City the Project or portions thereof and will agree to make rental payments 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. 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 CWS, Inc. shall request in writing; provided, however, that all conditions of the Act shall have been met. It is further agreed that the proceeds of the Bonds . shall not be invested so as to consittute 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 re- gulations promulgated pursuant thereto. 5. Costs to be Financed. The costs of the Project may in- clude 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 Project, such as out -of- pocket ex- penses incurred by any employee of the City; fees and out -of- pocket expenses of counsel for the City, fees of the firm of Mitchell, Williams, Selig, Jackson & Tucker, as Bond Counsel, and any trustees; fees and expenses of the purchaser(s) or underwriter(s) of the proposed Bonds; recording costs, 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. 6. Construction. The City and CWS, Inc. will cooperate in causing to be commenced and continued any required acquisition, construction, reconstruction, extension, equipping and improvement of the Project, and CWS, Inc. may provide, or cause to be provided, the necessary interim financing to permit such work on the Project to commence and continue expeditiously pending the issuance of in- terim and /or permanent bonds. Not later than the time of issuance of the Bonds for any protion of the Project, CWS, Inc. 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. 7. Proceedings. All proceedings in connection with the issu- ance of the Bonds shall be consistent with the requirements of Act 9, 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 contined herein to the issuance of Bonds shall be sub- ject to compliance with the formalities of said Act 1239 when the facts required to do so are determined. 8. Termination. This Agreement shall continue in full force and effect until the Project and its financing by Bonds, as herein specified, is accomplished. CWS, Inc. may unilaterally terminate this Agreement without liability to the City (except for any amounts due and owing by CWS, Inc. to the City arising out of the trans- actions occurring on or before the time of such termination, which shall be promptly paid by CWS, Inc. 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. CWS, Inc. 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 in- strument. CWS, Inc. 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. Payments in Lieu of Taxes. CWS, Inc. shall make payments in lieu of ad valorem taxes in accordance with the policy of the City. Such payments shall be made under and pursuant to an appro- priate agreement between the City and CWS, Inc. to be entered into prior to the issuance of the Bonds. 11. Purpose and Effect. The Bonds are to be issued, sold and delivered under the authority of Act 9 and all related actions and documents shall be inconformity therewith. The City intends this Agreement to be its official binding commitment, pursuant to the terms hereof, to issue the Bonds up to $2,500,000 in aggregate prin- cipal amount outstanding at any one time, and to expend the Bond proceeds to defray the costs of the Project. The City considers this Agreement and the Resolution of the City Council authorizing it to be official action toward the issuance of industrial develop- ment bonds for all purposes of the Federal Income Tax Regulations in that the Resolution has been adopted and this Agreement has been executed prior to the commencement of the acquisition or construction of the Project. 12. Assignment. CWS, Inc. shall have the right to assign the Agreement and its rights, privileges and duties hereunder to any subsidiary thereof, or with the consent of the City to any other corporation, provided that such assignee expressly assumes the obligations of CWS, Inc. hereunder. CITY OF JACKSONVILLE, ARKANSAS BY Mayor ATTEST: _City Clerk J CONESTOGA WOOD SPECIALTIES, INC. BY