HomeMy WebLinkAboutOrdinance 2059 ` /*
ORDINANCE NO . A051
i„ i - :;� T( T; f,O10Y
Il bl �\ � -• 1
AN ORDINANCE AUTHWIZING THE ISSUANCE OF1NDUSTRIA'L
DEVELOPMENT REVENUE BONDS UNDER ACT NO . 9 OF THE
FIRST EXTRAORDINARY SESSION OF' THE SIXTY- SECOND GENERAL
ASSEMBLY OF THE STATE OF ARKANSAS , APPROVED JANUARY 21 ,
19601 AS AMENDED , FOR THE PURPOSE OF PROVIDING PERMA-
NENT FINANCING OF 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; THE
ACCEPTANCE OF A GUARANTY AGREEMENT ; AUTHORIZING AND
PRESCRIBING OTHER MATTERS PERTAINING TO THE ACQUISITION ,
CONSTRUCTION AND EQUIPMENT OF THE INDUSTRIAL PROJECT
AND THE FINANCING THEREOF; AND DECLARING AN EMERGENCY .
WHEREAS , the City of Fayetteville , 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 , construct and equip lands , manufacturing buildings ,
improvements and facilities and to incur other costs and expenses and make
other expenditures incidental to and for the accomplishing of the securing and
developing of industry; and
WHEREAS , the City is authorized by Act No . 9 to issue Industrial
Development Revenue Bonds payable from revenues derived from the Industrial
Project so acquired , constructed and equipped and secured by a lien thereon
and security interest therein; and
WHEREAS , the necessary arrangements have been made with Baldwin
Piano and Organ Company , an Ohio corporation ( " Baldwin ") for an expansion
of its existing manufacturing plant consisting of lands , buildings , improvements ,
machinery , equipment and facilities which will be utilized for the manufacturing .
of such products as Baldwin shall elect to manufacture (the " Project " ) and to
lease the Project to Baldwin pursuant to the terms of a Lease and Agreement
subsequently identified herein and referred to as the " Lease Agreement " ; and
VOL _D� v 9 DAtEOF�- ala
REEL��'
WHEREAS , Baldwin is a subsidiary of D . H . Baldwin Company , an
Ohio corporation ( " D . H • Baldwin " ) , and D . H . Baldwin has agreed to
unconditionally guarantee performance by Baldwin of its obligations under the
Lease Agreement by an instrument identified as the " D . H . Baldwin Guaranty
Agreement " ; and
WHEREAS , permanent financing of the Project costs , necessary costs
and expenditures incidental thereto and expenses of authorizing and issuing bonds ,
is being furnished by the City issuing Industrial Development Revenue Bonds under
the provisions of Act No . 9 in the principal amount of Two Million Dollars
($ 2 , 000 , 000) (the " bonds " ) , which have been approved by the electors of: the City
at a special election ; and
WHEREAS , the bonds are to be sold , delivered and issued in the principal
amount , dated , bearing interest , maturing and subject to redemption as hereinafter
set forth in the form of Indenture authorized by this Ordinance ;
NOW , THEREFORE , BE IT ORDAINED BY THE Board of Directors of the
City of Fayetteville , Arkansas :
Section 1 . That there be , and there is hereby authorized and directed
the following :
(a ) The sale of the bonds to Powell & Satterfield , Inc . ,
Little Rock , Arkansas , at a purchase price of $ 1 , 920 , 000
plus accrued interest , pursuant to the recommendation of
Baldwin and , in connection therewith , the execution by
the Mayor and Clerk of a Bond Purchase Agreement with
such purchaser .
(b) The acquiring , constructing and equipping of the Project ,
and in connection therewith , the execution of architectural ,
engineering , construction and other contracts or the
acceptance of an assignment of any such contracts previously
executed by Baldwin , for the acquiring , constructing and
equipping of the Project ;
(c) The performance of all obligations of the City under the
Lease Agreement pertaining to the acquiring , constructing
and equipping of the Project and the performance of all
obligations of the City under the contracts referred to in
(b) above ; and
(d) The acceptance and execution and delivery of the D . H .
Baldwin Guaranty Agreement in substantially the form
presented to the Board of Directors . After execution and
delivery a copy shall be filed in the office of the City Clerk .
Section 2 . That Industrial Development Revenue Bonds of the City
under Act No . 9 in the total principal amount of $ 2 , 000, 000 are hereby
authorized . To prescribe the terms and conditions upon which the bonds are
to be secured , executed , authenticated , accepted and held , the Mayor is
hereby authorized and directed to execute and acknowledge a Trust Indenture
(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 , which constitutes and is hereby made a part of this Ordinance ,
shall be in substantially the following form to-wit :
(Advice is hereby given that a copy of the form of Trust
Indenture is on file in the office of the City Clerk , and
reference may be had thereto by any interested person . )
I .
;.von 880 09
Section 3 . That 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 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 bonds , the execution
and delivery of an Official Statement or Offering Circular , and the performance
of all acts of whatever nature necessary to effect and carry out the authority
conferred by the Indenture and by this 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 9 . That the City is here involved with the acquiring , con -
structing and equipping of complex industrial facilities , requiring highly specialized
work and specialized types of equipment , and , therefore , competitive bidding
is waived . This action is taken by the .Board of Directors pursuant to applicable
laws of the State of Arkansas , including particularly Act No . 9 .
Section 5 . That the Mayor and City Clerk for and on behalf of the
City , be and they are hereby authorized and directed to take all action , and
execute and file all documents , necessary to perfect an election to proceed under
Section 103 (c) (6) (D) of the Internal Revenue Code of 1959 , as amended , to the
end of insuring that interest on the bonds is exempt from federal income taxes .
Section 6 . 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 and provisions .
Section 7 . That all ordinances , resolutions and parts thereof in conflict
herewith are hereby repealed to the extent of such conflict .
Section 8 . That there is hereby found and declared to be an immediate
need for the securing and developing of industry in order to provide employment
von 880 10
and payrolls , 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 '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 immediate preservation of the public health ,
safety and welfare shall be in force and effect immediately upon and after its
passage .
PASSED Nuem ber s� 1974 .
APPROVED :
Mayor
ATTEST :
o
City Clerk
(SEAL)
voL 880 11
CERTIFICATE
The undersigned , City Clerk of Fayetteville , Arkansas , hereby
certifies that the foregoing pages are a true , correct and compared copy of
Ordinance No . 2059 of the City of Fayetteville , passed at a regular
session of the Board of Directors of Fayetteville , held at the regular meeting
place of the Board at 7 : 30 _ • m . , on the 5th day of November 1974 ,
and that the Ordinance is of record in Ordinance Record Book No . g___
at Page 206 -210 now in my possession .
GIVEN under my hand and the seal of the City this 7th day of
November 1974 .
City Clerk
y rn
o
Vol
CERTIFICATE OF RECORD
STATE OF ARKANSAS ) SS r to.
Washington County
er, Circuit clerk and at thO n Recd r fore
1, Alma L. ountyydo hereby certny that the annexed /� d'y
Washington County, ,,,/ C,'�rd in my office on the
me _19A/i tlWo clock�141, and the sane is
goinginstrumen—twat's filed for rec�o py�/(''��
•�.... ,��� of recorder at pa"
_ ^fly recorded m� day —seal this of
` `Wiidess my hand and se ALMA KO .
.:rO ' • ' Circuit Clerk and
i •• �.Q,tflcto Recorded
d O . BY L�" _l .
`r . t ', or . •'� ; r Deputy Clerk
i A
CERTIFICATE OF RECORD
State of Arkansas SS
City of Fayetteville
1. Suzanne C. Kennedy, City Clerk and
Ex-Officio recorder for the City of Fayetteville,
do hereby certify that the annexed or fore-
gui:rt is of record in my office and the same ap-
reurs in Ordinance fa Resolution book
_I—at page----6 h �itncss my
hand and seal this clay of 880 12
19 ' VU
Cifv Clerk and Recorder
ORDINANCE NO. 2959 1
AN ORDINANCE AUTHORIZING. THY WHEREAS, the CRy Is eulhTrfifL_SY"1
I S S U A N C E OF INDUSTRIAL Act N1.9 to issue Industrial Development
DEVELOPMENT FLEVE14UE BONDt-RevaeuY Shade payable from revenues STATE of ARKANSAS
UNACT N0. 9' OF TEE- FIR$j derived from the Industrial Project W J} 88,
F.XTMORDINARY SESSION - OF THA acquired, comtntcted and equipped and County of Washington
SIXT•f SECOND GESYtRRAA�I,,� ASSEMBLY socuked by a lien themon and security
OF THE STATE OF ARLANSAS, AP. mtemg Mersin; and
PROVE NDJ JANUARY �"L, 1964 A5 ' c
AMEND D. FOR TIS" PURPOSE OF WHEREAS, the 1180233317 ertanslo < 'v/Il G.
PROVIDING PE . FINANmenta eve been made with Baldwin ��/''H��I hereby certify that I
CING OF THE"COST rSECURINCPLno and Orgen Otopene IM Olio I. ............... .........J__.__ __ .. --------- ___.___...__
AND DEVELOPING INDUSTRY (THS corporation ("BaldwlO") for Bae era am the P blieher of THE NORTHWEST ARKANSAS TIMES, a daily
PARTTCULkIt MDURTRIKL pROJECtpuulon of Its existirW manufacturing
IS DESCRIBED IN THE ORDINANCE); yLnt comdriug oI lands, bmldings, newspaper having a second class mailing privilege, and being not less than
AUTHORIZING THE EXECOTVY0g ANOlmprovements; machinery, equipment
DELIVERY OP A TRUST DID1fNTURE and facilities which will be utilised for lour pages of five columns each, published at a fixed place of business and at
sECPTA E BONCgb "THB Ac the mnnufadwnn¢ a man manufacture
as a fixed (daily) intervals continuously in the City of Fayetteville, County of
C E P T A N C E OF Ai- ,OUAMNT) Baldwin shall elect m meeufeelura (the
AGREEMENT: AUTEWRTL[NG ANY "Project') and to lease the Protect m Washington, Arkansas for more than a period of twelve months, circulated
PREHCRIBINO OTFntR MATTERS PER Baldwin pursuant W the terms of a
TAININO TO THE ACQUISCrION, WN Leena and Agreement subsequently and distributed from an established place of business to subscribers and
NPREPCTION AND sAVYFAtataT OF THE identified herein and referred In as the readers generally of all classes in the City & County for a definite price for
YccDUs'rRYAI. PROJECT AND THE. .P7N "Leave Agreement"; and
ANCING T4lER'EOP;_ AND DMCLAR d WHEREAS, auwln Is a mbsldlary each copy, or a fixed price per annum, which price was fixed at what is
AN EMERGIUNCIT,, ' of D.H. Baldwin company, an Dme considered the value of the publication, based upon the news value and
WHEREAS. th* , Citjr Of Fayeuevule Corporation (' D.H. Beldwln"), am D.H.
Arkansas (the "Cur') is authorized b; BaldwJn has agreed to unconaiuomur i service value It contains, that at least fifty percent of the subscribers
Adj. .No. ..9 of .the First Extnordmar 9norranite Performance by aldrin m
session' of - the .Sixty-Second (;seen its ,obligations under the Leese Agree- thereto have paid cash for their subscriptions to the newspaper or its agents
AsxmMy ot. tee state of Arkaysas meat by m instrument Identified an • or through recognized news dealers over a period of at least six months;
approves January 2L 1964 as area dettho "D.H. Baldwin Guaranty Ague- g
c'Art d e•), tu acgwre, constnc ment"; and i and that the said newspaper publishes an average of more than forty percent
Inn egvly- iaetla. mmufacturin4. WHEREAS, permaiiant financing Of the
buildings inc
imp. Menu entl fecBltiel Praiser costs, n"sFa"ys:.. mats and ex- I news matter.
avd m incur ep4. troau end expert pensee of authorizing'& •22 Issulag Oonds,
and make r ar"ekpeodimers mCldenl�la cath¢ tumlMea �Ir he City Issuing I I further certify that the legal notice hereto attached in the matter of
to and for the accomplishing uf. I Industrial nevelopment.Hevenua ands
tecurmir and developing of industry: ml under me T
proWslotir.0f Act. No. 9 In
I the principal amouR u'' wo Million
, Dollars (¢2.999.009) (the yboonds"), which
�`-- he" seen approved ,rp' 61"" or V°�
W
theCity at a special,p1 on; and _...__......_______________—-----------___..._._____.._____..._.—______._______.______.______...._.____..___._....___..
ys ,
WHEREAS, the bonds to Principal
sola,
delivered and 13awa} af,toil pdurest, was published in the regular daily issue of said newspaper tor_. ._-..
emdunL detM, "Leaifv¢ inuresq P Y
maturing and subIa4-m. eedemmi a as eeuaeoutive Insertiolk as follows:
hereinafter set to jl' tha to of
Indenture authorized tiy„ 0 Ordlmnce: 9 >
NOW. TREAEFORfi1. E IT OR- The first InserClOn On the _...... "......_ _
RAINED BY THE .Hoard of Directors ------- day O1 ..__._.....__...__.
of tae City of Fayeltav(Ile. Arkansas:
Section I. at mere e, and then
iIs hereby autnodced , and di led the the second insertion on the ------ ...... day of -__..._-------------- 19__..___
following:
(a) The sale of the bands to Powell
A Salurfield, Inc., Little Bock, Arkansas, the third Insertion on the day of ._ ------- --------------- 19_.....
� at a purchase price of 51,910,000 plus
accrued intenat, . pursuant to the
recommendation of tnalawln and. In and the fourth insertion on the ----------- ._...- day
connection therewith, the execution by
the Mayor and Clerk of a Bond Purchase C e
Agreement with such purchaser. C L
No The acquiring, constructing and
equipping of the Project, and In conned- ---- -----
tion therewith, the execution of architeo
Lural, en¢Imering, construction and other
contracts or the acceptance a an as. r
a
Sworn to and subscribed before me on this _../-_
slgnment Of any such chntnet previously
--------- day Of ___.—____.—
executed by Baldwin, for. me acquiring,
constructing and equipplug of the Pro /f
(c) The performance of VI obligations --------- --- - --------
of the City, under the Lease Agreement
I pertaining b the acquiring. constNeting /
and equipping of the Fretect and the �e�.✓1lr�f
performance of all obligations of the
City under the contracts reforsad to in I ~
0above and No Public
(d) The acceptance and execution and
delivery of the D. H. Baldwin Guaranty
Agreement in substantially the form pre- I My Commission Expires:
sealed to the Board of Directors. Afar
execution and delivery a copy shall be ! I
filed to office That
In use City Clerk. �j,l�C
Scene 1. That f the
Development —7.=�- -- -`�
Revenue Hontle el Ne Clay amour Act
No. 9 in the foul principal amount of
$
cribe t en hereby authorised. To pan-
scribe loo bonds and con be s upon [t 3 Y
which the hones are th e ed and Fees for Printing -------- ;..--_-_... a
executed, Mayoauthenticated,ishby authorized are
held. the Mayer a bendy authorized
and dirTrust
Indenture
ode and acknowl"Indenture").
and Cost of Proof ......____..... ;-----__.._-------------_
e Trust Indenture (tae "Indenture"). and y
the City Clerk Is hereby authorized and 6 3 0
directed
to and tome fix acknowledge
e net dot the, ' Total ................ ;__..............._...�...
City Marvin. end the Mayor and Guy
Clerk aro hereby authorized and dl-
reened to cause tae Indenture to be
accepted. executed and acknowledged by
Me Trustee. The Indenture. which comsti-
otes and Is herebv made a part of Unix
Ordinance. Mall be In substantially the
following form to-wit:
(Advice is hereby given that a copy
of the term of Trust Indenture to on I
file In the office of the City Clerk.
and reference may be had thereto by
any interested Person.) _ _-
SOCUO11+g. That the Mayor, and City
Clerk, for end on behalf of Me City,
be, And May are hereby, Authorized and
directed W do any and all things
necessary W affect the execution of the
Indenture, Its execution and acceptance
by the Trustee. the Performance of ah
Obllgallons of the City under and Am.
euent to the Indenture, Na execution
and delivery of the bonds. the execution .
and delivery of an Official Statement
or Offering Circular, and the Perform-
ance of all acts of whatever nature
necessaryto effect a04 carry Out the
i Authority conferred by the Indenture and
by this Ordinance. That the Mayor and
the City Clerk be, and they am hereby,
further authorized and directed, for and
on behalf of the City, to execute all
PePere, documents, certificates and other
Instruments Nat may be required far
the carrying out of Bch authorlty or
to evidence the exercise thereof.
Section 4. That the City is here In.
volved with the acquiring, constructing
and equipping of complex Industrial
facilities, requiring highly specialized
work and specallzed types of equipment,
and, therefore, competitive bidding is .
valved. This action Is taken by the .
�Baaed of Directors pursuant to applicable
'lawn of the Stab of Arkansas, Including
particularly Act No. 9.
Section 5. That the Mayor and Clty
Clerk for and on behalf Of the City,
be and they are hereto' authorized and
directed to take all action, and execute
t and file all documents, necessary to
Perfect an election In proceed under
Section 10.1 (c) (6) (D) of the Internal - r
Revenue Code of 1951, as .amended, on L
Ne antl of Insuring that Interest - on
the bonds Is exempt from federal Income
taxes.
Section 6. That the previsions Bt this � �
Ordinance are hereby declared on bs
severable, and If any section, phrase
or provIs w shall for any reason be!
declared to be Invalid, such declaration
shall not affect the validity of fhb
remainder of the sections, phrases and
Provisions.
Section 7. That All ordinances,
resolutions and parte thereof in conflict
herewith ars hereby "Pealed to the
extent of such conflict.
6ectiOn 6. That the Is hereby found
and declared to be an immedlale need
mr the securing and developing of Indus
try In 0 e loo provide employent and .
pa 118almleviate unamp10ymant and
tolherwIse benefit Na public health,
safety and welfare of the It and the
inbablteAla thereof, and the Issuance of
NA bonds authorized hereby and the:
taking of Ne ether ac on authorized,
hereby are Immedia teI necessary for
Ne accomplishing.of these public benefits
and Par posea. 'It is. therefore, declared
that an emergency exists entl this Ordin.
ance being necessary toe Na immediate
prcservatlon of the public health, safety
end welfare shall be in fam0 and effect
Immediately upon and after Its passage.
PASSED NOVEMBER 6, IB71.
VED;
RUSSELL LL T.T. PUADV �
ATTEyl': MaSror t
DARLENE WESTBROOK
City Clerk
(Sekb
1Tc 9