HomeMy WebLinkAboutOrdinance 2449 /1J fi D
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ORDINANCE NO . a9 yir�� GC �g ACQ�n
AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRZ �C
DEVELOPMENT
EXTUNDER
RAO DINARY SESSIONOFT -
THESIXTY
OF
FIRST SECONDE/
GENERAL ASSEMBLY OF THE STATE OF ARKANSAS , APPROVED
�I JANUARY 21 , 1960 , AS AMENDED , FOR THE PURPOSE OF
�Yf PROVIDING PERMANENT FINANCING OF THE COSTS 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 THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN
THE CITY OF FAYETTEVILLE ; ARKANSAS AND AMERICAN AIR
FILTER COMPANY , INC . IN CONNECTION WITH THE ISSUANCE
OF THE BONDS ; AUTHORIZING THE EXECUTION AND DELIVERY
OF A MORTGAGE AND SECURITY AGREEMENT BETWEEN AMERICAN
AIR FILTER COMPANY , INC . AND THE CITY OF FAYETTEVILLE ,
ARKANSAS ; AUTHORIZING THE SALE OF THE BONDS AND THE
EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT WITH
THE PURCHASER ; AUTHORIZING THE EXECUTION AND DELIVERY
OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE SALE
OF THE BONDS ; AUTHORIZING AND PRESCRIBING OTHER MATTERS
PERTAINING TO THE ACQUISITION , CONSTRUCTION AND EQUIP -
MENT OF THE PROJECT AND THE FINANCING THEREOF ; AND
DECLARING AN EMERGENCY .
WHEREAS , the City of Fayetteville , Arkansas ( the " Issuer " )
is authorized and empowered under the provisions of 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 ( the " Act" ) , to issue revenue bonds for , and to make loans
to assilt in , the financing of land , building , machinery , equipment
and facilities used by a company for the securing and developing
of industry , upon such terms and conditions as the governing body
of the Issuer may deem advisable and as shall not conflict with
the provisions of the Act ; and
WHEREAS , land , building , machinery , equipment and facilities
( the " Project " ) are being acquired , constructed and equipped at
the Issuer for a manufacturing plant to be operated by the Company ;
and
WHEREAS , Issuer proposes to issue Industrial Development
Revenue Bonds (American Air Filter Project ) ( the " Bonds " ) , for
the purpose of financing the Project and paying the expenses of
authorizing and issuing the Bonds ; and
WHEREAS , the Bonds are being issued under and secured by
a Trust Indenture between the Issuer and the Trustee ( the
" Indenture " ) ; and ® 93
J6 948
MICROFIbM 7 1918
DA7
REFI.
WHEREAS , the Issuer and the Company will enter into a
Loan Agreement ( the " Agreement " ) concerning the terms and conditions
of the Issuer ' s participation in the financing of the Project ;
and
WHEREAS , the Issuer and the Company will enter into a
Mortgage and Security Agreement ( the " Company Debt Instrument " ) as
security for the financing of the Project pursuant to the Agreement ;
and
WHEREAS , the Bonds are in the principal amount , bear
interest , mature and are 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 the issuance of the Bonds pursuant to
the provisions of the Indenture is hereby authorized , Series 1978
Bonds in the principal amount of $ 3 , 200 , 000 are being sold and
delivered initially and the Indenture provides for the issuing of
Additional Bonds upon compliance with the terms set forth in the
Indenture , To prescribe the terms and conditions upon which the
Bonds are to be executed , authenticated , issued , accepted , held
and secured , the Mayor is hereby authorized and directed to execute
and acknowledge the Indenture , and the City Clerk is hereby
authorized and directed to execute and acknowledge the Indenture
and to affix the seal of the Issuer 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 :
®
966 949
Section 2 . That there be , and . there is hereby authorized
the execution and delivery of a Loan Agreement between the City
of Fayetteville , Arkansas ( the " Issuer " ) , and American Air Filter
Company , Inc . , a Delaware corporation ( the " Company " ) , in substantially
the form and with substantially the contents hereinafter set forth ,
and the Mayor and City Clerk be , and they are hereby , authorized
to execute , acknowledge and deliver the Loan Agreement for and
on behalf of the Issuer . The form . and contents of the Loan Agreement ,
which are hereby approved and which are made a part hereof , shall
be substantially as follows :
® 966 969
Section 3 . That there be , and there is hereby authorized
the execution and delivery of the Mortgage and Security Agreement
between the Issuer and the Company in substantially the form and
with substantially the contents hereinafter set forth ,. and the Mayor
and City Clerk be , and they are hereby , authorized to execute ,
acknowledge and deliver the Mortgage and Security Agreement for and
on behalf of the Issuer . The form and contents of the Mortgage
and Security Agreement , which are hereby approved and which are
made a part hereof , shall be substantially as follows :
® 906
Section 4 . That there be , and there is hereby authorized
and directed the sale of the Bonds to J . C . Bradford s Co . , Nashville ,
Tennessee , and the execution and delivery of a Bond Purchase Agreement
between the City and such purchaser for the price and pursuant to
the terms recommended by the Company . A copy of the Bond
Purchase Agreement shall. be filed in the office of the City
Clerk for inspection by any interested person .
Section 5 . That there be * - and there is hereby
authorized and directed the execution and delivery of a pre-
liminary and a final Official Statement in the usual form and
with the usual contents in the case of similar financings . A
copy of the final . Official Statement shall be filed in the office
of the City Clerk and inspected by any interested person .
Section 6 . That the Mayor and City Clerk , for and on behalf
of the Issuer , be , and they are hereby , authorized and directed
to do any and all things necessary to effect the execution and
delivery of the Indenture , the execution and delivery of the Bonds ,
the execution and delivery of the Loan Agreement , the execution and
delivery of the Bond Purchase Agreement , the execution and delivery
of a Company Debt Instrument , the execution , delivery and use
of the official Statement ( Preliminary and Final ) and the perfor-
mance of all acts of whatever nature necessary to effect and carry
out all obligations of the Issuer under any of said instruments
and the authority conferred by the Indenture and by this Ordinance .
That the Mayor and City Clerk be , and they are hereby , further
authorized and directed , for and on behalf of the Issuer , 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 7 . That , as specified in the Loan Agreement
and as authorized by the Act , the company is to proceed with the
acquiring , constructing and equipping of the Project , utilizing
the proceeds of the Bonds loaned to ' it under the provisions of the
Agreement .
® ��� -grog
Section S . That the Mayor and City Cleric for and on behalf
of the Issuer , 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 ( b ) ( 6 ) ( D ) of the
Internal Revenue Code of 1954 , as amended , to the end of insuring
that interest on the ,Bonds is exempt from federal income taxes .
Section 9 , That 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 . That all ordinances , resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict _
Section 11 . That there is hereby found and declared to be
an immediate need for the securing and developing of industry in
order to provide employment and payrolls , alleviate unemployment
and otherwise benefit the public health , safety and welfare of
the Issuer 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 peace , health and safety shall be in
force and effect immediately upon and after its passage ,
PASSED : _ ' S 1978 ,
JAG 953
APPRO D :
MAYOR
r. A , c State of Arkansas }
GA of Fayetteville SS
Westbrook, City Clerk and Ear
Officio recorder for the City of Fayetteville,
u r , n : a'; �i,;,: the annexed or fore-
. .. TY CLE R, g, : :,� ; .< Ot ; ,��,7]:o� r��d :�n� my office a/�d� the same
appear In ,!1G.fll f:t1�-E'�d'A-_ bf:, ,i;
( SEAL ). .... . ..
" - - at page Witne . , y
hand and seal this
19
City Clerk and *. x Officio allec�rrler
CERTWICATE OF RECORD
3TATr OF ARKANSAS
W ishin-,ton County ISS.
I , A' na L. Kollmeyer, Circuit Clerk and Ex-Officio Recorder to,
Washington County, do hereby certify that the annexed or fore-
going ins' ment was filed for record in my office on the _Qday
of _
97�t $OlonkAM, and the same is
duly res ded i record at pageqj4a
witness my hand and seal thisat ay of 19,Z
Circuit Clerk and
fficio Recorded /
By
Deputy LYerk
