HomeMy WebLinkAboutOrdinance 2729 WHEREAS , copies of the hereinafter described First Supple-
mental Trust Indenture , First Supplemental Lease and Agreement and
Bond Purchase Agreement have been presented to and are before this
meeting ;
NOW , THEREFORE , BE IT ORDAINED by the Board of Directors of
the City of Fayetteville , Arkansas :
Section 1 . That the issuance of the Bonds is hereby
authorized . The Bonds shall be issued in the form and denominations ,
shall be dated , shall be numbered , shall mature ( over a period not :to -
exceed thirty ( 30 ) years ) , shall bear interest at a rate or rates
per annum , and shall be subject to redemption prior to maturity all
upon the terms and conditions recommended by the Company and to be set
forth in the First Supplemental Trust Indenture ( hereinafter authorized )
securing the Bonds .
Section 2 . That the Bonds be sold to The Second National
Bank of Warren , Warren , Ohio , and Central National Bank of Cleveland ,
Cleveland , Ohio ( collectively , the " Purchaser " ) , for the purchase
price recommended by the Company and upon the terms and conditions
set forth in the Bond Purchase Agreement to be entered into between
the City and the Purchaser ( the "Bond Purchase Agreement " ) , 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 the Company in order to complete the Bond Purchase
Agreement , and to execute and deliver the same on behalf of the City
in substantially the form presented 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 3 . 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 a First Supplemental Trust Indenture by and between
the City and a bank or trust company which will act as Trustee
thereunder , dated as of the date of the Bonds ( the " First Supplemental
Indenture " ) , and the City Clerk is hereby authorized and directed
to execute and acknowledge the First Supplemental Indenture and to affix
the seal of the City thereto , and the Mayor and City Clerk are
hereby authorized and directed to cause the First Supplemental Indenture
to be accepted , executed and acknowledged by the Trustee . The First
Supplemental Indenture is hereby approved in substantially the form
submitted to this meeting , and the Mayor is hereby authorized to
confer with the Trustee , the Company and the Purchaser 'in : order to
complete the First Supplemental Indenture in substantially the form
submitted to this meeting with such changes as shall be appro ed by
such persons executing the document , their execution Co constitute
conclusive evidence of such approval ,
awl
44 r11
<� U
J94?1 �o
�?06;czo?el�Ty a ��
ORDINANCE NO . a � � 9 �C�re
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE
PURPOSE OF PROVIDING PERMANENT FINANCING FOR
INDUSTRIAL FACILITIES ; AUTHORIZING A FIRST
SUPPLEMENTAL TRUST INDENTURE SECURING THE
BONDS ; AUTHORIZING A FIRST SUPPLEMENTAL LEASE
AND AGREEMENT BETWEEN THE CITY OF FAYETTEVILLE ,
ARKANSAS , AS LESSOR , AND WARREN TOOL CORPORATION ,
AS LESSEE ; AUTHORIZING THE SALE OF THE BONDS ;
AUTHORIZING AND PRESCRIBING OTHER MATTERS
ti PERTAINING THERETO ; AND DECLARING AN EMERGENCY .
WHEREAS , the City of Fayetteville , Arkansas ( the " City " ) ,
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 and to expend the proceeds
thereof to finance the acquisition , construction and equipment of
land , buildings or facilities which can be used in securing or
developing industry ; and
e WHEREAS , the City has heretofore issued its Industrial
Development Revenue Bonds - Warren Tool Project , Series 1979 , dated
June 1 , 1979 , in the principal amount of $ 2 , 500 , 000 , for the purpose
of,; financing the cost of acquiring , constructing and equipping a
manufacturing plant at the City ( the " Plant " ) , which is being leased
to and is operated by Warren Tool Corporation , an Ohio corporation
( the " Company" ) ; and
WHEREAS , it is proposed that the City provide permanent
financing , through the issuance of revenue bonds under the Act , of
the cost of acquiring , constructing and equipping certain additional
industrial facilities ( the " Project " ) , as part of an expansion to
the Plant ; and
WHEREAS , pursuant to and in accordance with the provisions
of the Act , the City is now prepared to proceed with financing the
Project and to issue and sell $ 750 , 000 in principal amount pf its
Industrial Development Revenue Bonds - Warren Tool Project , ' Series
1981 ( the "Bonds " ) , to provide such financing ; and
14410
•, AAICROFILMED
Section 4 , That there be , and there is hereby authorized
the execution and delivery of a First Supplemental Lease and Agreement
by and between the City as Lessor , and the Company as Lessee ( the
" First Supplemental Lease Agreement " ) , and the Mayor and City Clerk
be , and they are hereby , authorized to execute , acknowledge and deliver
the First Supplemental Lease Agreement for and on behalf of the City .
The First Supplemental Lease Agreement is hereby approved in
substantially the form submitted to this meeting , and the Mayor is
hereby authorized to confer with the Company , the Trustee and the
Purchaser in order to complete the First Supplemental 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 , 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 and delivery
of the First Supplemental Lease Agreement , the performance of all
obligations of the City under the First Supplemental Lease Agreement ,
the execution and delivery of the First Supplemental Indenture , the
performance of all obligations of the City under and pursuant to the
First Supplemental Indenture , the issuance , execution , sale and
delivery of the Bonds , and the performance of all acts of whatever
nature necessary to effect and carry out the authority conferred 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 6 . That the City is hereby involved with the
acquiring , constructing and equipping of industrial facilities , and
pursuant to applicable laws of the State of Arkansas , including
particularly the Act , competitive bidding is waived .
Section 7 . That 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 a copy of the First Supple -
mental Indenture , First Supplemental Lease Agreement and Bond
Purchase Agreement and such documents shall be on file for inspection
by any interested ,
Section 8 . That the law firm of Friday , Eldredge & Clark ,
Little Rock , Arkansas , be appointed to act as Bond Counsel on behalf
of the City in connection with the issuance and sale of the Bonds .
Section 9 . That the provisions of this Ordinance are
hereby declared to be separable , and if any section , phrase or pro-
vision 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 . . i y
Section 10 . That all ordinances , resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict ,
®;1u44 312
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
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 peace , health and safety shall be in force and effect
immediately upon and after its passage .
PASSED : June 16 , 1981 .
APPR ED :
ATTEST: #
pF 4; AYE),
�: • (�,/Liltcti; �Ze� Assistant Ma r
City Cler$ .
( SEAL ) : '
••.Mrd
,1
j
W044 All
CERTIFICATE
The undersigned , City Clerk of the City of Fayetteville ,
Arkansas , hereby certifies that the foregoing pages are a true
and perfect copy of Ordinance No , ct7a 9 , adopted at a regular
session of the City Council of the City of Fayetteville , Arkansas ,
held at the regular meeting place of the City at 7 : 30 o ' clock p . m . ,
on the 16th day of June , 1981 , and that the Ordinance is of
record in Ordinance Record Book No . Xf _ , at page ,
now in my possession .
GIVEN under my hand and seal on this 16th day of June ,
1981 ,
. Y1City Clekk
)
( S , ALP.
f
CER'T'IFICATE OF RECORD
State of Arkansas ( SS
City of Fayetteville
CERTIFICATE OF RECORD 1, Vivian Kbettel, City Clerk and Ex-Officio
r^corder for the City of Fayetteville, do hero-
STATE Olt ARKANSAS I SS.
Washington County by certify that the annexe , or 20same g is
of record in my 01
1 ,
au;t the snore aP
I , Alma L. Kollmeyer, Cir-uit cert and Ex-Officio Recorder tor, Pears in Ordinance & Resolution book
Washington County, do h,reby certify that the annexed o,r�f,fQ/Qreg
office ontheQ�aY. X I at page-- I----• Witness my
going in��tt ument was filed ra- in my fay Of
of 19Q1at�o'cloc'Rf'l , andatpaga is hand and sgal this
record at pagan _ 119
duly rec rded in y"
Witness MY hand and Seal th' day of
Circuli Clerk end
City Clerk and Ey-Officio Recorder
-offico Re dad I
By oe�p dy 'Clerk
1 44 " 1 "14
—�lVwnriMc ivy v�.a,T - sr _ .
I An -w of Indrice orial Des nal ul
K"msanca Industrial use Dpose of enl
-� Revenue Bands tar the purpose a pro 2 °Z<'^L' . ' wPPRovED:
viding permanent finandng Iw io� , , �.�m.;; Paui R. Naand :
dustrld facilitlas; authorizing Assistant May> }
ztttg ■ flet' ATTEST- t"='a'
apt bonds- tnW Wgafirst airy Vidanxaelld% ?'Je)s^,:.J;a.t:"F :r•
the Oesde; authorizing • Ord ski City CTenY�; • ':'�'Jf-�i-M?
pletrental lease and agreement bsD , (Seat) •-' v'1N.:a+ '.,�!':. - °':. .TATE of ARKANSAS l
ween the City a FayctttvllterAskao-• I. w err •" CTiRTIFICATE "' ' l} as.
position,WInas bas ; authassimorizing.Toa �I The undersigned. City Clerk a the County of Washington
authatdn. the City a Fayetteville, Arkansas. hereby
eels rithe therm: Iters ng and I ceradias that the laregoing ppaages are a
prescribing over sauna pertelningI Ina and perfect copy of starlit
nwrea; anddaelseing an amergF&Yetaa yy . may, ted at
Whereas. the City a FeyettevJM, Wop regular session a O__ A_
Arkansas (the "City"), is authorized �• City Cwneil a the City a Fayet DareDY certify (tut I
and empowered under the provisions teville, Arkansas, held at the regular km the Publisher of THE N6RJkWEiST ARKANSAS TIMES, a daily
of Act No. 9 of the Flat Extraadistan meeting place of the City at r:dD
' Session of the Sixtyiiechnd Gahere o clock p.m., on the lath day of June, 9ewepaper having a second Close mailing privilege, and being not lees than
Assembly of the Slate of Arkaaaa, &p 1981' and that the Ordinance a
rfont Pongee Of flue ColUmne each, published at B [tied place of business and at
i Proved January n, 1960. u amended record a Ordinsntt Record nook
J iva "Act"), to time revenue Dods Na—. at pose-, now in my pass- a fixed (daily) Intervals continuously In the City of Fayetteville, County of
and to expend the proceeds ua'°a mGiven under my hand and cal on Washington, Arkansas for more than a period of twelve months, circulated
finance the acquisition, construction
and equipment a land. buildings or Nimlathdaya]une, 1961. and distributed from an established Place of . bueinese to subscribers and
facilities which can be used In securing t ;�, ;t 4� : : Viviangattel
a developing incus City Clerk readers generally of all classes in the City & County for a definite price for
wham, the cl�lyy "ne, hvetaaa, (S`i11 � '' "A each copy, or a fixed price per annum, which price was Llxed at what is
Issued In Ipdusar Development Ins�-'-- ---_ .
g�a, Bads - W.asrep .rpa Proktt considered the value of the publication, based upon the news value and
Series 12 dated June 1, I9]9,rin tho' service value it contains, that at least fifty percent of the subscribers
principal amount of gxm,oze, fa the
purpose a fhuicing the cat a at'quu- _ thereto have paid cash for their subscriptions to the newspaper or its agents
.
ins. eauinicu'ng and - equipping e - or through recognised news dealers over a period of at least six mouths:
manufacturing plant at use City (the
.'Putt"), which is being leased to and and that the Said newspaper publishes an average of more than forty percent
u operated by Wartxm Tool Canpwa- news matter.
' don. an Ohio corporation ltbe "Can
WAneas. it is mnomN that
wua tilt I further certify that the legal notice hereto attached In the matter of
provide permanent Irnsrcmg, Wsayt
the issuance of reviews bads muter
the Act, of the cat of acquiriing, con
strutting and equipping certain addi-
tioonl industrial facilities (the -IPM
jeer("). as part a an
eipamion a ase
Pian(; end -
whereas, purvuiu 'to and .In ac- was published In the regular dally issue of said newspaper for
cordance with to provisions of the
Act, the City is now prepared to pro- consoontive insertions Be follows :
coed with financing the Project and to I
issue and sell 4750,000 in principal x 7cift 19�
amount a its Industrial Development The first insertion on. the day
Revenue Bads - Warren Tal Project
Sales 1991 (the "Bands"). a provide 18
suchfirurcing; and the second Insertion on the day of
� Whereas. CWte+ of the hereinaM
described Flat Supplemental Trust in19
denture, First Supplemental tease the third insertion on the . day Of
and Agreement and Bond Purchase
Am
Amement have been pmxnled to and T9
Now,beforethbmee: and the fourth Insertion on the dal Of
Nur, Therefore.
Be It f the Cit by
the Bard e, Directors a use city a 0 • d'`'��l^!�'v'
Fayetteville, Arkansas: t 1 W
Bettie hereby Thal ve iwame rf the tT��
Bads uissed In - ted. The Bads
seen mi issued in ' the form and .
m
nubeimaa
ti , ahauper
dated. stall
nuho
numbered, mature (overs period Sworn to and on Ibed beforO me on this
not to exceed thirty (a) years), &lull
leu interest at a rale or rata per an �) 1
mma and shall be subject to redemp I J / l✓i 19�y.y
fin prior to maturity all upon the
lthe Company
andoos retommeMM De
the Company aha to be set forth in the ',r•Q
First Suppkmentel Thant Indenture
I Bonds. authorized) securing von
Bads. a Notary public
I
Section9. That
the Bade sad a
The Seco Bat of Warren,
Warren. Ohio. and
Central National
Bank a Cleveland, Cleveland, Ohio My Commission Hzpiree: '
I (collectively. the "purchaser"1, for
the auraue Driee eemrtuDeMed by 1 1 \ \ !J
the ompanry end upon,,=Derided
and \ ` �-UI
conditions act forth in the Bad Pur-
cbaae Agreement a be entered Into
between the City and We Purchaser
(ase "Bond Purchase Agreement•).
The Bad Purchase '.Agreement - is Fees for Printing ,
. hereby approved in substantially the
I form submitted to this meeting. and
Use Maya is hereby author to con- Cost Of Proof ,•' / . . .
ter with the Purchaser and. Use can
unnyy io oder to completelbe Bad
- 1 .
WI Agreement, and to exeeva Tow
Arad deliver the same on behalf anal
City in substantially the form
raW
nted to s meting with wish
it
gungem n shut be approved by such .
persons executing the document, this
executim a co timw a iusive
avdeace aardrapprhval. _
Section a. Topreecribe the terms and _
conditions upon which the Bads area .
be executed• authenticated, issued, ac-
muted.
c,:opted. hold and secured, the Maya is
hereby authorized and directed to ex-
aaule and acknowledge a First Sup
plc emul That Indenture by and bet.
ween the City and a bank be bust tram-
pang which will as as Trustee
tameunder, dated as of the date of the
Bonds (the"Fhst Supplemental Indes,
hone"), and the City Clerk is hereby
Jauthorized and directed a execute and
acknowledge the First Supplemental
Indenture and to affix tae sal of the
City thereto, and ted Mayor and City
�ektWlr+tY°-roe lm the scall a M
Menture ad to w or ad City
==06:
=„M :a rMr.ldV,erMrW And
e ii�imzaa al�la:TlNrw The . .�
fret SupylemenW Indenture , is
emby approve", in aubstsntially the r.
win submitted to this mating, and '
.in Mayor Is hereby authorized In coo-
x with the Trustee, the Company ad
ne Purchaser in order In twmplele the
'hatgtmplernenlal Immune to
nhntarinly the form submitted to
ats meeting with such changes As
hall be approved by such persons es-
mrir.g the dorument. their execution
a constitute eonclnsive evidence of
ach approval. .
Secd tion s. That there be, athere is
Hereby authorized the eaemtim and
elivery of a First Supplemental Lusa
d Agrsement by and between the Ci-
y As Lessor, and the Company u
.once (tie "Flrl Supplemental Lease
lgreemenl"), ad the Mayor and City
:lerh be, and they are hereby,
mthrnsled to execute, acknowledge
id deliver the First Supplemental
.ease Agreement for and All behalf of
be City. The Fut So Len rnut I<ne
tgrecmenl is hereby spproved in
.ubstantlally Ile form an tied to
his rrreting with Ttcib thangns d
hall be apprmd by such pbnsons ex-
auW,f the document, their execution
o crosUtute cabcWsiVA evlderce of
:uch approval. .
amL.TbaLtheJWm• ad City
.`heck, for and on behalf off iheQty. be,
and they'ars hereby, aumaixd ad
liree4d in do any and all things
.toeeaury to effect the execution and
fetivery d the First Supplemental
Kase Agreement, the [lerforclance of
dl obSgations of the City uder fha
Fust Strip In Lease Agreemen4
he exexetim and delivery Of the Puri
iupplemenlal Idenlure, the per-
'o7nance a aU obtigsliau of the City
order ad pursuaat in the Pnrst Sup
Accra ltal Indenture, the i6tYnce, ex-
-, tioq agile and delivery of the Bods, -
id the performs Of all acol Of
whatever "turn termeary In Affect
id carry not theauthority conferred)y this Ordinance. That the MayyWorld
the City Clerk be, and they are IrsenyI
further authorized and directed, for
and on behalf of the City, to ertemle all
papas, documents. certdlcates and
Am instruments that may be m
adred for the carrOng out of such
authority or.lo evidence the exerdse
toned.
Section 6. That the City is hereby In-
volved with the acquiring. construct
ling And ",nipping of industrial
(&Meth, and pursuant to applimble
been of the State of Arkansas, 111-
eluding
o-eluding partimlarly -the Act, sem-
aetilive bidding is waived.
Section 7. Thal the City Cla'k is
hereby authorized and directed to file
in iha dficecithe CTty Clerk. as apsK
d the ma inutia the hic
meeting at wh
this Ordinance Is adoptedfor uopeo
tion by AM interested person a ruff of
the First Supplemer i Indeobae,
First Sopp cal lease Agreement
A d BoM �ml'urebeaa Agrmmmt and
such documents shall be on file for no-
spectioo by arty interested.
Section e. Thal the law firm of Fri-
day, Eldredge A Clark, Little Rock,
Arkansas, be appointed to aM As Bend
(bumel on behalf of the City in eauec
li® with the issuance ad sale Of the
Bads
Section 9. That the provisions Of this
Ordinance are Imeby declared m be
separable, and if any Meiimk phrase
or provision shall far any rescan be
daLred b be Invalid, such declara-
tion shall not affect the validity of the
remainder of the sections, Flowers and
provisions. .
Sectim .16. That all adln ( �&
resolutions ad parts tiered In m1-.
filet here* th arc hereby repealed m
the ex tent a such eoMlct.
Section 11. That then Is hereby
faced and declared to be an tnrmedlo to
need for the securing sed developing of
industry in order b provide employ-
ment " and payrolls, alleviate
ubemployroent and otherwise ben"fil
thepuhiic health, safel adwelfareof
the City, and the IMailants thereof,
and the Issuance of the Burda authoriz-
ed hereby and the taking of the other
action authorized 'meby aro im-
mediately n"cesaery for the ac-
complishng a tem public benefits
and purposes. It is. therefore, declared
that an emergency exists and this Or,
dautum heft necessary for the Inn-
mediate preservation of the public
puce, health and safety shall be in
farts ad effect immediately upon and
afteritspassage.
PASSED: June 16. 1911.