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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.