HomeMy WebLinkAboutOrdinance 2772 1 _
F ILF U FOR RECORp
a 1981 NOY 16 AM 11 : 05
�. ORDINANCE NO . WA ALI IA Oil COUNTY. ARK.
CIRCUIT � MEYER
AN ORDINANCE AUTHORIZING THE ISSUANCE OF CLERK
INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE
PURPOSE OF PROVIDING PERMANENT FINANCING FOR
INDUSTRIAL FACILITIES ; AUTHORIZING A TRUST
INDENTURE SECURING THE BONDS ; AUTHORIZING A
LOAN AGREEMENT BETWEEN THE CITY OF
FAYETTEVILLE , ARKANSAS , AND ALLIS - CHALMERS
CORPORATION ; AUTHORIZING A MORTGAGE AND
SECURITY AGREEMENT BETWEEN ALLIS - CHALMERS
CORPORATION AND THE CITY OF FAYETTEVILLE ,
ARKANSAS ; AUTHORIZING THE SALE OF THE BONDS ;
AUTHORIZING AND PRESCRIBING OTHER MATTERS
PERTAINING THERETO ; AND DECLARING AN
EMERGENCY .
WHEREAS , the City of Fayetteville , Arkansas ( the
" Issuer " ) is authorized and empowered under the provisions of Act
v 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
l� make loans to assist in , the financing of land , building ,
vY 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
equippied at the Issuer for a manufacturing plant to be operated
by Allis-Chalmers Corporation , a Delaware corporation ( the
" Company " ) ; and
WHEREAS , pursuant to and in accordance with the
provisions of the Act , the Issuer is now prepared to proceed with
financing the Project and to issue and sell not more than
$ 6 , 000 , 000 in principal amount of its Industrial Development
Revenue Bonds ( Allis - Chalmers Project ) , Series 1981 ( the
" Bonds " ) , to provide such financing ; and
WHEREAS , copies of the hereinafter described Trust
Indenture , Loan Agreement and Mortgage and Security 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 sold to a purchaser as recommended
by the C&mpany , shall be issued in the forms 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 Trust Indenture ( hereinafter
authorized ) securing the Bonds . The Board of Directors shall
adopt a Confirming Resolution , which Resolution shall set forth
the purchase price for the Bonds , the designation of the Trustee
and Paying Agent for the Bonds , the terms of redemption prior to
maturity and such other details and matters as may be appropriate .
Section 2 . 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 Trust Indenture by and
between the Issuer and a bank or trust company which will act as
Trustee thereunder , dated as of the date of the Bonds ( 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 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 Indenture 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 3 . That there be , and there is hereby
authorized the execution and delivery of a Loan Agreement by and
between the Issuer , and the Company ( the " Agreement " ) , and the
Mayor and City Clerk be , and they are hereby , authorized to
execute , acknowledge and deliver the Agreement for and on behalf
of the Issuer . The 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 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 4 . That there be , and there is hereby
authorized the execution and delivery of a Mortgage and Security
Agreement by and between the Issuer and the Company ( the " Company
Debt Instrument " ) , and the Mayor and City Clerk be , and they are
hereby authorized to execute , acknowledge and deliver the Company
Debt Instrument for and on behalf of the Issuer . The Company Debt
Instrument 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 Company Debt Instrument 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 there be , and there is hereby
authorized , if required by the Company , the preparation and
distribution to various prospective and actual purchasers of the
Bonds of an Official Statement ( and preliminary official
statement ) , in the name of the City , describing the City , the
Bonds , the Indenture , the Lease Agreement , and setting forth such
other information as may be determined to be necessary or
desirable by the Purchaser and the Company . The Mayor is
authorized to execute such official statement on behalf of the
City .
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 Agreement , the performance of all
obligations of the Issuer under the Agreement , the execution and
delivery of the Indenture , the performance of all obligations of
the Issuer under and pursuant to the Indenture , the issuance ,
execution , sale and delivery of the Bonds , the execution and
delivery of the Company Debt Instrument , the performance of all
obligations of the issuer under and pursuant to the Company Debt
Instrument , 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 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 the Issuer 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 8 . 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 Indenture ,
Agreement , and Company Debt Instrument , and such documents shall
be on file for inspection by any interested person .
Section 9 . That the law firm of Friday , Eldredge &
Clark , Little Rock , Arkansas , be appointed to act as Bond Counsel
IZ5 ? T11
on behalf of the City in connection with the issuance and sale of
the Bonds .
Section 10 . 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 11 . That all ordinances , resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict .
Section 12 . 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 . nn
PASSED : 1981 .
APPROVE -
ATTEST :
Y � Mayor
'% ' C tyClerk
( !MAL ) ) i N
ti; N i
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 . X77 adopted at a
,( ,pQA � 0 AA ,� session of the Board of Directors of the City of
Fayetteville , Arkansas , held at the regular meeting place in the
City at '? : 30 o ' clock �� m . , on the day of
(�cyy�iiyl � 1981 , and that the Ordinance is of record in
Ordinance Record Book No . at page now in my
possession .
G/-IV- EN under my hand and seal on this day of
1981 .
r. . ( zQ w d2�
r t FAY. ... City Clerk
44,qq '
e�.:% ..
A do
CERTIFICATE OF. RECW
mate of Arkansas
City of Fayetteville SS
l yrio
. . Koettel, City Clerk and Ex 0Itere-
recotder City of Fayettetnlle
for the
by certify that the annexed or foregoing is
of retard in mY office and the same aP'
pears in Ordinance & Resolution book
Witness my.
�(1Lat Page Q dav o£
hand and seal thi19
City Clerk and $x Of icio Re n
CERTIFICATE OF RECORD
STATE OF ARKANSAS I
Washington county SS.
I, Alma L. Kollmaycr, Circuit Clerk and CX-Officio Recorder fc
Washington County, do hereby certify th=_t th^_ annexed or fore
going instrument was Qc---i for rcccrd in my fficc en the-' la,
of 1X1t l� a
C _h1 and the samo it
duly recorded in �8�J
recorr'�2 at pine-'
Witness my hand and sea this �j
day cf_J`�Q�j
Circuit Cleric aandd ) ��
-Officio Rec . 'ed
B
Deputy Clark
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EXCERPTS FROM MINUTES OF MEETING OF FAYETTEVILLE ,
ARKANSAS BOARD OF DIRECTORS , HELD NOVEMBER 3 , 1981
The Board of Directors of the City of Fayetteville , Arkansas ,
met in regular session at its regular meeting place in Fayetteville ,
Arkansas , at 7 : 30 o ' clock p . m . , on the 3rd day of November , 1981 .
There were present Mayor John Todd City Clerk
Vivian Koettel and Directors
Paul Noland , Rick Osborne , frank Sharp , Ron Bumpass , and Ann Henry
Absent : Ernest Lancaster
The Mayor announced that this was the time set for hearing
objections and suggestions concerning the issuance of Industrial
Development Revenue Bonds . The Mayor also stated that the notice of
the contemplated issuance of the Bonds and of the meeting on this
date for hearing objections and suggestions has been duly published
as required by law . He then called upon anyone present who desired
to do so to present objections and suggestions .
( Matters not relating to the Bonds are omitted . )
Mayo
ATTEST :
City Clerk
( SEAL )
i
CERTIFICATE
The undersigned , City Clerk of Fayetteville , Arkansas , hereby
certifies that the foregoing is a true and perfect copy of the minutes
of a meeting of the Board of Directors of Fayetteville , Arkansas , at
a regular session held at the regular meeting place of the Board of
Directors in the City , at 7 : 30 o ' clock p . m . , on the 3rd day of
November , 1981 .
GIVEN under my hand and the seal of the City this 3rd day of
November , 1981 .
City Clerk
( SEAL) . � /<