HomeMy WebLinkAboutOrdinance 3050 FILED
FOR RECORD
14 DEC 17 Pn 3 17
ORD I�]ANCILME OCi 50 WASHINGTON COUNTY AR
AN ORDINANCE AUTTH�CO,RRIZING THE ISSUANdEf MADPOLLMEYER
INDUSTRIAL DEVELOPMENT REVENUE BONDS FOXITESITCLERK
PURPOSE OF PROVIDING PERMANENT FINANCING FOR ^ •
INDUSTRIAL FACILITIES ; AUTHORIZING A TRUST
INDENTURE SECURING THE BONDS ; AUTHORIZING A
LEASE AND AGREEMENT BETWEEN THE CITY OF
FAYETTEVILLE , ARKANSAS , AS LESSOR , AND
BALDWIN PIANO & ORGAN COMPANY , AS LESSEE ;
AUTHORIZING THE SALE OF THE BONDS ;
AUTHORIZING AND PRESCRIBING OTHER MATTERS
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 ,
constructing and equipment of land , buildings or facilities
which can be used in securing or developing industry ; and
WHEREAS , it is proposed that the City provide
permanent financing , through the issuance of revenue bonds under
the Act , of the costs of the acquisition of industrial
facilities and the acquisition and installation of equipment
( the " Project " ) , and that the City lease the Project to Baldwin
Piano & Organ Company , a Delaware corporation ( the " Company " ) ,
as part of an industrial plant to be operated by the Company ( or
its successors or assigns ) at the City ; 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 $ 2 , 150 , 000 in
principal amount of its Industrial Development Revenue Bonds -
Baldwin Project , Series 1984 ( the " Bonds " ) , to provide such
financing ; and
WHEREAS , copies of the hereinafter described Trust
Indenture and Lease and 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
approved to finance the following Project :
BOOK 1126PA 69
( a ) The Project to be financed is the acquisition
of industrial facilities and the acquisition and
installation of equipment for the manufacturing of
pianos or components therefor .
( b ) The maximum aggregate face amount of bonds
to be issued with respect to the Project is
$ 2 , 150 , 000 .
( c ) The initial owner and/or operator of the
Project will be Baldwin Piano & Organ Company , a
Delaware corporation ( formerly BPO Acquisition Corp . ) .
The Project will be owned by the City and leased to
the Company for lease rentals sufficient to provide
for the payment of the principal of , premium , if any ,
and interest on the bonds , as due .
( d ) The proposed location of the Project is 1101 .
Beachwood Avenue , Fayetteville , Arkansas 72701 .
Section 2 . That the issuance of the Bonds is hereby
authorized . The Bonds 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 ) 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 .
Section 3 . That the Bonds be sold to Deposit Guaranty
National Bank , Jackson , Mississippi ( the " Purchaser " ) , for the
purchase price recommended by the Company .
Section 4 . That 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 City and a bank or trust company which will act as
Trustee thereunder ( 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 is hereby approved in substantially the
form submitted to this meeting , and the Mayor is hereby
authorized to confer with the Trustee and the Company 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 .
BOOK1126PAGE / , O
Section 5 . That there be , and there is hereby
authorized the execution and delivery of a Lease and Agreement
by and between the City as Lessor , and the Company as Lessee
( the " Lease Agreement " ) , and the Mayor and City Clerk be , and
they are hereby , authorized to execute , acknowledge and deliver
the Lease Agreement for and on behalf of the City . The Lease
Agreement is hereby approved in substantially the form submitted
to this meeting , and the Mayor is hereby authorized to confer
with the Company and the Trustee in order to complete the 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 6 . 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 Lease Agreement , the performance
of any obligations of the City under the Lease Agreement , the
execution and delivery of the Indenture , the performance of any
obligations of the City under and pursuant to the 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 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 7 . 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 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 and Lease Agreement , 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 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
BOOK 1t.ZbPAGE 1ry11
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 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 : December 4 , 1984 .
APPV�ATTE T : � /
Gly a y ]:
ityC • k
....--(,SEAL )
f AYF
v
I �
or ,
r t i
BOOK II26 PAGEM.
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 . 3050 ,
adopted at a regular session of the Board of Directors of the
City of Fayetteville , Arkansas , held at the regular meeting
place in the City at 7 : 30 o ' clock p . m . , on the 4th day of
December , 1984 , and that the Ordinance is of record in Ordinance
Record Book No . at page , now in my possession .
GIVEN under my hand and seal on this 4th day of
December , 1984 .
Cit erkrk
p _
( SEAL )
CERTIFICATE OF RECORD
State of Arkansas
City of Fayetteviile ( SS
I. Suzanne C. Kennedy, City Clerk and
Ex-Officio recorder for the City of Fayetteville,
do hereby certify that the annexed or fore-
going is of record in my office and the same ap-
Pears in Ordinance & Resolution book
--at Page—.I.... Witness my
hand andthi ay of
19
C� .
City lerk and Es icio Record
CERTIFICATE OF RECORD
STATE OF ARKANSAS I SS.
Washington County I
1, Alma L. Kollmeyer, Circuit Clerk and Ex-Officio Recorder for
Washington County, do hereby certify that the annexed
f 9�. gore•
goin ruent was1filedfo�� rd in meay
o 'cloc oM,
and the same is
duly recorded in record_ pag
t e
Witness my hand and seal this da 19a _ 1 26 773
Circuit Clerk and
By�Off S Recorded
C1 .u!r:..}..
Mississippi ( the ' ' Pur -
Chaser"), for the purchase
price recommended by the
Company,
SectiOn ,4., That t0 prescribe '
the terms and conditions upon
which the Bontls are to be ex.
ecuted, authenticated, issued,
accepted, held and secured, the STATE Of ARKANSAS 1I
Mayor . . ls hereby authorized y 89.
and directed to execute and 11
acknowledge a Trust Indenture County of Washington
by and between fhe�CifY and a
bank or, trust company .which �,�,/
Legal Notices will act,as Trustee 11 RTI@unolk J
ORDINANCE NO. 7050 ane • Wenture" ), and the' cL+a 1, ' p 'a's' v hereby certify that I
AN ORDINANCE AO. 3050 Z ' ty Clerk' s: lierepy. authorized"� am the publisher of THE NORTHWE ARKANSAS TIMES, a daily newspaper
ING THE ISSUANCE HO IN. and dyectetl to execute and. .
acknowledge the Indenture and having a second class mailing privilege. and being not less than four pages of
OUSTRIAL DEVELOPMENT to affix The sealOf the City five columns each, published at a fixed place of business and at a fixed (daily)
REVENUE BONDS FOR THE thereto, and the Mayor and Cl
PURPOSE OF PROVIDING ty Clerk are hereby authorized intervals continuously in the City of Fayetteville, County of Washington, Arkansas
PERMANENT FINANCING and directed to cause the In for more than a period of twelve months, circulated and distributed from an
T TOE 5 INA U TTRI RIZFN C CILA denture to be accepted, eft• established place of business to subscribers and readers generally of all classes
ecuted,.and- acknowledged by
TRUST I N D E N T V R E .
the Trustee., The Indenture Is in the City and County for a definite price for each copy, or a fixed price per
SECURING THE BONDS ; hereby approved .'id substan• annum, which price was fixed at what is considered the value of the publication,
AUTHORIZING A "LEASE tiaily; the' )aim submitted' t -
AND AGREEMENT BE this meeting, and Thai Mayor is based upon the news value and service value it contains, that at least fifty percent
TWEEN THE (CITY OF hereby authorized! 't0 confer of the subscribers thereto have paid cash for their subscriptions to the newspaper
FAYETTEVILLE , ARKAN- with the Trustee and the Comte
SAS , AS LESSOR , AND pang Inorder ta20mplete the or its agents or through recognized news dealers over a period of at least six
BALDWIN PIANO & ORGAN Indenture -16 substantially the months; and that the said newspaper publishes an average of more than forty
COMPANY , AS LESSEE ; form submitted to this meetingpercent news matter.
AUTHORIZING THE SALE with such changes as shall be
OF THE BONDS; AUTHORIZ* approved by such personk ex-
ING AND PRESCRIBING ecuting the tlocument, 'their I further certify that the legal notice hereto attached in the matter Of
OTHER MATTERS PER execution to constitute coo-
TAINING THERETO; AND elusive evidence Of such ;ap:
D E C L A R I N G A N provaf.
EMERGENCY. Section S. That there be, end.; hL,4�t �� �/ (,4 J j
WHEREAS. the City of There Is hereby authorizetl the --
Fayetteville, Arkansas (the execution and delivery` of a
"City") , is authorized and em- Lease and Agreement by and wasre ublished in the ular daily issue of said newspaper for
powered untler the provisions between the City as Lessor, p g
Of ACT NO. 9 Of the First Ek- and the Company as Lessee consecutive insertions as follows:
traordinary Session of the Six. (the "Lease Agreement"), and
ty Second General Assembly Of the Mayor and City Clerk be, ( ,
Ine State of Arkansas, approv. and they are hereby, authoriz' The first insertion on the day of Cie _4411 19
ed January 21, 1960. as amend. ed to execute, acknowledge
ed (the "Act"), to issue reve- and deliver the Lease Agree.
nue bonds and to expend the meet for and On behalf of the the second insertion on the day of 19
proceeds thereof 10 finance the City. The Lease Agreement Is
acquisition, constructing and hereby approved in substan the third Insertion On the day of 19
equipment of land, buildings or tiany the form submitted to }
facilities which can be used in this meeting, and the Mayor is
securing or developing in hereby authorized to confer and the fourth insertion on day Of 19
dustry; and with the Company ' and the -/��
WHEREAS, it is proposed Trustees in order to complete
that the City provide perms the Lease Agreement in �"" ° • ��
nent financing, through the IS- substantially the form submit
nuance of revenue bonds under ted to this meeting with such
the Act, of the costs of the ac s Changes as shall be approved Sworn 10 and Subscribed before me On this day Of
quisition of industrial facilities by such persons executing the
and the acquisition and in- document, their execution to 1
stallation of equipment (the constitute conclusive evidence L�K2.GLt 19 rr' �
�
' Project"), and that the City of suon approval. , +�
lease the Project to Baldwin Section 6. That the Mayor
Piano IT. Organ Company, a and City Clerk, for and onDelaware corporation corporation (the behalf of the City. be, and They
"Company"), as part of an in' are hereby, authorized . and otary ublic
tlustrial plant t0 be operated by directed to do any and all
the Company (or its successors things necessary to, effect the M.N. Commission Expires:
or assigns) at the City; and execution and delivery of the
WHEREAS, pursuant To and Lease Agreement, the perfor-
in accordance with the provi. mance of any obligations of the
sions of the Act, the City is now City under the Lease Agree
prepared to proceed with fi- meet, the execution and
nancing the Project and to delivery of the Indenture, the
issue and sell 52,150,000 in prim performance of any obligations
cipal amount of its Industrial of '
the City under and pursuant
Development Revenue Bonds - to the Indenture, the issuance, �xL'C V
Baldwin Project, Series 1984 execution, sale and delivery of Fees f01' PI'l olio(; . . . ) °_ _.... _. . . -. .-_._.
(the " Bonds"), to provide Such the Bonds, and the perfor-
financing; and mance of all acts of whatever
WHEREAS, copies of the nature necessary to effect and COSI of Proof _.._. J
hereinafter described Trust carry out the authority confer-
Indenture and Lease and red by this Ordinance. That the
Agreement have been pres Mayor and City Clerk bt/ and
ented to and are before this they are hereby, (yyrther
meeting; I authorized and direcfed for
NOW THEREFORE, BE IT and on behalf of the City, TO ex
ORDAINED by the Board of ecute all papers, documents,
^ Directors of the City of Fayet certificates and other instru-
leville, Arkansas: mens hiat'may be required for
Section 1 . Thai the issuance the carrying out of such
of The Bonds is hereby aPProv' authority or to evidence the ex-
ed tofinance the following Fro ercisethereof.
iect : Section 7. That the City is
(a) The Project to be fi' hereby involved with the ac
nanced is the acquisition Of in- quiring, constructing and
tlustrial facilities and the ac' equipping of industrial facili
quisition and installation of ties, and pursuant to applicable
equipment for the manufactur-' laws of the State of Arkansas,
ing of pianos Or components including.particularly the Act,
therefor. competitive bidding iswajved.
(b) The maximum aggregate Section 8. That the City Clerk
face amount of 'bonds to be is hereby authorized and
issued with respect to the Pro directed to file in the office of
iect is S2, 150.000. the City Clerk, as a part of the
(C) The initial owner and / or minutes of the meeting at
Operator of the Project will De which this Ordinance is
Baldwin Piano IT. Organ Com- adopted, for inspection by any
pany, a Delaware corporation interested person a copy of the
(formerly BPO Acquisition Indenture and Lease Agree.
Corp. ) . The Project will be mens, and such documents
owned by the City and leased TO shall be on file for inspection by
the Company for lease rentals any interested person.
sufficient to Provide for the Section 9. That the law firm
payment hof the principal of, of Friday, Eldredge & Clark,
premium'}i if any, and interest Little Rock, Arkansas, be ap.
onthebonds, asdue, pointed to act as Bond Counsel
(d) The proposed location of on behalf of the City In connec.
the Project is 1101 BebChwoOtl tion with the issuance and sale
Avenue, Fayetteville, Arkan- of the Bonds:
sas 72701 . Section 10. That the provi-
Section 2. That the issuance sions Of this Ordinance are
of the Bonds is hereby hereby declared to be separa .
authorized. The Bonds shall be ble, and if any section, phrase
issued in the forms and or .provision shall for any
denominations. shall be dated, reason be declared to be inval-
shall be numbered, shall id, such declaration shall not
mature (over a period not to affect the validity of the re
exceed thirty (30) years), shall maindef of the sections,
bear interest (at a rate or phrases and provisions.
rates) and shall be subject to Section 11. That all ordi-
redemption prior to maturity nances, resolutions and parts
all upon the terms and condi thereof in conflict herewith are
tions recommended by the hereby repealed to the extent
Company and to be set forth in of such conflict. '
the . Trust Indenture Section 12. That there is
(hereinafter authorized) secur' hereby found and declared to
ing the Bonds. be an immediate need for the
Section 9. That the Bonds be securing and developing of in
saki 10 Deposit Guaranty Na- dustry in order to provide
tional Bank . Jackson . 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 nereby are im-
mediately necessary for the
accomplishing of these public
benefits and purposes. It is,
therefore, declared that an
emergency exists and this Or
dinance being necessary for
the immediate preservation of
the public peace, health and
safety shall be in force and of
feet Immediately upon and
after itspassage,
PASSED : December 4, 1984
APPROVED:
PAUL R. NOLAND
Mayor
ATTEST :
Suzanne Kennedy
city Clerk
(SEAL ) . . . . . _ .
