HomeMy WebLinkAbout94-79 RESOLUTION•
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RESOLUTION NO.
A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A BOND PURCHASE AGREEMENT WITH STEPHENS, INC. TO
FINANCE CONSTRUCTION OF A CONVENTION CENTER TO BE LEASED TO
THE UNIVERSITY OF ARKANSAS FOR CONTINUING EDUCATION PURPOSES.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
That the Mayor and City Clerk are hereby authorized and
directed to execute a bond purchase agreement with Stephens,
Inc. to finance construction of a convention center to be
leased to the University of Arkansas for Continuing Education
purposes. A copy of the bond purchase agreement authorized
for execution hereby is attached hereto, marked Exhibit "A"
and made a part hereof.
PASSED AND APPROVED this �'� day of
1979.
Vitt
;ATTEST•
k'srvi ' 14P ttiact
f
iCITY CIERX
77.6=s1 -
APPROVED: `
APPROVED:
MICROFILMED
DATE JAN 3 1980
REEL
CITY OF FAYETTEVILLE, ARKANSAS
CONTINUING EDUCATION CENTER
REVENUE BONDS
SERIES 1979
BOND PURCHASE AGREEMENT
City of Fayetteville,
City Hall
Fayetteville, Arkansas
Attention: Mayor
Gentlemen:
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1.
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tXHIBTT 'A I
The undersigned, Stephens Inc. (the "Purchasers")
of your Revenue Bonds specified below. Upon your acceptance,
evidenced by your execution hereof, this Bond Purchase Agree-
ment shall be in full force and effect in accordance with its
terms and shall be binding upon both the City and the Pur-
chasers.
1. Upon the terms and conditions and upon the basis of
the representations herein set forth, the Purchasers hereby agree
to purchase from the City and the City hereby agrees to sell to
the Purchasers all (but not less than all) of the $4,475,000
aggregate principal amount of its Continuing Education Center
Revenue Bonds, 1979 Series (the "Bonds"), to be dated October 1,
1979, at a purchase price of 90% of th
the principal amount
thereof, plus accrued interest thereon from October 1, 1979,
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to the date of Closing referred to in Section 5 hereof. The
effective interest rate for the Bonds shall not exceed 7 7/8%. The
Bonds shall mature annually, and interest on the Bonds shall be
payable semiannually as set forth in the attached schedule. The
Bonds shall be as described in, and shall be issued and secured
under and pursuant to a Trust Indenture to be dated: as of October 1,
1979 (the "Indenture"), between the City and a• trustee for the
holders of the Bonds (the "Trustee"), substantially in the form
approved by the City as of the date hereof, and will be payable
from moneys payable under a Lease and Agreement to be dated as of
October 1, 1979 (the "Lease Agreement"), between the City and The
Board of Trustees of the University of Arkansas (the "University"),'
substantially in the form approved by the City as of the date hereof.
The Bonds shall be subject to redemption prior to maturity, as
set forth in the Indenture.
2. When requested by us, you shall deliver or cause to
be delivered to us after acceptance hereof by the City copies of
an Official Statement of the City (the "Official Statement"),
signed on your behalf by the Mayor. You authorize the use of
copies of the Official Statement, the Indenture, and the Lease
Agreement in connection with the offering and sale of the Bonds.
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3.
the terms of
that we will
The Bonds will be offered by us only pursuant to
the Official Statement. We represent and warrant
offer the Bonds only in states where the offer and
sale of the Bonds are legal, either as exempt securities, as
exempt transactions, or as a result of dueregistration of the
Bonds for
that:
sale in any such state.
4. The City represents to and agrees with the Purchasers
(a) the
duly organized and
State of Arkansas,
in full compliance
City is and will be at the date of Closing
existing as a city of the first class of the.
authorized to issue the Bonds pursuant to and
with the Constitution and laws of the State of
Arkansas, particularly Act No. 380 of the Act of Arkansas of 1971,
as amended (the "Act");
(b) when delivered to and paid for by the Purchasers
at the Closing in accordance with the provisions of this Bond
Purchase Agreement, the Bonds will have been duly authorized,
executed,
valid and
with, and
authenticated, issued and delivered and will constitute
binding special obligations of the City in conformity
entitled to the benefit of security of, the Act, the
Indenture and the Lease Agreement; and
(c) the execution and delivery of this
Agreement, the Bonds, the Indenture and
compliance with the
constitute a breach
instrument to which
Bond Purchase
the Lease Agreement, and
provisions thereof, will not conflict with or
of or default under any agreement or other
the City is a party or any law, administrative
regulation, court order
subject.
or consent decree to which the City is
5. At
.m., Arkansas time, on
19 , or at such other time or on such earlier or later date as
we mutually agree upon (the "Closing"), you will deliver or cause
to be delivered to the Purchasers the Bonds in definitive form,
duly executed and authenticated, together with the other documents
hereinafter mentioned. The Purchasers will accept such delivery
and pay the purchase price thereof by certified or official bank
check to the order of the Trustee, for the account of the City.
6. The Purchasers have entered into this Bond Purchase
Agreement in reliance upon the representations and agreements of
the City herein and the performance by the City of its obligations
hereunder, both as of the date hereof and as of the date of
Closing. The Purchasers' obligations under this Bond Purchase
Agreement are and shall be subject to the following further
conditions:
(a) At the time of Closing, this Bond Purchase Agree-
ment, the Indenture, and the Lease Agreement shall be in
full force and effect as valid and binding agreements between the
various parties thereto and shall not have been amended, modified
or supplemented except as may have been agreed to by us, and you
shall have duly adopted and there shall be in full force and
effect such resolutions as, in the opinion of Friday, Eldredge &
Clark, Little Rock, Arkansas ("Bond Counsel") shall be necessary
in connection with the transactions contemplated hereby.
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(b) The Purchasers shall have the right to cancel
their obligation to purchase the Bonds if between the date hereof
and the Closing, (i) legislation shall have been enacted by the
Congress of the United States, or a decision shall have been
rendered by a court of the United States or the Tax Court of the
United States, or a ruling shall have been made or a regulation
shall have been proposed or made by the Treasury Department of
the United States or the Internal Revenue Service, with respect
to federal taxation upon revenues or other income of the general
character to be derived by the City or upon interest received on
obligations of the general character of the Bonds, which, in the
Purchasers' reasonable judgment, materially adversely affects the
market for the Bonds, or (ii) there shall exist any event which
in our reasonable opinion (A) either makes untrue orincorrect in
any material respect any statement or information contained in
the Official Statement or (B) is not reflected in the Official
Statement but should be reflected therein in order to make the.
statements and information contained therein not misleading in
any material respect, or (iii) there shall have occurred any new
outbreak of hostilities or other national or international calamity
or crisis, the effect of such outbreak, calamity or crisis on the
financial markets of the United States being such as, in our
reasonable judgment, would make it impracticable for the Purchasers
to sell the Bonds, or (iv) a general banking moratorium shall
have been declared by either federal or Arkansas authorities
having jurisdiction and be in force.
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(c) At or prior to the Closing, we shall receive the
following documents:
(1) (a) the approving opinion of Bond Counsel in
customary form, dated the date of Closing, approving the validity
of the Bonds, and (b) the opinion of counsel of the Company in
the form attached hereto as Exhibit B, in each case with such
changes in each such opinion as the Purchasers shall'approve;
(1) the approving opinion of Bond Counsel in
customary form, dated the date of Closing, approving the validity
of the Bonds;
(2) customary closing certificate in form and substance
satisfactory to the Purchasers and Bond Counsel; and
(3) such additional legal opinions, certificates, pro-
ceedings, instruments and other documents as the Purchasers or
Bond Counsel may reasonably request to evidence compliance by the
City with legal requirements, the truth and accuracy, as of the
time of Closing, of the representations herein and the due perfor-
mance or satisfaction by the City at or prior to such time of all
agreements then to be performed and all conditions then to be
satisfied by the City.
If the City shall be unable to satisfy the conditions
to the Purchasers' obligations contained in this Bond Purchase
Agreement or if the Purchasers' obligations shall be terminated
for any reason permitted by this Bond Purchase Agreement, this
Bond Purchase Agreement shall terminate and neither the Purchasers
nor the City shall have any further obligations hereunder.
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(4) After the Closing (a) the City will not adopt any
amendment of or supplement to the Official Statement to which we
shall object in writing or which shall be disapproved by counsel
for the Purchasers, and (b) if any event relating to or affecting
the City or the University shall occur as a result of which it is
necessary, in our opinion or in the opinion of counsel for the
Purchasers, to amend or supplement the Official Statement in
order to make the Official Statement not misleading in the light
of the circumstances existing at the time it is delivered to a
purchaser, the City will forthwith prepare and furnish to the
Purchasers a reasonable number of copies of an amendment
of or supplement to the Official Statement (in form and substance
satisfactory to counsel for the Purchasers) which will amend
or supplement the Official Statement so that it will not contain
an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances existing at the time the Official
Statement is delivered to a purchaser, not misleading.
(5) All expenses and costs of the City incident to the
performance of its obligations in connection with the authorization,
issuance and sale of the Bonds to the Purchasers, including,
without limitation, the Trustee's authentication fee, Bond and
Official Statement printing costs, and the fee and expenses of
Bond Counsel, shall be paid from the proceeds of the Bonds or by
the City. Except as indicated above, all expenses incurred by
the Purchasers shall be paid by the Purchasers.
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Any notice or other communication to be given to the
Purchasers under this Bond Purchase Agreement may be given by
delivering the same in writing at your address set forth above
and any such notice or other communication to be given to the
Purchasers may be given by delivering the same to:
Stephens Inc.
Stephens Building
Little Rock, Arkansas 72201
Attention: Ernest Butler
This Bond Purchase Agreement is made solely for the
benefit of the City and the Purchasers (including the successors
or assigns thereof) and no other person shall acquire or have
any right hereunder or by virtue hereof. All representations,
warranties and agreements of the City in this Bond Purchase
Agreement shall remain operative and in full force and effect re-
gardless of any investigation made by or on behalf of the Pur-
chasers and shall survive the delivery of and payment of the Bonds.
Accepted this
day of
October, 1979.
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OF.FAYETTEVILLE, ARKANSAS
By
•(, Mayor
kir-PST:
STEPHENS INC.
By
e, -27y
PCC( 1/li>cc7/.tiT
z
(title)
. ATM Boyd LoAdoN
:hi DATE:10/01/79
,-AMOUNT •4,475,000 . FAYETTEVILLE CONTINUING EDUCATION --CONVERTED
:DATE ' ` PRINCIF•AL COUPON: :': ':. INTEREST' : PAYMENT' TOTAL NEW IIEBT F'RIOR DEBT
4/01/80 170,843.12=- .170,843.12 ,
10/01/80 170,843-.122-- 170,843.12':' 1 341,686725..
4/01/81 170,843..12__. 170,843..12 . -
10/01/81 170,843..122 ...'170,843.12. •,341,686.25...
4/01/82 170,843;12 - 170,843.12.
10/01/82 170,843,12,. 170+843.12 • 341,686.25.
4/01/83 - 170,843.12.:.••170,843.12-
10101/83 1704843.12, =170,843.12'. • -341,686.:25::
4/01/84 170x843.22: 170,843'.12_. -.-
10/01/84 )--1-73510'001 i6:750X -$:'170,843112.-, .-205:843:12-`-'`376,686.15 •••
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4/01/85 1691661.87_ `t169,661:8•
10/01/85 '�
(;65� 400- :�; 6.801:17..7.;-;./169i661 .87 .:. '234+661.8 :..404+323,75 •
4/01/86"1.: • 167,451.87 167,451:97 ' •
10/01/869f-3 (3.904000" '6,900%..;.:'167,.451-.87:257,451.87 :424,903.75 • .•
4/01/87 164,346:87"•.-164,346.8T..-
10101/87,31-6C1I0'i000;- 7.0007..= ' 1...64i3464872-2- 274+346.871::.438,693.75
4/01/88 -• : ' 160,496.87 _ 160,496.87:
10/01/884/..”:26 0002- -,.-.7:1067..,e 2460,496.87g 42801496'.87: 440,993 .,75
4/01/89 • 156,236.87.'.:.' 156,236.87. • '''
10/01/89,r,-IC1125i000:•:•7.200.:�� .,
X' 156,23687 -..-281,236:87.. ;439 473,75.
4/01/90' " 1511736.87:.:..:.151,736.87
10/01/90/x0-1%' 35,000 .'..7:2501 ':151,736.87=•-!286r736.87.•":438,473.75. ..
4LOk/91- ",...14678.43:12-:•: 1460843.12: -
10/t1/912i-44.a454600 . 7.300X11' 146,843.12 291,843.12 '.438,686.25• •
4%01/92 141,550.620-.141,550.62 _•
10/01/92.164-',;1550.10007:.•:: 7.-4007.-74.4 _141',550:62-.=5291,550.62':::'.433,101.25- •
4/01/93- ^
136,000.62 , 136,000:62: . "
10I01/93/14.-"-' 1601000:- : 7.450%: i :136r000:621/2.:4=_296-1.000.62- .432,001;25.‘ .
4901/94 :. 'J. .130,040.62_:=, ,130.1040..62.....
10/01/94.2:4- 175,000.1.- 7,500%1':.. 430,040:62 30510.40.62'-' .;435081.-25.-
4/01/95 all..5?..
4351081.25 -
4/01/950'7'- - - • - ' 123,478.12.E *.-123,478.12
10t01-/95s:3.-'190i.000-:.77.-50.0Xh .'123,.478.12.0 ;--313,478.12- 436,956,25.
41/01/96300 , 116,353.12:_ 1-.116,35r:12.,
10/01/96201 200,000 ._.•":7 C500%::._..116,353.:12,-:.`3161353.12'. 4.432,.706'.25.';
4/01/973'&0 r . :.108,853.12.:7,: '..-
.- 108,853.12' '
10/01/973511- 220,000 :7:500%. "?. 108/853:12 328,8533.12':..437r706.•25
en
JL4: . • 100,603:12.:._ 1001603:12
1-0/001/982,15-_230,000-_7;875%". 1001603:12.-: 330,603,12H.'431i2_06.25.:-
4701/99 4.1-50- . ' - 91,546.87 .: - 91,546.87-..:.,•• • .
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10'•701/99 250100.0i.'. 7.875/.-. <91,546";97 , 341,546.87- 433,093.75
4/01/00 $80,- • 84,703.12.1 81,703.12 .
10/01/00 .7-;V! _ 275, 000 '7: 875%.` . T: ` 811703:12:C, 3561703.12 ...., , 438, 406:425:. �, .
4701/01 53 5 �• 70r875.00 70,875,00 -. -
10101/015•;! 300',000' :.7:875%Z "-:701875.00:.-.:;3700875.00' __-141,750..00_:,
4/017025°f=. . 59,063«5059x06.50.
10701/02ct(:,l325%.x
,000 . 7,875.' `59,062,50 •:.,-384,062-.50 . :‘• 443,125.00..
4/01/03!ana' • -46.,265.62_, 461265.62 _..
10/01/03 4„/✓'=350,000 7,875%:':. 46,265:62 Y396,265.62.•':.442,531,25
4/01/04 490 377484.37 32 -484.37" '
10/01/04'2,16,8251., 000 7.821/7.; `.32)484.37=:"'',857,a484,37`•'10 8941613.75
TOTALS 5154,475x000 .. 6,419,613.75.
COMB TOT. DE
341,'686.25
341,686.25
341,686.25
341,686.25::
376,686.25.
4041323.75'
424,903.-75.
438, 693:75 .:
440,993.15
437.473.75
438,473475:Z
438,686.25
433,101.25:;
432,001.25..
435;.081.25.:.
436,956.25
432,706.25
437,706.25':
431,206.25
433,093.75:1
438,406..25%
4411750,00:1
.443,125:00
442,531.25
889,968.75
10,894,613.75
11 E I R 7.7261%
BOND YEARS 83,090.0
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