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ORD NO 08-1987 ORDINANCE NO.. /77/7 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE PURPOSE OF PROVIDING FINANCING FOR INDUSTRIAL FACILITIES; AUTHORIZING A FIRST SUPPLEMENTAL TRUST INDENTURE SECURING THE BONDS; AUTHORIZING A FIRST SUPPLEMENTAL LEASE AND AGREEMENT BETWEEN THE CITY OF VAN BUREN, ARKANSAS, AS LESSOR, AND SOUTHWESTERN GLASS COMPANY, INC., AS LESSEE; AUTHORIZING THE SALE OF THE BONDS AND THE EXECUTION OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Van Buren, 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 WHEREAS, the City has heretofore issued its Industrial Development Revenue Bonds Southwestern Glass Project, Series 1979, in the aggregate principal amount of $600,000, pursuant to an ordinance of the City and a Trust Indenture dated as of August 1, 1979, for the purpose of financing the acquiring, constructing and equipping of a manufacturing plant at the City (the "Plant and has leased the Plant pursuant to a Lease and Agreement between the City and Southwestern Glass Company, Inc., an Arkansas corporation (the "Company dated as of August 1, 1979; and WHEREAS, it is purposed that the City provide permanent financing, through the issuance of revenue bonds under the Act, of the costs of acquiring, constructing and equipping an expansion to the Plant consisting of buildings, improvements, machinery, equipment and facilities (the "Project and that the City lease the Project to the Company; and WHEREAS, pursuant to and in accordance with the provisions of the Act, the City is now prepared to proceed with the issuance and sale of $740,000 in principal amount of its Industrial Development Revenue Bonds Southwestern Glass Project, Series 1987 (the "Bonds to provide such financing; and 0 WHEREAS, the Company has advised the City Council that upon completion of the Project it expects to employ 22 additional persons at the Plant; and WHEREAS, copies of the hereinafter described First Supplemental Trust Indenture, Bond Purchase Agreement and First Supplemental Lease and Agreement have been presented to and are before this meeting; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Van Buren, Arkansas: Section 1. The City Council hereby finds that the acquiring, constructing and equipping of the Project, and the issuance of the Bonds to finance the same, will provide a substantial increase in employment and payrolls and will thereby secure and develop industry within the City. 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, and shall be subject to redemption prior to maturity all upon the terms and conditions to be set forth in the First Supplemental Trust Indenture (hereinafter authorized) securing the Bonds. The Bonds shall bear interest at the rates per annum and shall mature on June 1 in each of the years, as set forth in the following table: Year Principal Amount Interest Rate 1988 $40,000 6.125% 1989 45,000 6.375% 1990 45,000 6.625% 1991 50,000 6.750% 1992 55,000 7.125% 1993 55,000 7.375% 1994 60,000 7.500% 1995 65,000 7.750% 1996 70,000 7.875% 1997 80,000 8.000% 1998 85,000 8.125% 1999 90,000 8.250% Section 3. That the Bonds be sold to Powell Satterfield, Inc. Little Rock, Arkansas (the "Purchaser for the purchase price of 98% of par and upon the terms and conditions set forth in a 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 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 First Supplemental Trust Indenture by and between the City and City National Bank of Fort Smith, Fort Smith, Arkansas as Trustee, dated as of July 1, 1987 (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 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 the execution and delivery of a First Supplemental Lease and Agreement by and between the City and the Company, dated as of July 1, 1987 (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 6. That there be, and there is hereby, authorized the preparation and distribution to various prospective and actual purchasers of the Bonds of an Official Statement, in the name of the City, describing the City, the Bonds, the First Supplemental Indenture and the First Supplemental 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 7. 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 any 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, the execution and delivery of the Bond Purchase Agreement, the execution, delivery and distribution of an official statement, 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 8. 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 9. 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 Supplemental Indenture, Bond Purchase Agreement and First Supplemental Lease Agreement and such documents shall be on file for inspection by any interested person. Section 10. 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 11. 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. 1 1 Section 12. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. 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: 1987. APPRO• D: ATTEST: Ma ity Clerk' (SEAL) Zti CERTIFICATE The undersigned, City Clerk of the City of Van Buren, Arkansas, hereby certifies that the foregoing pages are a true and perfect copy of Ordinance No. S- /927, adopted at a,pa�. session of the City Council of the City of Van Buren, Arkansas, held at the regular meeting place in the City at 7:00 o'clock p.m. on the /S- day of 1987, and that the Ordinance is of record in Ord' ance Record Book No. at page now in my possession. GIVEN under my hand and seal on this g' day of 1987 Cit Clerk (SEAL);