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ORD NO 08-1984 ORDINANCE NO. ti/r1 O AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING THE SALE OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT; PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLAR- ING AN EMERGENCY WHEREAS, pursuant to the Constitution and laws of the State of Arkansas, particularly 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 the City of Van Buren, Arkansas (the "City is authorized to carry out the public purposes described in the Act by issuing its industrial development revenue bonds to acquire, construct and equip industrial development facilities and use the revenues therefrom for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, there is a need to provide certain industrial development facilities, and the City has determined to issue industrial development revenue bonds, dated May 1, 1984, in the principal amount of $500,000 (the "Bonds and to use the proceeds thereof to finance costs of acquisition, con- struction and equipping a maintenance, repair and dis- tribution facility, warehouse and offices in Van Buren, Arkansas (the "Project and WHEREAS, the necessary arrangements have been made with CMSI Leasing Company, a Tennessee partnership (the "Compa- ny") to lease the Project to the Company pursuant to the terms of a Lease and Agreement subsequently identified 0 herein and referred to as the "Lease Agreement NOW, THEREFORE, BE IT RESOLVED by the City of Van Buren, Arkansas that: Section 1. There be, and there is hereby authorized and directed the following: (a) The issuance and sale forthwith of the Bonds in the principal amount of $500,000 to National Bank of Com- merce, Memphis, Tennessee, at a purchase price of 100% of the principal amount thereof pursuant to the recommendation of the Company and, if required in connection therewith, the execution by the Mayor and City Clerk of a Bond Purchase Agreement with such purchasers. (b) The execution and delivery of a Trust Indenture, between the City and National Bank of Commerce, Memphis, Tennessee (the "Trustee dated as of May 1, 1984 prescrib- ing the terms and conditions upon which the Bonds are to be secured, executed, authenticated, accepted and held, (the "Indenture (c) The execution and delivery of a Lease and Agree- ment between the City and the Company dated as of May 1, 1984, leasing the Project. (d) The acquiring, constructing and equipping of the Project, and in connection therewith, the execution of architectural, engineering, construction and other contracts or the acceptance of an assignment of any such contracts previously executed by the Company for acquiring, construct- ing and equipping of the Project; and 2 (e) The performance of all obligations of the City under the Lease Agreement pertaining to the acquiring, constructing and equipping of the Project and the perform- ance of all obligations of the City under the contracts referred to in this Section 1. Section 2. The Indenture, which constitutes and is hereby made a part of this Ordinance, is hereby approved in substantially the form filed with the City Clerk. The Lease Agreement, which constitutes and is hereby made a part of this Ordinance, is hereby approved in sub- stantially the form filed with the City Clerk. The Mayor is hereby authorized to confer with the Trustee in order to complete the documents described in Section 1 hereof with such changes as shall be approved by such persons executing the document; their execution to constitute conclusive evidence of such approval. Section 3. The Mayor and the 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, delivery and acceptance of all documents, con- tracts and agreements described in Section 1 hereof, the performance of all obligations of the City thereunder, the execution and delivery of the Bonds, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by such documents, agreements and contracts and by this Ordinance. The Mayor and City Clerk be, and they are hereby, further authorized and directed, for and on behalf of the City, to execute all 3 papers, documents, certificates and other instruments that e may be required for the carrying out of such authority or to evidence the exercise thereof. Section 4. The City Clerk is hereby authorized and directed to file in the City Clerk's office, as part of the minutes of the meeting at which this Ordinance is adopted, for inspection by any interested person a copy of the form of Indenture and Lease, which shall be on file for in- spection by any person. Section 5. The City is hereby involved with the acquiring, constructing and equipping of an industrial development project, requiring highly specialized work and specialized types of equipment, and, therefore, competitive bidding is waived. This action is taken by the City Council pursuant to applicable laws of the State of Arkansas. Section 6. The Mayor and City Clerk, for and on behalf of the City, be and they are hereby authorized and directed to take all action, and execute and file all documents, necessary to perfect an election to proceed under Section 103(b)(6)(D) of the Internal Revenue code of 1954, as amended, to the end of insuring that interest on the bonds is exempt from federal income taxes. Section 7. 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. 4 Section 8. There is hereby found and declared to be an immediate need for the securing and developing of industrial development facilities in order to provide such facilities to persons in the Van Buren area, 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 author- ized 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: Jllimc de 1984. APPROVE it ATTEST: 4/// Mayor Cit er (S E A L 5 CERTIFICATE The undersigned, City Clerk of the City of Van Buren, Arkansas, hereby certifies that the foregoing pages are a true rA correct copy of Ordinance of the City adopted on the day of ///�y 1984, and that the Ordinance is of record in the Ordinance Book of the City now in my pos- session. GIVEN under my hand and seal this T day of 1984. ity "C er (S E A L) 6