ORD NO 24-1984 ORDINANCE NO. 0V- iCfy
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 STAPLETON
CORPORATION 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 Stapleton Project, Series 1980, in
the aggregate principal amount of $300,000, pursuant to an
ordinance of the City and a Trust Indenture dated as of
November 1, 1980, 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 Stapleton Corporation, an
Arkansas corporation (the "Company dated as of November 1,
1980; 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 $410,000 in principal amount of its
Industrial Development Revenue Bonds Stapleton Project, Series
1984 (the "Bonds to provide such financing; and
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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. That the issuance of the Bonds is hereby
approved to finance the following Project:
(a) The Project to be financed is the acquisition,
construction and equipment of an expansion of the Stapleton
Plant located at 517 South 28th Street in the Van Buren
Industrial Park in the City. The expansion consists of the
construction of a 25,000 square foot addition to the north end
of the plant, the construction of a truck well and dock with
seven access doors, and the purchase and installation of
machinery and equipment. The Project will be utilized by the
Company for the manufacture of attic stairways.
(b) The maximum aggregate face amount of Bonds to be
issued with respect to the Project is $410,000.
(c) 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 as
due on the Bonds.
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 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 First Supplemental Trust Indenture
(hereinafter authorized) securing the Bonds.
Section 3. That the Bonds be sold to Powell
Satterfield, Inc. Little Rock, Arkansas (the "Purchaser for
the purchase price of 96.5% 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
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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 among the City, The City National Bank of Fort
Smith, Fort Smith, Arkansas and The State First National Bank of
Texarkana, Texarkana, Arkansas, as Trustees, dated as of the
date of the Bonds (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
Trustees. 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 Trustees, 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 (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 Trustees 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.
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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.
Section 12. That all ordinances, resolutions and
parts thereof in conflict herewith are hereby repealed to the
extent of such conflict.
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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: aCT /-1/ 1984.
APPROV
ATTEST:
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Mayor
s
ty Clerk- d' if—.
lerk
(SEAL)
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1..
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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.a 9- /9l y, adopted at a regular
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 15th day of October, 1984, and that the Ordinance
is of record in Ordinance Record Book No. at page
S 3 now in my possession.
GIVEN under my hand and seal on this day of
October, 1984.
City Clerk
SE_AL
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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 No4Z9- /2 Y, adopted at a regular
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 15th day of October, 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
y /(2 day of
October, 1984.
City Clerk
(SEAL)
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