ORD NO 01-1983 0
ORDINANCE NO. /-/7g3
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE
PURPOSE OF PROVIDING PERMANENT FINANCING FOR
INDUSTRIAL FACILITIES; AUTHORIZING A TRUST
INDENTURE SECURING THE BONDS; AUTHORIZING A
LEASE AND AGREEMENT BETWEEN THE CITY OF VAN
BUREN, ARKANSAS, AS LESSOR, AND WESTERN
ARKANSAS EXPORT ELEVATOR, INC., AS LESSEE;
AUTHORIZING THE SALE OF THE BONDS;
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 Extracrdinary 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, it is proposed that the City provide permanent
financing, through the issuance of revenue bonds under the Act, of
the costs of acquiring, constructing and equipping certain
industrial facilities consisting of lands, buildings,
improvements, machinery, equipment and facilities (the
"Project and that the City lease the Project to Western
Arkansas Export Elevator, Inc., an Arkansas 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, the Company is a subsidiary•of Guthrie Cotton
Oil' Co., an`Oklahoma corporation (the "Guarantor
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 $1,750,000 in
principal. amount of its Industrial Development Revenue Bonds
Western Arkansas Export Elevator Project, Series 1983 (the
"Bonds to provide such financing; and
WHEREAS, copies of the hereinafter described Trust
Indenture, Lease and Agreement and Lease Guaranty 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:
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Section 1. That the issuance of the Bonds is hereby
authorized. The Bonds shall be issued in the forms and denomina-
tions, shall be dated, shall be numbered, shall mature (over a
period not to exceed thirty (30) veers), shall bear interest at
such 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 2. That the Bonds be sold to Mercantile
National Sank at Dallas, Dallas, Texas (the "Purchaser"), for the
purchase price of par.
Section 3. 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, dated as of the date of the Bonds (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, the
Company and the Purchaser 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.
Section 4. 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, the Trustee and the Purchaser 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 5. That there be, and there is hereby,
authorized the execution and delivery of a Lease Guaranty by and
among the Guarantor, the Trustee and the City (the "Lease
Guaranty and the Mayor and City Clerk be, and they are hereby,
authorized to execute, acknowledge and deliver the Lease Guaranty
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for and on behalf of the City. The Lease Guaranty is hereby
approved in substantially the form submitted to this meeting, and
the Mayor is hereby authorized to confer with the Company, the
Trustee aIld the Purchaser in order to cO7YP�'.° _.e u'
e Gare
v
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
all obligations of the City under the Lease Agreement, the
execution and delivery of the indenture, the performance of all
obligations of the City under and pursuant to the Indenture, the
issuance, execution, sale and delivery of the Bonds, the execution
and delivery of the Lease Guaranty 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, Lease
Agreement, and Lease Guaranty 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
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.
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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
unemplovm.ent and otherwise benefit the public health, safety and
welfare of the City and the inhaiitants 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.
l'At P ASSED: Ye
2 -2 1983.
Ap' iii :ni
f
ATTTEE ST.
Mayor
Crty.Clerx
(SEAL)
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CERTIFICATE
The undersigned, City Clerk of the City of Van Buren,
Arkansas, hereby certifies that the foregoing naaes are a true and
perfect copy of Ordinance No. -/9g3, adopted at a session
of the City Council of the City of Van Buren, Arkansa held at the
regular meeting lace in the City at ,Z o'clock p.m., on the
.2 7day of 1983, and that the Ordin nce is of
record in Ordi nce Reco d Book No. at page now
in my possession.
GIVEN under my hand and seal on this .2$- day of
1983. ie
City Clerk
(SEAL),