ORD NO 40-1979 Y
ORDINANCE NO. SD /917
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; AUTHORIZ-
ING A LEASE AND AGREEMENT BETWEEN THE CITY OF
VAN BUREN, ARKANSAS, AS LESSOR, AND BIG D W
REFINING AND SOLVENTS CO., 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 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, 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, improve-
ments, machinery, equipment and facilities (the "Project and
that the City lease the Project to Big D W Refining and Solvents
Co., 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, 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 $3,000,000 in principal amount of its
Industrial Development Revenue Bonds Big D W Project, Series 1979
(the "Bonds to provide such financing; and
WHEREAS, copies of the hereinafter described Trust Indenture
and 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
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) years), shall bear interest (at
a rate or rates not to exceed ten precent (10 per annum), 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 will be sold to the purchaser
or purchasers for the purchase price recommended by the Company.
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 or purchasers 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 be-
tween 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 substantially in the form submitted to this meeting,
and the Mayor is hereby authorized to confer with the Company,
the Trustee and the purchaser or purchasers 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 preparation and distribution to various prospective and actual
purchasers of the Bonds of an official statement (and premilinary
official statement), in the name of the City, describing the City,
the Bonds, the Indenture, the Lease Agreement, and setting forth
such other information as may be determined to be necessary or
desirable by the purchaser or purchasers and the Company. The Mayor
is authorized to execute such official statement on behalf of the
City.
Section 6. That 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 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,
delivery and distribution of an official statement, and the
S performance of all acts of whatever nature necessary to effect
and carry out the authority conferred by this Ordinance. That
the Mayor and the 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, in-
cluding 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
and Lease Agreement, 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.
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 unemploy-
ment 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: December 6, 1979.
APPROVED:
ATTEST:
_It! Clerk.
(SEAL)
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. /Q. /77, adopted at a special
meeting of the City Council of the City of Van Buren, Arkansas,
held at the regular meeting place in the City at 12:00 o'clock
noon, on the 6th day of December, 1979, and that the Ordinance
is of record in Ordinance Record Book No. 3 at page Sb'
now in my possession.
GIVEN under my hand and seal on this 6th day of December,
1979.
ty Clerk
(SEAL)