ORD NO 16-1976 ORDINANCE NO. )10
AN ORDINANCE AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF VAN BUREN, ARKANSAS AND DIAMOND
SHAMROCK CORPORATION PERTAINING TO THE ISSUANCE
OF REVENUE BONDS FOR THE PERMANENT FINANCING OF
ALL OR PART OF INDUSTRIAL FACILITIES OR POLLUTION
CONTROL FACILITIES; AUTHORIZING OTHER MATTERS
RELATING THERETO; AND DECLARING AN EMERGENCY.
BE IT ORDAINED by the City Council of the City of Van Buren,
Arkansas:
Section 1. That the Mayor and City Clerk be, and they are hereby,
authorized for and on behalf of the City of Van Buren, Arkansas (the "City
to enter into an Agreement with Diamond Shamrock Corporation, a Delaware
corporation, in the form and with the contents hereinafter set forth and
made a part hereof, to wit:
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MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT is between the City of Van
9 Buren, Arkansas, party of the first part (hereinafter referred to as the
"Municipality and Diamond Shamrock Corporation, a Delaware corporation,
party of the second part (hereinafter referred to as the "Company
IN CONSIDERATION of the undertakings of the parties set forth herein
and the benefits to be derived therefrom and of other good and valuable
considerations, receipt of which is hereby acknowledged by the parties, the
Municipality and the Company AGREE:
1. Preliminary Statement. (a) The Municipality is a duly authorized
and existing city of the first class under the laws of the State of Arkansas and is
authorized by the laws of the State of Arkansas, including particularly Act No.
247 of 'the Acts of Arkansas of 1973 "Act 247 to issue revenue bonds for
financing the costs of acquiring, constructing and equipping solid waste,
sewage and pollution control facilities (as defined in and authorized by Act 247)
and to lease and /or sell the same for such rentals and payments and upon such
terms and conditions as the Municipality deems advisable.
(b) The Municipality is a duly authorized and existing city of the first
class under the laws of the State of Arkansas and is authorized by the laws of the
State of Arkansas, including 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 "Act 9 to issue revenue bonds for financing
costs of acquiring, constructing and equipping industrial facilities (as defined
in and authorized by Act 9) and to lease and /or sell the same for such rentals
and payments and upon such terms and conditions as the Municipality deems
advisable.
(c) In order to secure and develop industry and to control pollution in
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connection with the expansion of an existing industrial plant which will furnish
substantial employment and payrolls (in furtherance of the public purposes of
Act 247 and Act 9) iL is proposed that facilities for an expansion (consisting of
improvements, machinery and equipment) be acquired, constructed and equipped
(the "Industrial Facilities and that solid waste, sewage and pollution control
facilities (the "Pollution Control Facilities be acquired, constructed and equipped.
The Pollution Control Facilities are generally described on Exhibit A hereto.
(d) The Company has determined that it must obtain a commitment from
the Municipality that it will issue revenue bonds as follows under Act 247 and Act
9, or both, as the Company and the Municipality, upon advice of counsel, shall
deem appropriate and make the proceeds available for the permanent financing of
any part of the costs and expenses incurred in acquiring, constructing and
equipping the Industrial Facilities and the Pollution Control Facilities.
(e) The Municipality is willing to so commit and to proceed with
the issuance of such bonds as and when it deems it timely and advisable, in
principal amounts necessary to furnish such permanent financing subject to com-
pliance with all conditions set forth in Act 247 and Act 9, as the case may be.
(f) The Municipality considers that the acquiring, constructing and
equipping of the Industrial Facilities and the Pollution Control Facilities, and
the leasing or sale of all such facilities as are so financed to the Company, will
secure and develop industry and control pollution and thereby promote the general
health and economic welfare of the inhabitants of the Municipality and adjacent areas.
2. Undertakings on the Part of the Municipalit. Subject to the conditions
above stated, the Municipality agrees as follows:
(a) That when it deems it timely and advisable, it will authorize and take,
or cause to be taken, the necessary steps to issue bonds under Act 247 and under
Act 9, in the aggregate principal amount necessary to furnish the permanent
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financing of any part of the costs of accomplishing the Industrial Facilities and the
Pollution Control Facilities. In this regard, it is estimated at this time that the
Pollution Control Facilities will cost approximately $2,000,000. Thus,
(i) Pollution Control Facilities Revenue Bonds will be issued in said approximate
amount of $2,000,000 under Act 247 but the Municipality's commitment is
to issue bonds in the total principal amount necessary to accomplish the
Pollution Control Facilities, whether or not that total exceeds $2,000,000
and substantially all of the proceeds will be used for accomplishing the
Pollution Control Facilities and (ii) Industrial Development Revenue Bonds
will be issued under Act 9 in the principal amount of up to $1,000,000 as shall be
requested by the Company for accomplishing any part of the Industrial-Facilities.
References herein to "Bonds" shall mean all such Bonds even though there will
be separate issues as aforesaid.
(b) That it will, when it deems it timely and advisable and subject in all
respects to the recommendation and approval of the Company, have the Bonds
underwritten and will adopt, or cause to be adopted, such proceedings and authorize
the execution of such documents as may be necessary and advisable for the
authorization, sale and issuance of the Bonds, the acquiring, constructing and
equipping of the Industrial Facilities and the Pollution Control Facilities, as afore-
said, and for the leasing or sale thereof to the Company, all in conformity with
Act 247 and Act 9.as the case may be, and any other applicable federal and state
laws mutually satisfactory to the Municipality and the Company.
(c) That the aggregate basic rents or payments (i.e., the rents or
payments to be used to pay the principal of, premiums, if any, and interest on
the Bonds) payable under leases or sale agreements between the Municipality
and the Company, shall be sufficient to pay the principal of, premiums, if any, and
interest on the Bonds when due. The leases or sale agreements shall contain
such provisions as are necessary or desirable, consistent with the authority conferred
by Act 247 and Act 9, as the case may be.
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(d) That it will take or cause to be taken such other acts and adopt
such further proceedings as may be required to implement the aforesaid under-
takings or as it may deem appropriate in pursuance thereof.
3. Undertakings on the Part of the Company. Subject to the conditions
above stated, the Company agrees as follows:
(a) That it will cooperate with the Municipality in the sale and issuance
of the Bonds to the end of achieving timely and favorable marketing thereof.
(b) That it will enter into such leases, sale agreements or other
appropriate agreements with the Municipality under which the Company will obligate
itself to pay the Municipality rents or payments sufficient to pay the principal
of, premiums, if any, and interest on the Bonds when due and containing such
other provisions as are neces sary or desirable consistent with the authority
conferred by Act 247 and Act 9, as the case may be.
(c) That it will take such further action and adopt such further proceedings
as may be required to implement its aforesaid undertakings or as it may deem
appropriate in pursuance•thereof.
4. General Provisions.
(a) This Agreement and the ordinance of the City Council
authorizing it are intended as the official action toward the issuance of Pollution
Control Facilities Bonds required by IPS Regulations 1.103 -8(a) (5) in that the
authorizing ordinance has been adopted and this Agreement has been executed
prior to the commencement of the construction, reconstruction or acquisition of
the Pollution Control Facilities.
(b) This Agreement shall continue in full force and effect until the
Industrial Facilities and the Pollution Control Facilities and their financing by Bonds,
as herein specified, is accomplished, and in this regard it is understood that there
may he separate issues of Bonds, and separate series within a particular issue,
with different maturities, interest rates, redemption provisions and other details.
Page 5
In the case of each issue, and of each series, the Municipality will take
appropriate action by ordinance or resolution to sell and authorize the bonds
and to authorize and execute such agreements and documents as may be
0 determined necessary or desirable by the Municipality and the Company.
(c) With reference to any Industrial Facilities or Pollution Control
Facilities which are exempt from ad valorem taxes under Arkansas law by virtue
of their ownership by the Municipality, the Company agrees to pay, for distribution
to the ad valorem taxing authorities, payments in the same amounts as would be
paid if the Industrial Facilities or Pollution Control Facilities were not tax exempt.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement by 'their officers thereunto duly authorized as of the day of
1976.
CITY OF VAN BUREN, ARKANSAS
ATTEST: B l' _2 A
Ma yr
City Clerk
(SEAL)
DIAMOND SHAMROCK CORPORATION
By
ATTEST:
Vice President and Treasurer
(title)
Assistant Secretary
(title)
(SEAL)
EXHIBIT A
There will be acquired, constructed and installed necessary facilities
for eliminating or controlling of pollution and disposing of sewage and solid waste
in order to comply with all applicable federal and state requirements. While
there may be changes with regard to Pollution Control Facilities to be acquired,
constructed and installed due to technical advances, changed federal or state
requirements or for other reasons, the following is a general description of the
Pollution Control Facilities contemplated at this time:
Air Pollution Facilities
The installation of a general collection system for removing gaseous
matter and particulate from the air. The component parts are included, but
are not limited to, a vent system, fume incinerators, scrubbers, air flow
measurement system and all other related piping, duct work and equipment.
Water Pollution Facilities
The installation of a general collection system to remove solid
waste affluents from the waste water streams. The component parts will
include, but are not limited to, liquid waste evaporators, recovery systems,
storage tanks, sumps, diking, flow measurement systems and all other related
piping and equipment.
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Section 2. That the Mayor and City Clerk be, and they are hereby,
authorized and directed to take all action necessary to perform all obligations
and realize all rights of the City set forth in the foregoing Agreement and to execute
all documents necessary to carry out the authority conferred by this Ordinance
to evidence the exercise thereof.
Section 3. Tha t the provisions of this Ordinance are hereby declared
to be severable, 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 4. That all ordinances, resolutions and parts thereof in
conflict herewith are hereby repealed to .the extent of such conflict.
Section 5. That there is hereby found and declared to be an immediate
need for the securing and developing of industry in order to provide additional
employment and increased 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 health, safety and welfare shall be in force and effect immediately upon
and after its passage.
alyta PASSED:Q D 1976.
APPROVED:
inn i
Ma •r
ATTEST:
SG T/
City Ci'erk
(SEAL)
CERTIFICATE
The undersigned; City Clerk of the City of Van Buren, Arkansas,
hereby certifies that the foregoing pages are a true and compared copy of
an Ordinance passed at a -Spec j� 1 session of the City Council of
the City held at the regular meeting place of the Council in the City at
�;30 P .m. on the -O day of G 1976, and that said
Ordinance is of record in Ordinance Record Book No. X at Page
5 now in my possession.
GIVEN under my hand and the seal of the City this a b day
of G- -"Ulu- 1976.
CITY CLERK
(SEAL)
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