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HomeMy WebLinkAbout1992-03-01 ORDINANCE NO. 92-3-1 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 BATESVILLE, ARKANSAS AND CONCORD SPECIALTY CORPORATION; 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 Batesville, Arkansas (the "City") , is authorized and empowered under the provisions of Title 14, Chapter 164 , Subchapter 2 of the Arkansas Code of 1987 Annotated (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 issue its revenue bonds under the Act, for the purpose of financing the cost of acquiring, renovating, and equipping certain industrial facilities located within the boundaries of the City (the "Project") , and that the City lease the Project to Concord Specialty Corporation, an Arkansas corporation (the "Company") ; and WHEREAS, pursuant to and in accordance with applicable provisions of Arkansas law and Section 147 (f) of the Internal Revenue Code of 1986, as amended (the "Code") , a public hearing was held prior to the passage and approval of this Ordinance before the City Council on the question of the issuance of such revenue bonds under the Act; and WHEREAS, after due consideration, the City is now prepared to proceed with financing the Project and, at the request of the Company, to issue and sell $705, 000 in principal amount of its Industrial Development Revenue Bonds - Concord Specialty Corporation Project, Series 1992 (the "Bonds") , to provide such financing; and WHEREAS, copies of the hereinafter described Bond Purchase Agreement, 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 Batesville, Arkansas: Section 1 . The City hereby finds that the acquiring, renovating, constructing and equipping of the Project, and the issuance of the Bonds to finance the same, will provide substantial employment and payrolls and will thereby secure and develop industry at the City and surrounding area. Section 2 . That the issuance of the Bonds are hereby authorized. The Bonds shall be issued in the forms and de- nominations, shall be dated, shall be numbered, and shall be subject to redemption prior to maturity all upon the terms and conditions recommended by the Company and set forth in the Trust Indenture (hereinafter authorized) securing the Bonds . The Bonds shall bear interest at the rates per annum, and shall mature in each of the years, as set forth in the following schedule: Year Principal Amount Interest Rate 1993 $ 30 , 000 4 . 00% 1994 35 , 000 4 . 40 1995 35, 000 4 . 75 1996 35, 000 5 . 20 1997 40, 000 5 . 40 C1998 40, 000 5 . 60 1999 40, 000 5 . 80 2000 45 , 000 6 . 00 2001 50, 000 6 . 20 2002 50, 000 6 . 40 2003 55, 000 6 . 50 2004 55, 000 6 . 60 2005 60, 000 6 . 70 2006 65, 000 6 . 75 2007 70, 000 6 . 75 Section 3 . That the Bonds be sold to T.J. Raney & Sons, Division of Morgan Keegan & Company, Inc. (the "Purchaser") , for the purchase price of 98% of par, plus accrued interest, if any, from the date of the Bonds to the date of delivery, which price is recommended by the Company, and upon the terms and conditions set forth in a Bond Purchase Agreement to be entered into among the City, the Company 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 Company, the Purchaser and others 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 changes as shall be approved by him, his execution to constitute conclusive evidence of 4L 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 Trust Indenture by and between the City and First National Bank of Lawrence County, Walnut Ridge, Arkansas, which will act as Trustee thereunder (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 and others 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 5 . That there be, and there is hereby, authorized the execution and delivery of a Lease and Agreement by and between the City and the Company (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 and others 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 6 . That there is hereby authorized the preparation and distribution to various prospective and actual purchasers of the Bonds of an Official Statement describing the Bonds and their security, and setting forth such other information as may be determined to be necessary or desirable. The Mayor is hereby authorized to execute such Official Statement on behalf of the City. 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 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 Bond Purchase Agreement, the Lease Agreement, and the Indenture and the performance of all obligations of the City thereunder, the issuance, execution, sale and delivery of the • Bonds, 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 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 copies of the Bond Purchase Agreement, the Indenture and the Lease Agreement, and such documents shall be on file for inspection by any interested person. 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 substantial employment and payrolls, thereby alleviating unemployment and otherwise benefiting 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: March 10, 1992 . APPROVED: ATTEST: / 4! Mayor City Clerk/ • (SEAL) • CERTIFICATE The undersigned, City Clerk of the City of Batesville, Arkansas, hereby certifies that the foregoing pages are a true and perfect copy of Ordinance No. 92-3-1, adopted at a regular session of the City Council of the City of Batesville, Arkansas, held at the regular meeting place in the City at 7 : 00 o'clock p.m. , on the 10th day of March, 1992 , and that the Ordinance is of record in Ordinance Record Book No. E at page 257 now in my possession. GIVEN under my hand and seal on this 10th day of March, 1992 . City Clerk (SEAL) • •