0779
103
ORDINANCE NO.
7 7 9 (#12-85)
AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOP-
MENT BONDS FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING
FOR INDUSTRIAL FACILITIES; AUTHORIZING A TRUST INDENTURE
SECURING THE BONDS; AUTHORIZING A LOAN AGREEMENT BETWEEN
THE CITY OF JACKSONVILLE, ARKANSAS, AND REGAL WARE, INC.;
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.
vJHEREAS, the City of Jacksonville, 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, constructing
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 the acquisition and installation of new
equipment of the Project described below (the "Project"), and
that the City loan the proceeds of the Bonds to Regal Ware, Inc.,
a Wisconsin corporation (the "Company"), to finance the Project;
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 $6,000,000 in principal amount
of its Industrial Development Revenue Bonds - Regal Ware, Inc.
Project, Series 1985 (the "Bonds"), to provide such financing;
and
WHEREAS, copies of the hereinafter described Trust
Indenture and Loan Agreement have been presented to and are
before this meeting;
NOW, THEREFORE, BE IT ORDAINED by the City Council of
the City of Jacksonville, 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 and
modification of the Standex Plant located at 1100 Redmond Road
in the City and the acquisition and installation of new equip-
ment for the manufacture of cookware and related products.
lat
ORDINANCE NO.
779
PAGE TWO
(b) The maximum aggregate face amount of Bonds to be
issued with respect to the Project will not exceed $6,000,000.
(c) The initial owner/operator of the Project will be
the Company. The proceeds of the Bonds will be loaned to the
Company to finance the Project, and the Company will be
required to repay the loan, with interest, at times and in
amounts sufficient to provide for payment of the principal of,
premium, if any, and interest on the Bonds, as due.
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 (at a 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 (here-
inafter authorized) securing the Bonds.
SECTION 3. That the Bonds be sold to Prudential-Bache
Securities, Inc. (the "Purchaser"), for the purchase price
recommended by the Company, and upon the terms set forth in
the Indenture (identified hereinbelow) .
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 a bank or trust company 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 the Company in order
to complete the Indenture in substantially tile 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 Loa.n Agreement by and between
the City, and the Company (the "Loan Agreement") 1 and the Mayor
~
ORDINANCE NO.
779
PAGE THREE
and City Clerk be, and they are hereby authorized to execute,
acknowledge and deliver the Loan Agreement for and on behalf
of the City. The Loan Agreement is hereby approved in sub-
stantially the form submitted to this meeting, and the Mayor
is hereby authorized to confer with the Company and the
Trustee in order to complete the Loan 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 (and
preliminary official statement), in the name of the City,
describing the City, the Bonds, the Indenture, the Loan 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.
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 Loan Agreement, the performance
of any obligations of the City under the Loan Agreement, the
execution and delivery of the Indenture, the performance of
any obligations of the City under and pursuant to the Indenture,
the issuance, execution, sale 'and delivery of the Bonds, the
execution and delivery of a 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, in-
cluding particularly the Act, competitive bidding is waived.
jct.P
ORDINANCE NO. 7 7 9
PAGE FOUR
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 Indenture
and Loan 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.
SECTION l3. That there is hereby found and declared to
be an immediate need for the securing and development 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 autho-
rized 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:
4 April 1985
z~ _
LULA~M. LEONARD, CITY CLERK
APPR. O_ED, AS ? FORM:
<- f2Lctv 1/ tU,~
Kt:I H VAUG~AN,{fITY ATTORNEY