0926
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ORDINANCE NO. 926 (#6-90)
AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT
REVENUE BON'DS FC)R 'T'HE PUI~POSE ()}, PROV I DING PEf.-{MANEN'1' F' I NANC~ I N(J
FOR INDUSTRIAL FACILITIES; AUTHORIZING A TRUST INDENTURE SECURING
THE BC)NDS.: AUrrHORIZING A l,EASE AND AGREEMENT ~BETWEEN THE C~I1'Y' {)F'
JACKSONVILLE~ ARKANSAS, AS LESSOR, AND REGAL WARE~ INC_, AS
LESSEE; AUTHORIZING THE SALE OF THE BONDS; AUTHORIZING AND
PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN
EMERGENC;'Y M
WHEREAS.. the City of Jacksorlville.. Arkansas (the "City"), is
authorized and empowered under the provisions of Title 14~ Chap-
ter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated (the
II Act II ).. to issue revenue l)onds and to expe11d the proceeds tl1ereof
to finance the acquisition~ construction and equipment of land~
buildings or facilities which can be used in securing or develop-
ing industry; and
WHEREAS, it IS proposed that the City issue its revenue
bonds under the Act for the purpose of financing the costs of
acquiring, constructing and equipping an industrial facility
located in the City (trie "Pro j ect II) ,. arid trla t the C i t'y 1 ease the
Project to Regal Ware, II1e., a Wisconsin c()r'poration (tl-ie "Compa-
ny" ); and
WHEREAS, pursuant to and in accordance with the provisions
of Arkansas law.. including the Act, and Section 147(f) of the
Interllal Revenue Code of 1986, as arnellded (t,he "Code") ,_ a pu})lic
hearing was held prior to the passage and approval of this Ordi-
nance, 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 to issue and sell
$2,OOO~OOO in principal amount of its Industrial Development
Revenue Bonds Regal Ware~ IncM Project. Series 1990 (the
"Bonds") ,_ to pr'cJvide such fil1anci11g; 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 Ci ty COtlncj,1. of t11e
City of Jacksonville, Arkansas:
Sewgtiorl, 1. The (:j.ty COlinei 1 11erel)y find,e; trlat. tl-1e acqll1r-
ing, constructing and equipping of the Project. and the issuance
of the Bonds to finance the same. will provide substantial addi-
tional employment and payrolls and will thereby secure and devel-
op industry at the City.
Sect-::.Jorl._...~. rrhat t.l1e issllarlce of the Bonds is her'el)y authoy"-
ized. The Bonds shall be issued in the forms and denominations,
shall be dated~ shall be numbered~ and shall be subject to re-
demption prior to maturity all upon the terms and conditions
recorrrrnerided by tl1e Company and to be set f()rth i 11 tl1e 1'r~ust
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 table:
Year.
Pr.i D_f i pa 1 A~nQllnt.
J.D..t.e !:Q.~ tB,~.tli,
1991
1992
1993
1994
$ 80,000
85,000
90,000
100,000
6M35%
6.40
6.50
6.60
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1995 105._ 000 6 .1"70
1996 110~OOO 6.85
1997 120.p 000 6.95
1998 130)>000 7.00
1999 135~OOO 7.00
2000 145.,000 7.10
2001 155,000 7.15
2002 165,000 '7 . 25
2003 180,000 ~7 . 25
2004 195)'000 7 . :35
2005 205,000 7.35
Section 3. That the Bonds be sold to T. J. Raney & Sons (a
Division of Morgan Keegan & Company, Inc.), Little Rock, Arkansas
(the IlPurch.aser").. foy"' t.rie puy"'chase price of 98.10% of parI' 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 Purchaser
(the IIBond Purc11ase Agr'eemeI1t II). T11e BOl1d Purchase Agreemerlt is
hereby approved in substantially the form subrrlitted 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 such approval.
Section 4. That to prescribe the terms and conditions upon
which the Bonds are to be executed, authenticated, issued, ac-
cepted, held and secured, the Mayor is hereby authorized and
directed to execute and acknowledge a Trust. Indenture by and
betweel1 tl1e Cj.ty ar1d First Cornmer'cial Ban)<,.. Natiol1al Association.,.
Lit.tle Rock, Arkansas, as Trustee thereunder (the "Indent\lre"),
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 submit-
ted to this meeting with such changes as shall be approved by
such persons executing trle dC)CUme11t. their execution to consti-
tute 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 be-
tween the City as Lessor, and the Company as Lessee (the "Lease
Agreement"), and the Mayor and City Clerk be, and they are here-
by, 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 docu-
ment, their execution to constitute conclusive evidence of such
approva I .
Sectl_orl _9.. Tha t. there be " and there is 11ereby, al..1t11ori zed
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, de-
scribing the Bonds and their security, and setting forth such
other information as may be determined to be necessary or desira-
ble by the Purchaser, the Company and the City. The Mayor 18
authorized to execute such Official Statement (and preliminary
Official Statement) on behalf of the City.
Section 7. That the City hereby elects to have the provi-
sions of Section 144(a) (4) (A) of the Code apply to the Bonds.
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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 and the performance of
all obligations of the City thereunder~ the execution and deliv-
ery of the Lease Agreement and the performance of all obligations
of the City thereunder, the execution and delivery of the Inden-
ture and the performance of all obligations of the city thereun-
der~ the issuance, execution, sale and delivery of the Bonds~ 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 exe-
cute 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 is hereby involved with the ac-
quiring, 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 10. That the City Clerk is hereby authorized and
directed to file in the office of the City Clerk~ as a part of
t11e minutes of t11e meetirlg a.t which tl1is Or'diI1ance 18 adopted...
for inspection by any interested person a copy of the Bond Pur-
chase Agreement, Indenture and Lease Agreement... and such docu-
ments shall be on file for inspection by any interested person.
Section 11. That the law firm of Friday~ Eldredge & Clark~
Little Rock~ Arkansas~ be appointed to act as Bond Counsel on
behalf fo the City in connection with the issuance and sale of
the Bonds.
Section 12. That the provisions of this Ordinance are
hereby declared to be separabley 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 13. That all ordinances~ resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such corlf 1. i ct .
Section 14. That there is hereby found and declared to be
an i~nediate need for the securing and developing of industry in
order to provide employment and payrol1s~ 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 au-
thorized hereby are iwnediately necessary for the accomplishing
of these public benefits and purposes. It is~ therefore, de-
clared that an emergency exists and this Ordinance being neces-
sary for the immediate preservation of the public peace~ health
and safety shall be in force and effect i~nediately upon and
after its passage.
PASSED: April 19, 1990
BY:
ATTEST:
\/) W .'
L.-~e"~ ~_. ~-t1j{,,~e )
L~.. M . LEONARD, """'(;"1 rTY CLERK
APPROVED AS TO FORM:
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~1: ~~HA{1!~~:T~;NEY --
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