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AN ORDINANCE AUTHORIZING THE ISSUANCE OF $500,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS - FLINTROL PROJECT, SERIES C, DATED FEBRUARY 1, 1978; AUTHORIZING A SECOND SUPPLEMENTAL LEASE AND AGREEMENT AND A SECOND SUPPLEMENTAL TRUST INDENTURE IN CONNECTION WITH THE FLINTROL PROJECT; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY
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WHEREAS, at an election held on April 10, 1973, in the City of Jonesboro, Arkansas (the "City"), there was authorized the issuance of not to exceed $1,000,000 of industrial development revenue bonds under the provisions of Act No.9 of the First Extraordinary Session of the Sixty-Section General Assembly of the State of Arkansas, approved January 21, 1960, as amended ("Act No.9"), for the purpose of an industrial project to assist Gilbert International, Inc., an Arkansas corporation, now named Flintrol, Inc., ("Flintrol"); and
WHEREAS, of the $1,000,000 of bonds authorized the City has previously approved the issuance of Series A Bonds in the principal amount of $225,000, date July 1, 1974, and Series B Bonds in the principal amount of $225,000, dated July 1, 1975, leaving bonds in the authorized by un-issued principal amount of $550,000; and
WHEREAS, Flintrol has requested that there now be issued additional bonds in the principal amount of $500,000, to be designated as Series C and to be dated February 1, 1978 (the "Series C Bonds"), in order to provide additional funds for the industrial project (the "Project") heretofore approved by the electors of the City; and
WHEREAS, Flintrol, in conjunction with the City, has made application to the Arkansas Industrial Development Commission for a guaranty of the Series C Bonds; and
WHEREAS, the Series C Bonds are to be sold and delivered in the principal amount of $500,000, to be dated, bear interest, mature and be subject to redemption as hereinafter set forth in the form of Second Supplemental trust Indenture authorized by this Ordinance: and
WHEREAS, the City at the request of Flintrol proposes to enter into a Bond Purchase Contract with Powell & Satterfield, Inc. for the sale of the Series C Bonds;
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Jonesboro, Arkansas:
Section 1: That thereby and there is hereby, authorized and directed the following:
(a) The sale of the Series C Bonds according to the terms of said Bond Purchase Contract which Contract is hereby approved and authorized to be executed by the Mayor and Clerk on behalf of the City at the request of Flintrol;
(b) The further acquisition and construction of the Project, and in connection therewith, the execution of any necessary architectural, engineering or construction contracts or the acceptance of an assignment of any such contracts previously executed by Flintrol, for the further construction and equipping of the Project; and
(c) The performance of all obligations of the City under the Lease and Agreement, as amended by the First and Second Supplemental Lease and Agreements, pertaining to the further constructing and equipping of the Project and the performance of all obligations of the City under the contracts referred to above.
Section 2: That to provide for the authorization of and to secure Series C Bonds of the City under Act No. 9 in the principal amount of $500,000, to provide for the immediate Execution and delivery of the Series C Bonds in the principal amount of $500,000, and to prescribe the terms and conditions upon which the Series C Bonds are to be secured, executed, authenticated, accepted and held, the Mayor is hereby authorized and directed to execute and acknowledge a Second Supplemental Trust Indenture, and the City Clerk is hereby authorized and directed to execute and acknowledge the Second Supplemental Trust Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Second Supplemental Trust Indenture to be accepted, executed and acknowledged by Mercantile Bank of Jonesboro, Arkansas, the Trustee, with the Second Supplemental Trust Indenture, which constitutes and is hereby made a part of this Ordinance, to be in substantially the following form, to-wit.
Section 3: 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 of the Second Supplemental Trust Indenture, its execution and acceptance by the Trustee, the performance of all obligations of the City under and pursuant to the Second Supplemental Trust Indenture, the execution and delivery of the Series C Bonds, the execution and delivery of an Official Statement in form and substance satisfactory to the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance and by the Second Supplemental Trust Indenture. 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 the authority or to evidence the exercise thereof.
Section 4: That there be, and there is hereby authorized the execution and delivery of a Second Supplemental Lease and Agreement wherein the City is Lessor and Flintrol is Lessee, in substantially the form and with substantially the contents hereinafter set forth, 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 Form and contents of the Lease Agreement, which are hereby approved and which are make a part hereof, shall be substantially as follows:
Section 5: That since the City is here involved with the constructing and equipment, it has been and is hereby determined by the City Council that competitive bidding be, and the same are hereby, waived as to this particular industrial project. This action is taken by the City Council pursuant to applicable laws of the State of Arkansas, including particularly Act No.9.
Section 6: That the provisions of this Ordinance are hereby declared to be servable, 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 section, phrases or provisions.
Section 7: That, all ordinances, resolutions, and parts thereof in conflict herewith are hereby repealed to the extent of such conflict.
Section 8: That there is hereby found and declared to be an immediate need for the securing and developing of substantial industrial operations in order to provide additional employment, 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 herein are immediately necessary in connection with the securing and developing of substantial industrial operations and deriving the public benefits referred to above. 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 take effect immediately upon and after its passage.
PASSED and ADOPTED this 3rd day of January, 1978.