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1186 ORDINANCE NO. ~ ~ U 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 WEST MEMPHIS, ARKANSAS, AS LESSOR, AND LANGSTON COMPANIES, INC., AS LESSEE; AUTHORIZING THE SALE OF THE BONDS; AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of West Memphis, 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, construction and equipment of land, buildings or facilities which can be used in securing or developing industry; and WHEREAS, the City has heretofore issued its Industrial Development Revenue Bonds - Langston Companies, Inc. Project, Series A, in the principal amount of $500,000 (the "Previous Bonds"), for the purpose of financing the cost of acquiring, constructing and equipping an industrial plant located within the corporate boundaries of the City (the "Plant"), which is being leased to and is operated by Langston Companies, Inc. (formerly Langston Bag Company), a Tennessee corporation (the "Company"); and WHEREAS, it is proposed that the City provide permanent financing, through the issuance of revenue bonds under the Act, of the cost of acquiring, constructing and equipping certain additional industrial facilities (the "Project"), as part of an expansion to the Plant; and WHEREAS, pursuant to and in accordance with the provisions of the Act and Section 103 of the Internal Revenue Code of 1954, as amended, a public hearing has been held on this date before the Mayor and City Council on the question of the adoption of an ordinance authorizing the issuance of revenue bonds under the Act, and after due consideration the City is now prepared to proceed with financing the Project and to issue and sell $1,200,000 in principal amount of its Industrial Development Revenue Bonds - Langston Companies, Inc. Project, Series 1984 (the "Bonds"), to provide such financing; and WHEREAS, the Company advises that it presently employs approximately 100 persons at the Plant and that upon completion of the Project, it expects to employ a total of approximately 120 persons in the operation of the plant; and WHEREAS, copies of the hereinafter described 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 West Memphis, Arkansas: Section 1. The City hereby finds that the acquiring, constructing and equipping of the Project, and the issuance of the Bonds to finance the same, will provide a substantial increase in employment and payrolls and will thereby secure and develop industry within the City. Section 2. That the issuance of the Bonds is hereby authorized. ,The Bonds shall be issued in the forms and denominations (including a single typewritten bond), shall be dated, shall be numbered, shall mature (over a period of twelve (12) years), shall bear interest (at rates not to exceed the maximum permitted by law), 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 not be general obligations of the City, but shall be special obligations payable solely from Project revenues as provided in the Trust Indenture. Section 3. That the Bonds be Commerce, Memphis, Tennessee, (the purchase price of 100 cents on the doll; on the Bonds from the date of the Bonds to the Purchaser, if any, which price the Company. sold to National Bank of "Purchaser"), for the ~r, plus accrued interest to the date of delivery has been recommended by Section 4. 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 National Bank of Commerce, Memphis, Tennessee, 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 as Lessor, and the Company as Lessee (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 the Mayor and City Clerk, for and on behalf of the City, be, and they are hereby, authorized and directed to take the necessary steps to obtain the release from the lien of the trust indenture securing the Previous Bonds of such land necessary to the Project and its financing by the Bonds, and to do any and all things necessary to effect the execution and delivery of the Lease Agreement and the performance of all obligations of the City thereunder, the execution and delivery of 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 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 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 Lease Agreement, and such documents shall be on file for inspection by any interested person. . • • ~ i Section 9. 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 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 employment and 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 peace, health and safety shall be in f~~ce and effect immediately upon and after its passage. PASSED: October 4, 1984. ATTEST: r City (SEAL)