1025_l
-._..
ORDINANCE NO. ~~
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR
THE PURPOSE OF PROVIDING PERMANENT FINANC-
ING 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 LAKESIDE OIL COMPANY, INCORPORATED,
AS .LESSEE; AUTHORIZING THE SALE OF THE BOr1DS
AND THE EXECUTION OF A BOND PURCHASE AGREEMENT
IN CONNECTION THEREWITH; AUTHORIZING AND PRE-
SCRIBING OTHER MATTERS PERTAIPdING 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 Assem-
bly 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, it is proposed that the City provide permanent
financing, through the issuance of revenue bonds under the Act,
of the costs of acquiring, constructing and equipping certain
industrial facilities consisting of lands, buildings, improvements,
machinery, equipment and facilities (the "Project"), and that the
City lease the Project to Lakeside Oil Company, Incorporated, an
Arkansas corporation (the "Company"), as part of an industrial
plant to be operated by the Company (or its successors or assigns)
at the City; 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 $250,000 in principal amount of its
Industrial Development Revenue Bonds - Lakeside Project, Series
1980 (the "Bonds"), to provide such financing; and
-a-
WHEREAS, copies of the hereinafter described Trust Inden-
ture, Lease and Agreement and Bond Purchase 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. That the issuance of the Bonds is hereby
authorized. The Bonds shall be issued in the forms and denomina-
tions, 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 not to exceed ten percent (10%) per annum), 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 (hereinafter authorized) securing
the Bonds.
Section 2. That the Bonds be sold to J. K. Edmondson,
West Memphis, Arkansas (the "Purchaser"), for the purchase price
recommended by the Company and upon the terms and conditions
set forth in a Bond Purchase Agreement to be entered into between
the City 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 Purchaser and the Company 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 such persons
executing she document, their execution to constitute conclusive
evidence of such approval.
Section 3. 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,
dated as of the date of the Bonds (.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, the Company and the Purchaser in order
to complete the Indenture in substantially the form submitted to
this meeting with such changes as shall be approved by such per-
sons executing the document, their execution to constitute conclu-
sive evidence of such approval.
Section 4. 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 Agree-
ment"), 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, the
Trustee and the Purchaser 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 "
approval.
Section 5. That the Mayor and City Clerk, for and on
behalf of the City, be, and they are hereby, authorized and di-
rected to do any and all things necessary to effect the execution
and delivery of the Lease Agreement, the performance of all obli-
gations of the City under the Lease Agreement, the execution and
delivery of the Indenture, the performance of all obligations of
the City under and pursuant to the Indenture, the issuance, execu-
tion, sale and delivery of the Bonds, the execution and delivery
of the Bond Purchase Agreement, 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 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 such authority or to evidence the exercise thereof.
Section 6. 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 7. 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,
Lease Agreement, and Bond Purchase Agreement, and such documents
shall be on file for inspection by any interested person.
Section 8. 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 9. 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 10. That all ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent
of such conflict.
Section 11. 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 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: August 21, 1980.
ATTEST:
City Clerk
(SEAL)
APPROVED:
~~/ -
Mayor