1832ORDINANCE NO. !g 3 z
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS TO
FINANCE CERTAIN INDUSTRIAL FACILITIES;
AUTHORIZING A TRUST INDENTURE SECURING THE
BONDS; AUTHORIZING A LEASE AGREEMENT BETWEEN
THE CITY OF WEST MEMPHIS, ARKANSAS AND
STAFFORD RAILSTEEL, L.L.C.; 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 Title 14,
Chapter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated
(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 issue its revenue
bonds under the Act for the purpose of financing, in whole or in
part, the acquisition, construction and equipping of an industrial
project (the "Project"), generally comprising a ferrous recycling
facility, with operations to include an electric arc furnace, a
ladle metallurgy furnace, a continuous caster, preheat and reheat
furnaces and a rolling mill, a rail welding facility, and other
ancillary equipment, for the production of steel rail and other
steel products, to be located on approximately 1,200 acres of land
in the City of West Memphis, Arkansas; and
WHEREAS, pursuant to and in accordance with applicable
provisions of Arkansas law, a public hearing was held on the date
hereof 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 not to exceed $130,000,000 in principal amount of its
Industrial Development Revenue Bonds (Stafford Railsteel, L.L.C.
Project) , Series 1998 (the "Bonds") , to provide such financing; and
WHEREAS, copies of the hereinafter described Trust
Indenture, Lease Agreement, and Agreement for Payments in Lieu of
Taxes 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 Council hereby finds that the
acquiring, constructing and equipping of the Project, and the
issuance of the Bonds to finance the same, will provide substantial
employment and payrolls and will thereby secure and develop
industry within and near the City.
Section 2. The issuance of the Bonds in the aggregate
principal amount of $130,000,000, or such lesser amount as shall be
recommended by the Company, is hereby authorized. The Bonds shall
be issued in the forms and denominations, shall be dated, shall be
numbered, and shall be subject to redemption prior to maturity all
upon the terms and conditions recommended by the Company and set
forth in the Trust Indenture (hereinafter authorized) securing the
Bonds. The Bonds shall bear interest at a fixed rate or rates per
annum as shall be recommended by the Company, but in no event shall
such rate or rates exceed the maximum permitted by law. The Bonds
shall mature on such date or dates as shall be recommended by the
Company, but no later than August 1, 2028.
Section 3. The Bonds shall be sold to the Company, or
its assigns, or such other purchaser or purchasers designated by
the Company, for the purchase price of 100$ of par, which price is
recommended by the Company.
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, acknowledge and deliver a Trust Indenture by
and between the City and NationsBank, N.A., which will act as
Trustee thereunder (the "Indenture"), and the City Clerk is hereby
authorized and directed to execute, acknowledge and deliver 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. There is hereby authorized the execution and
delivery of a Lease Agreement by and between the City and the
Company (the "Lease Agreement"), and the Mayor and City Clerk 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. There is hereby authorized the execution and
delivery of an Agreement for Payments in Lieu of Taxes by and
between the City and the Company (the "PILOT Agreement"), and the
Mayor is hereby authorized to execute and deliver the PILOT
Agreement for and on behalf of the City. The PILOT Agreement is
hereby approved in the form submitted to this meeting, and the
prior execution and delivery of the PILOT Agreement by the Mayor is
hereby ratified and confirmed.
Section 7. Because the undertaking authorized hereby
involves the accomplishment of industrial facilities, pursuant to
applicable laws of the State of Arkansas, including particularly
the Act, competitive bidding is waived.
Section 8. The Mayor and City Clerk, for and on behalf
-~ of the City, are hereby authorized and directed to do any and all
things necessary to effect the execution and delivery of the Lease
Agreement and 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. The Mayor and City Clerk 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 9. 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 copies of the Indenture, the
Lease Agreement, and the PILOT Agreement, and such documents shall
be on file for inspection by any interested person.
Section 10. 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. All ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict .
Section 12. There is hereby found and declared to be an
immediate need for the securing and developing of industry in order
to provide substantial employment and payrolls, thereby alleviating
unemployment and otherwise benefitting the public health, safety
and welfare of the City and the inhabitants thereof, and the
extension of maturity 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 preservation of the public peace, health
and safety shall be in force and effect. immediately upon and after
its passage.
ATTEST:
PASSED: July 30, 1998.
APPROVED:
Mayor
(SEAL)
City