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AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER ACT NO.9 OF 1960, AS AMENDED, FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING FOR THE COST OF SECURING AND DEVELOPING INDUSTRY (THE PARTICULAR INDUSTRIAL PROJECT IS DESCRIBED IN THE ORDINANCE); AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING AND PRESCRIBING CERTAIN MATTERS PERTAINING TO THE INDUSTRIAL PROJECT, THE CONSTRUCTING THEREOF AND THE FINANCING THEREOF; AUTHORIZING A LEASE AGREEMENT BETWEEN THE CITY OF JONESBORO, AS LESSOR AND LANDCO, AS LESSEE, AND A SUBLEASE AGREEMENT BETWEEN LANDCO, AS SUBLESSOR, AND MDR CARTAGE, INC., AS SUBLESSEE, IN SUBSTANTIALLY THE FORMS AND WITH SUBSTANTIALLY THE CONTENTS SET FORTH IN AND MADE A PART OF THIS ORDINANCE; AUTHORIZING THE EXECUTION AND DELIVERY OF THE LEASE AGREEMENT; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY (NOTE: THIS ORDINANCE WAS AMENDED BY ORD-82:1833 ON APRIL 19, 1982)
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WHEREAS, the City of Jonesboro, Arkansas (the "City") is authorized by 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 ("Act No.9"), to acquire lands, construct and equip manufacturing buildings, improvements, and facilities, and incur costs and expenses and make expenditures incidental to and for the implementing and accomplishing of the conduct of manufacturing operations; and
WHEREAS, the City is authorized by Act No.9 to issue industrial development revenue bonds payable from revenues derived from the industrial project so acquired and constructed and secured by a lien thereon and security interest therein; and
WHEREAS, the necessary arrangements have been made with Landco, a general partnership (the 'Company") for a substantial industrial project consisting of the acquisition, substantial industrial project consisting of the acquisition, construction, and equipping of facilities (the "Project"), and to lease the Project to the Company pursuant to the terms of a Lease Agreement, and to approve the sublease of the Project to MDR Cartage, Inc., an Arkansas corporation (the "Guarantor"), pursuant to the terms of a Sublease, which Project will be utilized by the Guarantor from its trucking operations and such other operations as the Guarantor shall elect (the "Lease Agreement"); and
WHEREAS, permanent financing of the Project costs, necessary costs and expenditures incidental thereto and the cost of the issuance of bonds is being furnished by the City issuing Industrial Development Revenue Bonds under the provisions of Act No.9 of the principal amount of not to exceed Five Hundred Thousand Dollars (500,000) (the "Bonds"); and
WHEREAS, the completion of the Project will furnish additional employment and other benefits, and be in the best interests of the City and its residents; and
WHEREAS, the Bonds are to be sold and delivered in the principal amount of $500,000, and are dated, bear interest, mature and are subject to redemption as hereinafter set forth in the form of Indenture authorized by this Ordinance; and
WHEREAS, the City proposes to enter into a Bond Purchase Contract with Powell & Satterfield, Inc., of Little Rock, Arkansas for the sale to it of said Bonds;
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Jonesboro, Arkansas:
Section 1: That there be, and there is hereby authorized and directed the following:
(a) The sale of the Bonds for the price of $482.500 plus accrued interest to date of delivery, according to the terms of said Bonds Purchase Contract which Contract is hereby approved and authorized to be executed by the Mayor and City Clerk on behalf of the City at the request of the Company and the Guarantor;
(b) The 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 the Company or the Guarantor for the construction and equipping of the Project; and
(c) The performance of all obligations of the City under the Lease Agreement pertaining to the constructing and equipping of the Project and the performance of all obligations of the City under the contracts referred to above.
Section 2: The Bonds shall bear interest at eh rates of 10.50%, 11.00%, 11.25%, 11.75%,12.00%, 12.25%, 12.50%, 12.75%, 13.00%, and 13.25% per annum, shall mature serially on December 1 in the years 1983 to 1992, inclusive, and shall be in the original principal amount of $500.000. To provide the terms and conditions upon which the Bonds are to be secured, executed, authenticated, issued, accepted, and held, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture, by and between the City and Worthen Bank & Trust Company, N.A., as trustee, dated as of March 1, 1982 (the "Indenture, by and between the City and Worthen Bank & Trust Company, N.A., as trustee, dated as of March 1, 1982 (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, the Guarantor, 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 persons executing the document, their executing to constitute conclusive evidence of such approval.
(Advice is given that, pursuant to Act No.9, a copy of the Indenture in substantially the form authorized to be executed is on file with the City Clerk of the City of Jonesboro, and is available for inspection by any interested person.)
Section 3: That there be, and there is hereby authorized the execution and delivery of a Lease Agreement, dated as of March 1, 1982, by and between the City as Lesser 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, the Guarantor, 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 document, their execution to constitute conclusive evidence of such approval. The Sublease, dated as of March 1, 1982, by and between the Company as Sub-lesser and the Guarantor as Sub-lessee (the "Sub-lease") is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company, the Guarantor, the Trustee, and the Purchaser in order to complete the Sub-lease 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.
(Advice is given that, pursuant to Act No.9, a copy of the Indenture is substantially the form authorized to be executed is on file with the City Clerk of the City of Jonesboro, and is available for inspection by any interested person.)
Section 4: That there be, and there is hereby authorized the execution and delivery of a Lease Agreement, dated as of March 1, 1982, by and between the City as Lesser, 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, the Guarantor, 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 document, their execution to constitute conclusive evidence of such approval. The Sublease, dated as of March 1,, 1982, by and between the Company as Sub-lesser and the Guarantor as Sub-lessee (the "Sub-lease") is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company, the Guarantor, the Trustee, and the Purchaser in order to complete the Sub-lease 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.
(Advice is given that, pursuant to Act No.9, a copy of the Lease Agreement in substantially the form authorized to be executed is on file with the City Clerk of the City of Jonesboro, and is available for inspection by any interested person.)
Section 5: 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 Lease Agreement, the performance of the City's obligations under the Lease Agreement, the execution and delivery of the Indenture, its execution and acceptance by the Trustee, the performance of all obligations of the City under and pursuant to the Indenture, the execution and delivery of the Bond Purchase Contract, the execution and delivery of the Bonds, the execution and delivery of an official statement in form and substance satisfactory to said officers and the Purchaser, and the performance of all other 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 since the City is here involved with the constructing and equipping of a complex industrial project, requiring highly specialized work and specialized types of machinery and equipment, it has been and is hereby determined by the City Council that competitive bidding be, and the same is 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 7: Rose Law Firm, a Professional Association, of Little Rock, Arkansas, is hereby appointed as Bond Counsel with respect to the issuance of said bonds, the fees and expenses of which firm shall be costs of the Project.
Section 8: That the provisions of this Ordinance are hereby declared to be severable, 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 or provisions.
Section 9: All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict.
Section 10: 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 15th day of February, 1982.