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OFDINANCE NO. ~-.-_-
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AN OFDINANCE AUTHORIZING THE ISSUANCE OF INDUSTPIAh
DEVELOPMENT REVENUE BONDS UNDER ACT NO. 9 OF 1960, AS
AMENDED, FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING
FOR THE COST OF SECURING AND DEVFLOPIDTG 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 OTHER MATTERS PERTAINING TO THE
INDUSTRIAL PROJECT, THE CONSTRUCTING THEREOF AND THE
FINANCING THEREOF; AUTHORIZING A LEASE AGREEMENT BETWEEN
THE CITY OF WEST MEMPHIS, ARKANSAS, AS LESSOR ADTD A.UTOMATFD
CONVEYOR SYSTEMS, IrTC., AS LESSEE, IN SUBSTANTIALLY THE
FORM AND WITH SUBSTANTIALLY THE CONTENTS SET FORTH IN ADTD
MADE A PART OF THIS ORDINANCE; AUTHORIZING TIDE EXFCUTIOrT
AND DELIVERY OF THE LEASE AGREEMENT; PRESCPIBITTG OTHEF
MATTERS RELATING THEFFTO; AND DECLARING AN EMERGENCY.
WHEREAS, the City of West Memphis, 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 industrial buildings, improvements,
and facilities, and incur other costs and expenses and make
other expenditures incidental to and for the implementing and
accomplishing of the conduct of industrial operations; and
WHEREAS, the City is authorized by Act No. a 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.
Automated Conveyor Systems, Inc., a Tennessee corporation ("the
Company"), for an industrial project consisting of the
acquisition, construction, and equipping of facilities to he
used as a manufacturing plant for the manufacture anal sale of
conveyor systems, to be located in the City (the "Project"),
and to lease the Project to Automated Conveyor Systems, Inc.
pursuant to the terms of a Lease Agreement (the "Lease
Agreement"); and
WHEREAS, permanent financing of the Project costs,
necessary costs anal 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 One Million Dollars ($1,000,000) (the "Bonds"); and
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WHEREAS, the Company has agreed to make certain payments in
lieu of ad valorem taxes, as more fully set forth in a letter
agreement from the Company to the City (the "Letter
Agreement"); 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 $1,000,000, and. are to be dated, bear
interest, mature, and 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
Agreement as requested by the Company for the sale of saki
Bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTOFS OF
THE CITY OF WEST MEMPHIS, ARKANSAS:
Section 1. That there be, and there is hereby authorized
and directed the following:
(a) The sale of the bonds according to the terms of a Bond
Purchase Agreement to be recommended by the Company,
substantially in the form submitted a.t this meeting,
which Bond Purchase Agreement shall be entered into by
the Mayor with. T. J. Raney & Sons, Inc. (the
"Purchaser"), and an executed copy of which shall be
filed with the City Clerk;
(b) The approval of the Letter Agreement, substantially in.
the form submitted at this meeting, which approval
shall be evidenced by th.e signature of the Mayor and
an executed copy of which shall be f.il.ed with the City
Clerk.
(c) The acquisition ar_d construction of the Project, a.nd
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 Automated
Conveyor Systems, Inc. for the construction anal
equipping of the Project; and
(d) 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.
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Section 2. The bonds shall bear interest at the rate or
rates to be specified in the Bond Purchase Agreement (but not
in excess of the maximum rate permitted by Section 511(a) of
the Depository Institutions Deregulation and Monetary Control
Act of 1980), shall mature in not more than fifteen (15) years,
and shall be in the original principal amount of not to exceed
X1,000,000, provided. that bonds not exceeding the aggregate of
said amount may be issued in successive series at the request
of the Company and the Purchaser. 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 ~ Trust
Indenture, by and between the City and a bank or trust company
which will act as trustee thereunder, dated as of March 1, 198?_
(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 persons executing the document, their
execution to constitute conclusive evidence of such approval.
(Advice is given that, pursuant to Act No. °, a copy of the
Indenture in substantially the form authorized to be executed
is on file with the City Clerk of the City of West Memphis, 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 Lessor and~Automa.ted
Conveyor Systems, Inc. as Lessee (the "Lease Agreement"), and.
the Mayor and City Clerk be, a.nd 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
substantially in the form submitted to this meeting, and the
Mayor is hereby authorized to confer with Automated Conveyor
Systems, Inc., 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.
(Advice is given that, pursuant to Act D7o. °, 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 West
Memphis, and is available for inspection by a.ny interested
person.)
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Section 4. 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 Agreement, 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 of
the Bonds, 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 5. 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 Board of Directors that competitive bidding be, and the
same is hereby, waived as to this particular industrial
project. This action is taken by the Board of Directors
pursuant to applicable laws of the State of Arkansas, including
particularly Act No. 9.
Section h. 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 7. 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 8. That all ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent
of such conflict.
Section °. 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, a.nd welfare of the City and
the inhabitants thereof, and the issuance of the Bonds
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authorized hereby and the t~'aking 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.A 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.
ADOPTED: February "7 1982.
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