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ORDINANCE N0. (~ ~ ~~
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 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 AND CPS
CHEMICAL COMPANY OF ARKANSAS, AS LESSEE, IN SUBSTANTIALLY
THE FORM 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.
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. 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 City Council pursuant to Resolution No. 828,
adopted February 19, 1981, has entered into an agreement with
CPS Chemical Company, Inc. ("CPS") to issue such bonds under
Act No. 9 to the extent of $7,500,000 for the purposes
hereinafter described for the benefit of CPS, or a subsidiary
corporation of CPS, such bonds to be issued in one or more
series as CPS may request; and
WHEREAS, CPS has requested that an initial series of such
bonds now be authorized and issued in the amount hereinafter
provided in order to provide the permanent financing for the
acquisition of and initial improvements to the industrial
project; and
WHEREAS, the necessary arrangements have been made with CPS
Chemical Company of Arkansas, an Arkansas corporation and
wholly owned subsidiary of CPS ("the Company"), for an
industrial project consisting of the acquisition, construction,
and equipping of facilities to be used as a manufacturing plant
for the manufacture and sale of chemical products, to be
located in the City (the "Project"), and to lease the Project
to the Company pursuant to the terms of a Lease Agreement (the
"Lease Agreement"); and
WHEREAS, permanent financing of the initial Project costs,
necessary costs and expenditures incidental thereto and the
cost of the issuance of bonds is being furnished by the City
issuing the initial series industrial development revenue bons
under the provisions of Act No. 9 of the principal amou.~ ,~,c~.~'""~J`~
Three Million Dollars ($3,000,000) (the "Bonds").,~~~an~ `~'
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WHEREAS, the Company has agreed to make
lieu of ad valorem taxes, as more fully set
agreement from the Company to the City (the
Agreement"); and
WHEREAS, the Project will furnish addit
other benefits and be in the best interests
residents; and
certain payments in
forth in a letter
"Letter
Tonal employment and
of the City and its
WHEREAS, the initial series of Bonds are to be sold and
delivered in the principal amount of $3,000,000, 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 said
Bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS 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 $3,000,000 Industrial Development Revenue
Bonds (CPS Chemical Project), Series 1982, according
to the terms of a Bond Purchase Agreement to be
recommended by the Company, substantially iri the form
submitted at this meeting, which Bond Purchase
Agreement shall be entered into by the Mayor with
First Tennessee Bank, N.A., of Memphis, Tennessee, or
its assignee, (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 the signature of the Mayor and
an executed copy of which shall be filed with the City
Clerk;
(c) The acquisition, and construction and equipping 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 CPS or the Company for the acquisition,
construction or 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.
Section 2. The initial Series of 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 $3,000,000, provided that additional bonds as
contemplated by the Resolution may be issued in subsequent
series at the request of the Company. To provide the terms and
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ss
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 a bank or trust company
which will act as trustee thereunder, 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, 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. 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 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 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
substantially in 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 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 West
Memphis, and is available for inspection by any interested
person.)
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,
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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 6. 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 9. 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.
ADOPTED: March 4, 1982.
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M R
ATTEST:
CITY CLE
(S E A L)
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