1110ORDINANCE NO. / / l
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AN ORDINANCE AUTHORIZING THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE
PURPOSE OF PROVIDING PERMANENT FINANCING 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 HACKNEY,
INC., AS LESSEE; AUTHORIZING THE SALE OF THE
BONDS; AUTHORIZING THE ACCEPTANCE OF A LEASE
GUARANTY; 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 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 ( 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 an expansion to
its existing manufacturing plant consisting of lands, buildings,
improvements, machinery, equipment and facilities (the
"Project"), and that the City lease the Project to Hackney, Inc.,
a Texas 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, the Company is a subsidiary of Trinity
Industries, Inc., a Texas corporation (the "Guarantor"), and
Guarantor has agreed unconditionally to guarantee performance of
the Company of its obligations under the Lease and Agreement
pursuant to the Lease Guaranty; 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 $3,000,000 in
principal amount of its Industrial Development Revenue Bonds -
Hackney Project, Series 1982 (the "Bonds"), to provide such
financing; and
WHEREAS, copies of the hereinafter described Trust
Indenture, Lease and Agreement and Lease Guaranty have been
presented to and are before this meeting;
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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) , shal l bear interest ( at a
rate or rates), 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 Stephens Inc. and
T. J. Raney & Sons, Inc., both of Little Rock, Arkansas
(collectively, the "Purchaser"), for the purchase price
recommended by the Company.
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 persons executing the document, their
execution to constitute conclusive 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 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 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.
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Section 5. That there be, and there is hereby
authorized the execution and delivery of the Lease Guaranty, and
the Mayor and City Clerk be, and they are hereby, authorized to
execute, acknowledge and deliver the Lease Guaranty for and on
behalf of the City. The Lease Guaranty is hereby approved
substantially in the form submitted to this meeting, and the Mayor
is hereby authorized to confer with the Guarantor, the Trustee and
the Purchaser in order to complete the Lease Guaranty 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. That there be, and there is hereby,
authorized the preparation and distribution to various
prospective and actual purchasers of the Bonds of an Official
Statement (and preliminary official statement), in the name of the
City, describing the City, the Bonds, the Indenture, the Lease
Agreement, the Lease Guaranty and setting forth such other
information as may be determined to be necessary or desirable by
the Purchaser and the Company. The Mayor is authorized to execute
such official statement on behalf of the City.
Section 7. That 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 and delivery of the Lease Agreement, the performance of
all obligations of the City under the Lease Ar~reement, the
execution and delivery of the Indenture, the performance of all
obligations of the City under and pursuant to the Indenture, the
issuance, execution, sale and delivery of the Bonds, the execution
and delivery of the Lease Guaranty, the performance of all
obligations of the City under the Lease Guaranty, the execution,
delivery and distribution of an official statement, 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 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 8. That the City is herein 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 9. 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
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Agreement, and Lease Guaranty, and such documents shall be on file
for inspection by any interested person.
Section 10. 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 11. 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 12. That all ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
Section 13. 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
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 hereby are immediately necessary for the accomplishing
of these public benefits and purposes. It is, therefore, decl~.red
that an emergency exists and this Ordinance being necessary fir
the immediate preservation of the public peace, health and safety
shall be in force and effect immediately upon and after its
passage.
~ PASSED: October 7, 1982.
E
~Irr APP OVED
ATTEST:
Ma ~
Ci y C erk
(SEAL)
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