2380 ORDINANCE NO. al 3 80
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS TO
FINANCE CERTAIN INDUSTRIAL FACILITIES;
AUTHORIZING THE LEASING OF SUCH FACILITIES TO
EFCO CORP.; AUTHORIZING A TRUST INDENTURE
SECURING THE BONDS; AUTHORIZING THE SALE OF THE
BONDS; 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 land, buildings or facilities which can be used in securing or developing industry; and
WHEREAS,EFCO Corp., an Iowa corporation (the "Company"), proposes to acquire and
renovate an existing facility located at 1515 S. Avalon St., West Memphis, Arkansas 72301,
together with the acquisition and installation of various machinery, equipment and other
personal property, to be used for fabrication and re-fabrication of formwork and shoring systems
for concrete construction(the "Project"); and
WHEREAS, it is proposed that the City issue its revenue bonds under the Act for the
purpose of financing the cost of the Project and the expenses of issuing such bonds; 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 has determined to proceed with financing
the Project and to issue and sell its revenue bonds under the provisions of the Act in the
aggregate principal amount of not to exceed $2,500,000 (the "Bonds"), and in connection
therewith to enter into a Trust Indenture (the "Indenture"), between the City and Regions bank,
Little Rock,Arkansas, as Trustee (the "Trustee"),to secure the Bonds; and
WHEREAS, the Project will be owned by the City and leased to the Company pursuant
to the provisions of a Lease Agreement (the "Lease Agreement") between the City and the
Company; and
WHEREAS, the Company will enter into an Agreement for Payments in Lieu of Taxes
(the "PILOT Agreement")with the City as hereinafter provided; and
WHEREAS, forms of the Indenture, the Lease Agreement, and the PILOT Agreement
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 accomplishment 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
$2,500,000, or such lesser amount as shall be requested by the Company, is hereby authorized.
The Bonds shall be designated "City of West Memphis, Arkansas Taxable Industrial
Development Revenue Bonds (EFCO Corp. Project), Series 2015." The Bonds shall bear
interest at the rate of 3.125% per annum and shall mature in the year 2027, which terms are
recommended by the Company. The Bonds shall be in the forms and denominations, shall be
numbered, shall be dated, and shall be subject to redemption prior to maturity all upon the terms
and conditions recommended by the Company and set forth in the Indenture.
Section 3. The Bonds shall be sold to the Company or its designee 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 and City Clerk are hereby
authorized and directed to execute and acknowledge the Indenture for and on behalf of the City.
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 him, his execution to constitute conclusive evidence of such approval.
Section 5. There is hereby authorized the execution and delivery of 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 him,
his execution to constitute conclusive evidence of such approval.
Section 6. There is hereby authorized the execution and delivery of 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 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 PILOT Agreement in substantially the form submitted to this
meeting with such changes as shall be approved by him, his execution to constitute conclusive
evidence of such approval.
Section 7. The acquisition and construction of the Project, and the issuance and sale
of the Bonds, are exceptional situations in which the City has no responsibility for payment of
the costs and expenses thereof, all of which are payable by the Company, and the Company's
recommendations with respect thereto are acceptable to the City. Therefore, pursuant to
applicable laws of the State of Arkansas, including the Act, competitive bidding is hereby
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 documents herein authorized 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 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, 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.
PASSED: May 21, 2015.
APPROVED:
ATTEST:
-`��i��• ayor
City Clerk
(SEAL) RECEIVED
City Clerk's Offiee
Date/Time 05--14-15-
By
s-,4-,sBy .,,.L.
CERTIFICATE
The undersigned, City Clerk of the City of West Memphis,Arkansas, hereby certifies that
the foregoing pages are a true and perfect copy of Ordinance No. 230 , adopted at a regular
session of the City Council of the City of West Memphis, Arkansas, held at the regular meeting
place of the City at 1:30 o'clock p.m., on the 21st day of May, 2015, and that the Ordinance is of
record in Ordinance Record Book No. )m 5 , at page , now in my possession.
GIVEN under my hand and seal on this al day of May, 2015.
Com; -
CJCity Clerk
(SEAL)