1085~°
ORDINANCE N0.
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 WEST
MEMPHIS PLYWOOD CORPORATION, AS LESSEE;
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 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 an existing plywood mill consisting of
lands, buildings, improvements, machinery, equipment and
facilities, presently operated by Weyerhaeuser Company, a
Washington corporation, at the City (the "Project"), and that the
City lease the Project to West Memphis Plywood Corporation, an
Arkansas corporation (the "Company"), to be operated by the
Company (or its successors or assigns); and
WHEREAS, pursuant to and in accordance with the
provisions of the Act, a public hearing has been held on this date
before the City Council on the question of the adoption of an
ordinance authorizing the issuance of up to~ $1,800,000 in
aggregate principal amount of revenue bonds under the Act, and
after due consideration the City is now prepared to proceed with
financing the Project and, at the request of the Company, to issue
and sell $1,650,000 in aggregate principal amount of its
Industrial Development Revenue Bonds - West Memphis Plywood
Project, Series 1981 (the "Bonds"), to provide such financing; and
WHEREAS, copies of the hereinafter described Trust
Indenture and Lease and Agreement 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 of ten (10) years), shall bear interest (at a fluctuating
rate not to exceed the maximum permitted by law), and shall be
subject to redemption prior to maturity all upon the terms and
conditions recommended by the Company and set forth in the Trust
Indenture (hereinafter authorized) securing the Bonds.
Section 2. That the Bonds be sold to First National
Bank of Hot Springs, Hot Springs, Arkansas (the "Purchaser"), for
the purchase price of 100 cents on the dollar, plus accrued
interest on the Bonds from the date of the Bonds to the date of
delivery to the Purchaser, if any, which price has been
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 First National Bank of Hot Springs, Hot
Springs, Arkansas, as Trustee thereunder (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 and the Company 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 and the Trustee 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 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 and the performance
of all obligations of the City thereunder, the execution and
delivery of the Indenture 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. 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 6. That the City is hereby 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 7. That the City Clerk is hereby authorized and
directed to file in the office of the City Clerk, as apart of the
minutes of the meeting at which this Ordinance is adopted, for
inspection by any interested person a copy of the Indenture and
Lease Agreement, and such documents shall be on file for
inspection by any interested person.
Section 8. 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 9. 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 10. That all ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
Section 11. 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, declared
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that an emergency exists and this Ordinance being necessary for
the immediate preservation of the public peace, health and safety
shall be in force and effect immediately upon and after its
passage.
PASSED: November 5, 1981.
ATTEST:
Mayo
City C
(SEAL)
i^Apl / vV/