901ORDINANCE NO.
~ ~.:
AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL
DEVELOPMED]T REVENUE BONDS UNDER 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, FOR THE PURPOSE OF
PROVIDING PERMANENT FINANCING OF THE COSTS 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 OTHER MATTERS PERTAINING TO THE
ACQUISITION, CONSTRUCTION AND EQUIPMENT OF THE
INDUSTRIAL PROJECT AND THE FINANCING THEREOF; 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 facilities and to incur other costs and expenses
~ and make other expenditures incidental to and for the implementing
t
and accomplishing of the conduct of manufacturing operations; and
~r" 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 necessary arrangements have been made with
Reflexion Industries, Inc., an Arkansas corporation ("Reflexion"),
for expansion, equipment and improvement of its existing manufacturing.
plant consisting of lands, buildings, improvements, machinery, equip-
ment and facilities which will be utilized for the manufacturing of
such products as Reflexion shall elect to manufacture (the "Project")
and to lease the- Project to Reflexion pursuant to the terms of a
Lease and Agreement subsequently identified herein and referred to
as the "Lease Agreement"; and
WHEREAS, permanent financing of the Project costs, necessary
costs and expenditures incidental thereto and expenses of authorizing
and issuing Bonds, is being furnished by the City issuing Industrial
Development Revenue Bonds under the provisions of Act No. 9 (the
"Bonds"); and
WHEREAS, the Bonds are to be sold and issued in series, with
there being initially issued Series 1977 Bonds in the principal
amount, bearing interest, maturing and subject to redemption as
hereinafter set forth in the form of Indenture authorized by this
Ordinance;
NOW, THEREFORE, BE IT ORDAINED by the City Council 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 Series 1977 Bonds to UMIC, Inc.,
Memphis, Tennessee, and the execution by the
Mayor and City Clerk of a commitment with such
purchaser for the price and pursuant to the terms
recommended by Reflexion (a copy of which shall
be filed in the office of the City Clerk);
(b) The acquiring, constructing and equipping of the
Project, and in connection therewith, the execution
of contracts, and the acceptance of assignments of
~ contracts, for the acquiring, constructing and.
~„~ equipping of the Project; and
(c) The performance of all obligations of the City
under the Lease Agreement pertaining to the
acquiring, constructing and equipping of the
Project and the performance of all obligations
of the City under the contracts referred to in
(b) above; and
Section 2. That the issuance of the Bonds from time to .time
is hereby authorized, and the immediate delivery of the. Series 1977
Bonds is hereby authorized. 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 (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, which constitutes and is hereby made a part
of this Ordinance, shall be in substantially the following form, to wit:
Section 3. 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 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 Series 1977 Bonds, and the performance
of all acts of whatever nature necessary to effect and carry out. the
authority conferred by the Indenture and 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 4. That the City is here involved with the acquiring,
constructing and equipping of industrial facilities, and therefore
competitive bidding is waived, pursuant to applicable laws of the
State of Arkansas, including particularly Act No. 9.
Section 5. That the provisions of this Ordinance are
hereby declared to be separable, and if any section, phrase or pro-
vision shall for any reason be declared to be invalid, such delcaration
shall not affect the validity of the remainder of the sections,
phrases and provisions.
Section h.. That all ordinances, resolutions and parts thereof
in conflict herewith are hereby repealed to the extent of such conflict.
8ectiori 7. 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 that an emergency exists
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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 ,af,:ter its passage.
PASSED: ~~ ,/~ ~ ~' , 1977.
APPROVED:
ATTEST : ~ ~""~
~•
Mayor
y Clerk (/
(SEAL)