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ORDINANCE NO. a,
AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL
DEVELOPMENT REVENUE-BONDS UNDER ARKANSAS CODE ANNOTATED
SECTIONS 14-164-201 to 224, INCLUSIVE (1987), FOR THE
PURPOSE OF SECURING AND DEVELOPING INDUSTRY (THE
PARTICULAR INDUSTRIAL PROJECT IS DESCRIBED IN THE
ORDINANCE); AUTHORIZING THE E%ECUTION AND DELIVERY OF A
BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE
BONDS; AUTHORIZING THE EBECUTION AND DELIVERY OF A
TRUST INDENTURE SECURING THE BONDS; AUTHORIZING AND
PRESCRIBING CERTAIN MATTERS PERTAINING TO THE
INDUSTRIAL PROJECT, THE ACQUISITION, CONSTRUCTION, AND
EQUIPPING THEREOF, AND THE FINANCING THEREOF;
AUTHORIZING A LEASE AGREEMENT BETWEEN THE CITY, AS
LESSOR, AND SUPERIOR INDUSTRIES INTERNATIONAL, INC., AS
LESSEE; AUTHORIZING THE E%ECUTION AND DELIVERY OF THE
LEASE AGREEMENT; PRESCRIBING MATTERS RELATING THERETO;
AND DECLARING AN EMERGENCY.
L
WHEREAS, the City of West Memphis, Arkansas (the "City"),
is authorized by Arkansas Code Annotated Sections 14-164-201 to
224 (1987) (the "Act") to acquire lands, construct and equip
industrial buildings, improvements, and facilities, and incur
costs and expenses and make expenditures incidental to and for
the implementing and accomplishing of the conduct of industrial
operations; and
WHEREAS, the City is authorized by the Act 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, pursuant to a resolution of its City
Council, adopted October 5, 1989, has entered into a Memorandum
of Intent with Superior Industries International, Inc., a
Delaware corporation ("the Company"), to issue such bonds under
the Act to the extent of $3,000,000 for the purposes hereinafter
described for the benefit of the Company, such bonds to be
issued in one or more series as the Company may request; and
WHEREAS, the necessary arrangements have been made with
the Company for a substantial industrial project consisting of
the acquisition, reconstruction, and equipping of industrial
facilities consisting primarily of the purchase of approximately
21.5 acres of real property, the reconstruction of a building of
approximately 138,500 square feet, and the renovation,
acquisition, and installation of equipment (the "Project") to be
utilized in the Company's business of manufacturing automotive
accessories; and
WHEREAS, the necessary arrangements have been made to
lease the Project to the Company pursuant to the terms of a
Lease Agreement (the "Lease Agreement"); and
WHEREAS, permanent financing of the Project costs,
necessary costs and expenditures incidental thereto, and the
cost of the issuance of bonds is being furnished by the City
issuing industrial development revenue bonds under the
provisions of the Act in the principal amount of $2,600,000 (the
"Bonds"); and
WHEREAS, an open public hearing on the question of the
issuance of the Bonds was held before the City Council of the
City on October 19, 1989, following publication of notice in
West Memphis Evening Times on October 4, 1989; and
WHEREAS, the City proposes to enter into a Bond Purchase
Agreement with George K. Baum & Company (the "Underwriter") for
the sale of the Bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF WEST MEMPHIS, ARKANSAS:
Section 1. That the City Council makes the following
findings and determinations:
(a) It has been determined that completion of the
Project will provide additional employment and other benefits.
(b) The Company is an industry which manufactures
automotive accessories and other automotive components.
(c) The Company's presence in the City will be an
important factor in the economic well-being and employment base
for the City and its inhabitants.
~~ ~ Section 2. That there be, and there is hereby authorized
and directed the following:
(a) The issuance of the Bonds in the principal amount
of $2,600,000 and the sale of the Bonds to the Underwriter for a
price of not less than $2,548,000 plus accrued interest to date
of delivery; and to provide the terms and conditions upon which
the Bonds are to be sold to the Underwriter, the Mayor is hereby
authorized and directed to execute at the request of the Company
a Bond Purchase Agreement on behalf of the City, to be dated as
of its date of execution (the "Bond Purchase Agreement"), by and
between the City and the Underwriter; and the Bond Purchase
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 Underwriter in order to complete the
Bond Purchase 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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75004
(Advice is given that, pursuant to the Act, a copy of the
Bond Purchase 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.)
(b) The acquisition, 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 the Company for the construction and
equipping of the Project; and
(c) The performance of all obligations of the City
under the Lease Agreement pertaining to the acquisition,
construction, and equipping of the Project and the performance
of all obligations of the City under the Bond Purchase
Agreement.
Section 3. That the Bonds shall bear interest at the
rates of interest specified in the Bond Purchase Agreement, not
to exceed nine percent per annum at any time, shall mature or be
subject to mandatory sinking fund redemption on December 1 in
the years 1990 to 2009, inclusive, and shall be in the original
aggregate principal amount of $2,600,000. To provide the terms
and 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, dated as of December 1, 1989 (the "Indenture"), by
and between the City and a bank or trust company to be selected
by the Company and the Underwriter, as trustee (the "Trustee"),
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 Underwriter 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 the Act, 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 4. That there be, and there is hereby,
authorized and directed the execution and delivery of a Lease
Agreement, dated as of December 1, 1989, by and between the City
as Lessor and the Company as Lessee (the "Lease Agreement"), and
the Mayor and City Clerk are hereby authorized to execute,
acknowledge, and deliver the Lease Agreement for and on behalf
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75000
r
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 Underwriter 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 the Act, 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 5. That there be, and there is hereby,
authorized and approved the preparation and distribution to
prospective purchasers of the Bonds a Preliminary Official
Statement relating to the Bonds. The Preliminary Official
Statement, as amended to conform to the terms of the Bond
Purchase Agreement, and with such other changes and amendments
as are mutually agreed to by the Mayor on behalf of the City,
the Company, and the Underwriter, is herein referred to as the
"Official Statement," and the Mayor is hereby authorized to
execute the Official Statement for and on behalf of the City.
The Mayor is hereby authorized to confer with the Company, the
Trustee, and the Underwriter in order to complete the Official
Statement, the execution thereof by the Mayor to constitute
conclusive evidence of such approval.
Section 6. 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 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
`r+ Bond Purchase Agreement, the execution and delivery 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. The Mayor and the City Clerk are 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 7. That since the City is here involved with the
acquisition, constructing, and equipping of a complex industrial
project, requiring highly specialized work and specialized types
of machinery and equipment, it has been and is hereby determined
by the City Council that competitive bidding be, and the same is
hereby, waived as to this particular industrial project. This
action is taken by the City Council pursuant to applicable laws
of the State of Arkansas, including particularly the Act.
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Section 8. That Rose Law Firm, a
Association, of Little Rock, Arkansas, is
Bond Counsel with respect to the issuance
George K. Baum & Company, of Kansas City,
appointed Underwriter with respect to the
expenses of which firms shall be costs of
Professional
hereby appointed as
of the Bonds, and
Missouri, is hereby
Bonds, the fees and
the Project.
Section 9. 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 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 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.
PASSED: November 16, 1989.
i:~ i ~ M yor
ATTEST: ,
City
(S E A L)
t? FCc€t';~D
Cs"i't CLERK O~FiCE
DATE---~ t=f~+-=8-~--
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75004