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0674 .~ ORDINANCE NO. 6 7 4 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT 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 COST OF SECURING AND DEVEL- OPING 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, CON- STRUCTION AND EQUIPMENT OF THE INDUSTRIAL PROJECT AND THE FINANCING THEREOF: AND DECLARING AN EMERGENCY. WHEREAS, the City of Jacksonville, Arkansas (the "City") is authorized by Act No. 9 of the First Extraordinary Session of the Sixty-Second General As- sembly of the State of Arkansas, approved January 21, 1960, as amended ("Act No. 90) to acquire lands, construct and equip manufacturing buildings, ;mprove- ments and facilities and to incur other costs and expenses and make other expend- itures incidental to and for the securing and developing of industrial oper~ a ti1ons; and WHEREAS, the City is authroized by Act No.9 to issue Industrial Develop- ment Revenue Bonds payable from revenues derived from the industrial project so acquired, constructed and equipped and secured by a lien thereon and security interest therein; and WHEREAS, the necessary arrangements have been made with Vertac Chemical Corporation, a Delaware corporation (IlVertac") for a substantial industrial pro- ject consisting of the acquisition and construction of machinery, equipment, im- provements and facilities for the expansion of its industrial operations within the City of Jacksonville (the "Projectll) and to lease the Project to Vertac 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 ex- penses incidental thereto and expenses of authorizing and issuing bonds, is be- ing furnished by the City issuing Industrial Development Revenue Bonds (the ilBonds") under the provisions of Act No.9 in the principal amount of Seven Hun- dred Thousand Dollars ($700,000); and WHEREAS, the Bonds are being issued in the principal amount, dated, bearing interest, maturing and subject to the redemption as hereafter set forth in the form of Indenture authorized by this Ordinance; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Jackson- v ill e, A r ka n sa s : Sf Section 1. That there be, and there is hereby authorized and directed the following: (a) The sale of the Bonds to Stephens, Inc., Little Rock, Arkansas, at a purchase price of $700,000 pursuant to the recommendation of Vertac and, in connection therewith, the execution by the Mayor and Clerk of a Bond Purchase Agreement with such purchaser. (b) The acquiring, constructing and equipping of the project, and in connection therewith, the execution of architectural, engineering, construction and other contracts or the accep- tance of an assignment of any such contracts previously executed by Vertac, 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. Section 2. That the issuance of the Bonds in the total principal amount of $700,000 is hereby authorized, and the immediate delivery of the Bonds is hereby authorized. To prescribe the terms and conditioRS upon which the bonds are to be secured, executed, authenticated, accepted and held, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture (the IlIndenture~J), and the City Clerk is hereby authroized 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 Tru'stee. The In- denture, 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 the 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 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 Bonds, the execution and delivery of an Official Statement, and the performance of all acts of whatever nature necessary to effect and carry out the authority con- ferred 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 complex industrial facilities, requiring highly specialized 5~ work and specialized types of equipment, and, therefore, competitive bidding is waived. Thi's acti'on is taken by the City Council 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 provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the se~tions, phrases and provisions. Section 6. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 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 unempioyment 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 and this Ordi- nance 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 this 18 day of Ma rc h , 1982. CITY OF JACKSONVILLE, ARKANSAS 4'~ ATTEST: ~LJJj-~~ City Cl erk VED AS TO E p. \ < Ci ty 'Attorney- (EMERGENCY CLAUSE ADOPTED. ORDINANCE EFFECTIVE IMMEDIATELY)