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0590 l",t , ORDINANCE NO. 5 9 0 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT 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 PRO- VIDING PERMANENT FINANCING OF THE COSTS OF SECURING AND DEVELOP- ING 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 THEREOF; AND DECLARING AN EMERGENCY. WHEREAS, the Ci ty of Jacksonvi 11 e, Arkansas (the "Ci ty") 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 ex- penditures incidental to and for the implementing and accomplishing of the conduct of manufacturing operations; and WHEREAS, the City is authorized by Act No.9 to issue Industrial Development Revenue Bonds payable from revenues derived from such in- dustrial project so acquired and constructed and secured by a lien there- on and security interest therein; and WHEREAS, the necessary arrangements have been made with AGL Corporation, an Arkansas corporation (the "Company"), for the acquis- ition, construction and equipment of a manufacturing plant consisting of lands, buildings, improvements, machinery, equipment and facilities which will be utilized for the manufacturing of such products as the Company shall elect to manufacture (the "Project") and to lease the Project to the Company pursuant to the terms of a Lease and Agreement subsequently i'denti fied herei'n 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 De- velopment Revenue Bonds under the provi'si'ons of Act No, 9 (the "'Bonds"); and ,~~ PAGE TWO ORDINANCE NO~ 5 9 0 WHEREAS, the Bonds are to be sold and issued in series, with there being initially issued Series 1980 Bonds in, t.he pri.ncipal amount, bearing interest, maturing and subject to redemption as hereinafter set forth in the form of a Trust Indenture authorized by this Ordinance; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Jackson- ville, Arkansas: Section 1. That there be, and there is hereby authorized and directed the following: (a) The sale of the Series 1980 Bonds to Powell & Satterfield, Inc., Little Rock, Arkansas, and the execution by the Mayor and City Clerk of a Contract of Purchase with such purchaser for the price and pursuant to the terms recommended by the Company (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; (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 (d) The application for guaranty of the Series 1980 Bonds by the Arkansas Economic Development Commission, The Company is hereby authorized to make application on behalf of the City for the Arkansas Economic Development Commission Guaranty and all acti'ons by the Company wi.th respect there- to are hereby ratified. Section 2. That the issuance of the Bonds from time to time.is here- by authorized, and the immediate delivery of the Series 1980 Bonds is here- by 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 di.rected to execute and acknowledge a Trust Indenture (the "Indenture"'), and the City Clerk is hereoy authorized and di- rected 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: ,~ PAGE THREE ORDINANCE NO. 5 9 0 (Advice is hereby given that a copy of the Trust Indenture is on file in the office of the City Clerk of the City and is available for inspection by any interested person.) * (NOTE: FILE LOCATION: VARIOUS BOND ISSUES/CITY OF JACKSON- VILLE, ARKANSAS/ACT 9 BOND ISSUE; A.G.L. CORPORATION EX- PANSION/$l MILLION) City Clerk Gerren 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 nec- essary to effect the execution of the Indenture, its execution and acceptance by the Trustee, the performance of all obligations of the City under and pur- suant to the Indenture, the execution and delivery of the Series 1980 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 Ordinance9 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, construct- ing and equipping of industrial facilities and therefore competitive bidding is waived, pursuant to applicabl~ laws of the State of Arkansas, including, particuarly 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 sections, 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 unemployment and otherwi'se 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 Ordin- ance, 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: June 5, 1980. *FOR INFORMATION PURPOSES ONLY/NOT READ INTO THE ORDINANCE ON PASSAGE \~t PAGE FOUR ATTEST: f1:c'le!l~ r APPROVED: ORDINANCE NO. 5 9 0 ~ ~ ~)/ APPROVED AS TO FORM: City Attorney (EMERGENCY CLAUSE AFFIXED. ORDINANCE EFFECTIVE IMMEDIATELY/N. Gerren, C. C.) (SEAL)