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816~ t s (~~ r ~ ~ - ORDINANCE NO. AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER ACT NO. 9 OF THE FIRST EXTRAORDINARY SESSION OF THE SE~CTY-SECOND GENERAL ASSEMBLY OF THE STATE OF ARKANSAS, APPROVED JANUARY 21, 1960, AS AMENDED, FOR THE PURPOSE OP PROVIDING PERMA- NENT PIIVTANCING OF THE COST OF SECURING AND DEVELOPII~TG INDUSTRY (TI-IE PARTICULAR INDUSTRIAL PROJECT IS DESCRIBED IN THE ORDINANCE); AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE BONDS; THE ACCEPTANCE OF A GUARANTl' AGREEMENT; 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 , construct and equip lands , manufacturing buildings , improvements- and facilities and to incur other costs and expenses and make other expenditures incidental to and for the accomplishing of the securing and developing of industry; and WHEREAS, the City is authorized by Act No. 9 to issue Industrial Development Revenue Bonds payable. from revenues derived from the Industrial I?roject so acquired, constructed and equipped and secured by a lien thereon and security interest therein; and WHEREAS, the necessary arrangements have been made with Arkansas Lightweight Aggregate Corporation, an Arkansas corporation ("Arkansas Lightweight Aggregate") for the acquisition and construction of manufacturing facilities which will consist of lands , buildings , improvements , machinery, equipment and facilities which will be utilized for the manufacturing of such products as Arkansas Lightweight Aggregate shall elect to manufacture (the "Project") and to lease the Project to Arkansas Lightweight Aggregate pursuant to the terms of a Lease and Agreement subsequently identified herein and referred to as the "Lease Agreement"; and WHEREAS, Arkansas Lightweight Aggregate is a subsidiary of General Shale Products Corporation, a Delaware corporation ("Leneral Shale") and General Shale has agreed to unconditionally guarantee performance by Arkansas -~ Lightweight Aggregate of its obligations under the Lease Agreement by an Lnstrument ~identifled as the "General Shale Guaranty Agreement''; and WHEREAS, permanent financing of the Project costs, necessary costs and expenditures incidental thereto and expenses of authorizing and issuing bonds, fs being furnished by the City issuing Industrial Development Revenue Bonds under the provisions of Act No. 9 in the principal amount of not to exceed Five Million Dollars ($5, 000, 000) (the "bonds") , which have been approved by the electors of the City at a special election; and WHEREAS, the bonds are to be sold and delivered in series, with there being initially issued Series A in the principal amount, dated, bearing interest, maturiuy at1C] .7 ~.l~Jf. liL Ll1 rC UCnlptlVn aS 11e rC1 rlalLCr sGL 1V1 Lll iii LllCi 1VL111 vi 111.A ~. al ~.uav 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 A Bonds; (b) The acquiring, constructing and equipping of the Project, and in connection therewith, the execution of architectural, engineering, construction and other contracts or the acceptance of an assignment of any such contracts previously executed by Arkansas Lightweight Aggregate, 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 acceptance and execution and delivery of the General Shale Guaranty Agreement in substantially the form presented to the City Council. After execution and delivery a copy shall be filed in the office of the City Clerk. Section 2. That Ilidustrial Development Revenue Bonds of the City under Act No. 9 in the total principal amount of not to exceed $5, 000, 000 are hereby authorized, and the immediate delivery of Series A is hereby authorized. To prescribe the terms and conditions 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 "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. T.he 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 A Bonds, the execution and delivery of an Official Statement or Offering Circular, 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 the 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, con- strutting and equipping of complex industrial facilities, requiring highly specialized work and specializied types of equipment, and, therefore, competitive bidding is waived. This action is taken by the City Council pursuant to applicable laws of the State of Arkansas ,including particularly Act No . 9 . Section 5. That the Mayor and City Clerk for and 'on behalf of the City, be and they are hereby authorized and directed to take all action, and execute and file all documents, necessary to perfect an election to proceed under Section 103 (c) (6) (D) of the Internal Revenue Code of 1954 , a s amended, to the end of insuring that interest on the bonds is exempt from federal income taxes. Section 6. 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 and provisions. Section 7. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section B. That there is hereby found and declared to be an immediate need for the securing and developing of industry in order to provide employment acid payrolls, alleviate unemployment and otherwise benefit the public health, safi~ty 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 Ordinance being necessary for the immediate preservation of the public health, safety and welfare shall be in force and effect immediately upon and after its passage. PASSED ~! / / ~ 1974. APPROVED: .. Mayor ATTEST: i - -~~'" City Clerk (SEAL) i