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614f' ORDINANCE NO. ~/ L 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 PERMA- NENT FINANCING OF THE COST OF SECURING AND DEVELOPING INDUSTRY (THE PARTICULAR INDUSTRIAL PROJECT IS DESCRIBED IN THE ORDINANCE); AUTHORIZING THE ~{ECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING TO THE INDUSTRIAL PROJECT, THE CONSTRUCTING THEREOF AND THE FINANCING THEREOF; AND DECLARING AN EMERGENCY WHEREAS the City of West Memphis, Arkansas ("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 manufacturing buildings, improvements and facilities and to incur other costs and expenses and make other expenditures 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 the Industrial Project so acquired and constructed and secured by a lien thereon; and WHEREAS the necessary arrangements have been made with Temple Gypsum, Inc. , an Arkansas corporation ("Gypsum"), for a substantial industrial project consisting of lands, buildings, improvements, machinery, equipment and facilities for an industrial plant which will be utilized for the manufacturing of such products as Gypsum shall elect to manufacture (the "Project"), and to lease the Project to Gypsum pursuant to the terms of a Lease and Agreement subsequently identified herein and referred to as the "Lease Agreement"; and WHEREAS Gypsum is a subsidiary of Temple Industries, Inc. , a Texas corporation ("Temple") and Temple has agreed to unconditionally l guarantee performance by Gypsum of its obligations under the Lease Agreement by an instrument identified as the "Temple Guaranty Agreement"; and WHEREAS permanent financing of the Project costs, necessary costs and expenditures incidental thereto and to the expeditious commencement of manufacturing operations, the cost of the issuance of bonds and the amount necessary to provide for interest on bonds until Project revenues are available is being furnished by the issuance of Industrial Development Revenue Bonds by the City under the provisions of Act No. 9 in the principal amount of not to exceed Five Million Dollars ($5, 000, 000) (the "bonds") or "Act No. 9 Bonds "); and WHEREAS there has been submitted to the electors of the City the question of issuing the Act No. 9 Bonds at a special election, and at said special election the electors approved the issuance of the Act No. 9 Bonds; and WHEREAS arrangements upon terms satisfactory to all parties, have been made with Rauscher Pierce & Co. , Inc. , Burnham and Company, Stephens, Inc. and T.j. Raney and Sons and Associates for underwriting the bonds and ttie.bonds are to be sold and delivered in series, with the initial series being designated Series A, and which are dated, bear interest, mature and are sub- ject to redemption as hereafter in the Indenture set forth in detail; 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 bonds; (b) The execution of all necessary architectural, engineering and construction contracts for the constructing and equipping of the Project, with executed copies of all such contracts to be filed in the office of the Clerk; (c) The performance of all obligations of the City under the Lease Agreement pertaining to the constructing and equipping ,~ of the Project and the performance of all obligations of the City under the architectural, engineering and construction contracts referred to in (b) above; and (d) The acceptance, execution and delivery of the Temple Guaranty Agreement. Section 2. That to provide for the authorization of and to secure Industrial Development Revenue Bonds of the City under Act No. 9 in the total principal amount of not to exceed $5, 000, 000, to provide for the immediate execution and delivery of Series A Bonds and 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, and the City Clerk is hereby authorized and directed to execute and acknowledge the Trust Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Trust If~denture to be accepted, executed and acknowledged by the Trustee, with the Trust Inden- ture, which constitutes and is hereby made a part of this Ordinance, to 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 Trust Indenture, its execution and acceptance by the Trustee, the performance of all obligations of the City under and pursuant to the Trust Indenture, 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 and by the Trust Indenture. 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 instru- ments that may be required for the carrying out of the authority conferred by this Ordinance and the Trust Indenture, or to evidence said authority and its exercise . Section 4. It is hereby determined that competitive bidding is not feasible or practical because of the highly specialized nature of the work and the types of equipment and materials involved were such that they did not lend themselves to competitive bidding. This action is taken by the City Council pursuant to the provisions of Section 5 of Act No. 28 of~ the Acts of Arkansas of 1959 (Ark. Stats. Section 19-4425) and pursuant to the authority conferred by Act No. 9 and because the action so taken has been made a condition precedent to the securing and developing of this particular industrial project. Therefore, any requirements under ordinances of the City or under the general laws of the State of Arkansas for competitive bidding be, and the same are hereby, waived for this particular project. 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 or 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 substantial industrial operations in order to provide additional employment, alleviate unemploy- ment 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. 3t 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: ~f'~0~3~~ ~~ ~' 1969. APPROVED: Mayor ATTEST: ~, ity Clerk (SEAL)