AMENDMENT 477 RATIFIED

Amendment of Amendment No. 465. City of Jackson Port Authority.

Section 1. The following amendment to section 6 of constitutional Amendment 465 is hereby proposed:

Section 6. A corporation organized and existing under the provisions of this amendment shall have the following powers, together with all powers incident thereto or necessary for the performance of those stated herein:

(a) To adopt and from time to time amend bylaws for the regulation of its affairs and the conduct of its business;

(b) To adopt an official seal and alter the same at its pleasure;

(c) To maintain a principal office in the city of Jackson;

(d) To sue and be sued in its own name, excepting actions in tort against the corporation;

(e) To construct, own, operate, lease, build, install, acquire, maintain, equip, use and control marinas, ports, waterfront facilities, docks, wharves, piers, berths, quays, warehouses, loading and unloading facilities, boat and barge docking facilities, fishing facilities, pavilions, auditoriums, shops, stores, boat launching facilities, dry docks, canals, recreational facilities, campgrounds, parking facilities, office and other commercial buildings, water systems, electrical systems, gas and fuel oil pipelines and pumping stations, railroad lines and railway systems, helicopter and airline landing and loading facilities, industrial and manufacturing sites, buildings and facilities, coal and other solid fuel handling facilities, wood products manufacturing and handling facilities, agriculture and farm commodity handling, storage and processing facilities, drainage and sewage facilities, liquid and solid waste handling and disposal facilities, conveyor systems, jetties, mooring facilities, and all necessary or convenient approaches, easements, roads, streets and ways leading thereto or used in conjunction therewith; and specifically including herein bridge and road relocation, and the construction, maintenance and operation of bridges, tunnels, overpasses, underpasses, roads and sidewalks; and the construction, leasing, operation, equipping, owning, using, controlling and maintaining of public terminal and transfer facilities, flood control facilities, water and soil erosion facilities, railroad and highway bridge relocation and construction and maintenance of the same and all other types of waterway facilities pursuant to all state, county, local and federal laws and regulations relative to the operation and maintenance of the Tombigbee river;

(f) To own, acquire, maintain and control easements, rights of way, streets, approaches, roads, interests in land, including the fee simple title to real property, riparian rights, and mooring rights necessary, useful or convenient in gaining access, entry or approach to waterways, rivers, canals and streams, whether or not navigable and whether or not such easements, rights of way, streets, approaches, roads, interests in land, riparian rights and mooring rights lead to property owned or controlled by the corporation;

(g) To acquire, whether by purchase, construction, exchange, gift, lease or otherwise and to improve, equip and furnish and to own and maintain or lease one or more projects or parts thereof, including all real and personal properties and interests therein which its board may deem necessary in connection therewith, regardless of whether or not any such project or projects shall then be in existence;

(h) To acquire, receive, take, hold, lease or operate, whether by purchase, gift, devise or otherwise, property of every description, whether real, personal or mixed, and to manage the same and to improve or develop any undeveloped property owned, leased or controlled by it;

(i) To sell, convey, lease or grant options for such purposes, any or all of its projects or properties, whenever its board shall find that such action is in the furtherance of the purposes for which the corporation was organized;

(j) To exchange or donate any or all of its projects or properties or parts thereof whenever its board shall find such action to be in furtherance of the purpose for which the corporation was organized;

(k) To execute and deliver such contracts or instruments of writing and to take such action as may be necessary or convenient to carry out the purposes for which the corporation was organized or to exercise any power or authority granted herein;

(l) To lease or let any project or any part thereof to such tenant or tenants for such term or terms at such compensation or rentals and subject to such provisions;

(m) To furnish or supply upon any property owned, leased or controlled by the corporation to any persons, machines, automobiles, and watercraft thereon, for reward or compensation, any goods, commodities, safety and health care facilities, fire-fighting and prevention facilities, and services convenient or useful to the owners, operators and users of any watercraft, machines, and automobiles, and to persons upon property owned, leased or controlled by the corporation, including, but not limited to, food, lodging, shelter, lawful drinks, confections, oil, gasoline, motors and watercraft, motor and watercraft parts and equipment, guard services, space in buildings, space for buildings and structures, communication facilities, telephone systems, and the services of mechanics, repairmen and technicians;

(n) To charge fees for admission to any of its properties;

(o) To borrow money on such terms as are acceptable to the corporation for any corporate purpose and to execute and deliver its promissory note or notes and such other agreements as may be reasonably necessary or required to consummate the loan and secure the payment of the indebtedness;

(p) To sell, exchange and convey any of its properties that may have become obsolete or worn out or that may no longer be needed or useful, subject to the approval of the directors of the corporation;

(q) To procure and agree to the procurement of insurance or guarantees from the United States of America or any agency or instrumentality thereof, or from any private insurance company, of the payment of any bonds issued by the corporation, and to pay premiums or fees for any such insurance or guarantees;

(r) To enter into contracts with, to accept aid, loans and grants from, to cooperate with, and to do any and all things not specifically prohibited by this amendment, and other applicable laws of the state that may be necessary in order to avail itself of the aid and cooperation of the United States of America, the state, the county or any agency, instrumentality or political subdivision of either thereof in furtherance of the purposes of the corporation;

(s) To appoint, employ, contract with and provide for compensation of such officers, employees and agents, including engineers, attorneys, planning consultants, fiscal advisors, architects, accountants, financial experts, fiscal agents, managers and such other advisors, consultants and agents as may in its judgment be necessary or desirable as the business of the corporation may require, including the power to fix working conditions by general rule or other conditions of employment and at its option to provide a system of disability pay, retirement compensation and pensions or any of them and to hire and fire servants, agents, employees and officers at will;

(t) To fix, establish, collect and alter landing fees, docking fees, tolls, rents and other charges for the use of any facility or other property owned or controlled by the corporation;

(u) To make and enforce rules and regulations governing the use of any property or facility or other property owned or controlled by the corporation;

(v) To procure insurance against any loss in connection with its property and other assets in such amounts and from such insurers as its board may deem desirable;

(w) To enter into a management contract or contracts with any person, firm or corporation, whether public or private, for the management, supervision or operation of all or any part of its facilities as may in the judgment of the corporation be necessary or desirable in order to perform more efficiently or economically any function for which it may become responsible in the exercise of the powers conferred upon it by this amendment;

(x) To invest its monies (including, without limitation, the monies held in any special fund created pursuant to any trust indenture or agreement or resolution securing any of its bonds or notes and proceeds from the sale of any of its bonds or notes) not required for immediate use in:

(1) any debt securities that are direct, general obligations of the United States of America,

(2) any debt securities, the payment of the principal or any interest on which is unconditionally guaranteed by the United States of America,

(3) any time deposit with, or any certificate of deposit issued by, any bank which is organized under the laws of the United States of America or any state thereof and deposits in which are insured by the Federal Deposit Insurance Corporation or any department, agency or instrumentality of the United States of America that may succeed to the functions of such corporation, and

(4) any debt obligation in which an insurance company organized under the laws of the state may legally invest its money at the time of investment by the corporation;

(y) To issue its bonds for the purpose of carrying out any of its powers and to apply proceeds from the sale of its bonds not only for payment of interest thereon prior to and during the construction and equipment of any buildings, structures, facilities or other improvements being financed thereby but also to pay bond discount, commissions or other financing charges, interest on the obligations issued in evidence of such borrowing for such period as its board shall deem advisable, fees and expenses of financial advisors and planning and management consultants, all legal, accounting, publishing, printing, recording and filing fees and expenses and such other expenses as shall be necessary or incident to such borrowing;

(z) To mortgage and pledge any or all of its projects or any part or parts thereof, as security for the payment of the principal, interest and premium, if any, on any bonds so issued and any agreements made in connection therewith, whether then owned or thereafter acquired, and to pledge the revenues and receipts therefrom or from any thereof;

(aa) To exercise the power of eminent domain in the manner provided in and subject to the provisions of Act No. 85-548, S. 287, 1985 Regular Session (Acts 1985, p. 802), as amended;

(bb) To expend funds for the purchase or lease of materials, equipment, supplies or other personal property without compliance with the provisions of the competitive bid laws then in effect in the state of Alabama that might otherwise be applicable;

(cc) To lend upon such terms and conditions as its board may deem advisable, all or any portion of the proceeds derived from the issuance of its bonds, notes or obligations to a user, whether pursuant to one or more loan agreements or in conjunction with the lease or sale of one or more facilities to such user or the purchase of any authorized purpose obligation relating to a facility or facilities operated by such user, for one or more or any combination of the following purposes:

(1) To enable such user to borrow an amount not substantially in excess of the equity (determined on any basis not resulting in a higher value for any facility in question than the estimated replacement cost or the appraised market value thereof, whichever may be greater) which such user may then have in any facility or facilities;

(2) To enable such user to refinance any outstanding indebtedness incurred or assumed in connection with the acquisition, improvement or operation of any existing facility or facilities;

(3) To enable such user to finance the costs of acquiring, by purchase, construction or otherwise, one or more facilities and/or the costs of expending or improving one or more facilities, regardless of whether any such facility has theretofore been owned or leased by such user or is to be acquired or leased by such user; and

(4) To enable such user to borrow working capital for use in the operation of one or more facilities,

(dd) To do any and all things necessary or convenient to carry out its purposes and to exercise its powers pursuant to the provisions of this amendment.

Provided however, the powers specified in subsections (e), (f), (g), (h), (i), (j), (l), (m), (n), (t), (u), and (aa) of this section shall be granted and enforceable only within the city of Jackson and the police jurisdiction of the city of Jackson as said police jurisdiction exists on the date this constitutional amendment is ratified.

Section 2. It is further proposed to amend constitutional Amendment 465 by deleting section 16 from said constitutional amendment in its entirety. Said deletion shall constitute the repeal of said section 16 and the section shall be null and void. Said deletion shall have no effect on all remaining sections of the constitutional amendment.