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0 ORDINANCE No. 16,42
AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL
DEVELOPMENT REVENUE BONDS FOR THE PURPOSE OF
PROVIDING PERMANENT FINANCING FOR INDUSTRIAL
FACILITIES; AUTHORIZING TWO BOND PURCHASE
AGREEMENTS PROVIDING FOR THE SALE OF THE BONDS;
AUTHORIZING A TRUST INDENTURE SECURING THE BONDS;
AUTHORIZING A GROUND LEASE AGREEMENT AMONG THE CITY
OF LITTLE ROCK, ARKANSAS, AS LESSOR, THE LITTLE
ROCK PORT AUTHORITY, AND USF YEAST COMPANY, AS
LESSEE; AUTHORIZING A LEASE AGREEMENT BETWEEN THE
CITY OF LITTLE ROCK, ARKANSAS, AS LESSOR, AND USF
YEAST COMPANY, AS LESSEE; AUTHORIZING A PAYMENT IN
LIEU OF TAXES AGREEMENT BETWEEN THE CITY AND USF
YEAST COMPANY; AUTHORIZING AN INDUSTRIAL CUSTOMER
CONTRACT BETWEEN USF YEAST COMPANY AND THE LITTLE
ROCK SANITARY SEWER COMMITTEE AND THE LITTLE ROCK
WASTEWATER UTILITY; AUTHORIZING AND PRESCRIBING
OTHER MATTERS PERTAINING THERETO; AND DECLARING AN
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281
WHEREAS, the City of Little Rock, Arkansas (the "City"), is
authorized and empowered under the provisions of 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 (the "Act"), to issue revenue bonds and to expend the
proceeds thereof to finance the acquisition, construction and
equipment of lands, buildings or facilities which can be used in
securing or developing industry; and
WHEREAS, it is proposed that the City provide permanent
financing, through the issuance of revenue bonds under the Act,
for the costs of leasing, acquiring, constructing and equipping
certain industrial facilities consisting of buildings, machinery
and equipment (the "Project "), and that the City lease the
Project to USF Yeast Company, a Delaware joint venture
partnership (the "Company"), as part of an industrial facility
to be operated by the Company (or its successors or assigns) in
or near the City; and
WHEREAS, pursuant to and in accordance with the provisions
of Act, the City is now prepared to proceed with financing the
Project and to issue and sell up to $11,000,000 in principal
amount of its Industrial Development Revenue Bonds (USF Yeast
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1 Company Project) Series 1993 (the "Bonds°), to provide such
2 financing; and
3 WHEREAS, the City acting by and through the Little Rock
4 Sanitary Sewer Committee ("LRSSC") and the Little Rock
5 Wastewater Utility ("LRWU") and the Company propose to enter
into a certain Industrial Customer Contract providing for the
6 disposal of yeast effluent produced as a by- product of the
7 Company's industrial operations at the Project; and
8 WHEREAS, copies of the hereinafter described Trust
9 Indenture, Ground Lease Agreement, Lease Agreement, Bond
10 Purchase Agreements, Payment in Lieu of Taxes Agreement and the
Industrial Customer Contract have been presented to and before
11 this meeting; and
12 WHEREAS, the Bonds are to be sold and delivered in two
13 series, Series 1993A Bonds and Series 1993B Bonds in the
14 Principal amount of up to $9,000,000 and up to $2,000,000
15 respectively, dated, bearing interest, maturing and subject to
redemption as hereinafter set forth in the form of Indenture
16 authorized by this Ordinance; and
17 WHEREAS, the City Board of Directors has determined that
18 the purposes for which the Bonds are to be issued serve a valid
19 public purpose.
20 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS
OF THE CITY OF LITTLE ROCK, ARKANSAS:
21 SECTION 1. That the issuance of the Bonds is hereby
22 authorized. The Bonds shall be issued in the forms and
23 denominations, shall be dated, shall be numbered, shall mature
24 (over a period not to exceed thirty (30) years), shall bear
25 interest (at a rate or rates not to exceed the maximum amount
allowed by law), and shall be subject to redemption prior to
26 maturity, all upon the terms and conditions recommended by the
27 Company and to be set forth in the Trust Indenture (hereinafter
28 authorized) securing the Bonds.
29 SECTION 2. That the Series 1993A Bonds be sold to First
30 Alabama Bank, Dothan, Alabama, and that the Series 1993B Bonds
be sold to SAP Products Corporation (the "Purchasers ") for the
31 purchase price recommended by the Company and upon the terms and
32 conditions set forth in the Bond Purchase Agreements by and
33 between the City, the Company and the Purchasers, which Bond
34 Purchase Agreements are hereby authorized in substantially the
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forms submitted to this meeting. The Mayor and City Clerk are
1 hereby authorized to execute, acknowledge and deliver the Bond
2 Purchase Agreements for and on behalf of the City.
3 SECTION 3. To prescribe the terms and conditions upon which
4 the Bonds are executed, authenticated, issued, accepted, held
5 and secured, the Mayor is hereby authorized and directed to
execute and acknowledge a Trust Indenture by and between the
6 City and a bank or trust company which will act as Trustee
7 thereunder, dated as of July 1, 1993, or such other date upon
8 which the Company, the City and the trustee shall all agree (the
9 °Indenture°), and the City Clerk is hereby authorized and
10 directed to execute and acknowledge the Indenture and to affix
the seal of the City thereto, and the Mayor and City Clerk are
11 hereby authorized and directed to cause the Indenture to be
12 accepted, executed and acknowledged by the Trustee. The
13 Indenture is hereby approved in substantially the form submitted
14 to this meeting, and the Mayor is hereby authorized to confer
15 with the Trustee, the Company and the Purchasers in order to
complete the Indenture in substantially the form submitted to
16 this meeting with such changes as shall be approved by such
17 persons executing the document, their execution to constitute
18 conclusive evidence of such approval.
19 SECTION 4. That there be, and there is hereby authorized
20 the execution and delivery of a Lease Agreement by and between
the City as Lessor, and the Company as Lessee (the "Lease
21 Agreement"), and a Ground Lease Agreement among the City as
22 Lessor, the Little Rock Port Authority, an the Company as Lessee
23 (the "Ground Lease Agreement") and the Mayor and City Clerk be,
24 and they are hereby, authorized to secure, acknowledge and
25 deliver the Ground Lease Agreement and the Lease Agreement for
and on behalf of the City. The Ground Lease Agreement and the
26 Lease Agreement are hereby approved substantially in the forms
27 submitted to this meeting, and the Mayor is hereby authorized to
28 confer with the Company, the Trustee and the Purchasers in order
29 to complete the Ground Lease Agreement and the Lease Agreement
30 in substantially the forms submitted to this meeting which such
changes as shall be approved by such persons executing the
31 document, their execution to constitute conclusive evidence of
32 such approval.
33 SECTION 5. That there be, and there is hereby authorized
34 the execution and delivery of a Payment in Lieu of taxes
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Agreement between the City and the Company (the °Payment in Lieu
1
of Taxes Agreement°), and the Mayor and the City Clerk be, and
2
they are hereby, authorized to execute, acknowledge and deliver
3
the Payment in Lieu of Taxes Agreement on behalf of the City.
4
The Payment in Lieu of Taxes Agreement is hereby approved
substantially in the form submitted to this meeting, and the
5
Mayor is hereby authorized to confer with the Company in order
6
to complete the Payment in Lieu of Taxes. Agreement in
7
substantially the form submitted to this meeting with such
8
changes as shall be approved by such persons executing the
9
document, their execution to constitute conclusive evidence of
10
such approval.
SECTION 6. That the Mayor and the City Clerk, for and on
11
behalf of the City, be, and they are hereby, authorized and
12
directed to do any and all things necessary to effect the
13
execution and delivery of the Lease Agreement and the Ground
14
Lease Agreement and the performance of all obligations of the
City under the Lease Agreement and the Ground Lease Agreement,
15
and the execution and delivery of the Indenture and the
16
performance of all obligations of the City under and pursuant to
17
the Indenture, the execution and delivery of the Bond Purchase
18
Agreements and the performance of all obligations of the City
19
under and pursuant to the Bond Purchase Agreements, the
issuance, execution, sale and delivery of the Bonds, the
20
execution and delivery of the Payment in Lieu of Taxes Agreement
21
and the performance of all obligations of the City under and
22
pursuant to the Payment in Lieu of Taxes Agreement, and the
23
performance of all acts of whatever nature necessary to effect
24
and carry out the authority conferred by this Ordinance. That
the Mayor and City Clerk be, and they are hereby, further
25
authorized and directed, for and on behalf of the City, to
26
secure all papers, documents, certificates and other instruments
27
that may be required for the carrying out of such authority or,
28
to evidence the exercise thereof.
29
SECTION 7. That there be, and there is hereby authorized
the execution and delivery of an Industrial Customer Contract by
30
and between the City's LRSSC and LRWU and the Company (the
31
"Industrial Customer Contract"), and the Mayor and the City
32
Clerk be, and they are hereby, authorized to execute,
33
acknowledge and deliver the Industrial Customer Contract on
34
behalf of the City. The Industrial Customer Contract is hereby
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approved substantially in the form submitted to this meeting,
1 and the Mayor is hereby authorized to confer with the Company in
2 order to complete the Industrial Customer Contract in
3 substantially the form submitted to this meeting with such
4 changes as shall be approved by such persons executing the
5 document, their execution to constitute conclusive evidence of
6 such approval.
SECTION 8. That the City is hereby involved with the
7 acquiring, constructing and equipping of industrial facilities,
8 and pursuant to applicable laws of the State of Arkansas
9 including particularly the Act, competitive bidding is waived.
10 SECTION 9. That the City Clerk is hereby authorized and
directed to file in the office of the City Clerk, as a part of
11 the minutes of the meeting at which this Ordinance is adopted,
12 for inspection by any interested person, a copy of the documents
13 authorized hereby, and such documents shall be on file for
14 inspection by any interested person.
15 SECTION 10. That the law firm of Wright, Lindsey &
16 Jennings, Little Rock, Arkansas, be appointed to act as Bond
Counsel on behalf of the City in connection with the issuance
17 and sale of the Bonds.
18 SECTION 11. That the provisions of this Ordinance are
19 hereby declared to be separable, and if any section, phrase or
20 provision shall for any reason be declared to be invalid, such
declaration shall not affect the validity of the remainder of
21 the sections, phrases and provisions.
22 SECTION 12. That all ordinances, resolutions and parts
23 thereof in conflict herewith are hereby repealed to the extent
24 of such conflict.
25 SECTION 13. That there is hereby found and declared to be
an immediate need for the securing and developing of industry in
26 order to provide employment and payrolls, alleviate unemployment
27 and otherwise benefit the public health, safety and welfare of
28 the City and the inhabitants thereof, and the issuance of the
29 Bonds authorized hereby and the taking of the other action
30 authorized hereby are immediately necessary for the
31 accomplishing of these public benefits and purposes. It is,
therefore, declared that an emergency exists and this Ordinance
32 being necessary for the immediate preservation of the public
33 peace, health and safety shall be in force and effect
34 immediately upon and after its passage.
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1 PASSED: May 26, 1993
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