Loading...
20034ORDINANCE NO. 20,034 AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE CERTAIN INDUSTRIAL FACILITIES; AUTHORIZING THE LEASING OF SUCH FACILITIES TO SAGE V FOODS, LLC; AUTHORIZING A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING THE SALE OF THE BONDS; AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City "), is authorized and empowered under the provisions of Title 14, Chapter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated (the "Act "), to issue revenue bonds and to expend the proceeds thereof to finance land, buildings or facilities which can be used in securing or developing industry; and WHEREAS, it is proposed that the City issue its revenue bonds under the Act for the purpose of financing certain industrial facilities in the Little Rock Port Industrial Park (the "Project "), generally consisting of a rice production facility, together with related land and machinery, equipment and other tangible personal property, for use by Sage V Foods, LLC, a California limited liability company (the "Company "), and paying the bond guaranty fees and expenses of issuing the bonds; and WHEREAS, the Project will be owned by the City and leased to the Company pursuant to the provisions of a Lease Agreement (the "Lease Agreement ") between the City and the Company; and WHEREAS, after due consideration, the City has determined to proceed with financing the Project and to issue and sell its revenue bonds in the aggregate principal amount of $11,000,000 (the "Bonds "), and in connection therewith to enter into a Trust Indenture (the "Indenture ") between the City and Regions Bank, Little Rock, Arkansas, as Trustee (the "Trustee "), to secure the Bonds; and WHEREAS, the Bonds will be sold to Morgan Keegan & Company, Inc. (the "Underwriter ") pursuant to a Bond Purchase Agreement (the "Purchase Agreement ") among the City, the Company, and the Underwriter; and WHEREAS, in contemplation of the issuance of the Bonds the Arkansas Development Finance Authority and the Arkansas Economic Development Commission made an interim loan to the Company in the maximum principal amount of $11,000,000 for the purpose of financing the Project (the "Interim Loan "), and a portion of the proceeds of the Bonds will be used to repay such Interim Loan; and WHEREAS, forms of the Purchase Agreement, Indenture, and Lease Agreement have been presented to and are before this meeting; NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. The Board of Directors hereby finds that the accomplishment of the Project, and the issuance of the Bonds to finance the same, will provide substantial employment and payrolls and will thereby secure and develop industry within and near the City. Section 2. The issuance of the Bonds in the aggregate principal amount of $11,000,000 is hereby authorized. The Bonds shall be issued in two series designated: (a) City of Little Rock, Arkansas Taxable Industrial Development Revenue Bonds (Sage V Foods, LLC Project), 2008 Series A, in the principal amount of $6,000,000, and (b) City of Little Rock, Arkansas Taxable Industrial Development Revenue Bonds (Sage V Foods, LLC Project), 2008 Series B, in the principal amount of $5,000,000. The Bonds shall bear interest at the rate or rates per annum as shall be recommended by the Company and set forth in the Indenture, so long as no rate exceeds the maximum permitted by Amendment No. 60 to the Arkansas Constitution or other applicable law and the true interest cost on the Bonds does not exceed 7 1/4% (after taking into account underwriter's discount and original issue premium or original issue discount, if any). The Bonds shall mature (or be subject to mandatory sinking fund redemption) on the date or dates and in the principal amount or amounts as shall be recommended by the Company and set forth in the Indenture, so long as the final maturity of the Bonds is not greater than 15 years from their date of issuance and the weighted average maturity of the Bonds is not greater than I I years. The Bonds shall be issued in the forms and denominations, shall be dated, shall be numbered, and shall be subject to redemption prior to maturity all upon the terms and conditions recommended by the Company and set forth in the Indenture. Section 3. The Bonds shall be sold to the Underwriter for the purchase price of 99.33% of the aggregate principal amount thereof, plus original issue premium or minus original issue discount, if any, and plus accrued interest, if any, from the date of the Bonds to the date of delivery, which price is recommended by the Company, and upon the terms and conditions set forth in the Purchase Agreement. The Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company, the Underwriter and others in order to complete the Purchase Agreement and to execute and deliver the same on behalf of the City in substantially the form presented to this meeting with such changes as shall be approved by him, his execution to constitute conclusive evidence of such approval. Section 4. To prescribe the terms and conditions upon which the Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor and City Clerk are hereby authorized and directed to execute and acknowledge the Indenture for and on behalf of the City. The Indenture is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee and others in order to complete the Indenture in substantially the form submitted to this meeting with such changes as shall be approved by him, his execution to constitute conclusive evidence of such approval. Section 5. There is hereby authorized the execution and delivery of the Lease Agreement, and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Lease Agreement for and on behalf of the City. The Lease Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company and others in order to complete the Lease Agreement in substantially the form submitted to this meeting with such changes as shall be approved by him, his execution to constitute conclusive evidence of such approval. Section 6. There is hereby authorized the preparation and distribution to various prospective and actual purchasers of the Bonds of an Official Statement (and Preliminary Official Statement) describing the Bonds and their security and setting forth such other information as may be determined to be necessary or desirable. The Mayor is hereby authorized to execute such Official Statement on behalf of the City. Section 7. The acquiring, constructing and equipping of the Project, and the issuance and sale of the Bonds, are exceptional situations in which the City has no responsibility for payment of the costs and expenses thereof, all of which are payable by the Company, and the Company's recommendations with respect thereto are acceptable to the City. In particular the Board of Directors finds that (i) the Project consists of industrial facilities within the meaning of the Act, and (ii) the Company's selection of Bond Counsel is a nationally recognized firm in the field of municipal bonds, familiar with the Company, the Act, and the policies of the City with respect to the issuance of bonds of the type now being issued. Therefore, pursuant to applicable laws of the State of Arkansas, including the Act and Section 14 -47 -138 of the Arkansas Code of 1987 Annotated, competitive bidding is hereby waived. Section 8. The repayment of the Interim Loan, and the use of the proceeds of the Bonds for such purpose, is hereby authorized. Section 9. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the documents herein authorized and the performance of all obligations of the City thereunder, the issuance, execution, sale and delivery of the Bonds, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance. The Mayor and City Clerk 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 10. The City Clerk is hereby authorized and directed to file in the office of the City Clerk, as a part of the minutes of the meeting at which this Ordinance is adopted, for inspection by any interested person copies of the Purchase Agreement, the Indenture, and the Lease Agreement, and such documents shall be on file for inspection by any interested person. Section 11. 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 12. All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. There is hereby found and declared to be an immediate need for the securing and developing of industry in order to provide substantial employment and payrolls, thereby alleviating unemployment and otherwise benefitting 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 Ordinance being necessary for the preservation of the public peace, health and safety shall be in force and effect immediately upon and after its passage. PASSED: October 14, 2008. ATTEST: (SEAL) t Mayor r �Al %j v t Mayor CERTIFICATE The undersigned, City Clerk of the City of Little Rock, Arkansas, hereby certifies that the foregoing pages are a true and perfect copy of Ordinance No. , adopted at an adjourned session of the City Council of the City of Little Rock, Arkansas, held at the regular meeting place of the City at 4:00 o'clock p.m., on the 14th day of October, 2008, and that the Ordinance is of record in Ordinance Record Book No. , at page , now in my possession. GIVEN under my hand and seal on this day of October, 2008. City Clerk (SEAL)