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HomeMy WebLinkAbout14568M M M WHEREAS, the City of Little Rock, Arkansas (the "Issuer "), is authorized and empowered by the provisions of the Municipalities and Counties Industrial Development Revenue Bond Law, Acts 1960 (Ex. Sess.), No. 9, as amended (the "Act "), to issue its revenue bonds for the purpose of financing land, buildings or facilities of any and every nature whatsoever that can be used in securing or developing industry within or near the Issuer upon such terms as the Board of Directors of the Issuer shall deem advisable and as shall not conflict with the provisions of the Act; and WHEREAS, in order to accomplish the purpose of the Act, the Issuer has determined it necessary and advisable to finance the costs of the acquisition, construction and installation of certain additions and improvements, (the "Project ") for CPC International Inc., a Delaware corporation (the "Company "), at the Company's food processing facility located within the Issuer which Project will be used by the Company and which Project qualifies as "facilities" which may be financed pursuant to the Act; and WHEREAS, this Board of Directors did on June 21, 1983 adopt a resolution indicating its intent to issue industrial development revenue bonds of the Issuer for financing the cost of the Project; and WHEREAS, the Company has advised the Issuer that the cost of the Project proposed to be financed with industrial development revenue bonds of the Issuer, together with the costs incident to the authorization, issuance and sale of such bonds, is currently estimated to be $1,000,000; and 521 WHEREAS, it is now proposed that the Issuer finance the cost of the acquisition, construction and installation of the Project through the issuance of its Industrial Development Revenue Bonds (CPC International Inc. Project) Series 1983, in the aggregate principal amount of $1,000,000 (the "Bonds ") and lease the Project to the Company; and D -3 f // ORDINANCE NO. 14.568 AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE UNDER THE MUNICIPALITIES AND COUNTIES INDUSTRIAL DEVELOPMENT REVENUE BOND LAW, ACTS 1960 (EX. SESS.), NO. 9, BY THE CITY OF LITTLE ILn ROCK, ARKANSAS, OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS (CPC INTERNATIONAL INC. PROJECT) SERIES 1983, FOR THE PURPOSE OF FINANCING CERTAIN p INDUSTRIAL FACILITIES; AUTHORIZING THE EXECUTION o; AND DELIVERY BY THE CITY OF LITTLE ROCK, ARKANSAS �4 OF SUCH BONDS AND A LEASE AGREEMENT, INDENTURE OF q TRUST, BOND PURCHASE AGREEMENT, EASEMENT AGREEMENT, v AND OTHER DOCUMENTS AND INSTRUMENTS IN CONNECTION THEREWITH, AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH; AND DECLARING AN EMERGENCY M M WHEREAS, the City of Little Rock, Arkansas (the "Issuer "), is authorized and empowered by the provisions of the Municipalities and Counties Industrial Development Revenue Bond Law, Acts 1960 (Ex. Sess.), No. 9, as amended (the "Act "), to issue its revenue bonds for the purpose of financing land, buildings or facilities of any and every nature whatsoever that can be used in securing or developing industry within or near the Issuer upon such terms as the Board of Directors of the Issuer shall deem advisable and as shall not conflict with the provisions of the Act; and WHEREAS, in order to accomplish the purpose of the Act, the Issuer has determined it necessary and advisable to finance the costs of the acquisition, construction and installation of certain additions and improvements, (the "Project ") for CPC International Inc., a Delaware corporation (the "Company "), at the Company's food processing facility located within the Issuer which Project will be used by the Company and which Project qualifies as "facilities" which may be financed pursuant to the Act; and WHEREAS, this Board of Directors did on June 21, 1983 adopt a resolution indicating its intent to issue industrial development revenue bonds of the Issuer for financing the cost of the Project; and WHEREAS, the Company has advised the Issuer that the cost of the Project proposed to be financed with industrial development revenue bonds of the Issuer, together with the costs incident to the authorization, issuance and sale of such bonds, is currently estimated to be $1,000,000; and 521 WHEREAS, it is now proposed that the Issuer finance the cost of the acquisition, construction and installation of the Project through the issuance of its Industrial Development Revenue Bonds (CPC International Inc. Project) Series 1983, in the aggregate principal amount of $1,000,000 (the "Bonds ") and lease the Project to the Company; and D -3 f // 522 WHEREAS, the Board of Directors of the Issuer has here- tofore and does now find and determine that, in order to further and better provide for industrial development and employment opportunities for the inhabitants of the Issuer, to add to the welfare and prosperity of the Issuer and its inhabitants and to aid in the securing and developing of industry within and near the Issuer and in the State of Arkansas pursuant to the Act, it is desirable to provide for the issuance of the Bonds to finance all or a portion of the cost of the Project and to pay expenses incidental to the issuance of the Bonds; and WHEREAS, a Lease Agreement dated as of December 1, 1983 (the "Agreement ") will be executed by and between the Company and the Issuer, whereby the Issuer will lease the Project to the Company and the Company will covenant and agree (1) to make rental payments for the Project sufficient to provide for the payment of principal of, premium, if any, and interest on the Bonds a& and when the same become due and payable and (ii) to make such other payments and satisfy such other obligations as may be required by the Act; and WHEREAS, the Bonds will be issued under and pursuant to, and are to be secured by, an Indenture of Trust dated as of December 1, 1983 (the "Indenture ") by and between the Issuer and Worthen Bank & Trust Company N.A., as Trustee (the "Trustee "); and WHEREAS, it is proposed that the Issuer enter into a Bond Purchase Agreement dated the date hereof (the "Bond Purchase Agreement ") by and among the Issuer, the Company and Norwest Bank Minneapolis, National Association, as purchaser (the "Purchaser "); and WHEREAS, pursuant to the Easement Agreement, dated as of December 1, 1983 (the "Easement Agreement ") between the Issuer and the Company, the Company will grant an easement to the Issuer and the Trustee to maintain the Project upon the Land (as defined in the Agreement); and WHEREAS, pursuant to a Guaranty Agreement, dated as of December 1, 1983 (the "Guaranty Agreement ") the Company will guarantee to the Trustee for the benefit of the owners from time to time of the Bonds the payment of principal of, premium, if any therein on the Bonds as and when the same become due; and WHEREAS, there have been presented to this meeting forms of the following documents which the Board of Directors proposes to approve or enter into: -2- M M M a. The Indenture (including the form of the Bonds); b. The Agreement; c. The Bond Purchase Agreement; d. The Easement Agreement; e. The Guaranty: � M M NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS AS FOLLOWS: Section 1. The Issuer shall finance the acquisition, construction and installation of the Project with the proceeds of the Bonds and shall lease the Project to the Company in accordance with the provisions of the Agreement for the purposes described above. Section 2. The Issuer is hereby authorized to issue and sell $1,000,000 aggregate principal amount of the Bonds to the Purchaser at a purchase price of 100% of the principal amount of the Bonds to be purchased plus accrued interest, if any, from the date of the Bonds to be issued for the purpose of providing funds to pay the cost of acquiring, constructing and installing the Project and costs of issuing the Bonds. The Bonds shall be substantially in the forms set forth in the Indenture, with appropriate insertions and revisions in order to comply with the provisions of this Ordinance and the Indenture (as executed). The Bonds shall mature on December 1, 2003, and shall initially bear interest (computed on the basis of a 365 or 366 day year, as the case may be) from their date on the unpaid principal balance thereof until paid at the varying rate (the "Floating Rate ") per annum which is 55% of the Prime Rate (as defined in the Indenture) adjusted at the times, in the manner, and subject to the limitations prescribed in the Indenture, provided, however, that commencing on the Conversion Date (as defined in the Indenture), which may be on or after December 1, 1984, the Bonds shall bear interest (computed on the basis of a 360 -day year of twelve 30 -day months) on the outstanding principal balance thereof at the Fixed Rate (as defined in the Indenture) on the dates and in the manner set forth in the Indenture. In no event shall the interest rate on the Bonds exceed the maximum rate of interest permitted under the Constitution and laws of Arkansas on the date of delivery of the Bonds. The Pricing Committee (as defined in the Indenture) is hereby authorized to set the Fixed Rate in the manner and to the extent provided in the Indenture. The Bond initially delivered to the Purchaser (if delivered prior to June 1, 1984) shall be dated its date of issuance and authentication; Bonds subsequently issued for exchange or transfer shall be dated as provided in the Indenture. All Bonds shall bear interest from their date, payable semiannually on June 1 and December 1 of each year until paid. Except as provided in the Indenture, the principal of and premium, if any, on the -3- 523 Bonds shall be America at the and payment of registered own the registered 524 payable in lawful money of the United States of principal corporate trust office of the Trustee interest on each bond shall be made to the sr thereof and shall be paid by check mailed to owner as provided in the Indenture. The Bonds shall be issued pursuant to and in full compliance with the provisions of the Act and shall be subject to mandatory and optional redemption and tender for purchase and have such other terms and conditions and shall be issued in such manner and subject to such provisions, covenants and agreements, as are specified in the Indenture, as executed. The Bonds shall be issued pursuant to and in full com- pliance with the Constitution and laws of the State of Arkansas, and under the provisions of the Act. The Bonds are special obligations of the Issuer payable solely out of the revenues and receipts derived by the Issuer from the Project pursuant to the Agreement or otherwise as provided in the Indenture, and the Issuer's rights under the Agreement (except for the Issuer's rights with respect to title to the Project and certain of the Issuer's rights to indemnification, to attorneys' fees and to reimbursement for expenses) are hereby pledged and assigned to the Trustee as security for payment of the Bonds as provided in the Indenture, as executed, and such revenues and receipts shall not be pledged or hypothecated in any manner except as provided in the Indenture and Agreement, as executed. The Bonds shall not constitute ail indebtedness of the Issuer or a loan of credit thereof within the meaning of any constitutional or statutory limitation. The Bonds shall not in any respect be a general obligation of the Issuer nor shall they be payable in any manner from revenues raised by taxation. Section 3. The Issuer is hereby authorized to enter into the Agreement, in substantially the form presented to this meeting, under which the Issuer shall lease the Project to the Company upon the terms and conditions as set forth in the Agree- ment submitted to the Board of Directors of the Issuer on the date hereof, with such changes not inconsistent with this Ordinance as shall be approved by the officers of the Issuer executing the Agreement, such officers' signatures thereon being conclusive evidence of their approval thereof. Section 4. The Issuer is hereby authorized to enter into the Indenture, in substantially the form presented to this meeting, under which the Issuer shall pledge and assign its rights under the Easement Agreement and the Agreement (except for the Issuer's rights with respect to title to the Project and certain rights to indemnification, to attorneys' fees and to reimbursement for expenses) to the Trustee for the benefit of the holders and owners of the Bonds upon the terms and conditions as set forth in the Indenture, submitted to the Board of Directors of the Issuer on the date hereof, with such changes not inconsistent -4- with this Ordinance as shall be approved by the officers of the Issuer executing the Indenture, such officers' signatures thereon being conclusive evidence of their approval thereof. Section 5. The Issuer is hereby authorized to enter into the Bond Purchase Agreement, in substantially the form presented to this meeting, submitted to the Board of Directors of the Issuer on the date hereof, with such changes not inconsistent with this Ordinance as shall be approved by the officer of the Issuer executing the Bond Purchase Agreement, such officer's signature thereon being conclusive evidence of such approval. Section 6. The Issuer is hereby authorized to enter in to the Easement Agreement, in substantially the form presented to this meeting, submitted to the Board of Directors of the Issuer on the date hereof, with such changes not inconsistent with this Ordinance as shall be approved by the officers of the Issuer executing the Easement Agreement, such officers' signatures thereon be the conclusive evidence of such approval._ Section 7. The Mayor of the Issuer is hereby authorized and directed to cause the Bonds to be prepared in the form now before this meeting and hereby approved. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of its Mayor and shall be attested by the manual or facsimile signature of its City Clerk, provided that at least one of such signatures shall be a manual signature, and the seal of the Issuer or a facsimile thereof shall be imprinted or impressed on the Bonds. The Mayor, the City Clerk or any other officer of the Issuer is hereby authorized and directed to deliver the Bonds to the Trustee for authentication, as so executed, for and on behalf of, and as the act and deed of, the Issuer in the manner provided in the Indenture, as executed, and the Trustee is hereby requested to authenticate the Bonds in accordance with the Indenture. The Mayor of the Issuer is hereby authorized and directed to execute and deliver the Indenture, the Agreement, the Easement Agreement and the Bond Purchase Agreement for and on behalf of, and as the act and deed of, the Issuer. The City Clerk of the Issuer is hereby authorized and directed to attest the Agreement, the Easement Agreement and the Indenture and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. The Mayor and the City Clerk of the Issuer are hereby authorized and directed to accept from or on behalf of the Company delivery of a deed or bill of sale for from the Company for the Project. M M Section 8. The Issuer shall, and the officers and agents of the Issuer are hereby authorized and directed to, take such action and execute such other documents, financing statements, certificates and instruments including, without limitation, an agreement for payments in lieu of taxes and a certificate or —5— 525 M: certificates to substantiate the conclusion that the Bonds are not "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated or proposed thereunder, as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the Issuer with respect to the Bonds, the Agreement, the Indenture, the Easement Agreement and the Bond Purchase Agreement, as executed, and all acts and doings of the officers of the Issuer which are in conform- ity with the purposes and intent of this Ordinance and in furtherance of the issuance and sale of the Bonds and the financing of the Project shall be, and are hereby in all respects, authorized, ap- proved and confirmed. Section 9. Since the Issuer is here involved with the constructing and equipping of a complex industrial project, re- quiring highly specialized work and specialized types of machinery and equipment, it has been and is hereby determined by the Board of Directors of the Issuer that competitive bidding be, and the same is hereby, waived as to the Project. This action is taken by the Board of Directors of the Issuer pursuant to applicable laws of the State of Arkansas, including particularly the Act. Section 10. The form, terms and provisions of the Guaranty be and they are hereby in all respects acknowledged and approved; that the Guaranty is to be in substantially the form presented to this meeting, submitted to the Board of Directors of the Issuer on the date hereof, with such changes as shall be approved by the parties thereto as do not substantially impair the security of the Bonds afforded thereby. 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 invalid, such declara- tion shall not affect the validity of the remainder of the sections, phrases and provisions hereof. Section 12. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed. Section 13. After the Bonds are issued, this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, cancelled and discharged. Section 14. It is found and determined that all formal actions of this Board of Directors concerning and relating to the adoption of this Ordinance were adopted in an open meeting of this Board of Directors, and that all deliberations of this Board of Directors and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with all legal requirements. Q. 527 Section 15. The City Clerk is hereby directed to file in the office of the City Clerk a copy of each of the documents presented to this meeting, including the Agreement, the Indenture, the Easement Agreement, the Guaranty and the Bond Purchase Agree- ment, which copies shall remain on file in the office of the City Clerk for inspection by any interested person in accordance with the Act. Section 16. That it is the intention of the Board of Directors of the Issuer that this Ordinance shall constitute the approval of said Board of Directors of the Issuer under Section 103(k) of the Internal Revenue Code of 1954, as amended. Section 17. It is hereby found and determined that it is necessary, desirable and beneficial to the Issuer and to the Company to take advantage of current market conditions and to issue the Bonds at a time when interest thereon will be exempt from federal income taxation. Due to the volatility of market conditions and due also to the current pendency of federal legislation in the United States House of Representatives which might prevent the Issuer from issuing the Bonds on a tax - exempt basis and financing the Project and carrying out the purposes of the Act there can be no assurance that such market conditions and tax - exempt status call be utilized if the transactions contemplated by the Bond Purchase Agreement are not carried out within the 30 days next succeeding the date of the adoption of this Ordinance. Therefore, in order to best insure that the Issuer may issue the Bonds to aid in the financing of the Project in furtherance of the purposes of the Act, an emergency is hereby declared to exist and this Ordinance being necessary for the preservation of the public peace, health and safety shall be in full force and effect immediately upon its passage. [SEAL] Passed December 20, 1983 -7- i - - - , - ga,qi, &,-,& City Clerk Jane Czech