HomeMy WebLinkAbout20801 2013071883 Received: 10/2/2013 11:39:04 AM
Recorded: 10/02/2013 11:43:22 AM Filed 8
Recorded in Official Records of Larry Crane,
PULASKI COUNTY CIRCUIT/COUNTY CLERK
1 ORDINANCE NO. 20,801 Fees$35.00
2
3 AN ORDINANCE TO AUTHORIZE THE ISSUANCE OF INDUSTRIAL
4 DEVELOPMENT REVENUE REFUNDING BONDS TO REFINANCE
5 CERTAIN INDUSTRIAL FACILITIES; TO AUTHORIZE A TRUST
6 INDENTURE SECURING THE BONDS; TO AUTHORIZE A LOAN
7 AGREEMENT BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS,
8 AND SAGE V FOODS, LLC; TO AUTHORIZE THE SALE OF THE
9 BONDS; TO AUTHORIZE AND PRESCRIBE OTHER MATTERS
10 PERTAINING THERETO; TO DECLARE AN EMERGENCY; AND FOR
it
11 OTHER PURPOSES.
12
13 WHEREAS, the City of Little Rock, Arkansas (the "City"), is authorized and empowered under the
14 provisions of Title 14, Chapter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated(the "Act"),to
15 issue Revenue Bonds and to expend the proceeds thereof to finance and refinance land, buildings or
16 facilities which can be used in securing or developing industry; and,
17 WHEREAS, the City has heretofore issued(a) $4,455,000 aggregate principal amount of its Taxable
18 Industrial Development Revenue Bonds(Sage V Foods, LLC Project), 2008 Series A(the"2008 Series A
19 Bonds"),(b)$1,545,000 aggregate principal amount of its Taxable Industrial Development Revenue Bonds
20 (Sage V Foods, LLC Project),2008 Series A-2 (the"2008 Series B Bonds"),and(c)$5,000,000 aggregate
21 principal amount of its Taxable Industrial Development Revenue Bonds(Sage V Foods,LLC Project),2008
22 Series B (the "2008 Series B Bonds" and, collectively, the "Prior Bonds"), for the purpose of financing
23 certain industrial facilities in the Little Rock Port Industrial Park(the"Project"),which have been leased to
24 Sage V Foods,LLC,a California limited liability company(the"Company"),upon the terms and conditions
25 set forth in a Lease Agreement dated as of November 1, 2008, between the City and the Company; and,
26 WHEREAS, due to adverse market conditions the Prior Bonds could not be issued and sold in their
27 entirety on a favorable basis with the result that the 2008 Series A Bonds have a final maturity date of
28 November 1, 2023, while the outstanding 2008 Series A-2 Bonds and 2008 Series B Bonds mature on
29 November 1,2014; and,
30 WHEREAS, in order to extend the outstanding indebtedness of the 2008 Series A-2 Bonds a d,`li "'''',
31 Series B Bonds to the final maturity date of the 2008 Series A Bonds,the City proposes to issue it 4;: COQ
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32 bonds under the Act in the aggregate principal amount of$6,090,000 for the purpose of reta nasid`"'}'
33 discharging the 2008 Series A-2 Bonds and 2008 Series B Bonds; and, = ,�l "' A
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1 WHEREAS,the proceeds of the Bonds will be loaned to the Company for such purpose upon the terms
2 and conditions set forth in a Loan Agreement(the"Loan Agreement"),between the City and the Company;
3 and,
4 WHEREAS,after due consideration,the City has determined to proceed with the proposed refinancing
5 and to issue and sell its refunding bonds in the aggregate principal amount of$6,090,000 (the "Bonds"),
6 and in connection therewith to enter into a Trust Indenture(the "Indenture")between the City and Regions
7 Bank,Little Rock,Arkansas, as Trustee(the "Trustee"),to secure the Bonds; and,
8 WHEREAS,the Bonds will be sold to Raymond James&Associates,Inc.(the"Underwriter")pursuant
9 to a Bond Purchase Agreement (the "Purchase Agreement") among the City, the Company, and the
10 Underwriter; and,
11 WHEREAS, forms of the Purchase Agreement, Indenture, and Loan Agreement have been presented
12 to and are before this meeting;
13 NOW,THEREFORE,BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY
14 OF LITTLE ROCK,ARKANSAS:
15 Section 1. The Board of Directors hereby finds that the continued operation of the Project, and the
16 issuance of the Bonds to refinance the same, will provide substantial employment and payrolls and will
17 thereby secure and develop industry within and near the City.
18 Section 2. The issuance of the Bonds in the aggregate principal amount of $6,090,000 is hereby
19 authorized. The Bonds shall be issued in two (2) series designated: (a) City of Little Rock, Arkansas
20 Taxable Industrial Development Revenue Bonds (Sage V Foods, LLC Project), 2013 Series A, in the
21 aggregate principal amount of $1,675,000, and (b) City of Little Rock, Arkansas Taxable Industrial
22 Development Revenue Bonds (Sage V Foods, LLC Project), 2013 Series B, in the aggregate principal
23 amount of $4,415,000. The Bonds shall bear interest at the rate or rates per annum as shall be
24 recommended by the Company and set forth in the Indenture, so long as the true interest cost on the Bonds
25 does not exceed 6.24% (the true interest cost of the Prior Bonds being refunded),after taking into account
26 underwriter's discount and original issue premium or original issue discount, if any. The Bonds shall
27 mature (or be subject to mandatory sinking fund redemption) on the date or dates and in the principal
28 amount or amounts as shall be recommended by the Company and set forth in the Indenture,so long as the
29 Bonds mature not later than November 1, 2023. The Bonds shall be issued in the forms and
30 denominations, shall be dated, shall be numbered, and shall be subject to redemption prior to maturity all
31 upon the terms and conditions recommended by the Company and set forth in the Indenture.
32 Section 3. The Bonds shall be sold to the Underwriter for the purchase price of 99.33% of the
33 aggregate principal amount thereof, plus original issue premium or minus original issue discount, if any,
34 and plus accrued interest, if any, from the date of the Bonds to the date of delivery, which price is
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1 recommended by the Company, and upon the terms and conditions set forth in the Purchase Agreement.
2 The Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the
3 Mayor is hereby authorized to confer with the Company, the Underwriter and others in order to complete
4 the Purchase Agreement and to execute and deliver the same on behalf of the City in substantially the form
5 presented to this meeting with such changes as shall be approved by him, his execution to constitute
6 conclusive evidence of such approval.
7 Section 4. To prescribe the terms and conditions upon which the Bonds are to be executed,
8 authenticated, issued, accepted, held and secured, the Mayor and City Clerk are hereby authorized and
9 directed to execute and deliver the Indenture for and on behalf of the City. The Indenture is hereby
10 approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer
11 with the Trustee and others in order to complete the Indenture in substantially the form submitted to this
12 meeting with such changes as shall be approved by him,his execution to constitute conclusive evidence of
13 such approval.
14 Section 5. There is hereby authorized the execution and delivery of the Loan Agreement, and the
15 Mayor and City Clerk are hereby authorized to execute and deliver the Loan Agreement for and on behalf
16 of the City. The Loan Agreement is hereby approved in substantially the form submitted to this meeting,
17 and the Mayor is hereby authorized to confer with the Company and others in order to complete the Loan
18 Agreement in substantially the form submitted to this meeting with such changes as shall be approved by
19 him,his execution to constitute conclusive evidence of such approval.
20 Section 6. There is hereby authorized the preparation and distribution to various prospective and
21 actual purchasers of the Bonds of an Official Statement(and Preliminary Official Statement)describing the
22 Bonds and their security and setting forth such other information as may be determined to be necessary or
23 desirable. The Mayor is hereby authorized to execute such Official Statement on behalf of the City.
24 Section 7. The issuance and sale of the Bonds are exceptional situations in which the City has no
25 responsibility for payment of the costs and expenses thereof,all of which are payable by the Company,and
26 the Company's recommendations with respect thereto are acceptable to the City. In particular the Board
27 of Directors finds that(i)the Project consists of industrial facilities within the meaning of the Act,and(ii)
28 the Company's selection of Bond Counsel is a nationally recognized firm in the field of municipal bonds,
29 familiar with the Company,the Act,and the policies of the City with respect to the issuance of bonds of the
30 type now being issued. Therefore,pursuant to applicable laws of the State of Arkansas, including the Act
31 and Section 14-47-138 of the Arkansas Code of 1987 Annotated,competitive bidding is hereby waived.
32 Section 8. The use of the proceeds of the Bonds for the purpose of(i)paying the outstanding principal
33 of and interest on the 2008 Series A-2 Bonds and 2008 Series B Bonds as the same shall become due, (ii)
34 paying the expenses of issuing the Bonds,and(iii)establishing a debt service reserve are hereby authorized.
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1 Section 9. The Mayor and City Clerk,for and on behalf of the City,are hereby authorized and directed
2 to do any and all things necessary to effect the execution and delivery of the documents herein authorized
3 and the performance of all obligations of the City thereunder,the issuance, execution, sale and delivery of
4 the Bonds,and the performance of all acts of whatever nature necessary to effect and carry out the authority
5 conferred by this Ordinance. The Mayor and City Clerk are hereby further authorized and directed, for
6 and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be
7 required for the carrying out of such authority or to evidence the exercise thereof.
8 Section 10. The City Clerk is hereby authorized and directed to file in the Office of the City Clerk, as
9 a part of the minutes of the meeting at which this ordinance is adopted, for inspection by any interested
10 person copies of the Purchase Agreement, the Indenture, and the Lease Agreement, and such documents
11 shall be on file for inspection by any interested person.
12 Section 11. The provisions of this ordinance are hereby declared to be separable, and if any section,
13 phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the
14 validity of the remainder of the sections, phrases and provisions.
15 Section 12. All ordinances,resolutions and parts thereof in conflict herewith are hereby repealed to the
16 extent of such conflict.
17 Section 13. There is hereby found and declared to be an immediate need for the securing and
18 developing of industry in order to provide substantial employment and payrolls, thereby alleviating
19 unemployment and otherwise benefitting the public health, safety and welfare of the City and the
20 inhabitants thereof, and the issuance of the Bonds authorized hereby and the taking of the other action
21 authorized hereby are immediately necessary for the accomplishing of these public benefits and purposes.
22 It is, therefore, declared that an emergency exists and this Ordinance being necessary for the preservation
23 of the public peace, health and safety shall be in force and effect immediately upon and after its passage.
24 PASSED: October 1,2013.
25 ATTES APPROVED•
26
27 wArr. ✓A/AA....._/I
28 , '►angl• , City Clerk Mark odola, ayor
29 AP'RO' D
■ TO LEGAL FORM:
30
31 et4 /�
32 Cindy Daws/i ,Deputy City Attorney
33 //
34 //
35 //
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1 CERTIFICATE
2
3 The undersigned, City Clerk of the City of Little Rock, Arkansas, hereby certifies that the foregoing
4 pages are a true and perfect copy of Ordinance No. 20,801, adopted at a regular session of the Board of
5 Directors of the City of Little Rock, Arkansas,held at the regular meeting place of the City at 4:00 o'clock
6 PM,on the 1st day of October, 2013,and that the ordinance is of record,now in my possession.
7
8 GIVEN under my hand and seal on this 2nd day of October,20
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