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21115 1 ORDINANCE NO. 21,115 2 3 AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF A 4 SERIES OF LIBRARY CONSTRUCTION AND REFUNDING BONDS FOR 5 THE PURPOSE OF FUNDING ACQUISITION, CONSTRUCTION AND 6 EQUIPPING OF LIBRARY CAPITAL IMPROVEMENT PROJECTS; 7 REFUNDING THREE OUTSTANDING SERIES OF LIBRARY 8 CONSTRUCTION AND IMPROVEMENT BONDS; PLEDGING LIBRARY 9 TAX REVENUES AND SPECIAL TAX COLLECTIONS SUFFICIENT TO 10 PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; 11 AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST 12 INDENTURE; AUTHORIZING THE ACCOMPLISHMENT OF THE 13 PROJECTS; APPROVING AN OFFICIAL STATEMENT; PRESCRIBING 14 OTHER MATTERS RELATING THERETO; TO DECLARE AN 15 EMERGENCY; AND FOR OTHER PURPOSES. 16 17 WHEREAS,at the special election held July 14, 2015, there was submitted to the voters of the City of 18 Little Rock (the "City") the question of issuing bonds of the City (the "Bonds") in the maximum principal 19 amount of not to exceed Thirty-Seven Million Dollars ($37,000,000) to (i) finance the cost of acquiring, 20 constructing, and equipping the land and additional capital improvements to the public city libraries (the 21 "Improvements")owned and operated by Central Arkansas Library System (CALS); (ii)refund the City's 22 outstanding Library Construction and Improvement Bonds, Series 2008 and Series 2009, and the City of 23 Little Rock Residential Housing and Public Facilities Board Capital Improvement Revenue Bonds, Series 24 2007 (together,the"Bonds Refunded"); and (iii) pay the costs of issuing the Bonds; and 25 WHEREAS,the voters approved the issuance of the Bonds by a vote of 3,835 votes FOR and 620 votes 26 AGAINST;and 27 WHEREAS,the City and CALS have determined that it would be advantageous to authorize the issuance 28 of a Series of Library Construction and Refunding Bonds in the principal amount of not to exceed Thirty-Six 29 Million, Six Hundred Twenty Thousand Dollars($36,620,000)(the"Series 2015 Bonds"); and 30 WHEREAS,the City and CALS have determined that it would be advantageous to currently refund the 31 City's outstanding Library Construction and Improvement Bonds, Series 2008 of which approximately Two 32 Million,Ninety-Five Thousand Dollars($2,095,000)in aggregate principal amount will be outstanding when 33 refunded, to advance refund the City's outstanding Library Construction and Improvement Bonds, Series (Page 1 of 61 1 2009 of which approximatelyFiftcenMUhun, 8ix8undmed Thousand Dollars ($15,685,000) in 2 aggregate principal amount will be outstanding when refunded,and to currently refund the City of Little Rock 3 Residential Housing and Public Facilities Board CapitaImprovement Revenue Bonds, Series 2007,of which 4 approximately One Million, Nine Hundred Eighty Thousand Dollars ($1,980,000) in aggregate principal 5 amount will be outstanding when refunded (together, the "Bonds Refunded") and that interest cost savings 6 and other benefits may be achieved from refunding the Bonds Refunded at this time; and 7 WHEREAS,the City and CALS intend to fund a portion of the following pjects with the proceeds of 8 the Series 2015 Bonds: 9 1. Expand, construct, and purchase additional equipment for the following Little Rock libraries: 10 Hillary Rodham Clinton Children's Library & Learning Center, Dee Brown, John Gould 11 Fletcher, and Roosevelt Thompson branches. 12 2. Remodel, construct, and purchase additional equipment for the following libraries: Main and 13 Sue Cowan Williams branches. 14 3. Minor repairs for other Little Rock branch libraries. 15 4. Purchase computers, servers and other digital equipment. 16 5. Purchase books, eBooks and audio-visual materials. 17 6. Purchase Arkansas-related materials for the Butler Center for Arkansas Studies. 18 7. Contingency Fund. 19 (coDcctive|y,the"Project"or"Projects"); and 20 WHEREAS,the estimated costs of the Pjects,the costs of refunding the Bonds Refunded,and paying 21 costs of issuing the Bonds will not exceed Thirty-Seven Million Dollars($37,000,000); and 22 WHEREAS,the Board of Directors covenants to levy in 2015 for collection in 2016, and covenants to 23 levy in subsequent years, an Ad Valorem Property Tax at the rate of nine tenths of one mil (.0009) on the 24 dollar of the assessed valuation of taxable real and personal property in the City together with all penalties 25 and interest payable with respect thereto(the"Library Tax")to be used to pay debt service on the Bonds;and 26 WHEREAS,the Board of Directors has previously levied for collection a separate Ad Valorem Tax at 27 the rate mfnine tenths ofone mil(.0O0g)nnthe dollar ofassessed valuation � ^^PdocTus``)n/binbPrior Tax (the ' 28 was approved by the voters at the special election held on March 13,2012,and which Prior Tax is pledged to 29 the payment of outstanding Bonds of the City other than the Series 2015 Bonds; and 30 WHEREAS,the City will receive its allocable portion of the one half of one percent(0.5%) Statewide 31 Sales and Use Tax implemented pursuant to Amendment No. 79 to the Arkansas Constitution("Amendment 32 79") which is intended to offset any decrease in collections resulting from the homestead exemption also 33 implemented pursuant to Amendment 79(the"Special Tax Collections"); and [Page 2vf61 1 WHEREAS,the City will covenant to pledge the Library Tax and the Special Tax Collections to pay the 2 debt service on the Bonds; and 3 WHEREAS, in order to serve and fulfill the purposes for which it has been created and to provide funds 4 for the financing of the Projects and refunding the Bonds Refunded, the City desires to adopt this ordinance 5 authorizing the issuance and sale of the City of Little Rock Library Construction and Refunding Bonds,Series 6 2015 in the aggregate principal amount of not to exceed Thirty-Six Million, Six Hundred Twenty Thousand 7 Dollars($36,620,000)and other matters pertaining thereto. 8 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY 9 OF LITTLE ROCK,ARKANSAS: 10 Section 1. The Projects and the refunding of the Bonds Refunded shall be accomplished. The Mayor, 11 City Clerk, Director of Finance, and Assistant Director of Finance are hereby authorized to take or cause to 12 be taken all action necessary to accomplish the acquisition,construction,and equipping of the Projects and to 13 execute all required documents. 14 Section 2. Under the authority of the Constitution and laws of the State of Arkansas, including 15 particularly Amendment No. 30 to the Constitution of the State of Arkansas,as amended by Amendment No. 16 72 to the Arkansas Constitution, and Arkansas Code Annotated §§14-142-201 through 222 (Act 920 of the 17 Acts of Arkansas of 1993), the City of Little Rock, Arkansas Library Construction and Refunding Bonds, 18 Series 2015 are hereby authorized and ordered issued in the total aggregate principal amount of not to exceed 19 Thirty-Six Million, Six Hundred Twenty Thousand Dollars($36,620,000),for the term,the maturities,and at 20 the interest rates set forth in Exhibit"A"attached hereto and incorporated herein by this reference. The Series 21 2015 Bonds shall not be general obligations of the City, but shall be special obligations payable solely from 22 the proceeds of the Library Tax, the Special Tax Collections and other moneys, funds, and amounts, more 23 specifically identified in the Trust Indenture(identified hereinafter). The City hereby pledges the Library Tax 24 and the Special Tax Collections to secure payment of the Series 2015 Bonds. No part of the Prior Tax is 25 pledged to the payment of the Series 2015 Bonds. 26 Section 3. In order to pay the principal of and interest on the Series 2015 Bonds as they mature and are 27 called for redemption prior to maturity, together with fees and costs incidental thereto, there are hereby 28 appropriated out of the proceeds of the Library Tax and the Special Tax Collections, the sums necessary to 29 pay the same in accordance with the schedule of principal and interest attached hereto as Exhibit "A" and 30 made a part hereof. 31 Section 4. The proceeds of the Series 2015 Bonds, together with investment earnings thereon, shall be 32 used to(i)finance the Projects;(ii)refund the Bonds Refunded;and(iii)pay the costs of issuance of the Series 33 2015 Bonds. The Series 2015 Bonds, will mature, bear interest, and be subject to redemption in accordance 34 with the provisions of the Series 2015 Trust Indenture(identified hereinafter). Wage 3 of 61 1 Section 5. All actions heretofore taken by the Mayor, City Clerk, Director of Finance, and Assistant 2 Director of Finance in connection with the offering of the Series 2015 Bonds, including the preparation and 3 distribution of the Preliminary Official Statement, preparation of the Official Statement and preparation of 4 this ordinance (the "Authorizing Ordinance") are hereby in all respects ratified and approved. The Official 5 Statement is deemed a final Official Statement for purposes of the Securities and Exchange Commission Rule 6 15(c) 2-12. The Official Statement of the City in the form presented at this meeting with such changes, 7 omissions, insertions and revisions as the Mayor,City Clerk and Director of Finance shall deem advisable is 8 hereby authorized and approved, and the Mayor shall sign and deliver such final Official Statement to the 9 Underwriter for distribution to the owners of the bonds and other interested persons. 10 Section 6. The appointment of Regions Bank, Little Rock, Arkansas, as Trustee ("Trustee"), for the 11 Series 2015 Bonds is hereby approved. 12 Section 7. To prescribe the terms and conditions upon which the Series 2015 Bonds authorized by the 13 voters at the July 14,2015,Special Election are to be executed, issued,accepted,held and secured,the Mayor 14 is hereby authorized and directed to execute and acknowledge a Series 2015 Trust Indenture between the City 15 and the Trustee,and the City Clerk is hereby authorized and directed to execute and acknowledge the Series 16 2015 Trust Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby 17 authorized and directed to cause the Series 2015 Trust Indenture to be accepted,executed and acknowledged 18 by the Trustee. The Series 2015 Trust Indenture is hereby approved in substantially the form submitted to 19 this meeting with such changes as shall be approved by such persons executing the document,their execution 20 to constitute conclusive evidence of such approval. 21 Section 8. That pursuant to the provisions of the Trust Indenture,the City hereby covenants to comply 22 with provisions of Federal and State Tax Law following the issuance of the Bonds. In order to enable the 23 City's post issuance compliance, the City hereby adopts, approves and reaffirms the "Post Issuance 24 Compliance Policy Manual" dated September 27, 2012, (the "Manual") substantially in the form submitted 25 to the Board of Directors at this meeting,with such changes,omissions,insertions and revisions as the Mayor, 26 City Clerk and Director of Finance,with the advice of legal counsel, shall deem advisable,the execution and 27 delivery by the Mayor and the City Clerk of the Manual to constitute conclusive evidence of the City's 28 acceptance and approval thereof. 29 Section 9. The Mayor,the City Clerk,the Director of Finance,Assistant Director of Finance and CALS, 30 for and on behalf of the City, are authorized and directed to do any and all things necessary to effect the 31 execution and delivery of the Series 2015 Trust Indenture and the Manual,the performance of all obligations 32 of the City under the Series 2015 Trust Indenture and the Manual,the issuance, execution, sale and delivery 33 of the Series 2015 Bonds, including the execution of a Bond Purchase Agreement between the City and the 34 Underwriter,and the performance of all acts of whatever nature necessary to effect and carry out the authority (Page 4 of 6) 1 conferred by this ordinance. The Mayor, City Clerk,the Director of Finance, Assistant Director of Finance, 2 and CALS are further authorized and directed,for and on behalf of the City,to execute all papers,documents, 3 certificates, and other instruments that may be required for the carrying out of such authority or to evidence 4 the exercise thereof. 5 Section 10. The appointments of Wright, Lindsey & Jennings, LLP, as Bond Counsel and of Crews & 6 Associates,Inc.,as Underwriter,respectively,are hereby approved and ratified. 7 Section 11. It is hereby found and declared that an immediate need exists for the accomplishment of the 8 Projects and the refunding of the Bonds Refunded in order to achieve the most cost effective financing for the 9 City's public libraries. It is, therefore, declared that an emergency exists. This ordinance, being necessary 10 for the immediate preservation of the public peace, health, and safety, shall take effect and be in force from 11 and after its passage. 12 PASSED: October 20,2015 13 ATT ip APPROVE1. 14 ,, / 15 %moi' I / %vJArf 16 u an y,City Clerk M k ' s ola, ayor ' 17 AP I VE TO LEGAL FORM: 18 19 �L0ti -2 � 20 Thomas M.Carpenter,City Attorne 21 // 22 // 23 // 24 // 25 // 26 // 27 // 28 // 29 // 30 // 31 // 32 // 33 // 34 // 35 // [Page 5 of 61 1 EXHIBIT A 2 3 Series 2015 Bonds 4 5 $ Serial Bonds 6 Maturity Principal Interest (March 11 Amount Rate 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 7 8 $ %Term Bonds due 1, 20 9 10 (Accrued interest from , 2015 to be added) 11 // 12 // 13 // 14 // 15 // 16 // 17 // 18 // 19 // 20 // [Page 6 of 6]