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21505 1 ORDINANCE NO.21,505 2 3 AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF A 4 SERIES OF LIBRARY REFUNDING BONDS FOR THE PURPOSE OF 5 REFUNDING THE CITY'S OUTSTANDING LIBRARY CONSTRUCTION 6 AND REFUNDING BONDS, SERIES 2012; PLEDGING LIBRARY TAX 7 REVENUES AND SPECIAL TAX COLLECTIONS SUFFICIENT TO PAY 8 THE PRINCIPAL OF AND INTEREST ON THE BONDS; AUTHORIZING 9 THE EXECUTION AND DELIVERY OF A TRUST INDENTURE; 10 APPROVING AN OFFICIAL STATEMENT; PRESCRIBING OTHER 11 MATTERS RELATING THERETO; TO DECLARE AN EMERGENCY; 12 AND FOR OTHER PURPOSES. 13 14 WHEREAS,the City of Little Rock(the"City")and Central Arkansas Library System("CALS")have 15 determined that it would be advantageous to currently refund the City's outstanding Library Construction and 16 Refunding Bonds,Series 2012(the"Bonds Refunded")issued in the original principal amount of Thirty-One 17 Million, Fifteen Thousand Dollars ($31,015,000.00), of which approximately Nineteen Million, Four 18 Hundred Thirty Thousand Dollars($19,430,000.00)in aggregate principal amount will be outstanding when 19 refunded, 20 WHEREAS,the City and CALS have determined that it would be advantageous to authorize the issuance 21 of a Series of Library Refunding Bonds in the principal amount of Fifteen Million,Nine Hundred Twenty- 22 Five Thousand Dollars($15,925,000.00)(the"Bonds")and that interest cost savings and other benefits may 23 be achieved from refunding the Bonds Refunded at this time;and 24 WHEREAS, the Bonds are being issued to (i) refund the Bonds Refunded; and (ii) pay the costs of 25 issuing the Bonds;and 26 WHEREAS,the costs of refunding the Bonds Refunded and paying costs of issuing the Bonds will not 27 exceed Nineteen Million, Nine Hundred Twenty-Two Thousand, One Hundred Seventy-Seven and 30/100 28 Dollars($19,922,177.30); and 29 WHEREAS,the Board of Directors has previously levied an Ad Valorem Property Tax at the rate of 30 nine tenths of one mil (.0009) on the dollar of the assessed valuation of taxable real and personal property 31 located within the City, including penalties and interest payable with respect thereto (the "Library Tax") 32 which Library Tax was approved by the voters at the special election held on March 13, 2012, and which 33 Library Tax was used to pay debt service on the Bonds Refunded;and [Page 1 of 6] 1 WHEREAS,the Board of Directors has previously levied for collection a separate Ad Valorem Tax at 2 the rate of nine tenths of one mil(.0009)on the dollar of the assessed valuation(the"Prior Tax")which Prior 3 Tax was approved by the voters at the special election held on July 14,2015,and which Prior Tax is pledged 4 to the payment of outstanding bonds of the City other than the Bonds Refunded and the Bonds;and 5 WHEREAS,the Board of Directors covenants to continue to levy for collection the Library Tax to be 6 used to pay debt service on the Bonds;and 7 WHEREAS,the City will receive its allocable portion of the one half of one percent(0.5%) Statewide 8 Sales and Use Tax implemented pursuant to Amendment No. 79 to the Arkansas Constitution("Amendment 9 79") which is intended to offset any decrease in collections resulting from the homestead exemption also 10 implemented pursuant to Amendment 79(the"Special Tax Collections");and 11 WHEREAS,the City will covenant to pledge the Library Tax and the Special Tax Collections to pay the 12 debt service on the Bonds;and 13 WHEREAS,in order to serve and fulfill the purposes for which it has been created and to provide funds 14 for the refunding the Bonds Refunded,the City desires to adopt this ordinance authorizing the issuance and 15 sale of the City of Little Rock Library Refunding Bonds, Series 2017 in the aggregate principal amount of 16 Fifteen Million,Nine Hundred Twenty-Five Thousand Dollars($15,925,000.00)and other matters pertaining 17 thereto. 18 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY 19 OF LITTLE ROCK,ARKANSAS: 20 Section 1. The current refunding of the Bonds Refunded shall be accomplished. The Mayor,City Clerk, 21 Director of Finance, and Assistant Director of Finance are hereby authorized to take or cause to be taken all 22 action necessary to accomplish the refunding and to execute all required documents. 23 Section 2. Under the authority of the Constitution and laws of the State of Arkansas, including 24 particularly Amendment No.30 to the Constitution of the State of Arkansas,as amended by Amendment No. 25 72 to the Arkansas Constitution, and Arkansas Code Annotated §§14-142-201 through 222 (Act 920 of the 26 Acts of Arkansas of 1993),the City of Little Rock,Arkansas Library Refunding Bonds,Series 2017 are hereby 27 authorized and ordered issued in the total aggregate principal amount of Fifteen Million, Nine Hundred 28 Twenty-Five Thousand Dollars($15,925,000.00),for the term,the maturities,and at the interest rates set forth 29 in Exhibit A attached hereto and incorporated herein by this reference. The Bonds shall not be general 30 obligations of the City,but shall be special obligations payable solely from the proceeds of the Library Tax, 31 the Special Tax Collections,and other moneys, funds, and amounts,more specifically identified in the Trust 32 Indenture(identified hereinafter). The City hereby pledges the Library Tax and the Special Tax Collections 33 to secure payment of the Bonds. No part of the Prior Tax is pledged to the payment of the Bonds. [Page 2 of 6] 1 Section 3. In order to pay the principal of and interest on the Bonds as they mature and are called for 2 redemption prior to maturity,together with fees and costs incidental thereto,there are hereby appropriated out 3 of the proceeds of the Library Tax and the Special Tax Collections,the sums necessary to pay the same in 4 accordance with the schedule of principal and interest attached hereto as Exhibit A and made a part hereof. 5 Section 4. The proceeds of the Bonds, together with investment earnings thereon, shall be.used to (i) 6 refund the Bonds Refunded; and(ii)pay the costs of issuance of the Bonds. The Bonds, will mature, bear 7 interest, and be subject to redemption in accordance with the provisions of the Trust Indenture (identified 8 hereinafter). 9 Section 5. All actions heretofore taken by the Mayor, City Clerk, Director of Finance, and Assistant 10 Director of Finance in connection with the offering of the Bonds, including the preparation and distribution 11 of the Preliminary Official Statement,preparation of the Official Statement,and preparation of this Ordinance 12 (the "Authorizing Ordinance") are hereby in all respects ratified and approved. The Official Statement is 13 deemed a fmal Official Statement for purposes of the Securities and Exchange Commission Rule 15c2-12. 14 The Official Statement of the City in the form presented at this meeting with such changes, omissions, 15 insertions, and revisions as the Mayor, City Clerk, and Director of Finance shall deem advisable is hereby 16 authorized and approved,and the Mayor shall sign and deliver such final Official Statement to the Underwriter 17 for distribution to the owners of the bonds and other interested persons. 18 Section 6. The appointment of Regions Bank, Little Rock, Arkansas, as Trustee ("Trustee"), for the 19 Bonds is hereby approved. 20 Section 7. To prescribe the terms and conditions upon which the Bonds are to be executed, issued, 21 accepted,held,and secured,the Mayor is hereby authorized and directed to execute and acknowledge a Trust 22 Indenture between the City and the Trustee(the"Trust Indenture"), and the City Clerk is hereby authorized 23 and directed to execute and acknowledge the Trust Indenture and to affix the seal of the City thereto,and the 24 Mayor and City Clerk are hereby authorized and directed to cause the Trust Indenture to be accepted,executed, 25 and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the form submitted 26 to this meeting with such changes as shall be approved by such persons executing the document, their 27 execution to constitute conclusive evidence of such approval. 28 Section 8. That pursuant to the provisions of the Trust Indenture,the City hereby covenants to comply 29 with provisions of Federal and State Tax Law following the issuance of the Bonds. In order to enable the 30 City's post issuance compliance, the City hereby adopts, approves, and reaffirms the "Post Issuance 31 Compliance Policy Manual" dated September 27, 2012, and the "Continuing Disclosure Compliance 32 Procedure" dated December 1, 2015, to the extent the Continuing Disclosure Compliance Procedure is 33 inconsistent with the Post Issuance Compliance Policy Manual, (together,the"Manual") as on file with the 34 City and substantially in the form submitted to the Board of Directors at this meeting, with such changes, [Page 3 of 6] 1 omissions,insertions,and revisions as the Mayor,City Clerk,and Director of Finance,with the advice of legal 2 counsel,shall deem advisable. 3 Section 9. The Mayor, City Clerk, Director of Finance, Assistant Director of Finance, and Executive 4 Director of CALS,for and on behalf of the City,are authorized and directed to do any and all things necessary 5 to effect the execution and delivery of the Trust Indenture and the Manual,the performance of all obligations 6 of the City under the Trust Indenture and the Manual,the issuance,execution,sale,and delivery of the Bonds, 7 including the execution of a Bond Purchase Agreement between the City and the Underwriter, and the 8 performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this 9 Ordinance. The Mayor,City Clerk,Director of Finance,Assistant Director of Finance,and CALS are further 10 authorized and directed,for and on behalf of the City,to execute all papers,documents,certificates,and other 11 instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. 12 Section 10. The appointments of Wright,Lindsey&Jennings, LLP, as Bond Counsel and of Stephens 13 Inc.,as Underwriter,respectively,are hereby approved and ratified. 14 Section 11. It is hereby found and declared that an immediate need exists for the accomplishment of the 15 refunding of the Bonds Refunded in order to achieve the most cost effective financing for the City's public 16 libraries. It is, therefore, declared that an emergency exists. This Ordinance, being necessary for the 17 immediate preservation of the public peace,health,and safety,shall take effect and be in force from and after 18 its passage. 19 PASSED: November 7,2017 20 A �r . : APPROVED: '7 21 "1"/ � � 11) 22 Ci� r /'i �L`-� - 23 .usan . Li bty Clerk Mark S'todola,Mayor 24 APPR►� 'D 0 LEGAL FORM: 25 26 . 27 Thomas M.Carpenter,City A rney 28 // 29 // 30 // 31 // 32 // 33 // [Page 4 of 6] • 1 CERTIFICATE 2 3 STATE OF ARKANSAS) 4 COUNTY OF PULASKI) SS 5 CITY OF LITTLE ROCK) 6 7 I, Susan Langley,City Clerk within and for the City aforesaid,do hereby certify that the foregoing 8 is a true and correct copy of Ordinance No.21,505 of the Ordinance to of the City of Little Rock,Arkansas, 9 entitled: "AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF A SERIES OF 10 LIBRARY REFUNDING BONDS FOR THE PURPOSE OF REFUNDING THE CITY'S 11 OUTSTANDING LIBRARY CONSTRUCTION AND REFUNDING BONDS, SERIES 2012; 12 PLEDGING LIBRARY TAX REVENUES AND SPECIAL TAX COLLECTIONS SUFFICIENT TO 13 PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; AUTHORIZING THE 14 EXECUTION AND DELIVERY OF A TRUST INDENTURE; APPROVING AN OFFICIAL 15 STATEMENT; PRESCRIBING OTHER MATTERS RELATING THERETO; TO DECLARE AN 16 EMERGENCY; AND FOR OTHER PURPOSES." passed by the Board of Directors of said City on 17 November 7,2017, said ordinance now appearing of record in this office. 18 IN WITNESS WHEREOF, I have hereunto set my hand and seal of office on this day of 19 November,2017. 20 21 22 Susan Langley,City Clerk 23 24 [SEAL] 25 // 26 // 27 // 28 // 29 // 30 // 31 // • 32 // 33 // 34 // 35 // [Page 5 of 6] 1 EXHIBIT A 2 $15,925,000 3 CITY OF LITTLE ROCK,ARKANSAS 4 LIBRARY REFUNDING BONDS 5 SERIES 2017 6 7 $8,195,000 Serial Bonds 8 Maturity Principal Interest (March 1) Amount Rate 2019 $1,410,000 4.000% 2020 1,570,000 5.000% 0 2021 1,655,000 5.000/o 2022 1,735,000 5.000% 2023 1,825,000 4.000% 9 10 $7,730,000 Term Bonds 11 12 $3,825,000 1.750%Term Bond due March 1, 2025 13 $3,905,000 1.500%Term Bond due March 1,2027 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 [Page 6 of 6]