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21909 1 ORDINANCE NO. 21,909 2 3 AN ORDINANCE TO AMEND LITTLE ROCK, ARKANSAS, 4 ORDINANCE NO. 21,258 (AUGUST 12, 2016); TO AUTHORIZE A 5 REVISED REPAYMENT SCHEDULE AND INTEREST RATE FOR THE 6 OUTSTANDING CITY OF LITTLE ROCK, ARKANSAS SEWER 7 REVENUE BOND, SERIES 2016; TO PRESCRIBE OTHER MATTERS 8 THAT RELATE THERETO; AND FOR OTHER PURPOSES. 9 10 WHEREAS,the City of Little Rock,Arkansas(the"City"),has issued its Sewer Revenue Bond,Series 11 2016,dated August 12,2016,as modified effective April 15,2020(the"Bond"),in order to fmance extensions, 12 betterments and improvements to the City's Water Reclamation System,which is operated by the Little Rock 13 Water Reclamation Authority;and, 14 WHEREAS, the City entered into a Bond Purchase Agreement, dated June 21, 2016 (the "Bond 15 Purchase Agreement"), with the Arkansas Natural Resources Commission ("ANRC") and the Arkansas 16 Development Finance Authority (the "Bondholder") providing for the purchase by the Bondholder of the 17 Bond in the principal amount of Sixty-One Million Dollars($61,000,000.00); and, 18 WHEREAS,the Bond Purchase Agreement was supplemented effective April 15,2020;and, 19 WHEREAS,the Bond bears interest at the rate of 2.0%and principal installments are payable on each 20 April 15t and October 15`h with the final payment due April 15, 2050;and, 21 WHEREAS,the City pays a servicing fee to the Bondholder on the dates that interest on the Bond is 22 due at the rate of 1%on the outstanding principal of the Bond;and, 23 WHEREAS,ANRC and the Bondholder have agreed to modify the terms of the Bond by deferring the 24 principal of the Bond due in 2021, 2022,and 2023,by three(3)years after the current maturity date;and, 25 WHEREAS, ANRC and the Bondholder have agreed that the Bond will not bear interest after the 26 current maturity date and that there will not be any additional interest or servicing fee amounts as a result 27 of the restructuring; and, 28 WHEREAS,the Bond was issued under and pursuant to Ordinance No.21,258 passed June 28,2016, 29 as amended and supplemented by Ordinance No.21,844 of the City passed February 18,2020(collectively 30 "Ordinance No.21,258"). 31 NOW,THEREFORE,BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY 32 OF LITTLE ROCK,ARKANSAS: 33 Section 1. The fifth WHEREAS clauses of Ordinance No.21,258 is hereby amended to read as follows: Page 1 of 41 1 "WHEREAS, the City is making arrangements for the sale of a Sixty-One Million Dollar 2 ($61,000,000.00)principal amount bond to the Arkansas Development Finance Authority,as purchaser(the 3 "Bondholder"), at a price of par pursuant to a Bond Purchase Agreement (the "Agreement") among the 4 City, the Bondholder and the Arkansas Natural Resources Commission (the "Commission"), which 5 Agreement has been presented to and is before this meeting;and" 6 Section 2. The ninth WHEREAS clause of Ordinance No.21,258 is hereby amended to read as follows: 7 "WHEREAS,the City will also be required to pay to the Arkansas Development Finance Authority, 8 as servicer with respect to the bond, a servicing fee based upon variable rates applied to the outstanding 9 principal amount of the bond(the "Servicing Fee");" 10 Section 3. Section 2 of Ordinance No. 21,258 is hereby amended to read as follows: 11 "The sale to the Bondholder of a bond in the maximum principal amount of Sixty-One Million Dollars 12 ($61,000,000.00)at a price of par, subject to the terms and provisions hereafter in this ordinance set forth 13 in detail be, and is hereby approved and the bond is hereby sold to the Bondholder. The Mayor is hereby 14 authorized and directed to execute and deliver the Agreement on behalf of the City and to take all action 15 required on the part of the City to fulfill its obligations under the Agreement. The Agreement is hereby 16 approved in substantially the form submitted to this meeting with such changes as may be approved by the 17 Mayor, his execution to constitute complete evidence of such approval." 18 Section 4. The second paragraph of Section 4 of Ordinance No. 21,258 is hereby amended to read as 19 follows: 20 "The bond shall bear interest at the rates and shall be subject to Servicing Fees calculated at the rates 21 based upon a 360-day year of twelve (12)consecutive thirty(30)-day months compounded semiannually. 22 The bond shall be dated the date of its delivery to the Bondholder. Accrued interest and the Servicing Fee 23 only shall be payable on each April 15th and October 15th,commencing October 15,2016,to and including 24 April 15,2020. There shall be no interest and Servicing Fees due after April 15,2050. Principal, interest 25 and the Servicing Fees shall be payable on October 15, 2020, and on each April 15th and October 15th 26 thereafter as follows: 27 Schedule appears below and on pages 3 and 4 Payment Date Total Payment Interest Rate Interest Servicing Fee Servicing Fee Principal April 15,2020 October 15,2020 $1,548,999.00 2.00% $610,000.00 1.00% $305,000.00 $633,999.00 April 15,2021 905,490.00 2.00% 603,660.00 1.00% 301,830.00 - October 15,2021 895,837.00 1.98% 597,225.00 0.99% 298,612.00 - Apri115,2022 886,040.00 1.96% 590,693.00 0.98% 295,347.00 - Ocsober 15,2022 876,096.00 1.94% 584,064.00 0.97% 292,032.00 - Apn715,2023 866,002.00 1.91% 577,335.00 0.96% 288,667.00 - October 15,2023 855,757.00 1.89% 570,505.00 0.95% 285,252.00 - 1Page 2 of 41 April 15,2024 1,548,999.00 1.87% 563,572.00 0.93% 281,786.00 703,641.00 October 15,2024 1,548,999.00 1.87% 556,536.00 0.93% 278,268.00 714,195.00 April 15,2025 1,548,999.00 1.86% 549,394.00 0.93% 274,697.00 724,908.00 October 15,2025 1,548,999.00 1.86% 542,145.00 0.93% 271,072.00 735,782.00 April 15,2026 1,548,999.00 1.86% 534,787.00 0.93% 267,394.00 746,818.00 October 15,2026 1,548,999.00 1.86% 527,319.00 0.93% 263,659.00 758,021.00 April 15,2027 1,548,999.00 1.86% 519,739.00 0.93% 259,869.00 769,391.00 October 15,2027 1,548,999.00 1.85% 512,045.00 0.93% 256,022.00 780,932.00 April 15,2028 1,548,999.00 1.85% 504,235.00 0.93% 252,118.00 792,646.00 October 15,2028 1,548,999.00 1.85% 496,309.00 0.93% 248,154.00 804,536.00 April 15,2029 1,548,999.00 1.85% 488,264.00 0.92% 244,132.00 816,603.00 October 15,2029 1,548,999.00 1.85% 480,098.00 0.92% 240,049.00 828,852.00 April 15,2030 1,548,999.00 1.84% 471,809.00 0.92% 235,905.00 841,285.00 October 15,2030 1,548,999.00 1.84% 463,396.00 0.92% 231,698.00 853,905.00 April 15,2031 1,548,999.00 1.84% 454,857.00 0.92% 227,429.00 866,713.00 October 15,2031 1,548,999.00 1.84% 446,190.00 0.92% 223,095.00 879,714.00 April 15,2032 1,548,999.00 1.83% 437,393.00 0.92% 218,696.00 892,910.00 October 15,2032 1,548,999.00 1.83% 428,464.00 0.91% 214,232.00 906,303.00 April 15,2033 1,548,999.00 1.83% 419,401.00 0.91% 209,700.00 919,898.00 October 15,2033 1,548,999.00 1.82% 410,202.00 0.91% 205,101.00 933,696.00 April 15,2034 1,548,999.00 1.82% 400,865.00 0.91% 200,432.00 947,702.00 October 15,2034 1,548,999.00 1.81% 391,388.00 0.91% 195,694.00 961,917.00 April 15,2035 1,548,999.00 1.81% 381,769.00 0.90% 190,884.00 976,346.00 October 15,2035 1,548,999.00 1.81% 372,005.00 0.90% 186,003.00 990,991.00 April 15,2036 1,548,999.00 1.80% 362,095.00 0.90% 181,048.00 1,005,856.00 October 15,2036 1,548,999.00 1.80% 352,037.00 0.90% 176,018.00 1,020,944.00 April 15,2037 1,548,999.00 1.79% 341,827.00 0.90% 170,914.00 1,036,258.00 October 15,2037 1,548,999.00 1.78% 331,465.00 0.89% 165,732.00 1,051,802.00 April 15,2038 1,548,999.00 1.78% 320,947.00 0.89% 160,473.00 1,067,579.00 October 15,2038 1,548,999.00 1.774 310,271.00 0.89% 155,135.00 1,083,593.00 April 15,2039 1,548,999.00 1.76% 299,435.00 0.88% 149,717.00 1,099,847.00 October 15,2039 1,548,999.00 1.76% 288,436.00 0.88% _ 144,218.00 1,116,345.00 April 15,2040 1,548,999.00 _ 1.75% 277,273.00 0.87% 138,637.00 1,133,089.00 October 15,2040 1,548,999.00 1.74% 265,942.00 0.87% 132,971.00 1,150,086.00 Apri115,2041 1,548,999.00 1.73% 254,441.00 0.86% 127,221.00 1,167,337.00 October 15,2041 1,548,999.00 1.72% 242,768.00 0.86% 121,384.00 1,184,847.00 April 15,2042 1,548,999.00 1.70% 230,919.00 0.85% 115,460.00 1,202,620.00 October 15,2042 1,548,999.00 1.69% 218,893.00 0.85% 109,447.00 1,220,659.00 April 15,2043 1,548,999.00 1.68% 206,687.00 0.84% 103,343.00 1,238,969.00 October 15,2043 1,548,999.00 1.66% 194,297.00 0.83% 97,148.00 1,257,554.00 April 15,2044 1,548,999.00 1.64% 181,721.00 0.82% 90,861.00 1,276,417.00 October 15,2044 1,548,999.00 1.62% 168,957.00 0.81% 84,479.00 1,295,563.00 April 15,2045 1,548,999.00 159% 156,002.00 0.80% 78,001.00 1,314,996.00 October 15,2045 1,548,999.00 1.56% 142,852.00 0.78% 71,426.00 1,334,721.00 April 15,2046 1,548,999.00 153% 129,504.00 0.76% 64,752.00 1,354,743.00 October 15,2046 1,548,999.00 1.49% 115,957.00 0.74% 57,978.00 1,375,064.00 April 15,2047 1,548,999.00 1.44% 102,206.00 0.72% 51,103.00 1,395,690.00 October 15,2047 1,548,999.00 138% 88,249.00 0.69% 44,125.00 1,416,625.00 Page 3 of 41 April 15,2048 1,548,999.00 130% 74,083.00 0.65% 37,042.00 1,437,874.00 October 15,2048 1,548,999.00 1.20% 59,704.00 0.60% 29,852.00 1,459,443.00 April 15,2049 1,548,999.00 1.06% 45,110.00 033% 22,555.00 1,481,334.00 October 15,2049 1,548,999.00 0.86% 30,297.00 0.43% 15,148.00 1,503,554.00 April 15,2050 1,549,007.00 0.55% 15,261.00 028% 7,631.00 1,526,115.00 October 15,2050 643,509.00 0.00% - 0.00% - 643,509.00 April 15,2051 653,162.00 0.00% - 0.00% - 653,162.00 October 15,2051 662,959.00 0.00% - 0.00% - 662,959.00 Apnl 15,2052 672903.00 0.00% - 0.00% - 672,903.00 October 15,2052 682,997.00 0.00% - 0.00% - 682,997.00 April 15,2053 693,242.00 0.00% - 0.00% - 693,242.00 1 2 Section 5. The Mayor, for and on behalf of the City, is hereby authorized and directed to enter into a 3 supplement to the Bond Purchase Agreement having terms consistent with the provisions of this ordinance. 4 Section 6. The Mayor and City Clerk, for and on behalf of the City, are authorized to execute and 5 deliver a new bond certificate providing (a) that this ordinance has been adopted, (b) for the new debt 6 service payment schedule, (c) for variable interest rates and Servicing Fees and (d) such other terms as 7 consistent with this ordinance. The new Bond Certificate shall be a bond issued under the provisions of 8 Ordinance No. 21,258 and shall be entitled to the benefits, security and terms of Ordinance No. 21,258, 9 except as to the interest rate, Servicing Fee and repayment terms set forth herein. 10 Section 7. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 11 word of this ordinance is declared or adjudged to be invalid or unconstitutional, such declaration or 12 adjudication shall not affect the remaining portions of the ordinance which shall remain in full force and 13 effect as if the portion so declared or adjudged invalid or unconstitutional was not originally a part of the 14 ordinance. 15 Section 8. Repealer. All ordinances, resolutions, bylaws, and other matters inconsistent with this 16 ordinance, particularly including but not limited to Little Rock, Arkansas, Ordinance No. 21,258 (August 17 12,2016), are hereby repealed to the extent of such inconsistency. 18 PASSED. : . ler 20,2020 19 Ali\ : APPROVED: 20 21 �_� INdi"' 1A1- 22 Sus: 1 1 e City Clerk Frank Scott,Jr., ayor 23 APPR: D - : TO LEGAL FORM: 24 25 1 v . 4IL 26 Thomas M.Carpenter,City Atto f ey 27 // Page 4 of 41