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1602979 ORDINANCE NO. 16,029 AN ORDINANCE AUTHORIZING THE ISSUANCE OF 9 -1 -1 EMERGENCY COMMUNICATIONS SYSTEM REVENUE BONDS BY THE CITY OF LITTLE ROCK, ARKANSAS; PLEDGING EMERGENCY TELEPHONE SERVICE CHARGE REVENUES SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. Arricie 1. The Board of Directors of the City of Little Rock, Arkansas (the "City ") has determined that: A. At the general election held November 4, 1986, there was submitted to the voters of the City the question of establishment of a 9 -1 -1 emergency telephone system and Public Safety Communication Center (the "System ") within the City to be funded by an emergency telephone services charge of up to five percent (5%) of the basic telephone tariff approved by the Arkansas Public Service Commission on all telephone access lings of any telephone system within the corporate limits of the City (the "Service Charge "). B. The voters of the City approved the establishment of the System by a vote of 29,191 in favor and 6,905 against. C. Pursuant to the authority conferred upon the City by Act 683 of 1985, as amended, and the approval of the electors at the general election on November 4, 1986, the City adopted Ordinance No. 15,295, approved on May 19, 1987, which Ordinance No. 15,295 levied the Service Charge at the rate of 2.7% on the basic tariff rate and the Service Charge was first collected beginning August 1, 1988. D. On August 7, 1990, the City approved Ordinance 15,912, which amended Ordinance No. 15,295 by increasing the Service Charge to five percent (5 %) on the basic tariff rate, which increased levy was effective October 1, 1990. E. The City has entered into a contract with Motorola Communications and Electronics, Inc. (the "Contract ") pursuant to which the City will purchase various components which will be used to enhance the System, provided, however that the performance of the Contract is conditional upon the issuance and sale by the City of its 9 -1 -1 Emergency Communications System Revenue Bonds, Series 1991 in the aggregate principal amount of $4,000,000 (the "Bonds "), the proceeds of which Bonds, together with other available moneys, will be used by the City to perform the Contract. F. The City is authorized pursuant to the Act to issue the Bonds and to pledge the Service Charge for the payment thereof. G. The revenues derived from the Service Charge will be sufficient to pay principal of and interest on the Bonds together with the fees and expenses of the bond registrar and paying agent, on the entire $4,000,000 principal amount of the Bonds, which mature and bear interest as hereinafter provided. H. Pursuant to Resolution No. 8458 approved by the City on March 5, 1991, the City authorized the Treasurer of the City to prepare or cause to be prepared an Official Notice of Sale and Preliminary Official Statement for the purposes of offering the Bonds at a public sale and to publish such Notice of Sale. M ©`` q ,4 -1 so I. The Notice of Sale was duly published and the Bonds were offered for sale on sealed bids on March 28, 1991, upon the terms specified in the Notice of Sale. A summary of all bids received by the City is attached hereto and made a part of as Exhibit A. J. The bid for the Bonds of A.G. Edwards & Sons, Inc., Edward D. Jones & Co., Llama Company, and Powell & Satterfield, Inc. (collectively the "Original Purchaser ") of the price of $3,930,200, for the Bonds maturing in the years and bearing interest at the rates hereinafter set out, resulting in a true interest cost of 6.11994% per annum, was the lowest and best bid offered. K. In order to serve and fulfill the purposes for which it has been created and to provide funds for the financing of the enhancements to the System, the City desires to adopt this Ordinance approving and ratifying the acceptance of the Original Purchaser's bid and further authorizing the issuance of the Bonds as hereinafter provided. Article 2. Approval of Documents and Procedure. All actions heretofore taken by the Mayor and Treasurer in connection with the offering and sale of the Bonds, including the preparation and distribution of the Preliminary OfficialrStatement and the preparation and distribution of the Notice of Sale, advertising of the time, date and place of the sale of the Bonds, preparation of the Official Statement, and preparation of this Ordinance (the "Authorizing Ordinance ") are hereby in all respects ratified and approved. The Official Statement is deemed a final Official Statement for purposes of Securities and Exchange Commission Rule 15 (c) 2 -12. The final Official Statement of the City in the form presented at this meeting with such changes, omissions, insertions and revisions as the Mayor and Treasurer shall deem advisable is hereby authorized and approved and the Mayor shall sign and deliver such final Official Statement to the Original Purchaser for distribution to the Owners of the Bonds and other interested persons. Article 3. Ratification of Acceptance of Bid. The acceptance by the Mayor and attestation thereof by the Treasurer of the bid of the Original Purchaser for the sale of the Bonds (a copy of which Official Bid Form and acceptance is hereby attached hereto as Exhibit B and made a part hereof) is hereby in all respects ratified and approved. Article 4. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 65 to the Constitution of the State of Arkansas, and Act 683 of 1985, as amended, (Arkansas Code of 1987 Annotated §§ 12 -10 -301, g1 et) (the "Act "), City of Little Rock, Arkansas 9 -1 -1 Emergency Communications System Revenue Bonds, Series 1991, are hereby authorized and ordered issued in the total principal amount of $4,000,000. The proceeds of the bonds, together with investment earnings thereon, shall be used to finance the purchase of components for the enhancement of the System and to pay the costs and expenses incidental to the issuance of the Bonds. The Bonds shall be dated May 1, 1991, and the interest thereon shall be payable semiannually on May 1 and November 1 of each year commencing November 1, 1991 ( "Payment Date "). The Bonds shall be fully registered bonds in the denomination of $5,000 or an integral multiple thereof. The Bonds shall be initially issued in the denominations and registered in the names of the registered owners specified by the Underwriter. Principal shall be payable to the registered owners thereof upon presentation at the corporate trust office of the paying agent. Each Bond shall bear interest from its Interest Commencement Date until paid at the rate specified below for its maturity. The "Interest Commencement Date" for each bond shall be (i) the last interest payment date for the Bonds preceding the date of authentication to which interest on the Bonds has been paid or made available for payment, or (ii) if the date of authentication is an interest payment date to which interest on the Bonds has been paid or made available for payment, the date of authentication, or (iii) if the date of authentication is prior to the first interest payment date, the date of the Bonds. Payment of each installment of interest shall be made at the time and in the manner specified in the bond form in Article 6. The Bonds shall be numbered from R -1 upward in order of issuance and shall mature on May 1 and November 1 of each year and bear interest as follows: Maturity Date May 1 Principal Amount interest Rate 1992 $ 315,000 5.00% 1993 330,000 5.10 1994 345,000 5.25 1995 365,000 5.0 1996 385,000 5.50 1997 405,000 5.60 1998 425,000 5.70 1999 450,000 5.85 2000 475,000 6.00 2001 505,000 6.10 First Commercial Bank, N.A., Little Rock, Arkansas, is designated as bond registrar and paying agent. No additional bonds payable from the proceeds of the Service Charge pledged to the payment of the Bonds may be issued so long as the principal and interest on the Bonds shall remain unpaid, subject however to the provisions of Article 17 of this Ordinance. Article S. Definitions. In addition to other definitions herein, capitalized terms used in this Ordinance shall, unless the context requires a different meaning, have the meanings specified below. The term "Code" means the Internal Revenue Code of 1986, as amended. The term "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. The term "Gross Proceeds" means the sum of following amounts: (i) original proceeds, namely, net amounts received by the City as a result of the sale of the Bonds, excluding original proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds. (ii) investment proceeds, namely, amounts received at any time by or for the City, such as interest and dividends, resulting from the investment of any original proceeds (as referenced in clause (i) above) or investment proceeds (as referenced in this clause (ii) in Nonpurpose Investments, increased by any profits and decreased (if necessary, below zero) by any losses on such investments, excluding 81 ()-` l? A -3 82 investment proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (iii) sinking fund proceeds, namely, amounts, other than original proceeds or investment proceeds (as referenced in clauses (i) and (ii) above) of the Bonds, which are held in the Bond Fund, Debt Service Reserve Fund and any other fund to the extent that the City reasonably expects to use such other fund to pay Debt Service on the Bonds. Bonds; and (iv) Investment Property pledged as security for payment of Debt Service on the Bonds; (v) amounts, other than as specified in this definition, used to pay Debt Service on the (vi) amounts received as a result of investing amounts described in this definition. The term "Investment Property" means any security (as said term is defined in Section 165(g)(2)(A) or (B) of the Code), obligation, annuity contract or investment -type property, excluding, however, obligations the interest on which is excluded from gross income, under Section 103 of the Code, for federal income tax purposes. The term "Net Proceeds," when used with reference to the Bonds, means the face amount of the Bonds, plus accrued interest and premium, if any, less original issue discount. The term "Nonpurpose Investment" means any Investment Property which is acquired with the Gross Proceeds of the Bonds and is not acquired in order to carry out the governmental purpose of the Bonds. The term "Private Business Use" means use directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and use as a member of the general public. The term "Purchase Price," for the purpose of computation of the Yield of the Bonds, has the same meaning as the term "issue price" in Section 1273(b) and 1274 of the Code, and, in general, means the initial offering price of the Bonds to the public (not including bond house and brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds of each maturity are sold or, if the Bonds are privately placed, the price paid by the first buyer of the Bonds or the acquisition cost of the first buyer. The term "Regulations" means temporary and permanent regulations promulgated under the Code. The term "Yield" means that yield which, when used in computing the present worth of all payments of principal and interest on the Bonds, produces an amount equal to the Purchase Price of the Bonds, all computed as prescribed in applicable Regulations. Article 6. The Bonds shall be executed on behalf of the City by the Mayor and City Clerk by their facsimile signatures and a facsimile of the corporate seal of the City shall be reproduced on each Bond. The Bonds shall be substantially the following form: 4 O-qq -zf REGISTERED No. 0 (FACE OF BOND) 83 REGISTERED UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF PULASKI CITY OF LITTLE ROCK 9 -1 -1 EMERGENCY COMMUNICATIONS SYSTEM REVENUE BOND SERIES 1991 Interest Commencement Date: Interest Rate: Maturity Date: CUSIP: Principal Amount: Registered Owner: For value received, the City of Little Rock, Arkansas (the "City "), promises to pay to the registered owner shown above, or registered assigns, the principal amount shown above on the Maturity Date identified above and to pay interest (computed on the basis of a 360 -day year of twelve 30-day months) on such principal amount from the Interest Commencement Date set forth above at the Interest Rate per annum set forth above. Interest is payable on each May 1 and November 1 after the Interest Commencement Date. Principal of this bond is payable to the registered owner, in lawful money of the United States of America, upon presentation when due at the corporate trust office of First Commercial Bank, N.A., Little Rock, Arkansas, the bond registrar and paying agent. Payment of each installment of interest shall be made to the person in whose name this bond is registered on the registration books of the City maintained by the bond registrar at the end of the fifteenth day of the month next preceding each interest payment date (the "Record Date "), irrespective of any transfer or exchange of this bond subsequent to such Record Date and prior to such interest payment date. Such interest payments shall be by check or draft drawn on the paying agent, and mailed to such registered owner at the address appearing on such registration books. This bond is issued under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 65 to the Arkansas Constitution and the Act 683 of 1985, as amended, (Arkansas Code of 1987 Annotated $ 12 -10 -301, gl &eq). It shall not be valid unless the Certificate of Authentication shall have been signed by the bond registrar. This bond is one of a series of bonds of the City designated "9 -1 -1 Emergency Communications System Revenue Bonds, Series 1991" dated May 1, 1991 (the "Bonds ") in the principal amount of $4,000,000, authorized pursuant to Ordinance No. of the City adopted on April _, 1991. O _q9 A -5 • • 84 (SEE THE REVERSE SIDE FOR ADDITIONAL PROVISIONS WHICH HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE.) IN WITNESS WHEREOF, the City has caused this bond to be executed by its Mayor and City Clerk by their facsimile signatures and a facsimile of its corporate seal to be reproduced hereon. CITY OF LITTLE ROCK, ARKANSAS r (FACSIMILE SEAL) By (facsimile signature) Mayor By (facsimile signature) City Clerk 0 O -qq A -6 CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds described in the within mentioned Ordinance and is one of the 9 -1 -1 Emergency Communications System Revenue Bonds, Series 1991, dated May 1, 1991 of the City of Little Rock, Arkansas. FIRST COMMERCIAL BANK, N.A. Little Rock, Arkansas Bond Registrar °m V 7 Authorized Officer 0qq 7 ! ! ! ! ! ! ! ! ! ! ! ! ! ! (BACK OF BOND) CITY OF LITTLE ROCK, ARKANSAS 9 -1 -1 EMERGENCY COMMUNICATIONS SYSTEM REVENUE BOND SERIES 1991 ADDITIONAL PROVISIONS The Bonds are limited obligations of the City, payable from the proceeds derived by the City from its emergency telephone service charge on the basic tariff rate approved by the Arkansas Public Service Commission on all telephone access lines located within the corporate tines of the City (the "Service Charge ") approved by a majority of the electors of the City at the general election held on November 4, 1986, and levied by the Board of Directors of the City, under the authority of the laws of the State of Arkansas, including particularly Amendment 65 of the Constitution of the State of Arkansas and Act 683 of 1985, as amended, (Arkansas Code of 1987 Annotated § § 12 -10 -301, d deg) (the "Act "); and pursuant to Ordinance No. 15,912 adopted August 7, 1990, the City irrevocably pledged collections of the Service Charge for the payment of this Bond pursuant to the provisions of Ordinance No. _ adopted April _, 1991 (the "Authorizing Ordinance "). The Bonds are not secured by any lien on or security interest in any physical properties. The Bonds are issuable only in the form of fully registered bonds in the denominations of $5,000 or an integral multiple thereof. The City, the bond registrar and the paying agent may deem and treat the registered owner hereof as the absolute owner of this bond for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and shall not be affected by any notice to the contrary. This bond is transferable, in whole or in part, only upon delivery to the bond registrar of the bond, accompanied by a written instrument of transfer in substantially the form endorsed hereon, duly executed by the registered owner or his attorney -in -fact or legal representative. Upon such transfer, the bond registrar shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name or names of the new registered owner or owners a new fully registered bond or bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount of the bond transferred at the earliest practicable time. There shall be no charge to the transferor or transferee for any transfer, except an amount or amounts sufficient to reimburse the City and the bond registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer. The City and the bond registrar shall not be required to transfer any bond which had been called for redemption in whole or in part. The Bonds are subject to redemption prior to maturity at the option of the City, an inverse order of maturities (less than all of the Bonds of a single maturity to be selected by lot by the paying agent in such manner as it may determine), (i) on any interest payment date from proceeds of the Bonds not needed for the purpose for which the Bonds are issued; and (ii) on any interest payment date after May 1, 1996, from funds from surplus collections of the Service Charge ( "surplus collections" being all revenues in excess of amounts necessary to pay the then current principal of and interest due on the Bonds and 1 ' M J• M • • 87 paying agent fees in connection therewith, and to replenish the Debt Service Reserve Fund to the Debt Service Requirement); at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date of redemption. Bonds of denominations greater than $5,000 may be redeemed partially in the amount of $5,000 or any integral multiple thereof. Notice of redemption identifying the Bonds or portions thereof to be redeemed shall be given by the paying agent, not less than 30 nor more than 60 days prior to the date fixed for redemption, by mailing a copy of the redemption notice by first -class mail, postage prepaid, to all registered owners of the Bonds to be redeemed. Failure to mail an appropriate notice or any such notice to one or more registered owners of the Bonds to be redeemed shall not affect the validity of the proceedings for redemption of other Bonds as to which notice of redemption is duly given and in proper and timely fashion. All such Bonds thus called for redemption shall cease to bear interest on and after the date fixed for redemption, provided funds for their redemption are on deposit with the paying agent at that time. rr IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this bond have existed, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by this bond and the issue of which it forms a part, does not exceed any constitutional or statutory limitation; and that the service charge sufficient to pay the Bonds has been duly levied in accordance with Amendment No. 65 to the Constitution of the State of Arkansas and the Act and made payable annually until all of the Bonds and interest thereon have been fully paid and discharged. This bond constitutes a special, limited obligation of the City, is payable as to principal, premium, if any, and interest solely from the income, revenue and receipts of the City derived from the Service Charge, and none of the United States of America, the State of Arkansas or the City, nor any other political subdivision or body corporate and politic, or agency, of the State of Arkansas (except the City to the limited extent provided herein and in the Authorizing Ordinance), or of the United States of America, shall in any event be liable for the payment of the principal of, premium, if any, and interest on the Bonds or for the performance of any pledge, obligation or agreement of any kind whatsoever of the City. W /k g • • sa ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship not as tenants in common UNIF GIFT MIN ACT - usq tmr) Custodian under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the list above. r 10 6 -449 A -10 M M M M M M M M M M M w M M M 0 TRANSFER . 89 FOR VALUE RECEIVED, the undersigned Transferor or Transferors hereby sell, assign and transfer the within bond and all rights thereunto to the Transferee or Transferees whose name(s), address and social security or federal employer identification number are shown below, and irrevocably constitute and appoint as attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Name of Transferee(s): Address of Transferee(s) (one address only): Social Security or Federal Employer Identification No. of Transferee(s) (one number only): Dated: Transferor Transferor NOTICE: No transfer will be issued in the name of the Transferee(s), unless the signature to this assignment corresponds with the name(s) appearing upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. Signature(s) of Transferor(s) Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the National Association of Securities Dealers or a commercial bank or a trust company. Article 7. A. In order to pay the Bonds as they mature or are called for redemption prior to maturity, with interest thereon, and the fees and charges of the bond registrar and paying agent, there are hereby pledged to pay principal of and interest on, and the fees and charges of the bond registrar and paying agent in connection with, the Bonds all collections of the Service Charge. The City represents and covenants that the Service Charge has been levied for collection at the rate of five percent (5%) on the basic tariff rate approved by the Arkansas Public Service Commission on all telephone access lines of any telephone system within the corporate limits of the City, and covenants that the Service Charge 11 w w iw w w� w w w _rw w w w w w� wr • . 90 will be levied and collected continually thereafter at a rate not less than five (5) percent until all of the Bonds authorized hereby and interest thereon have been paid in full. The City covenants and agrees that revenues from the Service Charge shall be deposited by the City into the City's Emergency 9 -1 -1 Fund. The City shall establish within the Emergency 9 -1 -1 Fund the following subaccounts: (i) Expense Account; (ii) Interest Account; and (iii) Principal Account. Revenues from the Service Charge shall be applied at the times, in the amounts, and in the priority, as follows: First, the City shall deposit monthly into the Expense Account revenues from the Service Charge in an amount equal to 1/6 of the fees and expenses of the bond registrar and paying agent which will be due on the immediately following PaytVent Date. Second, the City shall deposit monthly into the Interest Account revenues from the Service Charge in an amount equal to 1/6 of the interest payable on the Bonds on the immediately following Payment Date. Third, the City shall deposit monthly into the Principal Account revenues from the Service Charge in an amount equal to 1/12 of the principal of the Bonds payable on the immediately following Payment Date on which principal of the Bonds is due, whether pursuant to scheduled maturity or redemption prior to maturity. Fourth, from the date of issuance of the Bonds through the eighteenth (18th) month thereafter, the City shall deposit monthly into an account with the bond registrar and paying agent hereby created and designated "Debt Service Reserve Fund" (the "Debt Service Reserve Fund "), a sum equal to 1/18 of the amount required to increase the amounts on deposit in the Debt Service Reserve Fund to the sum of $539,112.50 (the "Debt Service Requirement "). Commencing with the nineteenth (19th) month following the date of issuance of the Bonds, if at any time the amounts on deposit in the Debt Service Reserve Fund are reduced to an amount less than the Debt Service Requirement, the City shall, from collections of the Service Charge, immediately deposit into the Debt Service Reserve Fund any amounts required to replenish the Debt Service Reserve Fund to the Debt Service Requirement. Fifth, all remaining collections of the Service Charge may be used as provided herein, and for other lawful municipal purposes permitted by the Act. The provisions of this Section 7 shall supersede the provisions of all prior Ordinances and Resolutions of the City, including but not limited to, the provisions of Ordinance No. 15,912, approved by the City on August 12, 1990, to the extent the provisions of such prior Ordinances and Resolutions are in conflict herewith. B. At least two (2) business days prior to each Payment Date the City shall transfer all amounts on deposit in the Expense Account, Interest Account and Principal Account in the City's Emergency 9 -1 -1 Fund to the bond registrar and paying agent, to be deposited by the bond registrar and 12 D -� f1 -12 paying agent into a special fund of the City held by the bond registrar and paying agent which is hereby created and designated "Series 1991 Bond Retirement Fund" (hereinafter called "Bond Fund "). On each Payment Date, the bond registrar and paying agent shall, from the funds transferred from the City from the City's Emergency 9 -1 -1 Fund, make the following transfers and payments, in the following priority: (i) First, the bond registrar and paying agent shall withdraw an amount sufficient to pay its fees and expenses; (ii) Second, the bond registrar and paying agent shall pay all accrued interest on the Bonds due on such Payment Date; and (iii) Third, the bond registrar and paying agent shall pay all principal of the Bonds due on such Payment Date, whether pursuant to scheduled maturity or redemption prior to maturity. If for any reason there shall be a failure at any time to make any of the required payments into the Bond Fund, any sums then held in the Debt Service Reserve Fund shall be used to the extent necessary for the payment of the principal of, interest on, and the fees and expenses of the registrar and paying agent in connection with the Bonds, but the Debt Service Reserve Fund shall be replenished from the Emergency 9 -1 -1 Fund before any of the moneys in the Emergency 9 -1 -1 Fund shall be used for any other purpose. The Debt Service Reserve Fund shall be used solely as provided herein. All moneys held for credit of the Bond Fund and Debt Service Reserve Fund shall either be insured by the Federal Deposit Insurance Corporation or secured by direct or fully guaranteed obligations of the United States of America, and shall be used solely for the payment of the principal of and interest on the Bonds, fees of the bond registrar and paying agent, and costs of redemption, either at maturity or at redemption prior to maturity. Moneys held for the credit of the Bond Fund and Debt Service Reserve Fund may be invested and investment income used as provided in Article 14. Article 8. In order to pay the principal of and interest on the Bonds as they mature, there are hereby appropriated out of the proceeds of the above referenced Service Charge, the sums set forth in the preceding Article 7. The principal of and interest on the Bonds mature according to the following schedule: Payment Date Principal Du Interes i" 1991 $ 315,000 1992 330,000 1993 345,000 1994 365,000 1995 385,000 19% 405,000 1997 425,000 1998 450,000 1999 475,000 2000 505,000 13 1 0�9 A -/3 • � 92 Arttde 9. The Bonds shall be callable for payment prior to maturity in accordance with the terms set out in the form of the Bonds set forth in Article 6 hereof. Ardde 10. The bond registrar shall immediately notify the City of each default in the payment of principal of or interest on any Bonds and of any other default under this Ordinance of which the bond registrar has knowledge. Any default in the payment of the principal of or interest on any Bond, and any default in the performance of any other covenant herein which continues for 30 days after written notice thereof is given to the City by the bond registrar shall constitute an event of default. The bond registrar shall notify the registered owners of the Bonds of each event of default by first class mail. The owners of the not less than 10% in principal amount of the Bonds then outstanding may by proper suit compel the performance of the duties of the officials of the City under the Constitution and laws of the State of Arkansas and under this Ordinance and protect and enforce the rights of the owners by instituting appropriate proceedings at law or in equity or by other action deemed necessary or desirable. No one or more owners of the Bonds shall have any right in any manner by his or their action to affect, disturb or prejudice the security of this Ordinance, or to enforce any right hereunder except in the manner provided herein. All proceedings at law or in equity shall be instituted, had and maintained in the manner provided herein and for the benefit of all owners of outstanding Bonds. Any individual rights of action are restricted by this Ordinance to the rights and remedies herein provided. Nothing shall, however, affect or impair the right of an owner to enforce the payment of the principal of and interest on any Bond at and after the maturity thereof. No delay or omission of any owner of a Bond to exercise any right or power accrued upon any default shall impair any such right or power or be construed to be a waiver of any such default or acquiescence therein, and every power and remedy given to the owners of the bonds may be exercised from time to time and as often as may be deemed expedient. The owners of not less than 50% in principal amount of the Bonds then outstanding shall have the right, during the continuance of an event of default, to direct the time, method and place of conducting any proceedings of any remedy of bondholders, and may waive any default which shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding or before the completion of the enforcement of any other remedy. No such waiver shall extend to or affect any other existing or subsequent default or defaults or impair any rights or remedies consequent therein. Artide 11. The bond registrar and paying agent shall be responsible only for the exercise of good faith and reasonable prudence in the execution of its trust. The recitals in this Ordinance and in the face of the Bonds are the recitals of the City and not of the bond registrar and paying agent. The bond registrar will maintain books for the registration and transfer of ownership of the Bonds. The principal of all Bonds, payable either at maturity or upon redemption prior to maturity, shall be paid upon surrender of the Bond at the corporate trust office of the paying agent. Interest shall be paid by check or draft drawn on the paying agent and mailed to each registered owner at the address shown on the registration books. The bond registrar and paying agent may resign by giving notice in writing to the City Clerk. Such resignation shall be effective upon the appointment of a successor bond registrar and paying agent by the City and acceptance of appointment by the successor. If the City fails to appoint a successor 14 0W A-i� • • 93 �I within 30 days of receiving notice of resignation, the bond registrar and paying agent may apply to a court of competent jurisdiction for appointment of a successor. The owners of a majority in principal amount of outstanding Bonds may at any time, with or without cause, remove the bond registrar and paying agent and appoint a successor. Any successor bond registrar and paying agent, whether appointed by the City or bondholders, shall have capital and surplus of at least $25,000,000.00. The City shall give notice in writing to the owners of outstanding Bonds of any resignation, removal or appointment of a successor bond registrar and paying agent. The bond registrar and paying agent shall be entitled to reasonable compensation for its services hereunder. Ardde 12. The original bond registrar and paying agent and any successor shall file a written acceptance and agreement to execute the trust imposed upon it by this Ordinance, but only upon the terms and conditions set forth in this Ordinance, and subject to the provisions of this Ordinance. Such written acceptance shall be filed with the City Clerk and a copy therein shall be placed in the bond transcript. Any successor shall have all the powers herein granted to the original bond registrar and paying agent. Airfde 13. The Bonds shall be delivered to the bond registrar, which shall authenticate and deliver them to the Original Purchaser, or order, upon payment of an amount equal to the purchase price of $3,930,200.00, plus accrued interest from May 1, 1991, to date of delivery. From the proceeds of the sale: A. The accrued interest shall be deposited into the Interest Account established in the City's Emergency 9 -1 -1 Fund, and shall be used solely to make interest payments on the Bonds as provided in Article 7 hereof. B. The sum of $400,000 shall be deposited into the Debt Service Reserve Fund, and shall be used solely to make principal and interest payments on the Bonds as provided in Article 7 hereof. C. The balance of the proceeds shall be deposited in an account in the bond registrar and paying agent hereby created and designated "Series 1991 Construction and Equipment Fund" (hereinafter called "Construction and Equipment Fund ") and shall be used solely for paying the costs of the enhancements to the System, for necessary expenses incidental thereto, and for the expenses of the issuance of the Bonds. The moneys in the Construction and Equipment Fund shall be used for acquiring and completing the enhancements to the System, paying expenses incidental thereto and paying the expenses of issuing the Bonds, with any unexpended balance to be transferred to the Bond Fund. Disbursement shall be made from the Construction and Equipment Fund on the basis of checks or requisitions which shall specify: the name of the person, firm or corporation to whom payment is to be made; the amount of the payment; the purpose of the payment; and that the payment is a proper charge on the Construction and Equipment Fund. Each requisition must be signed by the City Manager and Treasurer of the City or two other individuals designated by the Board of Directors, who may be members of the Board of Directors. In the case of requisitions, the depository or depositories shall issue their check upon the Construction and Equipment Fund payable to the person, firm or corporation designated in the requisition. The depository or depositories of the Construction and Equipment Fund shall be required to keep all records of all requisitions reflecting all payments made. 15 00 /3- / When the enhancements to the System have been completed and all required expenses paid and expenditures from the Construction and Equipment Fund for and in connection with the accomplishment of the enhancements to the System and the financing thereof, this fact shall be evidenced by a certificate signed by the Mayor which certificate shall state, among other things, the date of the completion and that all obligations payable from the Construction and Equipment Fund have been discharged. A copy of the certificate shall be filed with the depository of the Construction and Equipment Fund, and a copy with the bond registrar and paying agent, if different than the depository, and upon receipt thereof the depository of the Construction and Equipment Fund shall transfer any remaining balance to the Bond Fund. Article 14. A. Moneys held for the credit of the Bond Fund, Debt Service Reserve Fund, and Construction and Equipment Fund may be invested and reinvested by the paying agent at the direction of the City in direct obligations of, or obligations on which the principal of and interest on are unconditionally guaranteed by, the United States government ( "Government Obligations" as defined in Section 17 hereof), or in certificates of deposit of banks, including the bond registrar and paying agent, such deposits to be collateralized by Government Obligations to the extent such deposits exceed insurance limitations of the Federal Deposit Insurance Corporation. Investments shall mature not later than the time the funds will be needed as determinedYby the City for authorized expenditures. B. Interest earned by the investments of the Bond Fund, Debt Service Reserve Fund, and the Construction and Equipment Fund, may be deposited into either the Bond Fund or the Construction and Equipment Fund, as determined by the City, and used for the same purposes as other moneys in such fund are authorized to be used. Article 15. The terms of the Bonds and of this Ordinance shall constitute a contract between the City and the holders of the Bonds. Except as provided below, no variation or change in the undertakings herein set forth shall be made while any of these bonds are outstanding. The owners of not less than 75% in aggregate principal amount of the Bonds then outstanding have the right, from time to time, to consent to the adoption by the City of ordinances modifying any of the terms or provisions contained in the Bonds or this Ordinance; provided, however, there shall not be permitted (a) any extension of the maturity of the principal of or interest on any Bond, or (b) a reduction in the principal amount of any Bond or the rate of interest thereon, or (c) the creation of any additional pledge on the revenues pledged to the Bonds other than as authorized in the original authorizing ordinance, or (d) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for such consent. Article 16. Tax Covenants. A. The City covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the Bonds under Section 103 of the Code. The City will not directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the City, or take or omit to take any action that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code. To that end, the City will comply with all requirements of Section 148 of the Code to the extent applicable to the Bonds. B. Private Business Use Limitation. The City shall assure that not in excess of five percent (5 %) of the Net Proceeds of the Bonds is used, directly or indirectly, for (i) Private Business Uses, or (ii) to make or finance a loan (other than loans constituting Nonpurpose Investments) to persons other than state or local government units. 16 O 4� 6-12- 9� C. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code and Regulations promulgated thereunder. D. Information Reporting. The Mayor of the City shall, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Bonds are issued, submit to the Secretary of the Treasury a statement concerning the Bonds which will satisfy the requirements of paragraph (2) of Section 149(e) of the Code and applicable Regulations. E. Rebate. The City recognizes that the exclusion of interest paid on the Bonds from gross income for purposes of regular federal income taxation is dependent upon compliance with the provisions of Section 148 of the Code and regulations thereunder. The City and the bond registrar and paying agent shall, unless and until the City delivers to the bond registrar and paying agent a written opinion of counsel as described in the last paragraph of this Section, make the determinations and take the actions hereinafter by this Section required and make such further or different determinations and take such further or different actions as are necessary, in the opinion of such counsel, to comply with the requirements of Section 148(f) of the Code and the Regulations. The bond registrar and paying agent, on behalf of, and as agent for, the City, shall rebate to the United States, not later than sixty (60) days after the end of the Bond Year ending May 1, 1996, and not later than sixty (60) days after the end of each fifth Bond Year thereafter, an amount which ensures that at least ninety percent (90%) of the Rebate Amount (as hereinafter defined) will, at the time of required payment, be paid to the United States, and within sixty (60) days after the payment or redemption of all principal of the Bonds, an amount sufficient to pay the remaining unpaid balance of the Rebate Amount, all in the manner and as required by Section 148 of the Code and the Regulations. As used herein, "Rebate Amount" means the amount described in Section 148(f)(2) of the Code, computed in accordance with the provisions of Section 148(f)(2) and the Regulations now or hereafter promulgated, including until superseded, supplemented or amended by Regulations, Sections 1.103 -15AT, and 1.148 -0T through 1.148 -9T, as applicable. As used herein "Bond Year" means the twelve -month period ending on the day next preceding the date for payment of principal on the Bonds (by stated maturity or mandatory redemption). The City shall determine the Rebate Amount within thirty (30) days after the close of each Bond Year and upon payment or redemption of all principal of the Bonds, and shall furnish the Trustee upon each determination with a written request verifying such determination and with any supporting documentation required to calculate or evidence the Rebate Amount in accordance with the Code and applicable Regulations (the "Rebate Certificate "). The City and the bond registrar and paying agent shall retain copies of each Rebate Certificate and records of such determinations until six years after final payment or redemption of all principal of the Bonds. Upon each such determination, the City shall transfer from the City's Emergency 9 -1 -1 Fund to a fund hereby created with the bond registrar and paying agent and designated the "Rebate Fund," the Rebate Amount so determined, and shall separately account for, or cause to be separately accounted for, the earnings from the investment thereof, and such earnings shall become part of the Rebate Amount. In determining the Rebate Amount, the City and the bond registrar and paying agent shall take into account all amounts held hereunder and, pending the application of such amounts to the purpose for which such amounts were removed, all amounts removed from under this Ordinance. Moneys in the Rebate Fund shall be paid by the bond registrar and paying agent to the United States at such times and in such amounts as are necessary to comply with the provisions of Section 148(f) 17 ■ Cfw 6-3 • • 96 of the Code and the Regulations. In addition, upon receipt by the bond registrar and paying agent of certificate of the City certifying that certain amounts in the Rebate Fund are not subject to rebate and an opinion of counsel acceptable to the bond registrar and paying agent to the effect that failure to rebate such amounts will not cause interest on the Bonds to become includable in gross income of the owners thereof for regular federal income tax purposes under existing laws, regulations, rulings and decisions and any then pending federal legislation, the bond registrar and paying agent shall transfer any such amounts to the credit of the Bond Fund. Moneys in the Rebate Fund shall not be available for transfer to any Fund or Account hereunder, except the Bond Fund under the circumstances described in the preceding sentence, and shall be applied solely to meet the City's rebate obligations. In making the computations required to make the deposits and rebates provided for in this Section, the City and the bond registrar and paying agent shall comply with applicable provisions of the Arbitrage Certificate and Tax Regulatory Agreement delivered by the City upon issuance of the Bonds. The bond registrar and paying agent shall verify at least annually from the date of delivery of the Bonds that (i) all requirements of this Section have been met on a continuing basis, (ii) adequate procedures have been established and are being complied with to ensure continuing compliance with the requirements of the Arbitrage Certificate, (iii) if applicable the proper amounts have been deposited into the Rebate Fund, and (iv) if applicable the timely payment of all amounts due and owing to the United States Treasury from the Rebate Fund has occurred. Pending payments from the Rebate Fund, the moneys therein shall be invested in Government Obligations (as defined in Article 17 hereof), and any earnings on or income from such investment shall be retained therein. The provisions of this Section shall remain in full force and effect notwithstanding the dfeasance of the Bonds hereunder. Notwithstanding the foregoing, in the event the bond registrar and paying agent is furnished with a written opinion of counsel acceptable to the bond registrar and paying agent to the effect that it is not necessary under either existing laws, regulations, rulings and decisions or any then pending federal legislation to pay any portion of earnings on investments held hereunder or otherwise to the United States in order to assure the exclusion from gross income for regular federal income tax purposes of interest on the Bonds, the requirements set forth in the preceding portion of this Section (with respect to the portion of such earnings specified in such opinion) need not be complied with and shall no longer be effective and all amounts at the time on deposit in the Rebate Fund (to the extent covered by such opinion) shall be transferred as specified in such opinion. Artide 17. Defeasance. When all of the Bonds shall have been paid or deemed paid, the pledge in favor of the Bonds shall be discharged and satisfied. A Bond shall be deemed paid when there shall have been deposited in trust with the bond registrar and paying agent, as escrow agent under an escrow deposit agreement requiring the escrow agent to apply the proceeds of the deposit to pay the principal of and interest on the Bond as due at maturity or upon redemption prior to maturity, moneys or Government Obligations sufficient to pay when due the principal of and interest on the Bond. If the principal of the Bond is to become due by redemption prior to maturity, notice of such redemption must have been duly given or provided for. "Government Obligations" shall mean direct or fully guaranteed obligations of the United States of America, noncallable, maturing on or prior to the maturity or 18 ��i • • 97 redemption date of the Bond. In determining the sufficiency of a deposit there shall be considered the principal amount of such Government Securities and interest to be earned thereon until their maturity. Article 18. The provisions of this Ordinance are separable and in the event that any section or part hereof shall be held to be invalid, such invalidity shall not affect the remainder of this Ordinance. Article 19. All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Article 20. This Ordinance shall not create any right of any character and no right of any character shall arise under or pursuant to it until the Bonds shall be issued and delivered. Article 21. It is hereby ascertained and declared that there is an immediate and urgent need for the acquisition, construction and equipping of the Improvements to be financed by the issuance of the Bonds in order to protect the health, lives and property of the inhabitants of the City. It is, therefore, declared that an emergency exists and this Ordinance, being necessary for the preservation of public peace, health and safety, shall take effect and be in force immediately upon and after its adoption. r ADOPTED: April ? , 1991. ATTEST: City Clerk Robbie Hancock (SEAL) APPROVED: By: Szea-"� Mayor Sharon Priest 19 0qq IS--15 CERTIFICATE The undersigned, City Clerk of the City of Little Rock, Arkansas (the "City "), hereby certifies that the foregoing pages are a true and perfect copy of ordinance No. 16.029, passed at a regular session of the Board of Directors of the City, held at the regular meeting place in the City at 6:00 o'clock P.M. on the 2nd day of April, 1991, and that the Ordinance is of record in this office. GIVEN under my hand and seal on this 4th day of April, 1991. (SEAL) qM4ANffi&-- 20 3'% tftl, tl• t� tl• tftl• tftf� tf� tl• t� tl• tftl• tftft# tf� tftf� tl• City of Uttle Rock• • John T. Pryor Room 208 City Neil Director of Finance 500 W. Markham 8 Trmmtw uttis Rock. Ar. 72201 _ (501) 371 -4000 FAX (501) 371 -4198 9 -1 -1 EMERGENCY CONKUNICATION SYSTEM BOND SALE BID March 28, 1991 1:00 P.M. Respondent Bid Price True Interest Cost r Merrill Lynch $3,950,000.00 6.243395 A. G. Edwards 30309200.00 6.11994 ° Crews & Assoc. 3,938,807.19 6.1891 Prudential Securities 3,948,000.00 6.2296 Stephens, Inc. 3,941,000.00 6.4540484 e Bid Award + EXNISIT eta 13-7 kkk. kill � kid kid lid 1111. kk� kk� � OFFIr IAT. BID FORM CITY OF LLTTIE ROCK. ARKANSAS MT. �1u:F Match 28, 1991 100 Subject to the provisions and in accordance with the terms of your Official Notice of Sale published in no Bond Iyg on March 7, 1991, which is made a pat hereof, we hereby offer to purchase all of the 54,000,000 City of Little Rock, Arkansas 9.1 -1 Emergency Communicadons System Revenue Bonds, dated May 1. 1991 (the "Botda7, as described in the Official Notice of Sale, and to pay therefor the price of SA M3 W,,*y not be less than $3,920,000). phis accrued interest to the date of delivery, for Bonds beating the following rata of interest per anmmi and maturing on May 1 in each of the following years in the aggregate principal amounts: SERIAL BONDS Due Required Principal Mau 1. Payment 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 TOTAL: ................. g 315,000.00 330, COO. 00 3(06100a ov 3 51 DOO, oD 40s,000. 00 4Z5PCb, DD 4SD,CCO DO 4-7 S, Oco• Od 505, 000 00 $4,000,000 SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL. SERIAL SERIAL SERIAL Interest Rate (Complete only for years in which Bonds Mature.) 5. CO % 5•lv 525 5.6 _ 0 _ 5, you 5--0 (9,IL7 Attached hereto is a bank cashier's or certified check in the amount of $80,000.00, which represents our good faith deposit, and which is submitted in accordance with the terms and conditions set forth in the Official Notice of Sale. We have noted that payment of the balance of the purchase price shalt be paid in Federal Reserve funds. The mates of the underwriters who are associated for the purpose of this proposal are listed on a separate sheet attached hereto. The undersigned also acknowledges receipt of the Preliminary 0 Official Statement described in the Official Notice of Sale. (3-9 � EXHIBIT MW 0 m = m = = = = m = = very truly yoms a.& . ��d By: ge=! I.J. COMPUTATION 0 101. :1 F" yaw womadon only, and not as a put of do foregoing propouL we advise you that the wo (Cmmilao) mmm cost offered therem is: NO (to four decimids) C) L4 ACCEPrANCE Tbe foregoing bid is hereby accepted this slay of iam� �—' 1991. CITY OF LxrnzROM ARKANSAS LMW�AL RETURN OF CHECK . Re= to the above-narned bidder of the che& of the bidder in the amum of S80,000-00, referred to in the above proposal is hereby ad=wledged- DATM-�, 1991. By: (The city has been advised bv A.G. Edwards & Sons, Inc. I that the f011cwirkT canpanies have jointly presented this proposal to purchase the Bonds: MViAM D. JONTS & CO. , ILAMA COLYTIUN, and POWELL & SATnWTFT I INC-) 2