184821 Ordinance No. 18,482
2
3 AN ORDINANCE AUTHORIZING THE ISSUANCE OF LIMITED TAX
4 GENERAL OBLIGATION REFUNDING BONDS FOR THE PURPOSE OF
5 REFUNDING OUTSTANDING BONDS; AUTHORIZING THE
6 EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT
7 PROVIDING FOR THE SALE OF THE BONDS; PRESCRIBING OTHER
8 MATTERS RELATED THERETO; AND DECLARING AN EMERGENCY
9
10 WHEREAS, at a special election held October 13, 1987, a majority of the qualified electors of
11 the City of Little Rock, Arkansas (the "City") voting on the question approved the issuance, under
12 Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act of
13 1985, bonds in the principal amount of $19,675,000 for streets, including curbing, guttering, and
14 drainage improvements; $900,000 for drainage improvements; $1,000,000 for a new police
15 substation; $8,690,000 for public park improvements, including improvements to the Little Rock
16 Zoo; $1,000,000 for two fire stations; $2,000,000 for a new library branch; $950,000 for
17 improvements to the Arkansas Arts Center; $1,500,000 for a detention center; $1,500,000 for
18 improvements to Robinson Auditorium and the contiguous plaza; $800,000 for sidewalks, lighting,
19 and right -of -way improvements in the South Main Improvement District and restoring historic
20 building facades in the central business district; $200,000 for improvements to the Arkansas
21 Museum of Science and History in MacArthur Park; and $900,000 for improvements to streets and
22 sidewalks in the Hillcrest, Quapaw Quarter, and Capitol Avenue areas, including street lights and
23 right -of -way improvements (collectively, the "1987 Improvements "), and the levy of a continuing
24 annual ad valorem tax in the amount of 3.434 mills on the dollar of the assessed value of the
25 taxable property in the City to retire the bonds; and
26 WHEREAS, the City issued its $33,595,000 Capital Improvement Bonds, dated March 1, 1988
27 (the "Series 1988 Bonds "), for the purpose of financing the 1987 Improvements; and
28 WHEREAS, the City issued its $15,400,000 Capital Improvement Refunding Bonds, Series
29 1995A, dated February 1, 1995 (the "Series 1995A Bonds "), for the purpose of advance refunding
30 the Series 1988 Bonds, and all of the Series 1988 Bonds have been paid in full at maturity or prior
31 to maturity on or before March 1, 1998; and
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I WHEREAS, at a special election held October 11, 1994, a majority of the qualified electors of
2 the City voting on the question approved the issuance, under Amendment 62 to the Constitution of
3 the State of Arkansas and the Local Government Bond Act of 1985, of bonds in the principal
4 amount of $9,940,000 for streets, street lighting, traffic signals, alleys, sidewalks, roads, bridges,
5 and viaducts; $5,208,000 for facilities for drainage and flood control; $8,100,000 for public parks,
6 playgrounds, and other public open space, including zoo improvements, and, as part of one or more
7 parks, tennis courts, a swimming pool, and other recreational facilities, parking facilities for users
8 of the park improvements, and necessary street and lighting improvements; $2,216,000 for a new
9 police substation, apparatus, and facilities, including meeting facilities within the substation and
10 parking for policemen and visitors; $3,450,000 for the renovation of one or more existing fire
11 stations and the first phase of a new firefighting training facility; and $1,000,000 for a community
12 center adjacent to Stephens Elementary School comprising a gymnasium, meeting facilities, and
13 city offices, to be operated in cooperation with the Little Rock School District pursuant to a
14 facilities sharing agreement (collectively, the "1994 Improvements "), and the continuation of the
15 levy of the 3.434 -mill tax to retire the bonds; and
16 WHEREAS, the City issued its $29,910,000 Capital Improvement Bonds, Series 1995B, dated
17 February 1, 1995 (the "Series 1995B Bonds "), for the purpose of financing the 1994 Improvements;
18 and
19 WHEREAS, Pulaski County conducted a county -wide reappraisal and, pursuant to
20 Amendment 59 to the Arkansas Constitution, the 3.434 -mills tax was rolled back to 3.3 mills; and
21 WHEREAS, the Board of Directors has determined that it is in the best interest of the City to
22 refund the Series 1995A Bonds and the Series 1995B Bonds (collectively, the "Series 1995
23 Bonds ") in order to achieve interest savings; and
24 WHEREAS, for the purpose of refunding the Series 1995 Bonds, the Board of Directors has
25 determined to issue bonds in the principal amount of $20,635,000 designated "City of Little Rock,
26 Arkansas Limited Tax General Obligation Refunding Bonds, Series 2001" (the "Bonds "), and to
27 pledge to the payment of the Bonds all proceeds derived from the 3.3 -mills annual ad valorem
28 tax (the "Tax Receipts "); and
29 WHEREAS, there has been submitted to the City a Bond Purchase Agreement dated
30 May 15, 2001 ("the Bond Purchase Agreement"), providing for the purchase of the Bonds by
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I Stephens Inc. (the "Underwriter "), a copy of which has been presented to and is before the Board
2 of Directors at this meeting;
3 NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF
4 THE CITY OF LITTLE ROCK, ARKANSAS, that:
5 Section 1. The refunding of the Series 1995 Bonds shall be accomplished. The Mayor and
6 City Clerk are hereby authorized to take, or cause to be taken, all action necessary to accomplish the
7 refunding and execute all required contracts and documents for that purpose.
8 Section 2. All actions heretofore taken by the City and the Underwriter in connection with
9 the offer and sale of the Bonds are hereby in all respects ratified and approved.
10 Section 3. There is hereby authorized and directed the acceptance of the offer by the
I l Purchaser, pursuant to the Bond Purchase Agreement, to purchase the Bonds at a price of
12 99.706% plus accrued interest thereon from June 15, 2001, to the date of delivery thereof. The
13 Bond Purchase Agreement is hereby approved in substantially the form exhibited at this meeting,
14 and the Mayor is hereby authorized and directed to execute, acknowledge, and deliver the Bond
15 Purchase Agreement. Any changes to the Bond Purchase Agreement may be approved by the
16 Mayor, his execution and delivery to constitute conclusive evidence of such approval.
17 Section 4. The Bonds are hereby authorized to be issued as limited tax general obligation
18 bonds of the City in the aggregate principal amount of $20,635,000 designated "Limited Tax
19 General Obligation Refunding Bonds, Series 2001."
20 Section 5. The Tax Receipts are hereby pledged to the payment of the Bonds as they mature
21 or are called for redemption prior to maturity, with interest thereon. Collection of Tax Receipts
22 shall continue until all of the Bonds authorized hereby and the interest thereon shall have been
23 paid in full. The City covenants and agrees that the Tax Receipts shall be accounted for
24 separately as a special fund on the books of the City. No additional bonds may be issued having a
25 claim on the Tax Receipts.
26 Section 6. The Bonds shall be issued in the denomination of $5,000 and integral multiples
27 thereof ( "Authorized Denominations "), shall be dated June 15, 2001, shall be numbered from R-
28 1 upward, and shall bear interest (calculated on the basis of a 360 -day year of twelve 30 -day
29 months) payable on October 1, 2001 and thereafter semiannually on each April 1 and October 1
30 (each, an "Interest Payment Date ") at the rates per annum and shall mature on April I in the years
31 and amounts as follows:
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Due April I Principal Amount Interest Rate
2 2002
$5,195,000
3.20%
3 2003
5,370,000
3.50
4 2004
5,575,000
4.00
5 2005
4,495,000
3.95
6 All Bonds shall bear interest (a) from June 15, 2001, if authenticated prior to the first Interest
7 Payment Date, or (b) otherwise from the Interest Payment Date that is, or that immediately
8 precedes, the date on which such Bond is authenticated (unless payment of interest is in default,
9 in which case such Bond shall bear interest from the date to which interest has been paid).
10 If any principal of or interest on any Bond is not paid when due (whether at maturity, by
11 acceleration, call for redemption, or otherwise), then the overdue installments of principal and, to
12 the extent permitted by law, interest shall bear interest until paid at the same rate set forth in such
13 Bond.
14 Section 7. The Bonds shall be in substantially the following form:
15 No. R- * * *$ * **
16 United States of America
17 State of Arkansas
18 City of Little Rock
19 Limited Tax General Obligation Refunding Bond, Series 2001
20 Maturity Date: April 1, 200_ Interest Rate: _% CUSIP No.: 537360 `
21 Principal Amount: Dollars
22 Registered Owner:
23 KNOW ALL PERSONS BY THESE PRESENTS, that the City of Little Rock, Arkansas, a
24 city of the first class of the State of Arkansas (the "City"), for value received, hereby promises to
25 pay to the Registered Owner identified above, or registered assigns, on the Maturity Date
26 identified above (subject to any right of prior redemption hereinafter mentioned), the Principal
27 Amount identified above in lawful money of the United States of America; and to pay interest on
28 the Principal Amount hereof in like lawful money (a) from June 15, 2001, if this Bond is
29 authenticated prior to October 1, 2001, or (b) otherwise from the April. 1 or October 1 that is, or
30 that immediately precedes, the date on which this Bond is authenticated (unless payment of
31 interest is in default, in which case this Bond shall bear interest from the date to which interest
32 has been paid) until payment of such Principal Amount shall be discharged as provided in the
(Page 4 of 201
• 9
I Authorizing Ordinance identified below, at the Interest Rate per annum set forth above, payable
2 on April 1 and October 1 (or, if such day is not a business day, on the next succeeding business
3 day) in each year (each, an "Interest Payment Date "), commencing October i, 2001. The
4 principal hereof is payable upon presentation hereof upon maturity, redemption, or acceleration
5 at the principal corporate trust office of Metropolitan National Bank, as Paying Agent, in Little
6 Rock, Arkansas (together with any successor as paying agent under the Authorizing Ordinance,
7 the "Paying Agent'). The Paying Agent is also the Bond Registrar. Interest hereon is payable by
8 check or draft mailed to the Registered Owner as of the applicable Record Date.
9 "Record Date" means, (a) in the case of Bonds which are not book entry bonds, the close of
10 business on the 15th day of the calendar month next preceding such Interest Payment Date,
11 regardless of whether such day is a business day, and (b) in the case of book entry bonds, the
12 close of business on the business day preceding the Interest Payment Date.
13 This bond is one of a duly authorized issue of bonds of the City designated as "City of Little
14 Rock, Arkansas Limited Tax General Obligation Refunding Bonds, Series 2001" (the `Bonds "),
15 issued in the aggregate principal amount of $20,635,000 pursuant to the provisions of an
16 ordinance of the City adopted on May 15, 2001 (the "Authorizing Ordinance "), all of like tenor
17 and effect, except as to denomination, interest rate, right of prior redemption, and maturity.
18 Reference is hereby made to the Authorizing Ordinance for a description of the rights, duties, and
19 obligations of the City and the owners of the Bonds and the terms upon which the Bonds are
20 issued and secured. The Bonds are issued to refund the City's outstanding Capital Improvement
21 Refunding Bonds, Series 1995A (the "Series 1995A Bonds "), and Capital Improvement Bonds,
22 Series 1995B (the "Series 1995B Bonds "), and to pay the costs of issuance of the Bonds.
23 The Bonds are issued pursuant to and in full compliance with the Constitution and laws of
24 the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of
25 Arkansas and the Local Government Bond Act of 1985 (Ark. Code Ann. (1998 Repl.) §§ 14 -164-
26 301 to -340) (the "Act "). At a special election held October 13, 1987, the electors of the City
27 approved the issuance of capital improvement bonds (the "Series 1988 Bonds ") and the levy of a
28 continuing annual ad valorem tax in the amount of 3.434 mills on the dollar of the assessed value
29 of the taxable property in the City to retire the Series 1988 Bonds. The City issued the Series
30 1995A Bonds for the purpose of refunding the Series 1988 Bonds. At a special election held
31 October 11, 1994, the electors of the City approved the issuance of the Series 1995B Bonds and
(Page 5 of 201
I the continuation of the levy of the 3.434 -mills tax to retire the Series 1995B Bonds. Pulaski
2 County conducted a county-wide reappraisal and, pursuant to Amendment 59 to the Constitution
3 of the State of Arkansas, the 3.434 -mills tax was rolled back to 3.3 mills. The tax was voted for
4 collection in each year until all principal of and interest on the bonds for which voted is fully
5 paid. Arkansas law provides that the Bonds will enjoy the same security for their payment as was
6 enjoyed by the Series 1988 Bonds, the Series 1995A Bonds, and the Series 1995B Bonds before
7 the refundings.
8 For the punctual payment of the Bonds and all interest thereon, when and as the same become
9 due and payable, are pledged the full faith, credit, and resources of the City and all of its revenues
10 from any source whatever which are legally piedgeable, including specifically all proceeds derived
11 from the 3.3 -mills annual ad valorem tax described above (the "Tax Receipts ").
12 The Bonds are subject to mandatory redemption by the City, in whole or in part, on any
13 April 1 (if in part in inverse order of maturities and by lot within any maturity, subject to
14 selection by the securities depository, as defined in the Authorizing Ordinance) from Surplus Tax
15 Receipts, upon payment of a redemption price of 100 percent of principal amount of Bonds to be
16 redeemed plus interest accrued to the redemption date. "Surplus Tax Receipts" means the amount
17 of Tax Receipts remaining on February 20 of each year after the City makes provision for (a)
18 payment of the interest on the Bonds due on the next two Interest Payment Dates, (b) payment of
19 the principal of the Bonds due on the next April 1, and (c) payment of any Paying Agent and
20 Bond Registrar fees then due.
21 In the event the Bonds or portions thereof are called for redemption as aforesaid, notice
22 thereof identifying the Bonds or portions thereof to be redeemed will be given by the City by
23 mailing a copy of the redemption notice by first class mail at least 30 but not more than 60 days
24 prior to the date fixed for redemption to the Registered Owner of each bond to be redeemed at
25 the address shown on the registration books. Failure to give any such notice by mailing, or any
26 defect therein, shall not affect the validity of any proceeding for the redemption of any Bond with
27 respect to which no such failure has occurred. All Bonds or portions thereof so called for
28 redemption will cease to bear interest after the specified redemption date provided funds for their
29 redemption are on deposit at the place of payment at that time.
30 Any notice mailed as provided in the preceding paragraph shall be conclusively presumed to
31 have been duly given, whether or not the Registered Owner receives the notice.
(Page 6 of 201
• •
1 The Bonds are issuable as fully registered bonds in the denomination of $5,000 and integral
2 multiples thereof. This bond may be transferred, in whole or in part (in increments of $5,000), but
3 only upon delivery to the Bond Registrar of this bond, together with a written instrument of
4 transfer, in form and with guaranty of signature satisfactory to the Bond Registrar, signed by the
5 Registered Owner hereof or the owner's attorney -in -fact or legal representative. Upon such transfer,
6 the Bond Registrar shall enter the transfer of ownership in the registration books and the City
7 Treasurer shall authenticate and deliver in the name or names of the new registered owner or
8 owners a new fully registered bond or bonds of authorized denominations of the same maturity and
9 interest rate and in the aggregate principal amount of this bond.
10 The Bond Registrar shall not be required to transfer or exchange any bond during any period
1 I which begins on a Record Date for such bond and ends on the next succeeding Interest Payment
12 Date.
13 If this bond is called for redemption and payment is duly provided therefor as specified in the
14 Authorizing Ordinance, interest shall cease to accrue hereon from and after the date fixed for
15 redemption.
16 This bond shall not be entitled to any benefit under the Authorizing Ordinance, or become
17 valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall
18 have been signed by the City Treasurer.
19 It is hereby certified and recited that any and all conditions, things, and acts required to exist,
20 to have happened, and to have been performed precedent to and in the issuance of this Bond do
21 exist, have happened, and have been performed in due time, form, and manner as required by the
22 Constitution and laws of the State of Arkansas; that the amount of this bond is not in excess of
23 the amount of bonds permitted to be issued under the Constitution of the State of Arkansas; and
24 that the Tax Receipts have been pledged to pay the Bonds and interest thereon as the same
25 become due.
26 IN WITNESS WHEREOF, the City has caused this bond to be executed in its name and on
27 its behalf by the manual or facsimile signature of its Mayor and attested by the manual or
28 facsimile signature of its City Clerk and its corporate seal (or a facsimile thereof) to be impressed
29 or imprinted hereon, all as of June 15, 2001.
[Page 7 of 201
1 CITY OF LITTLE ROCK, ARKANSAS
2 By:
3 Mayor
4 Attest:
5 City Clerk
6 (SEAL)
7 [FORM OF CERTIFICATE OF AUTHENTICATION]
8 This is one of the City of Little Rock, Arkansas Limited Tax General Obligation Refunding
9 Bonds, Series 2001, referred to in the within - mentioned Authorizing Ordinance.
10 Date of Authentication:
1 I City Treasurer
12 [FORM OF ASSIGNMENT]
13 For value received the undersigned does hereby sell, assign, and transfer unto
14
15 [Insert Name and Social Security or Tax Identification Number of Assignee.]
16 the within - mentioned registered bond and hereby irrevocably constitute(s) and appoint(s)
17 attorney, to transfer
18 the same on the books of the Bond Registrar with full power of substitution in the premises.
19
20 Registered Owner
Dated:
Signature guaranteed:
NOTE: Signature must be guaranteed by a
member firm of the New York Stock
NOTE: The signature on this assignment must
correspond with the name as it appears the name
as it appears upon the face of the within Bond in
every particular, without alteration or enlargement
Exchange or a commercial bank or trust or any change whatever.
company.
21 [FORM OF LEGEND FOR BOOK -ENTRY ONLY BONDS)
22 LEGEND
23 Unless this Bond is presented by an authorized representative of The Depository Trust
24 Company, a New York corporation ( "DTC "), to the City or its agent for registration of transfer,
25 exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such
26 other name as is requested by an authorized representative of DTC (and any payment is made to
[Page 9 of 20]
• 0
1 Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY
2 TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
3 ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
4 interest herein.
5 Section 8. Metropolitan National Bank, in the City of Little Rock, Arkansas, is hereby
6 designated as Paying Agent for the benefit of the Bondowners. The Paying Agent is also designated
7 the Bond Registrar. Wherever the terms "Paying Agent" or "Bond Registrar" are used in this
8 Ordinance, the same shall apply to Metropolitan National Bank.
9 Section 9. The Bonds shall be signed by the manual or facsimile signature of the Mayor and
10 attested by the manual or facsimile signature of the City Clerk and shall bear the seal of the City
I I or a facsimile thereof. In case any officer whose signature or a facsimile of whose signature shall
12 appear on any Bond shall cease to be such officer before the delivery of such Bond, such
13 signature or facsimile shall nevertheless be valid and sufficient for all purposes as if such officer
14 had remained in office until such delivery.
15 Section 10. The Bonds shall bear a certificate of authentication, substantially in the form set
16 forth in Section 7, duly executed by the City Treasurer. Only such authenticated Bonds shall be
17 entitled to any right or benefit under this Ordinance. Such certificate on any Bond issued
18 hereunder shall be conclusive evidence that the Bond has been duly issued and is secured by the
19 provisions hereof.
20 Section 11. The Bond Registrar shall maintain a bond register (the "Bond Register ") for the
21 registration and transfer of Bonds. Upon surrender of any Bonds to the Bond Registrar, together
22 with an assignment duly executed by the current Bondholder of such Bonds or such
23 Bondholder's duly authorized attorney or legal representative in such form as shall be
24 satisfactory to the Bond Registrar, such Bonds may, at the option of the Bondholder, be
25 exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized
26 Denominations, and bearing interest at the same rate and in the same form as the Bonds
27 surrendered for exchange, registered in the name or names requested by the assignee of the then
28 Bondholder; provided the Bond Registrar is not required to exchange or register the transfer of
29 Bonds after the giving of notice calling such Bonds for redemption, in whole or in part. The
30 Mayor and City Clerk shall execute and the City Treasurer shall authenticate any Bonds whose
[Page 9 of 20]
I execution and authentication is necessary to provide for exchange of Bonds pursuant to this
2 Section.
3 Any exchange or registration of transfer of Bonds shall be at the expense of the City except
4 that the Bond Registrar may make a charge to any Bondholder requesting such exchange or
5 registration in the amount of any tax or other governmental charge required to be paid with
6 respect thereto, but will not impose any other charge.
7 Prior to due presentment for registration of transfer of any Bond, the Paying Agent shall treat
8 the person shown on the Bond Register as owning a Bond as the Bondholder and the person
9 exclusively entitled to payment of principal thereof and interest thereon and, except as otherwise
10 expressly provided herein, the exercise of all other rights and powers of the owner thereof, and
11 neither the City nor any agent of the City shall be affected by notice to the contrary.
12 Section 12. If any Bond has been mutilated, lost, or destroyed, the City shall execute, and the
13 City Treasurer shall authenticate and deliver to the Bondholder, a new Bond, of like date and tenor,
14 in exchange and substitution for, and upon cancellation of, such mutilated Bond or in lieu of and in
15 substitution for such lost or destroyed Bond but only if the Bondholder has paid the reasonable
16 expenses and charges of the Bond Registrar in connection therewith and, in the case of a lost or
17 destroyed Bond, (a) filed with the Bond Registrar evidence satisfactory to the Bond Registrar that
18 such Bond was lost or destroyed and (b) furnished to the Bond Registrar indemnity satisfactory to
19 it. If any such Bond has matured or been called for redemption and is payable, instead of issuing a
20 new Bond the City may pay the same without issuing a replacement Bond.
21 Section 13. The Bonds shall be registered in the name of Cede & Co., as nominee of The
22 Depository Trust Company ( "DTC "), and shall be held in the custody of DTC. The Mayor is
23 authorized to execute and deliver a Letter of Representations with DTC on behalf of the City. All
24 payments of principal of and interest on the Bonds and all notices with respect thereto, including
25 notices of full or partial redemption, shall be made and given at the times and in the manner set
26 out in the Letter of Representations. The terms and provisions of the Letter of Representations
27 shall govern in the event of any inconsistency between the provisions of this Ordinance and the
28 Letter of Representations. The Letter of Representations may be amended without Bondholder
29 consent. All payments of principal of and interest on the Bonds and all notices with respect
30 thereto, including notices of full or partial redemption, shall be made and given at the times and
31 in the manner set out in the Letter of Representations.
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1 The book -entry registration system for the Bonds may be terminated and certificates
2 delivered to and registered in the name of the Beneficial Owners, under either of the following
3 circumstances:
4 (a) DTC notifies the City that it is no longer willing or able to act as securities depository
5 for the Bonds and a successor securities depository for the Bonds is not appointed by the City
6 prior to the effective date of such discontinuation; or
7 (b) The City determines that continuation of the book -entry system through DTC (or a
8 successor securities depository) is not in the best interest of the City.
9 "Securities depository" means a person that is registered as a clearing agency under section
10 17A of the Securities Exchange Act of 1934 or whose business is confined to the performance of
11 the functions of a clearing agency with respect to exempted securities, as defined in section
12 3(a)(12) of such Act for the purposes of section 17A thereof.
13 In the event a successor securities depository is appointed by the City, the Bonds will be
14 registered in the name of such successor securities depository or its nominee. In the event
15 certificates are required to be issued to beneficial owners, and the City shall be fully protected in
16 relying upon a certificate of DTC or any DTC participant as to the identity of and the principal
17 amount of Bonds held by such beneficial owners.
18 The beneficial owners of Bonds will not receive physical delivery of certificates except as
19 provided herein. For so long as there is a securities depository for the Bonds, all of such Bonds
20 shall be registered in the name of the nominee of the securities depository, all transfers of
21 beneficial ownership interests in such Bonds will be made by the nominee of the securities
22 depository, and no investor or other party purchasing, selling, or otherwise transferring beneficial
23 ownership of such Bonds is to receive, hold, or deliver any certificate. The City shall have no
24 responsibility or liability for transfers of beneficial ownership interests in such Bonds.
25 The City will recognize the securities depository or its nominee as the Bondholder for all
26 purposes, including receipt of payments, notices, and voting; provided the City may recognize
27 votes by or on behalf of beneficial owners as if such votes were made by Bondholders of a
28 related portion of the Bonds when such votes are received in compliance with an omnibus proxy
29 or other comparable evidence delivered to the City by the Bondholders.
30 With respect to book entry bonds, the City shall be entitled to treat the person in whose name
31 such Bond is registered as the absolute owner of such Bond for all purposes of this Ordinance,
[Page 1 I of 201
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1 and the City shall not have any responsibility or obligation to any beneficial owner of such book
2 entry bond. Without limiting the immediately preceding sentence, the City shall not have any
3 responsibility or obligation with respect to (a) the accuracy of the records of any securities
4 depository or any other person with respect to any ownership interest in book entry bonds, (b) the
5 delivery to any person, other than a Bondholder, of any notice with respect to book entry bonds,
6 including any notice of redemption or refunding, (c) the selection of the particular Bonds or
7 portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of
8 part of the Bonds outstanding, or (d) the payment to any person, other than a Bondholder, of any
9 amount with respect to the principal of or interest on book entry bonds.
10 Section 14. The Bonds may not be called for redemption by the City except as provided form
11 of bond set forth in Section 7. If less than all of the Bonds are called for redemption, they shall be
12 redeemed in inverse order of maturities, and by lot within any maturity. The securities depository
13 shall select the Bonds for redemption within particular maturities according to its stated
14 procedures.
15 Section 15. (a) All Tax Receipts received by the City are to be held in trust for the purposes
16 set forth herein.
17 (b) On February 20 of each year, commencing February 20, 2002, the City shall calculate the
18 amount of Surplus Tax Receipts and on or before the following March 2 shall give notice of
19 redemption of Bonds on the following April i from such Surplus Tax Receipts.
20 (d) On the business day prior to each Interest Payment Date, the City shall transfer to the
21 Paying Agent in immediately available funds:
22 (1) the amount necessary for the payment of interest due on such Interest Payment Date
23 on all Outstanding Bonds;
24 (2) the amount necessary for the payment of the principal of the Bonds payable on such
25 Interest Payment Date at maturity, if any;
26 (3) the amount necessary for the payment of Paying Agent and Bond Registrar fees then
27 due; and
28 (4) the Surplus Tax Receipts necessary for the mandatory redemption of Bonds on such
29 Interest Payment Date, if any.
30 Section 16. Notwithstanding any provisions of this Ordinance, and subject to applicable
31 unclaimed property laws, any money deposited with the Paying Agent in trust for the payment of
[Page 12 of 201
I principal of or interest on the Bonds remaining unclaimed for three years after the payment
2 thereof shall be paid to the City, whereupon all liability of the Paying Agent with respect to such
3 money shall cease, and the holders of the Bonds shall thereafter look solely to the City for
4 payment of any amounts then due. All moneys held by the Paying Agent and subject to this
5 Section shall be held uninvested and without liability for interest thereon.
6 Section 17. All Tax Receipts shall be considered trust funds and shall, to the extent not
7 insured, be secured in the manner required or permitted by State or other applicable law. Subject
8 to the foregoing requirements as to security, the City may deposit such moneys with any
9 depository which is authorized to receive and secure them as aforesaid and the deposits of which
10 are insured by the Federal Deposit Insurance Corporation. All security for deposits shall be
11 perfected in such manner as may be required or permitted under applicable law in order to grant
12 to the City a perfected security interest in such deposits.
13 Section 18. All Tax Receipts and all Bond proceeds that are not transferred to Bank of New
14 York for redemption of the Series 1995 Bonds shall be invested in Eligible Investments which
15 shall mature, or be subject to repurchase, withdrawal without penalty, or redemption at the option
16 of the holder, on or before the dates on which the amounts invested are reasonably expected to be
17 needed for the purposes hereof.
18 "Eligible Investments" means any of the securities that are at the time legal for investment of
19 City funds pursuant to Resolution No. 10,609 of the City and Arkansas Code Annotated (1999
20 Supp.) § 14 -58 -309, as each may be amended from time to time.
21 Earnings on the Tax Receipts and on the Bond proceeds that are not transferred to Bank of
22 New York for redemption of the Series 1995 Bonds may be used by the City for any municipal
23 purpose.
24 Section 19. In order to pay the principal of and interest on the Bonds as they mature, together
25 with fees and costs incidental thereto, and any arbitrage rebate with respect to the Bonds due to
26 the United States Treasury under section 148(f) of the Code, there are hereby appropriated out of
27 the Tax Receipts and, if said Tax Receipts be not sufficient, then out of the general revenues of
28 the City, the sums necessary to promptly pay the same. Principal of and interest on the Bonds are
29 payable in accordance with the following schedule:
(Page 13 of 20]
•
s
1 Date
Principal
Interest
Total
2 10 -1 -01
$222,229.74
$ 222,229.74
3 4 -1 -02
$5,195,000.00
377,371.25
5,572,371.25
4 10 -1 -02
294,251.25
294,251.25
5 4 -1 -03
5,370,000.00
294,251.25
5,664,251.25
6 10 -1 -03
200,276.25
200,276.25
7 4 -1 -04
5,575,000.00
200,276.25
5,775,276.25
8 10 -1 -04
88,776.25
88,776.25
9 4 -1 -05
4,495,000.00
88,776.25
4,583,776.25
10 Section 20. The Finance Director and Treasurer of the City is hereby ordered and directed to
I 1 place on deposit with the Paying Agent, at least one business day before each Interest Payment
12 Date, an amount from the funds herein appropriated equal to the amount of interest on the Bonds
13 due on such Interest Payment Date and the amount, if any, of principal of the Bonds due on such
14 Interest Payment date at maturity or upon redemption prior to maturity, for the sole purpose of
15 paying the same, together with the reasonable fees of the Paying Agent and Bond Registrar. This
16 instruction to the Finance Director and Treasurer is irrevocable and may be enforced by
17 mandamus.
18 Section 21. In addition to any other covenants and agreements of the City contained in this
19 Ordinance, the City further covenants and agrees with the Bondholders as follows:
20 (a) The City will pay all principal of and interest on the Bonds or cause them to be paid,
21 solely from the sources provided herein, on the dates, at the places, and in the manner
22 provided in this Ordinance.
23 (b) The City will use due diligence in causing the collection of the 3.3 -mills annual ad
24 valorem tax.
25 (c) At reasonable times and under reasonable regulations established by the Bond
26 Registrar, the Bond Register may be inspected and copied by or delivered to the holders of
27 25 percent or more in principal amount of any of the Bonds then Outstanding or a designated
28 representative thereof.
29 (d) The City will pay directly to the government of the United States of America all
30 amounts due in respect of arbitrage rebate under section 148(f) of the Internal Revenue Code
31 of 1986, as amended (the "Code ").
32 (e) The City will take, or require to be taken, all actions that may be required of the City
33 for the interest on the Bonds to be and remain excludable from the gross income for federal
(Page 14 of 201
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1 income tax purposes and will not take or authorize to be taken any actions that would
2 adversely affect that exclusion under the provisions of the Code.
3 (f) The City will not make any investment or other use of the proceeds of the Bonds
4 which would cause the Bonds to be "arbitrage bonds" as that term is defined in section 148(a)
5 of the Code and any applicable Internal Revenue Service Regulations promulgated
6 thereunder, and that it will comply with the requirements of the Code and such regulations
7 throughout the term of the Bonds.
8 Section 22. The Paying Agent shall immediately notify the City of each default in the
9 payment of principal of or interest on any Bond and of any other default under this Ordinance of
10 which the Paying Agent has knowledge. Any default in the payment of the principal of or interest
11 an any Bond, and any default in the performance of any other covenant herein which continues
12 for 30 days after written notice thereof is given to the City by the Paying Agent, shall constitute
13 an event of default hereunder. The Bond Registrar shall notify the registered owners of the Bonds
14 of each event of default by first class mail. The owners of not less than 10 percent in aggregate
15 principal amount of the Bonds then outstanding may by proper suit compel the performance of
16 the duties of the officials of the City under the Constitution and laws of the State of Arkansas and
17 under this Ordinance and protect and enforce the rights of the owners by instituting appropriate
18 proceedings at law or in equity or by other action deemed necessary or desirable. If any default in
19 the payment of principal or interest continues for 30 days the owners of not less than 50 percent
20 in principal amount of the then outstanding Bonds may declare all outstanding Bonds
21 immediately due and payable together with accrued interest thereon. It is understood and intended
22 that no one or more owners of the Bonds shall have any right in any manner whatever by his, her, or
23 their action to affect, disturb, or prejudice the security for the payment of the Bonds, or to enforce
24 any right hereunder except in the manner herein provided, that all proceedings at law or equity shall
25 be instituted, had, and maintained in the manner herein provided and for the benefit of all owners of
26 the outstanding Bonds, and that any individual right of action or other right given to any or more of
27 such owners by law are restricted by this Ordinance to the rights and remedies herein provided.
28 Nothing in this Ordinance shall, however, affect or impair the right of any Bondowner to enforce
29 the payment of the principal of and interest on any Bond at and after the maturity thereof, or the
30 obligation of the City to pay the principal of and interest on each of the Bonds to the owners thereof
31 at the time and place specified in the Bonds. The owners of not less than 50 percent in aggregate
[Page 15 of 201
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1 principal amount of the Bonds then outstanding shall have the right, during the continuance of an
2 event of default, to direct the time, method, and place of conducting any proceedings for any
3 remedy of Bondholders, and may waive any default which shall have been remedied before the
4 entry of final judgment or decree in any suit, action, or proceeding or before the completion of
5 the enforcement of any other remedy. No such waiver shall extend to or affect any other existing
6 or subsequent default or defaults or impair any rights or remedies consequent thereon.
7 Section 23. No remedy herein conferred upon or reserved to the owners of the Bonds is
8 intended to be exclusive of any other remedy or remedies herein provided, and each and every such
9 remedy shall be cumulative and shall be in addition to every other remedy given hereunder or given
10 by any law or by the Constitution of the State of Arkansas.
11 Section 24. No delay or omission of any of the owners of the Bonds to exercise any right or
12 power accrued upon any default shall impair any such right or power or shall be construed to be a
13 waiver of any such default or an acquiescence therein; and every power and remedy given by this
14 Ordinance to the owners of the Bonds may be exercised from time to time and as often as may be
15 deemed expedient.
16 Section 25. The Bond Registrar and Paying Agent shall be responsible only for the exercise of
17 good faith and reasonable prudence in the execution of its trust. The recitals in this Ordinance and
18 in the Bonds are the recitals of the City and not of the Bond Registrar and Paying Agent.
19 Section 26. The Bond Registrar and Paying Agent may resign at any time by 10 days' notice in
20 writing to the Mayor, and the owners of a majority in value of the outstanding Bonds at any time,
21 with or without cause, may remove the Bond Registrar and Paying Agent. In the event of a vacancy
22 in the office of Bond Registrar and Paying Agent, either by resignation or removal, the owners of a
23 majority in value of the outstanding Bonds may appoint a new Bond Registrar and Paying Agent,
24 such appointment to be evidenced by written instrument or instruments filed with the City Clerk. If
25 the owners of a majority in value of the outstanding Bonds shall fail to fill a vacancy within 30 days
26 after the same shall occur, then the City shall forthwith designate a new Bond Registrar and Paying
27 Agent by resolution duly adopted. The original Bond Registrar and Paying Agent and any successor
28 Bond Registrar and Paying Agent shall file a written acceptance and agreement to execute the trust
29 imposed upon it or them by this Ordinance, but only upon the terms and conditions set forth in this
30 Ordinance and subject to the provisions of this Ordinance, to all of which the owners of the Bonds
(Page 16 of 20]
• 0
1 agree. Such written acceptance shall be filed with the City Clerk. Any successor Bond Registrar and
2 Paying Agent shall have all powers herein granted to the original Bond Registrar and Paying Agent.
3 Section 27, The Bond Registrar and Paying Agent shall be a corporation or banking
4 association organized and doing business under the laws of the United States of America or of
5 any state, authorized under such laws to exercise corporate trust powers, having a combined
6 capital and surplus of at least $25,000,000, and subject to supervision or examination by federal
7 or state banking authority. If such corporation or banking association publishes reports of
8 condition at least annually, pursuant to law or the requirements of any supervising or examining
9 authority above referred to, then for purposes of this Section the combined capital and surplus of
10 such corporation or banking association shall be deemed to be its combined capital and surplus
1 l as set forth in its most recent report of condition so published. If at any time the Bond Registrar
12 and Paying Agent shall cease to be eligible in accordance with the provisions of this Section,
13 such failure shall ipso facto be deemed a resignation.
14 Section 28. The Bond Registrar will maintain books for the registration and transfer of
15 ownership of the Bonds. The principal of all Bonds, payable either at maturity or upon
16 redemption prior to maturity, shall be paid upon surrender of the Bond at the corporate trust
17 office of the Paying Agent. Interest shall be paid by check or draft drawn on the Paying Agent
18 and mailed to each registered owner at the address shown on the registration books.
19 Section 29. The Bonds shall be executed by the City, authenticated by the City Treasurer, and
20 delivered to the Underwriter, or order, upon payment in Federal Reserve funds of an amount
21 equal to the purchase price specified in the Bond Purchase Agreement, including accrued interest
22 from June 15, 2001 to date of delivery. The proceeds of the Bonds, plus the amount of Tax
23 Receipts determined, at the time of sizing the Bonds, as reasonably certain to be available on the
24 date of issuance of the Bonds, shall be used as follows:
25 (a) The accrued interest shall be credited to the special fund on the books of the City in
26 which Tax Receipts are deposited and used to pay a portion of the interest on the Bonds due
27 on October 1, 2001;
28 (b) The amount sufficient to redeem all outstanding Series 1995 Bonds shall be
29 transferred to Bank of New York, as Trustee for the Series 1995 Bonds, and used for such
30 purpose;
[Page 17 of 201
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(c) The amount necessary to pay the interest on the Bonds due on October 1, 2002, less
the amount in (a) above, shall be credited to the special fund on the books of the City in which
Tax Receipts are deposited and used, together with the amount in (a) above, to pay the interest
on the Bonds due on October 1, 2001; and
(d) The balance shall be accounted for separately as a special fund on the books of the
City and expended to pay the costs of issuing the Bonds. When all such expenditures have
been paid, the special fund shall be closed and any remaining balance shall be credited to the
special fund on the books of the City in which Tax Receipts are deposited.
Section 30. The terms of this Ordinance and the Bonds authorized hereunder constitute a
contract between the City and the owners of the Bonds, and no variation or change in the
undertakings herein set forth shall be made while any of the Bonds are outstanding, except as set
forth in this Section. Subject to the terms and provisions contained in this Section and not
otherwise, the owners of not less than 75 percent in aggregate principal amount of the then
outstanding Bonds shall have the right, from time to time, anything herein to the contrary
notwithstanding, to consent to the adoption by the City of such ordinance supplemental hereto as
shall be necessary or desirable for the purpose of modifying, altering, amending, adding to, or
rescinding, in any particular, any of the terms or provisions contained herein or in the Bonds;
provided, however, there shall not be permitted (a) an 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 herein, as originally adopted, or (d) a privilege or priority of any Bond or
22 Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the
23 Bonds required for such consent. The City may from time to time and at any time adopt an
24 ordinance supplemental hereto, without the consent of or notice to any Bondholder, to amend,
25 modify, alter, or replace the Letter of Representations or other provisions relating to book entry
26 bonds.
27 Section 31. Bonds for the payment or redemption of which monies or Governmental
28 Obligations shall have been deposited with the Paying Agent (whether upon or prior to the maturity
29 or the redemption date of such Bonds) shall be deemed paid; provided, however, that if such Bonds
30 are to be redeemed prior to maturity, notice of such redemption shall have been duly given.
[Page 18 of 20)
• •
1 The City may at any time surrender to the Paying Agent for cancellation by it any Bonds
2 previously authenticated and delivered hereunder which the City may have acquired in any manner
3 whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and
4 retired.
5 All Bonds which are paid, either at maturity or redemption prior to maturity, shall be canceled
6 and returned to the City, unless the City directs the Paying Agent to dispose of the Bonds. If the
7 Paying Agent is directed to dispose of the Bonds, it shall do so by cremating, shredding, or other
8 disposition and shall execute and forward to the City an appropriate certificate describing the Bonds
9 involved and the manner of disposition.
10 Section 32. The Mayor is hereby authorized to execute a certificate undertaking to provide
11 certain annual disclosure and to report certain events, if material, in accordance with Securities and
12 Exchange Commission Rule 15c2 -12.
13 Section 33. Severability. In the event any title, section, paragraph, item, sentence, clause,
14 phrase, or word of this Ordinance is declared or adjudged to be invalid or unconstitutional, such
15 declaration or adjudication shall not affect the remaining portions of this Ordinance, which shall
16 remain in full force and effect as if the portion so declared or adjudged invalid or
17 unconstitutional was not originally a part of this Ordinance.
18 Section 34. Repealer. All ordinances or resolutions of the City in conflict herewith are
19 hereby repealed to the extent of such conflict.
20 Section 35. Emergency. The Board of Directors hereby determines that the City of Little
21 Rock can achieve significant interest savings by refunding the Series 1995 Bonds; that such
22 savings will reduce the number of years that the 3.3 -mills tax must be levied and collected; that
23 an appropriate way to achieve such savings is by the issuance of refunding bonds payable from
24 tax revenues as authorized by Amendment 62 and the implementing legislation therefor; and that
25 this ordinance shall be given immediate effect so that such savings may be secured as soon as
26 possible. Therefore, an emergency is hereby declared to exist and this ordinance, being necessary
27 for the immediate preservation of the public health, safety, and welfare, shall be in full force and
28 effect from and after its passage and approval.
29 PASSED: May 15, 2001.
[Page 19 of 203
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1 ATTEST: APPROVED:
2 �j�J
3 / / //!/YJ l.Z
4 Nanc Wood, C Clerk
Jim DVi ey, Mayor
5 APPROVED AS TO LEGAL FORM: v
7
8 Thomas M. Carpenter, City Attqrney
9 37342
[Page 20 of 201