18714•
ORDINANCE NO. 18,714
AN ORDINANCE AUTHORIZING THE ISSUANCE AND
SALE OF CAPITAL IMPROVEMENT REVENUE BONDS,
SERIES 2002, TO FINANCE A PERFORMANCE BASED
CONTRACT, PREVIOUSLY APPROVED; PROVIDING FOR
THE PAYMENT OF THE PRINCIPAL OF AND INTEREST
ON THE BONDS; PRESCRIBING OTHER MATTERS
RELATING THERETO; AND DECLARING AN
EMERGENCY.
WHEREAS, the Board of Directors of the City of Little
Rock, Arkansas (the "City ") has determined that it is in the
economic interest of the City that there be acquired and
installed certain fixtures, equipment and improvements, with
related facilities, which will result in the conservation of
energy and reductions in the cost of energy (the
"Improvements "); and
WHEREAS, the City can obtain the necessary funds to
finance the Improvements by issuing Capital Improvement Junior
Lien Revenue Bonds, Series 2002, as set forth herein (the
"Series 2002 Bonds "); and
WHEREAS, the City has made arrangements for the sale
of the Bonds to Morgan Keegan & Company, Inc. (the "Purchaser "),
at a price of 100°% of par plus accrued interest (the "Purchase
Price "); and
NOW, THEREFORE, BE IT ORDAINED by the Board of
Directors of the City of Little Rock, Arkansas:
Section 1. The offer of the Purchaser for the
purchase of the Series 2002 Bonds from the City at the Purchase
Price is hereby accepted. The Mayor is hereby authorized and
directed to execute and deliver a bond purchase agreement on
behalf of the City, embracing and implementing the terms of this
Ordinance.
Section 2. The Mayor is hereby authorized and
directed, for and on behalf of the City, to execute a
Preliminary Official Statement and a final Official Statement in
the name of the City for use in connection with the sale of the
Series 2002 Bonds.
•
Section 3. The Mayor is authorized to execute an
agreement providing for continuing disclosure regarding the
revenues pledged to secure the Series 2002 Bonds, in accordance
with Rule 15c2 -12 of the Securities and Exchange Commission and
the terms of this Ordinance.
Section 4. As used in this Ordinance, the terms set
forth below, in addition to those defined elsewhere herein, have
the meanings assigned.
"Accountant" means a certified public accountant, or
firm, not in the regular employ of the City.
"Act" means Title 14, Chapter 164, Subchapter 4 of the
Arkansas Code of 1987 Annotated, as now or hereafter amended,
and any successor legislation.
"Additional Bonds" means Bonds issued under this
Ordinance other than the Series 2002 Bonds.
"Bonds" means the Series 2002 Bonds and Additional
Bonds issued hereunder.
"Bond Counsel" means Friday, Eldredge & Clark, LLP, or
any other law firm of national reputation with respect to state
and local obligations and the exemption from federal income tax
with respect to interest thereon.
"Bond Insurance Policy" means a policy of insurance
insuring the payment of principal and interest on any of the
Bonds, as due.
"Bond Insurer" means the issuer of any Bond Issuance
Policy.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Debt Service Reserve" means any account of that name
established pursuant to the Implementing Resolution or with
respect to any series of the Bonds.
"Holder," "holder," "owner" and "bondholder" means the
registered owner of any Bond; provided that the Trustee is
authorized to recognize any other person as the owner of a Bond
0 i
or Bonds upon such terms and conditions (including indemnity) as
the Trustee may, in its discretion, require.
"Improvements" means the capital improvements being
financed by the Series 2002 Bonds. The costs of the
Improvements being financed include direct costs, costs related
thereto, costs of the financing and costs of establishing a Debt
Service Reserve, if one shall be established.
"Pledged Revenues" means all revenues received by the
City from all franchise fees charged to public utilities for the
privilege of using the City's streets, highways, alleys and
other public ways and public places pursuant to the authority
contained in Arkansas Code of 1987 Annotated Title 14, Chapter
200, Subchapter 1.
"Prior Bonds" means the City's Capital Improvement
Revenue Bonds (Infrastructure Improvements), Series 1998A, and
any bonds issued as a parity therewith under the Prior
Indenture.
"Prior Indenture" means the Master Trust Indenture and
all Supplemental Indentures (as defined in the Master Trust
Indenture) securing the Prior Bonds.
"Series 2002 Bonds" means the initial issue of Bonds
under this Ordinance, being the City's Capital Improvement
Junior Lien Revenue Bonds, Series 2002.
"Surety Bond" means any surety bond or like draw
instrument provided by a Bond Issuer and utilized in lien of or
as a form of Debt Service Reserve.
"Trustee" means the Trustee, Paying Agent and
Registrar serving at any time under this Ordinance.
Section 5. Under the authority of the Constitution
and laws of the State of Arkansas (the "State ") , including
particularly the Act, City of Little Rock, Arkansas Capital
Improvement Junior Lien Revenue Bonds, Series 2002 are hereby
authorized and ordered issued in the principal amount of
$3,630,000 for the purpose of financing the costs of
accomplishing the Improvements.
0
The details of the Series 2002 Bonds shall be
presented to the Board of Directors in a Resolution (the
"Implementing Resolution "), implementing the terms of this
Ordinance, which details shall include the interest rates,
maturities and identity of the Trustee. In this regard, no rate
of interest shall exceed 5.00o per annum, and the Series 2002
Bonds shall mature (by stated maturity or mandatory redemption
at par) over a period of not to exceed 18 years, with principal
maturities arranged with the effect that aggregate annual
principal and interest requirements are approximately equal.
The payment of the principal of and interest on any of the
Series 2002 Bonds, as due (by stated maturity or scheduled
mandatory (sinking fund) redemption) may be insured by a Bond
Insurer pursuant to a Bond Insurance Policy, provided that the
net interest cost is reduced thereby (treating, for this
purpose, the premium paid for the Bond Insurance Policy as
interest). The Implementing Resolution may include provisions
for the subrogation of the Bond Insurer to the rights of the
owners of the Series 2002 Bonds and may grant to the Bond
Insurer rights to enforce the Series 2002 Bonds, and the terms
of this Ordinance, consistent with the terms of this Ordinance,
provided that the Bond Insurance Policy is in effect. Further,
the Implementing Resolution may contain provisions granting to
the Bond Insurer rights and powers incidental to the execution
and delivery by the Bond Insurer of a Surety Bond.
The Series 2002 Bonds shall be issuable only as fully
registered Bonds without coupons in the denomination of $5,000
or any integral multiple thereof. Unless the City shall
otherwise direct, the Bonds shall be numbered from 1 upward in
order of issuance. Each Series 2002 Bond shall have a CUSIP
number.
Interest on the Series 2002 Bonds shall be payable on
April 1, 2003, and semiannually thereafter on April 1 and
October 1 of each year. Payment of each installment of interest
shall be made to the person in whose name the Bond is registered
on the registration books of the Trustee and Paying Agent (the
"Trustee "), at the close of business on the fifteenth day of the
month (whether or not a business day) next preceding each
interest payment date (the "Record Date "), irrespective of any
transfer or exchange of any such Bond subsequent to such Record
Date and prior to such interest payment date.
4J
Each Bond shall bear interest from the payment date
next preceding the date on which it is authenticated unless it
is authenticated on an interest payment date, in which event it
shall bear interest from such date, or unless it is
authenticated prior to the first interest payment date, in which
event it shall bear interest from the Dated Date, or unless it
is authenticated during the period from the Record Date to the
next interest payment date, in which case it shall bear interest
from such interest payment date, or unless at the time of
authentication thereof interest is in default thereon, in which
event it shall bear interest from the date to which interest has
been paid.
Only such Bonds as shall have endorsed thereon a
Certificate of Authentication substantially in the form set
forth below (the "Certificate ") duly executed by the Trustee
shall be entitled to any right or benefit under this Ordinance.
No Bond shall be valid and obligatory for any purpose unless and
until the Certificate shall have been duly executed by the
Trustee, and the Certificate upon any such Bond shall be
conclusive evidence that such Bond has been authenticated and
delivered under this Ordinance. The Certificate on any Bond
shall be deemed to have been executed if signed by an authorized
officer of the Trustee, but it shall not be necessary that the
same officer sign the Certificate on all of the Bonds.
In case any Bond shall become mutilated or be
destroyed or lost, the City shall, if not then prohibited by
law, cause to be executed and the Trustee may authenticate and
deliver a new Bond of like date, number, maturity and tenor in
exchange and substitution for and upon cancellation of such
mutilated Bond, or in lieu of and in substitution for such Bond
destroyed or lost, upon the owner paying the reasonable expenses
and charges of the City and Trustee in connection therewith,
and, in the case of a Bond destroyed or lost, his filing with
the Trustee evidence satisfactory to it that such Bond was
destroyed or lost, and of his ownership thereof, and furnishing
the City and Trustee with indemnity satisfactory to them. The
Trustee is hereby authorized to authenticate any such new Bond.
In the event any such Bond shall have matured, instead of
issuing a new Bond, the City may pay the same without the
surrender thereof. Upon the issuance of a new Bond under this
Section, the City may require the payment of a sum sufficient to
k,
a e
cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.
The City shall cause books for the registration and
for the transfer of the Bonds as provided herein and in the
Bonds. The Trustee shall act as the Bond registrar. Each Bond
is transferable by the registered owner thereof or by his
attorney duly authorized in writing at the principal office of
the Trustee. Upon such transfer a new fully registered Bond or
Bonds of the same maturity, of authorized denomination or
denominations, for the same aggregate principal amount will be
issued to the transferee in exchange therefor.
No charge shall be made to any owner of any Bond for
the privilege of transfer or exchange, but any owner of any Bond
requesting any such transfer or exchange shall pay any tax or
other governmental charge required to be paid with respect
thereto. Except as otherwise provided in the immediately
preceding sentence, the cost of preparing each new Bond upon
each exchange or transfer and any other expenses of the City or
the Trustee incurred in connection therewith shall be paid by
the City. The City shall not be required to transfer or
exchange any Bonds selected for redemption in whole or in part.
The Bonds shall be registered initially in the name of
Cede & Co., as nominee for The Depository Trust Company ( "DTC "),
which shall be considered to be the registered owner of the
Bonds for all purposes under this Ordinance, including, without
limitation, payment by the City of principal of, redemption
price, premium, if any, and interest on the Bonds, and receipt
of notices and exercise of rights of registered owners. There
shall be one certificated, typewritten Bond for each stated
maturity date which shall be immobilized in the custody of DTC
with the beneficial owners having no right to receive the Bonds
in the form of physical securities or certificates. DTC and its
participants shall be responsible for maintenance of records of
the ownership of beneficial interests in the Bonds by book -entry
on the system maintained and operated by DTC and its
participants, and transfers of ownership of beneficial interests
shall be made only by DTC and its participants, by book - entry,
the City having no responsibility therefor. DTC is expected to
maintain records of the positions of participants in the Bonds,
C1
0 &
and the participants and persons acting through participants are
expected to maintain records of the purchasers of beneficial
interests in the Bonds. The Bonds as such shall not be
transferable or exchangeable, except for transfer to another
securities depository or to another nominee of a securities
depository, without further action by the City.
If any securities depository determines not to
continue to act as a securities depository for the Bonds for use
in a book -entry system, the City may establish a securities
depository /book -entry system relationship with another
securities depository. If the City does not or is unable to do
so, or upon request of the beneficial owners of all outstanding
Bonds of any series, the City and the Trustee (hereinafter
identified), after the Trustee has made provision for
notification of the beneficial owners by the then securities
depository, shall permit withdrawal of such Bonds from the
securities depository, and authenticate and deliver Bond
certificates in fully registered form (in denominations of
$5,000 or integral multiples thereof) to the assigns of the
securities depository or its nominee, all at the cost and
expense (including costs of printing definitive Bonds) of the
City, if the City fails to maintain a securities
depository /book -entry system, or of the beneficial owners, if
they request termination of the system.
Prior to issuance of the Bonds, the City shall have
executed and delivered to DTC a written agreement (the
"Representation Letter ") setting forth (or incorporating therein
by reference) certain undertakings and responsibilities of the
City with respect to the Bonds so long as the Bonds or a portion
thereof are registered in the name of Cede & Co. (or a
substitute nominee) and held by DTC. Notwithstanding such
execution and delivery of the Representation Letter, the terms
thereof shall not in any way limit the provisions of this
Section or in any other way impose upon the City any obligation
whatsoever with respect to persons having interests in the Bonds
other than the registered owners, as shown on the registration
books kept by the Trustee. The Trustee shall take all action
necessary for all representations of the City in the
Representation Letter with respect to the Trustee to at all
times be complied with.
7
The authorized officers of the Trustee and the City
shall do or perform such acts and execute all such certificates,
documents and other instruments as they or any of them deem
necessary or advisable to facilitate the efficient use of a
securities depository for all or any portion of the Bonds;
provided that neither the Trustee nor the City may assume any
obligations to such securities depository or beneficial owners
of Bonds that are inconsistent with their obligations to any
registered owner under this Ordinance.
The person in whose name any Bond shall be registered
shall be deemed and regarded as the absolute owner thereof for
all purposes, and payment of or on account of the principal or
premium, if any, or interest of any Bond shall be made only to
or upon the order of the registered owner thereof or his legal
representative, but such registration may be changed as
hereinabove provided. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such Bond
to the extent of the sum or sums so paid.
In any case where the date of maturity of interest on
or principal of the Bonds or the date fixed for redemption of
any Bonds shall be a Saturday or Sunday or shall be in the State
a legal holiday or a day on which banking institutions are
authorized by law to close, then payment of interest or
principal (and premium, if any) need not be made on such date
but may be made on the next succeeding business day with the
same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the
period after the date of maturity or date fixed for redemption.
Section 6. The Bonds shall be executed on behalf of
the City by the manual or facsimile signatures of the Mayor and
City Clerk and shall have impressed or imprinted thereon the
seal of the City. The Bonds, together with interest thereon,
are secured solely by the Pledged Revenues. The Pledged
Revenues are hereby pledged and mortgaged for the equal and
ratable payment of the Bonds. This pledge in favor of the Bonds
is hereby irrevocably made according to the terms of this
Ordinance, and the City and its officers and employees shall
execute, perform and carry out the terms thereof in strict
conformity with the provisions of this Ordinance. The pledge of
r]
Pledged Revenues is subject to pledges in favor of the Prior
Bonds.
The Pledged Revenues shall not be deemed to be general
revenues of the City. The Bonds and interest thereon shall not
constitute an indebtedness of the City within any constitutional
or statutory limitation. The Bonds shall never give rise to a
charge against the City's general credit or taxing power and no
funds derived from the City's taxes are pledged to pay the
Bonds. Nothing herein shall require the City to pay the
principal of and interest on the Bonds from sources other than
the Pledged Revenues, but nothing herein shall prohibit the City
from doing so.
Section 7. The Series 2002 Bonds shall be in
substantially the following form and the Mayor and City Clerk
are hereby expressly authorized and directed to make all
recitals contained therein:
(Form of Series 2002 Bond)
UNITED STATES OF AMERICA
STATE OF ARKANSAS
CITY OF LITTLE ROCK
CAPITAL IMPROVEMENT JUNIOR LIEN REVENUE BOND
SERIES 2002
Interest Rate: °s Maturity Date: 1,
Dated Date: 1, 2002
Registered Owner:
Principal Amount:
CUSIP No.:
KNOW ALL MEN BY THESE PRESENTS:
7
Dollars
That the City of Little Rock, in the County of
Pulaski, State of Arkansas (the "City "), for value received,
hereby promises to pay, but solely from the source as
hereinafter provided and not otherwise, to the Registered Owner
shown above upon the presentation and surrender hereof at the
corporate trust office of in
or its successor or successors,
as Trustee and Paying Agent (the "Trustee "), on the Maturity
Date shown above, the Principal Amount shown above, in such coin
or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and
private debts and to pay by check or draft interest thereon, but
solely from the source as hereinafter provided and not
otherwise, in like coin or currency from the interest
commencement date specified below at the Interest Rate per annum
shown above, payable April 1, 2003 and semiannually thereafter
on the first days of April and October of each year, until
payment of such principal sum or, if this Series 2002 Bond or a
portion hereof shall be duly called for redemption, until the
date fixed for redemption, and to pay interest on overdue
principal and interest (to the extent legally enforceable) at
the rate borne by this Series 2002 Bond. Payment of each
installment of interest shall be made to the person in whose
name this Series 2002 Bond is registered on the registration
books of the City maintained by the Trustee at the close of
business on the fifteenth day of the month (whether or not a
business day) next preceding each interest payment date (the
"Record Date "), irrespective of any transfer or exchange of this
Series 2002 Bond subsequent to such Record Date and prior to
such interest payment date.
This Series 2002 Bond shall bear interest from the
payment date next preceding the date on which it is
authenticated unless it is authenticated on an interest payment
date, in which event it shall bear interest from such date, or
unless it is authenticated prior to the first interest payment
date, in which event it shall bear interest from the Dated Date
shown above, or unless it is authenticated during the period
from the Record Date to the next interest payment date, in which
case it shall bear interest from such interest payment date, or
unless at the time of authentication hereof interest is in
default hereon, in which event it shall bear interest from the
date to which interest has been paid.
10
•
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ( "DTC ") to the City or its agent for registration of
transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
This Series 2002 Bond is one of
Little Rock, Arkansas Capital Improvement
Bonds, Series 2002, aggregating Mi
Dollars ($ ) in principal amount
Bonds "), and is issued for the purpose of
conservation fixtures and equipment, with
an issue of City of
Junior Lien Revenue
Llion Thousand
(the "Series 2002
financing energy
related facilities.
The Series 2002 Bonds are issued pursuant to and in
full compliance with the Constitution and laws of the State of
Arkansas (the "State "), including particularly Title 14, Chapter
164, Subchapter 4 of the Arkansas Code of 1987 Annotated, and
pursuant to Ordinance No. of the City, duly adopted on
2002 (the "Authorizing Ordinance "), and do not
constitute an indebtedness of the City within any constitutional
or statutory limitation. The Series 2002 Bonds are not general
obligations of the City but are special obligations secured
solely by a pledge of revenues received by the City that are
derived from the payment of franchise fees by public utilities
for the privilege of using the streets, highways and other
public places in the City (the "Pledged Revenues "). The pledge
of Pledged Revenues is subject to the pledge in favor of certain
Prior Bonds, heretofore or hereafter issued (identified in the
Authorizing Ordinance) and is on a parity with that securing
Additional Bonds, if issued in accordance with the terms of the
Authorizing Ordinance. ( "Bonds" herein refers to the Series
2002 Bonds and any Additional Bonds.) The Pledged Revenues are
deemed to be a special source for the payment of the Bonds. The
Bonds shall never give rise to a charge against the City's
general credit or taxing power and no funds derived from the
City's taxes are pledged to pay the Bonds. An amount of Pledged
11
•
Revenues sufficient to pay the principal of and interest on the
Series 2002 Bonds has been duly pledged and set aside into the
Junior Lien Capital Improvement Revenue Bond Fund identified in
the Authorizing Ordinance. Reference is hereby made to the
Authorizing Ordinance for a detailed statement of the terms and
conditions upon which the Series 2002 Bonds are issued, of the
nature and extent of the security for the Bonds, and the rights
and obligations of the City, the Trustee and the registered
owners of the Bonds. Nothing herein or in the Authorizing
Ordinance shall require the City to pay the principal of and
interest on this Series 2002 Bond except from the Pledged
Revenues, but nothing herein or in the Authorizing Ordinance
shall prevent the City from doing so.
The Series 2002 Bonds shall be subject to optional and
extraordinary redemption as follows:
1. The Series 2002 Bonds shall be redeemed from
proceeds of the Bonds which are not needed for the purposes
intended, in whole or in part, on any date, in inverse order of
maturity (and by lot within a maturity in such manner as the
Trustee shall determine), at a price equal to the principal
amount being redeemed plus accrued interest to the redemption
date.
2. The Series 2002 Bonds are also subject to
redemption at the option of the City on and after 1,
from funds from any source, in inverse order of maturity
(Bonds within a maturity to be selected by lot in such manner as
the Trustee may determine) in whole at any time or in part on
any interest payment date, at a redemption price equal to the
principal amount being redeemed plus accrued interest to the
redemption date.
In case any outstanding Series 2002 Bond is in a
denomination greater than $5,000, each $5,000 of face value of
such Bond shall be treated as a separate Series 2002 Bond of the
denomination of $5,000.
Notice of redemption identifying the Series 2002 Bonds
or portions thereof (which shall be $5,000 or a multiple
thereof) to be redeemed shall be given by the Trustee, not less
than 30 nor more than 60 days prior to the date fixed for
12
redemption, by mailing a copy of the redemption notice by first
class mail, postage prepaid, to all registered owners of Series
2002 Bonds to be redeemed. Failure to mail an appropriate
notice or any such notice to one or more registered owners of
Series 2002 Bonds to be redeemed shall not affect the validity
of the proceedings for redemption of other Series 2002 Bonds as
to which notice of redemption is duly given in proper and timely
fashion. All such Bonds or portions thereof thus called for
redemption will cease to bear interest on such redemption date.
This Series 2002 Bond is transferable by the
registered owner hereof in person or by his attorney -in -fact
duly authorized in writing at the corporate trust office of the
Trustee referred to above, but only in the manner, subject to
the limitations and upon payment of the charges provided in the
Authorizing Ordinance, and upon surrender and cancellation of
this Bond. Upon such transfer a new fully registered Bond or
Bonds of the same maturity, of authorized denomination or
denominations, for the same aggregate principal amount, will be
issued to the transferee in exchange therefor. This Bond is
issued with the intent that the laws of the State shall govern
its construction.
The City and the Trustee may deem and treat the
registered owner hereof as the absolute owner hereof for the
purpose of receiving payment of or on account of principal
hereof and premium, if any, hereon and interest due hereon and
for all other purposes, and neither the City nor the Trustee
shall be affected by any notice to the contrary.
The Bonds are issuable only as fully registered Bonds
in the denomination of $5,000, and any integral multiple
thereof. Subject to the limitations and upon payment of the
charges provided in the Authorizing Ordinance, fully registered
Bonds may be exchanged for a like aggregate principal amount of
fully registered Bonds of the same maturity of other authorized
denominations.
IT 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 the Series 2002
Bonds do exist, have happened and have been performed in due
time, form and manner as required by law; that the indebtedness
13
•
represented by the Series 2002 Bonds, together with all
obligations of the City, does not exceed any constitutional or
statutory limitation; and that the above referred to revenues
pledged to the payment of the principal of and premium, if any,
and interest on the Series 2002 Bonds as the same become due and
payable will be sufficient in amount for that purpose.
This Series 2002 Bond shall not be valid or become
obligatory for any purpose or be entitled to any security or
benefit under the Authorizing Ordinance until the Certificate of
Authentication hereon shall have been signed by the Trustee.
IN WITNESS WHEREOF, the City of Little Rock, Arkansas
has caused this Bond to be executed by its Mayor and City Clerk,
their manual or facsimile signatures thereunto duly authorized,
and its corporate seal to be impressed or imprinted on this
Bond, all as of the Dated Date shown above.
ATTEST:
y Cler
(SEAL)
1
CITY OF LITT K, A NSAS
By Y /
` JjCLMayor7
• 0
(Form of Trustee's Certificate)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Series 2002 Bonds issued under
the provisions of the within mentioned Authorizing Ordinance.
Date of Authentication:
TRUSTEE
M
Authorized Signature
(Form of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED,
( "Transferor "), hereby sells, assigns and transfers unto
the within Bond and all rights thereunder,
and hereby irrevocably constitutes and appoints
as attorney to transfer the within Bond on
the books kept for registration thereof with full power of
substitution in the premises.
DATE:
Transferor
GUARANTEED BY:
NOTICE: Signature(s) must be guaranteed by a member of or
participant in the Securities Transfer Agents Medallion Program
(STAMP), or in another signature guaranty program recognized by
the Trustee.
15
• •
Section 8. (a) The City agrees to charge franchise
fees to all public utilities occupying the streets, highways and
other public places under Arkansas Code of 1987 Annotated " 14-
200 -101 through 112, or successor statutes, while the Bonds are
outstanding.
(b) The franchise fees currently charged to public
utilities are hereby ratified, confirmed and continued and such
fees shall never be reduced while the Bonds are outstanding
unless the City receives an opinion of an Accountant to the
effect that Pledged Revenues for the preceding fiscal year,
assuming such reduction had been in effect for the entire year,
would have equaled not less than 120% of the maximum annual debt
service on the Bonds and the Prior Bonds outstanding.
(c) The franchise fees currently collected from the
public utilities are sufficient to pay the principal of and
interest on the Bonds when due and the City agrees that the
percentage rate of each franchise fee currently collected by the
City from public utilities will not be increased solely for the
purpose of providing funds to pay the principal of and interest
on the Bonds when due.
Section 9. The City Treasurer shall be the custodian
of all Pledged Revenues. All Pledged Revenues shall at all
times be accounted for and used and applied only as provided
herein. Subject to compliance with the terms of the Prior
Indenture, Pledged Revenues shall be deposited, as received, in
a fund of the City created and designated the "Franchise Fee
Fund" until the sums held therein, together with any amount then
held in the Bond Fund, shall equal at least an amount equal to
the principal and interest requirements for the outstanding
Bonds for the then next twelve -month period, whereupon Pledged
Revenues (subject to the terms of the Prior Indenture) shall be
released and may be applied and used by the City for any lawful
municipal purpose. The Franchise Fee Fund shall be held by the
City in such depository or depositories for the City as may be
lawfully designated by the City from time to time and which hold
membership in the Federal Deposit Insurance Corporation or any
successor entity ( "FDIC "); provided that any such moneys may be
invested in Permitted Investments, as set forth hereinbelow.
16
•
Section 10. There shall be deposited from Pledged
Revenues into an account held by the Trustee designated "Junior
Lien Capital Improvement Revenue Bond Fund" (the "Bond Fund "),
the sums in the amounts and at the times described below for the
purpose of providing funds for the payment of the principal of
and interest on the Bonds, as due.
There shall be paid into the Bond Fund on or before
the last business day prior to the date for each payment of
interest or principal and interest on all outstanding Bonds.
The City shall also pay into the Bond Fund such
additional sums as necessary to provide for the Trustee's fees
and expenses.
Section 11. There may be established upon the
issuance of any series of the Bonds, in the Bond Fund, an
account designated the "Debt Service Reserve," to be maintained
at a level equal to the maximum annual debt service requirements
for ail Bonds which are secured by it (the "Required Level ").
In the event of any deficiency in the Debt Service Reserve (by
withdrawal or by reduction in market value), it shall be
restored to the Required Level, by the deposit of Pledged
Revenues, over a period of not fewer than six months. Any
amount by which the Debt Service Reserve exceeds the Required
Level shall be applied to the payment of principal or interest
(or Trustee's fees) on the Bonds on the next date or dates for
payment thereof.
If for any reason there shall be a deficiency in the
payments made into the Bond Fund so that there are unavailable
sufficient moneys therein to pay the principal of and interest
on any series of Bonds as the same become due, any sums then
held in the Debt Service Reserve securing such series shall be
used to the extent necessary to pay such principal and interest.
Any Debt Service Reserve shall be used solely as herein
described, but the moneys therein may be invested as hereinafter
set forth.
When the moneys held in the Bond Fund shall be and
remain sufficient to pay the principal of and interest on the
Bonds then outstanding, there shall be no further obligation to
make further payments into the Bond Fund. All moneys in the
17
•
Bond Fund shall be used solely for the purpose of paying the
principal of and interest on the Bonds, and Trustee's fees,
except as hereinafter set forth.
It shall be the duty of the Trustee to withdraw from
the Bond Fund before the due date for the principal and /or
interest on any Bond, at maturity or redemption prior to
maturity, the amount of such Bond and interest due thereon for
the sole purpose of paying the same, together with the Trustee's
fees. No withdrawal of funds from the Bond Fund shall be made
for any other purpose except as otherwise authorized in this
Ordinance.
Section 12. (a) So long as any of the Bonds are
outstanding, the City shall not issue or attempt to issue any
Bonds or obligations claimed to be entitled to a priority of
lien on the Pledged Revenues over the lien securing the Bonds,
other than Prior Bonds issued under the Prior Indenture (as in
effect on the date of issuance of the Series 2002 Bonds).
(b) The City reserves the right to issue Additional
Bonds to finance or pay the cost of constructing any additional
capital improvements (within the meaning of the Act) or to
refund Bonds issued for such purpose, but the City shall not
authorize or issue any such Additional Bonds ranking on a parity
with the outstanding Bonds unless there have been procured and
filed with the City Clerk and the Trustee a statement by an
Accountant reciting the opinion, based upon necessary
investigation, that the Pledged Revenues for the fiscal year
immediately preceding the fiscal year in which it is proposed to
issue such Additional Bonds were equal to not less than 1200 of
the maximum annual principal and interest requirements on all
Bonds and Prior Bonds then outstanding and the Additional Bonds
then proposed to be issued. In making the computation, the
Accountant may treat any increase in franchise fees enacted
subsequent to the first day of such preceding year as having
been in effect throughout that year and may include in Pledged
Revenues for such year the amount that would have been received,
based on such opinion, had the increase been in effect
throughout such year.
(c) Nothing herein is intended to restrict the City
in the issuance of Prior Bonds, provided that the City complies
iE
E
0
with the terms therefor set forth in the Prior Indenture as in
effect on the date of issuance of the Series 2002 Bonds.
(d) The Additional Bonds, the issuance of which is
restricted and conditioned by this Section, shall be understood
to mean Bonds secured by Pledged Revenues ranking on a parity of
security with the Bonds and not obligations secured by Pledged
Revenues subordinate in security to the Bonds.
Section 13. The Bonds shall be subject to redemption
prior to maturity in accordance with the terms set out in the
Bond form.
Section 14. The City shall cause proper books of
accounts and records to be kept (separate from all other records
and accounts) in which complete and correct entries shall be
made of all transactions relating to the Pledged Revenues, and
such books shall be available for inspection by the Trustee
and /or any Bondholder at reasonable times and under reasonable
circumstances. The City agrees to have its financial statements
audited by an Accountant, and a copy of the audit shall be
delivered to the Trustee and any Bondholder requesting the same
in writing within 45 days after it is received by the City.
Section 15. Any Bond shall be deemed to be paid
within the meaning of this Ordinance when payment of the
principal of and interest on such Bond (whether at maturity or
upon redemption as provided herein, or otherwise), either (i)
shall have been made or caused to be made in accordance with the
terms thereof, or (ii) shall have been provided for by
irrevocably depositing with the Trustee, in trust and
irrevocably set aside exclusively for such payment, (1) cash or
(2) direct obligations of or obligations guaranteed by the
United States of America ( "Government Securities ") (provided
that such deposit will not adversely affect the tax - exempt
status of the interest on any of the Bonds or cause any of the
Bonds to be classified as "arbitrage bonds" within the meaning
of Section 148 of the Internal Revenue Code of 1986, as amended
(the "Code ")), maturing as to principal and interest in such
amounts and at such times as will provide sufficient moneys to
make such payment, and all necessary and proper fees,
compensation and expenses of the Trustee pertaining to the Bond
or Bonds with respect to which such deposit is made shall have
19
•
been paid or the payment thereof provided for to the
satisfaction of the Trustee.
On the discharge of any Bonds within the meaning of
this Ordinance, the Trustee shall hold in trust, for the benefit
of the owners of such Bonds, all such moneys and /or Government
Securities.
When all the Bonds shall have been paid within the
meaning of this Ordinance, and if the Trustee has been paid its
fees and expenses, the Trustee shall take all appropriate action
to cause (i) the pledge and lien of this Ordinance to be
discharged and canceled, and (ii) all moneys held by it pursuant
to this Ordinance and which are not required for the payment of
such Bonds to be paid over or delivered to or at the direction
of the City. In determining the sufficiency of the deposit of
Government Securities there shall be considered the principal
amount of such Government Securities and interest to be earned
thereon until the maturity of such Government Securities.
Section 16. If (a) there be any default in the
payment of the principal of or interest on any of the Bonds or
(b) the City defaults in any Bond Fund requirement or in the
performance of any of the other covenants contained in this
Ordinance or (c) there occurs an "Event of Default" under the
Prior Indenture, the Trustee may, and upon the written request
of the owners of not less than 10% in principal amount of the
then outstanding Bonds, shall, by proper suit, compel the
performance of the duties of the officials of the City under the
laws of the State.
No owner of any of the outstanding Bonds shall have
any right to institute any suit, action, mandamus or other
proceeding in equity or at law for the protection or enforcement
of any power or right unless such owner previously shall have
given to the Trustee written notice of the default on account of
which such suit, action or proceeding is to be taken, and unless
the registered owners of not less than 10% in principal amount
of the Bonds then outstanding shall have made written request of
the Trustee after the right to exercise such power or right of
action, as the case may be, shall have accrued, and shall have
afforded the Trustee a reasonable opportunity either to proceed
to exercise the powers granted to the Trustee, or to institute
20
•
such action, suit or proceeding in its name, and unless, also,
there shall have been offered to the Trustee reasonable security
and indemnity against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee shall have refused
or neglected to comply with such request within a reasonable
time. Such notification, request and offer of indemnity are, at
the option of the Trustee, conditions precedent to the execution
of any remedy. No one or more owners of the Bonds shall have
any right in any manner whatever by his or their action to
affect, disturb or prejudice the security of this Ordinance, or
to enforce any right thereunder except the manner herein
described. All proceedings at law or in equity shall be
instituted, had and maintained in the manner herein described
and for the benefit of all owners of the outstanding Bonds.
In the event of the occurrence of an "Event of
Default" under the Prior Indenture with the result that maturity
of the Prior Bonds, or any of them, should be accelerated, the
Trustee shall declare the principal of all Bonds outstanding,
with accrued interest, to be immediately due and payable.
No remedy conferred upon or reserved to the Trustee or
to the owners of the Bonds is intended to be exclusive of any
other remedy or remedies, and every such remedy shall be
cumulative and shall be in addition to every other remedy given
under this Ordinance or by law.
The Trustee may, and upon the written request of the
owners of not less than 50o in principal amount of the Bonds
then outstanding shall, waive any default which shall have been
remedied before the entry of final judgment or decree in any
suit, action or proceeding instituted under the provisions of
this Ordinance or before the completion of the enforcement of
any other remedy, but no such waiver shall extend to or affect
any other existing or any subsequent default or defaults or
impair any rights or remedies consequent thereon.
All rights of action under this Ordinance or under any
of the Bonds, enforceable by the Trustee, may be enforced by it
without the possession of any of the Bonds, and any such suit,
action or proceeding instituted by the Trustee shall be brought
in its name for the benefit of all the owners of such Bonds,
subject to the provisions of this Ordinance and the Prior
Indenture.
21
•
No delay or omission of the Trustee or of any owners
of the Bonds to exercise any right or power accrued upon any
default shall impair any such right or power or shall be
construed to be a waiver of any such default or an acquiescence
therein; and every power and remedy given by this Ordinance to
the Trustee and to the registered owners of the Bonds,
respectively, may be exercised from time to time and as often as
may be deemed expedient.
In any proceeding to enforce the provisions of this
Ordinance, the Trustee and any plaintiff bondholder shall be
entitled to recover from the City all costs of such proceeding,
including reasonable attorneys' fees.
Notwithstanding anything set forth above, provided
that a Bond Insurer is not in default under its Bond Insurance
Policy, the Insurer is subrogated to, and may enjoy and
exercise, all rights and remedies of the owners of the Bonds and
may direct the Trustee in the exercise of any remedies set forth
above.
Section 17. (a) The terms of this Ordinance shall
constitute a contract between the City and the registered owners
of the Bonds and no variation or change in the undertaking
herein set forth shall be made while any of these Bonds are
outstanding, except as hereinafter set forth in subsections (b)
and (c).
(b) The Trustee ma'
change in this Ordinance that
the material prejudice of the
ambiguity, defect or omission
hereto without the consent of
Bonds.
r consent to any variation or
the Trustee determines is not to
owners of the Bonds or to cure any
in this Ordinance or any amendment
the owners of the outstanding
(c) The owners of not less than 75% in aggregate
principal amount of the Bonds then outstanding shall have the
right, from time to time, anything contained in this Ordinance
to the contrary notwithstanding, to consent to and approve 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,
22
•
any of the terms or provisions contained in this Ordinance or in
any supplemental ordinance; provided, however, that nothing
contained in this Section shall permit or be construed as
permitting (a) an extension of the maturity of the principal of
or the 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 a lien or pledge superior to the lien and pledge
created by this 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
consent to such supplemental ordinance.
Section 18. When the Series 2002 Bonds have been
executed, they shall be authenticated by the Trustee and the
Trustee shall deliver the Series 2002 Bonds to or at the
direction of the Purchaser upon payment of the Purchase Price.
The accrued interest shall be deposited into the Bond Fund. The
expenses of issuing the Series 2002 Bonds as set forth in the
delivery instructions to the Trustee signed by the Mayor and
City Clerk shall be paid from the Purchase Price. The amount
from the Purchase Price necessary to establish a Debt Service
Reserve at the Required Level may be deposited in the Bond Fund
as and to the extent set forth in the deliver instructions. The
remainder of the Purchase Price shall be remitted to the City
for deposit into a special account in the name of the City
designated "Capital Improvement Fund, Series 2002" (the
"Improvement Fund ") in a depository or depositories designated
by the City that are members of FDIC. The moneys in the
Improvement Fund shall be disbursed solely in payment of the
costs of accomplishing the Improvements, paying necessary
expenses incidental thereto and paying expenses of issuing the
Series 2002 Bonds. Disbursements shall be on the basis of
checks which shall contain at least the following information:
the person to whom payment is being made; the amount of the
payment; and the purpose by general classification of the
payment. The City shall be required to keep accurate records of
all payments made on the basis of checks.
When the Improvements have been completed and all
required expenses paid and expenditures made from the
Improvement Fund for and in connection with the accomplishment
of the Improvements and the financing thereof, this fact shall,
if moneys remain in the Improvement Fund, be evidenced by a
23
0
certificate signed by the Mayor, which certificate shall state,
among other things, the date of the completion and that all
obligations payable from the Improvement Fund have been
discharged. A copy of the certificate shall be filed with the
depository or depositories of the Improvement Fund, and a copy
with the Trustee, and upon receipt thereof the depository of the
Improvement Fund shall transfer any remaining balance to the
Bond Fund for the purpose of redeeming Series 2002 Bonds.
Section 19. (a) Moneys held for the credit of the
Bond Fund shall be invested and reinvested by the City, in
Permitted Investments (as hereinafter defined), all of which
(except for moneys in any Debt Service Reserve) shall mature, or
which shall be subject to redemption by the holder thereof, at
the option of such holder, not later than the payment date for
interest or principal and interest in the case of other Bond
Fund moneys.
(b) Moneys held for the credit of the Improvement
Fund and (if any) the Franchise Fee Fund shall be invested and
reinvested by the City in such investments as may, from time to
time, be permitted by law, which shall mature, or which shall be
subject to redemption by the holder thereof, at the option of
such holder, not later than the date or dates when the moneys
held for the credit of the particular fund will be required for
purposes intended.
(c) Obligations so purchased as an investment of
moneys in any fund shall be deemed at all times to be a part of
such fund and the interest accruing thereon and any profit
realized from such investments shall be credited to such fund,
and any loss resulting from such investment shall be charged to
such fund.
(d) "Permitted Investments" are defined as (i)
Government Securities or (ii) time deposits or certificates of
deposit of banks which are insured by the FDIC, or, if in excess
of insurance coverage, collateralized by Government Securities
or (iii) money market funds composed of Government Securities
(and cash) which are registered with the Securities and Exchange
Commission and meet the requirements of Rule 2a -7 of the
Investment Company Act of 1940 or (iv) Surety Bonds or (v) any
investment authorized pursuant to the City's investment policy,
24
• 0
as currently in effect or (vi) any other investment which is
acceptable to the Bond Insurer.
(e) Permitted Investments held in any Debt Service
Reserve shall be valued by the Trustee not less frequently than
annually, at fair market value, by any method utilized by the
Trustee in its discretion. A report of such valuation shall be
presented to the City.
(f) The City recognizes that the exclusion of
interest paid on the Series 2002 Bonds from gross income for
purposes of regular federal income taxation is dependent upon
compliance with the provisions of Section 148 of the Code. The
City shall, unless and until the City delivers to the Trustee an
opinion of Bond Counsel as described below in this paragraph,
make the determinations and take the actions hereinafter by this
paragraph required and make such further or different
determinations and take such further or different actions as are
necessary, in the opinion of Bond Counsel, to comply with the
requirements of Section 148 (f) of the Code and regulations
issued or otherwise effective thereunder (the "Regulations "),
and the Trustee, but only from funds provided by the City and on
the basis of each Rebate Certificate (defined below), shall
rebate to the United States, not later than sixty (60) days
after the end of each Fifth Bond Year with respect to the Series
2002 Bonds, 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 Series 2002 Bonds, shall rebate 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.
As used herein, (a) "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, (b) "Bond Year" means the twelve -month period (or,
in the case of the initial Bond Year, a shorter period) ending
on the date set forth in the Implementing Resolution, (c) "Fifth
Bond Year" means the Bond Year ending on the date next preceding
(but not later then) five years after issuance of the Series
25
0 •
2002 Bonds and each Bond Year ending on that date which is five
years after the end of the preceding Bond Year.
The City shall determine the Rebate Amount within 55
days after the end of each Fifth Bond Year and upon the
discharge of the Series 2002 Bonds shall furnish to the Trustee
written verification of such Rebate Amount, with any supporting
documentation required to calculate such Rebate Amount (the
"Rebate Certificate "). The City shall furnish to the Trustee,
within 55 days after the end of each Bond Year, (a) a written
verification of the Rebate Amount or (b) a written opinion of
the Accountant to the effect that the Rebate Amount accrued to
the end of such Bond Year, if any, is not material under
generally accepted auditing standards (the "Annual Opinion ").
The Trustee and the City shall retain copies of each Rebate
Certificate and Annual Opinion until six years after final
discharge of all Series 2002 Bonds.
The provisions of this paragraph shall remain in full
force and effect notwithstanding the payment or defeasance of
Series 2002 Bonds hereunder.
Notwithstanding the foregoing, in the event that the
Trustee is furnished with an opinion of Bond Counsel acceptable
to the Trustee to the effect that it is not necessary under then
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 any of the Series
2002 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 an shall nc
longer be effective and all amounts at the time held by the
Trustee for the purposes set forth in this Section (to the
extent covered by such opinion) shall be transferred as
specified in such opinion.
All references to sections of the Code and to
Regulations thereunder include references to any successor
section or sections which set forth substantive provisions
supplanting or superseding those of the sections referred to.
26
• 0
The Trustee will agree to modification or rescission
of any provision of this Section in the event that there is
delivered to the Trustee an opinion of Bond Counsel, acceptable
to the Trustee, to the effect that such modification or
rescission (a) is necessary to preserve the exemption of
interest on any of the Series 2002 Bonds from regular federal
income tax or (b) will not adversely affect such regular federal
income tax exemption.
Any Rebate Amount payable under this Section shall be
payable from the Bond Fund or the Improvement Fund.
Section 21. (a) The City covenants that it shall not
take any action or suffer or permit any action to be taken or
conditions to exist which causes or may cause the interest
payable on the Bonds to be included in gross income for federal
income tax purposes. Without limiting the generality of the
foregoing, the City covenants that the proceeds of the sale of
the Bonds and the Pledged Revenues will not be used directly or
indirectly in such manner as to cause the Bonds to be treated as
"arbitrage bonds" within the meaning of Section 148 of the Code.
(b) The City represents that it has not used or
permitted the use of, and covenants that it will not use or
permit the use of the Improvements or the proceeds of the Bonds
in such manner as to cause any of the Bonds to be "private
activity bonds" within the meaning of Section 141 of the Code.
In this regard, the City covenants that (i) it will not use
(directly or indirectly) the proceeds of the Bonds to make or
finance loans to any person, and (ii) that while the Bonds are
outstanding the Improvements will only be used by state or local
governmental entities or persons on a basis as members of the
general public, unless the City receives an opinion from Bond
Counsel, acceptable to the Trustee, to the effect that the
proposed use will not adversely affect the tax - exempt status of
interest on the Bonds for federal income tax purposes.
(c) The City covenants that it will take no action
which would cause the Bonds to be "federally guaranteed" within
the meaning of Section 149(b) of the Code. Nothing in this
Section shall prohibit investments in bonds issued by the United
States Treasury.
27
•
(d) The City covenants that it will submit to the
Secretary of the Treasury of the United States, not later than
the 15th day of the second calendar month after the close of the
calendar quarter in which the Series 2002 Bonds are issued, a
statement required by Section 149(e) of the Code.
(e) The City covenants that it will not reimburse
itself from proceeds of the Series 2002 Bonds for costs paid
prior to the date the Bonds are issued except in compliance with
United States Treasury Regulation No. 1.150 -2.
Section 22. (a) The Trustee shall only be responsible
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 Trustee. The Trustee shall not be required to take any
action as Trustee unless it shall have been requested to do so
in writing by the owners of not less than loo in principal
amount of the Bonds then outstanding and shall have been offered
reasonable security and indemnity against the costs, expenses
and liabilities to be incurred therein or thereby. The Trustee
may resign at any time by giving 60 days' notice in writing to
the City Clerk and to the registered owners of the Bonds, and
the majority in principal amount of the owners of the
outstanding Bonds at any time, with or without cause, may remove
the Trustee. In the event of a vacancy in the office of
Trustee, either by resignation or by removal, the majority in
principal amount of the owners of the outstanding Bonds may
appoint a new Trustee, such appointment to be evidenced by a
written instrument or instruments filed with the City Clerk. If
the majority in principal amount of the owners of the
outstanding Bonds shall fail to fill a vacancy within 45 days
after the same shall occur, then the City shall forthwith
designate a new Trustee by a written instrument filed in the
office of the City Clerk. The original Trustee and any
successor Trustee shall file a written acceptance and agreement
to execute the trust imposed upon it or them by this Ordinance,
but only upon the terms and conditions set forth in this
Ordinance and subject to the provisions of this Ordinance, to
all of which the respective owners of the Bonds agree. Such
written acceptance shall be filed with the City Clerk and a copy
thereof shall be placed in the bond transcript. Any successor
DTs]
• •
Trustee shall have all the powers herein granted to the original
Trustee.
(b) Every successor Trustee appointed pursuant to
this Section shall be a trust company or bank in good standing,
duly authorized to exercise trust powers and subject to
examination by federal or state authority, having a reported
capital and surplus, or the obligations of which are guaranteed
by an institution having a reported capital and surplus, of not
less than $30,000,000.
(c) Any resignation by the Trustee shall not be
effective until the appointment of a successor Trustee under
this Section.
Section 23. The provisions of this Ordinance are
hereby declared to be severable and if any provision shall for
any reason be held illegal or invalid, such holding shall not
affect the validity of the remainder of this Ordinance.
Section 24. All ordinances and resolutions or parts
thereof, in conflict herewith are hereby repealed to the extent
of such conflict.
Section 25. It is hereby ascertained and declared
that the Improvements are immediately needed for the realization
of the savings to be effected thereby. The Improvements cannot
be accomplished without the issuance of the Series 2002 Bonds,
which cannot be sold at the interest rates currently available
unless this Ordinance is immediately effective. Therefore, it
is declared that an emergency exists and this Ordinance being
necessary for the preservation of the public peace, health and
safety, shall be in force and take effect immediately upon and
after its passage.
PASSED: JULY 2 2002.
ATTEST:
Ci y Clerk
29
•
(SEAL)
w
• •
CERTIFICATE
The undersigned, City Clerk of the City of Little
Rock, Arkansas (the "City "), hereby certifies that the foregoing
pages are a true and correct copy of Ordinance No. Igo,
adopted at a yZ .,.(nx session of the Board of Directors of the
City, held at the regular meeting place of the Board of
Directors at _19_ p.m., on the --al—lla day of , 2002,
and that said Ordinance is of record in Ordinance Re rd Book
No. of the City, now in my possession.
GIVEN under my hand and seal this day of
2002.
City Clerk
(SEAL)
31