190052004005794
81/28/2884 83:44:49 PH
• . Filed 8 Recorded in
Official Records of
CAROLYN STALEY
PULASKI COUNTY
CIRCUIT /COUNTY CLERK
ORDINANCE NO. 19,005 Fees $77.88
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
LIMITED TAX GENERAL OBLIGATION CAPITAL
IMPROVEMENT BONDS; PLEDGING TAX REVENUES
SUFFICIENT TO PAY THE PRINCIPAL OF AND
INTEREST ON THE BONDS; PRESCRIBING OTHER
MATTERS RELATING THERETO; AND DECLARING AN
EMERGENCY.
WHEREAS, by Ordinance No. 18,941 duly adopted by the
Board of Directors on September 30, 2003 ( "Ordinance No. 18,941"),
there was submitted to the qualified electors of the City of Little
Rock, Arkansas (the "City ") , the questions of the issuance of
capital improvement bonds in the following maximum amounts for the
following purposes:
$27,000,000 to finance street improvements, as
more particularly described in Ordinance No.
18,941 (the "Street Improvements ");
$4,515,000 to finance facilities for drainage
improvements, as more particularly described
in Ordinance No. 18,941 (the "Drainage
Improvements ");
$14,965,000 to finance park and recreational
improvements, as more specifically described
in Ordinance No. 18,941 (the "Park and
Recreational Improvements ");
$985,000 to finance police department
improvements, as more specifically described
in Ordinance No. 18,941 (the "Police
Department Improvements ");
$12,135,000 to finance fire department
improvements, as more specifically described
in Ordinance No. 18,941 (the "Fire Department
Improvements ");
$11,865,000 to finance police, fire and
emergency communication improvements, as more
specifically described in Ordinance No. 18,941
(the "Police, Fire and Emergency
Communications Improvements ");
$1,145,000 to finance Robinson and Statehouse
Convention Centers Improvements, as more
specifically described in Ordinance No. 18,941
(the "Robinson and Statehouse Convention
Centers Improvements ");
$1,215,000 to finance school area pedestrian
safety improvements, as more specifically
described in Ordinance No. 18,941 (the "School
Area Pedestrian Safety Improvements "); and
$1,360,000 to finance animal services
improvements, as more specifically described
in Ordinance No. 18,941 (the "Animal Services
Improvements "); and
WHEREAS, due notice of the election was given as required
by law and the election was duly held on the 4th day of November,
2003, at which election the electors approved the issuance of
capital improvement bonds for each of said purposes; and
WHEREAS, the aggregate maximum amount of bonds approved
was $75,185,000; and
WHEREAS, the results of the election were announced by
the Mayor by a Proclamation duly published as required by law in a
newspaper of bona fide circulation in the City; and
WHEREAS, the City has issued its Limited Tax General
Obligation Refunding Bonds, Series 2001 (the 112001 Bonds ") of which
$7,305,000 in principal amount are outstanding and unpaid and for
which an ad valorem tax on taxable property located within the City
at the rate of 3.3 mills on the dollar of the assessed valuation
(the 112001 Bond Tax ") is being levied and pledged; and
WHEREAS, pursuant to Ordinance No. 18,991, adopted
November 18, 2003, the City has fixed, established and levied an ad
valorem tax on taxable property located within the City at the rate
of 3.3 mills on the dollar of assessed valuation (the "Special
Tax ") which will, subject to rollback as provided in Amendment No.
59 to the Arkansas Constitution ( "Amendment No. 59 "), constitute a
continuing annual tax to be collected in 2004 and each year
thereafter so long as necessary to pay the principal of, interest
on, and fees of the bond registrar and paying agent in connection
with the bonds herein authorized; and
WHEREAS, the Board of Directors has determined to proceed
with the financing of the nine purposes approved at the election
and to issue $70,635,000 in aggregate principal amount of bonds
(the "Bonds ") , and has made arrangements for the sale of the Bonds
to Crews & Associates, Inc., Morgan Keegan & Company, Inc. and
Stephens Inc. (the "Underwriters "), at a price of $71,404,219.90
(principal amount less $512,103.75 of Underwriters' discount plus
net original issue premium of $1,281,323.65) plus accrued interest
(the "Purchase Price "), pursuant to a Bond Purchase Agreement
between the Underwriters and the City (the "Bond Purchase
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Agreement ") , which has been exhibited to and is before the Board of
Directors at the meeting at which this Ordinance is adopted; and
WHEREAS, the Preliminary Official Statement dated
December 5, 2003, offering the Bonds for sale (the "Preliminary
Official Statement "), has been exhibited to and is before the Board
of Directors at the meeting at which this Ordinance is adopted; and
WHEREAS, the Continuing Disclosure Agreement (the
"Disclosure Agreement "), providing for the ongoing disclosure
obligations of the City with respect to the Bonds, has been
exhibited to and is before the Board of Directors at the meeting at
which this Ordinance is adopted;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS
OF THE CITY OF LITTLE ROCK, ARKANSAS:
Section 1. The Bonds are hereby sold to the Underwriters
at the purchase price specified above. The Bond Purchase
Agreement, in substantially the form submitted to this meeting, is
approved and confirmed. The Mayor is hereby authorized and
directed to execute and deliver the Bond Purchase Agreement for and
on behalf of the City and to take all action required on the part
of the City to fulfill its obligations under the Bond Purchase
Agreement.
Section 2. The Preliminary Official Statement is hereby
approved and the previous use of the Preliminary Official Statement
by the Underwriters in connection with the sale of the Bonds is in
all respects authorized, approved and confirmed. The Mayor is
hereby authorized and directed, for and on behalf of the City, to
execute a final official statement and deliver the same to the
Underwriters for use in connection with the sale of the Bonds as
set forth in the Bond Purchase Agreement.
Section 3. The Disclosure Agreement, in substantially
the form submitted to this meeting, is approved, and the Mayor is
hereby authorized and directed to execute and deliver the
Disclosure Agreement for and on behalf of the City. The Mayor and
other officials of the City are authorized and directed to take all
action required on the part of the City to fulfill the City's
obligations under the Disclosure Agreement.
Section 4. Under the authority of the Constitution and
laws of the State of Arkansas, including particularly Amendment No.
62 to the Constitution of the State of Arkansas, and Title 14,
Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated,
the Bonds are hereby authorized and ordered issued in the total
principal amount of $70,635,000. The proceeds of the Bonds shall
be used for the purposes specified in the recitals of this
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Ordinance, to fund capitalized interest and to pay costs of issuing
and insuring the Bonds. The principal amount of the Bonds is
allocated among the purposes as follows: (a) $25,454,192.40 for the
Street Improvements; (b) $4,217,626.09 for the Drainage
Improvements; (c) $14,127,000.00 for the Park and Recreational
Improvements; (d) $870,141.30 for the Police Department
Improvements; (e) $11,439,798.91 for the Fire Department
Improvements; (f) $11,183,875.00 for the Police, Fire and Emergency
Communications Improvements; (g) $1,023,695.65 for the Robinson and
Statehouse Convention Centers Improvements; (h) $1,090,235.87 for
the School Area Pedestrian Safety Improvements; and (i)
$1,228,434.78 for the Animal Services Improvements.
The Bonds shall be dated January 15, 2004, and shall be
designated "City of Little Rock, Arkansas Limited Tax General
Obligation Capital Improvement Bonds, Series 2004." Interest shall
be payable semiannually on April 1 and October 1 of each year
commencing October 1, 2004. The Bonds shall be fully registered
bonds in the denomination of $5,000 or an integral multiple
thereof. Principal shall be payable to the registered owners
thereof upon presentation at the corporate trust office of the
paying agent. Payment of each installment of interest shall be
made at the time and in the manner specified in the bond form in
Section 5. The Bonds shall be numbered from R -1 upward in order of
issuance and shall mature (or become subject to mandatory sinking
fund redemption) on April 1 of each year and bear interest as
follows:
Maturity
Date
Principal
Interest
(April 1)
Amount
Rate
2005
$3,510,000
4.00%
2006
3,655,000
4.00
2007
3,805,000
4.00
2008
3,960,000
4.00
2009
4,120,000
4.00
2010
4,290,000
4.00
2011
4,465,000
4.00
2012
4,645,000
4.00
2013
4,830,000
3.75
2014
5,020,000
4.00
2015
5,225,000
4.00
2016
5,440,000
4.00
2017*
5,660,000
3.95
2018*
5,885,000
3.95
2019
6,125,000
3.95
*Mandatory sinking fund redemption date.
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Payment of the scheduled principal of and interest on the
Bonds, as due (by stated maturity or by scheduled mandatory
redemption) is guaranteed by Financial Security Assurance, Inc.
(the "Insurer ") pursuant to a municipal bond insurance policy (the
"Insurance Policy "), as set forth in the Insurance Policy.
Section 5. The Bonds shall be executed on behalf of the
City by the Mayor and the City Clerk by their manual or facsimile
signatures and the corporate seal of the City, or a facsimile
thereof, shall be imprinted or reproduced on each bond. The Bonds
shall be in substantially the following form:
(Face of Bond)
REGISTERED REGISTERED
No.
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF PULASKI
CITY OF LITTLE ROCK
LIMITED TAX GENERAL OBLIGATION
CAPITAL IMPROVEMENT BOND
SERIES 2004
Dated Date: January
Maturity Date: April
Principal Amount: _
Registered Owner:
15, 2004
1,
F.Were m
Interest Rate: °s
CUSIP:
For value received, the City of Little Rock, County of
Pulaski, State of Arkansas (the "City "), promises to pay to the
registered owner shown above the Principal Amount shown above on
the Maturity Date identified above and to pay interest (computed on
the basis of a 360 -day year of twelve 30 -day months) on such
Principal Amount from the interest commencement date specified
below until paid at the Interest Rate per annum set forth above.
Interest is payable on October 1, 2004, and on each April 1 and
October 1 thereafter.
Principal of this bond is payable to the registered
owner, in lawful money of the United States of America, upon
presentation when due at the corporate trust office of Regions
Bank, the bond registrar and paying agent, in Little Rock,
Arkansas. Payment of each installment of interest shall be made to
the person in whose name this bond is registered on the
registration books of the City maintained by the bond registrar at
the end of the fifteenth day of the month (whether or not a
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business day) next preceding each interest payment date (the
"Record Date ") , irrespective of any transfer or exchange of this
bond subsequent to such Record Date and prior to such interest
payment date. Such interest payments shall be by check or draft
drawn on the paying agent and mailed to such registered owner at
the address appearing on such registration books.
In any case where the date of maturity of interest on or
principal of this bond or the date fixed for redemption of this
bond shall be a Saturday or Sunday or shall be in the State of
Arkansas a legal holiday or a day on which banking institutions are
authorized by law to close, then payment of interest or principal
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.
This bond shall bear interest from the interest 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
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 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 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.
Unless this Bond is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ( "DTC"), to the bond registrar 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 required 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 bond is issued under the authority of the
Constitution and laws of the State of Arkansas, including
particularly Amendment 62 to the Arkansas Constitution and Title
14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987
Annotated. It shall not be valid unless the Certificate of
Authentication shall have been signed by the bond registrar.
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This bond is one of
designated "Limited Tax General
Bonds, Series 2004" (the "Bonds ")
of $70,635,000.
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an issue of bonds of the City
Obligation Capital Improvement
in the aggregate principal amount
The Bonds are limited tax general obligations of the
City, payable from the proceeds of a continuing annual tax of 3.3
mills on the dollar of the assessed valuation of the taxable real
and personal property in the City, subject to rollback as provided
in Amendment No. 59 to the Arkansas Constitution (the "Special
Tax ") , including penalties and interest payable with respect
thereto and all payments received by the City from the State of
Arkansas in lieu thereof under Amendment No. 79 to the Arkansas
Constitution (the "Special Tax Collections "), levied by the Board
of Directors under the authority of Amendment No. 62 to the
Constitution of the State of Arkansas. The City hereby pledges the
Special Tax Collections for the equal and ratable payment of the
Bonds. The Special Tax shall be collected with the property taxes
payable in 2004 and continuing annually thereafter until all of the
Bonds and interest thereon have been paid in full or deemed paid in
accordance with the provisions of Ordinance No. 19,005 (the
"Authorizing Ordinance ").
The Bonds are not secured by any lien on or security
interest in any physical properties.
The Bonds are issuable only in the form of fully
registered bonds in denominations of $5,000 or an integral multiple
thereof. The City, the bond registrar, and the paying agent may
deem and treat the registered owner hereof as the absolute owner of
this bond for the purpose of receiving payment of or on account of
principal hereof and interest due hereon and for all other
purposes, and shall not be affected by any notice to the contrary.
In the event any Bond is mutilated, lost, or destroyed,
the City shall, if not then prohibited by law, execute and the bond
registrar shall authenticate and deliver to the registered owner a
new Bond of like tenor and effect in substitution for the
mutilated, lost, or destroyed Bond. The registered owner shall be
required to surrender such mutilated Bond or to establish, to the
satisfaction of the bond registrar, the fact of loss or
destruction, to pay the charges of the bond registrar for
authenticating the substitute Bond, and to indemnify the City and
the bond registrar against loss resulting from issuance of the
substitute Bond.
This bond is transferable, in whole or in part, only upon
delivery to the bond registrar of this bond, accompanied by a
written instrument of transfer in substantially the form endorsed
hereon, duly executed by the registered owner or his attorney -in-
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fact or legal representative. Upon such transfer, the bond
registrar shall enter the transfer of ownership in the registration
books and shall authenticate and deliver in the name or names of
the new registered owner or owners a new fully registered bond or
bonds of authorized denominations of the same maturity and interest
rate for the aggregate principal amount of the Bond transferred at
the earliest practicable time. There shall be no charge to the
transferor or transferee for any transfer, except an amount or
amounts sufficient to reimburse the City and the bond registrar for
any tax, fee or other governmental charge required to be paid with
respect to such transfer. The City and the bond registrar shall
not be required to transfer any Bond which has been called for
redemption in whole or in part.
The Bonds are subject to extraordinary, optional and
mandatory,sinking fund redemption prior to maturity as follows:
(1) The Bonds shall be redeemed by the City from proceeds
of the Bonds not needed for the intended purposes on any interest
payment date, in whole or in part, in inverse order of maturity
(and by lot within a maturity in such manner as the paying agent or
securities depository may determine) at a redemption price equal to
the principal amount being redeemed plus accrued interest to the
redemption date.
(2) The Bonds shall be redeemed from Surplus Tax
Collections (hereinafter defined) on each April 1, in inverse order
of maturity (and by lot within a maturity in such manner as the
paying agent or securities depository may determine), in whole or
in part, at a redemption price equal to the principal amount being
redeemed plus accrued interest to the redemption date. Surplus Tax
Collections are the Special Tax Collections remaining on February
20 of each year after the City makes provision for (a) payment of
the interest on the Bonds due on the next two interest payment
dates, (b) payment of the principal of the Bonds on the next April
1, (c) payment of fees of the bond registrar and paying agent when
due and (d) payment of any arbitrage rebate due the United States.
(3) The Bonds may be redeemed at the option of the City
on and after April 1, 2014, from funds from any source, in whole at
any time or in part on any interest payment date, in inverse order
of maturity (and by lot within a maturity in such manner as the
paying agent or securities depository may determine) at a
redemption price equal to the principal amount being redeemed plus
accrued interest to the redemption date.
(4) To the extent not previously redeemed, the Bonds
maturing April 1, 2019 are subject to mandatory sinking fund
redemption by lot in such manner as the paying agent or securities
depository may determine, on April 1 in the years and in the
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amounts set forth below, at a redemption price equal to the
principal amount being redeemed plus accrued interest to the date
of redemption:
Bonds Maturing April 1, 2019
Year Principal Amounts
2017
2018
2019 (maturity)
$5,660,000
5,885,000
6,125,000
The provisions for mandatory sinking fund redemption of
the Bonds are subject to the provisions of the Authorizing
Ordinance which permit the City to receive credit for Bonds
previously redeemed or for Bonds acquired by the City and
surrendered to the bond registrar.
(5) Bonds of denominations greater than $5,000 may be
redeemed partially in the amount of $5,000 or any integral multiple
thereof.
(6) Notice of redemption identifying the Bonds or
portions thereof to be redeemed shall be given by the paying agent,
not less than thirty nor more than sixty days prior to the date
fixed for redemption, by mailing a copy of the redemption notice by
first class mail, postage prepaid, to all registered owners of
Bonds to be redeemed. Failure to mail an appropriate notice or any
such notice to one or more registered owners of Bonds to be
redeemed shall not affect the validity of the proceedings for
redemption of other Bonds as to which notice of redemption is duly
given and in proper and timely fashion. All such Bonds or portions
thereof thus called for redemption shall cease to bear interest on
and after the date fixed for redemption, provided funds for their
redemption are on deposit with the paying agent at that time. With
respect to notice of redemption of the Bonds, unless moneys
sufficient to pay the principal of and interest on the Bonds to be
redeemed shall have been received by the paying agent prior to the
giving of such notice, such notice shall state that such redemption
shall be conditional upon the receipt of such moneys by the paying
agent on or prior to the date fixed for such redemption. If such
moneys shall not have been so received, such notice shall be of no
force and effect, the City shall not redeem such Bonds and the
paying agent shall give notice, in the manner in which the notice
of redemption was given, that such moneys were not so received.
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 this bond have
existed, have happened and have been performed in due time, form
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and manner as required by law; that the indebtedness represented by
this bond and the issue of which it forms a part does not exceed
any constitutional or statutory limitation; and that a tax
sufficient to pay the Bonds has been duly levied in accordance with
Amendment No. 62 to the Constitution of the State of Arkansas and
made payable annually until all of the Bonds and interest thereon
have been fully paid and discharged.
IN WITNESS WHEREOF, the City has caused this bond to be
executed by its Mayor and City Clerk, thereunto duly authorized,
and its corporate seal to be impressed hereon all as of the Dated
Date shown above.
u'.•GI . y.; ;t
-OF -Y
Gov..
X14 "''�•,
s
CITY OF LITTLE ROCK, ARKANSAS
[A Statement of Insurance provided by the Insurer
shall be placed on the Bonds.]
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the within
mentioned Ordinance and is one of the Limited Tax General
Obligation Capital Improvement Bonds, Series 2004, of the City of
Little Rock, Arkansas.
Date of Authentication:
REGIONS BANK
Bond Registrar
By:
Authorized Officer
(Form of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED, ( "Transferor "),
hereby sells, assigns and transfers unto , the within
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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.
Section 6. For the prompt payment of the Bonds with
interest, the City pledges collections of the Special Tax (levied
at the rate of 3.3 mills, subject to rollback as provided in
Amendment No. 59 to the Arkansas Constitution) that it receives,
including penalties and interest payable with respect thereto and
all payments received by the City from the State of Arkansas in
lieu thereof under Amendment No. 79 to the Arkansas Constitution
(the "Special Tax Collections ") . The City covenants and agrees
that the Special Tax will be collected in the year 2004 and
annually thereafter until all of the Bonds and interest thereon
have been paid in full or provision made for such payment.
Section 7. In order to pay the principal of and interest
on the Bonds as they mature and are called for redemption prior to
maturity, together with fees and costs incidental thereto, there
are hereby appropriated out of the proceeds of the Special Tax
Collections, the sums necessary to promptly pay the same in
accordance with the following schedule of principal and interest
requirements:
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The City covenants and agrees that the Special Tax
Collections shall be accounted for separately as a special fund on
the books of the City which is hereby created and designated as the
112004 Capital Improvement Debt Service Fund" (the "Bond Fund ") .
Moneys in the Bond Fund are to be held in trust for the purposes
set forth herein. The City shall not issue any additional bonds
payable from the Special Tax Collections.
Section 8. The Bonds shall be registered in the name of
Cede & Co., as nominee of The Depository Trust Company ( "DTC ") , and
shall be held in the custody of DTC. The Mayor is authorized to
execute and deliver a Letter of Representations with DTC on behalf
of the City. All payments of principal of and interest on the Bonds
and all notices with respect thereto, including notices of full or
partial redemption, shall be made and given at the times and in the
manner set out in the Letter of Representations. The terms and
provisions of the Letter of Representations shall govern in the
event of any inconsistency between the provisions of this Ordinance
and the Letter of Representations. The Letter of Representations
may be amended without Bondholder consent. All payments of
principal of and interest on the Bonds and all notices with respect
thereto, including notices of full or partial redemption, shall be
made and given at the times and in the manner set out in the Letter
of Representations.
The book -entry registration system for the Bonds may be
terminated and certificates delivered to and registered in the name
of the beneficial owners, under either of the following
circumstances:
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Principal
Due
Interest
Interest
Year
April 1
April 1
October 1
Total
2004
$1,994,304.00
$1,994,304.00
2005
$3,510,000
$1,402,245.00
1,332,045.00
6,244,290.00
2006
3,655,000
1,332,045.00
1,258,945.00
6,245,990.00
2007
3,805,000
1,258,945.00
1,182,845.00
6,246,790.00
2008
3,960,000
1,182,845.00
1,103,645.00
6,246,490.00
2009
4,120,000
1,103,645.00
1,021,245.00
6,244,890.00
2010
4,290,000
1,021,245.00
935,445.00
6,246,690.00
2011
4,465,000
935,445.00
846,145.00
6,246,590.00
2012
4,645,000
846,145.00
753,245.00
6,244,390.00
2013
4,830,000
753,245.00
662,682.50
6,245,927.50
2014
5,020,000
662,682.50
562,282.50
6,244,965.00
2015
5,225,000
562,282.50
457,782.50
6,245,065.00
2016
5,440,000
457,782.50
348,982.50
6,246,765.00
2017
5,660,000
348,982.50
237,197.50
6,246,180.00
2018
5,885,000
237,197.50
120,968.75
6,243,166.25
2019
6,125,000
120,968.75
6,245,968.75
The City covenants and agrees that the Special Tax
Collections shall be accounted for separately as a special fund on
the books of the City which is hereby created and designated as the
112004 Capital Improvement Debt Service Fund" (the "Bond Fund ") .
Moneys in the Bond Fund are to be held in trust for the purposes
set forth herein. The City shall not issue any additional bonds
payable from the Special Tax Collections.
Section 8. The Bonds shall be registered in the name of
Cede & Co., as nominee of The Depository Trust Company ( "DTC ") , and
shall be held in the custody of DTC. The Mayor is authorized to
execute and deliver a Letter of Representations with DTC on behalf
of the City. All payments of principal of and interest on the Bonds
and all notices with respect thereto, including notices of full or
partial redemption, shall be made and given at the times and in the
manner set out in the Letter of Representations. The terms and
provisions of the Letter of Representations shall govern in the
event of any inconsistency between the provisions of this Ordinance
and the Letter of Representations. The Letter of Representations
may be amended without Bondholder consent. All payments of
principal of and interest on the Bonds and all notices with respect
thereto, including notices of full or partial redemption, shall be
made and given at the times and in the manner set out in the Letter
of Representations.
The book -entry registration system for the Bonds may be
terminated and certificates delivered to and registered in the name
of the beneficial owners, under either of the following
circumstances:
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(a) DTC notifies the City that it is no longer willing or
able to act as securities depository for the Bonds and a successor
securities depository for the Bonds is not appointed by the City
prior to the effective date of such discontinuation; or
(b) The City determines that continuation of the book -
entry system through DTC (or a successor securities depository) is
not in the best interest of the City.
"Securities depository" means a person that is registered
as a clearing agency under section 17A of the Securities Exchange
Act of 1934 or whose business is confined to the performance of the
functions of a clearing agency with respect to exempted securities,
as defined in section 3(a)(12) of such Act for the purposes of
section 17A thereof.
In the event a successor securities depository is
appointed by the City, the Bonds will be registered in the name of
such successor securities depository or its nominee. In the event
certificates are required to be issued to beneficial owners, and
the City shall be fully protected in relying upon a certificate of
DTC or any DTC participant as to the identity of and the principal
amount of Bonds held by such beneficial owners.
The beneficial owners of Bonds will not receive physical
delivery of certificates except as provided herein. For so long as
there is a securities depository for the Bonds, all of such Bonds
shall be registered in the name of the nominee of the securities
depository, all transfers of beneficial ownership interests in such
Bonds will be made by the nominee of the securities depository, and
no investor or other party purchasing, selling, or otherwise
transferring beneficial ownership of such Bonds is to receive,
hold, or deliver any certificate. The City shall have no
responsibility or liability for transfers of beneficial ownership
interests in such Bonds.
The City will recognize the securities depository or its
nominee as the Bondholder for all purposes, including receipt of
payments, notices, and voting; provided the City may recognize
votes by or on behalf of beneficial owners as if such votes were
made by Bondholders of a related portion of the Bonds when such
votes are received in compliance with an omnibus proxy or other
comparable evidence delivered to the City by the Bondholders.
With respect to book entry bonds, the City shall be
entitled to treat the person in whose name such Bond is registered
as the absolute owner of such Bond for all purposes of this
Ordinance, and the City shall not have any responsibility or
obligation to any beneficial owner of such book entry bond. Without
limiting the immediately preceding sentence, the City shall not
13
have any responsibility or obligation with respect to (a) the
accuracy of the records of any securities depository or any other
person with respect to any ownership interest in book entry bonds,
(b) the delivery to any person, other than a Bondholder, of any
notice with respect to book entry bonds, including any notice of
redemption or refunding, (c) the selection of the particular Bonds
or portions thereof to be redeemed or refunded in the event of a
partial redemption or refunding of part of the Bonds outstanding,
or (d) the payment to any person, other than a Bondholder, of any
amount with respect to the principal of or interest on book entry
bonds.
Section 9. The Bonds shall be callable for payment prior
to maturity in accordance with the terms set out in the bond form
in Section 5 of this Ordinance. The securities depository shall
select the Bonds for redemption within particular maturities
according to its stated procedures. If there is no securities
depository, the paying agent shall make the selection.
The City covenants and agrees to redeem Bonds subject to
mandatory sinking fund redemption in the amounts and on the dates
set forth herein and in the Bonds. The City may acquire Bonds by
purchase at a price not in excess of par plus accrued interest,
inclusive of brokerage fees, and surrender to the bond registrar
any Bonds so acquired, in exchange for which the City shall receive
a credit under this Ordinance in an amount equal to the principal
amount of the Bonds so acquired and surrendered, for and of the
then next date for mandatory sinking fund redemption of Bonds of
the same maturity.
Section 10. The Finance Director and Treasurer of the
City is hereby ordered and directed to place on deposit with the
paying agent for the Bonds, at least one (1) business day before
the maturity, redemption or interest payment date of any Bond, an
amount from the funds herein appropriated in the Bond Fund, equal
to the amount of such bond or interest, for the sole purpose of
paying the same, together with the reasonable fees of the paying
agent and bond registrar. This instruction to the Finance Director
and Treasurer is irrevocable and may be enforced by mandamus.
Section 11. The bond registrar shall immediately notify
the City of each default in the payment of principal of or interest
on any Bond and of any other default under this Ordinance of which
the bond registrar has knowledge. Any default in the payment of
the principal of or interest on any Bond, and any default in the
performance of any other covenant herein which continues for 30
days after written notice thereof is given to the City by the bond
registrar shall constitute an event of default hereunder. The bond
registrar shall notify the registered owners of the Bonds of each
event of default by first class mail. The owners of not less than
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10% in principal amount of the Bonds then outstanding may by proper
suit compel the performance of the duties of the officials of the
City under the Constitution and laws of the State of Arkansas and
under this Ordinance and protect and enforce the rights of the
owners by instituting appropriate proceedings at law or in equity
or by other action deemed necessary or desirable. If any default
in the payment of principal or interest continues for 30 days the
owners of not less than 50% in principal amount of the then
outstanding Bonds may declare all outstanding Bonds immediately due
and payable together with accrued interest thereon.
No one or more owners of the Bonds shall have any right
in any manner by his or their action to affect, disturb or
prejudice the security of this Ordinance, or to enforce any right
hereunder except in the manner provided herein. All proceedings at
law or in equity shall be instituted, had and maintained in the
manner provided herein and for the benefit of all owners of
outstanding Bonds. Any individual rights of action are restricted
by this Ordinance to the rights and remedies herein provided.
Nothing shall, however, affect or impair the right of an owner.to
enforce the payment of the principal of and interest on any Bond at
and after the maturity thereof.
No remedy herein conferred upon or reserved to the owners
of the Bonds is intended to be exclusive of any other remedy or
remedies herein provided, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given
hereunder or given by any law or by the Constitution of the State
of Arkansas.
No delay or omission of any owner of a Bond to exercise
any right or power accrued upon any default shall impair any such
right or power or be construed to be a waiver of any such default
or an acquiescence therein, and every power and remedy given to the
owners of the Bonds may be exercised from time to time and as often
as may be deemed expedient.
The owners of not less than 50% in aggregate principal
amount of the Bonds then outstanding shall have the right, during
the continuance of an event of default, to direct the time, method
and place of conducting any proceedings for any remedy of
bondholders, and may waive any default which shall have been
remedied before the entry of final judgment or decree in any suit,
action or proceeding or before the completion of the enforcement of
any other remedy. No such waiver shall extend to or affect any
other existing or subsequent default or defaults or impair any
rights or remedies consequent thereon.
Section 12. (a) On February 20 of each year, commencing
February 20, 2005, the City shall calculate the amount of Surplus
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0 0
Tax Collections (as defined in Section 5 hereof) and, if such
Surplus Tax Collections exist, shall notify the paying agent of
that fact. Such notification shall be given in sufficient time to
allow the paying agent to give notice of redemption of Bonds on the
following April 1 from such Surplus Tax Collections.
(b) On the business day prior to each interest payment
date for the Bonds, the City shall transfer from the Bond Fund to
the paying agent in immediately available funds:
(1) the amount necessary for the payment of interest due
on such interest payment date on all outstanding Bonds;
(2) the amount necessary for the payment of the principal
of the Bonds payable on such interest payment date at maturity or
upon extraordinary or mandatory sinking fund redemption prior to
maturity, if any;
(3) the amount necessary for the payment of paying agent
and bond registrar fees then due;
(4) the amount necessary to make any arbitrage rebate
payment due the United States under Section 148(f) of the Internal
Revenue Code of 1986, as amended (the "Code "); and
(5) the Surplus Tax Collections necessary for the
mandatory redemption of Bonds on such interest payment date, if
any.
Section 13. Notwithstanding any provisions of this
Ordinance, and subject to applicable unclaimed property laws, any
money deposited with the paying agent in trust for the payment of
principal of or interest on the Bonds remaining unclaimed for three
years after the payment thereof shall be paid to the City,
whereupon all liability of the paying agent with respect to such
money shall cease, and the holders of the Bonds shall thereafter
look solely to the City for payment of any amounts then due. All
moneys held by the paying agent and subject to this Section shall
be held uninvested and without liability for interest thereon.
Section 14. Moneys in the Bond Fund shall be considered
trust funds and shall, to the extent not insured, be secured in the
manner required or permitted by State or other applicable law.
Subject to the foregoing requirements as to security, the City may
deposit such moneys with any depository which is authorized to
receive and secure them as aforesaid and the deposits of which are
insured by the Federal Deposit Insurance Corporation. All security
for deposits shall be perfected in such manner as may be required
or permitted under applicable law in order to grant to the City a
perfected security interest in such deposits.
16
9
Section 15. In addition to any other covenants and
agreements of the City contained in this Ordinance, the City
further covenants and agrees with the Bondholders as follows:
(a) The City will pay all principal of and interest on
the Bonds or cause them to be paid, solely from the sources
provided herein, on the dates, at the places, and in the manner
provided in this Ordinance.
(b) The City will use due diligence in causing the
collection of the Special Tax.
(c) At reasonable times and under reasonable regulations
established by the bond registrar, the bond register may be
inspected and copied by or delivered to the holders of 25% or more
in principal amount of any of the Bonds then outstanding or a
designated representative thereof.
(d) The City will take, or require to be taken, all
actions that may be required of the City for the interest on the
Bonds to be and remain excludable from the gross income for federal
income tax purposes and will not take or authorize to be taken any
actions that would adversely affect that exclusion under the
provisions of the Code.
(e) The City will not make any investment or other use of
the proceeds of the Bonds which would cause the Bonds to be
"arbitrage bonds" as that term is defined in section 148(a) of the
Code and any applicable Internal Revenue Service Regulations
promulgated thereunder, and that it will comply with the
requirements of the Code and such regulations throughout the term
of the Bonds.
(f) The City covenants that it will not use or permit
the use of the improvements financed by the Bonds or the proceeds
of the Bonds, in such manner as to cause the Bonds to be "private
activity bonds" within the meaning of Section 141 of the Code.
(g) The City covenants that it will not reimburse itself
from Bond proceeds for any costs paid prior to the date the Bonds
are issued except in compliance with United States Treasury
Regulation No. 1.150 -2 (the "Regulation "). This Ordinance shall
constitute an "official intent" for the purpose of the Regulation.
(h) The City covenants that it will, in compliance with
the requirements of Section 148(f) of the Code, pay with moneys in
the Bond Fund or in the Issuance and Reserve Fund (as hereinafter
defined) to the United States Government in accordance with the
requirements of Section 148(f) of the Code, from time to time, an
amount equal to the sum of (1) the excess of (A) the amount earned
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0 0
on all Non - purpose Investments (as therein defined) attributable to
the Bonds, other than investments attributable to such excess over
(B) the amount which would have been earned if such Non - purpose
Investments attributable to the Bonds were invested at a rate equal
to the Yield (as defined in the Code) on the Bonds, plus (2) any
income attributable to the excess described in (1) , subject to the
exceptions set forth in Section 148 of the Code. The City further
covenants that in order to assure compliance with its covenants
herein, it will employ a qualified consultant to advise the City in
making the determination required to comply with this subsection
(h). Anything herein to the contrary notwithstanding this
provision may be modified or rescinded if in the opinion of Bond
Counsel such modification or rescission will not affect the
tax - exempt status of the Bonds for federal income tax purposes.
(i) 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. The City further 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 Bonds are
issued, a statement concerning the Bonds which contains the
information required by Section 149(e) of the Code.
Section 16. The bond registrar and paying agent for the
Bonds shall each be responsible only for the exercise of good faith
and reasonable prudence in the execution of its trust. The
recitals in this Ordinance and in the face of the bonds are the
recitals of the City and not of the bond registrar or paying agent.
The bond registrar and paying agent shall be a
corporation or banking association organized and doing business
under the laws of the United States of America or of any state,
authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $25,000,000, and
subject to supervision or examination by federal or state banking
authority. If such corporation or banking association publishes
reports of condition at least annually, pursuant to law or the
requirements of any supervising or examining authority above
referred to, then for purposes of this Section the combined capital
and surplus of such corporation or banking association shall be
deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the
bond registrar and paying agent shall cease to be eligible in
accordance with the provisions of this Section, such failure shall
ipso facto be deemed a resignation.
The bond registrar will maintain books for the
registration and transfer of ownership of the Bonds. Except as
otherwise provided herein and in the Bonds, (a) the principal of
ES=
0 9
all Bonds, payable either at maturity or upon redemption prior to
maturity, shall be paid upon surrender of the bond at the corporate
trust office of the paying agent and (b) the interest shall be paid
by check or draft drawn on the paying agent and mailed to each
registered owner at the address shown on the registration books.
The bond registrar and paying agent may resign by giving
notice in writing to the City Clerk. Such resignation shall be
effective upon the appointment of a successor bond registrar and
paying agent by the City and acceptance of appointment by the
successor. If the City fails to appoint a successor within 30 days
of receiving notice of resignation, the bond registrar and paying
agent may apply to a court of competent jurisdiction for
appointment of a successor.
The owners of a majority in aggregate principal amount of
outstanding Bonds may at any time, with or without cause, remove
the bond registrar and paying agent and appoint a successor. The
City shall give notice in writing to the owners of outstanding
bonds of any resignation, removal, or appointment of a successor
bond registrar and paying agent.
The bond registrar and paying agent shall each be
entitled to reasonable compensation for its services hereunder.
Section 17. The institution so designated in the bond
form in Section 5 hereof shall be the original bond registrar and
paying agent for the Bonds. The original bond registrar and paying
agent and any successor shall file a written acceptance and
agreement to execute the trust imposed upon it by this Ordinance,
but only upon the terms and conditions set forth in this Ordinance,
and subject to the provisions of this Ordinance, to all of which
the respective owners of the Bonds agree. Such written acceptance
shall be filed with the City Clerk and a copy therein shall be
placed in the bond transcript. Any successor shall have all the
powers herein granted to the original bond registrar and paying
agent.
Section 18. The Bonds herein authorized shall be
delivered to the bond registrar, which shall authenticate and
deliver them to or at the direction of the Underwriters, upon
payment in Federal Reserve funds of the Purchase Price. The
Purchase Price shall be disbursed to the City for use as follows:
(a) There shall be credited to the Bond Fund the sum of
$1,980,785.19 which will be used to pay interest on the Bonds due
October 1, 2004.
(b) The sum of $470,176.21 shall be credited to the
Issuance and Reserve Fund (as hereinafter defined) for payment of
0 9
the expenses of issuing and insuring the Bonds. When all such
expenses have been paid, this fact shall be evidenced by a
certificate signed by the Mayor, which certificate shall state,
among other things, that all costs of issuance have been paid. A
copy of the certificate shall be filed with the Finance Director
and Treasurer of the City, and upon receipt thereof, the Finance
Director and Treasurer shall transfer any remaining balance of the
Purchase Price credited to the Issuance and Reserve Fund to the
Bond Fund to be used to redeem Bonds on the first available date.
(c) Proceeds of the Bonds, in the amounts listed below,
necessary to finance the Street Improvements, the Drainage
Improvements, the Park and Recreational Improvements, the Police
Department Improvements, the Fire Department Improvements, the
Police, Fire and Emergency Communications Improvements, the School
Area Pedestrian Safety Improvements, the Animal Services
Improvements and the Robinson and Statehouse Convention Centers
Improvements (collectively, the 112004 Capital Improvements ") shall
be credited to ten separate funds hereby created and designated as
follows (collectively, the "Improvement Funds "):
(i) Street Improvement Fund - $24,865,000;
(ii) Drainage Improvement Fund - $4,120,000;
(iii) Park and Recreational Improvement Fund -
$9,200,000;
(iv) Police Department Improvement Fund -
$850,000;
(v)
Fire Department
Improvement Fund -
$11,175,000;
(vi)
Police, Fire and
Emergency Communications
Improvement Fund -
$10,925,000;
(vii)
Robinson and Statehouse Convention Centers
Improvement Fund -
$1,000,000;
(viii)
School Area Pedestrian
Safety Improvement
Fund - $1,065,000;
(ix)
Animal Services
Improvement Fund -
$1,200,000; and
(x) Zoo Improvement Fund - $4,600,000.
Moneys allocated to each fund shall be expended to
accomplish the purpose for which the fund was created (e.g. moneys
�d1]
in the Street Improvement Fund will be used to accomplish the
Street Improvements). Moneys in the Zoo Improvement Fund will be
used to make renovations and improvements to the Little Rock Zoo,
which are part of the Park and Recreational Improvements.
(d) Earnings from investments on any of the Improvement
Funds shall be deposited into a separate fund hereby created and
designated 112004 Issuance and Reserve Fund" (the "Issuance and
Reserve Fund "). Moneys credited to the Issuance and Reserve Fund
shall be expended as follows: (i) up to $470,176.21 for expenses
of issuing and insuring the Bonds and (ii) the remaining amount,
and interest earnings on moneys in the Issuance and Reserve Fund,
for any of the 2004 Capital Improvements, at such times and in such
amounts as hereafter designated by the Board of Directors of the
City. The Board of Directors will not be obligated to expend moneys
in the Issuance and Reserve Fund representing interest earnings
proportionately.
(e) When all expenditures properly payable from any fund
created by this Section 18 have been paid, that fund shall be
closed and any balance credited to the Bond Fund.
Section 19. All receipts from the 2001 Bond Tax not used
for retirement of the 2001 Bonds, including penalties and interest
payable with respect thereto and all payments received by the City
from the State of Arkansas in lieu thereof under Amendment No. 79
to the Arkansas Constitution hereafter received, are appropriated
for and shall be deposited into the Bond Fund and used to pay debt
service on the Bonds.
Section 20. Moneys in the funds created hereby shall be
invested in Eligible Investments which shall mature, or be subject
to repurchase, withdrawal without penalty, or redemption at the
option of the holder, on or before the dates on which the amounts
invested are reasonably expected to be needed for the purposes
hereof.
"Eligible Investments" means any of the securities that
are at the time legal for investment of City funds pursuant to
Resolution No. 10,609 of the City and Arkansas Code Annotated (2003
Supp.) § 14 -58 -309, as each may be amended from time to time.
Earnings on moneys in the Bond Fund may be used by the
City for any municipal purpose.
Section 21. 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
21
terms and provisions contained in this Section and not otherwise,
the owners of not less than 75% 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 Bonds over any other Bond or Bonds, or (e) a reduction in the
aggregate principal amount of the Bonds required for such consent.
The City may from time to time and at any time adopt an ordinance
supplemental hereto, without the consent of or notice to any
Bondholder, (i) to amend, modify, alter, or replace the Letter of
Representations or other provisions relating to book entry bonds or
(ii) to cure any ambiguity, defect or omission in this Ordinance or
any amendment hereto.
Section 22. When all of the Bonds shall have been paid
or deemed paid, the pledge in favor of the Bonds shall be
discharged and satisfied. A Bond shall be deemed paid when there
shall have been deposited in trust with the bond registrar and
paying agent, as escrow agent under an escrow deposit agreement
requiring the escrow agent to apply the proceeds of the deposit to
pay the principal of and interest on the Bond as due at maturity or
upon redemption prior to maturity, moneys or Government Securities
sufficient to pay when due the principal of and interest on the
Bond. If the principal of the Bond is to become due by redemption
prior to maturity, notice of such redemption must have been duly
given or provided for. "Government Securities" shall mean direct
or fully guaranteed obligations of the United States of America,
noncallable, maturing on or prior to the maturity or redemption
date of the Bond deemed paid. In determining the sufficiency of a
deposit there shall be considered the principal amount of such
Government Securities and interest to be earned thereon until their
maturity.
Section 23. The provisions of this Ordinance are
separable and in the event that any section or part hereof shall be
held to be invalid, such invalidity shall not affect the remainder
of this Ordinance.
Section 24. All ordinances and resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
22
Section 25. It is hereby ascertained and declared that
the improvements to be financed by the Bonds are immediately needed
for the preservation of the public peace, health and safety and to
remove existing hazards thereto. Such improvements cannot be
accomplished without the issuance of the Bonds, which cannot be
sold at the interest rates specified herein 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.
ADOPTED: December 16, 2003.
ATTEST:
Na cy Woo , City Cle k
Approved as to form:
APPROVED:
By
m Dailey, Mayor
0U�ty Thomas M. Carpentertorney
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CERTIFICATE
The undersigned, City Clerk of the City of Little Rock,
Arkansas (the "City ") , hereby certifies that the foregoing pages
are a true and perfect copy of Ordinance No. 19,005, adopted at a
regular session of the Board of Directors of the City, held at the
regular meeting place in the City at 6:00 o'clock p.m., on the 16th
day of December, 2003, and that the Ordinance is of record in
Ordinance Record Book No. , Page , now in my possession.
GIVEN under my hand and seal on this day of
December, 2003.
M NO 102
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(SEAL)
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