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12548RESOLUTION NO. 129548 • RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO • REPAYMENT AGREEMENT WITH THE ADVERTISING AND PROMOTION COMMISSION OF LITTLE ROCK, ARKANSAS WHEREAS, the Advertising and Promotion Commission of Little Rock, Arkansas ( "Commission ") desires to undertake a HVAC project in the Statehouse Convention Center to convert and replace the boiler system to a non -steam continuous loop system with a boiler management system pursuant to a Trane PACT Agreement entered into by the Commission and Trane to achieve certain cost savings over the life of the system; and WHEREAS, the City of Little Rock ( "City ") has an interest in the improvement of the Statehouse Convention Center; and WHEREAS, the City has the authority to issue temporary notes for this project, and WHEREAS, the Commission has the authority and desire to use non -tax revenues to repay the City for all the annual principal and interest on the temporary notes, and WHEREAS, the City has taken the appropriate actions to issue $1,372,000 of temporary notes for the HVAC project based upon the Commission's intent to repay the City for all the annual principal and interest on the temporary notes. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS, THAT: SECTION 1. The City Manager is authorized to enter a Repayment Agreement between the City and the Commission for the full payment of annual principal and interest on the 2007B temporary notes ($1,372,000 issue). SECTION 2. This Resolution shall be effective from and after the date of its adoption. Adopted: July 17, 2007. ATTEST: Main' Wood, ity Clerk APPROVED AS TO FORM: Thomas M. Carpenter, Cit ttom- ey, APPROVE Mark Stodola, Mayor REGISTERED No. 2007 -B -R -1 Exhibit A REGISTERED **1,372,000** UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF LITTLE ROCK TAXABLE GENERAL REVENUES NOTE, SERIES 2007 -B REGISTERED OWNER: Bank of America, N.A. ADDRESS OF REGISTERED OWNER: 200 West Capitol Avenue, Little Rock, AR 72201 PRINCIPAL AMOUNT: One Million, Three Hundred Seventy -two Thousand Dollars INTEREST RATE: 6.2350 KNOW ALL MEN BY THESE PRESENTS: That the City of Little Rock, Arkansas (the "City ") , hereby acknowledges itself to owe, and for value received promises to pay to the order of the Registered Owner hereof, or registered assigns, in lawful money of the United States of America, the Principal Amount hereof, and to pay in like coin or currency interest on the unpaid balance at the Interest Rate per annum from the date hereof, calculated on the basis of the actual number of days elapsed in a year of 365 days (366 days in a leap year). The said principal and interest shall be payable in annual installments in the amount of $327,792.85 commencing on July 19, 2008 and on the same day of each year thereafter until principal and interest are fully paid, except that the final installment on the entire indebtedness evidenced hereby, if not sooner paid, shall be due and payable five years from the date of this note. Payments of the principal and interest installments due hereon shall be made, except for final payment, without presentation and surrender of this note, directly to the registered owner at its address shown on the registration book of the City maintained by the City Clerk as Registrar, and such payments shall fully discharge the obligations of the City to the extent of the payments so made. This note is issued for the purpose of acquiring, constructing, installing, or renting real property or tangible personal property having an expected useful life of more than one year under and pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Section 2 of Amendment 78 to the Constitution of the State of Arkansas, and pursuant to an ordinance of the Board of Directors of the City duly adopted on March 20, 2007, and a resolution adopted on June 5, 2007 (collectively, the "Authorizing Ordinance "). Reference is hereby made to the Authorizing Ordinance for the details of the nature and extent of the security and of the rights and obligations of the City and the registered owner of this note. The punctual payment of this note and all interest hereon, when and as the same become due and payable, shall be paid from and charged against the general revenues of the City. This note may be transferred, in whole but not in part, only upon the registration books of the City maintained by the City Clerk, and upon assignment the assignor shall promptly notify the City Clerk by registered mail, and the assignee shall surrender this note to the City Clerk for transfer on the registration books. Every assignee shall take this note subject to all payments and prepayments of principal and interest (as reflected by the payment record maintained by the City Clerk), prior to such surrender for transfer. This note is subject to prepayment, in lawful money of the United States of America, at the option of the City, on notice as hereinafter set out, in whole or in part, in inverse order of installments of maturity, at par plus accrued interest, on any date out of any available funds. Notice of prepayment shall be given by first class mail by the City Clerk at least 30 but not more than 60 days prior to the date fixed for redemption to the registered owner at the address shown on the registration books. No recourse shall be had for the payment of the principal of or interest on this note or for any claim based thereon or upon any obligation, covenant, or agreement contained in this note or the Authorizing Ordinance against any past, present, or future alderman, director, official, officer, commissioner, or employee of the City, or any incorporator, member, commissioner, director, alderman, trustee, official, officer, or employee of any successor of the City, as such, either directly or through the City or any successor of the City, under any rule of law or equity, statute, or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, member, commissioner, director, alderman, trustee, official, officer, or employee as such is hereby expressly waived and released as a condition of and consideration for the issuance of this note. This note is issued with the intent that the laws of the State of Arkansas will govern its construction. This note shall not become a valid obligation of the City until the Certificate hereto has been duly executed by the Finance Director of the City. IT IS HEREBY CERTIFIED, RECITED, and DECLARED that all acts, conditions, and things required by the Constitution and laws of the State of Arkansas to exist, happen, and be performed precedent to and in the issuance of this note have existed, have happened, and have been performed in due time, form, and manner, as required by law; that the general revenues of the City will be used for the payment of the principal of and interest on this note; and that the indebtedness represented by this note does not exceed any constitutional or statutory limitation. [The balance of this page left blank intentionally.] IN WITNESS WHEREOF, the City of Little Rock, Arkansas, by its Board of Directors, has caused this note to be signed by the Mayor and City Clerk thereof and sealed with the corporate seal of said City, all as of July 19, 2007. ATTEST: [SEAL] CITY OF LITTLE ROCK, ARKANSAS City Clerk FINANCE DIRECTOR'S CERTIFICATE Mayor Certified to be the Note mentioned and described herein. Finance Director FORM OF ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Please Print or Typewrite Name, Address, and Social Security Number or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney, to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed By: Exhibit B Schedule of Payments to City of Little Rock Date July 17, 2008 July 16, 2009 July 16, 2010 July 15, 2011 July 17, 2012 Principal $242,248.65 $257,352.85 $273,398,80 $290,445.22 $308,554.48 Interest $ 85,544.20 $ 70,440.00 $ 54,394.05 $ 37,347.63 $ 19,238.37 Total $327,792.85 $327,792.85 $327,792.85 $327,792.85 $327,792.85