19760ORDINANCE NO. 19,760
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
CAPITAL IMPROVEMENT REVENUE REFUNDING BONDS FOR THE
PURPOSE OF ADVANCE REFUNDING THE CITY'S CAPITAL
IMPROVEMENT REVENUE BONDS (INFRASTRUCTURE
IMPROVEMENTS) SERIES 1998A; PROVIDING FOR THE PAYMENT
OF THE PRINCIPAL OF AND INTEREST ON THE BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF AN
AMENDED, RESTATED AND SUBSTITUTED MASTER TRUST
INDENTURE AND A SUPPLEMENTAL TRUST INDENTURE; AND
PRESCRIBING OTHER MATTERS RELATING THERETO; AND
DECLARING AN EMERGENCY.
WHEREAS, the City of Little Rock ("City"), acting through the Board of Directors of the
City, has determined that it may achieve interest cost savings and other good and valuable
benefits by refunding the City's outstanding Capital Improvement Revenue Bonds (Infrastructure
Improvements) Series 1998A (the "Bonds Refunded "); and
WHEREAS, the City is authorized and empowered under the laws of the State of
Arkansas, including particularly Arkansas Code Annotated Title 14, Chapter 164, Subchapter 4,
as amended (the "Act "), to issue revenue refunding bonds for the purpose of advance refunding
the Bonds Refunded; and
WHEREAS, in order to accomplish the advance refunding of the Bonds Refunded, the
City intends to issue its Capital Improvement Revenue Refunding Bonds Series 2007 in the
aggregate principal amount of $13,350,000 (the "Bonds ") in one or more series, and from time
to time, pursuant to the provisions of the Act and the Trust Indenture hereinafter described; and
WHEREAS, the City will pledge its franchise fees charged to public utilities for the
privilege of using the City's streets and rights -of -way pursuant to the authority contained in
Arkansas Code Annotated Title 14, Chapter 200, as more specifically defined hereinafter, to
secure the payment of the principal of and interest on the Bonds.
NOW THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little
Rock, Arkansas:
Section I. The refunding of the Bonds Refunded is hereby authorized and approved.
Section 2. Under the authority of the Constitution and laws of the State of Arkansas,
including particularly Arkansas Code Annotated Title 14, Chapter 164, Subchapter 4, the Bonds
are hereby authorized and ordered sold and issued in the total principal amount of $13,350,000.
The Bonds shall bear interest, and shall mature and be subject to sinking fund redemption in the
amounts and on the dates set forth in Addendum A attached hereto and made a part hereof. The
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Bonds shall not be general obligations of the City, but shall be special obligations payable solely
from revenues received by the City from all franchise fees charged to public utilities for the
privilege of using the City's streets and rights -of -way pursuant to the authority contained in
Arkansas Code Annotated Title 14, Chapter 200 specifically including, but not limited to, all
interest, profits or other income derived from the investment of any moneys (the "Pledged
Revenues ") held pursuant to the Amended, Restated and Substituted Master Trust Indenture and
the Supplemental Trust Indenture (collectively, the "Trust Indenture "). Pledged Revenues not
needed to pay debt service on the Bonds or the City's Capital Improvement Junior Lien Revenue
Bonds (Johnson Controls Project) Series 2002 (the "Subordinate Bonds"), may be released from
the lien of the Trust Indenture and used by the City for any lawful purpose, at the times and in
the manner provided in the Trust Indenture.
Section 3. The issuance of the Bonds is hereby authorized for the purposes of (i) advance
refunding the Bonds Refunded; (ii) to fund the Debt Service Reserve Fund (as established in the
Trust Indenture), and (iii) to pay the costs of issuance of the Bonds, including payment of the
premium for municipal bond insurance. The Bonds will be subject to redemption in accordance
with the provisions of the Trust Indenture.
Section 4. The sale of the Bonds. to Morgan Keegan & Company, Inc. pursuant to a Bond
Purchase Agreement in the form submitted to the meeting at which this Ordinance is adopted (the
"Bond Purchase Agreement "), is hereby ratified and approved. All actions heretofore taken by
the Mayor, City Clerk, and Director of Finance in connection with the offering of the Bonds,
including the preparation of the Preliminary Official Statement, preparation of the Trust
Indenture, and preparation of this Ordinance (the "Authorizing Ordinance ") are hereby in all
respects ratified and approved. The Mayor is hereby authorized and directed to take such action,
at such time, with respect to the Preliminary Official Statement as is necessary to cause the
Preliminary Official Statement to be deemed final for purposes of the Securities and Exchange
Commission Rule 15(c)2 -12. The Official Statement of the City in the form presented at this
meeting with such changes, omissions, insertions and revisions as the Mayor, City Clerk, and
Finance Director shall deem advisable is hereby authorized and approved and the Mayor or
Finance Director shall sign and deliver the final Official Statement for distribution to the owners
of the Bonds and other interested persons.
Section 5. Metropolitan National Bank, Little Rock, Arkansas is hereby appointed to
serve as Trustee for the Bonds (the "Trustee ").
Section 6. To prescribe the terms and conditions upon which the Bonds are to be
executed, accepted, held and secured, the Mayor is hereby authorized and directed to execute an
Amended, Restated and Substituted Master Trust Indenture and a Supplemental Trust Indenture,
each dated as of July 1, 2007 (together, the "Trust Indenture "), by and between the City and the
Trustee, and the City Clerk is hereby authorized and directed to acknowledge the Trust Indenture
and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and
directed to cause the Trust Indenture to be accepted, executed and acknowledged by the Trustee.
The Trust Indenture is hereby approved in substantially the form submitted to this meeting, with
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such changes, omissions, insertions and revisions as the Mayor, City Clerk, and Finance
Director shall deem advisable, the execution and delivery by the Mayor and City Clerk of such
Trust Indenture to constitute conclusive evidence of the City's acceptance and approval thereof.
Section 7. The Mayor, the City Clerk and the Finance Director, for and on behalf of the
City, are authorized and directed to do any and all things necessary to effect the preparation,
execution and delivery of the Trust Indenture, the performance of all obligations of the City
under the Trust Indenture, the issuance, execution, sale and delivery of the Bonds, the use of a
portion of the proceeds from the Bonds to refund the Bonds Refunded and the performance of all
acts enumerated in this Ordinance and all other acts of whatever nature necessary to effect and
carry out the authority conferred by this Ordinance. The Mayor, City Clerk, and the Finance
Director are further authorized and directed, for and on behalf of the City, to execute' all papers,
documents, certificates and other instruments that may be required for the carrying out of such
authority or to evidence the exercise thereof.
Section 8. The appointments of Wright, Lindsey & Jennings LLP, as Bond Counsel, and
Morgan Keegan & Company, Inc., as Underwriter, are hereby approved and ratified.
Section 9. It is hereby found and declared that an immediate need exists for the advance
refunding of the Bonds Refunded in order to achieve interest cost savings and other good and
valuable benefits for the City. It is, therefore, declared that an emergency exists. This
Ordinance, being necessary for the immediate preservation of the public peace, health and safety,
shall take effect and be in force from and after its passage.
PASSED: June 12, 2007
ATTEST:
NA�CY WO CITY CLERK
APP OVED AS TO FORM
THOMAS M. CARPENTER
CITY ATTORNEY
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APPRO '
�f
MARK STODOLA, MAYOR
CERTIFICATE
I, the undersigned City Clerk of the City of Little Rock, Arkansas, certify that the
foregoing is a true and correct copy of Ordinance No. 19,760, adopted by the Board of Directors
at the City on June 12, 2007, and that the Ordinance is of record in the official records of the
City in my custody.
Given under my hand and seal this day of June, 2007.
G�
Nan 4 Wood, ity Clerk
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ADDENDUM A
Schedule of Maturities
October 1 of
the Year
Principal Amount
Interest Rate
2007
$ 2001000
4.000%
2008
87000
4.000
2009
900,000
4.000
2010
940,000
4.000
2011
980,000
4.000
2012
1,015,000
4.250
2013
1,0557000
4.250
2014
1,1057000
4.250
2015
1,1507000
4.250
2016
19200,000
5.000
2017
1, 260, 000
5.000
2018
1,3259000
4.250
2019
1,3509000
4.375
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