14093ORDINANCE NO. 14,093
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
TEMPORARY TOURISM REVENUE REFUNDING BONDS;
PRESCRIBING OTHER MATTERS RELATING THERETO;
AND DECLARING AN EMERGENCY.
WHEREAS, the City of Little Rock, Arkansas (the "City ")
is authorized, pursuant to Act No. 380 of the Acts of Arkansas of
1971, as amended, (the "Act ") to own, acquire, construct,
reconstruct, extend, equip, improve, operate, maintain, sell,
lease, contract concerning, or otherwise deal in or dispose of any
lands, buildings, improvements or facilities of any and every
nature whatever necessary or desirable for the securing and
developing of tourism; and
WHEREAS, in 1977 the City Advertising and Promotion
Commission of the City of Little Rock, Arkansas (the
"Commission "), has, in cooperation with the Board of Directors
(the "Board ") of the City, formulated plans for a proposed
convention /meeting hall and sports arena (the "Megaplex Project ")
to be located in the downtown area of the City; and
WHEREAS, to finance the acquisition of a portion of the
site for the Megaplex Project, being the real property formerly
owned by Commonwealth Federal Savings & Loan Association and
located at Fourth and Spring Streets in the City ( the "Property ") ,
the City issued and sold its $1,100,000 City of Little Rock,
Arkansas Tourism Revenue Bonds (Megaplex Project), dated
August 1, 1977 (the "1977 Bonds "); and
WHEREAS, the 1977 Bonds matured August 1, 1979, and
were refinanced by the issuance of the City's $1,100,000 City of
Little Rock, Arkansas Tourism Revenue Refunding Bonds (Series
1979), dated August 1, 1979, and maturing August 1, 1981 (the
"1979 Bonds "); and
WHEREAS, after acquisition of the Property it was
determined by the Board and the Commission not to go forward with
the Megaplex Project, and that the Property was surplus to the
City' s needs and should be sold; and
WHEREAS, the City has undertaken the construction and
acquisition of a convention center project, which is being
financed from the proceeds of the City's $27,375,000 Hotel and
Restaurant Gross Receipts Tax Bonds (Little Rock Convention
Center Project) Series 1980 (the "Convention Center Bonds "); and
WHEREAS, upon issuance of the Convention Center Bonds
$200, 000 of the proceeds thereof were used to pay a portion of the
principal of the 1979 Bonds, with the expectation that the City
would sell the Property prior to maturity of the 1979 Bonds for a
price sufficient to retire the remaining 1979 Bonds, but no sale
of the property has yet been consummated; and
WHEREAS, the owners of the 1979 Bonds are Union National
Bank of Little Rock, Metropolitan National Bank, The Twin City
Bank, The First National Bank in Little Rock, First American
National Bank, Pulaski Bank & Trust Company, and Worthen Bank &
Trust Company, N.A.; and
WHEREAS, the necessary arrangements have been made with
the owners of the 1979 Bonds and with Commercial National Bank of
Little rock (collectively the "Banks ") for the issuance by the
City of its $900,000 City of Little Rock, Arkansas Tourism Revenue
Refunding Bonds (Commonwealth Project), Series 1981, dated
August 1, 1981 (the "1981 Bonds ") and the exchange of the 1981
Bonds for the 1979 Bonds;
NOW, THEREFORE, BE IT ORDAINED by the Board of Directors
of the City of Little Rock, Arkansas:
Section 1. That the issuance of the 1981 Bonds and the
exchange of the 1981 Bonds for the 1979 Bonds in accordance with
the terms of a Bond Purchase Agreement dated as of August 1, 1981,
among the City, the Commission and the Banks (the "Bond Purchase
Agreement ") is hereby authorized and directed. The Bond Purchase
Agreement is approved in substantially the form presented to this
meeting and a copy thereof shall be included in the minutes of this
meeting. The City Manager, Mayor and City Clerk are hereby
authorized to take all action and to execute all instruments
necessary or desirable in connection with the issuance of the 1981
Bonds and their exchange for the 1979 Bonds.
Section 2. That under the authority of the
Constitution and laws of the State of Arkansas, including
particularly the Act, the 1981 Bonds are hereby authorized and
ordered issued. The 1981 Bonds shall mature August 1, 1983, and
bear interest at the rate of 8% per annum for the first year and at
the rate of 9% per annum for the second year. Interest shall be
payable February 1, 1982, and semiannually thereafter on each
August 1 and February 1.
The 1981 Bonds shall be issued as fully registered bonds
(registered as to principal and interest), and principal and
interest shall be paid by check mailed by first class mail to the
registered owner at the address reflected on the registration
books of the City maintained by the Trustee. They shall be in any
denomination which is a multiple of $5,000 and shall be numbered
consequentively from R -1 upwards. The 1981 Bonds shall be in
2
typewritten form and any 1981 Bond may be ec a re 981 at any time
days upon not less than thirty (30) y
smaller denominations (which must be in multiples of $5,000) such
any expenses necessarily the uregasterconnection owner requesting the
exchange to be paid by
exchange.
Section 3. The 1981 Bonds shall be executed on behalf
of the City by the Mayor and City Clerk and shall have impressed
thereon the seal of the City. The interest on the 1981 Bonds shall
be payable solely out of the Tourism Revenue Refunding Bond Fund,
Series 1981 (hereinafter created) and shall be a valid claim of
the 1981 Bondholders only against that such Fund and the revenues
pledged to such Fund. The 1981 Bonds shall be additionally
secured by a mortgage lien on the Property and the Mayor and City
Clerk are authorized and directed to execute and deliver to Union
National Bank of Little Rock (the "Trustee "), as trustee for the
holders of the 1981 Bonds, an appropriate instrument to create the
lien. The City covenants (i) to pursue diligently the sale of the
Property and to apply the sale proceeds to the payment of the 1981
Bonds, and (ii) if the Property is not sold prior to maturity, to
the extent feasible to issue bonds on or before the maturity date
to provide for the refunding of the 1981 Bonds. The 1981 Bonds and
the interest thereon shall not constitute an indebtedness of the
City within any constitutional or statutory limitation.
Section 4. The 1981 Bonds shall be in substantially the
following form
todm ke Mallr re
and City citals and lerk authorized
contained
and direct
therein:
3
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF PULASKI
CITY OF LITTLE ROCK, ARKANSAS
TOURISM REVENUE REFUNDING BOND
(COMMONWEALTH PROJECT)
SERIES 1981
No. R-
KNOW ALL MEN BY THESE PRESENTS:
That the City of Little Rock, County of Pulaski, and
State of Arkansas (the "City "), acknowledges itself to owe and,
for value received, hereby promises to pay to
or assigns (the "registered owner ") on the
first day of August, 1983, the principal sum of
DOLLARS
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 debts due
the United States of America, and to pay interest on the principal
sum hereof outstanding, from time to time, in like coin or
currency, at the rate of eight percent (8%) per annum from the date
hereof until August 1, 1982, and thereafter until paid at the rate
of nine percent (9%) per annum. Interest is payable on
February 1, 1982, and semiannually thereafter on each August 1
and February 1. Payments of principal and interest, including
redemption of principal as hereinafter provided, shall be made by
check mailed by first class mail to the registered owner hereof at
his address on the registration book of the City maintained by the
Trustee. Each payment shall be noted on a Payment Record
maintained by the Trustee, and all such payments shall fully
discharge the obligation of the City hereon to the extent of the
payments so made. The registered owner may present this bond to
the Trustee at any time for verification and completion of the
Payment Record attached hereto. Upon final payment of principal
and interest, this bond shall be submitted to the Trustee for
cancellation and surrender to the City. The Trustee of this bond
is Union National Bank of Little Rock, Little Rock, Arkansas.
This bond is one of an issue of bonds authorized in the
aggregate principal amount of $900,000 (the "Bonds ") being issued
for the purpose of financing the costs of refunding the City's
Tourism Revenue Refunding Bonds, Series 1979, dated August 1,
1979 ( the "Prior Issue ") . The bonds of the Prior Issue were issued
to refinance the costs of acquiring certain real property in the
City (the "Property ").
The Bonds are issued pursuant to and in full compliance
with the Constitution and laws of the State of Arkansas, including
particularly Act No. 380 of the Acts of Arkansas of 1971, as
amended, and pursuant to Ordinance No. of the City, adopted
and approved on the day of 1 1981 (the
"Authorizing Ordinance "), and the Bonds do not constitute an
indebtedness of the City within any constitutional or statutory
limitation. The Bonds are not general obligations of the City,
but are special obligations the interest on wich is
derived
payable
solely from revenues derived from a pledge of (1) revenues
of revenues
from the operation of the Property and (2) amount
derived from the City's 2% gross receipts tax on hotel and motel
accommodations and on restaurants, cafes, cafeterias and other
establishments levied pursuant to the authority of Act No. 185 of
the Acts of Arkansas of of revenues from such gross
subordinate to the pledge receipts tax
delivered
under a trust indenture Commercial National Natdional Bank of Little Rock, as trustee
by the City to Comm
for the holders of the City's $27,375,000 City of Little Rock,
Arkansas Hotel and Restaurant Gross Series 1980tsdatedB Tax September le
Rock Convention Center Project)
1980, necessary, together with revenues derived from the
Property, to insure the prompt payment of the interest on the
Bonds in accordance with the provisions such r enue specified sufficient tto
Authorizing Ordinance. An am
pay the interest on the Bonds is to be set aside in a sp ecial fund
Bond
for that purpose identified as the Tou trim Re Revenue Refunding Bo Boe)
Fund, Series 1981 Bonds (created by
"Bond The City covenants that sell the Property for
(the Bond
maturity date of the Bonds ii will le sale proceeds to the retirement
a sufficient price and apply issue additional bonds to
of the Bonds, or (ii) if feasible, The Bonds are further
provide for the refunding of the Bonds.
secured by a mortgag
e lien on the Property. Reference is hereby
made to the Authorizing Ordinance for a detailed statement oft e
nature and extent of the security, the rights
and obligations of
the City, the Trustee and the r igh the the are if
ssuedbonds, an
the terms and conditions upon wh
of the Bonds shall be subject to
The P rincipal at the option of the City, in any
redemption prior to maturity, rice of par and accrued interest,
amount without penalty, at a pat at any time. Moneys to ilable the
from funds from any lied proportionately
redemption shall be applied redemption, the
outstanding Bonds. In the event of a p
holder shall surrender this Bond to the Trustee for notrinci al
the Payment Record attached hereto of the amount of p P
redeemed.
1.1
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all
acts, conditions and things required to exist, happen and to be
performed precedent to and in the issuance of the Bonds, have
existed, have happened and have been performed in due time, form
and manner, as required by law; and that the indebtedness
represented by the Bonds does not exceed any constitutional or
statutory limitation.
This Bond shall not be valid 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 in its name by the Mayor and
City Clerk, and its seal to be affixed, all as of the first day of
August, 1981.
ATTEST:
City Clerk
(SEAL)
CITY OF LITTLE ROCK, ARKANSAS
By
Mayor
1.1
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within
mentioned Ordinance.
ASSIGNMENT
For value received,
below sells, conveys, transfers,
the assignee last listed below.
REGISTERED OWNER
UNION NATIONAL BANK OF
LITTLE ROCK
Little Rock, Arkansas
By
Authorized Signature
the registered owner last listed
assigns and delivers this Bond to
ASSIGNEE
iA
Payment
Date
February 1,
1982
August 1,
1982
February 1,
1983
August 1,
1983
PAYMENT RECORD
Principal
Principal Balance Interest Signature of
Pavment Due Pavment Trustee
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Section 5. From and after delivery of the 1981 Bonds
the Property shall be continuously operated as a revenue producing
undertaking.
Section 6. Commonwealth Revenue Fund. All revenues
derived from the operation of the Property shall be paid into a
special fund, which is hereby created and designated
"Commonwealth Revenue Fund" (the "Revenue Fund "), in such
depository or depositories for the City as may be lawfully
designated from time to time by the Commission, provided that such
depository or depositories shall hold membership in the Federal
Deposit Insurance corporation. Such revenues shall be used to the
extent necessary to pay any required monthly operation and
maintenance expenses of the Property and the remainder is hereby
pledged and shall be applied as hereinafter set forth.
Section 7. Tourism Revenue Refunding Bond Fund, Series
1981 Bonds. (a) There shall be deposited from the Revenue Fund
into a special fund of the City in the Trustee which is hereby
created and designated "Tourism Revenue Refunding Bond Fund,
Series 1981 Bonds" (the "Bond Fund "), the sums in the amounts and
at the times hereafter stated in subsection (b) for the purpose of
providing funds for the payment of interest on the 1981 Bonds as
they mature, and the Trustee's and Paying Agent's fees.
(b) There shall be paid from the Revenue Fund into the
Bond Fund on or before January 31, 1982, and on or before each
July 31 and January 31 thereafter until the interest on all
outstanding 1981 Bonds has been paid, or adequate provision made
for such payment, a sum equal to the next installment of interest,
plus an amount sufficient to provide for the Trustee's and Paying
Agent's fees as the same become due.
(c) All moneys in the "Tourism Revenue Fund, Series
1979 Bonds" and the "Tourism Revenue Refunding Bond Fund, Series
1979 Bonds ", both created by and existing pursuant to the
Ordinance authorizing the 1979 Bonds, shall be transferred into
the Bond Fund for use in accordance with this Ordinance.
(d) All moneys in the Bond Fund shall be used by the
Trustee solely for the purpose of paying the principal of and
interest on the 1981 Bonds and Trustee's and Paying Agent's fees,
as the same become due, except that if at any time there shall be
accumulated in the Bond Fund a surplus in excess of the amount
necessary to insure the prompt payment of the interest on, and
Trustee's and Paying Agent's fees in connection with the 1981
Bonds as the same become due, such surplus may be used as the
Commission shall determine, to redeem 1981 Bonds prior to maturity
in the manner provided herein for redemption prior to maturity or
may be transferred to the Revenue Fund.
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(e) The 1981 Bonds shall be specifically secured by a
pledge of all revenues required by this Ordinance to be placed
into the Bond Fund. The pledge in favor of the 1981 Bonds is
hereby irrevocably made according to the terms of this Ordinance,
and the City, the Commission, and the officers and employees of
the City and the Commission shall execute, perform and carry out
the terms thereof in strict conformity with the provisions of this
Ordinance.
Section 8. Any moneys remaining in the Revenue Fund
after the required deposits into the Bond Fund and payment of any
required monthly operation and maintenance expenses of the
Property in accordance with the provisions pertaining thereto
hereinabove set forth, may be used, as determined by the
Commission, for either or both of the following purposes:
(1) Redemption of 1981 Bonds prior to maturity; or
(2) For any lawful purpose.
Section 9. Subject to the prior pledge described
hereinafter, the City hereby expressly pledges, and covenants to
use, revenues derived from the City gross receipts tax levied
pursuant to the authority of Act No. 185 of the Acts of Arkansas of
1965, as amended, to the extent, and only to the extent, that such
revenues maybe required, together with revenues derived from the
Property, to pay the interest on the 1981 Bonds in accordance with
the provisions of this Ordinance. The above pledge of revenues
from the City gross receipts tax is hereby expressly made subject
to and subordinate to the pledge of the revenues from the City
gross receipts tax under the Trust Indenture dated as of
September 1, 1980, delivered by the City to Commercial National
Bank of Little Rock, as trustee for the holders of the City's
Convention Center Bonds. All revenues derived from the City gross
receipts tax not required for the purposes aforesaid shall be
released from this pledge (subject to the subsequent provisions
hereof) and may be used by the City for any lawful purpose. In
this regard, the Commission is hereby authorized, after complying
with the requirements of the Trust Indenture securing the
Convention Center Bonds and the provisions of this Ordinance, to
use from time to time all of the revenues derived from the City
gross receipts tax for any purpose authorized by Act No. 185 of the
Acts of Arkansas of 1965, as amended, or as authorized from time to
time by any applicable law or ordinance. If, at any time, it
appears that revenues derived from the City gross receipts tax
will be needed, as reasonably determined by the Trustee on the
basis of projected revenues from the Property and expenditures
thereof required by the provisions of this Ordinance, the Trustee
shall notify the Commission of such need and of the amount
determined by the Trustee that will be needed. Thereafter and
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until notified by the Trustee to the contrary, the Commission
shall deposit in the Bond Fund the amounts from the City gross
receipts tax so specified in the notice from the Trustee to the
Commission.
The City and the Commission covenant and agree that they
will at all times while any of the 1981 Bonds are outstanding,
continue to collect the City gross receipts tax in at least the
amount necessary to enable the City to discharge its obligations
set forth in this Ordinance.
For all purposes hereunder the required amount of
revenues derived from the City gross receipts tax to satisfy the
pledge in favor of the interest on the 1981 Bonds shall be
considered part of "pledged revenues ", or revenues pledged to the
interest on the 1981 Bonds, for purposes of Section 10 and all
other sections and provisions of this Ordinance. All reference
herein to "City" in connection with the City gross receipts tax,
or in connection with the functions of the Commission, shall,
where applicable, be deemed to mean or include the Commission.
Section 10. The City covenants that it will not issue
any bonds, or incur any obligation, secured by a prior lien on or
prior pledge of the revenues pledged to the interest on the 1981
Bonds, or ranking on a parity of lien or pledge with the lien and
pledge in favor of the interest on the 1981 Bonds on the pledged
revenues. Nothing herein, however, shall prohibit the City from
issuing obligations, secured by a subordinate lien on, or
subordinate pledge of, the revenues pledged to the interest on the
1981 Bonds.
Section 11. That it is hereby covenanted and agreed by
the City with the holders of the 1981 Bonds that the City and the
Commission will faithfully and punctually perform all duties with
reference to the Property and the 1981 Bonds, required by the
Constitution and laws of the State of Arkansas and by this
Ordinance, including the charging and collecting of rates and
charges for the use of the Property and the collection of the City
gross receipts tax, as herein specified and covenanted, the
segregating of the revenues pledged hereby and the applying of the
pledged revenues to the respective funds created hereby.
Section 12. That the 1981 Bonds shall be subject to
redemption prior to maturity in the manner and in accordance with
the terms set out in the 1981 Bond form.
Section 13. That the City will keep or cause to be kept
proper books of accounts and records (separate from all other
accounts and records) in which complete and correct entries shall
be made of all transactions relating to the Property and the
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operation thereof, and such books shall be available for
inspection by the holder of any of the 1981 Bonds at reasonable
times and under reasonable circumstances. The City agrees to have
these records audited by an independent public accountant at least
once each year, and a copy of the audit shall be delivered to the
Trustee. In the event the City fails or refuses to make the audit,
the Trustee may have the audit made and the cost thereof shall be
charged against the Revenue Fund.
Section 14. That the City covenants and agrees that the
Property will be maintained in good condition and that the
Property will be operated in an efficient manner and at reasonable
cost. While any of the 1981 Bonds are outstanding, the City agrees
that it will insure or cause to be insured, and at all times keep
insured or cause to be kept insured, with fire and extended
coverage insurance, in the amount of the full insurable value, in
responsible insurance companies authorized and qualified under
the laws of the State of Arkansas to assume the risks, the Property
at least to the extent that similar properties would be covered by
insurance by private companies engaged in similar types of
operations, as reasonably determined by the City. The insurance
policies are to carry a clause making them payable to the Trustee
as its interest may appear, and either the policies or an
appropriate certificate shall be placed in the custody of the
Trustee. In the event of loss, the proceeds of such insurance
shall be deposited to the credit of the Bond Fund. Nothing herein
shall be construed as requiring the City to expend any funds for
operation and maintenance of the Property or for premiums on
insurance other than the pledged revenues, but nothing herein
shall be construed as preventing the City from doing so.
Section 15. That the City covenants and agrees that so
long as any of the 1981 Bonds authorized hereby are outstanding,
it will not, except as otherwise provided herein, mortgage or
otherwise encumber the Property, or any part thereof, and will not
sell, lease or otherwise dispose of any substantial portion of the
same without the prior written approval of the Trustee.
Section 16. (a) That if there be any default in the
payment of the principal of and interest on any of the 1981 Bonds,
or if the City defaults in the performance of any covenant
contained in this Ordinance, the Trustee may, and upon the written
request of the holders of note less than ten percent (10 %) in
principal amount of the 1981 Bonds then outstanding shall, by
proper suit compel the performance of the duties of the officials
of the City and the Commission under the Constitution and laws of
the State of Arkansas and under this Ordinance, and to take any
action or obtain any proper relief in law or equity available
under the Constitution and laws of the State of Arkansas.
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(b) No holder of any 1981 Bond shall have any right to
institute any suit, action, mandamus or other proceeding in equity
or in law for the protection or enforcement of any right under this
Ordinance or under the Constitution and laws of the State of
Arkansas unless such holder 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 holders
of not less than ten percent (10 %) in principal amount of the 1981
Bonds of this issue then outstanding shall have made written
request of the Trustee after the right to exercise such powers 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 herein granted or granted by the
Constitution and laws of the State of Arkansas, or to institute
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 cost, expense 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,
and such notification, request and offer of indemnity are hereby
declared in every such case, at the option of the Trustee, to be
conditions precedent to the execution of the powers and trust of
this Ordinance or to any other remedy hereunder. It is understood
and intended that no one or more holders of the 1981 Bonds hereby
secured 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 hereunder except in the manner
herein provided, that all proceedings at law or in equity shall be
instituted, had and maintained in the manner herein provided and
for the benefit of all holders of the outstanding 1981 Bonds and
coupons, and that any individual rights of action or other right
given to one or more of such holders by law are restricted by this
Ordinance to the rights and remedies herein provided.
(c) That all rights of action under this Ordinance or
under any of the 1981 Bonds secured hereby, enforceable by the
Trustee, may be enforced by it without the possession of any of the
1981 Bonds or coupons appertaining thereto, and any such suit,
action or proceeding instituted by the Trustee shall be brought in
its name and for the benefit of all the holders of the 1981 Bonds
and coupons, subject to the provisions of this Ordinance.
(d) That no remedy herein conferred upon or reserved to
the Trustee or to the holders of the 1981 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.
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(e) No delay or omission of the Trustee or of any
holders of the 1981 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 holders of the 1981 Bonds, respectively, may be
exercised from time to time and as often as may be deemed
expedient.
(f) That the Trustee may, and upon the written request
of the holders of not less than ten percent (10 %) in principal
amount of the 1981 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.
Section 17. Moneys held for the credit of any fund may,
at the option of the City, be invested and reinvested pursuant to
the direction of the City in direct obligations of, or obligations
the principal of and interest on which are unconditionally
guaranteed by, the United States of America, in bank certificates
of deposit, or any lawful investment, 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 the purposes intended as specified by the City.
Section 18. That in the event the office of Mayor, City
Clerk, Commission, or Board of Directors shall be abolished or any
two or more of such offices shall be merged or consolidated or in
the event the duties of a particular office shall be transferred
to another office or officer, or in the event of a vacancy in any
such office by reason of death, resignation, removal from office
or otherwise, or in the event any such officer shall become
incapable of performing the duties of his office by reason of
sickness, absence from the City or otherwise, all powers conferred
and all obligations and duties imposed upon such office or officer
shall be performed by the office or officer succeeding to the
principal functions thereof, or by the office or officer upon whom
such powers, obligations and duties shall be imposed by law.
Section 19. That the provisions of this Ordinance
shall constitute a binding contract between the City and the
holders of the outstanding 1981 Bonds issued hereunder and the
City will at all times strictly adhere to the terms and provisions
hereof and fully discharge all of its obligations hereunder.
Subject to the terms and provisions contained in this section and
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not otherwise, the holders of not less than seventy -five percent
(75 %) in aggregate principal amount of the 1981 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, any of the terms or provisions
contained in this Ordinance or in any supplemental ordinance;
provided, however, that nothing herein contained shall permit or
be construed as permitting (a) an extension of the maturity of the
principal of or the interest on any 1981 Bond issued hereunder, or
(b) a reduction in the principal amount of any 1981 Bond or the
rate of interest thereon, or (c) the creation of a lien upon or a
pledge of revenues other than as expressly authorized by the
appropriate provisions of this Ordinance as now adopted, or (d)
the creation of a privilege of priority of any 1981 Bond or 1981
Bonds over any other 1981 Bond or 1981 Bonds, or ( e ) a reduction in
the aggregate principal amount of the 1981 Bonds required for
consent to such supplemental ordinance.
Section 20. The Trustee shall be responsible for the
exercise of good faith and reasonable prudence in the execution of
its trusts. The recitals in this Ordinance and in the face of the
1981 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
holders of not less than ten percent (10 %) in principal amount of
1981 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 ten (10 ) days' notice in writing to the City
Clerk, and the majority in value of the holders of the outstanding
1981 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 value of the
holders of the outstanding 1981 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 value of
the holders of the outstanding 1981 Bonds shall fail to fill a
vacancy within thirty (30) 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. Any successor
Trustee shall file a written acceptance and agreement to execute
the trusts 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
holders of the 1981 Bonds agree. Such written acceptance shall be
filed with the City Clerk, and a copy thereof shall be placed in
the 1981 Bond transcript. Any successor Trustee shall have all
15
the powers herein granted to the original Trustee. In the event of
a change in the office of Trustee, the old Trustee shall cease to
be Paying Agent, and the successor Trustee shall be and become the
Paying Agent.
Section 21. That when the 1981 Bonds have been executed
and the seal of the City impressed as herein provided, they shall
be delivered to the Trustee, and the Trustee shall authenticate
them and deliver them to the holders of the 1981 Bonds upon
exchange by such holders of their 1981 Bonds as provided in the
Bond Purchase Agreement.
Section 22. Since all the 1981 Bonds mature August 1,
1983, the City covenants with the Trustee and with the registered
owners of the 1981 Bonds that it will, on or prior to the maturity
date of the 1981 Bonds, either (i) sell the Property for a
sufficient price and apply the sale proceeds to the retirement of
all 1981 Bonds, or (ii) issue bonds in at least the principal
amount sufficient to pay, principal and interest, on or prior to
maturity, all the 1981 Bonds then outstanding.
Section 23. Upon the delivery of the 1981 Bonds to the
Trustee and exchange of the 1981 Bonds for the 1979 Bonds from the
holders thereof, the City's pledge made by the Ordinance
authorizing the 1979 Bonds is hereby discharged and cancelled.
Section 24. The City covenants that it shall not take
any action or suffer or permit any action to be taken or condition
to exist which causes or may cause the interest payable on the 1981
Bonds to be treated as "arbitrage bonds" within the meaning of
Section 103 (c ) of the Internal Revenue Code of 1954, as amended.
Section 25. The provisions of this Ordinance are
hereby declared to be separable, and if any provision shall for
any reason be held illegal or invalid, such holding shall not
affect the validity of the remainder of the Ordinance.
Section 26. All ordinances and parts of ordinances in
conflict herewith are hereby repealed to the extent of such
conflict.
Section 27. This Ordinance shall not create any right
of any character and no right of any character shall arise under or
pursuant to it until the 1981 Bonds authorized by this Ordinance
shall be issued and delivered.
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Section 28. It is hereby ascertained and declared that
the issuance of the 1981 Bonds should be accomplished as soon as
possible as the issuance of the 1981 Bonds is hereby declared to be
necessary for the safety and welfare of the citizens of the City.
Such cannot be accomplished without the issuance of the 1981 Bonds
authorized by this Ordinance, and therefore an emergency is hereby
declared to exist, and 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 passge.
PASSED: August 4 , 1981.
ATTEST:
(SEAL)
CITY OF LITTLE ROCK, ARKANSAS
Acting Mayor
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