206242012053110 Received: 8/23/2012 8:19:56 AM
Recorded: 08/23/2012 08:28:52 AM Filed &
Recorded in Official Records of Larry Crane,
PULASKI COUNTY CIRCUIT/COUNTY CLERK.
1 ORDINANCE NO.20,624Fees $45.00
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3 AN ORDINANCE TO PROVIDE FOR THE ISSUANCE AND SALE OF A
4 SERIES OF LIBRARY CONSTRUCTION AND REFUNDING BONDS FOR
5 THE PURPOSE OF FUNDING ACQUISITION, CONSTRUCTION AND
6 EQUIPPING OF LIBRARY CAPITAL IMPROVEMENT PROJECTS; TO
7 REFUND AN OUTSTANDING SERIES OF LIBRARY CONSTRUCTION
8 BONDS; TO PLEDGE LIBRARY TAX REVENUES AND SPECIAL TAX
9 COLLECTIONS SUFFICIENT TO PAY THE PRINCIPAL OF AND
10 INTEREST ON THE BONDS; TO AUTHORIZE THE EXECUTION AND
11 DELIVERY OF A TRUST INDENTURE; TO AUTHORIZE THE
12 ACCOMPLISHMENT OF THE PROJECTS; TO APPROVE AN
13 OFFICIAL STATEMENT; TO DECLARE AN EMERGENCY; AND FOR
14 OTHER PURPOSES.
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WHEREAS, at the special election held March 13, 2012, there was submitted to the voters of the City
of Little Rock (the "City") the question of issuing bonds of the City (the "Bonds ") in the maximum principal
amount of not to exceed $32,000,000 to (i) refund an outstanding issue of capital improvement bonds, and
(ii) to finance the cost of acquiring, constructing and equipping of land and additional capital improvements
for public city libraries owned and operated by the City and Central Arkansas Library System ( "CALS ") to
be payable from a new continuing annual ad valorem property tax to be levied at a continuing rate of nine
tenths of one (0.9) mill on the dollar of the assessed valuation of taxable real and personal property within
the City; and
WHEREAS, the voters approved the issuance of the Bonds by a vote of 4,549 votes FOR and 699
votes AGAINST; and
WHEREAS, the City and CALS have determined that it would be advantageous to authorize the
issuance of a Series of Library Construction and Refunding Bonds authorized by the voters at the March 13,
2012 special election in the principal amount of $31,015,000 (the "Series 2012 Bonds "); and
WHEREAS, the City and CALS have determined that it would be advantageous to refund the City's
outstanding Library Construction Bonds, Series 2004A of which approximately $6,330,000,in aggregate
principal amount will be outstanding when refunded (the "Bonds Refunded ") and that interest cost savings
`,,,,
and other benefits may be achieved from refunding the Bonds Refunded at this time; and
c.
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1 WHEREAS, the City and CALS intend to fund a portion of the following projects with the proceeds of
2 the Series 2012 Bonds:
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4 1. Construct and equip library space and theater on the Main Library Campus;
5 2. Construct parking deck on the Main Library Campus;
6 3. Expand and purchase additional equipment for the McMath Library;
7 4. Expand and equip the Children's Library (including green house, children's
8 garden, plaza and amphitheater;
9 5. Repairs and equipment upgrades for the following Little Rock libraries; Dee
10 Brown, Fletcher, Thompson, Terry, Booker and Williams branches;
11 6. Acquire land, build and equip a storage facility on or near the Main Library
12 Campus;
13 7. Purchase land in West Little Rock;
14 8. Purchase computers, servers, and other digital equipment;
15 9. Purchase books, eBooks and audio - visual materials;
16 10. Purchase Arkansas related materials for the Butler Center for Arkansas Studies;
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18 11. Such other Projects as may be approved by the CALS' Board from time to time.
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20 (collectively, the "Project" or "Projects "); and
21 WHEREAS, the estimated costs of the Projects, the costs of refunding the Bonds Refunded, and paying
22 costs of issuing the Bonds will not exceed $32,000,000; and
23 WHEREAS, the Board of Directors covenants to levy in 2012 for collection in 2013, and covenants to
24 levy in subsequent years, an ad valorem property tax at the rate of nine tenths of one (0.9) mill on the dollar
25 of the assessed valuation of taxable real and personal property in the City together with all penalties and
26 interest payable with respect thereto (the "Library Tax ") to be used to pay debt service on the Bonds; and
27 WHEREAS, the Board of Directors has previously levied for collection a separate ad valorem tax at the
28 rate of one (1.0) mill on the dollar of assessed valuation (the "Prior Tax ") which Prior Tax was approved by
29 the voters at the special election held on December 11, 2007 and which Prior Tax is pledged to the payment
30 of outstanding Bonds of the City other than the Series 2012 Bonds; and
31 WHEREAS, the City will receive its allocable portion of the one half of one percent (0.5 %) statewide
32 sales and use tax implemented pursuant to Amendment No. 79 to the Arkansas Constitution ( "Amendment
33 79 ") which is intended to offset any decrease in collections resulting from the homestead exemption also
34 implemented pursuant to Amendment 79 (the "Special Tax Collections "); and
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1 WHEREAS, the City will covenant to pledge the Library Tax and the Special Tax Collections to pay
2 the debt service on the Bonds; and
3 WHEREAS, in order to serve and fulfill the purposes for which it has been created and to provide
4 funds for the financing of the Projects and refunding the Bonds Refunded, the City desires to adopt this
5 Ordinance authorizing the issuance and sale of the City of Little Rock Library Construction and Refunding
6 Bonds, Series 2012 in the aggregate principal amount of $31,015,000 and other matters pertaining thereto.
7 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY
8 OF LITTLE ROCK, ARKANSAS:
9 Section 1. The Projects and the refunding of the Bonds Refunded shall be accomplished. The Mayor,
10 City Clerk, Director of Finance and Treasurer and Comptroller are hereby authorized to take or cause to be
11 taken all action necessary to accomplish the acquisition, construction and equipping of the Projects and to
12 execute all required documents.
13 Section 2. Under the authority of the Constitution and laws of the State of Arkansas, including
14 particularly Amendment No. 30 to the Constitution of the State of Arkansas, as amended by Amendment
15 No. 72 to the Arkansas Constitution, and Arkansas Code Annotated §§ 14 -142 -201 through 222 (Act 920 of
16 the Acts of Arkansas of 1993), the City of Little Rock, Arkansas Library Construction and Refunding
17 Bonds, Series 2012 are hereby authorized and ordered issued in the total aggregate principal amount of not
18 to exceed $31,015,000, for the term, the maturities, and at the interest rates set forth in Exhibit "A" attached
19 hereto and incorporated herein by this reference. The Series 2012 Bonds shall not be general obligations of
20 the City, but shall be special obligations payable solely from the proceeds of the Library Tax, the Special
21 Tax Collections and other moneys, funds and amounts, more specifically identified in the Trust Indenture
22 (identified hereinafter). The City hereby pledges the Library Tax and the Special Tax Collections to secure
23 payment of the Series 2012 Bonds. No part of the Prior Tax is pledged to the payment of the Series 2012
24 Bonds.
25 Section 3. In order to pay the principal of and interest on the Series 2012 Bonds as they mature and are
26 called for redemption prior to maturity, together with fees and costs incidental thereto, there are hereby
27 appropriated out of the proceeds of the Library Tax and the Special Tax Collections, the sums necessary to
28 pay the same in accordance with the schedule of principal and interest attached hereto as Exhibit "A" and
29 made a part hereof.
30 Section 4. The proceeds of the Series 2012 Bonds, together with investment earnings thereon, shall be
31 used (i) to finance the Projects; (ii) to refund the Bonds Refunded; and (iii) to pay the costs of issuance of
32 the Series 2012 Bonds. The Series 2012 Bonds, will mature, bear interest and be subject to redemption in
33 accordance with the provisions of the Series 2012 Trust Indenture (identified hereinafter).
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1 Section 5. All actions heretofore taken by the Mayor, City Clerk, Director of Finance and Treasurer
2 and Comptroller in connection with the offering of the Series 2012 Bonds, including the preparation and
3 distribution of the Preliminary Official Statement, preparation of the Official Statement, and preparation of
4 this Ordinance (the "Authorizing Ordinance ") are hereby in all respects ratified and approved. The Official
5 Statement is deemed a final Official Statement for purposes of the Securities and Exchange Commission
6 Rule 15(c) 2 -12. The Official Statement of the City in the form presented at this meeting with such changes,
7 omissions, insertions and revisions as the Mayor, City Clerk, and Director of Finance and Treasurer shall
8 deem advisable is hereby authorized and approved, and the Mayor shall sign and deliver such final Official
9 Statement to the Underwriter for distribution to the owners of the bonds and other interested persons.
10 Section 6. The appointment of Regions Bank, Little Rock, Arkansas, as Trustee ( "Trustee "), for the
11 Series 2012 Bonds is hereby approved.
12 Section 7. To prescribe the terms and conditions upon which the Series 2012 Bonds authorized by the
13 voters at the March 13, 2012 Special Election are to be executed, issued, accepted, held and secured, the
14 Mayor is hereby authorized and directed to execute and acknowledge a Series 2012 Trust Indenture between
15 the City and the Trustee, and the City Clerk is hereby authorized and directed to execute and acknowledge
16 the Series 2012 Trust Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are
17 hereby authorized and directed to cause the Series 2012 Trust Indenture to be accepted, executed and
18 acknowledged by the Trustee. The Series 2012 Trust Indenture is hereby approved in substantially the form
19 submitted to this meeting with such changes as shall be approved by such persons executing the document,
20 their execution to constitute conclusive evidence of such approval.
21 Section 8. That pursuant to the provisions of the Trust Indenture, the City hereby covenants to comply
22 with provisions of Federal and State Tax law following the issuance of the Bonds. In order to enable the
23 City's post issuance compliance, the City hereby adopts and approves a "Post Issuance Compliance Policy
24 Manual" (the "Manual ") substantially in the form submitted to the Board of Directors at this meeting, with
25 such changes, omissions, insertions and revisions as the Mayor, City Clerk and Finance Director, with the
26 advice of legal counsel, shall deem advisable, the execution and delivery by the Mayor and the City Clerk of
27 the Manual to constitute conclusive evidence of the City's acceptance and approval thereof.
28 Section 9. The Mayor, the City Clerk, the City Director of Finance and Treasurer, the Comptroller and
29 CALS, for and on behalf of the City, are authorized and directed to do any and all things necessary to effect
30 the execution and delivery of the Series 2012 Trust Indenture and the Manual, the performance of all
31 obligations of the City under the Series 2012 Trust Indenture and the Manual, the issuance, execution, sale
32 and delivery of the Series 2012 Bonds, including the execution of a Bond Purchase Agreement between the
33 City and the Underwriter, and the performance of all acts of whatever nature necessary to effect and carry
34 out the authority conferred by this ordinance. The Mayor, City Clerk, the City Director of Finance and
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Treasurer, the Comptroller and CALS 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 10. The appointments of Wright, Lindsey & Jennings LLP as Bond Counsel and of Stephens
Inc., as Underwriter, respectively, are hereby approved and ratified.
Section 11. It is hereby found and declared that an immediate need exists for the accomplishment of the
Projects and the refunding of the Bonds Refunded in order to achieve the most cost effective financing for
the City's public libraries. 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: August 21, 2012
ATTEST: APPROVED:
, City Clerk
iS TO FORM:
G/ v - w "%/ !14 1 �
Thomas M. Carpenter, City
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Stodola, Mayor
1 CERTIFICATE
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3 STATE OF ARKANSAS)
4
5 COUNTY OF PULASKI) SS
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7 CITY OF LITTLE ROCK)
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9 I, Susan Langley, City Clerk within and for the City aforesaid, do hereby certify that the
10 foregoing is a true and correct copy of Ordinance No. 20,624 of the Ordinance to of the City of Little
11 Rock, Arkansas, entitled: "AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF A
12 SERIES OF LIBRARY CONSTRUCTION AND REFUNDING BONDS FOR THE PURPOSE OF
13 FUNDING ACQUISITION, CONSTRUCTION AND EQUIPPING OF LIBRARY CAPITAL
14 IMPROVEMENT PROJECTS; REFUNDING AN OUTSTANDING SERIES OF LIBRARY
15 CONSTRUCTION BONDS; PLEDGING LIBRARY TAX REVENUES AND SPECIAL TAX
16 COLLECTIONS SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE
17 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE;
18 AUTHORIZING THE ACCOMPLISHMENT OF THE PROJECTS; APPROVING AN OFFICIAL
19 STATEMENT; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING
20 AN EMERGENCY;" passed by the Board of Directors of said City on August 21, 2012, said Ordinance
21 now appearing of record in this office.
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23 IN WITNESS WHEREOF, I have hereunto set my hand and seal of office on this day
24 of 2012.
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27 Susan Langley, City Clerk
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EXHIBIT A
Series 2012 Bonds
$22,745,000 Serial Bonds
Maturity
Principal
Interest
March 1
Amount
Rate
2014
$1,185,000
2.000%
2015
1,215,000
3.000%
2016
1,255,000
3.000%
2017
1,290,000
3.000%
2018
1,330,000
3.000%
2019
1,380,000
4.000%
2020
1,435,000
4.000%
2021
1,495,000
4.000%
2022
1,555,000
4.000%
2023
1,620,000
4.000%
2024
1,685,000
4.000%
2025
1,745,000
3.000%
2026
1,795,000
3.000%
2027
1,850,000
3.125%
2028
1,910,000
3.150%
$8,270,000 3.100% Term Bonds due March 1, 2032
(Accrued interest from September 15, 2012 to be added)
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