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13248ORDINANCE NO. 13 n 248 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $10,000,000 IN PRINCIPAL AMOUNT OF WATER REVENUE BONDS, SERIES D, FOR THE PURPOSE OF FINANCING IMPROVEMENTS TO THE WATERWORKS SYSTEM OF THE CITY OF LITTLE ROCK, ARKANSAS; AUTHORIZING THEIR PUBLIC SALE; AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE (IN THE FORM AND WITH THE CONTENTS SET FORTH IN THE ORDINANCE); DESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (.called "City ") now owns and operates a Waterworks System, consisting of water supply reservoirs, transmission pipelines, treatment plants, pumping stations, storage tanks, distribution mains, service lines and appurtenances to all of the foregoing and machinery, equipment and other properties, both real and personal, which is now used to supply and distribute water in the City and adjacent territory (called the "Waterworks System "); and WHEREAS, the Waterworks System is managed and operated by the Board of Commissioners of the Little Rock Municipal Water- works (called "Commission "); and WHEREAS, the Commission and the City have determined that additional betterments and improvements to the existing Waterworks System must be constructed in the near future to provide the City and its water users with adequate and needed water service to preserve the health, safety and property of the City and its water users, consisting generally of a large raw water pipeline and two gravity feeder mains, and other needed improvements, extensions and betterments to the Waterworks System (herein referred to as "Improvements" or "Additional Improvements "), and that it will be necessary to issue Water Revenue Bonds in the principal amount of $10,000,000 to finance a substantial portion of the cost of the Improvements, including necessary expenses incidental thereto and to the financing thereof. i NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: Section 1. That there be, and there is hereby authorized and directed the public sale of the City of Little Rock, Arkansas, Water Revenue Bonds, Series D, in the principal amount of $10,000,000, dated May 1, 1977, with interest payable semiannually on the dates and maturing as hereafter set forth in the form of Notice of Sale, and the City Manager is hereby authorized and directed to publish and cause to be distributed the following Notice of Sale of such bonds in such manner and such publications as he shall determine, but the Notice of Sale to be published at least one time in The Bond Buyer, and one time in a newspaper of general circulation published in Little Rock, Arkansas, with the form of the Notice of Sale to be published and distributed, substantially as hereafter set forth. The City Manager is authorized and directed to furnish to prospective bidders such information and such material as he may determine to be in the best interest of the City in obtaining the best possible bid at the public sale. NOTICE OF SALE $10,000,000 CITY OF LITTLE ROCK, ARKANSAS WATER REVENUE BONDS SERIES D The City of Little Rock, Arkansas (called "City ") hereby gives notice that there will be sold on sealed bids at the time and place specified below, a proposed issue of $10,000,000 Water Revenue Bonds, Series D (called "Series D Bonds "). The Series D Bonds will be dated May 1, 1977, interest thereon will be payable semiannually on February 1 and August 1 of each year, commencing February 1, 1978, and the Bonds will mature on February 1 of each year as follows: YEAR AMOUNT 1979 $325,000 1980 350,000 1981 375,000 1982 400,000 1983 425,000 1984 450,000 1985 475,000 1986 500,000 1987 525,000 1988 550,000 1989 575,000 1990 600,000 1991 650,000 1992 675,000 1993 725,000 1994 750,000 1995 800,000 1996 850,000 The Series D Bonds will be issued under and secured by and entitled to the protection given by a Trust Indenture dated February 1, 1964, duly executed and delivered by and between the City and Morgan Guaranty Trust Company of New York, Trustee, (hereinafter called "Indenture ") which Indenture contains provisions with respect to the custody and application of proceeds of the Series D Bonds, the collection and distribu- tion of revenues, the nature and extent of the security, the rights, duties and obligations of the City and Trustee, and the rights of the holders and registered owners of the Series D Bonds. The Series D Bonds will rank on a parity of security with Series A Bonds in the aggregate principal amount of $3,165,000, dated February 1, 1964, and heretofore issued and delivered, Series B Bonds in the aggregate principal amount of $9,797,000, dated February 1, 1964, and heretofore issued and delivered, and Series C Bonds in the aggregate principal amount of $4,800,000, dated August 1, 1964, and heretofore issued and delivered, with all of the said outstanding Bonds being equally and ratably secured by the said Indenture and First Supplemental Trust Indenture which authorized the Series C Bonds, except as to the provisions thereof pertaining to the establishing and maintaining of a debt service reserve for the Series A Bonds, which is to be maintained and used exclusively therefor, and the priority of call on available revenues to reimburse said debt service reserve for the Series A Bonds in the event of expenditures therefrom, all as specified in detail in the Indenture. The Series D Bonds will not be general obligations of the City, but will be special obligations secured by a pledge of and payable from gross revenues derived from the operation of the Waterworks System. In this regard, the Series D Bonds are being issued for accomplishing additional waterworks improvements, as defined in the Indenture, and all conditions of the Indenture for the issuance of the Series D Bonds on a parity of security with the outstanding Series A Bonds, Series B Bonds, and Series C Bonds, as aforesaid, have been, or, by the date of delivery of these Series D Bonds, will have been fully complied with. The Trustee and Paying Agent will be Morgan Guaranty Trust Company of New York, in the Borough of Manhattan, City and State of New York, and the alternate Paying Agent will be Union National Bank of Little Rock, Little Rock, Arkansas. All expenses of the issue, including without limitation, the fee of the Trustee for authenticating Bonds, the cost of printing the Bonds, the financial adviser's fee of Powell & Satterfield, Inc., and the fee of Wright, Lindsey & Jennings, Bond Counsel, Little Rock, Arkansas, upon whose approving opinion the Bonds will be issued, will be paid by the City. The low bid will be the bid that results in the lowest net interest cost to the City to be determined by computing the aggregate interest cost to the City at the rate or rates bid from the date of the Bonds to maturity and deducting therefrom any premium specified in the bid. Up to five different interest rates may be specified, but all the bonds in the same maturity shall have the same interest rate, and all rates and the maturities to which the rates apply, must be set forth in the bid. The difference between the highest designated interest rate and the lowest designated interest rate must not exceed 1 -1/2 %. No zero coupons nor supplemental coupons will be entertained and the Bonds may not be converted. No contingent provisions may be included in any bid. No bid of less than par and accrued interest will be entertained. The City expressly reserves the right to reject any and all bids. The Series D Bonds will be non - callable prior to February 1, 1987. On and after February 1, 1987, the Series D Bonds will be callable for payment prior to maturity, at the option of the City, on any interest paying date from funds from any source, at a price of the principal amount of Bonds being redeemed plus accrued interest to date of redemption and plus a premium as follows: 2% if redeemed February 1, 1987 or August 1, 1987. 1 -1/2% if redeemed February 1, 1988 or August 1, 1988. 1% if redeemed February 1, 1989 or August 1, 1989. No premium if redeemed on February 1, 1990 or thereafter. Sealed bids will be received until 2:00 o'clock P.M., C.S.T., on Wednesday, April 13, 1977 and each bid shall be enclosed in a sealed envelope, marked on the outside "Proposal for City of Little Rock, Arkansas, Water Revenue Bonds of 1977, Series D" and addressed to Mr. Carleton E. McMullin, City Manager, City Hall, Little Rock, Arkansas. The bids will be opened at said time and on said date at the regular meeting place of the Board of Directors in the City Hall, Little Rock, Arkansas. All bidders must file with their bid a certified or cashier's check in the amount of $200,000 payable to the City of Little Rock, Arkansas, which will be retained as liquidated damages if the bidder is awarded the sale of the bonds and fails to complete the purchase, otherwise to be applied to the purchase price of the Bonds at the delivery thereof. Checks of unsuccessful bidders will be promptly returned, and no interest will be paid thereon. Additional information including copies of the Official Bid Form which may be used can be obtained from E. Jack Murphy, Director of Finance, City Hall, Little Rock, Arkansas, Powell & Satterfield, Inc., 1575 First National Building, Little Rock, Arkansas, or Wright, Lindsey & Jennings, 2200 Worthen Bank Building, Little Rock, Arkansas. CITY OF LITTLE ROCK, ARKANSAS By Carleton E. McMullin City Manager Section 2. The awarding of the Series D Bonds to the successful bidder at the public sale provided for in Section 1 hereof shall be done by Resolution to be adopted at the meeting of the Board of Directors when bids are received and shall be confirmed by Ordinance, which Ordinance shall, among other necessary provisions, specify the purchaser, the purchase price, the rate or rates of interest, and shall include a schedule of maturities reflecting maturity years, principal amounts, interest rates, semiannual interest payments, and total debt service requirements. Section 3. That there is hereby authorized the issuance and delivery of City of Little Rock, Arkansas Water Revenue Bonds, Series D, in the principal amount of $10,000,000, dated May 1, 1977 ( "Series D Bonds ") under the terms and conditions set forth herein, and in the form of Second Supplemental Trust Indenture described below; and in connection therewith, there is hereby authorized a Second Supplemental Trust Indenture, which constitutes and is hereby made a part of this Ordinance, to be in substantially the following form, with necessary and appropriate variations and insertions as permitted by the Indenture and as required to complete the form in accordance with the provisions of Section 2 of this Ordinance, to -wit: Circuit Clerk and Ex- Officio Recorder of Saline County, Arkansas, appearing of record in Mortgage Book 81 at Page 609 (called the "First Supplemental Trust Indenture ") authorizing the sale of Water Revenue Bonds of the City, called Series C Bonds and dated August 1, 1964, of which Series C Bonds in the aggregate principal amount of $4,800,000 have been issued and $3,435,000 are now outstanding; and WHEREAS, the Original Trust Indenture provides that the City may issue subsequent series Water Revenue Bonds under and secured . by the Original Trust Indenture to finance the cost of additional improvements to the Water Works System (as defined in the Original Trust Indenture); and WHEREAS, the City has determined that additional better- ments and improvements to the existing Waterworks System must be constructed in the near future to provide the City and its water users with adequate and needed water service to preserve the health, safety and property of the City and its water users, consisting generally of a raw water pipeline and two gravity feeder mains, improvements incidental thereto, and other needed improvements, extensions and betterments to the Waterworks System (herein referred to as the "Additional Improvements" as defined in Section 101 of the Original Trust Indenture); and WHEREAS, at the request of the Board of Commissioners of the Little Rock Municipal Waterworks, the City has adopted Ordinance No. 13,248,authorizing the public sale of said $10,000,000 City of Little Rock, Arkansas Water Revenue Bonds Series D (Series D Bonds); NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS INDENTURE WITNESSETH: The City, in consideration of the premises, of the acceptance by the Trustee of the trusts set forth in the Original Trust Indenture as supplemented by the First Supplemental Trust Indenture and in this Second Supplemental Trust Indenture, and of the purchase and acceptance of the bonds by the holders thereof, and also for and in consideration of the sum of One Dollar ($1.00) to the City in hand paid by the Trustee at or before the execution and delivery of this Second Supplemental Trust Indenture, the receipt of which is hereby acknowledged, and for the purpose of fixing and declaring the terms and conditions upon which the Series D Bonds are to be issued, authenticated, delivered, secured and accepted by the persons who shall from time to time be or become holders and owners thereof, does hereby stipulate, covenant and agree with the Trustee and with the respective holders and registered owners, from time to time, of all of the bonds or any part thereof, and the Trustee does hereby stipulate, covenant and agree with the City for and on behalf of the respective holders and registered owners, from time to time, of all of the bonds or any part thereof, as follows, that is to say: ARTICLE I SUPPLEMENTS TO ORIGINAL TRUST INDENTURE Section 101. The Series D Bonds are issued pursuant to the provisions of Section 204 of the Original Trust Indenture, and it is hereby found and declared that, prior to or simultaneously with the delivery of this Second Supplemental Trust Indenture, all conditions of the Original Trust Indenture for the issuance of the Series D Bonds will have been duly complied with and, therefore, pursuant to the applicable provisions of the Original Trust Indenture, the Series D Bonds will rank on a parity of security with the Series A Bonds, the Series B Bonds, and the Series C Bonds and will be equally and ratably secured by the Original Trust Indenture, as supplemented by the First Supplemental Trust Indenture, and as further supplemented by this Second Supplemental Trust Indenture, except as to the provisions pertaining to the establishing and maintaining of a debt service reserve for the Series A Bonds, which is to be maintained and used exclusively therefor, and the priority of call of available' revenues to reimburse said debt service reserve for the Series A Bonds in the event of expenditures therefrom, all as specified in detail in the Original Trust Indenture. Section 102. Pursuant to the provisions of Section 204 of the Original Trust Indenture, the details pertaining to the Series D Bonds are as follows: The Series D Bonds shall be in the total principal amount of Ten Million Dollars ($10,000,000), designated "City of Little Rock, Arkansas Water Revenue Bonds, Series D ". The Series D Bonds shall be dated May 1, 1977, and interest thereon shall.be payable semiannually on February 1 and August 1 of each year, commencing February 1, 1978, and the Series D SECOND SUPPLEMENTAL TRUST INDENTURE THIS INDENTURE executed as of the first day of May, 1977, by and between the CITY OF LITTLE ROCK, PULASKI COUNTY, ARKANSAS, a city of the first class under the laws of the State of Arkansas (called "City ") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a trust company organized and existing under the laws of the State of New York and having its principal office in the Borough of Manhattan, City and State of New York (called "Trustee "), W I T N E S S E T H: WHEREAS, the City and the Trustee have heretofore executed and delivered a Trust Indenture dated as of the first day of February, 1964, recorded.in the office of the Circuit Clerk and Ex- Officio Recorder of Pulaski County, Arkansas, appearing of record in Mortgage Book 981 at Page 355, and recorded in the office of the Circuit Clerk and Ex- Officio Recorder of Saline County, Arkansas, appearing of record in Mortgage Book 76 at Page 606 (called the "Original Trust Indenture ") securing Water Revenue Bonds of the City, of which Series A,Bonds dated February 1, 1964 and in the aggregate principal amount of $3,165,000 have been issued and $1,116,000 are now outstanding (called "Series A Bonds ") and of which Series B Bonds dated February 1, 1964 and in the aggregate principal amount of $9,797,000 have been issued and $6,128,000 are now outstanding (called "Series B Bonds "); and WHEREAS, the City and the Trustee have heretofore executed and delivered a First Supplemental Trust Indenture dated as of the first day of August, 1964, recorded in the office of the Circuit Clerk and Ex- Officio Recorder of Pulaski County, Arkansas, appearing of record in Mortgage Book 1,030 at Page 601, and recorded in the office of the Bonds shall mature, unless sooner redeemed as hereafter set forth, serially on.February 1 in each of the years set forth in and in,the amount set opposite each year in the following schedule: YEAR BOND NOS. PRINCIPAL AMOUNT 1979 1 -65 $325,000 1980 66 -135 350,000 1981 136 -210 375 000 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 211 -290 291 -375 376 -465 466 -560 561 -660 661 -765 766 -875, 876 -990 991 -1110 1111 -1240 1241 -1375 1376 -1520 1521 -1670 1671 -1830 1831 -2000 400,000 425,000 450,000 475,000 500,000 525,000 550,000 575,000 600,000 650,000 675,000 725,000 750,000 800,000 850,000 The Series D Bonds shall be in the denomination of $5,000 each, and shall be numbered consecutively from one (1) to two thousand (2,000) inclusive. The Series D Bonds shall bear interest as specified in the Ordinance of the City con- firming the best bid on-the bonds and directing their issuance, and an appropriate insertion shall be made in this Second Supplemental Trust Indenture at this point (Section 102) rewording the provisions hereof to properly reflect the interest rates for each different maturity pertaining to the Series D Bonds. The Series D Bonds shall be in substantially the form of coupon bond set forth in the Original Trust Indenture, with such changes as may be necessary or appropriate to conform to the provisions hereof and said Series D Bonds shall be executed, sealed and authenticated as provided in the Original Trust Indenture. Section 103. The Series D Bonds will be non- callable prior to February 1, 1987. On and after February 1, 1987, the Series D Bonds will be callable for payment prior to maturity, in whole or in part, but in inverse numerical order if less than all, at the option of the City., on any interest paying date from funds from any source at a price of the principal amount of the bonds being redeemed plus accrued interest to date of redemption and plus a premium as follows: 20 if redeemed February 1, 1987 or August 1, 1987. 1 -1/2% if redeemed February 1, 1988 or August 1, 1988. 1% if redeemed February 1, 1989 or August 1, 1989. No premium if redeemed on February 1, 1990 or thereafter. The provisions of the Original Trust Indenture pertaining to redemption not inconsistent herewith, including particularly the provisions of Section 303, Section 304 and Section 305, shall be fully applicable to the Series D Bonds. Section 104. Pursuant to the provisions of Section 204 . of the Original Trust Indenture, the accrued interest and the proceeds of the sale of the Series D Bonds (.called "total sale proceeds ") shall be deposited in a special fund designated Construction Fund and shall be secured, invested and disbursed in accordance with the applicable provisions of the Original Trust Indenture, including particularly Section 403, Section 404 and Section 405 thereof. ARTICLE II MISCELLANEOUS Section 201. The provisions of the Original Trust Indenture, as supplemented by the First Supplemental Trust Indenture, and as further supplemented by this Second Supplemental Trust Indenture, shall continue in full force and effect and shall be fully applicable to the Series D Bonds which, as therein and as heretofore provided, rank on a parity of security with the Series A Bonds, the Series B.Bonds, and the Series C Bonds. Section 202. This Second Supplemental Trust Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. A copy hereof shall be recorded in the office of the Circuit Clerk and Ex- Officio Recorder of Pulaski County, Arkansas, and a copy hereof shall be recorded in the office of the Circuit Clerk and Ex- Officio Recorder of Saline County, Arkansas. Section 203. The City and Commission covenant that neither of them shall 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 bonds secured by the Original Trust Indenture as supplemented by the trist Supplemental Trust Indenture,or by the Second Supplemental Trust Indenture to be includeable for federal income purposes in the gross income (as defined in Section 61 of the Internal Revenue Code of. 1954, as amended), and the regulations thereunder (the "Code ") of any holder of any of the bonds (other than a holder who is a "substantial user" of the water works system or a "related person" within the meaning of Section 103 (b) 7 of the Code. Without limiting the generality of the foregoing, the City and the Commission covenant that the proceeds of the sale of the bonds will not be used directly or indirectly in such manner as to cause the bonds to be treated as "arbitrage bonds" within the meaning of Section 103 (c) of the Internal Revenue Code of.1954, as amended. IN WITNESS WHEREOF, the City of Little Rock, Arkansas has caused this Indenture to be executed by its Mayor and its City Clerk and to be sealed with its corporate seal and Morgan Guaranty Trust Company of New York has caused this Indenture to be executed in its behalf by one of its Vice Presidents and its corporate seal to be impressed hereon and attested by one of its Assistant Secretarys, all as of the day and year first above written. CITY OF LITTLE ROCK, ARKANSAS By Mayor ATTEST: City Clerk (SEAL) MORGAN GUARANTY TRUST COMPANY OF NEW YORK NEW YORK, NEW YORK By Title ATTEST: Title (SEAL) ACKNOWLEDGMENT STATE OF NEW YORK ) BOROUGH OF MANHATTAN) On this day of , 19,77, before me, a Notary Public duly commissioned, qualified and acting within and for the State and Borough aforesaid, appeared in person the. within named and and respectively, of Morgan Guaranty Trust Company of New York, Borough of Manhattan, City and State of New York, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said Bank, and further,stated and acknowledged that they had so, signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 1977. Notary Public ACKNOWLEDGMENT STATE OF ARKANSAS) COUNTY OF PULASKI) On this day of , 1977, before me, a Notary Public duly commissioned, qualified and acting, within and for the State and County aforesaid, appeared in person the within named Donald L. Mehlburger and Jane Czech, Mayor and City Clerk, respectively, of the City of Little" Rock, Arkansas, a municipality of the State of Arkansas, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instru- ment for and in the name of said municipality, and further stated and acknowledged that they had signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 1977. Notary Public My Commission Expires: a Section 4. That the Mayor, City Clerk and City Manager be, and they are hereby, authorized and directed for and on behalf of the City to do all things, take all action and execute all documents necessary to carry out the authority set forth in this Ordinance and in said Second Supplemental Trust Indenture and to evidence the exercise thereof. Section 5. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 6. That all ordinances, resolutions and part thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 7. That there is hereby found and declared that the construction of the improvements is necessary in order that the services and facilities of the Waterworks System of the City be adequate for the immediate needs of the City and its inhabitants and that said improvements can be constructed only by the issuance of the Series D Bonds. It is, therefore, declared that an emergency exists and this ordinance being necessary for the immediate preservation of the public health, safety and welfare shall be enforced and take effect immediately upon and after its passage. PASSED: March 16 , 1977. ATTEST: FAV �i 169 4 . / Clerk/- APPROVED: IV vm&