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:
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