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12452,il « r ORDINANCE NO. _ 12,452 AN ORDINANCE PROVIDIPJ[G FOR THE CONSTRUCTION OF PARJUNG PACILI.TIES IN TILL CITY OF L-ITI'LE ROCK, ARKANSAS; PROVIDING FO}: THE ISSIJAiTCE OF PARKI;N,G FACILITIES REVENUE BONDS; PROVIDING F HE OR TIR PAYIVIIEIN'T AND SECURITY; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City ") , proceeding 0 -i under the provisions of Act No. 468 of the Acts of Arkansas of 1949, as amended En En ( "Act No. 468 ") , has, by Ordinance PTO. 11 , 267 adopted and approved April 2, 4 1962, created a Parking Authority (the "Parking Authority ") , which has formulated a� U a master plan of parking facilities as required by Act No. 468; and U) WHEREAS, the City, proceeding under Act No. 185 of the Acts of a Q) �4 Arkansas of 1965, as amended ( "Act No. 185 "), has, by Ordinance No. 12,353, a 0° adopted and approved May 4, 1970, levied a tax of. one per cent (1%) upon the � gross receipts from hotel and motel accommodations and upon the gross receipts Q) roof restaurants, cafes, cafeterias and other establishments sellir..g food for ro on- premises consumption (the "City gross receipts tax ") , and created a City P 0 Advertising and Promotion Commission (the "Commission "); and WHEREAS, the City, the Parking Authority and the Commission have determined that a convention center should be constructed for the City; and WHEREAS, the Parking Authority and the Commission have deg ermined that in conjunction with the convention center, off- street parking facilities should be constructed on a certain tract of ].ai1d i_n the City of Little hock, Pulaski County, Arkansas, generally bounded on the west by Broadway Street, on the north by La. Llarpe Boulevard, on the east by Con'4 ay Street acid on the :..oath by jA.i 0 st Markham Street, at an estimated cost to the City of $2, 200, 000, including necessary expenses incidental to the construction and to the financing, making any needed provision for interest during and after constnzction and funding a debt service re- serve (which land and construction will be herein sometimes referred to as "parking facilities "); and Page 2 WHEREAS, there is no convention center in the City and, therefore, the City is losing many conventions and meetings and the attendant public benefits of i;iany visitors, substanLial ex;jenditures by them in the area, and adequate overall facilities for the convenience of persons and organizations from throughout the State and the United States are lacking; and WHEREAS, the accomplishment of the parking facilities is essential to the development of a Convention Center Complex; and WHEREAS, plans for the parking facilities are on file in the office of the City Clerk and with the Parking Authority to which reference is hereby made for the details of the proposed construction; and WHEREAS, neither the Parking Authority, the Commission nor the City has sufficient funds to pay the costs of accomplishing the parking facilities; and WHEREAS, pursuant to the recommendations of the Parking Authority and the Commission, the Board of Directors of the City has determined that the most feasible way to obtain the needed funds for the parking facilities will be to issue Parking Facilities Revenue Bonds (the "bonds "); NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Pock, Arkansas: Section 1. That the parking facilities be accomplished and the City Manager, Mayor and Clerk are hereby authorized to take all action and to execute all contracts and instruments necessary or desirable in connection with the accomplish- meat of the parking facilities. Section 2. That under the authority of the Constitution and laws of the State of Arkansas, including particularly Act No. 468 of the Acts of Arkansas of 1943, and Act No. 185 of 1965, as heretofore amended or, as at any time prior to the delivery of the bonds, they may be amended, Parking Facilities Revenue, Bonds are hereby authorized and ordered issued in the principal amount of $2, 200, 000 !4 t Page 3 for the purpose of financing the costs of accomplishing the parking facilities, paying necessary expenses incidental thereto, paying the expenses of issuing the bonds, making needed provision for interest on the bonds during and after con- struction, and funding a debt service reserve. The bonds shall be dated April 1, 1971, shall bear interest at the rate or rates accepted by the City at the public sale thereof, which interest shall be payable semiannually on April 1 and October 1 of each year. The bonds mature on October 1 in each of the years as shall be set forth in a maturity schedule in the Notice of Sale (which shall run not longer than thirty (30) years) , but shall be subject to redemption prior to maturity as shall be specified in the Notice of Public Sale. The bonds shall be in de- nominations of $1,000 each, or multiples thereof and shall be numbered con- secutively from 1 upwards. Section 3. The City Manager, after consultation with the City Finance Officer, City Attorney and Bond Counsel, shall prepare a Notice of Public Sale of the bonds, select a date for the public sale and publish and otherwise distri- bute copies of the Notice in such publications and in such manner as he shall determine to be in the best interests of the City selling the bonds on the most favorable terms. The Notice of Public Sale shall contain the usual information, including a maturity schedule and redemption provisions. After the sale the City Board shall, by appropriate resolution, confirm the sale of the bonds to the successful bidder and in that resolution shall set forth the details of the bonds, including numbering, denominations, maturity schedule, redemption provisions and the Trustee and Paying Agent. The bonds may be sold at one time or may be sold in series from time to tirrr as the City Manager shall determine. In the event the bonds are sold in series appropriate provisions to accommodate thereto shall be set forth in the authorizing resolution referred to above and the bonds of all series, regardless of when sold and delivered, shall rank on a parity of security. Page 4 Section 4. The 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 bonds may be executed by the facsimile signature of the Mayor and the interest coupons attached to the bonds shall be executed by the facsimile signa- ture of the Mayor, with the facsimile signature of the Mayor to have the same force and effect as if personally signed by him. The bonds must be executed by the manual signature of the City Clerk. The bonds, together with interest thereon, shall be payable solely out of the Parking Facilities Revenue Bond Fund, as hereafter set forth, and shall be a valid claim of the holders thereof only against such Fund and the revenues pledged to such Fund, which revenues are hereby pledged and mortgaged for the equal and ratable payment of the bonds and shall be used for no other purpose than to pay the principal of and interest on the bonds. The bonds and interest thereon shall not constitute an indebted- ness of the City within any constitutional or statutory limitation. Section S. That the bonds and coupons shall be in substantially the following form, and the Mayor and City Clerk are hereby expressly authorized and directed to make all recitals contained therein (if the bonds are sold and delivered in series, appropriate changes shall be made in the form to accommo- date to series, and the series shall be designated alphabetically, beginning with Series A): UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF PULASKI CITY OF LITTLE ROCK % PARKING FACILITIES REVENUE BOND No. KNOW ALL MEN BY THESE PRESENTS: That the City of Little Rock, County of Pulaski, State of Arkansas, acknowledges itself to owe, and for value received, hereby promises to pay to bearer, or if this bond be registered, to the registered owner hereof, solely from the special fund provided as hereinafter set forth, the principal sum of DOLLARS in lawful money of the United States of America on the first day of October, 19_, and to pay solely from the special fund interest hereon at the rate of per cent ( — %) per annum from date, semiannually on April 1 and October 1 of each year, commencing October 1, 1971, upon presentation and surrender of the annexed coupons as they severally become due. Both the principal of and interest on this bond are made payable at the principal office of , (the "Trustee" and the "Paying Agent ") . Payment of principal, when registered as to principal, and payment of interest when registered as to interest, shall be by check or draft to the registered owner at his address on the bond registration book maintained by the Trustee. This bond is one of an issue of ( ) -bonds aggregating Dollars ($ ) , all of like tenor and effect, except as to number, denomination, rate of interest, na turity and right of prior redemption, and are issued for the purpose of financing the costs of accomplishing certain off - street parking facilities in the City at the location specified in the Authorizing Ordinance (the "parking facilities ") , paying necessary expenses incidental thereto, paying the expenses of issuing the bonds, making any needed provision for interest during and after construction, and funding a debt service reserve. The bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Act No. 468 of the Acts of Arkansas of 1949, as amended, and Act No. 185 of 1965, as amended, and pursuant to Ordinance No. of the Board of Directors of the City, duly adopted and approved on the 1st day of March, 1971, and an implementing resolution or resolutions (collectively referred to as the "Authorizing Ordinance "), and 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 payable solely from and se- cured by a pledge of (1) revenues derived from the operation of the parking facilities and (2) that amount of revenues derived from the gross receipts tax on hotel and motel accommodations and on restaurants, cafes, cafeterias and other establishments levied by Ordinance No. 12,353. of the City, adopted pur- suant to the authority of Act No. 185 of the Acts of Arkansas of 1965, as amended, necessary, together with revenues derived from the parking facilities, to insure the prompt payment of the principal of and interest on the bonds and the maintenance of the debt service reserve at the required level (subject, however, to the release from the pledge of the revenues described in (2) , at the option of the Board of Directors of the City, in the event: (a) the revenues described in (1) are sufficient during each year of any period of five (5) consecutive years to cover operation and maintenance expenses, the required depreciation► deposit and leave a balance equal to not less than 150% of average annual debt service require- ments on all outstanding bonds, and (b) the debt service reserve in the Parking Facilities Revenue Bond Fund has been increased to an amount equal to at least two times the level required by the Authorizing Ordinance), all as specified in detail in the Authorizing Ordinance. The City covenants and agrees to main- tain such rates and charges for the use of the parking facilities which shall be t i , sufficient at all times to provide, together with other available revenues, for the prompt payment of the principal of and interest on the bones, and Trustee's and Paying Agent's fees, as the same become due, for the operation and maintenance expenses of the parking facilities, make required deposits in the Depreciation Fund and maintain the debt service reserve at the required level. A sufficient amount of the pledged revenues to provide for the prompt payment of the principal of and interest on the bonds is to be set aside in a special fund designated "Parking Facilities Revenue Bond Fund" created by the Authorizing Ordinance. Reference is hereby made to the Authorizing Ordinance for a detailed statement of the nature and extent of the revenue pledges and security and of the rights and obligations of the City, the Trustee and the bondholders . The bonds are subject to redemption prior to maturity as follows: Notice of the call for redemption shall be published one time in a newspaper published in the City of Little Rock, Arkansas and having a general circulation throughout the State of Arkansas, at least thirty (30) days prior to the redemption date,. In addition, notice of redemption shall be mailed by registered or certified mail to the registered owner of any bond registered as to principal addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) days prior to the date fixed for redemption. In the event that all of the bonds are registered as to principal, notice in writing by registered or certified mail to the owner or owners thereof not less than thirty (30) days prior to the date fixed for redemption shall be suf- ficient, and published notice of the call for redemption need not be given. EF notice shall specify the numbers and the maturites of the bonds being called a -;. the date on which they shall be presented for payment. After the date specified in such call, the bond or bonds so called will cease to bear interest provided funds for their payment have been deposited with the Trustee, and, except for the purpose of payment, shall no longer be protected by the Authorizing Ordinance and shall not be deemed to be outstanding under the provisions of the Authorizing Ordinance. This bond may be registered as to principal or as to principal and interest and may be discharged from such registration in the manner, with the effect and subject to the terms and conditions endorsed hereon. Subject to the provisions for registration endorsed hereon, nothing contained in this bond or in the Authorizing Ordinance shall affect or impair the negotiability of this bond and this bond shall be deemed a negotiable instrument under the laws of the State of Arkansas and is issued with the intent that the laws of the State of Arkansas will govern its construction. In certain events, on the conditions, in the manner and with the effect set forth in the Authorizing Ordinance, the principal of all the bonds issued under the Authorizing Ordinance and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with the interest accrued thereon. This bond shall not be valid until it shall have been authenticated by the Certificate hereon duly signed by the Trustee. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, con- ditions and things required to exist, happen and 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; that the indebtedness repre- sented by the bonds does not exceed any constitutional or statutory limitation; and that sufficient revenues have been pledged to and will be set aside into the special fund provided in the Authorizing Ordinance for the purpose of paying the principal of and interest on the bonds. t � IN WITNESS WHEREOF, the City of Little Rock, Arkansas, by its Board of Directors, has caused this bond to be signed by the facsimile signature of the Mayor and by the manual signature of the City Clerk, and to be sealed with the seal of the City, and has caused the coupons hereto attached to be signed by the facsimile signature of the Mayor, all as of the first day of April, 1971. ATTEST: (SEAL) City Clerk CITY OF LITTLE ROCK, ARKANSAS By (Facsimile Signature) Mayor ( r � r � (Form of Coupon) No. N April, On the first day of October, 19 _, the City of Little Rock, Pulaski County, Arkansas, unless the bond to which this coupon is attached is paid prior thereto, hereby promises to pay to bearer, solely out of the spe- cial fund specified in the bond to which this coupon is attached, DOLLARS in lawful money of the United States of America, at the principal office of being six (6) months' interest then due on its Parking Facilities Revenue Bond, dated April 1, 1971, and numbered CITY OF LITTLE ROCK, ARKANSAS By (Facsimile Signature) Mayor (On each bond shall appear the following:) CERTIFICATE hereby certifies that this is one of an issue of bonds described in the face of the bond to which this Certificate is attached, aggregating $ in principal amount and numbered consecutively from I to inclusive. By (Authorized Signature) PROVISIONS 1'01-\ REG)S`l'RATION AND RL'CONVER33.ON This bond may be registered as to principal alone on the books of the City, kept by the trustee as bond registrar, upon presentation hereof to the bond registrar, which shall make mention of such registration in the registration blank below, and this bond may thereafter be transferred only upon an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the bond - registrar, such transfer to be made on such books and endorsed Hereon by the bond registrar. Such transfer may be to bearer, and thereafter transfer -- ability by delivery shall be restored, but this bond shall again be subject to successive registrations and transfers as before. The principal of this bond, if registered, unless registered to bearer, shall be payable only to or upon the order of the registered owner or his legal representative. Interest ,accruing on this bond will be paid only on presentation and surrender of the attached interest coupons as they respectively become due, and notwithstand- ing the registration of this bond as to principal, the appurtentant: interest coupons shall remain payahl.e to bearer and shall continue to be transferable by delivery; provided, that if upon registration of this bond, or at any time thereafter while this bond is registered in the name of the owner, the unmatured coupons attached evidencing interest to be thereafter paid hereon shall be surrendered to said bond registrar, a statement to that effect will be endorsed hereon by the bond registrar and thereafter interest evidenced by such surrendercc coupons will be paid by check or draft of the bond registrar at the times provided herein to the registered owner of this bond by mail to the address shown on the registration books . This bond when so converted into a bond registered as to both principal and interest may be reconverted into a coupon bond at the written request of the registered owner and upon presentation at the office of said bond registrar. Upon such reconversion the coupons representing the interest to become due thereafter to the date of maturity will again be attached to this bond and i statement will be endorsed hercc >>i by the bond registrar in the registration blank below whether it is then registered as to principal or payable to bearer. Name of Manner of : Signature of Date of Registration Registered Owner Registration : Rond Registrar Page 13 Section 6. That from and after delivery of the bonds the parking facilities shall be continuously operated as a revenue producing undertaking. All moneys received from the operation thereof shall be deposited in such de- pository or depositories for the City as may be lawfully designated from time to time by the Board of Directors, provided that such depository or dopositories shall hold membership in the Federal Deposit Insurance Corporation. All deposits shall be designated so as to indicate the particular fund to which the revenues belong. Any deposit in any fund in excess of the amount insured by the Federal Deposit Insurance Corporation, unless invested as hereinafter provided, must be secured by bonds or other direct or fully guaranteed obligations of the United States of America. Section 7. Parking Facilities Fund. All revenues derived from the operation of the parking facilities shall be paid into a special fund, which is hereby created and designated "Parking Facilities Fund." Such revenues so de- posited in the Parking Facilities Fund are hereby pledged and shall be applied as hereinafter set forth. Section 8. Parking Facilities Revenue Bond Fund. (a) There shall be deposited from the Parking Facilities Fund into a special fund which is hereby created and designated "Parking Facilities Revenue Bond Fund" (the "Bond Fund "), the sums in the amount and at the times hereafter stated in subsection (b) for the purpose of providing funds for the payment of the principal of and interest on the bonds as they mature, according to the schedule to be set forth in the implementing resolution referred to in Section 3 hereof, and the Trustee's and Paying Agent's fees. (b) There shall be paid from the Parking Facilities Fund into the Bond Fund on the first business day of each month until all outstanding bonds, principal and interest, have been paid, or adequate provision made for such payment, a sum equal to 1/6 of the next installment of interest and 1/12 of the next install- ment of principal of all outstanding bonds, plus an amount sufficient to provide for the Trustee's and Paying Agent's fees as the same become due. It is understood Page 14 that an amount to take care of interest during construction of the parking facilities may be withheld from the proceeds of the bonds and that the required monthly de- posits hereunder shall be so made as to coincide with any such amount withheld with the end result of there being on hand in the Bond Fund an amount sufficient to provide for the prompt payment of the interest on the bonds as the same become due. The payments for principal shall commence twelve (12) months prior to the first principal maturity of the bonds, or in the month immediately following the month in which the parking facilities become revenue producing, whichever is later, but if payments for principal commence less than twelve (12) months prior to the first principal maturity, the monthly payments made prior to the first principal maturity shall be proportionately increased with the end result of there being on hand in the Bond Fund an amount sufficient to provide for the prompt payment of the principal of the bonds as the same become due. Payments for Trustee's and Paying Agent's fees shall be made from time to time prior to the time such fees are due. (c) If the revenues in the Parking Facilities Fund shall be insufficient to make the required payment on the first business day of the following month into the Bond Fund, then the amount of any such deficiency in the payment made shall be added to the amount otherwise required to be paid into the Bond Fund on the Tirst business day of the next month. Furthermore, it is understood that the requirement to pay into the Bond Fund shall constitute a first charge and lien on the revenues in the Parking Facilities Fund to be paid before moneys in the Parking Facilities Fund are used for any other purpose. (d) There is hereby established a debt service reserve in the Bond Fund to be maintained in at least the-amount of the average annual requirements on all of the outstanding bonds for principal and interest (the "required level "). The debt service reserve is being initially funded out of the proceeds of the sale of the bonds, but if there are any expenditures therefrom, in accordance with the provisions hereof, the debt service reserve shall be brought back to the required level as soon as possible from moneys in the Page 15 Parking Facilities Fund over and above the amounts required for the deposits into the Bond Fund and the Operation and Maintenance Fund. The City may, at any time or from time to time, increase the level of the debt service reserve by making deposits therein from moneys remaining in the Parking Facilities Fund after the required provision for all other funds has been made and /or from revenues derived from the gross receipts tax not required to be deposited in the Bond Fund and /or in the operation fund in accordance with the provisions of Section 12 of this Ordinance. Expenditures shall be made from the debt service reserve only for the purpose of and to the extent necessary to prevent a default in the payment of the principal of and interest on the bonds. (e) When the moneys in the Bond Fund shall be and remain sufficient to pay the principal of and interest on all the bonds then outstanding and Paying Agent's fees, there shall be no obligation to make any further payments into the Bond Fund. (f) All moneys in the Bond Fund shall be used solely for the purpose of paying the principal of and interest on the 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 in- sure the prompt payment of the principal of, interest on, and Trustee's and Paying Agent's fees in connection with the bonds, as the same become due, and to main- tain the debt service reserve at the required level, such surplus may be used as the Board of Directors of the City shall determine, to redeem bonds prior to maturity in the manner provided herein for redemption prior to maturity or may be transferred to the Parking Facilities Fund. (g) There shall be withdrawn from the Bond Fund at least five (5) days before any principal or interest due date and deposited with the Paying Agent an amount equal to the amount that will be due for the sole purpose of paying the same, together with the amount necessary for Trustee's and Paying Agent's fees, and no withdrawal of funds from the Bond Fund shall be made for any other i Page 16 purpose except in the case of an accumulated surplus which may be used as aforesaid in (f) . All deposits shall be at the sole risk of the City and shall not operate as a payment of bond or coupon until so applied. (h) The 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 bonds is hereby irrevocably made according to the terms of this Ordinance, and the City, the Parking Authority and the Commission and the officers and em- ployees of the City, the Commission and the Parking Authority shall execute, perform and carry out the terms thereof in strict conformity with the provisions of this Ordinance. Section 9. Parking Facilities Depreciation Fund. After making the required payment into the Bond Fund, there shall be paid from the Parking Facilities Fund into a fund which is hereby created and designated "Parking Facilities Depreciation Fund" (the "Depreciation Fund ") on the first business day of the month immediately following the month in which the parking facilities become revenue producing and continuing on the first business day of each month thereafter while any of the bonds are outstanding, 3% of the revenues derived from the operation of the parking facilities. The moneys in the Depre- ciation Fund shall be used solely for the purpose of paying the cost of replace- ments made necessary by the depreciation of the parking facilities except, if at any time the amount of moneys on deposit in the Bond Fund shall be insufficient to pay the principal of and interest on the bonds as the same become due, moneys in the Depreciation Fund shall be used to the extent necessary to cover any such deficiency. If in any fiscal year a surplus shall be accumulated in the Depreciation Fund over and above the amount necessary to defray the cost of the probable replacements during the then current fiscal year, and the next ensuing fiscal year, such surplus may be transferred and paid into the Bond Fund; provided, however, that such payments into the Bond Fund shall be in addition to all other payments hereinbefore required to be made into the Bond Fund. Section 10. Parking Facilities Operation and Maintenance Fund. That after the required payments into the Bond Fund and into the Depreciation Fund, Page 17 there shall be paid from the Parking Facilities Fund into a fund which is hereby created and designated "Parking Facilities Operation and Maintenance Fund" (the "Operation Fund ") on the first business day of each month the amount estimated to be necessary for the payment of operation and maintenance expenses during that month. Moneys in the Operation Fund shall be used to pay the monthly expenses of operation, repair and maintenance of the parking facilities and any ,rjan.t l due under any lease of lands upon which the parking facilities are constructed. Fixed annual charges such as insurance premiums and the cost of major repair and maintenance expenses may be computed and set up on an annual basis, and one - twelfth (1/12) of the amount thereof may be paid into the Opera- tion Fund each month. If in any month for any reason there shall be a deficiency in the amount deposited into the Operation Fund, the amount of such deficiency shall be added to the amount otherwise required to be transferred and paid into the Operation Fund in the next succeeding month. If in any fiscal year a surplus shall be accumulated in the Operation Fund which shall be in excess of the cost of paying annual rental under any land lease and of maintaining and operating the parking facilities during the remainder of the fiscal year then current, and the cost of paying such annual rental and of maintaining and operating the parking facilities during the fiscal year then next ensuing, any such excess shall be transferred to the Bond Fund; provided, however, that any such transfer into the Bond Fund shall be in addition to all other payments required to be made into the Bond Fund. Section 11. Any moneys remaining in the Parking Facilities Fund after required provision for all other funds has been made, in accordance with the provisions pertaining thereto hereinabov -- set forth, may be used, as determined by the Board of Directors of the City, for any or all of the following purposes: (1) Redemption of bonds prior to maturity; or (2) The construction and equipment (including payment of debt service and related expenses and charges in connection with, bonds issued therefor) of improvements and additions to the parking facilities or of other parking facilities (including acquisition of land and payment of any other re- lated expenses) located elsewhere in the City; or 111 V1 " Mnls 1MtA1T11 r11i1 -nnco Page 18 Section 12. The City hereby expressly pledges, and covenants to use, revenues derived from the City gross receipts tax levied by Ordinance No. 12,353 of the Ordinances of the City, 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 may be required, together with revenues derived from the parking facilities, to make all required deposits under this Ordinance into the Bond Fund and the Operation Fund in accordance with the provisions of this Ordinance. All revenues derived from the 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 to use from time to time all of the revenues derived from the City gross receipts tax for any pur- pose authorized by Act No. 185 of the Acts of Arkansas of 1965, as amended, or by Ordinance No. 12,353,or as authorized from time to time by any applicable law or ordinance, subject in all instances to the priority of pledge and claim on such revenues in favor of these bonds. 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 parking facilities 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 until notified by the Trustee to the contrary, the Commission shall deposit in the Bond Fund and in the Operation 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 these bonds are outstanding, continue to collect the City gross receipts tax in at least the amount necessary to enable the City to dis- charge its obligations set forth in this Section 12 and 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 these bonds Page 19 shall be considered part of the "pledged revenues,,, or revenues pledged to these bonds, for purposes of Section 13 and all other sections and provisions of this Ordinance. All references 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. The above pledge of revenues derived from the City gross receipts tax is hereby expressly conditioned as follows: (1) The right is reserved to pledge, on a parity of security with the pledge to these bonds, revenues derived from the City gross receipts tax to additional bonds of not to exceed $500,000 in principal amount issued for the purpose of acquiring, constructing, reconstructing, improving and equipping facilities included in the overall convention center complex (including parti- cularly Robinson Auditorium facilities); and (2) The pledge of revenues derived from the City gross receipts tax may, at the option of the Board of Directors of the City, be terminated in the event: (a) for any period of five (5) consecutive years during which, in each year of the period, revenues derived from the operation of the parking facilities are sufficient to cover operation and maintenance expenses, the required deposit in the Depreciation Fund and leave a balance equal to not less than 150% of the average annual debt service requirements on all outstanding bonds; and (b) the debt service reserve established by Section 8 (d) of this Ordinance has been increased to a level equal to at least two times the required level specified by Section 8 (d) . Section 13. 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 these bonds, or, except as provided above in Section 12 wherein the right is reserved to pledge, on a parity basis, City gross receipts tax revenues to additional bonds of not to exceed $500, 000 in principal amount, ranking on a parity of lien or pledge with the lien and pledge in favor of these bonds on the Page 20 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 these bonds. Section 14. That it is hereby covenanted and agreed by the City with the holders of the bonds that the City, the Parking Authority and the Commission will faithfully and punctually perform all duties with reference to the parking facilities and the bonds, required by the Constitution and laws of the State of Arkansas and by this Ordinance, including the charging and collecting of suf- ficient rates and charges for the use of the parking facilities and the collection of the 1% 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 15. That the bonds shall be subject to redemption prior to maturity in the manner and in accordance with the terms set out in the bond form. Section 16. 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 com- plete and correct entries shall be made of all transactions relating to the parking facilities and the operation thereof, and such books shall be available for in- spection by the holder of any of the 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 de- livered 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 Operation Fund. Section 17. That the City covenants and agrees that the parking facilities will be maintained in good condition and that the parking facilities will be operated in an efficient manner and at reasonable cost. While any of the bonds are out- standing, the City agrees that it will insure and at all times keep insured with fire and extended coverage insurance, in the amount of the full insurable value, in responsible insurance companies author'--d and qualified under the laws of the State of Arkansas to assume the risks, :rye properties of the parking facilities at least to the extent that such properties would be covered by insurance by Page 21 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 applied solely toward the reconstruction and replacement of the parking facilities. If such proceeds are more than sufficient for such purposes, the balance remaining shall be deposited to the credit of the Bond Fund, and if such proceeds shall be insuf- ficient for such purposes, the insufficiency shall be supplied, first, from moneys in the Depreciation Fund, second, from surplus moneys in the Operation Fund, and, third, from surplus moneys in the Parking Facilities Fund. Nothing herein shall be construed as requiring the City to expend any funds for operation and maintenance of the parking facilities or for premiums on insurance other than the pledged revenues, but nothing herein shall be construed as preventing the City from doing so. Section 18. That the City covenants and agrees that so long as any bonds authorized hereby are outstanding, it will not mortgage or otherwise encumber the parking facilities, 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 19. (a) That if there be any default in the payment of the principal of and interest on any of the bonds, or if the City defaults in the per- formance of any covenant contained in this Ordinance, the Trustee may, and upon the written request of the holders of not less than ten per cent (107o) in principal amount of the bonds then outstanding shall, by proper suit compel the performance of the duties of the officials of the City, of the Parking Authority 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. Page 22 And, in the case of a default in the payment of the principal of and interest on any of the bonds, the Trustee may, and upon written request of holders of not less than ten per cent (10 %) in principal amount of the bonds then outstanding shall, apply in a proper action to a Court of competent jurisdiction for the appointment of a receiver to administer the parking facilities on behalf of the City and the bondholders with power to charge and collect (or by mandatory in- junction or otherwise to cause to be charged and collected) rates and charges sufficient to provide for the payment of the bonds and interest thereon and for the payment .of operation and maintenance expenses a n d t o a p p l y t h e revenues and income in conformity with the applicable laws of the State of Arkansas and with this Ordinance. When all defaults in principal and interest payments have been cured, the custody and operation of the System shall revert to the City. (b) No holder of any 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 per cent (10 %) in principal amount of the bonds of this issue then outstanding shall have made written re- quest 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, Page 23 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 execu- tion 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 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 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 bonds secured hereby, enforceable by the Trustee, may be enforced by it with- out the possession of any of the 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 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 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. (e) That no delay or omission of the Trustee or of any holders of the 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 bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. Page 24 (f) That the Trustee may, and upon the written request of the holders of not less than ten per cent (10 %) in principal amount of the 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 pro- visions 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 20. (a) Moneys in the debt service reserve shall 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, which shall mature, or which shall be subject to redemption by the holder thereof, at the option of such holder not later than ten (10) years after the date of each such investment. (b) Moneys held for the credit of any fund (other than the debt service reserve) 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 r Page 25 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 21. That in the event the office of Mayor, City Clerk, Parking Authority, 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 22. That the provisions of this Ordinance shall constitute a binding contract between the City and the holders of the outstanding bonds and coupons 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 not otherwise, the holders of not less than seventy -five per cent (75 %) in aggregate principal amount of the 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, amend- ing, 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 bond issued hereunder, or (b) a reduction in the principal amount of any bond or the rate of Page 26 interest therein, 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 bond or bonds over any other bond or bonds, or (e) a reduction in the aggregate principal amount of the bonds required for consent to such supplemental ordinance. Section 23. That the Mayor is hereby directed to publish (not less than ten (10) days prior to the hearing date specified in the notice hereinafter provided for) for one insertion in a newspaper published in the City and of general circulation therein, this Ordinance, to which shall be attached a notice signed by him in substantially the following form: r , r Page 27 NOTICE Notice is hereby given that the Board of Directors of the City of Little Rock, Arkansas, has adopted the Ordinance hereafter set out; that the City contemplates the issuance of the Parking Facilities Revenue Bonds des- cribed in the Ordinance; that any person may appear before the Board of Directors on the 15th day of March, 1971, at 7:30 o'clock p.m. , at the usual meeting place of the Board held in Little Rock, Arkansas, and present protests. At such hearing all objections and suggestions will be heard, and the Board of Directors will take such action as is deemed proper in the premises . DATED this day of March, 1971, George E. Wimberly Mayor * i 1 • 1 f Page 28 Section 24. 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 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 per cent (10 %) in principal amount of 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 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 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 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 bonds agree. Such written acceptance shall be filed with the City Clerk, and a copy thereof shall be placed in the bond transcript. Any successor Trustee shall have all 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 25. That when the bonds have been executed and the seal of the City impressed as herein provided, they shall be delivered to the Trustee, and r t • Page 29 the Trustee shall authenticate them and deliver them to the purchaser upon pay- ment in cash of the purchase price plus accrued interest to the date of delivery of the bonds (called "total sale proceeds"). The Trustee shall handle the total sale proceeds as follows: (a) The Trustee shall deposit into the Bond Fund an amount sufficient to provide for interest during construction, Trustee's and Paying Agent's fees , and the amount necessary to fund the debt service reserve, in accordance with a letter of instructions signed by the Mayor and delivered to the Trustee at the time of closing; and (b) The Trustee shall remit the balance of the total sale proceeds to the City for deposit by the City in a special account designated "Parking Facilities Construction Fund" (the "Construction Fund "), in a depository designated by the City that is a member of the Federal Deposit Insurance Corporation. The moneys in the Construction Fund in excess of the amount insured by the Federal Deposit Insurance Corporation, unless invested as herein authorized, shall be continuously secured by bonds or other direct or fully guaranteed obligations of the United States of America. The moneys in the Construction Fund shall be disbursed solely in pay- ment of the cost of accomplishing the parking facilities, paying necessary expenses incidental thereto and paying the expenses of issuing the bonds. Disbursements shall be on the basis of checks or requisitions which shall contain at least the following information: the person to whom payment is being made; the amount of the payment; and the purpose by general classification of the payment. Each check or requisition must be signed by one designated representative of the Parking Authority and, if desired by the Board of Directors and so specified to the deposi- tory of the Construction Fund, by one other person designated by the Board of Directors. If requisitions are used, the depository shall issue its check upon the Construction Fund payable to the person designated in the requisition. The depository of the Construction Fund shall be required to keep accurate records as to all payments made on the basis of requisitions , and the Parking Authority shall keep accurate records of all payments made on the basis of checks. tr Page 30 When the acquisition and construction of the parking facilities have been completed and all required expenses paid from the Construction Fund in connection with the parking facilities and the issuance of the bonds , this fact shall be evidenced by a certificate signed by the designated representative of the Parking Authority and by the Mayor, which certificate shall state, among other things , the date of the completion and that all obligations payable from the Construction Fund have been discharged. A copy of the certificate shall be filed with the depository of the Construction Fund, and a copy shall be filed with the Trustee, and upon receipt thereof the depository of the Construction Fund shall take the necessary steps to transfer any remaining balance in the Construc- tion Fund to the Parking Facilities Fund created by this Ordinance. Section 26. That 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 Ordi- nance. Section 27. That Ordinance No. 12,424, adopted and approved December 21, 1970, and all other ordinances and parts of ordinances in conflict herewith are hereby repealed to the extent of such conflict. Section 28. That the Parking Authority heretofore created pursuant to the provisions of Act No. 468 shall continue in office and shall continue to perform the duties specified by Act No. 468, by the ordinance creating the Park- ing Authority, and by this Ordinance, and references herein to "City" shall when applicable be construed to mean the Parking Authority. Section 29. That 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 bonds authorized by this Ordinance shall be issued and delivered. Section 30. That it is hereby ascertained and declared that the park- ing facilities should be completed as soon as possible in order that the parking IJ 7 � ^ � r Page 31 facilities be made available to the City and its inhabitants at the earliest possible time, all of which 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 bonds authorized by this Ordinance, and therefore an emergence, 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 passage. PASSED: March 1 1971 ATTEST: (SEAL) City Clerk APPROVED: