20852 2014012381 Received: 3/6/2014 3:31:02 PM
Recorded: 03/06/2014 03:37:35 PM Filed &
Recorded in Official Records of Larry Crane,
PULASKI COUNTY CIRCUIT/COUNTY CLERK
Fees$30.00
1 ORDINANCE NO. 20,852
2
3 AN ORDINANCE TO AUTHORIZE THE ISSUANCE AND SALE OF THE
4 CITY'S TAX INCREMENT IMPROVEMENT BONDS
5 (REDEVELOPMENT DISTRICT NO. 1 PROJECT), SERIES 2014, FOR
6 THE PURPOSE OF FINANCING CERTAIN IMPROVEMENTS WITHIN
7 THE DISTRICT; TO AUTHORIZE THE EXECUTION AND DELIVERY
8 OF A TRUST INDENTURE PURSUANT TO WHICH THE BONDS WILL
9 BE ISSUED AND SECURED; TO AUTHORIZE THE EXECUTION AND
10 DELIVERY OF AN INSTITUTIONAL INVESTMENT LETTER
11 PROVIDING FOR THE PLACEMENT OF THE BONDS; TO DECLARE
12 AN EMERGENCY; AND FOR OTHER PURPOSES.
13
14 WHEREAS, the Board of Directors of the City of Little Rock, Arkansas (the "City") has determined
15 that there is a great need for a source of revenue to finance the costs of alleviating blight and encouraging
16 development within the City; and,
17 WHEREAS, in furtherance of such purposes the City has previously created Redevelopment District
18 No. 1 (the"District")pursuant to Little Rock,Ark.,Ordinance No. 18,849(April 1,2003)("LRO_");and,
19 WHEREAS, it has been determined that the specific actions needed to alleviate such blight and
20 encourage development and redevelopment consist of the acquisition, construction and equipping of a
21 major street system within the District (collectively, the "Project"), as described within the District's
22 projected plan, as originally approved pursuant to LRO No. 20,831 (December 17, 2013) (the "Project
23 Plan");and,
24 WHEREAS,the City is authorized and empowered under the provisions of the Constitution and laws
25 of the State of Arkansas, including particularly Amendment 78 to the Constitution of the State of Arkansas
26 ("Amendment 78") and Arkansas Code Annotated (2013 Supp.) Sections 14-168-301 and following (as
27 from time to time amended, the "Act"), to issue and sell its bonds to finance the costs of various capital
28 improvements within the District such as those comprising the Project, which bonds are to be secured by
29 and payable from the ad valorem tax increment described in and authorized by the Act; and,
30 WHEREAS, as authorized under the provisions of Amendment 78 and the Act, the City has n
31 determined to issue and sell its Tax Increment Improvement Bonds(Redevelopment District No. 1 P dk �`}C#!Cifl�
w # r T
32 Series 2014, in the principal amount of not to exceed Two Million, Seven Hundred Fifty Thousand.1) lars ° �` .-��, r0
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1 ($2,750,000) (the "Bonds"), in order to provide financing for a portion of the costs of the Project, to fund
2 capitalized interest and to pay related costs of issuance; and,
3 WHEREAS,arrangements have been made for the placement of the bonds,such placement to be made
4 pursuant to the terms of an Institutional Investment Letter (the "Institutional Investment Letter") in
5 substantially the form presented to and before this meeting; and,
6 WHEREAS, the terms of the Bonds are consistent with the financing terms described in the Project
7 Plan;
8 NOW, THEREFORE,BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY
9 OF LITTLE ROCK,ARKANSAS:
10 Section 1. Under the authority of the Constitution and laws of the State of Arkansas, including
11 particularly Amendment 78 and the Act, there is hereby authorized the issuance of bonds of the City to be
12 designated as"City of Little Rock, Arkansas Tax Increment Improvement Bonds(Redevelopment District
13 No. 1 Project), Series 2014." The Bonds shall be issued at one time or from time to time in the original
14 aggregate principal amount of not to exceed Two Million, Seven Hundred Fifty Thousand Dollars
15 ($2,750,000). The Bonds shall mature and bear interest as specified in the Trust Indenture presented to
16 this meeting, as follows:
17 Maturity Interest Rate
18 March 1,2036 6.00%
19 The proceeds of the Bonds will be utilized (i) to finance the costs of acquisition, construction and
20 equipping of the Project described in the Project Plan, as shall be determined by subsequent action of the
21 City Board,(ii)to fund capitalized interest during the term of the Bonds, and(iii)to pay publication, legal,
22 placement and other expenses incidental to the issuance of the Bonds. The City Board hereby finds that
23 the real property within the District will be benefited upon completion of the portions of the Project selected
24 by the City Board to be completed with the proceeds of the Bonds.
25 The Bonds shall be issued in minimum denominations of One Hundred Thousand Dollars ($100,000)
26 and in increments of Five Thousand Dollars ($5,000) in excess thereof. The Bonds shall be dated, shall
27 be in the form, shall be numbered, shall be subject to redemption and mandatory tender prior to maturity,
28 and shall contain such other terms,covenants and conditions, all as set forth in that certain Trust Indenture
29 to be dated as of March 1, 2014 (the "Indenture"), by and between the City and Regions Bank, as trustee
30 (the "Trustee"), to be entered into by the City and the Trustee in substantially the form submitted to this
31 meeting.
32 The Mayor is hereby authorized and directed to execute and deliver the Bonds in substantially the form
33 thereof contained in the Indenture submitted to this meeting, and the City Clerk is hereby authorized and
34 directed to execute and deliver the Bonds and to affix the seal of the City thereto, and the Mayor and City
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1 Clerk are here by authorized and directed to cause the Bonds to be accepted and authenticated by the
2 Trustee. The Mayor is hereby authorized to confer with the Trustee and Williams & Anderson, PLC,
3 Little Rock,Arkansas("Bond Counsel"),in order to complete the Bonds in substantially the form contained
4 in the Indenture submitted to this meeting, with such changes as shall be approved by such persons
5 executing the Bonds,their execution to constitute conclusive evidence of such approval.
6 Section 2. In order to pay the principal of and interest on the Bonds as they mature or are called for
7 redemption prior to maturity, the Act provides that the District's tax increment, as defined in the Act(the
8 "Tax Increment"), shall be calculated annually and any positive amount distributed to the City for deposit
9 into the Redevelopment District No. 1 Tax Increment Fund created in LRO 18,849. Pursuant to the
10 Indenture,such fund will be assigned to and held by the Trustee for the benefit of the holders of the Bonds.
11 The City covenants and agrees that all receipts relating to the Tax Increment will be accounted for separately
12 as special funds on the books of the City, and receipts of said Tax Increment will be deposited and will be
13 used solely as provided in the Indenture.
14 Section 3. To prescribe the terms and conditions upon which the Bonds are to be executed,
15 authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute
16 and acknowledge the Indenture,and the Clerk is hereby authorized and directed to execute and acknowledge
17 the Indenture and to affix the seal of the City thereto,and the Mayor and City Clerk are hereby authorized
18 and directed to cause the Indenture to be accepted, executed and acknowledged by the Trustee. The
19 Indenture is hereby approved in substantially the form submitted to this meeting, including, without
20 limitation,the provisions thereof pertaining to the Tax Increment and the terms of the Bonds. The Mayor
21 is hereby authorized to confer with the Trustee and Bond Counsel in order to complete the Indenture in
22 substantially the form submitted to this meeting, with such changes as shall be approved by such persons
23 executing the Indenture,their execution to constitute conclusive evidence of such approval.
24 Advice has been given that a copy of the Indenture in substantially the form authorized to be executed
25 is on file with the City Clerk and is available for inspection by any interested person.
26 Section 4. In order to prescribe the terms and conditions upon which the Bonds are to be sold to the
27 purchaser, the Mayor is hereby authorized and directed to execute the Institutional Investment Letter on
28 behalf of the City,to be dated as of the date of its execution (the"Institutional Investment Letter"), by and
29 between the City and the purchaser, and said Institutional Investment Letter is hereby approved in
30 substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with Bond
31 Counsel in order to complete the Institutional Investment letter in substantially the form submitted to this
32 meeting, with such changes as shall be approved by such persons executing the Institutional Investment
33 Letter,their execution to constitute conclusive evidence of such approval.
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1 Advice has been given that a copy of the Institutional Investment Letter in substantially the form
2 authorized to be executed is on file with the City Clerk and is available for inspection by any interested
3 person.
4 Section 5. The Mayor and City Clerk,for and on behalf of the City,are hereby authorized and directed
5 to do any and all things necessary to effect the issuance, sale, execution and delivery of the Bonds and to
6 effect the execution and delivery of the Indenture,the Institutional Investment Letter,and a Tax Regulatory
7 Agreement relating to the tax exemption of interest on the Bonds, and to perform all of the obligations of
8 the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed,
9 for and on behalf of the City,to execute all papers, documents, certificates and other instruments that may
10 be required for the carrying out of such authority or to evidence the exercise thereof.
11 Section 6. Severability. In the event any section, subsection, subdivision, paragraph,
12 subparagraph, item, sentence, clause, phrase, or word of this ordinance is declared or adjudged to
13 be invalid or unconstitutional, such declaration or adjudication shall not affect the remaining
14 portions of this ordinance which shall remain in full force and effect as if the portion so declared
15 or adjudged invalid or unconstitutional was not originally a part of this ordinance.
16 Section 7. Repealer. All ordinances and resolutions inconsistent with this ordinance are hereby
17 repealed to the extent of such inconsistency.
18 Section 8.Emergency Clause. There is hereby found and declared to be an immediate need for certain
19 infrastructure improvements within the District, which improvements will benefit the public health, safety
20 and welfare of the City and its inhabitants, and the issuance and sale of the Bonds approved hereby for the
21 purpose of financing a portion of the Projects and the taking of the other actions authorized herein are
22 immediately necessary in connection with such improvements; it is, therefore, declared that an emergency
23 exists and this Ordinance being necessary for the immediate preservation of the public health, safety and
24 welfare shall be in force and take effect immediately upon and after its passage.
25 PASSED: March 4,2014
26 • TES • -- APPROVED:
27 l / ///
28 i
29 Swab ley,City Clerk Mark Stodola,Mayor
30 API AS TO LEGAL FORM:
31
32 al .
33 Thomas M. Carpenter,Citie Attort
34 II
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