HomeMy WebLinkAboutS-0867-WWWWWW Applicationf l
2007064617
08/16/2007 12:25:55 PH
Filed 6 Recorded in
Official Records of
PAT OIRRIEN
PULASKI COUNTY
CIRCUIT/COUNTY CLERK
Fees $50.00
BILL OF ASSURANCE
OF
THE PROMENADE AT CHENAL SHOPPING CENTER
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, LITTLE ROCK DEVELOPMENT COMPANY, LLC (hereinafter called
"Developer") is the owner of the following property (the "Property"):
LOT 1, TRACT 5, CHENAL VALLEY, AN ADDITION TO THE CITY OF LITTLE ROCK,
PULASKI COUNTY, ARKANSAS BEING MORE PARTICULARLY DESCRIBED AS:
Starting at the center of said Section 36; thence South 01 degree 02 minutes 12 seconds West
along the easterly line of the Northeast 1/4 Southwest 1/4, said Section 36, 1021.60 feet to a point
on the centerline of Chenal Parkway; thence Southeasterly along said centerline, being the arc of
a 2,864.80 ft. radius curve to the right, a chord bearing and distance of South 12 degrees 01
minutes 17 seconds East, 208.28 feet; thence South 80 degrees 03 minutes 43 seconds West,
80.00 feet to a point on the West right-of-way line of said Chenal Parkway; thence Northwesterly
along said West right-of-way line, being the arc of a 2,784.80ft. radius curve to the left, a chord
bearing and distance of North 11 degrees 54 minutes 08 seconds West, 190.89 feet; thence South
76 degrees 08 minutes 01 seconds West and continuing along said West right-of-way, 10.00 feet;
thence northwesterly and continuing along said West right-of-way line, bearing the arc of a
2,744.80 ft. radius curve to the left, a chord bearing and distance of North 17 degrees 21 minutes
59 seconds West, 338.81 feet to a point on the North right-of-way line of La Grande Drive and
the point of beginning; thence Northwesterly and continuing along said West right-of-way line of
Chenal Parkway, being the arc of a 2,774.80 ft. radius curve to the left, a chord bearing and
distance of North 22 degrees 21 minutes 10 seconds West, 144.68 feet; thence North 66 degrees
09 minutes 11 seconds East and continuing along said West right-of-way line, 10.00 feet; thence
Northwesterly and continuing along said West right-of-way line, being a arc of a 2,784.79 ft.
radius curve to the left, a chord bearing and distance of North 27 degrees 44 minutes 23 seconds
West, 378.14 feet; thence North 31 degrees 38 minutes 39 seconds West and continuing along
said West right-of-way line, 1010.69 feet; thence South 58 degrees 21 minutes 21 seconds West
and continuing along said West right-of-way line, 20.00 feet; thence North 31 degrees 38
minutes 39 seconds West and continuing along said West right-of-way line, 466.00 feet; thence
South 66 degrees 48 minutes 24 seconds West, 234.66 feet; thence Southwesterly along the arc
of a 1377. 39 ft. radius curve to the left, a chord bearing and distance of South 42 degrees 47
minutes 18 seconds West, 723.61 feet; thence South 32 degrees 10 minutes 39 seconds East,
1405.64 feet; thence Northeasterly along the arc of a 370.00 ft. radius curve to the left, a chord
bearing and distance of North 72 degrees 26 minutes 16 seconds East 3.15 feet; thence North 72
1
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said Plat shall always be deemed a sufficient description thereof
Said lands herein platted and any interest therein shall be held, owned and conveyed
subject to and in conformity with the following:
1. Setback Requirements. All buildings built on any lot shall comply with the setback
restrictions imposed upon the lot in the Plat.
2. Easements for Public Utilities and Drainage. A non-exclusive Easement, as described
herein, for the installation, maintenance, repair and replacement of utility services, sewer and
drainage, which has heretofore been donated and dedicated, a more specific depiction of which is
shown on the Plat filed herewith. Notwithstanding anything to the contrary herein, the Easement
and the use thereof by any person or entity entitled to the use thereof pursuant to the Plat and this
Bill of Assurance (each a "Permittee") shall be subject to all of the following conditions: (i)
Developer and the owner of the portion of any lot within the Easement shall have the right to
maintain therein, without limitation, landscaping, retaining walls, fences, monument signage and
other improvements that do not unreasonably interfere with the use, maintenance or operation of
the Easement or the improvements therein by any Permittee as contemplated and permitted under
this Bill of Assurance, and in no event may Developer construct any building within the
Easement; (ii) in the event the use of the Easement as contemplated and permitted herein
requires any Permittee to remove or otherwise disturb any landscaping or improvements in the
Easement, then prior to commencing such work Permittee shall give Developer written notice of
the contemplated date on which Permittee intends to commence such work, and following
completion of such work such Permittee shall, at its sole cost and expense, repair and restore (or
cause to be repaired and restored) the portion of the Easement and the improvements therein
removed or otherwise disturbed as a result of such work to the condition existing immediately
prior to such use; (iii) all utility lines and related improvements and equipment in the Easement
shall be located below grade, unless otherwise approved in writing by Developer and the owner
of the lot on which any above -grade improvements or equipment are proposed to be located
(each in the exercise of its sole and absolute discretion) prior to the installation thereof; (iv) all
work performed by any Permittee pursuant to this Bill of Assurance shall be performed in a good
and workmanlike manner, shall be diligently prosecuted and completed in the least practical
period of time reasonably necessary to perform such work, and shall be performed in a manner
so as to minimize, to the extent reasonably practical, any interference with the operation of the
Shopping Center, and (v) each Permittee hereby agrees to and shall indemnify, defend, and hold
Developer and its affiliates, owners, members, managers, partners, directors, officers, agents and
employees harmless from and against any and all "Losses" (as defined below) which arise from
or are in any way connected with any or all of the following (collectively, the "Permittee
Indemnified Matters"): (a) the exercise by any Permittee or its officers, directors, members,
partners, subtenants, invitees, agents, employees, contractors or representatives (collectively,
"Permittee Parties") of any rights or obligations under this Bill of Assurance, including without
limitation all construction and related activities and the use and operation of any improvements
located in the Easement and installed and/or utilized by such Permittee or its Permittee Parties;
(b) any act, omission or negligence of any Permittee or its Permittee Parties; (c) any violation or
alleged violation by any Permittee or its Permittee Parities of any law, code, ordinance or other
governmental regulation; (d) any breach or default on the part of any Permittee in the
performance of any covenant or obligation contained in this Bill of Assurance; and (e) claims for
work or labor performed for or materials supplied or fiirmshed to any Permittee and/or its
Permittee Parties.
In case any action or proceeding is brought against any or all of Developer or its
affiliates, owners, members, managers, partners, directors, officers, agents and employees by
reason of any of Permittee's Indemnified Matters, Permittee, upon notice from Developer shall
defend such action or proceeding by counsel reasonably satisfactory to, or selected by,
Developer. For purposes of this Article, the term "Losses" shall mean all claims, demands,
expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and
nature, suits, administrative proceedings, costs and fees, including, without limitation, attorneys'
and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal
and restoration, that are in any way related to any matter covered by the foregoing obligations.
3. Property Lines and Boundaries. Iron pins have been set on all lot comers and points
of curve and all lot dimensions shown on curves are chord distances, and all curve data as shown
on the Plat filed herewith is centerline curve data. In the event of minor discrepancies between
the dimensions or distances as shown on the Plat and actual dimensions and distances as
disclosed by the established pins, the pins as set shall control.
4. Modif cation. Any or all of the covenants, provisions or restrictions set forth in this
Bill of Assurance may be amended, changed or terminated, in whole or in part, by a written
instrument signed and acknowledged by Developer, the owner or owners of the lots affected by
such amendment, change or termination, in addition to the City of Little Rock, Arkansas; it being
agreed that if any amendment, change or termination of all or any portion of this Bill of
Assurance would not affect a lot, then the consent of the owner(s) of such lot(s) shall not be
required for such amendment, change or termination.
EXECUTED this 11� day of August, 2007.
Reviewed only for inclusion of minimum standards
required by the City of Little Rock subdivision regulations.
Bill of Assurance provisions established by ft
developer may exceed minimum regulatioru of tho
=bdvisiond zoning ordinances.
g[1(,lo
ry of Little Rock Planning Commission
LITTLE ROCK DEVELOPMENT COMPANY, LLC,
a Missouri limited liability company
By: RED Development of Little Rock, LLC,
a Missouri limited liability company, its manager
By: Venture West II, LC
a Missouri limited liability company,
its Manager
By:
Dan B:,Inager
degree 1 1 minutes 39 seconds East, 209.34 feet to a point on the said North right-of-way line of
La Grande Drive; thence North 72 degrees 11 minutes 39 seconds East along said North right -of
way line, 40.22 feet; thence Easterly and continuing along said North right-of-way line, being the
arc of a 507.46 ft. radius curve to the right, a chord bearing and distance of North 88 degrees 52
minutes 18 seconds East, 291.26 feet; thence South 74 degrees 27 minutes 04 seconds East and
continuing along said North right-of-way line, 198.07 feet; thence Easterly and continuing along
said North right-of-way line being the arc of a 447.46 ft. radius curve to the left, a chord bearing
and distance of South 85 degrees 33 minutes 19 seconds East 172.35 feet; thence North 68
degrees 10 minutes 36 seconds East and continuing along said North right-of-way line 47.40
feet; thence North 29 degrees 29 minutes 01 seconds East and continuing along said North right-
of-way line, 68.76 feet to the point of beginning.
located in the City of Little Rock, Arkansas (the "Promenade at Chenal Shopping Center");
and
WHEREAS, it is deemed advisable that all of the Property shown on the "Plat" (as
defined below) be subdivided into lots as shown on the Plat filed herewith and that said Property
be held, owned and conveyed subject to the covenants herein contained.
NOW, THEREFORE, Developer, for and in consideration of the benefits to accrue to it,
its successors and assigns, which benefits it acknowledges to be of value, has caused to be made
a plat, showing a survey made by Paul M. White, Registered Land Surveyor, dated August ,
2007, and bearing a Certificate of Final Approval executed by the Plaiming Commission of the
City of Little Rock, Arkansas, and showing the boundaries and dimensions of the Property now
being subdivided into lots (the "Plat"), being a replat of Lot 1, Tract 5, Chenal Valley, an
Addition to the City of Little Rock, Pulaski County, Arkansas.
There is shown on said Plat that certain non-exclusive "15' Utility, Drainage & Swlk.
Esrnt." (the "Easement") for drainage and/or utilities, which Developer hereby donates and
dedicates to and for the use of public utilities, the same being, without limiting the generality of
the foregoing, electric power, gas, telephone, water, sewer and cable television with the right
hereby granted to the persons, firms or corporations engaged in the supplying of such utilities to
use and occupy such Easement, and to have free ingress and egress therefrom for the installation,
maintenance, repair and replacement of such utility services and related equipment within such
Easement, all in accordance with and subject to the provisions hereof. The Easement donated
and dedicated herein shall additionally include the right to construct, install, use, maintain, repair
and replace one or more sidewalks within the Easement, subject to and in accordance with the
provisions of this Bill of Assurance.
The filing of this Bill of Assurance and Plat for record in the office of the Circuit Clerk
and Ex-Officio Recorder of Pulaski County shall be a valid and complete delivery and dedication
of the Easements, subject to the limitations herein set out.
The lands embraced in the Plat shall be forever known as "Lot I and Lots 2 - 9, Tract 5, Chenal
Valley, an Addition to the City of Little Rock, Arkansas," and any and every deed of conveyance
of any lot in The Promenade at Chenal Parkway describing the same by the number shown on
0.
ACKNOWLEDGMENT
STATE OF MISSOURI
COUNTY OF JACKSON
On this day before me, a Notary Public, duly commissioned, qualified and acting within
and for said county and state, appeared the within named Dan Lowe, to me personally well
known, who stated he was the Manager of Little Rock Development Company, LLC, and was
duly authorized in his capacity to execute the foregoing instrument for and in the name and
behalf of said Little Rock Development Company, LLC, and further stated and acknowledged
that he 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 seal this day of
August, 2007.
My Commission Expires:
0—DUg L'e' Z2:, 200�
t;7�� LAS:,
Notary Public J�7
THERESE M. RILEY
Notary Public —Notary seal
SATE OF MI550UR1
Jacksoncounty
Commission Number A 05802976
M oarnmias[on ex iree Nov.29 2009
CIVIL ENGINEERING DIVISION
FINAL PLAT FILING ,APPROVALS
FINAL PLAT NAME CHENAL VALLEY LOTS 1-9, TRACT 5
INSPECTOR REPORT
I have made a final inspection of the improvements and find that:
All improvements shown on construction drawings for the development are constructed and in conformance
with City requirements/standards.
C ain ImproveMn re ahn uncompleted and a punch list has been prepared and sent. --yy
Engineering Specialist Date: 17 � [/y�
AdRESSING SPE LIST'S REPORT
I h ere ie n t street names and street configuration are acceptable.
f
Addressing Specialist Date: 7 `�
TRAFFIC ENGINEER REPORT
I have reviewed the plat and find that:
All streetlight installation, stripping, signage and other traffic improvements have been constructed and are in
conformance with City requirements/standards.
Work orders have been prepared for signage and street lights.
Indicate the number of street signs ordered for this plat for billing to developer
Certain improvements remain uncompleted and a punch list has been prepared and sent.
�1 c_...... Traffic Engineer Date: % h
3 /07
CIVIL ENGINEER REPORT
I have reviewed the file for this matter and find that:
The maintenance bond has been submitted and it is the proper type and amount.
Financial assurance for the uncompleted improvements listed above has been received.
All other requirements for final plat approval have been satisfied.
�/ l Civil Engineer I/II Date: 710 (7-7
SURVEYOR'S REPORT
I have reviewed the plat and find that:
All requirememsfor final p t approval have been satisfied.
Surveyor Date: /f
MANAGER APPROVAL
All Civil Engineering requirements for filing this final plat have been satisfied.
Ve—. 1p Date: 171
i o 7
Design Review Engineer/Civil Engineering Manager
February 2007
EDWARD L. WRIGHT
(1903-1977)
ROBERT S. LINDSEY
(1913-1991)
ALSTON JENNINGS
(1917-2004)
JOHN G. LILE
GORDON S. RATHER, JR.
ROGER A. GLASGOW
ALSTON JENNINGS, JR.
JOHN R. TISDALE
JOHN WILLIAM SPIVEY III
LEE J. MULDROW
N.M. NORTON
CHARLES C. PRICE (1)
CHARLES T. COLEMAN
JAMES 1. GLOVER
EDWIN L. LOWTHER, JR.
GREGORY T. JONES (2)
BETTINA E. BROWNSTEIN (3)
WALTER McSPADDEN
JOHN D. DAVIS
JUDY SIMMONS HENRY
KIMBERLY WOOD TUCKER
RAY F. COX, JR. (7)
TROY A. PRICE
KATHRYN A. PRYOR
1. MARK DAVIS (3)
Mr. Bruce Moore
City Manager
City Hall
500 West Markham
Little Rock, AR 72201
WRIGHT, LINDSEY & JENNINGS LLP
ATTORNEYS AT LAW
200 WEST CAPITOL AVENUE, SUITE 2300
LITTLE ROCK, ARKANSAS 72201-3699
(501) 371-0808 FAX (501) 376-9442
903 NORTH 47TH STREET, SUITE 101
ROGERS, ARKANSAS 72756
(479) 986-0888 FAX (479) 986-8932
www.wlj.com
OF COUNSEL
RONALD A. MAY
ISAAC A. SCOTT. JR.
BRUCE R. LINDSEY (2)
JUDY ROBINSON WILBER
JAMES R. VAN DOVER
ELGIN R. CLEMONS, 1R.(6)
CHARLES S. BOHANNON (3)
Writer's Direct Dial No. 501-212-1310
jspiveyawlj.com
Reply to Little Rock Office
July 5, 2007
CLAIRE SHOWS HANCOCK (4)
JERRY J. SALLINGS
WILLIAM STUART JACKSON
MICHAEL D. BARNES
STEPHEN R. LANCASTER
KYLE R. WILSON
C. TAD BOHANNON (3)
J. CHARLES DOUGHERTY (7)
M. SEAN HATCH
J. ANDREW VINES
MICHELLE M. KAEMMERLING (5)
SCOTT ANDREW IRBY
PATRICK D. WILSON
DAVID P. GLOVER
REGINA A. YOUNG
PAUL D. MORRIS
EDWARD RIAL ARMSTRONG
DAWN D. JACKSON
CALEY B. VO
GARY D. MARTS, JR.
ERIC BERGER
P. DELANNA PADILLA
MARK N. OHRENBERGER
KATHRYN M. MARTINEZ
JEFFREY D. WOOD
Also licensed to Practice in
1 Michigan
2 District of Columbia
3 Texas
4 New York,
5 North Carolina
6 Licensed (n New York only
7 Licensed to practice before the United
States Patent and Trademark, Office
Mr. Tony Bozynski
Director of Neighborhoods & Planning
City of Little Rock
723 W. Markham
Little Rock, Arkansas 72201
Mr. Steve Haralson, Director Mr. Thomas M. Carpenter
Department of Public Works City of Little Rock
City of Little Rock, Arkansas City Hall
701 West Markham 500 West Markham Street
Little Rock, Arkansas 72201 Little Rock, Arkansas 72201-1400
RE: Approval of final plat for Promenade Addition to the City of Little Rock, Arkansas,
Pulaski County, Arkansas
Gentlemen:
We are attorneys for Chenal Valley Municipal Property Owners Multipurpose Improvement
District No. 10 of the City of Little Rock, Arkansas (the "Chenal District") and Deltic Timber
Corporation ("Deltic") in connection with the construction of the extension of Rahling Road
from Chenal Parkway south to its intersection with Kanis Road. This project includes
extension of intersecting streets including LaGrande Drive from Chenal Parkway to Rahling
Road.
It has come to our attention that the owner and developer of the Promenade Addition to the
City of Little Rock, Arkansas, Little Rock Development Company, LLC (the "Owner"), has
presented for final approval a plat of its development located generally at the southwest corner
of Chenal Parkway and Rahling Road. We have been advised by both the Owner and the
707574-v1
WRIGHT, LINDSEY & JENNINGS LLP
July 5, 2007
Page 2
project engineer, Mr. Tim Daters of White-Daters & Associates, that the City of Little Rock
Public Works Department has conditioned the filing of the final plat upon the Owner's
dedication of the right-of-way for Rahling Road extended and LaGrande Drive extended and
has further required that the Owner post acceptable security for the completion of the
improvements within the right-of-way to be dedicated.
While recognizing that the Department's requirements are within the scope of the City's
prerogatives, we should like to point out and ask for the City's consideration of the following:
First, the right-of-way for which dedication is requested is not the property of the Owner. The
right-of-way of Rahling Road extended and LaGrande Drive extended is outside the description
of the property owned by the Owner and which is properly pertinent to and a part of the
proposed final plat. Therefore, the Owner has no legal ability to comply with this aspect of the
City's request. A careful review of the plat will confirm these facts.
Second, adequate funds to complete the required improvements are available to the Chenal
District and Deltic, the owner of the right-of-way is prepared to dedicate the right-of-way to
the City upon completion of the improvements to the satisfaction of the City.
To further substantiate that adequate funds are available to complete the requested
improvements we have enclosed a number of exhibits for your information. The first is a
memorandum from Mr. Daters dated June 28, 2007, which sets forth Mr. Daters' assessment
of the remaining work associated with the right-of-way improvements on Rahling Road,
LaGrande Drive and Chenal Parkway. This work constitutes the perimeter improvements
outside the boundaries of the plat which are to be completed, financed and ultimately dedicated
to the City by the Chenal District. We also enclose a letter from Ms. Pam Colbert, Trust
Officer of BancorpSouth Bank, Trustee for the Chenal District's bonds. Ms. Colbert's letter
sets forth the current balance in the Construction Fund established pursuant to the Pledge and
Mortgage which serves as a security instrument for performance of the District's obligations.
We also enclose a copy of the District's Report of Commissioners which was approved and
filed with the City on November 17, 2005. The plan of work sets forth the scope of the
improvements to be completed by the Chenal District which was preliminarily accepted and
approved by the City at that time. Finally we also enclose a copy of the Pledge and Mortgage
which is recorded in the real property records of Pulaski County, Arkansas. The Chenal
District's funds may only be disbursed in accordance with the provisions of the Pledge and
Mortgage and for those improvements which have been undertaken by the Chenal District. A
copy of the transcript of proceedings of the Chenal District was filed with the City and has
been continuously available to the Public Works Department for its review for over a year.
707574-v1
WRIGHT, LINDSEY & JENNINGS LLP
July 5, 2007
Page 3
However, we also recognize that the City is concerned about the dedication of internal
roadways within the proposed Promenade addition for use by the public. The Owner proposed
and discussed with the City some time ago an agreement pursuant to which a separate
improvement district, the Promenade Municipal Property Owners Multipurpose Improvement
District No. 10 of the City of Little Rock, Arkansas (the "Promenade District") would
construct any and all public improvements within the boundaries of the proposed plat subject to
the City's agreement to accept the dedication of these public improvements once completed by
the Promenade District. The description and scope of these improvements are shown and set
forth in the plans and specifications prepared by Mr. Daters and submitted to the City for its
consideration and approval. It is our understanding that these have been thoroughly reviewed
by the City and that based upon such plans and specifications, the City has given approval to
the Owner to proceed with the construction of these improvements.
In addition, we prepared and submitted to Mr. Carpenter some months ago, the form of an
agreement setting forth the respective responsibilities of the Owner, the Promenade District
and the City. The Promenade District issued its bonds in January of 2007 and those funds are
available to complete all public improvements within the boundaries of the Promenade District
which boundaries are coterminous with those of the plat. In short, monies are available to
fully fund all necessary public improvements both within the boundaries of the plat and those
along the perimeter.
As with all streets constructed by improvement districts, including Chenal Parkway and
Rahling Road, the public rights -of -way will either be dedicated upon completion by the
appropriate district and final approval of construction by the Public Works Department, or as
with the thoroughfares within the Promenade Addition, these streets will be "dedicated for
public use" but will be maintained by the Owner. Dedication by the Chenal District will be
made subject to the Chenal District retaining responsibilities for maintaining the streets for a
one year period following completion. After the one year period, final dedication to the City is
made at which point the City assumes future responsibilities for maintenance of these
roadways. This is the same procedure which has been previously approved and followed by
the City for many, many years.
At present, due in large part to delays in completion of Rahling Road because of utility
location problems along Chenal Parkway, the Owner is unable to proceed with the submission
of plans for buildings on the Promenade site. This also delays the Owner's leasing efforts and
results in further delays to the project. In point of fact, access to the Promenade site can be
had from -Chenal--Parkway in addition to Rahling Road and- LaGrande- Drive and --the City's
legitimate concerns about completion of all boundary street improvements have been
adequately secured for some months.
707574-v1
WRIGHT, LINDSEY & JENNINGS LLP
July 5, 2007
Page 4
It is our sincere hope on behalf of the Owner, the Chenal District, the Promenade District and
Deltic that this explanation and clarification will be sufficient to assure the City that completion
of the public improvements upon which final approval and acceptance of the Promenade plat
have been conditioned, will in fact be completed, financed and delivered in a timely manner.
In fact, the improvements on Rahling Road and LaGrande Drive as extended and along Chenal
Parkway, would have already been completed but for delays incurred along Chenal Parkway as
a result of a dispute among the City, Centerpoint Entergy and the Chenal District concerning
the relocation of a natural gas service line. We believe that this dispute has been resolved and
relocation of the service line will proceed apace which will permit the prompt completion of
the required improvements.
We respectfully request that the City consider these submissions and take such steps as are
necessary to immediately approve and accept the Promenade plat for filing. This will allow
the Owner to proceeds with construction and leasing of the Promenade Shopping Center
without experiencing additional expensive and time consuming delays. Your prompt
consideration of these requests is sincerely solicited.
Cordially,
WRIGHT, LINDSEY & JENNINGS LLP
J William Spivey
Attorneys for the penal District, the
Promenade District and Deltic Timber
Corporation
JWS:jlh
Enclosure
707574-v1
' EXHIBIT "All
Memo
To: Vince Floriani via fax
From: Tim Daters
CC: Bill Spivey
Date: June 28, 2007
Re: District 10 — Rahling Road and LaGrande Drive
Vince,
Multipurpose Improvement District 10 and Deltic would like to plat the Rahling Road and LaGrande
Drive right-of-way prior to completion of the improvements. Had we not incurred the delay in adjusting
the Centerpoint gas main I am sure we would have been complete by now.
The attached spread sheet shows the remaining work associated with the plat.
All of this work is within the District's scope. This District has been fully funded and sufficient funds to
complete this work are held by the Trustee.
Please let me know if you need any additional information.
Thank you for your help.
Tim Daters
Attachements; Final Plat, Cost Estimate
0 Page 1
WHITE-DATERS & ASSOCIATES
Consulting Engineers
24 Rehling Circle
Little Rock, AR. 72223
Owner: C.V.M.P.O.M.P.I.D. #10 of L.R., AR
Contractor: Harper Construction Company
P.O. Box 127, Prattsvllle, AR 72129
Item
No Description
GRADING, PAVING & DRAINAGE
1 Fine Grading and Backfill
2 Convert 4' Inlet to Heavy Duty Junction Box
3 Convert 5' Inlet to Heavy Duty Junction Box
4 Convert 6' Inlet to Heavy Duty Junction Box
5 4' Dia. Curb Inlet & Junction Box, 0'4' Depth
6 5' Dia. Curb Inlet, 0'-5' Depth
7 Concrete Curb & Gutter
8 Type No. 2-A Concrete Curb & Gutter
9 9" Thick Compacted Crushed Slone, Base Course (SB-2)
10 10" Thick Compacted Crushed Stone, Base Course (SB-2)
11 2" Thick Hot Mix Asphaltic Concrete Binder Course
12 3" Thick Hot Mix Asphaltic Concrete Binder Course
13 2" Thick Hot Mix Asphalt Conc.Wearing Surface, type III
14 4" Thick 3000 PSI Concrete Sidewalk
15 Handicap Ramps
16 6" Thick, 3000 PSI Concrete Traffic Island
17 Sawcul Asphalt
18 Remove & Dispose of Existing Concrete Curb & Gutter
19 Seed, Fertilizer & Mulch Cover
20 Pavement Striping, 4" Wide Paint
21 Pavement Marking, 12" Wide Paint
22 Pavement Symbols
23 Modifications to Traffic Signal
TOTAL PROJECT P-1 (Remaining Work)
ESTIMATE OF REMAINING WORK
RAHLING ROAD EXTENSION & LAGRANDE
DISTRICT 10
LITTLE ROCK, ARKANSAS
DATE: June 28, 2007
Job #05-250T
Bid
antity
Remaining
Work
Unit
Price
TOTAL
100% LS
100%
$10,000.00
$10,000.00
2 EA
2
$1,600.00
$3,200.00
2 FA
2
$1,900.00
$3,800.00
2 FA
2
$2,400.00
$4,800.00
16 FA
2
$1,650.00
$3,300.00
5 FA
3
$2.700.00
$8,100.00
2,800 LF
1500
$7.90
$11,850.00
3,500 LF
1000
$10.15
$10,150.00
13,900 SY
5000
$9.00
$45,000.00
5,800 SY
5800
$10.00
$58,000.00
19,100 SY
5000
$5.60
$28,000.00
5,800 SY
5800
$8.40
$48,720.00
24,900 SY
10800
$5.90
$63,720.00
4,300 SY
280
$27.50
$7,700.00
20 FA
8
$550.00
$4,400.00
180 SY
180
$38.50
$6,930.00
3,000 LF
3000
$3.75
$11,250.00
3,000 LF
3000
$10.00
$30,000.00
10.0 AC
5
$1,825.00
$9,125.00
15,000 LF
15000
$0.50
$7,500.00
400 LF
400
$2.10
$840.00
50 FA
50
$220.00
$11,000.00
0% LS
100%
$10.000.00
$10,000.00
I certify that this toll ell ly estimates the cost of completing the work In the ROW.
Tlmolhy E. Dalers, P. E.
$397,385.00
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EXHIBIT "B"
no
Bancorp-Sautim
July 2, 2007
W. Steve Haralson, Director
i)epa=ent of Public Works
City of Little Rock, mesas
701 West Markbam
Little Rock, Arkansas 72201
RE: Chenal Valley Municipal Property Owners Multipurpose improvement District No. 10
of the City of Little Rock, Arkansas (the "District.')
Dear Mr. Haralson:
BancorpSouth Bank is Trustee for the above referenced District pursuant to the Provisionsf alat
of
certain Pledge and Mortgage dated January 1, 2006 and recorded in the real propertyrecords
Pulaski County, Arkansas. At present the Trustee holds the Construction Fund created pursuant
to Section 9(c) thereof for purposes of completing the District's Plan of Improvements. At
present the remaining balance in the Construction Fund is S5,318,182.83. These funds may be
disbursed only in accordance with the provisions of the Pledge and Mortgage.
If you require further information, please feel free to contact the undersigned.
Cordially,
BANCORPSoXJTH BAND
By-.—9— � 9 �
�
Name: Pam Colbert, CTF'A
Title: Sr. Vice PresidenvDivision Manager
TjQt7,tyb Asset Management • P.O_ Box 908 • Stuttgart, AR 72160.870-673-3545 - Fax 370-673-3962
Jul-02-2007 19:85
From -Banco
EXHIBIT "C" T-881 P.002 F-756
REPORT OF CONMSSIONERS OF
CHENAL VALLEY WMCiPAL PROPERTY OWNERS
MU LTI-PURPOSE IMPROVEMENT DISTRICT NO. 10
OF LITTLE ROCK, ARKANSAS
In accordance with the provisions of Arkansas Code Annotated §14-94-110, we, the undersigned Board
of Commissioners of Chenal Valley Municipal Property owners Multi -Purpose Improvement District No. 10
of 1`ittie Dock, Arkansas hereby report that we have qualified by taking ota Oaths of Office and that we have
(irganized by electing Ray C Dillon as Chairman, Clefton D. Vaughan as Vice Chairs= and W. Bayless
Bowe as Secretary.
We report that we have employed the following to serve the district in the respective capacity as
Indicated:
Counsel:
Wright. Lindsey & Jennings LLP
200 West Capitol, Suite 2300
Little Rock, Arkansas 72201
'
Engineers:
White-Daters & Associates, Inc.
24 Rahlirig Circle
Little Rock, Arkansas 72223
r o`
Assessor:
John R. Larrison
L61
k
t`'
an
Larrison &
�
11300 Cantrell, 205
;CD
Little Rock, Arkansas 72212
°1
investment Banker:
Stephens Inc.
111 Center Street, 23rd Floor
Little Rock, Arkansas 72201
We farther report that we have farmed and approved plans for the improvements to be accomplished by
the District as follows:
(i) constructing a 4,050 linear feet extension of Rahling Road from Chenal Parkway
to Kanis Road, and improvements to Rahling Road and Chenal Parkway at the intersection
thereof including construction of bridge and weir improvements at the Rock Creek
intersection, and improve=nts to Rahling Road and Kanis Road at the intersection thereof;
constructing a 1,950 linear feet extension of LaGrande Drive; a 650 linear feet extension of
Champagnolle Drive; together with such other street and road improvements incidental
thereto as may be depicted in the map attached as Exhibit "A"; and to open, grade, drain,
pave, curb, gutter or otherwise improve such other streets, roads, highways, and every other
way for passage and use of vehicles, and including sidewalks, pedestrian trails and
walkways, viaducts, underpasses and appurtenant lighting, either within or without the
boundaries of the District if the property of the District will be benefited thereby, and such
purposes shall include the acquisition of rights of way by purchase or the exercise of the
power of eminent domain;
(ii) constructing water mains along various streets and roadways and additional
water mains at other locations within the District as may be depicted on the map attached as
Jul-02-2007 13:35 From-BancorpSouth Trust & Asset Management +8706733962 T-881 P.003 F-756
'.;
Exhibit "A" and other appurtenant water improvements either within or without the
t boundaries of the District if the property of the District will be benefited thereby;
(iii) constructing Sanitary sewer gravity mains as may be depicted on the map
attached as Exhibit "A' and other appurtenant sewer improvements either within or without
s e boundaries of ttw, District if the property of the District will be benefited thereby;
the
(i.v) acquiring and constructing electric junction boxes, electric conduits,
underground power lines, street lighting and other electric utility inVrovemerits as may be
depicted on the mp attached hereTo as Exhibit "A„ either within or without the bmmdaries
of the District if the property of the District will be benefited thereby;
(v) all other purposes authorized by Ark. Code Ann. Title 14, Chapter 94 and
amendments thereto, and (vi) paying the costs associated with such irnproveraznts
including, but not limited to, engineering, legal, environmental surveys, governmental
approvals and permits; and
(vii) conducting any and all other acts which shall be deemed necessary in order to
purchase, construct, accept as a gift, operate and maintain any and all improveMOuts
authorized therein.
The sewer described in paragraph (3) shah be connected to and become a part of the Little Rock
municipal sewer system The water facilities described in paragraph (2) shall be connected to and becon-& a
part of the Central Arkansas Water System or its successor. The, Street and road improvements described in
paragraph (1) shall be dedicated as public thoroughfares. The estimated costs of the improvements, exclusive
of capitalized interest and costs of issuing improvement bonds, are $7,300,000.
Dated: June 13, 2005. It
t�—e 01 Aj, J,
Ray Ct. Dillon, Commissioner
Cleftou D. augh , Commissioner
W. bayless. R 941 Commissioner
.M28S-v1 2
Jul-02-2007 13:36 From—SancoraSouth Trust & Asset Management +8706783062 T-081 P.004 F-756
Jul-02-2007 13:36 From —Rancor EXHIBIT -'D" 5793962 T-661 P.005 F-756
$1/26/086V;1 41 PR
Filed $ Recorded in
Official Reeards of
PAT O'BRIEN
PUMASKI COUNTY
PLEDGE jl MORTGAGE CIRCOXTICOLNp CLERK
Fees $71.00
Know ALL MEN BY THESE PRESENTS:
VaiHREAS, this Pledge and Mortgage is dated as of January 1, 2006; and
WHEREAS, Chenal Valley Municipal 1roperty Owners Multipurpose Improvement District No. 10
of the City of Little Rock, ALrkansas (the "iNstl•ict "), has issued its $7,900,000 in aggregate principal amo=1
ofCapi%l ImPr❑vemera.t Bonds, Series 2006 (thc "Ck)nds"); and
WHEREAS, the Bonds have been issued lu finance the costs of constructing sewer, water, street,
lighting, drainage and related improvements ("Improvements") to serve the real property in the District, as
set forth in detail in the Petition for fommtion of the District; and
WHEREAS, the District includes the real property embraced within the lands, located in Mask
County, Arkansas, described in Exhibit A hereto; and
WHEREAS, interest on the Bonds is .payable on, March 1 and September 1 of, each +ear,
mencin September ], 2006; and the Bonds mature: and bear interest as follows:
MATURITY SCHEDULE
$3,965,000 Serial Bonds
Maturity
Interest
Maturity
Interest
arch ]
Amount
Rate
arch 11
Amount
)Efate
2007
$205,000.00
3.200%
2015
$270,000.00
3.800%
2008
210,000.00
3.300
2016
280,000.00
3.900
2009
215,000.00
3.350
2017
290,000.00
4.000
2010
225,000.00
3.400
2018
300,000.00
4.100
2011
230,000.00
3A50
2019
315.000.00
4.200
2012
240,000.00
3,500
2020
330,000.00
4.300
2013
25.0,000.00
'3.600
2021
345,000.00
4.400
2014
260,000.00
3.700
$3,935,000 Term Bonds at 4.700%, due March 1, 2030
WHEREAS, the Bonds are in substantially the fallowing form:
Jul-02-2007 13:36 From-BancorpSouth Trust & Asset Management +8706733962 T-881 P.006/026 F-756
i
(Form of SerieQ-6 Bonds)
(Face of Bond)
No. R. - $__,000
STATE OF ARKANSAS
CHENAL VALLEY MUNICIPAL PROPERTY OWNERS
MULTIPURPOSE IMPROVEMENT DISTRICT NO.10 OF THE
CITY OF Ln fLL' ROCK, ARKANSAS CAPI'l'AIL
IMPROVEMENT BONDS, SERIES 2006
Interest Commencement Date: January 1, 2006 Interest Rate: %
Maturity Date: March 1, 201) CUSIP No.:
Registered Owner. Cede & Co.
Principal Amount: _ Hundred Thousand Dollars
For value received, Chenal 'Valley Municipal Property Owners Multipurpose: Improvement District
No. 10 of the City of Little Rock, Arkansas (the "District") promises to pay to the Registered Owner shown
above the Nueipal Amount shown above on the Mardrity Date shoven above (subject to redemption prior to
maturity as described below) and to pay interest (computed. on the basis of a 360-day year of twelve 30- ay
months) on such Principal Amount from .the Interest Commencemetut Date spceiiie4 above until. such
Principal Amount shall be paid at the Interest Rate per annurn set forth above. Interest is payable on each
March 1 and September 1 (each an "Interest Payment hate") after the Interest Commencement Date, but not
earlier than September 1, 2006.
Principal of this Bond is payable to the Registered Owner upon presentation when due at the
principal corporate trust office of BancorpSouth Hank (the "Trustee"), in Stuttgart, Arkansas. Except as
otherwise provided in the Pledge and Mortgage (as hereinafter defined) with respect to interest not
t punctuaAy paid, payment of each installment of interest shall be mode to the person in whose name this
l Bond is registered on the registration books of the District maintained by the Trustee at the close of business
r
on the fifteenth day of the month whether or noF a business day).p�xt pr_ g each Interest Payment Date
We "Record Date"), irrespective of this anyi. uransf'er or exchai of Hnr3osubsequent. to such �R=rd Date
and prior iD such. Interesf Payment Date. Such interest payments shall be by check of the Trustee mailed to
such Registered Owner at the address appearing on such registration books. Payment of the principal of and
interest on this Bond shall be made in such coin or currency as is lawful money of the United States of
America at the time such payment is made.
This Bond is issued underthe authority of the Constitution and laws of the State of Arkansas,
including Arkansas Code of 1987 Annotated, Title 14, Chapter 94, and a resolution of the Board of
Commissioners of the District. It shall not be valid unless the Certificate of Authentication shall have been
signed by the Trustee.
(SEE TR E REVERSE SIDE FOR ADDITIONAL PROVISIONS AND DEFA+YITIONS WIIICH
HAVE Ti-M SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE.)
THE DISTRICT HAS DESIGNATED THE ISSUE OF WHICH THIS BOND IS A PART AS
"QUALIFIED TAX-=MPT OBLIGATION'S" WMEN THE MEANING OF SECTION 265 OF Title
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Jul-02-2007 13:36 From-BanoorpSouth Trust & Asset Management +8708733962 T-661 P-007/026 F-756
IN W FNESS WHEREOF, the District has caused this Bond to be executed in its name by its
Commissioners by their manual or facsimile sipamres and its corporate seal impressed or imprinted hereon,
and has caused this Bond to be dated as of January 1, 2006,
CHENAL VALLEY MUNICIPAL PROPERTY
OWNERS MULTIPURPOSE IMPRONTMENT
DISTRICT NO, 10 OF THE CITY OF LITTLE ROCK,
ARKANSAS
Bv:
(SEAL) .
Commissioner
Commissioner
Commissio=
6L2238-vl
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Jul-02-2007 13:86 From-SanoorpSouth Trust & Asset Management +8706783962 T-881 P-006/020 F-758
CERTIFICATE OF AiTFfMT3'TCATION
This Bond is one of the Bonds described in the within mentioned Pledge and Mortgage and is one of
the Capital improvemetrt Bonds, Series 2006, dated January 1, 2006 of the Chenal Valley Municipal
Property Owners Multipurpose Improvement District No. 10 of the City of Little Rock Arkansas.
BANCOR7PSOUTH BANK, TRUSTEE
By
Authorized Officer
612238-v1
4
Jul-02-2007 13:37 From-BancorpSouth Trust & Asset Management 48706733962 T-881 P.009/026 F-758
(Back of Bonds)
CHENAL YALLfEY MUNICIPAL PROPERTY OWNERS MULTIPURPOSE Y1VII'ROVEMENT
]DISTRICT NO.10 OF THE CITY OF LUU F ROCK, ARKANSAS
CAPITAL IMPROVEMENT BONDS, SERIES 2006
ADDITIONAL PROVISIONS
This Bond is one of an issue of Capital improvement Bonds, Series 2006 of the District dated
January 1, 2006 (the "Bonds"), in the principal amount ofS7,900,000.
The District was formed for the purpose of constructing sewer, water, street, lighting, drainage and
related improvements to serve the real property in the District {the "Improvements").
The Bonds are general obligations of the District, issued pursuant to and entitled to the security
provided for in a Pledge and Mortgage dated the date of initial issuance of the Bonds (the "Pledge and
Mortgage"), In the Pledge and Mortgage, the District has pledged to the payment of the Bonds its
assessment of benefits, interest on the assessment of benefits and revenues derived from the Special Tax
(hereinafter defined). By order of the Board of Commissioner of the District, duly adopted and approved,
there has been levied upon the real property located within the District a continuing annual tax (the "Special
Tax") to be collected in annual installments of 2.31% of the total assessment of benefits of the District
(unless reduced or increased as provided in the Pledge and Mortgage).
Reference is hereby made to the Pledge and Mortgage, which:is recorded in the office of the Circuit
Clerk and Ex Officio Recorder of Pulaski County, Arkansas, for details of the nature and extent of the
security and of the rights and obligations of the District, the Trustee and the registered owners of the Bonds.
By receiving and holding this Bond, the holder accepts and agrees to be bound by the terror and conditions
of the fledge and Mortgage.
The Bonds are issuable only in the form of registered Bonds without coupons in denominations of
$5,000 or an integral multiple thereof. Prior to proper presewm=t for transfer, the District and the Trustee
may deem and treat the Registered Owner hereof as the absolute owner of this Bond for the purpose of
receiving payment of or on account of principal hereof and interest due hereon and for all other purposes
and shall not be aff=ed by any notice to the contrary.
This Bond is transferable or exc?tangeable only upon its delivery to the Trustee, accompanied, in the
case of a transfer, by a written instrument of transfer in form and with guaranty of signature satisfactory to
the Trustee, duly executed by the Registered Owner or his attorney -in -fact or legal representative,
containing written instructions as to the details of the transfer, along with the social security number or
federal employer identification number of such transferee. Upon such a transfer, the Trustee shall at the
earliest practicable time enter the transfer of ownership in the registration books. The District shall execute
and the Trustee shall autlieoticate and deliver in exchange for Bonds properly presented for transfer or
exchange, in the nano of the transferee or transferees or the holder, as the case may be, a new fully
registered Bond or Bonds of the same maturity and interest rate for a like aggregate principal amount and in
such authorized denornination or denominations as may be requested. There shall be no charge to the holder
or any transferee for any transfer or exchane, except an amount or amounts sufficient to reimburse the
District and the Trustee for any tax, fee or other govemmeatal charge required to be paid with respect to
such transfer.
G12238-v1
5
Jul-02-2007 13:37 From-BancorpSouth Trust & Asset Management +8706783962 T-881 P.010/026 F-756
The Bonds are subject to redemption prior to iry, in inverse order of mauities and by lot
within a maturity, at a redemTtion price equal to the prin x I amount being redeemed plus aeaved interest
to the date of redemption, as follows:
(a) Mandatory Redemption. The Bonds will be subject to mandatory redemptipp and paym U
pric r to their stated maturity at rhe,r!tdem%kpn price of 100% of the pt incipal asnotulLtlereof pfii accsuod
i:qi�—rest to the rede:n�tion dare, without,premiurn, (1) op. the Mm Intcrr st I'ayment.l AMAN Z.thn.complction .
of the rovemTL for which notice of redemptis�mtly he._glvcn as describeabelaw. f�eom.and-to-the .
extent of weeds derived from the sale of the Bonds and for any reason not usedto pay the cost of the
ro�ernent5, and (2} oti each Marchui on aui agar ll+famh 1 24Q7, tinm rsrrd to the cartentf tie Bocci.
d Surplus (as �finecl in the Pledge aiic� lvfortga�e}. �" .— , , � � _
(b) Optional Redemption. The Bonds maturing after Mardi 1, 2013 will be subject to
redemption and payment prior to their stated maturity at the option of the Disirit.•t, fi-om any fund source in
whole or in part on any date at par value plus accrued interest to the redemption date:
(c) Mandatory Sinking Fund Redemption. The Bonds maturing March 1, 2030 will be subject to
mandatory sinking fund redemption at the redemption price of 100% of the principal amount thereof plus
accrued interest to the redemption date, as follows:
March 1
Amount
2022.
$ 360,000
2023
375,000
2024
395,000
2025
415,000
2026
435,000
2027
455,000
2028
475,OOo
2029
500,000
2030 (maturity)
525,000
Bonds or portions thereof will be redeemed in inverse order of maturity and by lot within a maturity, in the
principal amount of $5,000 or any integral multiple thereof. In the case of a partial redemption of Bonds of
the same stated maturity, the Bonds or portions thereof to be redeemed will be selected by the Trustee from
the outstanding Bonds of the same stated maturity by lot, and the Trustee may provide for the selection for
redemption of portions of the principal amount of outstanding Bonds of the same stated maturity that have
been issued in a denomination larger than S5,000.
Notice of redemption identifying the Bonds or portions thereof to be redeemed willl be given by the Trustee.
not less than 30 nor -more than 60 days prior to the date fixed for redemption, by mailing a copy of the
redemption notice by lust class mail, postage prepaid, to all registered owners of Bonds to be redeemed, to
Depository Tnist Company (" DTC'), and to the Underwriter. Failure to trail an appropriate notice or any
such notice to one or more registered owners of Bonds to be redeemed will not affect the validity of the
proceedings for redemption of other Bonds as to which notice of redemption is duly given and in proper and
timely fashion. All such Bonds thus called for redemTtion shall cease to bear interest on and after the date
fixed for redemption, provided fluids for their redemption are on deposit with the Trustee at that time. As
long as the Bonds are held by Cede & Co., (as nominee of DTC) in book -entry -only -form, such.rtotice of
redemption will be given by facsimile transmission, certified mail, registered mail or overnight delivery, and
in the name of the District.
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Jul-02-2007 13:37 From-BancorpSouth Trust & Asset Management +8706733962 T-661 P.011/026 F-756
While the Bonds Are being held by DTC under the book -entry -only System, notice of redemption will
be sent only to DTC.
The District hereby covenants and warrants that it is duly and legally cacisdng as a nmuicipal
property owners improvement district under the Constitution and laws of the State of Arkansas, that all acts,
conditions and things required precedent to and in the issuance of this Bond have been doue, have happened
and have been performed in due time, form and manner as requaxc�i by the Constitution and laws of the State
of Arkansas; and that the total indebtedness of the District does not exceed any constitutional or statutory
limitation. As provided in the fledge and Mortgage, this Bond shall for all purposes be governed by and
construed in accordance with the laws of the State of Arkansas.
The following abbreviations, when used in the inscription on the face of the within Bond, shall be
construed as though they were written out in full according to applicable laws or regulations.
TEN CGM - as tenants in common
TENENT - as tenants by the entireties
TT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GEFT MIN ACT -
(oust)
Custodian
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the list above.
61=8-v!
7
(Minor)
Jul-02-2007 13:37 From-BancorpSouth Trust & Asset Management +8706733962 T-081 P.012/026 F-766
TRANSFER
FOR VALUE RECEIVED, 0`17ransferor") hereby
sells, assigns and transfers unto__ _..
"name and address of transferee"
(Social Security or Federal Employer Tdenecation No. ___)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
as attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Date
(Transferor)
NOTICB: No transfer will be issued in the name of the Transferee, unless the signature to this assigtunent
corresponds with the name as it appears upon the face of the within Bond in every particular, without
alteration or enlargement or any change whatorver and the Social Security or Federal Employer Identification
Number of the Transferee is supplied.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a guarantor acceptable to the Trustee.
6t2z38.vI
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Jul-02-2007 13:37 . From-BancorpSouth Trust & Asset Management +8706733902 T-881 P-013/026 F-756
NOW, THEREFORE, in consideration of the sum of One Dollar ($1,00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowleclgod, and for the purpose
Of securing the payment of the Bonds and the interest thereon as they scwerilly mature, the District does
hereby, on a parity of security, pledge, mortgage, assign, transfer and set over to BaneorpSouth Bank, as
Trustee for the registered owners of the Bonds (the "Trustee"), its Assessment of Ilenclias (hereinafter
defined) and interest thereon and any reassessment of benefits that may hereafter he nuide upon the real
property of the District and interest thereon, the proceeds of all taxes levied, or that may herealer be levied
and pledged to payment of the Bonds, including the Special Tax (heminatler delintxl), and also all
uncollected Assessments of Benefits and interest thereon and Special Taxes levied or that nmy hereafter be
levied and pledged to payment of Bonds; to have and to hold, subject to the terms hercof, in trust for the
equal and proportionate benefit and security of the holders from time to time of all Bonds authenticated and
delivered hereunder and issued by the District and outstanding without any preference its to priority of any
one Bond over another except as herein provided.
In order to insure the prompt payment.of the Bonds and interest hereinabovc . ui d by thc; pledge
of its Assessment of Benefits and other assets, the District does hereby represent and covenow that:
1. The District represents that:
(a) The District was formed by On3ina= No. 19-,315 Board of Directors of the City of Little
t Rock, Arkansas, approved May 3, 2005, for the purpose of constructing the Improvements.
(b) The Board of Commissioners of the District has approved plans for the construction of the
L Improvements and filed the plans with the City Clerk of Little Rock,.Pulasld County, Arkansas.
(c) On November 1, 2005, the Assessor of the District completed and filed with the Little Rock
City Clerk the assessment of benefits to be conferred on the real property within the District by virtue of the
improvements. The assessment of benefits will be referred to hereafter as the "Assessment of Benefits."
Following notice as required by law, on November 17, 2005, the Board of Commissioners and the Assessor,
sitting as a board of equalization, conducted a public hearing on the Assessment of Benefits and approved
and confirmed the same. On November 17, 2005, the Board of Commissioners entered its Order of Levy,
levying a tax to be paid by the real property in the District in proportion to the Assessment of Benefits, and
to be collected in annual installiments ar a rate equal to 2.31% of the Assessment of Benefits (the "Special
Tax"). The ,Assessment of Benefits totals $32,060,000.
d Notice of the �3er of
T - = () Levy was published as required by law. The Special Tax will be
extended for collection by the PulasId County Collector in the year 2006 and subsequent years until the
Bonds axe retired.
2. The Special Tax shall be Ievied and collected in annual installments until the principal of
and interest on all outstanding Bands are paid in full. The District covenants that Elie gross amount of the
Special Tax collected for each. year (before deduction of collection fees charged by Pulaski County) will
equal not less than S744,586.00 the "Required L'.ever ). The Assessment of Benefits or the rate on annual
' installments of the Special Tax or both; will be increased, as and to the extent necessary, to assum that
Special Tax collections remain at the Reyuirod Level; provided, however, any such increase: (l) sha11 be
t subject to the provisions of Arkam-as law pertaining to notice, hearings and appeals, and (2) drill be
preceded by and conditioned upon the report of a certified public accountant or accountants to the effect that
such increase will not have the effect of reducing the aggregate amount of the Assessment of Benefits below
that level which is necessary to provide collections of the Special Tax at the Required Level for each year
during which the Bonds are to be outstanding. Such increases must reflect the percentage of delinquent
amounts of the Special Tax during the last full year for which infotnnataon regarding deliuquencies is
6I2238-vt
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Jul-02-2007 13:37 From-BancorpSouth Trust & Asset Management +8706783962 T-661 P-014/026 F-756
available, and, in addition, must reflect antic€pa a delinquencies of the Special Tax. The rate on the
annual installments may be reduced so long; as Clio 'strict, after such reduction, will be in compliance with
the requirements of this paragraph.
3. The total Assessment oI' Benefits shall never be diminished while any Bonds* are
outstanding.
4. The District covenants to keep continually informed of collections of the Special Tax and to
take appropriatp action to cause the Special Tax to be collected in accordance with law (including the
institution of proceedings for collection of dOinquent installments of.the Special Tax). The District shall, j
mdGR_60 dan after expiration of thg.period for payment of each annual installment s2flke rsi�LTax, i
without penal ,,furnish the Trustee a list of all dei;nquea t properties. in the event that the District should
fail 3o insiztute proceedi s for collection or tnrrx im re, the Trustee rpa ty do so.
S. The Trustee may, in the name of the Bondholders, proceed by mandamus or other
appropriate remedy to compel perforanance of al] covenants of the'Distriet in this Pledge and Mortgage or to
enjoin any action of the District that my be unlawful or in violation of the rights of the registered owners of
the Bonds. �-
6. Collections of the Special Tax are to be paid directly to the Trustee. The District will pay
over to the Trustee, as and when received, any collections of the Special Tax received by the District, and,
during the time such collections are held by the District, it shall hold the same in trust for the benefit of the
registered owners of the Bonds. Annual collections of the Special Tax, net of colleation fees charged by
Pulaski County, shall be applied in the following order.
1 f (a.) The lesser of an amount equal to 2 7l8% of the annual amount levied or the amount 7
which Mgether with the amount then on deQosif in the '��trative Fund shall equal 2 7I8% of
the annual amount levied, shall be deposited in a special -trust acoourri of ffie District with the
Tntstee�es�pt sate as a tr_atave" Fund
(b) An amount equal to the amount, if any, required to be rebated to the United States
government with respect to each Computation Period after the issuance of the Bonds shall be
deposited in the Rebate Fund and applied as set Forth in Section 13 hereof.
(c) In the event the amount held for the credit of the Debt Service Reserve Fund is less
than the Debt Service Reserve Fund Requirement with respect to the Bonds, the amount necessary
to restore the Debt Service Reserve Fund to the required level shall be deposited into the Debt
Service Reserve Fund. The "Debt Service Reserve Fund Requirement" for the Bonds is an amount f
equal to one half of the muimum � debt eetvice onthe Bonds in the then current or any
�On future - -- - --- --- -- • - -- _ .. .
(d) Any balance sball be deposited in the Bond Fund.
7. Moneys in the Bond Fund shall be applied by the Trustee in the following order:
Fast, to pay as due the principal of and interest on the Bonds and then to payment of the Trustee's
fees for its regular services under this Pledge and Mortgag e_
._,• 5econdimopa§ in the Bond Fund on January 15, 2007 and on each January 15 thereafter in excess
the amount necessary to pmvide forrequiredpayments under paragraph First, above, due on the next
acceding March 1 and Septa ber 1, (based on the reasonable estimate by the Ttistee of its its fees for such
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_period) (the "Bond Fund Surplus"l shall be used to red I3oiids prior to maturity in accordance with the
}��om cf the firms g Bands.herexnabvvr�,
The Trustee shall, without further action by the District, select Bonds to he redeemed in accordance
with the priority provisions contained in the [bans of the Bonds hereinabove, give notice of redemption
(such notice of redemption to be given by the Trustee in the name of the District) and redeem Bonds, at the
prices set forth in the forms of Bonds, all as provided herein; provided, however, t hat in the case of Optional
Redemption, the Trustee shall have received, at least 45 days prior to the redemption date, a written request
of -the Distat Specifying the principal amount and stated rri�titrxry o e oriels l0 be called for redesizption
and tl�e re�c7nptian _ te.
8. Moneys in the Administrative 1, and shall be withdrawn by the Board of Commissioners and
used ors# to the extent moneys are not available in the Bond Ihmd to pay cur=t dent service on the Bonds,
second, to pay as clue the principal of and interest on the Bonds and them for payment of any expenses of
reassessment of benefits, any reasonable expenses of foreclosure or litigation necessary for the purpose of
assuring the collection of the Special Tax and any other reasonably necessary legal and administrative
expenses of the District.
Moneys in the Administrative Fund on Januaryj S, 2007 and on each January 15- tha_+eader in
ex� ss of the amount' tieressaiyA to pay expenses during_the, next twelve months for reassessment,
? fnreciasure, litigation and other legal and adsntnistrativc as estimated by _the of
ems...es,.
Commissioners, shall be transfemeci to the Debt Service Reserve Fau�d if needed to replenia that Fund, to
_. the I75`"nce7eserveequt'reinent, and if not, then to the Bond Fiend.
i
There shall be maintained in the Debt Service Reserve Fund an amount equal to the Debt Service
a e Fund Runt The Dept Service_ Reserve Fund shall be initil fiuided faroaxt bond praceecis;
but in the event of any deficiency it shall be restored to an atr�nurt# equal to the ]ebt Service Reserve nwd
iremeaat tzt tax revenesuas prodsd above. Mazueys in the I?eb# Service Reserve Fundshale be used
qto the extent neeessm topq�ert.a default in the payment of �' :- �P% on the.B2nA.,.
tments held fvr the ct�edit afthe Delat. Service Reserve U T gy#1 4 . - .9&mQW= hdS f=.
relit of the Debt SeMq Res Yund on jonuasy- 151_=I_and. x-ea i_.. thereaftc"4tiich
eed the Debt Service Reserve Fund Requirement shall be transferred to the Bono Fund. Any _t�o
of yS
held for the credit the Debt S_ ervice Reserve Fund may be used to rnalce the final payum mt of principal AL.
end interes�on tie �3arid- -' ; ,
9. The Bonds shall be delivered to the Trustee. The Trustee shall authenticate the Bonds and
deliver them to the purchaser, Stephens Inc., upon payment of the purchase price of $7,805,200 for the
Bonds (plus accrued interest from January 1, 2006). The Trustee shall disburse the proceeds of the Bonds as
follows:
(a) The sum of $189,622.43 plus accrued interest shall be deposited from the proceeds
of the Bonds into the Bond Fund, and used for the payment of interest on the Bonds on
September 1, 2006.
(b) The sum of $274,087.50 shall be deposited from the proceeds of the Bonds, in a
special trust account with the T aastee, hereby created and designated "Debt Service Reserve Fund."
(c) The balance of the proceeds from Bonds shall be deposited into a special trust
account with the Trustee, hereby created and designated "Construction Fund."
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Moneys in the Construction Fund shall be disbursed by the Trustee upon requisitions signed by an
authorized representative of the District lbr the purpose of paying costs of construction of the
Improvements, including expenses incicicntal thereto and incidental to the issuance of the Bonds, or
reimbursing the District for such costs previously paid.. The District shall be entitled to reimbursement for
costs previously paid only to the extent that such costs were incurred. after .April 14, 2005, and pursuant to
the Reimbursement Resolution adopted by the Board -of Conunissioners oa June 13, 2005. Each
C 3=_' sinner is designated an authorized representative of The District for all purposes or this Pledge and
_.1blort e. Ocher authorized representatives may be designated by the Hoard of Cornmisaioners from time
to time by notioc to the Trustee. All requisitions, other tbau requisitions for pflyrn 1 of errg;ineering
`- expenses, Ic& Wenses and expenses of issuing the Bonds, - lee approved by the cng;inmr supervising
the C
e T rovexuenis. _... -- --
Vpon completion of the InvrovemWs and payment of all costs thereof, as ru lrx,-itxl by 41 ourlilluat
aim _b.il>er�airman of _the ]7istrict anct the epginex Servisint�e ciirislructian and lilccl with the
4 Trtrsteeithe Trustee shall close the Construction fund. Any remaining balance in the Construction Fund
ft.11 be transferred to the Bond Fund and used for redemption of Bonds as providW in the kvin oi' Sonds
herein.
10. (a) The Trustee shall, to the extent feasible, continuously invest and ruinvvsl nwne on
sit in the Bond iuiii-axed the_ ebt Serviice R_eservc fiiind: -��
7t (b) _ The Trustee drat], to the extent directed by as authorized representative of the District,
and reinvest rnoaeys on deposit in the Caauruct tion Ftmd amd its the Atirninistrativc fund,
(e) All such investments shall be in Permitted Investments (as hereinallcr defined) maturing on
or before the estimated date the moneys will be needed for authorized expenditures. All such investments
shall be considered a part of the f and from whim made, all- investment earnings and profits..sliff Ge
i wd si� trri sueh and all ixl�esttxieiit losses s11 he cl�rged against such fund.
(dam . " tted Investments" includes: i direct obligations of or obligations the principal of
and-itA err qn which are unconditionally guaranteed by am United States of America •("U�v_cmnkpxt
�Dbli stone"); and (ii) deposits of any bank or savings and loan association including; affiliates of .the
onare�rsisiued t�►e c_de�De�os InsuranceCar�rauon,'the Cia�ild � k�rnd
F e S�virr Association kaurame klxud and,•to the ent such deposits arc not insured, r;l1weraiized by
..' meat �bligarions. _fi�p�t,� • t� � �� �L�L�--------____
11. If default is made in the payment of the principal of or interest on any Bond, the Trustee
may declare the entire debt due, and shall do so upon and pursuant to the request of the re&tered owners of
a majority in aggregate principal amount of the Bonds outstanding, and may institute in any court having
jurisdiction a proceeding for the foreclosure of this Pledge and Mortgage, and in such proceeding it is agreed
that such court shall, at the request of the Trustee, order that the Board of Commissioners of the District act
as receivers as provided in Title 14, Chapter 86, Section 802 of the Arkansas Code of 1987 Annotated, as
i construed by the decision of the Supreme Court of Aransas in the case of Diddrison v. Minam 191 Ark.
946, 88 S.W.2d 807 (193. The order accelerating the debt may be nullified by the Trustee and the original
maturities reinstated wbexrevcx requested by the registered owners of a majority in aggregate principal
amount of the Bonds outstanding.
s
All revenues from the Special Tax received by or on behalf of the District during the continuation of
any default in the payment of principal of or interest -on the Bonds or after the acceleration of the maturity of
j the Bonds shall be applied as follows-
3
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(1) First, there shall be paid to the Trustee its reasonable compensation as Trustee for
protecting the interests of the registered owners of the Bonds (other than the Trustee's regular
compensation for its services under this fledge and Mortgage), together with reasonable
compensation to such counsel as the Trustee may find it necessary to employ in connection
therewith;
(2) Second, there shall be paid to the persons entitled thereto all installments of interest
then due and payable on the Bonds, in the order of the maturity of such installments, and, to the
extent, permitted by law, interest thereon at the applicable interest rate borne by each particular
Bond; and if the amount available is not sufficient to pay in full any particular installment, such
amount shall be applied pro rats according to the amount due to each such person on such
installaiml;
(3) Third, there shall be paid to the persons entitled thereto all principal of the Bonds
then due and payable (other than Bonds previously matured or called for redemption for the
payment of which moneys are held pursuant to this fledge and Mortgage), in the order of their due
dates; and if the amount available is not sufficient to pay in full Bonds due on any particular date,
such amount shall be applied pro rate according to the amount of principal due on such date to each
such person.
The Trustee shall follow any directions expressed in writing by the registered owners of a majority
in principal amount of the Bonds outstandip;. and shall not be accountable for any action taken or not taken
pursuant thereto, unless the Trustee sets forth in writing, to the registered owners of all of the Bonds; its
conclusion that such action or inaction would be to the prejudice of the TLmaininb registered owners,
together with the reasons in support of its conclusion. The Trustee is not required to take action under this
Pledge and Mortgage unless it shall have been indemnified to its satisfaction by the holders of the Bonds or
some of them agaiztst loss or expense by reason of taking such action.
No remedy conferred herein upon the Trustee or the registered owners of the Bonds is intended to
be exclusive of sny other remedy; but each such remedy shall be cumulative and in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may
be exercised without exhausting and without regard to any other remedy however given. No waiver by the
Trustee or the registered owner of any Bond of any default or breach of duty or contract shall extend to or
affect any subsequent default or breach of duty or contract or shall impair any rights or remedies consequent
thereon. No course of deaTi-ng between the District and the Trustee or the registered owners of the Bonds or
any delay or omission of the Trustee or the registered owner of any Bond to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a waives of any
such default or acquiescence therein. Every substantive right and every remedy conferred upon the Trustee
or the registered owners of the Bonds by this pledge and Mortgage may be enforced and exercised from
time to time and as often as may be deemed expedient.
12. Notwithstanding any of the provisions of this Pledge and Mortgage or the Bonds to the
contrary, any interest on the Bonds which is payable, but is not punctually paid on any Interest Fayavt
pate (herein called "Defaulted Interest', shall be payable to the perr.,ons in wiiose names the Bonds are
registered at the close Qf business on a Special Record Date. The Special Record Date shall be fixed in the
following manner: (a) the District shall notify the Tmstee in writing of the amount of Defaulted Interest
proposed to be paid on the Bonds and the date of the proposed payment, which proposed payment date shall
be at least 30 days after receipt by the Trustee of such notice from the District; (b) at the same time the
District shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment; and (e) thereupon, the Trustee shall fix a Special Record Date for
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d1c payment of such Defaulted Interest which s S 111411 10 nor morc than 15 days prior to the
date of the proposed payment.
The Trustee shall promptly notify the District of such Special lkwt),-il 1 )1110 1111il, in the name and.at
the expense of the District, shall cause notice of the proposed payment 01',itich Dollutillml Inlorest and the
Special R=rd Date therefor.to be mailed by first class in4 postage prcl);1i(l, it) the ivgintcrW owner of
each Bond at such registtTcd owner's address as it appears in the registration N)oki4 maintained by the
Trustee, not less than 10 clays prior to such Special Record Date. Notice of the propomml paymcni of such
Defaulted Interest and the Special Record Date therefor having been mailed as affin_411icl. %itlell I)cnitil(ed
Interest shall be paid to the Persons in whose names the Bonds are registered at the close of'Jillsilics.. j)1) tiAlcll
Special Record Date.
The Bonds shall be subject to red=ptionprior to maturity according to the terms and in flic nunincr
set forth in the form of Bond. In addition to the requirements set forth in the form of Bond, ifIcTrulacr, iN
also directed to Comply with any mandatory or voluntary standards then in effect for processing redemption
Of municipal securities established by the Securities and Exchange Colarnission. Failure to comply with
such standards shall not affect or invalidate the redemption of any Bond to be redeme&
13. (a) aeation of the Rebate Fund, There is the District and ordered
established with the Trustee a trust fund to be desiga_steiTy e_'Trastee and which is to as
I,,- kr __, Y
invested and expended in accordance with this Section 13. such
Inyqtmerds- fo bi in Gov subject to the provisions of paragraph �c) hereof^
The Rebate Flund shall be held in trust by the Trustee and, -subject to paragraph (b) hereof shall be
held for the b=cZt of the United States Of America as 0ODt=1P1ftted under the provisions of this Section 13,
The Rebate VUW shall not be held for the benefit of the bondholders or the Trustee. The Trustee shall have
UO lien On or security interest in the Rebate Fund v,ath respect to the payment of any fees, charges or
expenses due to the Trustee under this Pledge and Mortgage.
The Trustee SW keep and maintain adequate records Pertaining to the Rebate Fund and all
transfers thereto, deposits therein, disbursements therefrom, transfers Therefrom and earnings thereon.
Copies Of such records shall be available for inspection during regular business hours to the District upon
written request.
(b) Rebate Determination aces, Tran-Rfers to the Rebate Fund, Within thirty (30) -days a&-T
--MQhAPb_atC _Determination Date the Trustee shall c —
LOZk for thean 04" P11
Arbitrage 4urin od on the
Administrative Fund, and, the 8oad
during Aepp�pp _perri
ComiVg1ton Fund, �he Debt Service Reserve K�ci% :Fmd arid shall -Ut--a_Wpy_.0f such determinations. with the District within Mlenty-two (22) days . 4ftT_.6tJch Rebate.
Dg_t !ion Date, - The Trustee may employ a firmof =1i6ed public accountants (which Without
limitaljox ma`y be theaiccount"tor thi Diarici) or r other fi=
TM3044,that such firm is approved by the District, which approval shall not be unreasonably withheld, The
incurred by the Trustee in any sqq4eM1911�.n=l fromdie-
21�4�arive Fund.
Within filiny (30) days after each Rebate Datennination Date the Trustee shall deposit into the
Rebate Fund a sum equal to the Rebatable Arbitrage during the Computation Period in accordance with the
Provisions Of Section 6(b) of this Pledge and Mortgage,
(c) 1nvcnMMt of the Rebate Fund. the -ConstructinT, _Fund, the Administrative Fund, the Debt
Service Reserve F'Und and the Bon BMd- All amounts in The Rebate Fund shall be invested and raisivestod.
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by the Trustee pursuant to the written direction of the Chairman of the Board of Cotmnissioncqs or his
designee, in obligations specified below.
The Trustee shall only invest moneys held in the Construction fund, the Administrative Fund, the
Debt Service Reserve Fund and the Bond Fund in Government Obligations which are:
(i) traded on an established market and purchased on such market;
0i) purchased directly from. the United States Treasury; or
(iit purchased at the fair market value thereof under circumstances where such fair
market value cart be established by public evidence, e.g.. market prices quoted in a financial newspaper.
(d) Rebate Payments, On each Rebate Payment Date the Trustee will pay to the United States
Of America the Rebatable Arbitrage then due. Within sixty (60) days after the payment in full of all
principal of and interest on the Bonds, the Trustee will pay to the United States of America the fnal rebate
payment, including any income attributable thereto, in accordance with the regulations. Such payments
will be by check mailed to:
Jntetnal Revenue Service Center
Ogden, Utah 84201
Each payment shall bo accompanied by a copy of the Internal Revenue Service Form 8038-T and a
statmcm summatuing the Trustee's determination of the amount required by this Section 13 to be paid to
the United States of America. The payment will also be accompanied by a notice in substantially the
following form:
NOTICE: To: United States of America
Front: BancorpSouth Bank
as Trustee on behalf of Chenal Valley
Municipal Property Owners Multipur$me
Improvement District No. 10 of
The City of Little Rock, Arkansas
The enclosed payment of $ is in the amount required to be rebated to the United
States of America under Section 148 of the Code with respect to Chenal Valley Municipal Property Owners
Multipurpose Improvement District No. 10 of the City of Little Rock, Arkansas Capital lmprov=eut
Bonds. All required dw=entaticm is also enclosed.
(e) Reeerds. The 'Trustee shall keep and retain for six (6) years after payment in fall of all
principal of and interest on the Bonds, records with respect to Rebate Fund, which records shall include
descriptions of all Calculations of amounts transferred to the Rebate Fund and descriptions of all calculations
of amounts rebated to the United States of America. Such records will also show all amoutrts paid on the
Bonds; ail additions to and disbursements from, all cash balances of and all earnings on investments in the
Construction Fund, the Debt Service Reserve Hurd, the Administrative Fund, the Bond Fund and the Rebate
Fund, and all principal of and interest paid on the Bonds.
(f) Dei;r itions. As used in this Pledge and Mortgage, the following words and phrases shall
have the following meanings:
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"Code" means the Internal Revenue Code of 1986, as arnendal.
"Computation period" means each period from the date of the issuance: of the Bonds through each
respective Rebate Determination Date.
"Rebatable Arbitrage" means that amount required to be rebated to the UniiW States within sixty
(60) days after a Rebate Determination Date as determined in accordance with income Tax Regulation
Section 1.148-1 and any successor Regulation applicable to the Bonds.
"Rebat6 Bond 'Yield" on any Rebate Determination Date means the yield on thu Fk)nds determined
in accordance with Income Tax Regulation Section 1.148 3 or any successor Regulation applicable to the
Bonds.
_"Rebate 17eierinipa#bra. "�u ns. anuaiy 1., 2011. aaii =bLfiyc-(5).yz r anniversary thereof plus
Xrt a� 1i?�ll. £ aU.princaRal o ?l?Iemst on the Lon& gr such_Qer dates as jhr. Trustee ---. .
---det=izres the rebate amount in accordance with Section 13(b) t
"Rebate Paymem Dates" mesas the dates to be chosen by the Trustee which are not more than sixty
(60) days after each Rebate Determination Date.
"Regulations" means those Treasury Regulations validly issued or proposed under Section 148 of
the Code, particularly Sections 1.48-1 through 1.48-11.
(g) The provisions of this Section 13 may be modified. in any manner whereby the status of
interest on the Bonds as exempt from federal income tax is not affected, and shall be so modified to the
extent necessary to assure that such status is not affected, as set forth in an opinion of counsel nationally
recognized with respect to obligations the interest on which is exempt from regular federal income tax,
which opinion is acceptable to the Trustee.
14. The District covenants that, so long as any of the Bonds remain outstanding and unpaid, the
District will not issue any additional bonds or other obligations payable out of revenues from the Special
Tax or any other taxes levied by the District, except for bonds issued for the purpose of refimding the
Bonds.
1S. In case of the resignation of the Trustee, its refusal to act or its ceasing to exist, the holders
of a majority in principal amount of the Bonds outstanding may, or in case the registered owners of the
Bonds shall fail to act within thirty (30) days the Board of Commissioners shall, by an instrument filed in
the offices of the Circuit Clerk and Bk Officio Recorder of Pulaski County, Arkansas, appoint a new
Trustee, who shall have all the powers and rights of the Trustee herein named. The holders of a.rpajority in
! principal amount of the Bonds outstanding, or the District with the consent of the holders of a majority in
principal amount of the Bonds outstanding, may at any time appoint a substitute, who shall then have the
same powers as the one herein named, The Trustee may at any true resign the trust on ten (10) days notice
by mail addressed to the Chairman and Secretary of the Board of Commissioners (but no such resignation
shall be effective until a successor trustee shall have been appointed and assumed office).
16. The Trustee shall be entitled to reasonable cmnpensation by the DiMet for all services
performed and reixmbursemem for expenses incurred m the performance of its duties under this trust.
17. By its acceptance of the offices of Trustee and paying agent hereunder, the Trustee agrees
to discharge its duties as a reasonably prudent Trustee. The Trustee shall be responsible for negligence or
willful misconduct in the execution of its trust. The recitals of fact contained in the Bonds and in this
f
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instrument are statements of the District and shall not be construed as made by the Trustee. The Trustee
shall not be required to see that this Pledge and Mortgage is properly executed and recorded, nor to take
notice or be deemed to have notice of any default of the District (other than failure to pay principal of or
interest on the Bonds when due) unless it shall have been specifically notified in writing of such default. All
moneys received by the Trustee under this Pledge and Mortgage shall, until used or applied as provided
herein, be held in trust for the purposes for which such moneys were received, and such moneys shall be
held separate and apart from and shall not be commingled with any other Rinds held by the Trustee.
18. The District covenants that it shall not 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 to be subject to
regular federal income taxation. Without limiting the generality of the foregoing, the District covenants 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 148 of the Code.
19. The Boruis shall be fully registered bonds without coupons and shall be in the denomination
of S5,000 or an integral multiple thereof. Principal and interest payments shall be made as specified in the
respective form of Bond. The "Interest Commencement Date" for each bond shall be (i) the last Interest
Payment Date for the Bonds preceding the date of authentication to which interest on the Bonds has bees
paid or made available for payment, or (h) if the date of authentication is an Interest payment Date to which
interest an the Bonds has been paid or made available for payment, the date of authentication, or (iii) if the
of autheatication is prior to the first lnterSq Payment Date S termber 1 2 06 or ry if heof
2utherrtication is after a Record Date but before the next lnterest Payment -Date, such Interest Payment Date.
The Trustee shall maintain at its principal corporate trust office a registration book (the "Sand Register")
showing the registered owners of all Outstanding Bonds, together with their addresses and social security or
federal employer identification numbers. Each of the Bonds is transferable and excbwigeable as provided in
the form of Bond. The Trustee shall, without further direction from the District, make all such transfers and
exchanges as are requested. If any Bond is redeemed only in part, the District shall execute and the Trustee
shall, zp❑n surrender of the Bond partially redeemed and without further direction of the District and
without charge to the -registered owner, authenticate and deliver to and in the name of the registered owner a
new Bond or Bonds of the same maturity and interest rate of any authorized denomination or denominations
requested by such registered owner, in aggregate principal amount equal to and in exchange for the
tuu•edeemed portion of the principal of the Bond so surrendered.
No charge shall be made for any transfer or exchange or substitution of any Bond or Bonds, but
taxes, fees or other govertmiewal charges payable on account thereof shall be payable by the registered
owner of the Bond or Bonds affected.
In the event any Bond shall become mutilated, or be lost, stolen or destroyed, the District shall
execute and the Trustee shall authenticate and deliver a new Bond of like date and tenor as the Bond
mutilated, lost, stolen or destroyed.; provided that, in the case of any mutilated Bond, such mutilated Bond
shall first be, surrendered to the Trustee, and in the case of any lost, stolen or destroyed Bond, there shall first
be fiarnisbcd to the District and the Trustee evidence of such loss, theft or destruction satisfactory to the
District and flee Trustee, together with indemnity satisfactory to them to save each of them harmless, and
provided funher that any applicable statutory requirements permining to mutilated last, stolen or destroyed
Bonds are met. In the event that such Bonet shall have matured, instead of issuing a substitute bond the
District may pay or authorize the payment of the same without surrender thereofupon the isnumce of any
substitute bond, the District and the Tnlstee may require the payment of an a.rnount sufficient to reimburse
the District and the Thistee for any tax or other govmnment.al charge that may be imposed in relation thereto
and any other reasonable fees and expenses incurred in connection therewith. The provisions set forth
above are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, lost, stoles or destroyed Bonds.
•r-
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All Bonds surrendered for payment, redempti fer or exchange shall be delivered to the
Trustee and, if not already cancelled, the Trustee shall cancel such Bonds and record such cancellation in the
Bond Register._Thereaftq,_scancelled Bonds shall be delivered to the District or, at the request of the
his estra d by_ tt;e TnIsTee Tzgvided that the iYustce shall file ace 1icate dCescribing the Bonds so
ed with'the District.
20. The District may, without the consent of the holders of the Bonds, amend or supplement the
provisions of this Pledge and Mortgage, (i) to cure any ambiguity herein or to correct or supplement any
provision hereein which may be inconsistent with any other provision herein or to correct errors, provided
such action does not materially adversely affect the interests of the holders of the Bonds, or (ii) to grant or
confer upon the holders of the Bonds, any additional rights, remedies, powers or security, or (iii) to amend
provisions relating to investments and reinvestments in conVIiance with the Code if such amendment does
not affect the tax-exempt status of the Bonds.
This fledge and Mortgage may be amended in any other respect only with the prior written
approval of the holders of two-thirds in principal amount of the outstanding Bonds; provided that, except
upon the prior written approval of the holders of all the outstanding Bonds, no amendment may be made to
this pledge and-lvlon.gage which (i) alters any term hereof for payment of principal of or interest on any
Bond (at maturity or required redemption prior to mat(nity) or (ii) adversely affects the security for payment
of the Bonds or the collection or deposit of collections of the Special Tax or (iii) reduces the percentage of
holders of the Bonds required for amendtent.
21•. The provisions of this pledge and Mortgage are hereby declared to be severable, and in the
event any provision shall be declared invalid, that will not affect the validity of other provisions.
22. The District represents that it has not used or permitted the use oil and covenants that it will
not use or permit the use of, any proceeds of the Bonds in such manner as to cause the Bonds to be "private
activity bonds" within the meaning of Section. 141 of the Code.
23. The Bonds are hereby designated as "qualified tax-exempt obligadons" within the meaning
of the Code. The District represents and covenants that the aggregate principal amount of tax-exempt
obEntions issued by the District or its subordinate entities, if any, in calendar year 2006 does not and will
not exceed $10,000,000.
24. Any bond shall, be deemed to be paid for all purposes of this Pledge and Mortgage when (a)
payment of the principal of such Bond, plus interest thereon to the due date thereof (whether such due date
is by reason of maturity or upon redemption prior to maturity as provided herein) either (i) shall have been
made or caused to be made in accordance with the terms thereof; or (ii) shall have been provided for by
irrevocably depositing with the Trustee in uust and irrevocably setting aside exclusively for such payment,
(1) moneys sufficient to make such payment and/or (2) Permitted Investments, maturing as to principal and 1
interest in such amount and at such time as will insure the availability of sufficient moneys to make such
payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee pertaining to the
Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for
to the satisfaction of the Trustee. At such times as a Bond shall be deemed to be paid hereunder, as
aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Pledge and Mortgage,
except for the purposes of any such payment from such moneys or Perm i ted Investments.
I`otwi%s=ding the foregoing paragraph, no deposit under clause (a)(H) of the immediately
preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice of
redemption of such Bonds which are to be redeemed prior to maturity Shall have b= previously given in
412238-v1
18
Jul-02-2007 13:40 From-BancorpSouth Trust & Asset Management +8706733962 T-881 P.023/026 F-756
accordance with the form of Bond, or in the event said Bonds are not to be redeemed Within the next
succe,etling sixty (60) days, until the District shall have given the Trustee in form satisfactory.to the Trustee,
irrevocable instructions to give notice of redemption. in accordance with the form of Bond, and to notify, as
soon as practicable, the registered owners of such Bonds that the deposit required by (a)(i-i) above has been
=de with the Trustee and that said bonds axe deemed to have been paid in accordance with this Pledge and
Mortgage and slating the maturity or redemption date upon which moneys are to be available for the
payment of the principal of said Bonds, plus interest thereon to the due date thereof, or (b) the marurity of
such Bonds.
25. ' Any consent, request, direction, approval, objection or other instruirtent provided by this
Pledge and Mortgage to be executed by the registered owners of the Bonds may be in any number of
concurrent writings of similar tenor and may be executed by the registered owners of the Bonds in person or
by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing
any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any
of the purposes of this Pledge and Mortgage, and shall be conclusive in favor of the District and the Trustee
with regard to any action taken, suffered or omitted under any such instrument, namely:
(a) 'The fact and date of the execution by any person of any such instrument may be proved by
the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such
jurisdiction that the person signing such instruments acknowledged before him the execution thereof, or by
affidavit of any witness to such execution.
(b) The fact of ownership of Bonds • and the amount or amounts, numbers and other
identification of such Bonds and the date of holding the same shallbe proved- by the Bond Register. Any
action talren by the Trustee or the District pursuant to this Pledge and Mortgage upon the request or
authority or consent of any person who, at the time of making such request or giving such authority or
consent is the relostered owner of any Bond, shall be conclusive and binding upon all future registered
owners of the same Bond and upon Bonds issued in exchange therefor, whether or not notation of such
action is made upon such Road.
26. Nothing expressed or mentioned in or to be implied from this Pledge and Mortgage or the
Bonds is intended or shall be, construed to give any person, other than the parties hereto and their respective
successors hereunder and the registered owners of the Bonds, any right, remedy or claim under or in respect
to this Pledge and Mortgage, this Pledge and Mortgage being intended to be and being for the sole and
exclusive benefit of the parties hereto and the registered owners of the Bonds as herein provided.
27. It shall be sufficient service of any notice, request, complaint, demand or other paper
required by this Pledge and Mortgage to be given or filed with the District, the Trustee or the registered
i owners of the Bonds if the same shall be duly mailed by registered or certified mail with postage prepaid
(except as indicated in (a) below) addressed as follows:
t
(a) To the registered owners of the Bonds, if the same shall -be duly mailed by first class mail,
postage prepaid, addressed to each of the registered owners of Bonds at the time outstanding at his address
as shown by the Bond Register,
(b) If to the District: Secretary, Cherzal Valley Municipal Property
Owners Multipurpose Improvement District No.14 of
The City of Little Rock, Arkansas
c/o Deltic Timber Corporation
210 E. Elm
El Dgrado, Arkansas 71730
G12ZE vI
19
Jul-02-2007 13:40 From-BancorpSouth Trust & Asset Management +8706733962 T-081 P.024/026 F-766
11
If to the Trustee: BancorpSouth Bank
412 Sout>z Main
P.O. Sax 908
Stangart, Arkansas 72160
Attu: Corporate Trust Depart=nt
The District or the Trustee may, by notice given hereunder, designate any further or different
addresses to which subsegueat notices, certificates or other communications shall be sent to it.
28. If any Interest Payment Date shall be a Saturday, a Sunday, a legal holiday or a day on
which banking institutions in the state in which the Trustee is located are authorized by law to remain
closed Oyu=t of the prinai.p4 of and interest on t1w Bonds due on such Interest Payment Dot! rnAy be
ear de on the next succeeding, day not a Sawrda +, Sunda a legal holiday or a day on wl ich such banldng t
institutions are authorized by law to t�main closed with the same farce and effect as if made on such Interest
Payment Date, and no ent shall accrue iNr mn an arF.�h int�St
PBymerrt i]ate to scc� state afpaymeni. �' --
29. The Bonds and this Pledge and Mortgage shall for ail - purposes be governed by and
construed in accordance with the laws of the State of Arkansas.
61223&v1
20
Jul-02-2007 13:41 From-BancorpSouth Trust & Asset Management +8706733962 T-661 P-025/026 F-756
TIC WnNESS WHMEOF, the District has caused this instrument to be executed under the bands
of its Ck+airnm and Secretary and under its seal on January 26, 2006.
CHENAL 'VALLEY MUNICIPAL PROPERTY
OV;NERS MULTIIaURPOSE IMPROVEN[ENT
DISTRICT NO. 10 OF THE CITY OF LyrrLE
ROCK, ARKANSAS
13y
Ray Dflon, Chairman
By
W. Bayless awe, Secretary
(SEAL)
[Signature page of Pledge and Mortgage]
I ,
A
• 6]2238 vl
:. 21
Jul-02-2007 13:41 From—BancorpSouth Trust & Asset Management +8706783962 T-681 P-026/026 F-758
e
ACKNOWLEDGNffiNT
STATE OF ARKANSAS
COUNTY OF UNION
On this the 26th day of January, 2006, before me, a Notary Public duly commissioned,
qualified and acting within and for the State and County aforesaid, appeared Ray Dillon, Chairman
and W. Bayless Rowe, Secretary of Chenal Valley Municipal Property Owners Multipa pose
Improvernent District No. ID of the City of Little Rock, Arkansas, who stated they were duly
authorized to execute the foregoing instrument for and in the name and on behalf of the District,
and further slated and acknowledged that they had so signed, executed and delivered the
instrument for the consideration, uses and purposes therein mentioned and set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official sea].
'NOTARY SEAL -
Lana Cobb, Notary Public
Union County, State ol'Arkansas
My Commission Expires 31Df112
s
My Commission Expires:
Notary Public
[Acknowledgement page of Pledge and Mortgage]
EXHIBIT "E"
PRELIMINARY DRAFT
Dated: 2/14/07
FOR DISCUSSION PURPOSES ONLY
AGREEMENT
This Agreement entered into as of this 15th day of February, 2007, by and between
PROMENADE MUNICIPAL PROPERTY OWNERS MULTIPURPOSE IMPROVEMENT
DISTRICT NO. 10 OF THE CITY OF LITTLE ROCK, ARKANSAS (the "District") and
LITTLE ROCK DEVELOPMENT COMPANY, LLC, a Missouri limited liability company
(the "Company").
WITNESSETH
A. The District was created pursuant to Ordinance No. 19,345 adopted by the City
of Little Rock on July 12, 2005, as amended by Ordinance No. 19,596 adopted September 5,
2006 for the purpose of planning, designing, constructing and developing certain public
improvements (more particularly described hereinbelow) to benefit the real property contained
within the District and to serve members of the general public.
B. The Company is the owner of all undeveloped real property located within the
District as more particularly described in Exhibit "A" attached hereto and made a part hereof
(the "Property") and has entered into construction contracts with McGeorge Contracting
Company, Inc. and VCC for the purpose of constructing the District's Improvements as well
as other facilities for commercial and retail activities within the District.
C. To finance construction of the Improvements, the District has issued its Capital
Improvement Bonds, Series 2007A in the aggregate principal amount of $7,025,000 and its
Capital Improvement Taxable Bonds, Series 2007B in the aggregate principal amount of
$4,670,000 each dated as of February 15, 2007 (together, the "Bonds").
684060-v1
D. The District and the Company desire to enter into this Agreement to provide
mutual assurances that the District will construct the Improvements and that upon completion
of the Improvements, the Company will maintain such Improvements for the benefit of the
general public.
E. The City of Little Rock and members of the general public are intended to be
beneficiaries of this Agreement and the Improvements to be constructed by the District and
maintained by the Company, all of which Improvements shall be constructed in accordance
with the plat, plans and specifications as approved by the City and more specifically identified
in this Agreement.
NOW THEREFORE, the parties hereto desiring to be bound by these presents do
hereby agree as follows:
1. Construction of Improvements by the District. In consideration of the
Company's agreement to maintain the District's improvements, the District hereby agrees to
construct on the Property contained within the District and in accordance with the plat prepared
by White-Daters Associates, Inc., and dated , 2007, filed with the City
of Little Rock on , 2007, and the plans and specifications prepared by White-
Daters Associates, Inc., and filed with the City of Little Rock on 2007, the
municipal improvements shown therein and generally described as follows:
(i) constructing such street and road improvements as may be depicted in
the map attached hereto; and to open, grade, drain, pave, curb, gutter or
otherwise improve such other streets, roads, highways, and every other way for
passage and use of vehicles, and including sidewalks, pedestrian trails and
walkways, viaducts, underpasses and appurtenant lighting, within the boundaries
of the district if the property of the district will be benefited thereby, and such
purposes shall include the acquisition of rights of way;
(ii) constructing water mains along various streets and roadways and
additional water mains at other locations within the District as may be depicted on
the map attached as Exhibit "B" and other appurtenant water improvements
within the boundaries of the District if the property of the District will be
benefited thereby;
(iii) constructing sanitary sewer mains and storm sewers as may be
depicted on the map attached as Exhibit "B" and other appurtenant sewer
improvements within the boundaries of the District if the property of the District
will be benefited thereby;
(iv) acquiring and constructing electric junction boxes, electric conduits,
underground power lines, street lighting and other electric utility improvements as
684060-v1 2
may be depicted on the map attached hereto as Exhibit "B" within the boundaries
of the District if the property of the District will be benefited thereby;
(v) all other purposes authorized by Ark. Code Ann. Title 14, Chapter 94
and amendments thereto;
(vi) paying the costs associated with such improvements including, but not
limited to, engineering, legal, environmental surveys, governmental approvals
and permits; and
(vii) conducting any and all other acts which shall be deemed necessary in
order to purchase, construct, accept as a gift, operate and maintain any and all
improvements authorized therein (the "Improvements").
2. Maintenance of Improvements upon Completion by Company. In consideration
of the financing and construction of the Improvements by the District, the Company hereby
covenants and agrees that upon completion of the Improvements and final approval thereof by
the City, the District and the Company, the Company will maintain, repair, improve, upgrade
as necessary and otherwise preserve the Improvements in good condition and sound working
order for a period of not less than the term of the Bonds, and for such time thereafter as the
Company shall own, operate and maintain thereon the Promenade Shopping Center and related
facilities.
3. Covenant with the Land. The Company's obligation hereunder shall be a
covenant which will run with the Property and shall become the obligation of any subsequent
transferee, assignee or other owner of the Property together with the Improvements thereon
within the District and to evidence such continuing obligation, this Agreement shall be
recorded in the real property records of Pulaski County, Arkansas.
4. Amendments; Entire Agreement. This Agreement may not be supplemented nor
amended except by an instrument in writing signed by the parties hereto. This Agreement
contains the entire agreement of the parties hereto and supersedes all negotiations, prior
discussions and preliminary agreements made prior to the date hereof.
5. Recording. At such future date as the final plat of the District's Improvements
shall be completed and approved by the parties hereto and the City, this Agreement shall be re-
recorded as further confirmation of the continuing obligation of the Company, its successors,
assigns and transferees.
6. Governing Law. This Agreement shall be construed and enforced in accordance
and governed by the laws of the State of Arkansas.
7. Effective Date. This Agreement shall be in effect from and after the date first
written above.
684060-v1 3
684060-v1
ATTEST:
Rita D'Agostino, Secretary
PROMENADE MUNICIPAL PROPERTY
OWNERS MULTIPURPOSE IMPROVEMENT
DISTRICT NO. 10 OF THE CITY OF LITTLE
ROCK, ARKANSAS
M.
Jeffry D. McMahon, Chairman
LITTLE ROCK DEVELOPMENT
COMPANY, LLC, a Missouri limited
liability company
By: Red Development of Little Rock, LLC, a
Missouri limited liability company, its
Manager
By: Venture West II, LLC, a Missouri limited
liability company, its Manager
L-3
Dan Lowe, Manager
684MO-vl 5
ACKNOWLEDGEMENT BY CITY OF LITTLE ROCK
On behalf of the City of Little Rock, Arkansas, we hereby acknowledge the foregoing
Agreement and in consideration of the covenants made by the District and the Company, do
hereby agree to acknowledge and accept the dedication of the Improvements as public
improvements, provided, however, the City shall have no obligation at any time to operate,
maintain, repair, upgrade or otherwise have responsibility for the Improvements.
CITY OF LITTLE ROCK
City Manager
684060-vl 6
ACKNOWLEDGEMENT
STATE OF
COUNTY OF
On this the day of , 2007, before me, a Notary Public duly
commissioned, qualified and acting within and for the State and County aforesaid, appeared Dan
Lowe, Manager of Venture West II, LLC, a Missouri limited liability company, as Manager of
Red Development of Little Rock, LLC, a Missouri limited liability company, as Manager of the
Little Rock Development Company, LLC, a Missouri limited liability company, who stated he
was duly authorized to execute the foregoing instrument for and in the name and on behalf of the
Company, and further stated and acknowledged that he had so signed, executed and delivered the
instrument for the consideration, uses and purposes therein mentioned and set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
684060-v1 7
ACKNOWLEDGEMENT
STATE OF
161610 �TlWK93I
On this the day of , 2007, before me, a Notary Public duly
commissioned, qualified and acting within and for the State and County aforesaid, appeared
Jeffry D. McMahon, Chairman and Rita D'Agostino, Secretary of Promenade Municipal
Property Owners Multipurpose Improvement District No. 10 of the City of Little Rock,
Arkansas, who stated they were duly authorized to execute the foregoing instrument for and in
the name and on behalf of the District, and further stated and acknowledged that they had so
signed, executed and delivered the instrument for the consideration, uses and purposes therein
mentioned and set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
684060-v1 8
EXHI13IT "E"
EXHIBIT A
Legal Description
PRELIMINARY DRAFT
Dated: 2/14/07
FOR DISCUSSION PURPOSES ONLY
684060-v1
EXHIJBIT "E"
III "ll-IIIIIIII-ILl
Map
PRELIMINARY DRAFT
Dated: 2/14/07
FOR DISCUSSION PURPOSES ONLY
684060-v1
EXHIBIT "E"
EXHIBIT C
Plat
PRELIMINARY DRAFT
Dated: 2/14/07
FOR DISCUSSION PURPOSES ONLY
684060-v1
Pagel of 3
James, Donna
From: Hood, Mike
Sent: Monday, July 09, 2007 2:00 PM
To: Floriani, Vince
Cc: James, Donna
Subject: FW: little rock plat
Vince, notwithstanding any technical problems Donna and Dewayne may have with the plat and in light of Mr.
Carpenters analysis, I think it is ok to sign off on the plat. A financial guarantee for street improvements will not
be required. Just keep a copy of this email with the sign off sheet.
From: Bill Spivey [mailto:jspivey@wlj.com]
Sent: Monday, July 09, 2007 12:28 PM
To: Carpenter, Tom; Haralson, Steve; Tim Daters; Hood, Mike; Floriani, Vince
Cc: Mann, Bill; Moore, Bruce; Stodola, Mark
Subject: RE: little rock plat
Gentlemen:
Having read and considered Tom's analysis, I would offer the following additional thoughts:
The principal reason for posting security in one form or another is to assure the City that the
public improvements will in fact be completed by the "developer". In this case, the primary
responsibility for completing the improvements which have been called into question, does not
lie with the developer of the Promenade, but with a city created special improvement district
which has raised the funds necessary to complete the improvements and is in the process of
building the roadway, etc. On behalf of the District, I believe that the Commissioners can
adopt a simple resolution, although I think this authorization is already implicit if not explicit in
the Report of the Commissioners and the Pledge and Mortgage, acknowledging the City's
requirements, the scope of work in Mr. Dater's memorandum and agreeing to provide the City
with progress reports verifying that the improvements are being built as promised. As Tom
points out, the developer is not legally able to provide for the dedication and the City would not
accept dedication any way until such time as the roadway has been completed, as has been
the practice with Chenal Parkway and with upper Rahling Road. Nevertheless, it is consistent
with the District's mission to keep the Public Works Department informed of its progress in this
regard and once the improvements have been completed, approved and accepted by the City,
the dedication would occur in the ordinary course anyway.
With these thoughts in mind, I would expect that dedication of the plat can proceed
immediately with the District taking the steps necessary to provide the City with the necessary
information and periodic progress reports.
Please let me know if anyone has any other thoughts in this regard and many thanks for your
consideration of our requests.
Sincerely,
Bill Spivey
7/9/2007
Page 2 of 3
From: Carpenter, Tom[mailto:TCarpenter@littlerock.org]
Sent: Monday, July 09, 2007 11:53 AM
To: Haralson, Steve; Tim Daters; Hood, Mike; Floriani, Vince
Cc: Mann, Bill; Moore, Bruce; Stodola, Mark
Subject: RE: little rock plat
Importance: High
Dear Group,
This is my understanding of the situation having heard from both sides:
1. The City wants the Chenal Improvement District (CID), which is building the road, to put
forth a bond or letter of credit as to construction of the street;
2. The City wants CID to dedicate certain property for future right of way;
3. CID questions whether a bond is necessary, particularly since there are, or can be,
resolutions of the District to show that the money is segregated to pay for the road;
4. CID does not own the property the City wishes to be dedicated.
From this understanding, it seems like the following is the most common sense way to proceed:
A. The City should not require CID to put up a bond or a letter of credit:
1. The CID is created by the City and can be abolished by the City for misfeasance,
nonfeasance, or malfeasance;
2. If the road is not constructed in light of City requirements, that would constitute
nonfeasance and, the City could either abolish the District or assure that a receiver
is appointed to get the road built;
3. To that end, the segregation of the money by the District is really the City's
security that the road will bget built, or if not, that the City will have access to
the funds to build the road.
B. As to the dedication of property, CID cannot dedicate what it does not have, and the City
cannot force CID to purchase property it does not have simply for the dedication of that
property as right-of-way to the City; to do so would constitute a Taking and the City
would end up paying for the property anyway.
If anyone disagrees with this interpretation, please let me know. It is, however, the unique status
of CID as an entity that the City can abolish which leads to the conclusion about the letter of credit
or bond. However, I think the City should require CID to have the money segregated so that if the
unforeseen should occur, the City can access the money to build the road. This is, essentially, why
the City would require a bond or letter of credit in the first place. To do otherwise would be a little
like the City requiring itself to put up a letter of credit to construct a road with bond funds, even
though it may require the contractor to also have a bond. The key is that the City bond funds are
clearly something that are segregated for a particular purpose, so there is no need for the City to
bond itself. It is the relation of CID to the City, and the City's power to abolish the CID, remove the
Commissioners and appoint new ones, or to place the City's improvement district into receivorship in
order to get the road built, which is the linchpin of my conclusion.
In light of this legal conclusion, I would imagine that any other issues being discussed can be
resolved. Please let me know if that is not the case.
Tom
7/9/2007
Page 3 of 3
Thomas M. Carpenter
OFFICE OF THE CITY ATTORNEY
500 West Markham, Ste. 310
Little Rock, Arkansas 72201
(T) (501) 371-6875
(F) (501) 371-4675
(M) (501) 993-1052
7/9/2007
Page 1 of 1
James, Donna
From:
Carpenter, Tom
Sent:
Thursday, July 12, 2007 3:59 PM
To:
James, Donna
Cc: Mann, Bill; Bozynski, Tony
Subject: RE: little rock plat
Dear Donna,
Thanks for the update. Let me get this straight: You do not seem to mind doing what Tim Daters
wants to do, but you want to know if it is okay with me to do so? My first question is whether we have
ever put "notes," on plats before? Was it a "note," that set the operation hours in the Razorback Pizza
case? If so, and if we have done this before, then 1 really do not see a problem.
The thing that strikes me from your earlier email is that note or no note, this is really not going to
create a problem anyway once the construction is done. The only question is timing. Since I understand
that the City does not start the one-year maintenance clock until it accepts dedication of the
improvements, it seems to me that by doing the note, and by NOT accepting the improvements until
the cross agreements, etc., are in place, we are not really risking anything. The district will be encouraged
to complete all of the work more quickly because it will on the hook for any damage to the streets; the
City will have the access issue resolved more quickly because the district will want us to accept the
improvements; and, the City will have a bit longer on the maintenance agreement for repairs to the
road.
If this analysis is correct, then I do not see a problem. BUT, please let me have your thoughts.
1 am copying this email to Tony for his comments, also, even though I know that he has delegated
this issue to you. AND, I am copying Bill (as I did the last time) because 1 try to keep him copied on any
emails or memoranda that I send.
Thanks for your quick response, as always.
Tom
Thomas M. Carpenter
OFFICE OF THE CITY ATTORNEY
500 West Markham, Ste. 310
Little Rock, Arkansas 72201
(T) (501) 371-6875
(F) (501) 371-4675
(M) (501) 993-1052
7/13/2007
Page 1 of 1
James, Donna
From: Carpenter, Tom
Sent: Thursday, July 12, 2007 3:59 PM
To: James, Donna
Cc: Mann, Bill; Bozynski, Tony
Subject: RE: little rock plat
Dear Donna,
Thanks for the updat
7/13/2007
Page 1 of 1
James, Donna
From: James, Donna
Sent: Thursday, July 12, 2007 3:47 PM
To: Carpenter, Tom
Cc: Mann, Bill; Bozynski, Tony
Subject: RE: little rock plat
The developer's engineer - and Katie is with the City Manager's Office
The developer's engineer is Tim Daters of White Daters and Associates. Naturally he thinks this will address my
concern.
Katie Walden an intern with the City Manager's office. She was gathering information for Mr. Moore.
-----Original Message -----
From: Carpenter, Tom
Sent: Thursday, July 12, 2007 3:31 PM
To: James, Donna
Cc: Mann, Bill
Subject: RE: little rock plat
Dear Donna,
When you say the engineer, are you talking about the City's engineer, or the developer's
engineer? If it is the City's engineer, before I answer your question it would probably be wise to
talk to the developer's engineer first. If not the City's engineer, please let me know.
In following the chain of emails, I am not sure about all the parties. Who is "Katie?" Is that
Katherine Woerner in the City Manager's office? Or, is it someone associated with the developer?
Please let me know. I was a bit confused as to why the City Manager's office is involved at this
point.
Tom
Thomas M. Carpenter
OFFICE OF THE CITY ATTORNEY
500 West Markham, Ste. 310
Little Rock, Arkansas 72201
(T) (501) 371-6875
(F) (501) 371-4675
(M) (501) 993-1052
7/13/2007
City of Little Rock
Planning and Development
Filing Fees
Date:-Lp-LLL� 20
Annexation
$
Board of adjustment
Cond. Use Per, it/T.s_J W
«,
Final Plat
Planned Unit IDev.
$
Preliminary Plat
$
Special Use Permit
Rezoning
$
Site Plans
W
Street Mime Change
$
Street Name Signs
Number at ea.
$
Public blearing Signs
Number" at ea.
$
Total
$ �,
File No. --" ,)
U ) i J
Location
Applicants w
By