HomeMy WebLinkAbout16838ORDINANCE NO. 16,838
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
CAPITAL IMPROVEMENT REFUNDING BONDS; PLEDGING
TAX REVENUES SUFFICIENT TO PAY THE PRINCIPAL
OF AND INTEREST ON •THE BONDS; PRESCRIBING
OTHER MATTERS RELATING THERETO; AND DECLARING
AN EMERGENCY.
WHEREAS, by Ordinance No. 16,744 duly adopted by the
Board of Directors on September 6, 1994, there was submitted to the
qualified electors of the City of Little Rock, Arkansas (CITY) , the
questions of the issuance of bonds (IMPROVEMENT BONDS) in specified
maximum amounts for each of six separate purposes; and
WHEREAS, due notice of the election was given as required
by law'and the election was duly held on the 11th day of October,
1994, at which election the electors approved the issuance of
IMPROVEMENT BONDS for each of said purposes; and
WHEREAS, the aggregate maximum amount of IMPROVEMENT
BONDS approved was $29,914,000; and
WHEREAS, the results of the election were announced by
the Mayor by a Proclamation duly published as required by law in a
newspaper of bona fide circulation in the CITY; and
WHEREAS, the CITY has issued its Capital Improvement
Bonds, dated March 1, 1988 (1988 BONDS) of which $29,635,000 in
principal amount are outstanding and unpaid; and
WHEREAS, the CITY can realize debt service savings by
refinancing the debt evidenced by the 1988 BONDS; and
WHEREAS, the 1988 BONDS are payable from and secured by
a pledge of the proceeds of a continuing annual ad valorem tax on
taxable property located within the CITY at the rate of 3.434 mills
on the dollar of assessed value of the property (1988 TAX); and
WHEREAS, it will be necessary to refund the 1988 BONDS in
order to eliminate the 1988 TAX and permit the levy of a new tax at
the same rate to retire the bonds herein authorized and the
IMPROVEMENT BONDS; and
WHEREAS, in order to refund the 1988 BONDS it will be
necessary for the CITY to enter into an escrow deposit agreement
(ESCROW AGREEMENT) with Worthen Trust Company, Inc. and a proposed
form of ESCROW AGREEMENT has been presented to and is before this
meeting; and
WHEREAS, the estimated cost of refunding the 1988 BONDS
is $31,121,214.25, which can be provided from proceeds of the 1988
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TAX in the amount of $15,321,688.20 and from the proceeds of the
refunding bonds herein authorized (REFUNDING BONDS); and
WHEREAS, pursuant to Ordinance No. 16,765, adopted
October 18, 1994, the CITY has fixed, established and levied a tax
of 3.434 mills on the dollar of assessed valuation (SPECIAL TAX)
which will constitute a continuing annual tax to be collected in
1995 and each year thereafter so long as necessary to pay the
principal of, interest on, and fees of the bond registrar and
paying agent in connection with the REFUNDING BONDS and, when and
if issued, the IMPROVEMENT BONDS; and
WHEREAS, the SPECIAL TAX will be collected in lieu of the
1988 TAX, and, except for collection of delinquent taxes due in or
before 1994, the 1988 TAX will not be collected after the year
1994; and
WHEREAS, the Board of Directors has determined to proceed
with the refunding of the 1988 BONDS and to issue $15,400,000 in
aggregate principal amount of REFUNDING BONDS, and has made
arrangements for the sale of the REFUNDING BONDS to Goldman, Sachs
& Co., Hill, Crawford & Lanford, Inc., and United Daniels
Securities, Inc. (UNDERWRITERS), at a price of $15,288,350 plus
accrued interest, pursuant to a bond purchase agreement between the
UNDERWRITERS and the CITY (BOND PURCHASE AGREEMENT), which has been
presented to and is before this meeting; and
WHEREAS, upon issuance of the REFUNDING BONDS and the
deposit of moneys with Worthen Trust Company, Inc. pursuant to the
ESCROW AGREEMENT, the 1988 BONDS will be deemed retired and any
further collections of the 1988 TAX will be "surplus tax
collections" within the meaning of Section 5 of Amendment No. 62 to
the Constitution of the State of Arkansas and may be applied as
hereafter specified by the CITY; and
WHEREAS, the preliminary official statement dated
November 9, 1994, as supplemented by Supplement dated January 12,
1995, offering the REFUNDING BONDS for sale (PRELIMINARY OFFICIAL
STATEMENT), has been presented to and is before this meeting;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS
OF THE CITY OF LITTLE ROCK, ARKANSAS:
Section 1. The REFUNDING BONDS are hereby sold to the
UNDERWRITERS at the purchase price specified above. The BOND
PURCHASE AGREEMENT, in substantially the form submitted to this
meeting, is approved and confirmed. The Mayor is hereby authorized
and directed to execute and deliver the BOND PURCHASE AGREEMENT on
behalf of the CITY and to take all action required on the part of
the CITY to fulfill its obligations under the BOND PURCHASE
AGREEMENT.
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Section 2. The PRELIMINARY OFFICIAL STATEMENT is hereby
approved and the previous use of the PRELIMINARY OFFICIAL STATEMENT
by the UNDERWRITERS in connection with the sale of the REFUNDING
BONDS is in all respects authorized, approved and confirmed. The
Finance Director and Treasurer of the CITY is hereby authorized and
directed, for and on behalf of the CITY, to execute a final
official statement and deliver the same to the UNDERWRITERS for use
in connection with the sale of the REFUNDING BONDS as set forth in
the BOND PURCHASE AGREEMENT.
Section 3. Under the authority of the Constitution and
laws of the State of Arkansas, including particularly Amendment No.
62 to the Constitution of the State of Arkansas, and the Local.
Government Bond Act of 1985 (Arkansas Code of 1987 Annotated § §14-
164 -301, et. sea.), the REFUNDING BONDS are hereby authorized and
ordered issued in the total principal amount of $15,400,000. The
proceeds of the REFUNDING BONDS, together with investment earnings
thereon, shall be used for the purposes specified in the recitals
of this Ordinance. The ESCROW AGREEMENT, in substantially the form
submitted to this meeting, is approved. The Mayor is authorized
and directed to execute and deliver the ESCROW AGREEMENT on behalf
of the CITY and to take all action required on the part of the CITY
to fulfill its obligation thereunder.
The REFUNDING BONDS shall be dated February 1, 1995, and
shall be designated CITY OF LITTLE ROCK, ARKANSAS CAPITAL
IMPROVEMENT REFUNDING BONDS, SERIES 1995A. Interest shall be
payable semiannually on February 1 and August 1 of each year
commencing. August 1, 1995. The bonds shall be fully registered
bonds in the denomination of $5,000 or an integral multiple
thereof. The REFUNDING BONDS shall be initially issued in the
denominations and registered in the names of the registered owners
specified by the UNDERWRITERS. Principal shall be payable to the
registered owners thereof upon presentation at the corporate trust
office of the paying agent. Payment of each installment of
interest shall be made at the time and in the manner specified in
the bond form in Section 4. The REFUNDING BONDS shall be numbered
from R -1 upward in order of issuance and shall mature on February
1 of each year and bear interest as follows:
Maturity
Principal
Interest
Date
Amount
Rate
2008
$2,720,000
6.25%
2009
2,890,000
6.30
2010
3,070,000
6.25
2011
3,260,000
6.00
2012
3,460,000
5.95
i
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Section 4. The REFUNDING BONDS shall be executed on
behalf of the CITY by the Mayor and the City Clerk by their manual
or facsimile signatures and the corporate seal of the CITY, or a
facsimile thereof, shall be imprinted or reproduced on each bond.
The REFUNDING BONDS shall be in substantially the following form:
eu®4.0 ft. 4
REGISTERED
No.
0
(Face of Bond)
11
UNITED STATES OF AMERICA
STATE OF ARKANSAS
CITY OF LITTLE ROCK
CAPITAL IMPROVEMENT REFUNDING BOND
SERIES 1995A
Dated Date: February 1,
Maturity Date: February
Principal Amount:
Registered Owner:
1995
1,
REGISTERED
Interest Rate: $
CUSIP:
For value received, the City of Little Rock, Arkansas
(CITY), promises to pay to the registered owner shown above the
principal amount shown above on the Maturity Date identified above
and to pay interest (computed on the basis of a 360 -day year of
twelve 30 -day months) on such principal amount from the interest
commencement date specified below until paid at the Interest Rate
per annum set forth above. Interest is payable on August 1, 1995,
and on each February 1 and August 1 thereafter.
Principal of this bond is payable to the registered
owner, in lawful money of the United States of America, upon
presentation when due at the corporate trust office of Worthen
Trust Company, Inc., the bond registrar and paying agent, in Little
Rock, Arkansas. Payment of each installment of interest shall be
made to the person in whose name this bond is registered on the
registration books of the CITY maintained by the bond registrar at
the end of the fifteenth day of the month (whether or not a
business day) next preceding each interest payment date (RECORD
DATE), irrespective of any transfer or exchange of this bond
subsequent to such RECORD DATE and prior to such interest payment
date. Such interest payments shall be by check or draft drawn on
the paying agent and mailed to such registered owner at the address
appearing on such registration books.
In any case where the date of maturity of interest on or
principal of the REFUNDING BONDS or the date fixed for redemption
of any REFUNDING BOND shall be a Saturday or Sunday or shall be in
the State of Arkansas a legal holiday or a day on which banking
institutions are authorized by law to close, then payment of
interest or principal need not be made on such date but may be made
on the next succeeding business day with the same force and effect
as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after the
date of maturity or date fixed for redemption.
5
36
This bond shall bear interest from the interest payment
date next preceding the date on which it is authenticated unless it
is authenticated on an interest payment date, in which event it
shall bear interest from such date, or unless it is authenticated
during the period from the RECORD DATE to the next interest payment
date, in which case it shall bear interest from such interest
payment date, or unless it is authenticated prior to the first
interest payment date, in which event it shall bear interest from
the Dated Date shown above, or unless at the time of authentication
hereof interest is in default hereon, in which event it shall bear
interest from the date to which interest has been paid.
This bond is issued under the authority of the
Constitution and laws of the State of Arkansas, including
particularly Amendment 62 to the Arkansas Constitution and the
Local Government Bond Act of 1985. It shall not be valid unless
the Certificate of Authentication shall have been signed by the
bond registrar.
This bond is one of a series of bonds of the CITY
designated CAPITAL IMPROVEMENT REFUNDING BONDS, SERIES 1995A
(REFUNDING BONDS) in the principal amount of $15,400,000. The
REFUNDING BONDS are being issued for the purpose of providing a
portion of the funds necessary to refund outstanding obligations of
the CITY. The CITY has reserved the right, subject to the terms
and conditions of Ordinance No. (this Ordinance] of the CITY, to
issue not to exceed $29,914,000 of additional bonds (IMPROVEMENT
BONDS) to finance various improvements in the CITY as approved by
the electors of the CITY in an election held October 11, 1994. The
IMPROVEMENT BONDS, when and if issued, shall rank on a parity of
security with the REFUNDING BONDS.
(SEE THE REVERSE SIDE FOR ADDITIONAL PROVISIONS WHICH
HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE.)
IN WITNESS WHEREOF, the CITY has caused this bond to be
executed by its Mayor and City Clerk by their facsimile signatures
and a facsimile of its corporate seal to be reproduced hereon.
CITY OF LITTLE ROCK, ARKANSAS
(facsimile signature)
Mayor
(facsimile signature)
City Clerk
(FACSIMILE SEAL)
CERTIFICATE Of AUTHENTICATION
This bond is one of the bonds described in the within
mentioned Ordinance and is one of the Capital Improvement
Refunding Bonds, Series 1995A, of the City of Little Rock,
Arkansas.
6
Date of Authentication:
By:
0
7
Worthen Trust Company, Inc.
Bond Registrar
Authorized Officer
38
(Back of Bond)
CITY OF LITTLE ROCK, ARKANSAS
CAPITAL IMPROVEMENT REFUNDING BOND,
SERIES 1995A
ADDITIONAL PROVISIONS
The REFUNDING BONDS now being issued are, and any
IMPROVEMENT BONDS hereafter issued will be, limited tax general
obligations of the City, payable from the proceeds of a continuing
annual tax of 3.434 mills on the dollar of the assessed valuation
of the taxable real and personal property in the City (SPECIAL
TAX) levied by the Board of Directors under the authority of
Amendment No. 62 to the Constitution of the State of Arkansas. The
City hereby pledges the SPECIAL TAX for the payment of this bond,
the issue of REFUNDING BONDS of which it forms a part, and any
IMPROVEMENT BONDS hereafter issued. The SPECIAL TAX shall be
collected with the property taxes payable in 1995 and continuing
annually thereafter until all of the REFUNDING BONDS and interest
thereon have been paid in full or deemed paid in accordance with
the provisions of Ordinance No. (this Ordinance).
The REFUNDING BONDS are not secured by any lien on or
security interest in any physical properties.
The REFUNDING BONDS are issuable only in the form of
fully registered bonds in denominations of $5,000 or an integral
multiple thereof. The CITY, the bond registrar, and the paying
agent 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 affected by any notice to the
contrary.
In the event any REFUNDING BOND is mutilated, lost, or
destroyed, the CITY shall, if not then prohibited by law, execute
and the bond registrar shall authenticate and deliver to the
registered owner a new bond of like tenor and effect in
substitution for the mutilated, lost, or destroyed bond. The
registered owner shall be required to surrender such mutilated bond
or to establish, to the satisfaction of the bond registrar, the
fact of loss or destruction, to pay the charges of the bond
registrar for authenticating the substitute bond, and to indemnify
the CITY and the bond registrar against loss resulting from
issuance of the substitute bond.
This bond is transferable, in whole or in part, only upon
delivery to the bond registrar of this bond, accompanied by a
written instrument of transfer in substantially the form endorsed
hereon, duly executed by the registered owner or his attorney -in-
aw®yaw...=
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fact or legal representative. Upon such transfer, the bond
registrar shall enter the transfer of ownership in the registration
books and shall authenticate and deliver in the name or names of
the new registered owner or owners a new fully registered bond or
bonds of authorized denominations of the same maturity and interest
rate for the aggregate principal amount of the bond transferred at
the earliest practicable time. There shall be no charge to the
transferor or transferee for any transfer, except an amount or
amounts sufficient to reimburse the CITY and the bond registrar for
any tax, fee or other governmental charge required to be paid with
respect to such transfer. The CITY and the bond registrar shall
not be required to transfer any REFUNDING BOND which has been
called for redemption in whole or in part.
The REFUNDING BONDS are subject to mandatory and optional
redemption prior to maturity as follows:
(1) The REFUNDING BONDS shall be redeemed from SURPLUS
TAX RECEIPTS (hereinafter defined) on February 1, 1996, and on each
interest payment date thereafter, in inverse order of maturity (and
by lot within a maturity in such manner as the paying agent shall
determine) , in whole or in part, at a redemption price equal to the
principal amount being redeemed plus accrued interest to the
redemption date. SURPLUS TAX RECEIPTS are collections of the
SPECIAL TAX in excess of the amount necessary to insure the prompt
payment of the principal of, interest on, and fees of the bond
registrar and paying agent in connection with the REFUNDING BONDS
and any IMPROVEMENT BONDS at the time outstanding.
(2) The REFUNDING BONDS may be redeemed at the option of
the CITY on and after February 1, 2000, from funds from any other
source, in whole at any time or in part on any interest payment
date, in inverse order of maturity (and by lot within a maturity in
such manner as the paying agent may determine) at a redemption
price equal to the principal amount being redeemed plus accrued
interest to the redemption date.
(3) REFUNDING BONDS of denominations greater than $5,000
may be redeemed partially in the amount of $5,000 or any integral
multiple thereof.
(4) Notice of redemption identifying the REFUNDING BONDS
or portions thereof to be redeemed shall be given by the paying
agent, not less than thirty nor more than sixty days prior to the
date fixed for redemption, by mailing a copy of the redemption
notice by first class mail, postage prepaid, to all registered
owners of REFUNDING BONDS to be redeemed. Failure to mail an
appropriate notice or any such notice to one or more registered
owners of REFUNDING BONDS to be redeemed shall not affect the
validity of the proceedings for redemption of other REFUNDING BONDS
as to which notice of redemption is duly given and in proper and
timely fashion. All such bonds or portions thereof thus called for
fi%.kj w...s 9
• • 40
redemption shall cease to bear interest on and after the date fixed
for redemption, provided funds for their redemption are on deposit
with the paying agent at that time.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all
acts, conditions and things required to exist, happen and be
performed precedent to and in the issuance of this bond have
existed, have happened and have been performed in due time, form
and manner as required by law; that the indebtedness represented by
this bond and the issue of which it forms a part does not exceed
any constitutional or statutory limitation; and that a tax
sufficient to pay the REFUNDING BONDS has been duly levied in
accordance with Amendment No. 62 to the Constitution of the State
of Arkansas and made payable annually until all of the REFUNDING
BONDS and interest thereon have been fully paid and discharged.
ABBREVIATIONS
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 COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF TRANS MIN ACT - as Custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors
Act of
(State)
Additional abbreviations may also be used though not in the list
above.
Mh.q.U'M . 10
TRANSFER
FOR VALUE RECEIVED, the undersigned Transferor or
Transferors hereby sell, assign and transfer the within bond and
all rights thereunto to the Transferee or Transferees whose
name(s), address and social security or federal employer
identification number are shown below, and irrevocably constitute
and appoint as attorney to transfer the
within bond on the books kept for registration thereof, with full
power of substitution in the premises:
Name of Transferee(s):
Address of Transferee(s) (one address only):
Social Security or Federal Employer
Transferee(s) (one number only):
Dated:
Transferor
Transferor
Identification No. of
NOTICE: No transfer will be issued in the name of the
Transferee(s), unless the signature(s) to this assignment
correspond with the name(s) appearing upon the face of the within
bond in every particular, without alteration or enlargement or any
change whatever and the Social Security or Federal Employer
Identification Number of the Transferee is supplied.
Signature(s) of Transferor(s) Guaranteed:
NOTICE: Signature(s) must be guaranteed by a member of or a
participant in the Security Transfer Agents Medallion Program
(STAMP), or in another signature guaranty program recognized by the
paying agent.
ew®y,u,.4..s 11
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Section 5. In order to pay the REFUNDING BONDS as they
mature or are called for -redemption prior to maturity, with
interest thereon, there is hereby pledged all the proceeds derived
from the SPECIAL TAX. This pledge is subject to the right of the
CITY, hereby reserved, (a) to pledge SPECIAL TAX proceeds to
IMPROVEMENT BONDS hereafter issued in accordance with the
provisions of Section 7, on a parity with the pledge in favor of
the REFUNDING BONDS, and (b) to transfer SPECIAL TAX proceeds to
the IMPROVEMENT FUND (identified below) to the extent of (1)
capitalized interest withheld from REFUNDING BOND proceeds pursuant
to Section 13, and (2) capitalized interest withheld from
IMPROVEMENT BOND proceeds as provided below. The CITY covenants
and agrees that the SPECIAL TAX will be collected in the year 1995
and annually thereafter until all of the REFUNDING BONDS and
interest thereon have been paid in full or provision made for such
payment.
When and if the CITY issues IMPROVEMENT BONDS, the CITY
expects to create a special fund on the books of the CITY
(IMPROVEMENT FUND) from which expenditures shall be made to
accomplish the improvements for which the IMPROVEMENT BONDS are
being issued. There shall be credited to the IMPROVEMENT FUND all
proceeds of the IMPROVEMENT BONDS except accrued interest, if any,
and capitalized interest in an amount which, together with any
accrued interest, shall be sufficient to pay the interest, if any,
on the IMPROVEMENT BONDS which will become due and payable during
calendar year 1995. The accrued interest and capitalized interest
shall be deposited into the BOND FUND (created below) . SPECIAL TAX
proceeds received in 1995 shall be credited to the IMPROVEMENT FUND
to the extent of capitalized interest credited to the BOND FUND.
Except as provided in the preceding paragraphs, all
revenues derived from the SPECIAL TAX shall be accounted for
separately as a special fund on the books of the CITY which is
hereby created and designated "Refunding and Improvement Bond
Retirement Fund" (BOND FUND) . SPECIAL TAX revenues deposited into
the BOND FUND shall be used solely for the payment of the principal
of and interest on the REFUNDING BONDS and any IMPROVEMENT BONDS
issued in accordance with the provisions of Section 7, fees of the
registrars and paying agents for such bonds, and costs of
redemption of REFUNDING BONDS and IMPROVEMENT BONDS, either at
maturity or upon redemption prior to maturity.
Amounts held for the credit of the BOND FUND on August 1,
1995, shall be applied as follows: first, to pay interest then due
on the REFUNDING BONDS and any IMPROVEMENT BONDS then outstanding;
second, to pay fees of the bond registrar and paying agent.
SPECIAL TAX REVENUES held for the credit of the BOND FUND
on February 1, 1996, and on each February 1 thereafter shall be
applied as follows: first, to pay principal of and interest on the
REFUNDING BONDS and any IMPROVEMENT BONDS then due; second, to pay
ft%.4 ..,. 12
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fees of the bond registrar and paying agent, and costs of
redemption, either at maturity or upon redemption prior to
maturity; third, to be set aside and retained in the BOND FUND the
amount necessary to pay interest that will become due on the
REFUNDING BONDS and any IMPROVEMENT BONDS on the following August
1; and fourth, the balance shall be applied to the redemption of
REFUNDING BONDS prior to maturity. In the event that any VARIABLE -
RATE BONDS (as defined in Section 7) are outstanding, the retainage
to pay interest to become due on the following August 1 shall be
calculated on the assumption that the VARIABLE -RATE BONDS shall
bear interest during the entire period at the rate of 6% per annum.
SPECIAL TAX revenues held for the credit of the BOND FUND
on August 1, 1996, and on each August 1 thereafter shall be applied
as follows: first, to pay the interest then due on the REFUNDING
BONDS and any IMPROVEMENT BONDS; second, to pay fees of the bond
registrar and paying agent, and costs of redemption prior to
maturity; and third, the balance shall be applied to the redemption
of REFUNDING BONDS prior to maturity.
Moneys in the BOND FUND'may also be used to pay any
arbitrage rebate due the United States Treasury under Section
148(f) of the Internal Revenue Code of 1986, as amended (CODE)
which rebate has resulted from earnings on funds established under
this ordinance, or subsequent ordinances adopted in connection with
the issuance of IMPROVEMENT BONDS, being invested at a yield above
the yield on the REFUNDING BONDS or the IMPROVEMENT BONDS.
Section 6. For the prompt payment of the REFUNDING BONDS
with interest, the CITY pledges its full faith, credit and taxing
power, including a sufficient amount of the SPECIAL TAX as
described in Section 5.
Section 7. In order to pay the principal of and interest
on the REFUNDING BONDS as they mature, together with fees and costs
incidental thereto, there are hereby appropriated out of the
proceeds of the above referred to SPECIAL TAX, and if said proceeds
be not sufficient, then out of the general revenues of the CITY,
the sums necessary to promptly pay the same. Principal of and
interest on the REFUNDING BONDS are payable in accordance with the
following schedule:
mho lj.w.n...Q 13
M
M M
Total
44
1996
12 Months Principal
$472,707.50
Ending Due at Interest
Interest
February 1 Maturity Aug. 1
Feb. 1
M M
Total
44
1996
$472,707.50
$472,707.50
$ 945,415
1997
472,707.50
472,707.50
945,415
1998
472,707.50
472,707.50
945,415
1999
472,707.50
472,707.50
945,415
2000
472,707.50
472,707.50
945,415
2001
472,707.50
472,707.50
945,415
2002
472,707.50
472,707.50
945,415
2003
472,707.50
472,707.50
945,415
2004
472,707.50
472,707.50
945,415
2005
472,707.50
472,707.50
945,415
2006
472,707.50
472,707.50
945,415
2007
472,707.50
472,707.50
945,415
2008
$2,720,000
472,707.50
472,707.50
945,415
2009
2,890,000
387,707.50
387,707.50
3,665,415
2010
3,070,000
296,672.50
296,672.50
3,663,345
2011
3,260,000
200,735.00
200,735.00
3,661,470
2012
3,460,000
102,935.00
102,935.00
3,665,870
The CITY expressly reserves the right to issue not to
exceed $29,914,000 of IMPROVEMENT BONDS, from time to time in
additional series, subject to the conditions set out below. All
IMPROVEMENT BONDS shall rank on a parity of security with the
REFUNDING BONDS. The payment at maturity or as due prior to
maturity of all principal of, interest on, and fees of the paying
agent and bond registrar in connection with, the REFUNDING BONDS
and any outstanding IMPROVEMENT BONDS shall be secured by an equal
and ratable pledge of the SPECIAL TAX. As long as any REFUNDING
BONDS are outstanding, SPECIAL TAX proceeds in excess of the amount
necessary to pay as due the principal of, interest on, and fees of
bond registrars and paying agents in connection with, the
outstanding REFUNDING BONDS and IMPROVEMENT BONDS shall be applied
in accordance with the provisions of Section 5. All IMPROVEMENT
BONDS shall mature on February 1. Interest on all IMPROVEMENT
BONDS shall be payable on each February 1 and August 1, commencing
not later than eleven months after the date of issuance. The
IMPROVEMENT BONDS of each series shall be dated, bear interest at
such rates, be sold for such price, be subject to mandatory and
optional redemption prior to maturity, and contain such other terms
and conditions not inconsistent with applicable provisions herein
contained as the CITY shall specify.
The CITY shall not issue any IMPROVEMENT BONDS unless and
until:
(1) The CITY is not in default in the performance of any
covenant contained in this Ordinance or in any ordinance or other
document authorizing the issuance of a series of Improvement Bonds;
and
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(2) Either (A) actual collections of the SPECIAL TAX for
the calendar year immediately preceding the year in which the
series of IMPROVEMENT BONDS is issued, or (B) projected collections
of the SPECIAL TAX for the calendar year immediately following the
year in which the series of IMPROVEMENT BONDS is issued shall be
not less than 1.20 times the maximum aggregate annual debt service
(calculated as provided below) for all REFUNDING BONDS then
outstanding, any IMPROVEMENT BONDS then outstanding, and the
IMPROVEMENT BONDS then being issued. SPECIAL TAX collections shall
be projected by (1) multiplying the then current assessed value of
taxable property in the CITY, according to the most recent
assessment, by the then current rate(s) of the SPECIAL TAX-to
obtain the projected tax levy, and (2) multiplying the projected
tax levy by the average rate of ad valorem tax collections from
taxable property in the CITY.during the most recent ten years for
which statistics are available. I£ at the time of projection the
rate of the SPECIAL TAX varies according to the category of the
property (e.g. real estate, personal property, etc.) , then the
projected tax levy shall be obtained by multiplying the assessed
value of each category by the appropriate rate. The sum of the
products so obtained shall be the projected tax levy. For purposes
of the computations required by this paragraph (2), annual debt
service shall be calculated on the basis of bond years commencing
after the issuance of the IMPROVEMENT BONDS then being issued. A
"bond year" is hereby defined as the 12 month period commencing
each February 2 and ending on the following February 1. There
should be excluded from the calculations any capitalized interest
credited to the BOND FUND pursuant to Section 5.
At the option of the CITY, some or all of the IMPROVEMENT
BONDS may bear interest at a variable rate which is adjusted
periodically in accordance with market conditions (VARIABLE -RATE
BONDS) . VARIABLE -RATE BONDS shall never bear interest at a rate in
excess of 6% per annum. For purposes of calculating debt service
on VARIABLE -RATE BONDS to determine compliance with the conditions
for the issuance of IMPROVEMENT BONDS, it shall be assumed that
VARIABLE -RATE BONDS bear interest at all times at the rate of 6%
per annum.
In connection with the issuance of VARIABLE -RATE BONDS,
the CITY may provide an option to the holders to tender bonds for
purchase, provide for remarketing such bonds, and contract with a
financial institution with respect to providing a liquidity
facility for the purchase of bonds that cannot otherwise be
remarketed. The CITY may employ necessary agents to carry out such
a program and pay necessary fees (VARIABLE -RATE FEES) in connection
therewith. VARIABLE -RATE FEES shall be payable solely from
available investment earnings as provided in Section 14.
Section 8. The REFUNDING BONDS shall be callable for
payment prior to maturity in accordance with the terms set out in
the bond form in Section 4 of this Ordinance. The IMPROVEMENT
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BONDS of each series shall be callable for payment prior to
maturity in accordance with the provisions ccntained in the
ordinance authorizing issuance of the particular series of
IMPROVEMENT BONDS.
Section 9. The Finance Director and Treasurer of the
CITY is hereby ordered and directed to place on deposit with the
paying agent for the REFUNDING BONDS, at least two (2) business
days before the maturity, redemption or interest payment date of
any REFUNDING BOND an amount from the funds herein appropriated
equal to the amount of such bond or interest, for the sole purpose
of paying the same, together with the reasonable fees of the paying
agent and bond registrar. This instruction to the Finance Director
and Treasurer is irrevocable and may be enforced by mandamus.
Section 10. The bond registrar shall immediately notify
the CITY of each default in the payment of principal of or interest
on any REFUNDING BOND and of any other default under this ordinance
of which the bond registrar has knowledge. Any default in the
payment of the principal of or interest on any REFUNDING BOND or
any IMPROVEMENT BOND, and any default in the perf ormance of any
other covenant herein which continues for 30 days after written
notice thereof is given to the CITY by the bond registrar shall
constitute an event of default hereunder. The bond registrar shall
notify the registered owners of the REFUNDING BONDS of each event
of default by first class mail. The owners of not less than 10% in
aggregate principal amount of the REFUNDING BONDS and IMPROVEMENT
BONDS then outstanding may by proper suit compel the performance of
the duties of the officials of the CITY under the Constitution and
laws of the State of Arkansas and under this ordinance and protect
and enforce the rights of the owners by instituting appropriate
proceedings at law or in equity or by other action deemed necessary
or desirable. If any default in the payment of principal or
interest continues for 30 days the owners of not less than 50% in
principal amount of the then outstanding REFUNDING BONDS and
IMPROVEMENT BONDS may declare all outstanding REFUNDING BONDS and
IMPROVEMENT BONDS immediately due and payable together with accrued
interest thereon.
No one or more owners of the REFUNDING BONDS or of the
IMPROVEMENT BONDS shall have any right in any manner by his or
their action to affect, disturb or prejudice the security of this
ordinance, or to enforce any right hereunder except in the manner
provided herein. All proceedings at law or in equity shall be
instituted, had and maintained in the manner provided herein and
for the benefit of all owners of outstanding bonds. Any individual
rights of action are restricted by this ordinance to the rights and
remedies herein provided. Nothing shall, however, affect or impair
the right of an owner to enforce the payment of the principal of
and interest on any bond at and after the maturity thereof.
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No delay or omission of any owner of a REFUNDING BOND to
exercise any right or power accrued upon any default shall impair
any such right or power or be construed to be a waiver of any such
default or an acquiescence therein, and every power and remedy
given to the owners of the bonds may be exercised from time to time
and as often as may be deemed expedient.
The owners of not less than 50% in aggregate principal
amount of the REFUNDING BONDS and IMPROVEMENT BONDS then
outstanding shall have the right, during the continuance of an
event of default, to direct the time, method and place of
conducting any proceedings for any remedy of bondholders, and may
waive any default which shall have been remedied before the entry
of final judgment or decree in any suit, action or proceeding or
before the completion of the enforcement of any other remedy. No
such waiver shall extend to or affect any other existing or
subsequent default or defaults or impair any rights or remedies
consequent thereon.
Section 11. The bond registrar and paying agent for the
REFUNDING BONDS shall each be responsible only for the exercise of
good faith and reasonable prudence in the execution of its trust.
The recitals in this Ordinance and in the face of the bonds are the
recitals of the CITY and not of the bond registrar or paying agent.
The bond registrar and paying agent for all REFUNDING
BONDS and IMPROVEMENT BONDS shall at all times be a single bank or
trust company having capital and surplus of at least $25,000,000.
A "subsidiary trust company" within the meaning of the Bank Holding
Company Subsidiary Trust Company Formation Act of 1989 (Arkansas
Code Annotated 23 -32 -1901 et. seq.) , shall be deemed to have
capital and surplus equal to its capital and surplus plus the
capital and surplus of its owning bank holding company. In case of
resignation or removal of the bond registrar and paying agent, the
successor must have the same qualifications. If an incumbent fails
to maintain the qualifications specified in this paragraph, such
failure shall ipso facto be deemed a resignation.
The bond registrar will maintain books for the
registration and transfer of ownership of the REFUNDING BONDS. The
principal of all bonds, payable either at maturity or upon
redemption prior to maturity, shall be paid upon surrender of the
bond at the corporate trust office of the paying agent. Interest
shall be paid by check or draft drawn on the paying agent and
mailed to each registered owner at the address shown on the
registration books.
The bond registrar and paying agent may resign by giving
notice in writing to the City Clerk. Such resignation shall be
effective upon the appointment of a successor bond registrar and
paying agent by the CITY and acceptance of appointment by the
successor. If the CITY fails to appoint a successor within 30 days
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of receiving notice of resignation, the bond registrar and paying
agent may apply to a court of competent "jurisdiction for
appointment of a successor.
The owners of a majority in principal amount of
outstanding REFUNDING BONDS may at any time, with or without cause,
remove the bond registrar and paying agent and appoint a successor.
The CITY shall give notice in writing to the owners of outstanding
bonds of any resignation, removal, or appointment of a successor
bond registrar and paying agent.
The bond registrar and paying agent shall each be
entitled to reasonable compensation for its services hereunder.
Section 12. The original bond registrar and paying agent
and any successor shall file a written acceptance and agreement to
execute the trust imposed upon it by this ordinance, but only upon
the terms and conditions set forth in this ordinance, and subject
to the provisions of this ordinance, to all of which the respective
owners of the REFUNDING BONDS agree. Such written acceptance shall
be filed with the City Clerk and a copy therein shall be placed in
the bond transcript. Any successor shall have all the powers
herein granted to the original bond registrar and paying agent.
Section 13. The REFUNDING BONDS herein authorized shall
be delivered to the bond registrar, which shall authenticate and
deliver them to the UNDERWRITERS, or order, upon payment in Federal
Reserve funds of an amount equal to the purchase price specified in
the BOND PURCHASE AGREEMENT, including accrued interest from
February 1, 1995 to date of delivery. The proceeds of the
REFUNDING BONDS, plus $16,321,688.20 of the proceeds of the 1988
TAX (being the amount of 1988 TAX proceeds determined, at the time
of sizing the REFUNDING BONDS, as reasonably certain to be
available on the date of issuance of the REFUNDING BONDS) , shall be
used as follows:
(a) The accrued interest shall be credited to the BOND
(b) There shall also be credited to the BOND FUND as
capitalized interest an amount which, together with accrued
interest, will be sufficient to pay the interest on the REFUNDING
BONDS that will become due August 1, 1995.
(c) $31,121,214.25 shall be deposited in trust with
Worthen Trust Company, Inc. and used for the redemption of all
outstanding 1988 BONDS pursuant to the terms of the ESCROW
AGREEMENT.
(d) The balance shall be accounted for separately as a
special fund on the books of the CITY which is hereby created and
designated "Refunding Bonds Cost of Issuance Fund" (COST OF
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ISSUANCE FUND). Amounts credited to the COST OF ISSUANCE FUND
shall be expended to pay issuance costs of the REFUNDING BONDS and
other expenses related thereto. When all expenditures properly
payable from the COST OF ISSUANCE FUND have been paid, that fund
shall be closed and the balance credited to the BOND FUND.
Section 14. (a) Moneys held for the credit of the BOND
FUND shall, as nearly as may be practicable, be continuously
invested and re- invested by the CITY in direct obligations of, or
obligations the principal of and interest on which are
unconditionally guaranteed by, the United States government, which
shall mature not later than the time the funds -will be needed as
determined by the CITY. Moneys held for the credit of the COST OF
ISSUANCE FUND may be invested and reinvested by the CITY in direct
obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by the United States
government, having maturity dates on or prior to the date the funds
will be needed as determined by the CITY.
(b) Moneys held for the credit of the COST OF ISSUANCE
FUND or BOND FUND and not invested shall be deposited in a
depository or depositories selected by the City. All such bank
deposits, including those in the form of certificates of deposit,
and any interest to be paid on accounts or certificates shall at
all times be either insured by the Federal Deposit Insurance
Corporation, or secured by a valid and perfected pledge of
collateral consisting of direct or fully guaranteed obligations of
the United States of America.
(c) The CITY covenants that earnings from the BOND FUND
and the COST OF ISSUANCE FUND will be used to the extent necessary
to pay as due any VARIABLE -RATE FEES. Other investment earnings
may be used by the CITY for any municipal purpose.
Section 15. The terms of the REFUNDING BONDS and of this
ordinance shall constitute a contract between the CITY and the
holders of the REFUNDING BONDS. Except as provided below, no
variation or change in the undertakings herein set forth shall be
made while any REFUNDING BONDS are outstanding. The owners of not
less than 75% in aggregate principal amount of the REFUNDING BONDS
then outstanding, together with 75% in aggregate principal amount
of IMPROVEMENT BONDS then outstanding, have the right, from time to
time, to consent to the adoption by the CITY of ordinances
modifying any of the terms or provisions contained in the REFUNDING
BONDS or this ordinance; provided however, there shall not be
permitted (a) any extension of the maturity of the principal of or
interest on any REFUNDING BOND, or (b) a reduction in the principal
amount of any REFUNDING BOND or the rate of interest thereon, or
(c) the creation of any additional pledge of the revenues pledged
to the REFUNDING BONDS other than as authorized in this ordinance,
or (d) a privilege or priority of any REFUNDING BOND or REFUNDING
BONDS over any other REFUNDING BOND or BONDS, or (e) a reduction in
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i
SO
the aggregate principal amount of the holders of bonds required for
such consent.
Section 16. Tax Covenants. The CITY covenants that it
will not take any action, or fail to take any action, if any such
action or failure to take action would adversely affect the
exclusion from gross income of the interest on the REFUNDING BONDS
under Section 103 of the CODE. The CITY will not directly or
indirectly use or permit the use of any proceeds of the REFUNDING
BONDS or any otner funds of the CITY, or take or omit to take any
action, that would cause the REFUNDING BONDS to be "arbitrage
bonds" within the meaning of Section 148(a) of the CODE. To that
end, the CITY will comply with all requirements of Section 148 of
the CODE to the extent applicable to the REFUNDING BONDS.
Section 17. Defeasance. When all of the REFUNDING BONDS
shall have been paid or deemed paid, the pledge in favor of the
bonds shall be discharged and satisfied. A REFUNDING BOND shall be
deemed paid when there shall have been deposited in trust with the
bond registrar and paying agent, as escrow agent under an escrow
deposit agreement requiring the escrow agent to apply the proceeds
of the deposit to pay the principal of and interest on the 1994
BOND as due at maturity or upon redemption prier to maturity,
moneys or Government Securities sufficient to pay when due the
principal of and interest on the REFUNDING BOND. If the principal
of the REFUNDING BOND is to become due by redemption prior to
maturity, notice of such redemption must have been duly given or
provided for. "Government Securities" shall mean direct or fully
guaranteed obligations of - the United States of America,
noncallable, maturing on or prior to the maturity or redemption
date of the REFUNDING BOND deemed paid. In determining the
sufficiency of a deposit there shall be considered the principal
amount of such Government Securities and interest to be earned
thereon until their maturity.
Section 18. Upon request, the CITY will provide annual
audited financial statements and other pertinent credit information
relevant to the REFUNDING BONDS and the IMPROVEMENT BONDS,
including the City's. Comprehensive Annual Financial Report, and
will provide copies to one or more major information providers in
the state and local government securities market. Appropriate
credit information necessary for maintaining the ratings on the
REFUNDING BONDS will be provided by the CITY to the rating agencies
rating the REFUNDING BONDS.
Section 19. The provisions of this ordinance are
separable and in the event that any section or part hereof shall be
held to be invalid, such invalidity shall not affect the remainder
of this ordinance.
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Section 20. All ordinances and resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
Section 21. This ordinance shall not create any right of
any character and no right of any character shall arise under or
pursuant to it until the bonds authorized by this ordinance shall
be issued and delivered.
Section 22. It is hereby ascertained and declared that
there is an immediate and urgent need for refinancing of the 1988
BONDS to release the 1988 TAX in order to permit the issuance of
the IMPROVEMENT BONDS to finance the construction or acquisition of
the various municipal projects to be financed by the issuance of
the IMPROVEMENT BONDS in order to protect the health, lives and
property of the inhabitants of the City. It is, therefore,
declared that an emergency exists and this ordinance, being
necessary for the preservation of public peace, health and safety,
shall take effect and be in force immediately upon and after its
adoption.
ADOPTED: January 20 , 1995.
ATTEST:
Robbie Hancock, City Clerk
Approved as to form:
Thomas M. Carpenter
City Attorney
APPROVED:
By
Jim Da ley, May I r
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