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HomeMy WebLinkAbout16839$1,000,000 to finance a community center adjacent to the proposed new Stephens Elementary School, as more specifically described in Ordinance No. 16,744 (STEPHENS COMMUNITY CENTER); 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 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 F.�\j.W95b.. ORDINANCE NO. 16,839 AN ORDINANCE AUTHORIZING THE ISSUANCE OF O1 CAPITAL IMPROVEMENT BONDS; PLEDGING TAX kD REVENUES SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; PRESCRIBING OTHER '•j, MATTERS RELATING THERETO; AND DECLARING AN A EMERGENCY. ro ro WHEREAS, by Ordinance No. 16,744 duly adopted by the a Board of Directors on September 6, 1994, there was submitted to the roqualified electors of the City of Little Rock, Arkansas (CITY) , the questions of the issuance of bonds in the following maximum amounts d for the following purposes: M $9,940,000 to finance street improvements, as more particularly described in Ordinance No. v 16,744 (STREET IMPROVEMENTS); N $5,208,000 to finance facilities for drainage and flood control (DRAINAGE IMPROVEMENTS); $8,100,000 to finance park improvements, as more specifically described in Ordinance No. 16,744 (PARK IMPROVEMENTS); $2,216,000 to finance a new police substation, as more specifically described in Ordinance No. 16,744 (POLICE STATION); $3,450,000 to finance facilities for the fire department, as more specifically described in Ordinance No. 16,744 (FIREFIGHTING IMPROVEMENTS); and $1,000,000 to finance a community center adjacent to the proposed new Stephens Elementary School, as more specifically described in Ordinance No. 16,744 (STEPHENS COMMUNITY CENTER); 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 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 F.�\j.W95b.. 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, for the purpose of advance refunding and defeasing the 1988 BONDS, the CITY has sold and authorized the issuance of its Capital Improvement Refunding Bonds, Series 1995A (REFUNDING BONDS), in the principal amount of $15,400,000; and WHEREAS, the CITY will use proceeds of the REFUNDING BONDS and receipts from the 1988 TAX (defined below) to accomplish the advance refunding and defeasance; and WHEREAS, the REFUNDING BONDS have been authorized by and will be entitled to the security prescribed in Ordinance No. 16,838, adopted January 20, 1995 (REFUNDING BOND ORDINANCE); and WHEREAS, pursuant to Ordinance No. 16,765, adopted October 18, 1994, the CITY has fixed, established and levied an ad valorem tax on taxable property located within the City at the rate 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 bond registrars and paying agents in connection with the REFUNDING BONDS and the bonds herein authorized; and WHEREAS, the SPECIAL TAX will be collected in lieu of the 3.434 mill tax previously levied for retirement of the 1988 BONDS (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 financing of the six purposes approved at the election and to issue $29,910,000 in aggregate principal amount of bonds (IMPROVEMENT BONDS), and has made arrangements for the sale of the IMPROVEMENT BONDS to Goldman, Sachs & Co., Hill, Crawford & Lanford, Inc., and United Daniels Securities, Inc. (UNDERWRITERS), at a price of $29,548,837.80 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., the preliminary official statement dated January 27, 1995, offering the IMPROVEMENT 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: • • 54 Section 1. The IMPROVEMENT 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. 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 IMPROVEMENT 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 IMPROVEMENT 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. sect.) , the IMPROVEMENT BONDS are hereby authorized and ordered issued in the total principal amount of $29,910,000. The proceeds of the IMPROVEMENT BONDS shall be used for the purposes specified in the recitals of this Ordinance. The IMPROVEMENT BONDS shall be dated February 1, 1995, and shall be designated CITY OF LITTLE ROCK, ARKANSAS CAPITAL IMPROVEMENT BONDS, SERIES 1995B. 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 IMPROVEMENT 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 IMPROVEMENT 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: rw���owssb.� Maturity Principal Interest Date Amount Rate 1996 $1,650,000 4.950% 1997 1,955,000 5.100% 1998 2,055,000 5.200% 1999 2,160,000 5.250% 2000 2,275,000 5.300% 2001 2,395,000 5.400% 2002 2,525,000 5.500% 2003 2,665,000 5.600% 2004 2,810,000 5.600% 2005 2,970,000 5.650$ 2006 3,135,000 5.750% 2007 3,315,000 5.800% Section 4. The IMPROVEMENT 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 IMPROVEMENT BONDS shall be in substantially the following form: f.W \joV -M.. 4 (Face of Bond) REGISTERED REGISTERED No. $ UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF LITTLE ROCK CAPITAL IMPROVEMENT BOND SERIES 1995B Dated Date: February 1, Maturity Date: February Principal Amount: Registered Owner: 1995 Interest Rate: $ 1, 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 IMPROVEMENT BONDS or the date fixed for redemption of any IMPROVEMENT 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. f. \b®e \joW95lwa 5 This bontshall bear interest from to 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 an issue of bonds of the CITY designated CAPITAL IMPROVEMENT BONDS, SERIES 1995B (IMPROVEMENT BONDS) in the principal amount of $29,910,000. (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 Bonds, Series 1995B, of the City of Little Rock, Arkansas. Date of Authentication: Worthen Trust Company, Inc. Bond Registrar By: Authorized Officer 0 f:w y 9%..« 6 57 0 0 (Back of Bond) CITY OF LITTLE ROCK, ARKANSAS CAPITAL IMPROVEMENT BOND, ADDITIONAL PROVISIONS M M M M The CITY has previously issued its $15,400,000 CAPITAL IMPROVEMENT REFUNDING BONDS, SERIES 1995A, dated February 1, 1995 (REFUNDING BONDS). The REFUNDING BONDS and the IMPROVEMENT BONDS are 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 REFUNDING BONDS and the IMPROVEMENT BONDS rank on a parity of security. The City hereby pledges the SPECIAL TAX for the equal and ratable payment of this bond, the issue of IMPROVEMENT BONDS of which it forms a part, and the REFUNDING BONDS. The SPECIAL TAX shall be collected with the property taxes payable in 1995 and continuing annually thereafter until all of the IMPROVEMENT BONDS and interest thereon have been paid in full or deemed paid in accordance with the provisions of Ordinance No. [this Ordinance]. The IMPROVEMENT BONDS are not secured by any lien on or security interest in any physical properties. The IMPROVEMENT 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 IMPROVEMENT 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 r:�yowsss..Q 58 59 written instrument of transfer in substantially the form endorsed hereon, duly executed by the registered owner or his attorney -in- 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 IMPROVEMENT BOND which has been called for redemption in whole or in part. The IMPROVEMENT BONDS are subject to mandatory and optional redemption prior to maturity as follows: (1) After retirement of all REFUNDING BONDS, the IMPROVEMENT BONDS shall be redeemed from SURPLUS TAX RECEIPTS (hereinafter defined) on each interest payment date, 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. The initial redemption of IMPROVEMENT BONDS pursuant to this paragraph may be on the date of final retirement of the REFUNDING BONDS. 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 bond registrars and paying agents in connection with the REFUNDING BONDS and the IMPROVEMENT BONDS. (2) The IMPROVEMENT 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) IMPROVEMENT 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 IMPROVEMENT 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 IMPROVEMENT BONDS to be redeemed. Failure to mail an appropriate notice or any such notice to one or more r�gov W%..o. 8 registered owners of IMPROVEMENT BONDS to be redeemed shall not affect the validity of the proceedings for redemption of other IMPROVEMENT 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 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 IMPROVEMENT 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 IMPROVEMENT BONDS and interest thereon have been fully paid and discharged. 1: \yy.��1M�.MYtil�7 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. r�yowvsn..« 60 0 TRANSFER 61. 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. e�goUi45b,e 10 Section 5. The provisions of Section 5 of the REFUNDING BOND ORDINANCE (creating the "Refunding and Improvement Bond Retirement Fund" (BOND FUND)and specifying the moneys to be credited thereto and their application) are confirmed and shall continue for the mutual benefit of the REFUNDING BONDS and the IMPROVEMENT BONDS so long as any bonds of either issue are outstanding. After retirement of all REFUNDING BONDS: SPECIAL TAX REVENUES held for the credit of the BOND FUND on each February 1 shall be applied as follows: first, to pay principal of and interest on the IMPROVEMENT BONDS then due; second, to pay 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 IMPROVEMENT BONDS on the following August 1; and fourth, the balance shall be applied to the redemption of IMPROVEMENT BONDS prior to maturity. SPECIAL TAX REVENUES held for the credit of the BOND FUND on each August 1 shall be applied as follows: first, to pay the interest then due on the 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 IMPROVEMENT BONDS prior to maturity. Section 6. For the prompt payment of the IMPROVEMENT BONDS with interest, the CITY pledges its full faith, credit and taxing power, including a sufficient amount of the SPECIAL TAX. Section 7. In order to pay the principal of and interest on the IMPROVEMENT BONDS as they mature and are called for redemption prior to maturity as provided in section 5, 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 in accordance with the following schedule of principal and interest requirements: r:�yow- ssn..« 11 = M The CITY shall not issue any additional bonds payable from the SPECIAL TAX. Section 8. The IMPROVEMENT 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. 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 IMPROVEMENT BONDS, at least two (2) business days before the maturity, redemption or interest payment date of any IMPROVEMENT 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 IMPROVEMENT 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 performance 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 IMPROVEMENT BONDS of each event of default by first class mail. The owners of not less than 10% in 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. f: \6me \joW956.ca. 12 12 Months Principal Ending Due at Interest Interest Februarv'1 Maturity Auct. 1 Feb. 1 Total 1996 $1,650,000 $818,678.75 $818,678.75 $3,287,357.50 1997 1,955,000 777,841.25 777,841.25 3,510,682.50 1998 2,055,000 727,988.75 727,988.75 3,510,977.50 1999 2,160,000 674,588.75 674,588.75 3,509,117.50 2000 2,275,000 617,858.75 617,858.75 3,510,717.50 2001 2,395,000 557,571.25 557,571.25 3,510,142.50 2002 2,525,000 492,906.25 492,906.25 3,510,812.50 2003 2,665,000 423,468.75 423,468.75 3,511,937.50 2004 2,810,000 348,848.75 348,848.75 3,507,697.50 2005 2,970,000 270,168.75 270,168.75 3,510,337.50 2006 3,135,000 186,266.25 186,266.25 3,507,532.50 2007 3,315,000 96,135.00 96,135.00 3,507,270.00 The CITY shall not issue any additional bonds payable from the SPECIAL TAX. Section 8. The IMPROVEMENT 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. 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 IMPROVEMENT BONDS, at least two (2) business days before the maturity, redemption or interest payment date of any IMPROVEMENT 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 IMPROVEMENT 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 performance 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 IMPROVEMENT BONDS of each event of default by first class mail. The owners of not less than 10% in 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. f: \6me \joW956.ca. 12 • !� 64 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. No delay or omission of any owner of an IMPROVEMENT 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 IMPROVEMENT 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 r.�yowssc..« 13 • • 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 IMPROVEMENT 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 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 aggregate principal amount of outstanding REFUNDING BONDS and IMPROVEMENT 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 institution so designated in the bond form in Section 4 hereof shall be the original bond registrar and paying agent for the IMPROVEMENT BONDS. 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 IMPROVEMENT 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 IMPROVEMENT 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 f. \hmeyoW956..« 14 65 interest from February 1, 1995 to date of delivery. The proceeds shall be disbursed to the CITY for use as follows: (a) The accrued interest shall be credited to the BOND FUND. (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 IMPROVEMENT BONDS that will become due August 1, 1995. (c) The balance shall be accounted for separately as a special fund on the books of the CITY which is hereby created and designated 111995 Capital Improvement Fund" (IMPROVEMENT FUND). Moneys initially credited to the IMPROVEMENT FUND shall be allocated among STREET IMPROVEMENTS, DRAINAGE IMPROVEMENTS, PARK IMPROVEMENTS, POLICE STATION, FIREFIGHTING IMPROVEMENTS, and STEPHENS COMMUNITY CENTER in proportion to the maximum amount of bonds approved for each purpose. Moneys allocated to each purpose shall be credited to a separate account designated to reflect the purpose, e.g. "Street Improvement Account." The amounts credited to each account shall be expended to accomplish the purpose for which the account was created. Issuance costs and other expenses not specific to any one purpose shall be joint obligations to be paid from each account in proportion to the initial moneys credited thereto. (d) All receipts from the 1988 TAX not used for retirement of the 1988 BONDS, including delinquent tax collections hereafter received, are appropriated for and shall be used to accomplish the purposes for which the IMPROVEMENT BONDS are being issued. All such amounts shall be credited to a separate account in the IMPROVEMENT FUND hereby created and designated "General Account." Moneys credited to the General Account shall be expended for either STREET IMPROVEMENTS, DRAINAGE IMPROVEMENTS, PARK IMPROVEMENTS, POLICE STATION, FIREFIGHTING IMPROVEMENTS, or STEPHENS COMMUNITY CENTER, at such times and in such amounts as hereafter designated by the Board of Directors of the CITY. The Board of Directors will not be obligated to expend General Account Moneys proportionately. (e) When all expenditures properly payable from any account have been paid, that account shall be closed and the balance credited to the BOND FUND. Section 14. The provisions of Section 14 of the REFUNDING BOND ORDINANCE (authorizing investments and deposits and providing for disbursement of earnings therefrom) are confirmed and shall continue for the mutual benefit of the REFUNDING BONDS and the IMPROVEMENT BONDS so long as any bonds of either issue are outstanding, and for the benefit of the CITY. Moneys held for the credit of the IMPROVEMENT FUND shall be invested and deposited in rw.yeu. -M. 15 the manner provided for investment and deposit of moneys credited to the BOND FUND. Earnings from investments or deposits of moneys credited to the IMPROVEMENT FUND may be used by the CITY for any municipal purposes. Section 15. The terms of the IMPROVEMENT BONDS and of this ordinance shall constitute a contract between the CITY and the holders of the IMPROVEMENT BONDS. Except as provided below, no variation or change in the undertakings herein set forth shall be made while any IMPROVEMENT BONDS are outstanding. The owners of not less than 758 in aggregate principal amount of the IMPROVEMENT BONDS then outstanding, together with the owners of 758 in aggregate principal amount of the REFUNDING 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 IMPROVEMENT 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 IMPROVEMENT BOND, or (b) a reduction in the principal amount of any IMPROVEMENT BOND or the rate of interest thereon, or (c) the creation of any additional pledge of the revenues pledged to the IMPROVEMENT BONDS other than as authorized in this ordinance, or (d) a privilege or priority of any IMPROVEMENT BOND or IMPROVEMENT BONDS over any other IMPROVEMENT BOND or BONDS, or (e) a reduction in 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 IMPROVEMENT BONDS under Section 103 of the CODE. The CITY will not directly or indirectly use or permit the use of any proceeds of the IMPROVEMENT BONDS or any other funds of the CITY, or take or omit to take any action, that would cause the IMPROVEMENT 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 IMPROVEMENT BONDS. Section 17. Defeasance. When all of the IMPROVEMENT BONDS shall have been paid or deemed paid, the pledge in favor of the bonds shall be discharged and satisfied. An IMPROVEMENT 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 IMPROVEMENT BOND as due at maturity or upon redemption prior to maturity, moneys or Government Securities sufficient to pay when due the principal of and interest on the IMPROVEMENT BOND. If the principal of the IMPROVEMENT 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 fiv kj.w- 9%..e. 16 or fully guaranteed obligations of the United States of America, noncallable, maturing on or prior to the maturity or redemption date of the IMPROVEMENT 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 IMPROVEMENT BONDS will be provided by the CITY to the rating agencies rating the IMPROVEMENT 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. 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 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. r.�gowssu�« 17 ADOPTED: February 6 , 1995. ATTEST: � � BY l/ 4J�% Q„�� cB�, Jim Dailey, Mayor Robbie Hancock, City Clerk Approved as to form: Thomas M. Carpent r City Attorney e�yow9sn..« 18