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HomeMy WebLinkAbout188912003073319 ® • Filed 07/22/2M R rded n DA Filed d Recorded in Official Records of CWMYO STACEY ORDINANCE NO. 18,891 CIRCUIT Y /CMMTY CLERK Fees $14.00' AN ORDINANCE PROVIDING FOR THE ISSUANCE OF HOTEL AND RESTAURANT GROSS RECEIPT TAX REFUNDING BONDS, SERIES 2003, BY THE CITY OF LITTLE ROCK, ARKANSAS FOR THE PURPOSE OF REFUNDING A PORTION OF THE CITY'S OUTSTANDING HOTEL AND RESTAURANT GROSS RECEIPT TAX REFUNDING BONDS, SERIES 1993; AUTHORIZING SALE OF THE SERIES 2003 BONDS; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2003 BONDS; AUTHORIZING THE ADOPTION OF A RESOLUTION SUPPLEMENTAL HERETO TO ESTABLISH THE AGGREGRATE PRINCIPAL AMOUNT, PRINCIPAL MATURITIES, INTEREST RATES, AND REOFFERING PRICES OF THE SERIES 2003 BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas, owns convention facilities (the "Convention Facilities ") which are operated by the Advertising and Promotion Commission of the City (the "Commission ") pursuant to the Advertising and Promotion Commission Act, Arkansas Code Annotated (Repl. 1997 & Supp. 2001) §§ 26- 75-601 to -618, as amended (the "Act "); and WHEREAS, the City issued its Hotel and Restaurant Gross Receipts Tax Bonds (Little Rock Convention Center Refunding), Series 1986 (the "1986 Bonds "), under the authority of Ordinance No. 15,139 of the City duly adopted and passed July 29, 1986, as amended by Ordinance No. 15,154 of the City duly adopted and passed August 13, 1986, and approved by the qualified electors of the City at a special election held July 1, 1986; and WHEREAS, the City issued its Hotel and Restaurant Gross Receipt Tax Refunding Bonds, Series 1993 (the 1993 Bonds "), for the purpose of refunding the 1986 Bonds pursuant to a Trust Indenture, dated as of August I, 1993 (the "Original Indenture ") by and between the City and First Commercial Trust Company, National Association, predecessor of Regions Bank, as Trustee (the "Trustee"): and WHEREAS, the Commission has recommended to the Board of Directors of the City, and the Board of Directors has determined, that in order to achieve debt service savings it is in the best interest of the City to refund the outstanding 1993 Bonds maturing in the years 2004 through 2006, inclusive (the "Bonds Refunded "); and WHEREAS, the City is authorized under the Act to issue and sell bonds for the purpose of refunding the Bonds Refunded; and WHEREAS, to secure funds necessary (together with a portion of the moneys in the bond fund established and maintained for the 1993 Bonds) to refund the Bonds Refunded and to finance the costs incidental to the issuance of bonds for this purpose, the City has determined to issue refunding bonds in an aggregate principal amount of not to exceed $3,730,000 (the "Series 2003 Bonds "); and WHEREAS, the City has determined to issue the Series 2003 Bonds under and pursuant to a First Supplemental Trust Indenture to be dated as of July 1, 2003 (the "First Supplemental Indenture ") by and= between the City and the "."R., Trustee, a form of which has been presented to and is before this meeting (the Original Indenture, as supplemented by the First Supplemental Indenture, is referred to as the "Indenture "); and N�• NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, AFkansa "s,tb anp_;�. SECTION I. The refunding of the Bonds Refunded shall be accomplished. The Mayor and City ?Cle�k°�a�e,X'� hereby authorized to take or cause to be taken all action necessary to accomplish the refunding and;to ezenit all. ' required contracts and documents including without limitation an Escrow Deposit Agreement pr 1 dirig for'iFie�;F . defeasance of the Bonds Refunded, and for their redemption on August 1.2003. .'3�' • -. ', �` SECTION 2. Under the authority of the Constitution and laws of the State of Arkansas, including particuI rl3 " ° the Act. City of Little Rock, Arkansas Hotel and Restaurant Gross Receipt Tax Refunding Bonds, Series 2003, are 0 • hereby authorized in the aggregate principal amount of not to exceed $3,730,000, the proceeds of the sale of which are necessary to provide sufficient funds, together with other funds available, to pay the cost of accomplishing the refunding of the Bonds Refunded and of issuing the Series 2003 Bonds. The Series 2003 Bonds shall be sold to Morgan Keegan & Company, Inc. (the "Purchaser ") at a price of 98.957% of the principal amount thereof pursuant to the terms and conditions of a Bond Purchase Agreement (the "Bond Purchase Agreement ") in substantially the form exhibited at this meeting upon the terms and conditions set forth therein and to be set forth in the Resolution authorized in Section 6 hereof. The Mayor is hereby authorized to execute the Bond Purchase Agreement on behalf of the City, an executed copy of which shall be filed with the permanent records of the City. SECTION 3. The Series 2003 Bonds shall be issued in the aggregate principal amount (not to exceed $3,730,000), sold at the reoffering prices (not to exceed 101.5% of par), bear interest payable semiannually on February I and August I of each year, commencing February I, 2004, at the rates (not to exceed 2.00% per annum), and mature on August 1 of the years 2004 through 2006, inclusive, in the amounts, all as shall be set forth in the Resolution authorized in Section 6 hereof. SECTION 4. The preparation of a Preliminary Official Statement describing the City, the Commission, the Convention Facilities, the Series 2003 Bonds, and the Indenture, and setting forth such other information as may be determined to be necessary or desirable, and the distribution of the Preliminary Official Statement to prospective purchasers of the Bonds are hereby approved. The Mayor is hereby authorized and directed to cause the Preliminary Official Statement to be delivered for and in the name of the City, with such provisions therein as shall be approved by the Mayor, who is authorized to execute and deliver to the Purchaser a certificate to the effect that the Preliminary Official Statement is deemed final for the purposes of Securities and Exchange Commission Rule 15c2 -12. SECTION 5. To prescribe the terms and conditions upon which the Series 2003 Bonds are to be executed, authenticated, issued, accepted, held, and secured, the Mayor is hereby authorized and directed to execute and acknowledge the First Supplemental Indenture, and the City Clerk is hereby authorized and directed to execute and acknowledge the First Supplemental Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the First Supplemental Indenture to be accepted, executed, and acknowledged by the Trustee. The First Supplemental Indenture is hereby approved in substantially the form submitted to this meeting, as supplemented by the Resolution authorized in Section 6 hereof, including, without limitation, the provisions of the Indenture pertaining to the maintenance of the City's Hotel and Restaurant Gross Receipts Tax at the rate of not less than 2 %, the operation of the Convention Facilities, the deposit and handling of receipts from the City's Hotel and Restaurant Gross Receipts Tax, and the terms of the Series 2003 Bonds. The Mayor is hereby authorized to confer with the Trustee, Rose Law Firm, a Professional Association, Bond Counsel, the Purchaser, and others in order to complete the First Supplemental Indenture and to execute and deliver the same on behalf of the City in substantially the form presented to this meeting, as supplemented by the Resolution authorized in Section 6 hereof, with such changes as shall be approved by him, his execution to constitute conclusive evidence of such approval. SECTION 6. The City shall, by resolution supplemental hereto, to be adopted by the Board of Directors of the City prior to the issuance of the Series 2003 Bonds, establish the principal amount to be issued, annual principal maturities, interest rates, and reoffering prices of the Series 2003 Bonds. SECTION 7. The Mayor and the City Clerk are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the Bond Purchase Agreement, the First Supplemental Indenture, the Escrow Deposit Agreement, a Tax Regulatory Agreement providing for the exclusion of interest on the Bonds from federal income taxation, and a Continuing Disclosure Agreement and the performance of all obligations of the City under each such agreement, the issuance, execution, sale, and delivery of the Series 2003 Bonds, the distribution of the Preliminary Official Statement, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred hereby. SECTION 8. The City Clerk is hereby authorized and directed to file in the office of the City Clerk, as a part of the minutes of the meeting at which this Ordinance is adopted for inspection by any interested person, a copy of the Bond Purchase Agreement, the First Supplemental Indenture, and the Preliminary Official Statement in the forms presented to the Board of Directors at this meeting. 0 SECTION 9. The powers and authority of the Commission under the Act and prior ordinances of the City and all actions of the Commission taken or be taken thereunder with respect to the Series 2003 Bonds are hereby ratified, confirmed, and continued. SECTION 10. This Ordinance shall not create any right of any kind and no right of any kind shall arise hereunder or pursuant hereto until the Series 2003 Bonds authorized by this Ordinance shall be issued and delivered. SECTION 11. The provisions of this Ordinance are hereby declared to be separable and if any provision shall for any reason be held illegal or invalid, such holding shall not affect the validity of the remainder of this Ordinance. SECTION 12. All ordinances and pan of ordinances in conflict herewith are hereby repealed to the extent of such conflict. SECTION 12. It is hereby ascertained and declared that the refunding must be accomplished as soon as possible in order to lower the interest cost on obligations payable from receipts of the Hotel and Restaurant Gross Receipts Tax with the resulting savings being available for the City to operate and make improvements to the Convention Facilities adequate for the needs of the City and its inhabitants, without which the life, health, safety, and welfare thereof are jeopardized, and that the refunding can be accomplished only by the issuance of the Series 2003 Bonds. It is, therefore, declared that an emergency exists and this Ordinance being necessary for the immediate preservation of the public peace, health, and safety shall take effect and be enforced from and after its passage. Adopted June 17, 2003 In APPROVED �^•. Mayor Jim Dailey ATTEST: / City CI pfk Nancy D. Wood (SEAL) 0 eez V4 » \ \