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Home My WebLink About201191 ORDINANCE NO. 20,119 2 3 AN ORDINANCE TO PROVIDE FOR THE ISSUANCE AND SALE OF CAPITAL 4 IMPROVEMENT CONSTRUCTION AND REFUNDING REVENUE BONDS FOR 5 THE PURPOSE OF FUNDING THE ACQUISITION, CONSTRUCTION AND 6 EQUIPPING OF ZOO, PARK AND RECREATIONAL IMPROVEMENTS IN THE 7 CITY OF LITTLE ROCK, ARKANSAS; FOR THE PURPOSE OF REFUNDING 8 OUTSTANDING CAPITAL IMPROVEMENT REVENUE BONDS (PARKS AND 9 RECREATION PROJECTS) SERIES 1998A; PLEDGING REVENUES 10 SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; 11 AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER TRUST 12 INDENTURE AND SUPPLEMENTAL TRUST INDENTURES; AUTHORIZE THE 13 ACCOMPLISHMENT OF THE ZOO, PARKS AND RECREATION PROJECTS; 14 APPROVE AN OFFICIAL STATEMENT; PRESCRIBE OTHER MATTERS 15 RELATING THERETO; AND DECLARE AN EMERGENCY. 16 17 WHEREAS, the City has previously determined the need to acquire, construct, equip, renovate, 18 expand, and refurbish various zoo, parks and recreational facilities of the City described hereinafter; and 19 WHEREAS, the City has further determined that it is advantageous to refund the City's outstanding 20 Capital Improvement Revenue Bonds (Parks and Recreation Projects) Series 1998A (the "Bonds 21 Refunded "), to achieve interest cost savings and for other beneficial purposes; and 22 WHEREAS, the City intends to fund a portion of the following projects with the proceeds of the Series 23 2009A Bonds: 24 (1) Construction of the Laura P. Nichols Penguin Pointe exhibit, the Laura P. Nichols Cheetah 25 habitat and other improvements at the Little Rock Zoo; 26 (2) Construction and equipping of park upgrades in War Memorial Park; 27 (3) Renovation and restoration of tennis facilities at Rebsamen Tennis Center Complex; 28 (4) Acquisition, construction and equipping of athletic fields and open space outside the City to 29 be known as the "Natural Steps Athletic Fields;" 30 (5) Restoration of the "LaPetite Roche" (Little Rock) monument in Riverfront Park; 31 (6) Acquisition of Western Hills Golf Course; 32 (7) Construction and equipping of playgrounds at Otter Creek and the Southwest Community 33 Center; 34 (8) Construction and equipping of a dog park near the new Animal Village; [PAGE 1 OF 8] 1 (9) Construction of new bathrooms at Crump Park; 2 (10) Acquisition, construction and equipping of the West Central Ball Complex; 3 (11) Reconstruct Ottenheimer Community Center; 4 (12) Neighborhood Parks Capital Improvements; 5 (13) MacArthur Park Capital Improvements; and 6 (14) Such other projects as may be approved by the Board of Directors from time to time. 7 (collectively, the "Project" or "Projects "); and 8 WHEREAS, the estimated costs of the Projects, refunding the Bonds Refunded, including funding of a 9 debt service reserve account, funding of an operation and maintenance reserve account, and paying the costs 10 of issuing the Bonds to be paid from proceeds of the Bonds, together with other funds of the City, will not 11 exceed $21,515,283.84; and 12 WHEREAS, the City will pledge the fees derived from the zoo, parks and recreational facilities owned 13 and operated by the City more specifically defined hereinafter to secure the payment of the principal of and 14 interest on the Bonds; and 15 WHEREAS, in order to serve and fulfill the purposes for which it has been created and to provide 16 funds for the financing of the Projects and to refund the Bonds Refunded, the City desires to adopt this 17 Ordinance authorizing the issuance and sale of the City of Little Rock, Arkansas Capital Improvement 18 Construction Revenue Bonds (Zoo, Parks and Recreation Projects) Series 2009A (the "Series 2009A 19 Bonds ") in the aggregate principal amount of $19,950,000 and the City of Little Rock, Arkansas Capital 20 Improvement Refunding Revenue Bonds, (Zoo, Parks and Recreation Projects) Series 2009B (the "Series 21 2009B Bonds," and together with the Series 2009A Bonds, the "Bonds "), and other matters pertaining 22 thereto. 23 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY 24 OF LITTLE ROCK, ARKANSAS: 25 Section 1. The Projects and the refunding of the Bonds Refunded shall be accomplished. The Mayor, 26 City Clerk, and Director of Finance and Treasurer are hereby authorized to take or cause to be taken all 27 action necessary to accomplish the acquisition, construction and equipping of the Projects, the refunding of 28 the Bonds Refunded, and to execute all required documents. 29 Section 2. Under the authority of the Constitution and laws of the State of Arkansas, including 30 particularly Amendment No. 65 to the Constitution of the State of Arkansas, and Arkansas Code Annotated 31 § §14- 164 -401, et seq. (Act 976 of the Acts of Arkansas of 1985), the City of Little Rock, Arkansas Capitol 32 Improvement Construction Revenue Bonds (Zoo, Parks and Recreation Projects), Series 2009A are hereby 33 authorized and ordered issued in the total aggregate principal amount of $7,830,000, for the term, the 34 maturities, and at the interest rates set forth in Exhibit "A" attached hereto and incorporated herein by this [PAGE 2 OF 8] I reference. The Series 2009A Bonds shall not be general obligations of the City, but shall be special 2 obligations payable solely from the fees derived from the operation of the zoo, parks and recreation facilities 3 owned or operated by the City (specifically, including, but not limited to, amounts deposited by the City into 4 the Enterprise Funds for the recreational services, River Market, zoo, golf, Jim Dailey Fitness and Aquatic 5 Center and concessions programs of the City) and any other fees, moneys, funds and amounts, more 6 specifically identified in the Trust Indenture (identified hereinafter), pledged by the City to such purpose 7 (collectively, the "Revenues "). Revenues not needed to pay debt service on the Series 2009A Bonds or 8 other Bonds, may be released from the lien of the Trust Indenture and used by the City for any lawful 9 purpose, at the time and in the manner provided for in the Trust Indenture. Furthermore the City has 10 covenanted in the Trust Indenture to appropriate sufficient funds to insure the efficient operations and 11 maintenance of the zoo, parks and recreational facilities of the City and does hereby affirm such covenant 12 for purposes of this Ordinance. The City hereby pledges the Revenues and to secure payment of the Series 13 2009A Bonds. The Series 2009A Bonds are issued on a parity of security with the Series 2009B Bonds. 14 Section 3. Under the authority of the Constitution and laws of the State of Arkansas, including 15 particularly Amendment No. 65 to the Constitution of the State of Arkansas, and Arkansas Code Annotated 16 § §14- 164 -401, et seq. (Act 976 of the Acts of Arkansas of 1985), the City of Little Rock, Arkansas Capitol 17 Improvement Refunding Revenue Bonds (Zoo, Parks and Recreation Projects), Series 2009B are hereby 18 authorized and ordered issued in the total aggregate principal amount of $12,120,000, for the term, the 19 maturities, and at the interest rates set forth in Exhibit "B" attached hereto and incorporated herein by this 20 reference. The Series 2009B Bonds shall not be general obligations of the City, but shall be special 21 obligations payable solely from the fees derived from the operation of the zoo, parks and recreation facilities 22 owned or operated by the City (specifically, including, but not limited to, amounts deposited by the City into 23 the Enterprise Funds for the recreational services, River Market, zoo, golf, Jim Dailey Fitness Center and 24 concessions programs of the City) and any other fees, moneys, funds and amounts, more specifically 25 identified in the Trust Indenture (identified hereinafter), pledged by the City to such purpose (collectively, 26 the "Revenues "). Revenues not needed to pay debt service on the Series 2009B Bonds or other Bonds, may 27 be released from the lien of the Trust Indenture and used by the City for any lawful purpose, at the time and 28 in the manner provided for in the Trust Indenture. Furthermore the City has covenanted in the Trust 29 Indenture to appropriate sufficient funds to insure the efficient operations and maintenance of the zoo, parks 30 and recreational facilities of the City and does hereby affirm such covenant for purposes of this Ordinance. 31 The City hereby pledges the Revenues and to secure payment of the Series 2009B Bonds. The Series 32 2009B Bonds are issued on a parity of security with the Series 2009A Bonds. 33 Section 4. In order to pay the principal of and interest on the Bonds as they mature and are called for 34 redemption prior to maturity, together with fees and costs incidental thereto, there are hereby appropriated [PAGE 3 OF 8] 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 out of the Revenues the sums necessary to pay the same in accordance with the schedules of principal and interest attached hereto as Exhibit "A" and Exhibit `B," respectively, and made a part hereof. Section 5. The proceeds of the Bonds, together with investment earnings thereon, shall be used (i) to finance the Projects; (ii) to refund the Bonds Refunded, (iii) to fund a Debt Service Reserve, (iv) to fund an Operation and Maintenance Reserve, and (v) to pay the costs of issuance of the Bonds. The Bonds, will mature, bear interest and be subject to redemption in accordance with the provisions of the Series 2009A Supplemental Trust Indenture and the Series 2009B Supplemental Trust Indenture, respectively (identified hereinafter). Section 6. All actions heretofore taken by the Mayor, City Clerk, and Director of Finance and Treasurer in connection with the offering of the Bonds, including the preparation and distribution of the Preliminary Official Statement, preparation of the Official Statement, preparation of this Ordinance (the "Authorizing Ordinance ") and execution and delivery of a Bond Purchase Agreement dated as of June 16, 2009, in the form presented to and before this meeting, are hereby in all respects ratified and approved. The Official Statement is deemed a final Official Statement for purposes of the Securities and Exchange Commission Rule 15(c) 2 -12. The Official Statement of the City in the form presented at this meeting with such changes, omissions, insertions and revisions as the Mayor, City Clerk, and Director of Finance and Treasurer shall deem advisable is hereby authorized and approved, and the Mayor shall sign and deliver such final Official Statement to the Underwriter for distribution to the owners of the bonds and other interested persons. Section 7. The appointment of Bank of the Ozarks ( "Trustee ") as Trustee for the Bonds is hereby approved. Section 8. To prescribe the terms and conditions upon which the Bonds are to be executed, accepted, held and secured, the Mayor is hereby authorized and directed to execute a Master Trust Indenture (the "Master Trust Indenture "), by and between the City and the Trustee, and the City Clerk is authorized and directed to acknowledge the Master Trust Indenture and affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the Master Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Master Trust Indenture is hereby approved in substantially the form submitted to the meeting, with such changes, omissions, insertions and revisions as the Mayor, City Clerk and Director of Finance and Treasurer shall deem admissible, the execution and delivery by the Mayor and the City Clerk of such Master Trust Indenture to constitute conclusive evidence of the City's acceptance and approval thereof. Section 9. To prescribe the terms and conditions upon which the Series 2009A Bonds are to be executed, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Series 2009A Supplemental Trust Indenture between the City and the Trustee, and the City [PAGE 4 OF 8] 1 Clerk is hereby authorized and directed to execute and acknowledge the Series 2009A Supplemental Trust 2 Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and 3 directed to cause the Series 2009A Supplemental Trust Indenture to be accepted, executed and 4 acknowledged by the Trustee. The Series 2009A Supplemental Trust Indenture is hereby approved in 5 substantially the form submitted to this meeting with such changes as shall be approved by such persons 6 executing the document, their execution to constitute conclusive evidence of such approval. The Series 7 2009A Supplemental Trust Indenture is approved pursuant to and in accordance with the provisions of the 8 Master Trust Indenture, authorized hereinabove. 9 Section 10. To prescribe the terms and conditions upon which the Series 2009B Bonds are to be 10 executed, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and 11 acknowledge a Series 2009B Supplemental Trust Indenture between the City and the Trustee, and the City 12 Clerk is hereby authorized and directed to execute and acknowledge the Series 2009B Supplemental Trust 13 Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and 14 directed to cause the Series 2009B Supplemental Trust Indenture to be accepted, executed and 15 acknowledged by the Trustee. The Series 2009B Supplemental Trust Indenture is hereby approved in 16 substantially the form submitted to this meeting with such changes as shall be approved by such persons 17 executing the document, their execution to constitute conclusive evidence of such approval. The Series 18 2009B Supplemental Trust Indenture is approved pursuant to and in accordance with the provisions of the 19 Master Trust Indenture, authorized hereinabove (the "Trust Indenture" and, together with the Series 2009A 20 Supplemental Trust Indenture and the Series 2009B Supplemental Trust Indenture, the "Indenture "). 21 Section 11. The Mayor, the City Clerk, and the City Director of Finance and Treasurer, for and on 22 behalf of the City, are authorized and directed to do any and all things necessary to effect the execution and 23 delivery of the Indenture, the performance of all obligations of the City under the Indenture, the issuance, 24 execution, sale and delivery of the Bonds, and the performance of all acts of whatever nature necessary to 25 effect and carry out the authority conferred by this Ordinance. The Mayor, City Clerk, the City Director of 26 Finance and Treasurer, are further authorized and directed, for and on behalf of the City, to execute all 27 papers, documents, certificates and other instruments that may be required for the carrying out of such 28 authority or to evidence the exercise thereof. 29 Section 12. The appointments of Wright, Lindsey & Jennings LLP as Bond Counsel and of Stephens 30 Inc. as Underwriter, respectively, are hereby approved and ratified. 31 Section 13. Emergency. It is hereby found and declared that an immediate need exists for the 32 accomplishment of the Projects and to achieve interest cost savings and other benefits by refunding the 33 Bonds Refunded in order to achieve the most cost effective financing for the City's zoo, parks and 34 recreational facilities. It is, therefore, declared that an emergency exists. This Ordinance, being necessary [PAGE 5 OF 8] 1 for the immediate preservation of the public peace, health and safety, shall take effect and be in force from 2 and after its passage. 3 PASSED: June 16, 2009 4 ATTEST: APPROVE W. 5 5 4i" 6 C7 'V4� .- 7 Susan gle , Acting City Clerk Mark Stodola, Mayor 8 9 APPROVED AS TO FORM: 10 i 11 12 Thomas M. Carpente ity Attorney 13 // 14 // 15 // 16 // 17 // 18 // 19 // 20 // 21 22 23 // 24 // 25 // 26 27 // 28 29 // 30 31 32 33 // 34 // 35 // [PAGE 6 OF 8] Maturity (Jan. 1) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2034* 2039* EXHIBIT A Series 2009A Bonds Principal Amount $ 315,000 130,000 130,000 135,000 140,000 140,000 150,000 150,000 155,000 165,000 170,000 180,000 185,000 200,000 210,000 215,000 230,000 235,000 250,000 265,000 1,545,000 2,535,000 *Tenn Bond, subject to mandatory sinking fund redemption Interest Rates 2.000% 2.125 2.600 2.900 3.125 3.300 3.500 3.750 4.000 4.125 4.350 4.375 4.600 4.750 5.000 5.000 5.100 5.200 5.300 5.375 5.500 5.500 Maturity (Jan. 1) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2034* 2039* EXHIBIT "B" Series 2009B Bonds Principal Amount $ 145,000 205,000 210,000 215,000 220,000 230,000 235,000 245,000 255,000 265,000 275,000 285,000 300,000 310,000 325,000 345,000 360,000 380,000 400,000 420,000 2,470,000 4,025,000 *Term Bond, subject to mandatory sinking fund redemption. Interest Rates 2.000 % 2.125 2.600 2.900 3.125 3.300 3.500 3.750 4.000 4.125 4.350 4.375 4.600 4.750 5.000 5.000 5.100 5.200 5.300 5.375 5.500 5.500