HomeMy WebLinkAbout207112013025677 Received: 4/5/2013 3:09:40 PM
Recorded: 04/05/2013 03:16:54 PM Filed &
Recorded in Official Records of Larry Crane.
PULASKI COUNTY CIRCUIT /COUNTY CLERK
1 ORDINANCE NO. 20,71 tees $80.00
2
3 AN ORDINANCE TO AUTHORIZE THE CONSTRUCTION OF
4 BETTERMENTS AND IMPROVEMENTS TO THE SEWER SYSTEM OF
5 THE CITY OF LITTLE ROCK, ARKANSAS; TO AUTHORIZE THE
6 ISSUANCE OF A SEWER REVENUE BOND, SERIES 2013 FOR THE
7 PURPOSE OF FINANCING THE COST THEREOF; TO PROVIDE FOR
8 THE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE BOND;
9 AND FOR OTHER PURPOSES.
10
11 WHEREAS, the City of Little Rock, Arkansas (the "City") owns a sewer system (the "System "),
12 which is operated by the Sewer Committee of the City (the "Committee "); and,
13 WHEREAS, the Committee has determined that betterments and improvements to the System (the
14 "Improvements ") are necessary in order to improve handling of wet weather flows and the quality of
15 sanitary sewer service in the City; and,
16 WHEREAS, the Committee has caused to be prepared by the engineering staff of the Little Rock
17 Wastewater Utility a preliminary report containing a general description and estimates of cost for the
18 Improvements that have been examined and approved by the Committee and the Board of Directors and a
19 copy of which report is on file in the office of the City Clerk and the Chief Executive Officer of the
20 System (the "CEO ") where it may be inspected by any interested person; and,
21 WHEREAS, the City does not have available funds to pay the estimated costs of the Improvements,
22 including bond issuance costs, contingencies and interest during construction, but can obtain the same by
23 the issuance of a sewer revenue bond; and,
24 WHEREAS, the City is making arrangements for the sale of a $36,000,000 principal amount bond to
25 the Arkansas Development Finance Authority, as purchaser (the "Bondholder "), at a price of par for a
26 bond bearing interest at the rate of 1.25% per annum pursuant to a Bond Purchase Agreement (the
27 "Agreement ") among the City, the Bondholder and the Arkansas Natural Resources Commission (the
28 "Commission "), which has been presented to and is before this meeting; and,
29 WHEREAS, the City is authorized under Amendment No. 65 to the Arkansas Constitution and Title
30 14, Chapter 235, Subchapter 2 of the Arkansas Code of 1987 Annotated (the "Authorizing Legislation "),
31 to issue and sell the bond; and, 0,%%%I
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32 WHEREAS, the City has outstanding (a) its Sewer Revenue Bond, Series 1990 (the"',,
33 Bond "), authorized by Ordinance No. 15,966, adopted November 20, 1990 (the 111990 Ordipan� G
7"W �-
[Page 1 of 141
CO„tINT1,
1 Sewer Revenue Bond, Series 1991 (the "Series 1991 Bond "), authorized by Ordinance No. 16,030,
2 adopted April 2, 1991 (the "1 991 Ordinance "); (c) its Sewer Revenue Bond, Series 1 996 (the "Series
3 1996 Bond "), authorized by Ordinance No. 17,097, adopted January 16, 1996 (the "1996 Ordinance "); (d)
4 its Sewer Revenue Bond, Series 1999 (the "Series 1999 Bond "), authorized by Ordinance No. 18,067,
5 adopted July 20, 1999 (the "1999 Ordinance "); (e) its Sewer Revenue Bond, Series 2004A (the "Series
6 2004A Bond "), authorized by Ordinance No. 19,006, adopted December 16,2003 (the "2004A
7 Ordinance "); (f) its Sewer Revenue Bond, Series 2004B (the "Series 2004B Bond "), authorized by
8 Ordinance 19,007, adopted December 16, 2003 (the "2004B Ordinance "); (g) its Sewer Revenue Bond,
9 Series 2004C (the "Series 2004C Bond "), authorized by Ordinance No. 19,229, adopted November 1,
10 2004 (the "2004C Ordinance "); (h) its Sewer Refunding and Construction Revenue Bonds, Series 2005
11 (the "Series 2005 Bonds "), authorized by Ordinance 19,307, adopted April 19,2005 (the "2005
12 Ordinance "); (i) its Sewer Construction Revenue Bonds, Series 2007A (the "Series 2007A Bonds ")
13 authorized by Ordinance No. 19,746, adopted May 15, 2007 (the "2007A Ordinance "); 0) its Sewer
14 Revenue Bond, Series 2007B (the "Series 2007B Bond "), authorized by Ordinance No. 19,769, adopted
15 June 19,2007 (the "2007B Ordinance "); (k) its Sewer Construction Revenue Bonds, Series 2007C (the
16 "Series 2007C Bonds ") authorized by Ordinance No. 19,814, adopted September 18, 2007 (the "2007C
17 Ordinance "); (l) its Sewer Revenue Bonds, Series 2008 (the "Series 2008 Bonds "), authorized by
18 Ordinance No. 20,046, adopted November 18, 2008; (m) its Sewer Revenue Bond, Series 2009A (the
19 "Series 2009A Bond "), authorized by Ordinance No. 20,074, adopted March 10, 2009 (the "2009A
20 Ordinance "); (n) its Sewer Revenue Bonds, Series 2009B (the "Series 2009B Bonds ") authorized by
21 Ordinance No. 20,186, adopted November 3, 2009 (the "2009B Ordinance "); (o) its Sewer Refunding
22 Revenue Bonds, Series 2011 (the "Series 2011 Bonds ") authorized by Ordinance No. 20,440, adopted
23 June 7, 2011 (the "2011 Ordinance "); and (p) its Sewer Revenue Bonds, Series 2012 (the "Series 2012
24 Bonds ") authorized by Ordinance No. 20,604, adopted July 17, 2012 (the "2012 Ordinance "); and,
25 WHEREAS, the Bondholder proposes to pledge the bond as collateral for the payment of its
26 revolving loan fund revenue bonds (the "ADFA Bonds ") pursuant to its general bond resolution, as
27 amended or supplemented from time to time, to the bank or trust company to be named as trustee
28 thereunder (the "ADFA Trustee "); and,
29 WHEREAS, the City is required to pay to the Arkansas Development Finance Authority, as servicer
30 (the "Authority "), a financing fee equal to 1% per annum of the outstanding principal amount of the bond
31 (the "Financing Fee ");
32 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY
33 OF LITTLE ROCK, ARKANSAS:
[Page 2 of 141
1 Section 1. The Improvements shall be accomplished. The accomplishment of the Improvements
2 shall be under the control and supervision of, and all details in connection therewith shall be handled by,
3 the Committee, and the Committee shall make all contracts and agreements necessary or incidental to the
4 performance of its duties and the execution of its powers. The Committee shall let all construction
5 contracts pursuant to and in accordance with existing laws and shall require such performance bonds and
6 insurance from the contractors as, in the judgment of the Committee, will fully insure the completion of
7 the Improvements in accordance with the plans and specifications therefor.
8 Section 2. The sale to the Bondholder of up to $36,000,000 in principal amount of a bond from the
9 City at a price of par for a bond bearing interest at the rate of 1.25% per annum and otherwise subject to
10 the terms and provisions hereafter in this Ordinance set forth in detail be, and is hereby approved and the
11 bond is hereby sold to the Bondholder. The Mayor is hereby authorized and directed to execute and
12 deliver the Agreement on behalf of the City and to take all action required on the part of the City to fulfill
13 its obligations under the Agreement. The Agreement is hereby approved in substantially the form
14 submitted to this meeting with such changes as may be approved by the Mayor, his execution to
15 constitute complete evidence of such approval.
16 Section 3. The Board of Directors hereby finds and declares that the period of usefulness of the
17 Improvements will be more than twenty -five (25) years, which is longer than the term of the bond.
18 Section 4. Under the authority of the Constitution and laws of the State of Arkansas (the "State "),
19 including particularly the Authorizing Legislation, City of Little Rock, Arkansas Sewer Revenue Bond,
20 Series 2013 (the "bond ") is hereby authorized and ordered issued in the principal amount of $36,000,000,
21 the proceeds of the sale of which are necessary to provide sufficient funds for accomplishing the
22 Improvements, paying expenses incidental thereto and expenses of issuing the bond, and funding interest
23 during construction.
24 The bond shall bear interest at the rate of 1.25% per annum based upon a 360 -day year of twelve
25 consecutive 30 -day months. The bond shall be dated the date of delivery to the Bondholder. Interest
26 shall be payable on October 15, 2013, and on each April 15 and October 15 thereafter. Principal shall be
27 payable in installments on April 15, 2017, and each October 15 and April 15 thereafter until the unpaid
28 principal is paid in full as follows:
29
Date Amount Date Amount
04/15/17
$717,606
04/15/27
$897,546
10/15/17
725,679
1 0/15/27
907,643
04/15/18
733,843
04/15/28
917,854
10/15/18
742,099
10/15/28
928,181
04/15/19
750,447
04/15/29
938,622
[Page 3 of 141
10/15/19
758,889
10/15/29
949,182
04/15/20
767,428
04/15/30
959,860
10/15/20
776,061
10/15/30
970,659
04/15/21
784,791
04/15/31
981,578
10/15/21
793,620
10/15/31
992,621
04/15/22
802,548
04/15/32
1,003,788
10/15/22
811,577
10/15/32
1,015,081
04/15/23
820,708
04/15/33
1,026,500
10/15/23
829,940
10/15/33
1,038,049
04/15/24
839,277
04/15/34
1,049,726
10/15/24
848,720
10/15/34
1,061,536
04/15/25
858,267
04/15/35
1,073,478
10/15/25
867,922
10/15/35
1,085,555
04/15/26
877,687
04/15/36
1,097,768
10/15/26
887,561
10/15/36
1,110,103
1
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3 The bond will be registered
as to both principal
and interest, payable to the Bondholder, or registered
4 assigns, as set forth hereinafter in the bond form,
and shall be numbered R -1.
5 Payment of principal and interest shall be by check or draft mailed to the Bondholder at its address
6 shown on the bond registration books of the City which shall be maintained by the City Clerk as Bond
7 Registrar, without presentation or surrender of the bond (except upon final payment) and such payments
8 shall discharge the obligation of the City to the extent thereof. The City Clerk shall keep a payment
9 record and make proper notations thereon of all payments of principal and interest.
10 Payment of principal and interest shall be in any coin or currency of the United States of America
11 which, as at the time of payment, shall be legal tender for the payment of debts due the United States of
12 America. When the principal of and interest on the bond have been fully paid, it shall be canceled and
13 delivered to the City Clerk.
14 Section 5. The bond shall be executed on behalf of the City by the Mayor and City Clerk and shall
15 have impressed thereon the seal of the City. The bond is not a general obligation of the City but is a
16 special obligation, the principal of and interest on which, and Financing Fee in connection therewith, are
17 secured by a pledge of and are payable from revenues derived from the System ( "Revenues "). The pledge
18 of Revenues is subordinate to the pledge in favor of the Series 1990 Bond, the Series 1991 Bond, the
19 Series 1996 Bond, the Series 1999 Bond, the Series 2004A Bond, the Series 2004B Bond, the Series
20 2004C Bond, the Series 2005 Bonds, the Series 2007A Bonds, the Series 2007B Bond, the Series 2007C
21 Bonds, the Series 2008 Bonds the Series 2009A Bond, the Series 2009B Bonds, the Series 2011 Bonds
22 and the Series 2012 Bonds (collectively, the "Prior Bonds "). The bond and interest thereon shall not
23 constitute an indebtedness of the City within any constitutional or statutory limitation.
24 Section 6. The bond shall be in substantially the following form and the Mayor and City Clerk are
25 hereby authorized and directed to make all the recitals contained therein:
[Page 4 of 141
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(form of bond)
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF PULASKI
CITY OF LITTLE ROCK
1.25% SEWER REVENUE BOND, SERIES 2013
No. R -1
KNOW ALL MEN BY THESE PRESENTS:
$36,000,000
That the City of Little Rock, Pulaski County, Arkansas (the "City "), for value received,
hereby acknowledges itself to owe and promises to pay to the Arkansas Development Finance Authority,
or registered assigns, solely from the special fund provided as hereinafter set forth, the principal sum of
THIRTY SIX MILLION DOLLARS
(or the total principal amount outstanding as reflected
by the Record of Payment of Advances attached hereto)
with interest on the unpaid balance of the total principal amount at the rate of 1.25% per annum from the
date of each advance. The principal and interest shall be payable in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the payment of debts due the United
States of America.
Interest on the unpaid balance of the total principal amount shall be payable on October
15, 2013, and on each April 15 and October 15 thereafter. Principal shall be payable in installments on
April 15, 2017, and on each April 15 and October 15 thereafter until the unpaid principal is paid as
follows:
Date
Amount
(There will be inserted the schedule set forth in Section 4 of this
Ordinance.)
Payments of the principal and interest installments due hereon shall be made, except for
final payment, without presentation and surrender of this bond, directly to the registered owner at his
address shown on the bond registration book of the City maintained by the City Clerk as Bond Registrar,
and such payments shall fully discharge the obligation of the City to the extent of the payments so made.
This bond is issued for the purpose of providing financing of the costs of constructing
betterments and improvements to the sewer system of the City (the "System "), interest during
construction, and costs of authorizing and issuing this bond, and is issued pursuant to and in full
compliance with the Constitution and laws of the State of Arkansas (the "State "), including particularly
Title 14, Chapter 164, Subchapter 4 and Title 14, Chapter 235, Subchapter 2 of the Arkansas Code of
1987 Annotated, and pursuant to Ordinance No. of the City, duly adopted and approved on the
day of , 2013 (the "Authorizing Ordinance "). Reference is hereby made to the
Authorizing Ordinance for the details of the nature and extent of the security and of the rights and
obligations of the City and the registered owner of this bond.
(Page 5 of 141
1 This bond may be assigned with the written approval of the Arkansas Natural
2 Resources Commission (the "Commission "), and in order to effect such assignment the assignor shall
3 promptly notify the City Clerk by registered mail, and the assignee shall surrender this bond along with a
4 written approval of the Commission to the City Clerk for transfer on the registration records. Every
5 assignee shall take this bond subject to all payments and prepayments of principal and interest (as
6 reflected by the Payment Record maintained by the City Clerk), prior to such surrender for transfer.
7
8 This bond may be prepaid at the option of the City from funds from any source, in
9 whole but not in part, at any time on and after October 15, 2023, at a prepayment price equal to the
10 principal amount outstanding, plus accrued interest to the prepayment date. Notice shall be given of such
11 prepayment to the owner of this bond or registered assigns at least 90 days prior to the prepayment date.
12 Such notice shall be in writing mailed to the address of the owner of this bond or registered assigns at the
13 address as reflected on the bond registration books of the City Clerk.
14
15 This bond does not constitute an indebtedness of the City within any constitutional or
16 statutory limitation or provision, and the taxing power of the City is not pledged to the payment of the
17 principal of or interest on this bond. This bond is a special obligation payable solely from the net
18 revenues derived from the operation of the System. In this regard, the pledge of net System revenues is
19 subordinate to the pledge of System revenues to Sewer Revenue Bonds, Series 1990, 1991, 1996, 1999,
20 2004A, 2004B, 2004C, 2007B, 2008, 2009A, 2009B, and 2012, Sewer Refunding Revenue Bonds, Series
21 2011, Sewer Construction Revenue Bonds, Series 2007A and 2007C, and Sewer Refunding and
22 Construction Revenue Bonds, Series 2005, so long as any of such bonds are outstanding. A sufficient
23 amount of System revenues to pay principal and interest has been duty set aside and pledged as a special
24 fund for that purpose, identified as the "2013 ADFA Bond Fund," in the Authorizing Ordinance. The
25 City has fixed and has covenanted and agreed to maintain rates for use of the System which shall be
26 sufficient at all times to at least provide for the payment of the reasonable expenses of operation and
27 maintenance of the System, provide for the payment of the principal of and interest on all the outstanding
28 bonds to which System revenues are pledged as the same become due, to establish and maintain debt
29 service reserves and to provide a depreciation fund, all as set forth in the Authorizing Ordinance. This
30 bond is issued with the intent that the laws of the State shall govern its construction.
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IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions
and things required by the Constitution and statutes of the State to exist, happen and be performed
precedent to and in the issuance of this bond do exist, have happened and have been performed in regular
and due time, form and manner as required by law; that this bond does not exceed any constitutional or
statutory limitation of indebtedness; and that provision has been made for the payment of the principal of
and interest on this bond, as provided in the Authorizing Ordinance.
IN WITNESS WHEREOF, the City of Little Rock, Arkansas has caused this bond to be
executed in its name by its Mayor and City Clerk, thereunto duly authorized, and its corporate seal to be
affixed, all as of the day of , 2013.
CITY OF LITTLE ROCK, ARKANSAS
ATTEST: By
City Clerk
(SEAL)
[Page 6 of 141
Mayor
1 [A Registration Certificate and Record of Payment
2 of Advances shall be attached to the bond.]
3
4
5 Section 7. The City has heretofore fixed sewer rates by Ordinance No. 20,594, adopted on June 12,
6 2012. Reference is hereby made to such ordinance for the details thereof and other provisions pertaining
7 thereto, which sewer rates are hereby confirmed and continued as provided therein.
8 The City covenants and agrees that the rates established will produce gross Revenues at least
9 sufficient to pay monthly operation, maintenance and funded depreciation expenses of the System, pay
10 the principal of and interest on all outstanding bonds and notes to which Revenues are pledged
11 (collectively, "System Bonds "), as the same become due, pay the Financing Fees as the same become due,
12 and create and maintain any required debt service reserves ( "Required Payments "). The City covenants
13 always to maintain rates (including increases as necessary) which will provide for the Required Payments.
14 The rates in effect for sewer service at this time shall not be reduced without the prior written consent of
15 the Commission and the Bondholder.
16 None of the facilities or services afforded by the System shall be furnished without a charge being
17 made therefor. In the event that the City or any department, agency or instrumentality thereof shall avail
18 itself of the facilities and services afforded by the System, the reasonable value of the service or facilities
19 so afforded shall be charged against the City or such department, agency or instrumentality and shall be
20 paid for as the charges accrue. The revenues so received shall be deemed to be revenues derived from the
21 operation of the System and shall be used and accounted for in the same manner as the other revenues
22 derived from the operation of the System.
23 Section 8. All of the provisions of the 1990 Ordinance, the 1991 Ordinance, the 1996 Ordinance, the
24 1999 Ordinance, the 2004A Ordinance, the 2004B Ordinance, the 2004C Ordinance, the 2005 Ordinance,
25 the 2007A Ordinance, the 2007B Ordinance, the 2007C Ordinance, the 2008 Ordinance, the 2009A
26 Ordinance, the 2009B Ordinance, the 2011 Ordinance and the 2012 Ordinance (the "Prior Bond
27 Ordinances ") (including those incorporated therein by reference), as now in effect, and except those
28 provisions clearly inapplicable hereto, including, without limitation, the provisions pertaining to the
29 collection, the investment and the handling of Revenues and funds, to the operation, maintenance and care
30 of the System, and to the depreciation of the System, are hereby made applicable hereto and are
31 incorporated herein by reference as though fully set forth at this point. The effect of the above covenant
32 shall be to continue the applicable provisions in full force and effect even after the payment of the Prior
33 Bonds and until the bond is paid, or provision made therefor.
34 Section 9. The City covenants that it will continuously operate the System as a revenue - producing
35 undertaking and will not sell or lease the same, or any substantial portion thereof, without the prior
[Page 7 of 141
1 written approval of the Bondholder and the Commission; provided, however, that nothing herein shall be
2 construed to prohibit the City from making such dispositions of properties of the System and such
3 replacements and substitutions for properties of the System as shall be necessary or incidental to the
4 efficient operation of the System as a revenue - producing undertaking.
5 Section 10. (a) After making the required payments into the Sewer Operation and Maintenance Fund
6 being maintained in accordance with Ordinance No. 18,557, adopted September 4, 2001 (the "2001
7 Ordinance ") and into the bond funds for the Prior Bonds and any additional bonds having a priority on the
8 pledge of Revenues over the pledge in favor of the bond and after paying the financing and administrative
9 fees in connection with the Prior Bonds, there shall be paid from the Sewer Fund being maintained in
10 accordance with the 2001 Ordinance into an account of the City in a special fund to be created by the
11 Bondholder (the "2013 ADFA Bond Fund ") for the purpose of paying the principal of and interest on the
12 bond the amounts specified in (b) below.
13 (b) There shall be deposited from proceeds of the bond or, at the direction of the
14 Committee, from moneys in the Sewer Fund, into the 2013 ADFA Bond Fund on October 15, 2013, and
15 on each April 15 and October 15 thereafter until October 15, 2016, the interest due on the bond on such
16 dates. Commencing on the first business day of each month thereafter, there shall be deposited from
17 moneys in the Sewer Fund into the 2013 ADFA Bond Fund an amount equal to 1/6 of the amount of
18 interest on and principal of the bond next due.
19 (c) If Revenues are insufficient to make the required payment on or before the first
20 business day of the following month into the 2013 ADFA Bond Fund, then the amount of any such
21 deficiency in the payment made shall be added to the amount otherwise required to be paid into the 2013
22 ADFA Bond Fund on the first business day of the next month.
23 (d) When the moneys held in the 2013 ADFA Bond Fund which represent payments by
24 the City and interest earnings thereon or proceeds of investments therefrom (collectively, "City Funds ")
25 shall be and remain sufficient to pay in full the principal of and interest on the bond, the City shall not be
26 obligated to make any further payments into the 2013 ADFA Bond Fund.
27 (e) All moneys in the 2013 ADFA Bond Fund representing City Funds shall be used
28 solely for the purpose of paying the principal of and interest on the bond and the City shall automatically
29 receive a credit for the amount of such City Funds on hand in the 2013 ADFA Bond Fund and available
30 for the payment of any principal and interest currently due on an interest or principal payment date
31 irrespective of whether the Bondholder has applied or caused to be applied such funds on that date for
32 such purpose. The City shall receive a credit for all earnings and income derived from the investment of
33 the City Funds each April 15 and October 15 and such earnings and income shall be credited against the
34 next six monthly payments.
[Page 8 of 141
1. (f) The bond shall be specifically secured by a pledge of all Revenues required to be
2 placed into the 2013 ADFA Bond Fund. This pledge in favor of the bond is hereby irrevocably made
3 according to the terms of this Ordinance, and the City and its officers and employees shall execute,
4 perform and carry out the terms thereof in strict conformity with the provisions of this Ordinance.
5 Section 11. After making the payments into the 2013 ADFA Bond Fund required by Section 10
6 hereof, there shall be paid from the Sewer Fund the Financing Fee to the Authority. The Financing Fee
7 shall be payable on each date interest on the bond is due and shall be calculated on the same basis as
8 interest on the bond. The payment of the Financing Fee is expressly made subordinate to the payment of
9 the principal of and interest on the bond.
10 Section 12. The City shall assure that (1) not in excess of 10% of the proceeds of the bond is used for
11 Private Business Use if, in addition, the payment of more than 10% of the principal or 10% of the interest
12 due on the bond during the term thereof is, under the terms of the bond or any underlying arrangement,
13 directly or indirectly secured by any interest in property used or to be used for a Private Business Use or
14 in payments in respect of property used or to be used for a Private Business Use or is to be derived from
15 payments, whether or not to the City, in respect of property or borrowed moneys used or to be used for a
16 Private Business Use; and (2) that, in the event that both (A) in excess of 5% of the proceeds of the bond
17 are used for a Private Business Use, and (B) an amount in excess of 5% of the principal or 5% of the
18 interest due on the bond during the term thereof is, under the terms of the bond or any underlying
19 arrangement, directly or indirectly, secured by any interest in property used or to be used for said Private
20 Business Use or in payments in respect of property used or to be used for said Private Business Use or is
21 to be derived from payments, whether or not to the City, in respect of property or borrowed money used
22 or to be used for said Private Business Use, then said excess over said 5% of proceeds of the bond used
23 for a Private Business Use shall be used for a Private Business Use related to the governmental use of the
24 Improvements.
25 The City shall assure that not in excess of 5% of the proceeds of the bond are used, directly or
26 indirectly, to make or finance a loan to persons other than state or local governmental units.
27 As used in this Section, "Private Business Use" means use directly or indirectly in a trade or business
28 carried on by a natural person or in any activity carried on by a person other than a natural person,
29 excluding, however, use by a state or local governmental unit and use as a member of the general public.
30 Section 13. The principal and interest installments shall be prepayable prior to maturity as provided
31 in the bond form in Section 6 hereof.
32 Section 14. As long as the bond is outstanding, the City shall not issue or attempt to issue any bonds
33 having or claimed to be entitled to a priority of lien on Revenues over the lien securing the bond,
[Page 9 of 141
1 including any and all future extensions, betterments and improvements to the System except as provided
2 in this Section.
3 The City may issue additional revenue bonds having a priority on or on a parity with the lien on
4 Revenues in favor of the bond to finance or pay the cost of constructing betterments and improvements to
5 the System or to refund outstanding System Bonds, if there shall have been procured and filed with the
6 City Clerk and the Bondholder a statement by a certified public accountant not in the regular employ of
7 the City (the "Accountant ") reciting the opinion that (i) in the case of parity bonds either (A) the Net
8 Revenues (Net Revenues being gross Revenues less operation and maintenance expenses, but not
9 including depreciation) for the fiscal year preceding the year in which such additional bonds are to be
10 issued were not less than 110% of Total Annual Debt Service Requirements (Total Annual Debt Service
11 Requirements being the average annual debt service requirements (including principal, interest and
12 financing and administrative fees) on all outstanding System Bonds and the bonds then proposed to be
13 issued plus the average annual Financing Fee) or (B) the Net Revenues for the fiscal year succeeding the
14 year in which such additional bonds are to be issued are projected to be sufficient in amount, taking in
15 consideration any enacted increase in Revenues, to be not less than 110% of the Total Annual Debt
16 Service Requirements, or (ii) in the case of the senior lien bonds, either (A) the Net Revenues for the
17 fiscal year preceding the year in which such additional bonds are to be issued were not less than 120% of
18 the Total Annual Debt Service Requirements or (B) the Net Revenues for the fiscal year succeeding the
19 year in which such additional bonds are to be issued are projected to be sufficient in amount, taking into
20 consideration any enacted increase in Revenues, to be not less than 120% of the Total Annual Debt
21 Service Requirements.
22 The additional bonds, the issuance of which is restricted and conditioned by this Section, shall not be
23 deemed to mean bonds the security and source of payment of which are subordinate and subject to the
24 priority of the bond and such additional bonds may be issued without complying with the terms and
25 conditions of this Section.
26 Section 15. It is covenanted and agreed by the City with the Bondholder, the Authority and the
27 Commission that it will faithfully and punctually perform all duties with reference to the System required
28 by the Constitution and laws of the State and by this Ordinance, including, without limitation, the making
29 and collecting of reasonable and sufficient rates lawfully established for services rendered by the System,
30 segregating Revenues and applying them to the respective funds maintained pursuant to the Prior Bond
31 Ordinances and this Ordinance.
32 The City covenants and agrees that the Bondholder shall have the protection of all the provisions of
33 the Authorizing Legislation, and that the City will diligently proceed to enforce those provisions to the
34 end of the Bondholder realizing fully upon its security. And, if the City shall fail to proceed within 30
[Page 10 of 141
1 days after written request shall have been filed by the Bondholder, the Bondholder may proceed to
2 enforce all such provisions.
3 If there be any default in the payment of the principal of or interest on the bond, or if the City defaults
4 in any 2013 ADFA Bond Fund requirement or in the performance of any of the other covenants contained
5 in this Ordinance, the Bondholder may, by proper suit, compel the performance of the duties of the
6 officials of the City under the laws of the State. In the case of a default in the payment of the principal of
7 and interest on the bond, the Bondholder may apply in a proper action to a court of competent jurisdiction
8 for the appointment of a receiver to administer the System on behalf of the City and the Bondholder with
9 power to charge and collect (or by mandatory injunction or otherwise to cause to be charged and
10 collected) rates sufficient to provide for the payment of the expenses of operation, repair and maintenance
11 and to pay the bond and interest outstanding and to apply Revenues in conformity with this Ordinance.
12 When all defaults in principal and interest payments have been cured, the custody and operation of the
13 System shall revert to the City. No remedy herein conferred upon or reserved to the Bondholder is
14 intended to be exclusive of any other remedy or remedies herein provided or provided by law, and every
15 such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or given
16 by law. No delay or omission of the Bondholder to exercise any right or power accrued upon any default
17 shall impair any such right or power or shall be construed to be a waiver of any default or an acquiescence
18 therein; and every power and remedy given by this Ordinance to the Bondholder may be exercised from
19 time to time and as often as may be deemed expedient.
20 No waiver of any default shall extend to or affect any other existing or any subsequent default or
21 defaults or impair any rights or remedies consequent thereon. Any costs of enforcement of the bond or of
22 any provision of this Ordinance, including reasonable attorney's fees, shall be paid by the City. The
23 Authority may enforce all rights and exercise all remedies available to the Bondholder in the event the
24 Financing Fee is not paid when due.
25 Section 16. When the bond has been executed and sealed as herein provided, it shall be delivered to
26 the Bondholder upon payment of all or a portion of the purchase price in accordance with the Agreement.
27 Sale proceeds in the amount necessary to make all or a portion of the semiannual interest and Financing
28 Fee payments due on each April 15 and October 15 to and including October 15, 2016, shall be applied,
29 unless otherwise directed by the Committee, to the payment of Financing Fees and interest on the bond on
30 such dates. The balance of the sale proceeds shall be deposited, as and when received, in an account of
31 the City heretofore created and designated the "Little Rock Wastewater Utility Construction Fund" (the
32 "Construction Fund "). The proceeds of the bond in the Construction Fund shall be used for directly
33 paying, or reimbursing the City for, the costs paid in accomplishing the Improvements, expenses
34 incidental thereto and the expenses of issuing the bond approved in accordance with the Agreement.
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1 Payments from the Construction Fund shall be by check or voucher signed by either the CEO or such
2 other person or persons designated by the Committee, and drawn on the depository. Each such check or
3 voucher shall briefly specify the purpose of the expenditure.
4 Section 17. The terms of this Ordinance shall constitute a contract among the City, the Bondholder
5 and the Commission and no variation or change in the undertaking herein set forth shall be made while
6 the bond is outstanding unless consented to in writing by the Bondholder and the Commission.
7 Section 18. The Committee will keep proper records, books and accounts relating to the operation of
8 the System, which shall be kept separate from all other records and accounts of the City, in which
9 complete and correct entries shall be made of all transactions relating to the operation of the System in
10 accordance with generally accepted government accounting standards. Such books shall be available for
11 inspection by the Bondholder and the Commission, or the agent or the representative of either, at
12 reasonable times and under reasonable circumstances. The City agrees to have these records audited by
13 an Accountant selected by the Committee at least once each year.
14 In the event the Committee fails or refuses to furnish or cause such reports to be furnished, the
15 Bondholder may have the reports made, and the cost thereof shall be charged against the Sewer Operation
16 and Maintenance Fund.
17 Section 19. The City covenants and agrees that it will maintain the System in good condition and
18 operate it in an efficient manner and at reasonable cost. While the bond is outstanding, the City agrees
19 that it will insure, and at all times keep insured, in the amount of the actual value thereof, in a responsible
20 insurance company or companies selected by the Committee and authorized and qualified under the laws
21 of the State to assume the risk thereof, all above - ground structures of the System against loss or damage
22 thereto from fire, lightning, tornado, winds, riot, strike, civil commotion, malicious damage, explosion,
23 and against loss or damage from any other causes customarily insured against in connection with similar
24 facilities and undertakings as the System. In the event of loss, the proceeds of such insurance shall be
25 applied solely toward the reconstruction, replacement or repair of the System, and in such event the City
26 will, with reasonable promptness, cause to be commenced and completed the reconstruction, replacement
27 and repair work. If such proceeds are more than sufficient for such purposes, the balance remaining shall
28 be deposited to the credit of the Sewer Fund, and if such proceeds shall be insufficient for such purposes,
29 the deficiency shall be supplied, first, from moneys in the Sewer Depreciation Fund maintained in
30 accordance with the 2001 Ordinance, second, from moneys in the Sewer Operation and Maintenance
31 Fund, and third, from available moneys in the Sewer Fund. Nothing herein shall be construed as
32 requiring the City to expend any funds for reconstruction, replacement or repair of the System or for
33 operation and maintenance of the System or for premiums on its insurance which are derived from
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1 sources other than insurance proceeds or Revenues, but nothing herein shall be construed as preventing
2 the City from doing so.
3 Section 20. The City agrees that the Bondholder may pledge the bond as security for the ADFA
4 Bonds, and the ADFA Trustee and/or the municipal bond insurer for the ADFA Bonds may exercise any
5 rights and remedies available to the Bondholder under this Ordinance or the Agreement while the bond is
6 pledged and /or the ADFA Bonds are insured. In addition, the City agrees that while the bond is pledged
7 and/or the ADFA Bonds are insured, copies of all financial information shall be furnished to the ADFA
8 Trustee and /or the municipal bond insurer.
9 Section 21. In the event the offices of Mayor, City Clerk, CEO, Board of Directors, or Committee
10 shall be abolished, or any two (2) or more of such offices shall be merged or consolidated, or in the event
11 the duties of a particular office shall be transferred to another office or officer, or in the event of a
12 vacancy in any such office by reason of death, resignation, removal from office, or otherwise, or in the
13 event any such officer shall become incapable of performing the duties of his office by reason of sickness,
14 absence from the City, or otherwise, all powers conferred and all obligations and duties imposed upon
15 such office or officer shall be performed by the office or officer succeeding to the principal function
16 thereof, or by the office or officer upon whom such powers, obligations, and duties shall be imposed by
17 law.
18 Section 22. It is understood and agreed that the Committee, acting for and on behalf of the City, has
19 custody of and control over the System, operates, maintains and repairs the System and collects and
20 handles Revenues. Therefore, it is understood and agreed that even though there are some express
21 references to the Committee, all references herein to the City shall, when appropriate in view of the
22 authority and responsibility of the Committee, be construed to mean and include the Committee. So long
23 as the Committee operates the System for the City, performance by the Committee of any right or
24 obligation of the City hereunder shall be deemed performance by the City. The Committee presently
25 consists of Cindy Miller, Ken Griffey, Marilyn Perryman, Pete Hornibrook, Richard L. Mays, Jr.,
26 Maurice Rigsby and Jean Block.
27 Section 23. The requirements of Ordinance No. 15,249, as they may relate to the authorization and
28 sale of the bond, are hereby waived.
29 Section 24. The provisions of this ordinance are hereby declared to be separable, and if any provision
30 shall for any reason be held illegal or invalid, it shall not affect the validity of the remainder of this
31 Ordinance.
32 Section 25. Reference in this ordinance to "Bondholder" shall include the original Bondholder or any
33 registered assign thereof.
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Section 26. All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed
to the extent of such conflict.
PASSED: April 2, 2013
ATTEST,. APPROVED:
6 L n e City Clerk
AP O TO LEGAL FORM:
Thomas M. Carpenter, City tto ney
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Mark
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Mayor