HomeMy WebLinkAboutOrdinance 6737113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Ordinance: 6737
File Number: 2024-1728
WEST TRANSMISSION WATERLINE (ORDINANCE APPROVAL):
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF A NOT TO EXCEED $85,000,000 WATER
AND SEWER SYSTEM REVENUE BOND, SERIES 2024, BY THE CITY OF FAYETTEVILLE, ARKANSAS FOR
THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF PLANNING, DESIGNING,
ACQUIRING, CONSTRUCTING AND EQUIPPING CERTAIN WATER TRANSMISSION LINE
IMPROVEMENTS; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND SERVICING FEE ON THE
BOND; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT
PROVIDING FOR THE SALE OF THE BOND; AND PRESCRIBING OTHER MATTERS RELATING THERETO.
WHEREAS, the City of Fayetteville, Arkansas (the "City"), a city of the first class, presently
owns and operates a public water and sewer utility system (the "System") serving the residents of the
City and its environs; and
WHEREAS, the City Council of the City has determined that there is a great need for a source
of revenue to finance the costs of the planning, design, acquisition, construction and equipping of certain
improvements to the System, including, specifically, the planning, design, acquisition, engineering,
construction and equipping of a 48-inch water transmission line from the Beaver Water District to the
City, together with related improvements (the "Project'); and
WHEREAS, an engineering report and plans and specifications for the Project have been
examined by the City Council and copies of such report, plans and specifications are on file with the
City and are available for inspection by any interested person; and
WHEREAS, the City is authorized and empowered under the provisions of the Constitution and
laws of the State of Arkansas, including particularly Amendment 65 to the Constitution and Arkansas
Code Annotated Sections 14-164-401 el seq., Sections 14-234-201 el seq. and Sections 14-235-201 el
seq. (collectively, and as from time to time amended, the "Authorizing Legislation"), to issue and sell its
water and sewer revenue bonds and to expend the proceeds thereof to finance the costs of planning,
design, acquisition, construction, equipping, improving, maintaining, operating and repairing the
System; and
WHEREAS, as authorized under the provisions of Amendment 65 and the Authorizing
Legislation, and in order to secure funds necessary to pay or reimburse all or a portion of the costs of the
Project, and the costs incident to the issuance of a bond to finance the costs of said Project, upon the
Page 1
Ordinance: 6737
File Number: 2024-1728
most favorable terms to the City and the users of the System, the City has made arrangements for the
sale of its Water and Sewer System Revenue Bond, Series 2024 (the "Bond"), in principal amount not to
exceed $85,000,000 to the Arkansas Development Finance Authority, as purchaser (the "Bondholder"),
at a price of par, which Bond shall bear interest at the rate of zero percent (0.00%) per annum, pursuant
to a Bond Purchase Agreement (the "Bond Purchase Agreement") among the City, the Bondholder and
the Arkansas Natural Resources Commission (the "Commission"), which Bond Purchase Agreement has
been presented to and is before this meeting; and
WHEREAS, an open public hearing on the question of the issuance of the Bond and the
financing of the Project has been held before the Mayor and City Council on March 19, 2024, following
publication of notice of such hearing in the Northwest Arkansas edition of the Arkansas Democrat -
Gazette on February 25, 2024; and
WHEREAS, the City will also be required to pay to the Arkansas Development Finance
Authority, as servicer with respect to the Bond (the "Servicer"), a monthly servicing fee equal to three-
quarters of one percent (0.75%) per annum of the outstanding principal amount of the Bond (the
"Servicing Fee");
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville,
Arkansas that:
Section 1. The Project shall be accomplished and shall be a part of the System. The
accomplishment of the Project shall be under the control and supervision of, and all details in connection
therewith shall be handled by, the City, and the City shall make all contracts and agreements necessary
or incidental to the performance of its duties and the execution of its powers. The City shall let all
contracts pursuant to and in accordance with existing laws and shall require such performance bonds and
insurance from the contractors as, in the judgment of the City, will fully insure completion of the Project
in accordance with the plans and specifications therefor. The Mayor is hereby authorized to take, or
cause to be taken, all action necessary to accomplish the Project and to execute all required contracts in
connection thereto.
Section 2. The sale to the Bondholder of up to $85,000,000 in principal amount of the Bond
at a price of par, such Bond to bear interest at the rate of 0.00% per annum and to be subject to a
Servicing Fee of 0.75% per annum and otherwise to be subject to the terms and provisions hereafter in
this Ordinance set forth in detail be, and is hereby approved and the Bond is hereby sold to the
Bondholder. 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. The Bond Purchase Agreement is hereby approved in
substantially the form submitted to this meeting with such changes as may be approved by the Mayor,
his execution to constitute complete evidence of such approval.
Section 3. The City Council hereby finds and declares that the period of usefulness of the
System after completion of the Project will be more than twenty-five (25) years, which is longer than the
term of the Bond.
Section 4. Under the authority of the Constitution and laws of the State of Arkansas,
including particularly Amendment 65 to the Constitution of the State of Arkansas and the Authorizing
Page 2
Ordinance: 6737
File Number: 2024-1728
Legislation, the City of Fayetteville, Arkansas Water and Sewer System Revenue Bond, Series 2024 (the
"Bond"), is hereby authorized to be issued in the total principal amount of not to exceed Eighty -Five
Million Dollars ($85,000,000), the proceeds of the sale of which are necessary to provide sufficient
funds to pay or reimburse a portion of the costs of accomplishing the Project, including, without
limitation, legal fees and other necessary expenses incidental to accomplishment of the Project, and to
the issuance of the Bond.
The Bond shall bear interest at the rate of zero percent (0.00%) per annum and shall be subject to
a Servicing Fee of three-quarters of one percent (0.75%) per annum based upon a 360-day year of
twelve consecutive 30-day months. The Bond shall be dated the date of its delivery to the Bondholder.
The Servicing Fee only shall be payable monthly commencing on the 1 st day of the month following the
issuance of the Bond and continuing on the 1 st day of each month thereafter through and including April
1, 2027. Principal and the Servicing Fee shall be payable on May 1, 2027, and on the 1st day of each
month thereafter until the unpaid principal is paid in full as follows:
Date
Payment
Interest
Servicing Fee
Principal
Amount
May 1, 2027
$ 381,503.44
$ -0-
$ 53,125.00
$ 328,378.44
June I, 2027
$ 381,503.44
$ -0-
$ 52,919.76
$ 328,583.68
July 1, 2027
$ 381,503.44
$ -0-
$ 52,714.40
$ 328,789.04
August 1, 2027
$ 381,503.44
$ -0-
$52,508.91
$ 328,994.53
September 1, 2027
$ 381,503.44
$ -0-
$52,303.28
$ 329,200.16
October 1, 2027
$ 381,503.44
$ -0-
$52,097.53
$ 329,405.91
November 1, 2027
$ 381,503.44
$ -0-
$51,891.66
$329,61 1.78
December 1, 2027
$ 381,503.44
$ -0-
$ 51,685.65
$ 329,817.79
January 1, 2028
$ 381,503.44
$ -0-
$ 51 A79.51
$330,023.93
February 1, 2028
$ 381,503.44
$ -0-
$ 51,273.25
$330,230.19
March 1, 2028
$ 381,503.44
$ -0-
$ 51,066.85
$330,436.59
April 1, 2028
$ 381,503.44
$ -0-
$ 50,860.33
$ 330,643.11
May 1, 2028
$ 381,503.44
$ -0-
$ 50,653.68
$ 330,849.76
June 1, 2028
$ 381,503.44
$ -0-
$ 50,446.90
$ 331,056.54
July I, 2028
$ 381,503.44
$ -0-
$ 50,239.99
$ 331,263.45
August I, 2028
$ 381,503.44
$ -0-
$ 50,032.95
$ 331,470.49
September 1, 2028
$ 381,503.44
$ -0-
$ 49,825.78
$ 331,677.66
October 1, 2028
$ 381,503.44
$ -0-
$ 49,618.48
$331,884.96
November 1, 2028
$ 381,503.44
$ -0-
$ 49,41 1.05
$332,092.39
December 1, 2028
$ 381,503.44
$ -0-
$49,203.49
$ 332,299.95
January 1, 2029
$ 381,503.44
$ -0-
$ 48,995.81
$ 332,507.63
February I, 2029
$ 381,503.44
$ -0-
$ 48,787.99
$ 332,715.45
March 1, 2029
$ 381,503.44
$ -0-
$ 48,580.04
$ 332,923.40
April 1, 2029
$ 381,503.44
$ -0-
$ 48,371.96
$ 333,131.48
May 1, 2029
$ 381,503.44
$ -0-
$ 48,163.76
$ 333,339.68
Date
Payment
Interest
Servicing Fee
Principal
Page 3
Ordinance: 6737
File Number: 2024-1728
Amount
June 1, 2029
$ 381,503.44
$ -0-
$ 47,955.42
$ 333,548.02
July 1, 2029
$ 381,503.44
$ -0-
$ 47,746.95
$ 333,756.49
August 1, 2029
$ 381,503.44
$ -0-
$ 47,538.35
$ 333,965.09
September 1, 2029
$ 381,503.44
$ -0-
$ 47,329.63
$ 334,173.81
October 1, 2029
$ 381,503.44
$ -0-
$47,120.77
$ 334,382.67
November 1, 2029
$ 381,503.44
$ -0-
$46,91 1.78
$ 334,591.66
December 1, 2029
$ 381,503.44
$ -0-
$ 46,702.66
$ 334,800.78
January 1, 2030
$ 381,503.44
$ -0-
$ 46,493.41
$ 335,010.03
February I, 2030
$ 381,503.44
$ -0-
$ 46,284.03
$ 335,219.41
March 1, 2030
$ 381,503.44
$ -0-
$ 46,074.52
$ 335,428.92
April 1, 2030
$ 381,503.44
$ -0-
$ 45,864.87
$ 335,638.57
May 1, 2030
$ 381,503.44
$ -0-
$45,665.10
$335,848.34
June I, 2030
$ 381,503.44
$ -0-
$ 45,445.19
$ 336,058.25
July 1, 2030
$ 381,503.44
$ -0-
$ 45,235.16
$ 336,268.28
August 1, 2030
$ 381,503.44
$ -0-
$ 45,024.99
$336,478.45
September I, 2030
$ 381,503.44
$ -0-
$ 44,814.69
$ 336,688.75
October 1, 2030
$ 381,503.44
$ -0-
$ 44,604 26
$ 336,899.18
November 1, 2030
$ 381,503.44
$ -0-
$ 44,393.70
$ 337,109.74
December 1, 2030
$ 381,503.44
$ -0-
$ 44,183.00
$ 337,320.44
January 1, 2031
$ 381,503.44
$ -0-
$ 43,972.18
$ 337,531.26
February 1, 2031
$ 381,503.44
$ -0-
$ 43,761.22
$ 337,742.22
March 1, 2031
$ 381,503.44
$ -0-
$ 43,550.13
$ 337,953.31
April 1, 2031
$ 381,503.44
$ -0-
$ 43,338.91
$ 338,164.53
May 1, 2031
$ 381,503.44
$ -0-
$ 43,127.56
$ 338,375.88
June 1, 2031
$ 381,503.44
$ -0-
$ 42,916.07
$ 338,587.37
July 1, 2031
$ 381,503.44
$ -0-
$ 42,704.46
$ 338,798.98
August 1, 2031
$ 381,503.44
$ -0-
$ 42,492.71
$ 339,010.73
September I, 2031
$ 381,503.44
$ -0-
$ 42,280.83
$ 339,222.61
October 1, 2031
$ 381,503.44
$ -0-
$ 42,068.81
$ 339,434.63
November 1, 2031
$ 381,503.44
$ -0-
$ 41,856.66
$ 339,646.78
December 1, 2031
$ 381,503.44
$ -0-
$ 41.644.39
$ 339,859.05
January 1, 2032
$ 381,503.44
$ -0-
$ 41,431.97
$ 340,071.47
February I, 2032
$ 381,503.44
$ -0-
$ 41,219.43
$ 340,284.01
March 1, 2032
$ 381,503.44
$ -0-
$ 41,006.75
$ 340,496.69
April 1, 2032
$ 381,503.44
$ -0-
$ 40,793.94
$ 340,709.50
May 1, 2032
$ 381,503.44
$ -0-
$ 40,581.00
$ 340,922.44
June 1, 2032
$ 381,503.44
$ -0-
$ 40,367.92
$ 341,135.52
July I, 2032
$ 381,503.44
$ -0-
$ 40,154.71
$ 341,348.73
August 1, 2032
$ 381,503.44
$ -0-
$ 39,941.37
$ 341,562.07
September 1, 2032
$ 381,503.44
$ -0-
$ 39,727.89
$ 341,775.55
October 1, 2032
$ 381,503.44
$ -0-
$ 39,514 28
$ 341,989.16
November 1, 2032
$ 381,503.44
$ -0-
$ 39,300.54
$ 342,202.90
December 1, 2032
$ 381,503.44
$ -0-
$ 39,086.66
$ 342,416.78
January 1, 2033
$ 381,503.44
$ -0-
$ 38,872.65
$ 342,630.79
February 1, 2033
$ 381,503.44
$ -0-
$ 38,658.51
$ 342,844.93
Date
Payment
Interest
Servicing Fee
Principal
Page 4
Ordinance: 6737
File Number: 2024-1728
Amount
March 1, 2033
$ 381,503.44
$ -0-
$ 38,444.23
$ 343,059.21
April 1, 2033
$ 381,503.44
$ -0-
$ 38,229.82
$ 343,273.62
May 1, 2033
$ 381,503.44
$ -0-
$ 38,015.27
$ 343,488.17
June 1, 2033
$ 381,503.44
$ -0-
$ 37,800.59
$ 343,702.85
July 1, 2033
$ 381,503.44
$ -0-
$ 37,585.78
$ 343,917.66
August I, 2033
$ 381,503.44
$ -0-
$ 37,370.83
$ 344,132.61
September 1, 2033
$ 381,503.44
$ -0-
$ 37,155.75
$ 344,347.69
October 1, 2033
$ 381,503.44
$ -0-
$ 36,940.53
$ 344,562.91
November 1, 2033
$ 381,503.44
$ -0-
$ 36,725.18
$ 344,778.26
December 1, 2033
$ 381,503.44
$ -0-
$ 36,509.69
$ 344,993.75
January 1, 2034
$ 381,503.44
$ -0-
$ 36,294.07
$ 345,209.37
February 1, 2034
$ 381,503.44
$ -0-
$ 36,078.31
$ 345,425.13
March 1, 2034
$ 381,503.44
$ -0-
$ 35,862.42
$ 345,641.02
April 1, 2034
$ 381,503.44
$ -0-
$ 35,646.40
$ 345,857.04
May 1, 2034
$ 381,503.44
$ -0-
$ 35,430.24
$ 346,073.20
June I, 2034
$ 381,503.44
$ -0-
$ 35,213.94
$ 346,289.50
July 1, 2034
$ 381,503.44
$ -0-
$ 34,997.51
$ 346,505.93
August 1, 2034
$ 381,503.44
$ -0-
$ 34,780.94
$ 346,722.50
September 1, 2034
$ 381,503.44
$ -0-
$ 34,564.24
$ 346,939.20
October 1, 2034
$ 381,503.44
$ -0-
$ 34,347.40
$ 347,156.04
November 1, 2034
$ 381,503.44
$ -0-
$ 34,130.43
$ 347,373.01
December 1, 2034
$ 381,503.44
$ -0-
$ 33,913.32
$ 347,590.12
January 1, 2035
$ 381,503.44
$ -0-
$ 33,696.08
$ 347,807.36
February 1, 2035
$ 381,503.44
$ -0-
$ 33,478.70
$ 348,024.74
March 1, 2035
$ 381,503.44
$ -0-
$ 33,261.19
$ 348,242.25
April 1, 2035
$ 381,503.44
$ -0-
$ 33,043.53
$ 348,459.91
May 1, 2035
$ 381,503.44
$ -0-
$ 32,825.75
$ 348,677.69
June 1, 2035
$ 381,503.44
$ -0-
$ 32,607.82
$ 348,895.62
July 1, 2035
$ 381,503.44
$ -0-
$ 32,389.76
$ 349,1 13.68
August 1, 2035
$ 381,503.44
$ -0-
$ 32,171.57
$ 349,331.87
September 1, 2035
$ 381,503.44
$ -0-
$ 31,953.23
$ 349,550.21
October 1, 2035
$ 381,503.44
$ -0-
$ 31,734.77
$ 349,768.67
November 1, 2035
$ 381,503.44
$ -0-
$ 31,516.16
$ 349,987.28
December 1, 2035
$ 381,503.44
$ -0-
$ 31,297.42
$ 350,206.02
January 1, 2036
$ 381,503.44
$ -0-
$ 31,078.54
$ 350A24.90
February 1, 2036
$ 381,503.44
$ -0-
$ 30,859.52
$ 350,643.92
March 1, 2036
$ 381,503.44
$ -0-
$ 30,640.37
$ 350,863.07
April 1, 2036
$ 381,503.44
$ -0-
$ 30,421.08
$ 351,082.36
May 1, 2036
$ 381,503.44
$ -0-
$ 30.201.66
$ 351,301.78
June 1, 2036
$ 381,503.44
$ -0-
$ 29,982.09
$ 351,521.35
July 1, 2036
$ 381,503.44
$ -0-
$ 29,762.39
$ 351,741.05
August 1, 2036
$ 381,503.44
$ -0-
$ 29,542.55
$ 351,960.89
September 1, 2036
$ 381,503.44
$ -0-
$ 29,322.58
$ 352,180.86
October 1, 2036
$ 381,503.44
$ -0-
$ 29,102.46
$ 352,400.98
November 1, 2036
$ 381,503.44
$ -0-
$ 28,882.21
$ 352,621.23
Date
Payment
Interest
Servicing Fee
Principal
Page 5
Ordinance: 6737
File Number: 2024-1728
Amount
December 1, 2036
$ 381,503.44
$ -0-
$ 28,661.83
$ 352,841.61
January 1, 2037
$ 381,503.44
$ -0-
$ 28,441.30
$ 353,062.14
February 1, 2037
$ 381,503.44
$ -0-
$ 28,220.64
$ 353,282.80
March 1, 2037
$ 381,503.44
$ -0-
$ 27,999.83
$ 353,503.61
April 1, 2037
$ 381,503.44
$ -0-
$ 27,778.89
$ 353,724.55
May 1, 2037
$ 381,503.44
$ -0-
$ 27,557.82
$ 353,945.62
June 1, 2037
$ 381,503.44
S -0-
$ 27,336.60
S 354,166.84
July I, 2037
$ 381,503.44
S -0-
$ 27,115.25
$ 354,388.19
August 1, 2037
S 381,503.44
S -0-
$ 26,893.75
$ 354,609.69
September 1, 2037
$ 381,503.44
S -0-
$ 26,672.12
$ 354,831.32
October 1, 2037
$ 381,503.44
$ -0-
$ 26,450.35
$ 355,053.09
November 1, 2037
$ 381,503.44
$ -0-
$ 26,228.44
$ 355,275.00
December 1, 2037
$ 381,503.44
$ -0-
$ 26,006.40
$ 355,497.04
January 1, 2038
$ 381,503.44
$ -0-
$ 25,784.21
$ 355,719.23
February 1, 2038
$ 381,503.44
$ -0-
$ 25,561.89
$ 355,941.55
March 1, 2038
$ 381,503.44
$ -0-
$ 25,339.42
$ 356,164.02
April 1, 2038
S 381,503.44
$ -0-
$ 25,1 16.82
$ 356,386.62
May 1, 2038
$ 381,503.44
$ -0-
$ 24,894.08
$ 356,609.36
June 1, 2038
$ 381,503.44
S -0-
$ 24,671.20
$ 356,832.24
July 1, 2038
$ 381,503.44
$ -0-
$ 24,448.18
$ 357,055.26
August 1, 2038
$ 381,503.44
$ -0-
$ 24,225.02
$ 357,278.42
September 1, 2038
$ 381,503.44
$ -0-
$ 24,001.72
$ 357,501.72
October I, 2038
$ 381,503.44
$ -0-
$ 23,778 28
$ 357,725.16
November I, 2038
$ 381,503.44
$ -0-
$ 23,554.70
$ 357,948.74
December 1, 2038
$ 381,503.44
$ -0-
$ 23,330.99
$ 358,172.45
January 1, 2039
$ 381,503.44
$ -0-
$ 23,107.13
$ 358,396.31
February 1, 2039
$ 381,503.44
S -0-
$ 22,883.13
$ 358,620.31
March 1, 2039
S 381,503.44
S -0-
$ 22,658.99
$ 358,844.45
April 1, 2039
$ 381,503.44
$ -0-
$ 21434.71
$ 359,068.73
May 1, 2039
$ 381,503.44
$ -0-
$ 22,210.30
$ 359,293.14
June 1, 2039
$ 381,503.44
$ -0-
$ 21,985.74
$ 359,517.70
July 1, 2039
$ 381,503.44
$ -0-
$ 21,761.04
$ 359,742.40
August 1, 2039
$ 381,503.44
$ -0-
$ 21,536.20
$ 359,967.24
September 1, 2039
$ 381,503.44
$ -0-
$ 21,31 1.22
$ 360,192.22
October 1, 2039
S 381,503.44
$ -0-
$ 21,086.10
S 360,417.34
November I, 2039
$ 381,503.44
$ -0-
$ 20,860.84
$ 360,642.60
December I, 2039
$ 381,503.44
$ -0-
$ 20,635.44
$ 360,868.00
January 1, 2040
S 381,503.44
$ -0-
$ 20,409.90
$ 361,093.54
February 1, 2040
$ 381,503.44
$ -0-
$ 20,184.21
$ 361,319.23
March 1, 2040
$ 381,503.44
$ -0-
$ 19,958.39
$ 361,545.05
April 1, 2040
$ 381,503.44
$ -0-
$ 19,732.42
$ 361,771.02
May 1, 2040
$ 381,503.44
$ -0-
$ 19,506.32
$ 361,997.12
June 1, 2040
$ 381,503.44
$ -0-
$ 19,280.07
$ 362,223.37
July 1, 2040
$ 381,503.44
$ -0-
$ 19,053.68
S 362,449.76
August 1, 2040
$ 381,503.44
$ -0-
S 18,827.15
$ 362,676.29
Date
Payment
Interest
Servicing Fee
Principal
Page 6
Ordinance: 6737
File Number: 2024-1728
Amount
September 1, 2040
$ 381,503.44
$ -0-
$ 18,600.47
$ 362,902.97
October 1, 2040
$ 381,503.44
$ -0-
$ 18,373.66
$ 363,129.78
November 1, 2040
$ 381,503.44
$ -0-
$ 18,146.70
$ 363,356.74
December 1, 2040
$ 381,503.44
$ -0-
$ 17,919.61
$ 363,583.83
January 1, 2041
$ 381,503.44
$ -0-
$ 17,692.37
$ 363,81 1.07
February I, 2041
$ 381,503.44
$ -0-
$ 17,464.98
$ 364,038.46
March 1, 2041
$ 381,503.44
$ -0-
$ 17,237.46
$ 364,265.98
April I, 2041
$ 381,503.44
$ -0-
$ 17,009.79
$ 364,493.65
May 1, 2041
$ 381,503.44
$ -0-
$ 16,781.99
$ 364,721.45
June 1, 2041
$ 381,503.44
$ -0-
$ 16,554.03
$ 364,949.41
July 1, 2041
$ 381,503.44
$ -0-
$ 16,325.94
$ 365,177.50
August 1, 2041
$ 381,503.44
$ -0-
$ 16,097.70
$ 365,405.74
September 1, 2041
$ 381,503.44
$ -0-
$ 15,869.33
$ 365,634.11
October 1, 2041
$ 381,503.44
$ -0-
$ 15,640.80
$ 365,862.64
November 1, 2041
$ 381,503.44
$ -0-
$ 15,412.14
$ 366,091.30
December 1, 2041
$ 381,503.44
$ -0-
$ 15,183.33
$ 366,320.11
January 1, 2042
$ 381,503.44
$ -0-
$ 14,954.38
$ 366,549.06
February 1, 2042
$ 381,503.44
$ -0-
$ 14,725 29
$ 366,778.15
March 1, 2042
$ 381,503.44
$ -0-
$ 14,496.05
$ 367,007.39
April 1, 2042
$ 381,503.44
$ -0-
$ 14,266.67
$ 367,236.77
May 1, 2042
$ 381,503.44
$ -0-
$ 14,037.15
$ 367,466.29
June 1, 2042
$ 381,503.44
$ -0-
$ 13,807.49
$ 367,695.95
July 1, 2042
$ 381,503.44
$ -0-
$ 13,577.68
$ 367,925.76
August 1, 2042
$ 381,503.44
$ -0-
$ 13,347.72
$ 368,155.72
September 1, 2042
$ 381,503.44
$ -0-
$ 13,1 17.62
$ 368,385.82
October 1, 2042
$ 381,503.44
$ -0-
$ 12,887.38
$ 368,616.06
November 1, 2042
$ 381,503.44
$ -0-
$ 12,657.00
$ 368,846.44
December 1, 2042
$ 381,503.44
$ -0-
$ 12,426.47
$ 369,076.97
January 1, 2043
$ 381,503.44
$ -0-
$ 12,195.80
$ 369,307.64
February 1, 2043
$ 381,503.44
$ -0-
$ 11,964.98
$ 369,538.46
March 1, 2043
$ 381,503.44
$ -0-
$ 11,734.02
$ 369,769.42
April I, 2043
$ 381,503.44
$ -0-
$ 11,502.91
$ 370,000.53
May 1, 2043
$ 381,503.44
$ -0-
$ 11,271.66
$ 370,231.78
June 1, 2043
$ 381,503.44
$ -0-
$ 11,040.27
$ 370,463.17
July 1, 2043
$ 381,503.44
$ -0-
$ 10,808.73
$ 370,694.71
August 1, 2043
$ 381,503.44
$ -0-
$ 10,577.04
$ 370,926.40
September 1, 2043
$ 381,503.44
$ -0-
$ 10,345.21
$ 371,158.23
October 1, 2043
$ 381,503.44
$ -0-
$ 10,1 13 24
$ 371,390.20
November 1, 2043
$ 381,503.44
$ -0-
$ 9,881.12
$ 371,622.32
December 1, 2043
$ 381,503.44
$ -0-
$ 9,648.86
$ 371,854.58
January 1, 2044
$ 381,503.44
$ -0-
$ 9,416.45
$ 372,086.99
February I, 2044
$ 381,503.44
$ -0-
$ 9,183.89
$ 372,319.55
March 1, 2044
$ 381,503.44
$ -0-
$ 8,951.19
$ 372,552.25
April 1, 2044
$ 381,503.44
$ -0-
$ 8,718.35
$ 372,785.09
May 1, 2044
$ 381,503.44
$ -0-
$ 8,485.36
$ 373,018.08
Date
Payment
Interest
Servicing Fee
Principal
Page 7
Ordinance: 6737
File Number: 2024-1728
June 1, 2044
July 1, 2044
August 1, 2044
September 1, 2044
October 1, 2044
November 1, 2044
December 1, 2044
January 1, 2045
February 1, 2045
March 1, 2045
April 1, 2045
May 1, 2045
June 1, 2045
July 1, 2045
August 1, 2045
September 1, 2045
October 1, 2045
November 1, 2045
December 1, 2045
January 1, 2046
February 1, 2046
March 1, 2046
April 1, 2046
May 1, 2046
June 1, 2046
July 1, 2046
August 1, 2046
September 1, 2046
October I, 2046
November 1, 2046
December 1, 2046
January 1, 2047
February 1, 2047
March 1, 2047
April 1, 2047
TOTALS:
Amount
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.09
91,560,825.25
$ 8,252.22
$ 8,018.94
$ 7,785.51
$ 7,551.94
$ 7,318.22
$ 7,084.35
$ 6,850.34
$ 6,616.18
$ 6,381.88
$ 6,147.43
$ 5,912.83
$ 5,678.09
$ 5,443.19
$ 5,208.16
$ 4,972.97
$ 4,737.64
$ 4,502.16
$ 4,266.54
$ 4,030.76
$ 3,794.84
$ 3,558.77
$ 3,322.56
$ 3,086.20
$ 2,849.69
$ 2,613.03
$ 2,376.22
$ 2,139.27
$ 1,902.16
$ 1,664.91
$ 1,427.51
$ 1,189.97
$ 952.27
$ 714.43
$ 476.43
$ 238 29
6.560.825.25
$ 373,251.22
$ 373,484.50
$ 373,717.93
$ 373,951.50
$ 374,185.22
$ 374,419.09
$ 374,653.10
$ 374,887.26
$ 375,121.56
$ 375,356.01
$ 375,590.61
$ 375,825.35
$ 376,060.25
$ 376,295.28
$ 376,530.47
$ 376,765.80
$ 377,001.28
$ 377,236.90
$377,472.68
$ 377,708.60
$ 377,944.67
$ 378,180.88
$ 378,417.24
$ 378,653.75
$ 378,890.41
$ 379,127.22
$ 379,364.17
$ 379,601.28
$ 379,838.53
$ 380,075.93
$ 380,313.47
$ 380,551.17
$ 380,789.01
$ 381,027.01
$ 381,264.80
85,000,000.00
The Bond shall be issued in the form of a single typewritten bond, registered as to both principal
and interest, payable to the Bondholder, or registered assigns, as set forth hereinafter in the bond form,
and shall be numbered R24-1.
Payment of principal and the Servicing Fee shall be by check or draft mailed to the Bondholder
at its address shown on the bond registration books of the City which shall be maintained by the Finance
Director as Bond Registrar, without presentation or surrender of the Bond (except upon final payment),
and such payments shall discharge the obligation of the City to the extent thereof. The Finance Director
Page 8
Ordinance: 6737
File Number: 2024-1728
or his or her designee shall keep a payment record and make proper notations thereon of all payments of
principal and the Servicing Fee.
Payment of principal and the Servicing Fee shall be in any coin or currency of the United States
of America which, as at the time of payment, shall be legal tender for the payment of debts due the
United States of America. When the principal of the Bond has been fully paid, it shall be canceled and
delivered to the Finance Director.
Section 5. The Bond shall be executed on behalf of the City by its Mayor and City Clerk and
shall have impressed thereon the seal of the City. The principal of the Bond, and the Servicing Fee in
connection therewith, are secured by a pledge of and are payable from revenues derived from the
System (the "Revenues"). The City covenants and agrees that all Revenues will be accounted for
separately as special funds on the books of the City, and said Revenues will be deposited and will be
used solely as provided herein. The Bond is not a general obligation of the City but is a special
obligation, the principal of which, and the Servicing Fee in connection therewith, are secured by a
pledge of the Revenues. The principal of and interest on the Bond shall not constitute an indebtedness
of the City within the meaning of any constitutional or statutory debt limitation or restriction.
Section 6. The Bond shall be in substantially the following form, and the Mayor and City
Clerk are hereby authorized and directed to make all the recitals contained therein:
Registered United States of America Registered
No. R24-1 $85,000,000
State of Arkansas
County of Washington
City of Fayetteville, Arkansas
Water and Sewer System Revenue Bond
Series 2024
Registered Owner: ARKANSAS DEVELOPMENT FINANCE AUTHORITY
Principal Amount: EIGHTY-FIVE MILLION DOLLARS (or the total principal amount
outstanding as reflected by the Record of Payment of Advances attached
hereto)
Know All Men By These Presents:
That the City of Fayetteville, Arkansas (the "City") hereby acknowledges itself to owe, and for
value received promises to pay to the order of the Arkansas Development Finance Authority, or
registered assigns, but solely from the special fund provided therefor as hereinafter set forth, in lawful
money of the United States of America, the Principal Amount shown above (or so much of the Principal
Amount as should have been advanced as shown on the Record of Payment of Advances attached
hereto). A servicing fee of 0.75% per annum (the "Servicing Fee") shall also be payable by the City to
the Arkansas Development Finance Authority or its successor in the same manner dates as principal
hereof.
Page 9
Ordinance: 6737
File Number: 2024-1728
The Servicing Fee only shall be payable monthly commencing on the I st day of the month
following the issuance of the Bond and continuing on the l st day of each month thereafter through and
including April 1, 2027. Principal and the Servicing Fee shall be payable on May 1, 2027, and on the 1 st
day of each month thereafter until the unpaid principal is paid in full as follows:
[Here will be inserted the amortization schedule
set forth in Section 4 of this Ordinance.]
Payments of principal due hereon shall be made, except for final payment, without presentation
and surrender of this bond, directly to the Registered Owner at its address shown on the registration
book of the City maintained by the Finance Director or his or her designee 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 (i) providing financing for a portion of the costs of
planning, designing, acquiring, engineering, constructing and equipping a 48-inch water transmission
line from the Beaver Water District to the City, together with related improvements (the "Project'), and
(ii) paying 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, including particularly Amendment No. 65 to the
Constitution of the State of Arkansas ("Amendment 65") and Arkansas Code Annotated Sections 14-
164-401 et seq., Sections 14-234-201 et seq. and Sections 14-235-201 et seq. (collectively, and as from
time to time amended, the "Authorizing Legislation"), and pursuant to Ordinance No. of the
City, duly adopted and approved on the day of , 2024 (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.
This bond may be assigned with the written approval of the Arkansas Natural Resources
Commission (the "Commission"), and in order to effect such assignment, the assignor shall promptly
notify the Finance Director by registered mail, and the assignee shall surrender this bond along with a
written assignment and written approval of the Commission to the Finance Director for transfer on the
registration records. Every assignee shall take this bond subject to all payments and prepayments of
principal (as reflected on the Payment Record maintained by the Finance Director) prior to such
surrender for transfer.
This bond may be prepaid at the option of the City from funds from any source, in whole but not
in part, at any time on and after October 15, 2034, at a prepayment price equal to the principal amount
outstanding, plus the accrued Servicing Fee to the prepayment date. Notice of any prepayment shall be
given to the registered owner of this bond at least 90 days prior to the prepayment date. Such notice
shall be in writing mailed to the address of the registered owner of this bond at the address appearing on
the bond registration records maintained by the Finance Director.
This bond does not constitute an indebtedness of the City or the State of Arkansas within the
meaning of any constitutional or statutory limitation or provision, and the taxing power of the City is not
pledged to the payment of the principal of and interest on this bond.
This bond is not a general obligation of the City, but is a special limited obligation the payment
of the principal of and the Servicing Fee are payable solely from the revenues (the "Revenues") derived
Page 10
Ordinance: 6737
File Number: 2024-1728
from the operation of the City's public water and sewer utility system (the "System"). A sufficient
amount of Revenues to pay the principal of the Bond and the related Servicing Fee has been pledged and
shall be duly set aside as a special fund for that purpose, identified as the "ADFA Bond Fund" in the
Authorizing Ordinance. The City has fixed and covenanted and agreed to maintain rates for the use of
the System which shall be sufficient at all times to at least provide for the payment of the reasonable
expenses of operation and maintenance of the System, to provide for the payment of the principal of and
interest on all outstanding obligations to which Revenues are pledged as the same become due, to
establish and maintain any required debt service reserves and to provide a depreciation fund, all as set
forth in the Authorizing Ordinance.
This bond is issued with the intent that the laws of the State of Arkansas will govern its
construction.
No recourse shall be had for the payment of the principal of or premium, if any, or interest on
this bond or for any claim based thereon or upon any obligation, covenant, or agreement contained in
this bond or in the Authorizing Ordinance against any past, present or future alderman, officer or
employee of the City, or any alderman, officer or employee of any successor of the City, as such, either
directly or through the City or any successor of the City, under any rule of law or equity, statute, or
constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of
any such alderman, officer or employee as such is hereby expressly waived and released as a condition
of and consideration for the issuance of this bond.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things
required by the Constitution and statutes of the State of Arkansas to exist, happen and be performed
precedent to and in the issuance of this bond do exist, have happened and have been performed in due
time, form and manner as required by law; that the indebtedness represented by this bond does not
exceed or violate 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 Fayetteville, Arkansas has caused this bond to be
executed in its name by the manual signatures of its Mayor and City Clerk, thereunto duly authorize, and
its corporate seal to be affixed hereto, all as of the LP day of Vi , 2024.
ATTEST:
City Clerk 'T('PCc�l,tft�(1
CITY OF FAYETTEVILLE,
--iviayor
TRt
•GPI Y OF ••G��% l
FAY EIiEVlLLE.;
• R 5Q' Jam.
1'N, i0 ,,� `%
Page 11
Ordinance: 6737
File Number: 2024-1728
REGISTRATION CERTIFICATE
Date of Registration I Name of Registered Owner
Arkansas Development
Finance Authority
RECORD OF PAYMENT OF ADVANCES
Total Principal
Date of Advance* I Amount of Advance I Outstanding
Page 12
Signature of Finance
Director
Signature of Vice
President of Arkansas
Development Finance
Authority
Ordinance: 6737
File Number: 2024-1728
*The date of each advance shall be the commencement date from which the Servicing Fee is
calculated.
Section 7. The City Council of the City has heretofore fixed rates for System services by the
adoption of Ordinance No. 6681 on September 19, 2023 (the "Rate Ordinance"). Reference is hereby
made to the Rate Ordinance for the details thereof and other provisions pertaining thereto, which water
rates and sewer rates are hereby confirmed and continued as provided therein.
The City covenants and agrees that the rates established will produce gross Revenues at least
sufficient to pay monthly operation, maintenance and funded depreciation expenses of the System, pay
the principal of and interest on all outstanding obligations to which Revenues are pledged ("System
Obligations"), as the same become due, pay the Servicing Fee as the same becomes due, and create and
maintain any required debt service and replacement reserves (collectively, the "Required Payments").
The City covenants always to maintain rates (including increases as necessary) which will provide for
the Required Payments. The rates currently in effect for water service and sewer service shall not be
reduced without the prior written consent of the Commission and the Bondholder.
Section 8. The City covenants that it will continually operate the System as a revenue -
producing undertaking and will not sell or lease the same, or any substantial portion thereof, without the
prior written approval of the Bondholder and the Commission; provided, however, that nothing herein
shall be construed to prohibit the City from making such dispositions of properties of the System and
such replacements and substitutions for properties of the System as shall be necessary or incidental to
the efficient operation of the System as a revenue —producing undertaking.
Section 9. All Revenues shall be deposited as and when received into a special fund
heretofore created and designated "Revenue Fund" (the "Revenue Fund"). Each employee of the City
handling Revenues shall give bond for the faithful discharge of his or her duties. Moneys in the Revenue
Fund shall be applied to the payment of the expenses of operation, maintenance, repair and renewal of
the System, to the payment of the principal of and interest on outstanding System Obligations, to the
establishment and maintenance of any required debt service and replacement reserves and to the
providing of any required depreciation fund.
Section 10. (a) There shall be paid from the Revenue Fund on or before the first day of each
month into an account of the City in a special fund to be created by the Bondholder and designated
"Series 2024" (the ADFA Bond Fund") for the purpose of paying the principal of the Bond in those
amounts specified in Section 4 hereof.
(b) If Revenues are insufficient to make the required payment on or before the first day of a
month into the ADFA Bond Fund, then the amount of any such deficiency in the payment made shall be
added to the amount otherwise required to be paid into the ADFA Bond Fund on or before the first day
of the next month.
(c) When the moneys held in the ADFA Bond Fund which represent payments by the City
and interest earnings thereon or proceeds of investments therefrom (collectively, "City Funds") shall be
and remain sufficient to pay in full the principal of the Bonds, the City shall not be obligated to make
any further payments into the ADFA Bond Fund.
Page 13
Ordinance: 6737
File Number: 2024-1728
(d) All moneys in the ADFA Bond Fund representing City Funds shall be used solely for the
purpose of paying the principal of and interest on the Bond, and the City shall automatically receive a
credit for the amount of such City Funds on hand in the ADFA Bond Fund and available for the
payment of any principal currently due on a principal payment date irrespective of whether the
Bondholder has applied or caused to be applied such funds on that date for such purpose. The City shall
receive a credit for all earnings and income derived from the investment of City Funds as of the first day
of each month, and such earnings and income shall be credited against the next payment due.
(e) The Bond shall be specifically secured by a pledge of all Revenues required to be placed
into the ADFA Bond Fund. This pledge in favor of the Bond is hereby irrevocably made according to
the terms of this Ordinance, and the City and its officers and employees shall execute, perform and carry
out the terms thereof in strict conformity with the provisions of this Ordinance.
Section 11. After making the payments and deposits required by Section 10 hereof, there
shall be paid from the Revenue Fund the Servicing Fee to the Servicer. The Servicing Fee shall be
payable on the 1 st day of the month following the issuance of the Bond and continuing on the 1st day of
each month thereafter until the Bond is paid in full and shall be calculated on the same basis as interest
would be calculated on the Bond. The payment of the Servicing Fee is expressly made subordinate to
the payment of the principal of the Bond.
Section 12. (a) After making the payments and deposits required by Sections 10 and 1 I
hereof, the City shall make any debt service reserve and replacement reserve deposits required in
connection with System Obligations.
(b) Notwithstanding the above, so long as the Bond is outstanding, the City shall maintain a
fund which is hereby created and designated as the "Depreciation Fund" (the "Depreciation Fund").
After making the payments and deposits required in Sections, 10, 11 and 12(a) hereof, there shall be
deposited from the Revenue Fund into the Depreciation Fund, a sum equal to 5% of the gross monthly
Revenues for the preceding month. Once the Depreciation Fund reaches an amount equal to
$8,500,000.00 (or such lesser amount as represents 10% of proceeds of the Bond drawn) (the "Required
Level"), the City shall not be required to make further deposits into the Depreciation Fund; provided,
however, that monthly deposits must resume if the amount in Depreciation Fund drops below the
Required Level, until such time as the Required Level is once again reached. Moneys in the
Depreciation Fund may be used for the purpose of paying the cost of necessary repairs or replacements
to the System or for other purposes approved by the Commission. Funds may only be withdrawn from
the Depreciation Fund with the prior written consent of the Commission.
Section 13. The City shall assure that (i) not in excess of 10% of the proceeds of the Bond is
used for Private Business Use (as defined below) if, in addition, the payment of more than 10% of the
principal due on the Bond during the term thereof is, under the terms of the Bond or any underlying
arrangement, directly or indirectly secured by any interest in property used or to be used for a Private
Business Use or in payments in respect of property used or to be used for a Private Business Use or is to
be derived from payments, whether or not to the City, in respect of property or borrowed moneys used
or to be used for a Private Business Use; and (ii) that, in the event that both (A) in excess of 5% of the
proceeds of the Bond are used for a Private Business Use, and (B) an amount in excess of 5% of the
principal due on the Bond during the term thereof is, under the terms of the Bond or any underlying
arrangement, directly or indirectly, secured by any interest in property used or to be used for said Private
Page 14
Ordinance: 6737
File Number: 2024-1728
Business Use or in payments in respect of property used or to be used for said Private Business Use or is
to be derived from payments, whether or not to the City, in respect of property or borrowed money used
or to be used for said Private Business Use, then said excess over said 5% of the proceeds of the Bond
used for a Private Business Use shall be used for a Private Business Use related to the governmental use
of the Project.
The City shall assure that not in excess of 5% of the proceeds of the Bond are used, directly or
indirectly, to make or finance a loan to persons other than state or local governmental units.
As used in this Section, "Private Business Use" means use directly or indirectly in a trade or
business carried on by a natural person or in any activity carried on by a person other than a natural
person, excluding, however, use by a state or local governmental unit and use as a member of the
general public.
The City covenants that it will not enter into any wholesale water contracts with non-
governmental entities or modify existing wholesale water contracts with non -governmental entities if
such contracts or modifications of existing contracts will cause a violation of this Section.
Section 14. Any surplus in the Revenue Fund, after making full provision for the payments
and deposits described above, may be used at the option of the City for the redemption of the Bond or
other System Obligations prior to maturity in accordance with their terms, for betterments or
improvements to the System, for a refund to ratepayers or for other lawful purposes. Installments of
principal on the Bond shall be prepayable prior to maturity as provided in the form of the Bond set forth
in Section 6 of this Ordinance.
Section 15. So long as the Bond is outstanding, the City shall not issue or attempt to issue any
bonds or other indebtedness having or claimed to be entitled to a pledge of the Revenues on a prior and
senior basis to the pledge securing the Bond.
So long as the Bond is outstanding, the City shall not issue or attempt to issue any bonds or other
indebtedness having or claimed to be entitled to a parity pledge of the Revenues to the pledge securing
the Bond unless and until there shall have been procured and filed with the Bondholder a statement by
an independent certified public accountant not in the regular employ of the City ("Accountant') reciting
the opinion that either (i) the Net Revenues (Net Revenues being gross Revenues less operation and
maintenance expenses, but not including interest, amortization and depreciation) for the fiscal year
preceding the year in which the parity bonds or indebtedness are to be issued were not less than 110% of
the maximum annual debt service requirements (including principal, interest and financing, servicing
and administrative fees) on all outstanding System Obligations and the bonds or indebtedness then
proposed to be issued, or (ii) the Net Revenues for the fiscal year succeeding the year in which the parity
bonds or indebtedness are to be issued are projected to be sufficient in amount, taking into account any
enacted System rate increases, to be not less than 110% of the maximum annual debt service
requirements (including principal, interest and financing, servicing and administrative fees) on all
outstanding System Obligations and the bonds or indebtedness then proposed to be issued.
The additional bonds or other indebtedness, the issuance of which is restricted and conditioned
by this Section, shall not be deemed to mean bonds or other indebtedness the security and source of
payment of which are subordinate and subject to the priority of the Bond, and such additional bonds and
Page 15
Ordinance: 6737
File Number.' 2024-1728
indebtedness may be issued without complying with the terms of this Section.
The provisions of this Section may be waived by the holders of 75% in principal amount of the
Bond at any time outstanding.
Section 16. It is covenanted and agreed by the City with the Bondholder and the Commission
that it will faithfully and punctually perform all duties with reference to the System required by the
Constitution and laws of the State of Arkansas and by this Ordinance, including, without limitation, the
making and collecting of reasonable and sufficient rates lawfully established for services rendered by the
System, segregating the Revenues and applying them to the respective funds maintained pursuant to this
Ordinance.
The City covenants and agrees that the Bondholder shall have the protection of all the provisions
of the Authorizing Legislation and this Ordinance, and that the City will diligently proceed to enforce
those provisions to the end of the Bondholder realizing fully upon its security. If the City shall fail to
proceed within thirty (30) days after written request shall have been filed by the Bondholder, the
Bondholder may proceed to enforce all such provisions.
If there be any default in the payment of the principal of or interest on the Bond, or if the City
defaults in any ADFA Bond Fund requirement or in the performance of any of the other covenants
contained in this Ordinance or in the Bond Purchase Agreement, the Bondholder and the Commission
(with respect to covenants contained in the Bond Purchase Agreement) may, by proper suit, compel the
performance of the duties of the officials of the City under the laws of the State of Arkansas. No
remedy herein conferred upon or reserved to the Bondholder is intended to be exclusive of any other
remedy or remedies herein provided or provided by law, and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or given by law. No delay or omission of the
Bondholder to exercise any right or power accrued upon any default shall impair any such right or
power or shall be construed to be a waiver of any default or an acquiescence therein, and every power
and remedy given by this Ordinance to the Bondholder may be exercised from time to time and as often
as may be deemed expedient.
No waiver of any default shall extend to or affect any other existing or any subsequent default or
defaults or impair any rights or remedies consequent thereon. Any costs of enforcement of the Bond or
of any provision of this Ordinance, including reasonable attorney's fees, shall be paid by the City. The
Servicer may enforce all rights and exercise all remedies available to the Bondholder in the event the
Servicing Fee is not paid when due.
Section 17. When the Bond has been executed by the Mayor and City Clerk and the seal of
the City impressed thereon as herein provided, it shall be delivered to the Bondholder upon the payment
of all or a portion of the purchase price in accordance with the Bond Purchase Agreement. The purchase
price shall be deposited, as and when received, in a special account of the City hereby created in a bank
that is a member of the Federal Deposit Insurance Corporation and designated the "2024 Water
Construction Fund" (the "Construction Fund"). The moneys in the Construction Fund shall be used for
accomplishing the Project, paying or reimbursing expenses incidental thereto and paying the expenses of
issuing the Bond approved in accordance with the Bond Purchase Agreement. Payments from the
Construction Fund shall be by check or voucher signed by the Finance Director or his or her designee,
and drawn on the depository. Each such check or voucher shall briefly specify the purpose of the
Page 16
Ordinance: 6737
File Number: 2024-1728
expenditure.
When the Project has been completed and all required expenses paid and expenditures made
from the Construction Fund for and in connection with the accomplishment of the Project and the
financing thereof, this fact shall be evidenced by a certificate signed by the Finance Director or his or
her designee, and by the consulting engineer, which certificate shall state, among other things, the date
of the completion and that all obligations payable from the Construction Fund have been discharged. A
copy of the certificate shall be filed with the depository bank, the Bondholder and the Commission.
Disbursements shall be made by the Bondholder for costs of the Project pursuant to written
Disbursement Requests as provided in the Bond Purchase Agreement.
Section 18. The terms and provisions of this Ordinance shall constitute a binding contract
among the City, the Bondholder and the Commission, and no variation or change in the undertaking
herein set forth shall be made while the Bond is outstanding unless consented to in writing by the
Bondholder and the Commission.
Section 19. The City covenants and agrees that it will maintain the System in good condition
and operate it in an efficient manner and at reasonable cost. The City agrees to keep proper records,
books and accounts relating to the operation of the System, which shall be kept separate from all other
records and accounts of the City, in which complete and correct entries shall be made of all transactions
relating to the operation of the System in accordance with generally accepted government accounting
standards. Such books shall be available for inspection by the Bondholder and the Commission, or the
agent or the representative of either, at reasonable times and under reasonable circumstances. The City
agrees to have these records audited annually. If requested, the City agrees to furnish the audit report
with respect to the System to the Bondholder and the Commission.
Section 20. The City agrees that the Bondholder may pledge the Bond as security for the
payment of its revolving loan fund revenue bonds (the "ADFA Bonds"), and the trustee or municipal
bond insurer for the ADFA Bonds may exercise any rights or remedies available to the Bondholder
under this Ordinance or the Bond Purchase Agreement while the Bond is pledged and/or the ADFA
Bonds are insured. In addition, the City agrees that while the Bond is pledged and/or the ADFA Bonds
are insured, copies of all financial information relating to the City and the System shall be furnished to
the trustee and/or the municipal insurer for the ADFA Bonds.
Section 21. The Mayor, City Clerk and Finance Director, for and on behalf of the City, are
hereby authorized and directed to do any and all things necessary to effect the issuance, sale, execution
and delivery of the Bond and to effect the execution and delivery of the Bond Purchase Agreement, and
to perform all of the obligations of the City under and pursuant thereto. The Mayor, City Clerk and
Finance Director are further authorized and directed, for and on behalf of the City, to execute all papers,
documents, certificates and other instruments that may be required for the carrying out of such authority
or to evidence the exercise thereof.
Section 22. References in this Ordinance to "Bondholder" shall include the original
Bondholder or any registered assign thereof.
Section 23. Kutak Rock LLP, Little Rock, Arkansas, is hereby appointed to act as Bond
Page 17
Ordinance: 6737
File Number: 2024-1728
Counsel on behalf of the City in connection with the issuance and sale of the Bond.
Section 24. The provisions of this Ordinance are hereby declared to be severable, and if any
section, phrase or provision shall for any reason be declared to be illegal or invalid, such declaration
shall not affect the validity of the remainder of the sections, phrases or provisions of this Ordinance.
Section 25. All ordinances, resolutions and parts thereof in conflict herewith are hereby
repealed to the extent of such conflict.
ADOPTED AND APPROVED THIS DAY OF _ li I 2024.
PASSED and APPROVED on April 16.2024
Attest:
op
�� - � _ •FAY : �.
Kara Paxton, City Clerk freasurerZo
%�'• gRKAN`'P•J`�J�
',' NG TOA
This publication was paid for by the City Clerk -Treasurer of the City of Fayetteville, Arkansas.
Amount Paid: $
Page 18
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF APRIL 16, 2024
CITY COUNCIL MEMO
2024-1728
TO: Mayor Jordan and City Council
THRU: Paul Becker, Chief Financial Officer
FROM: Steven Dotson, Internal Auditor
SUBJECT: Authorization of the City to issue $85,000,000 in Water and Sewer System revenue
bonds for the West Transmission Line
RECOMMENDATION:
Recommend approval of an ordinance authorizing the issuance by the City not to exceed $85,000,000 in
aggregate principal amount of it's Water and Sewer System Revenue Bonds and approval of a Budget
Adjustment.
BACKGROUND:
Note: Final documents including loan terms, amortization schedule, and additional documentation will be
attached when received from the state. This item is being routed through for approvals prior to receiving the
final terms from the State due to the time sensitive nature of this project.
The City is constructing a new 48 inch transmission water line to keep up with the rising water demand in
Fayetteville. The City applied for an Arkansas Department of Agriculture Drinking Water State Revolving Loan
in March of 2023 to fund this project. The City received notice in July of 2023 that the loan funding application
was approved. On August 1, 2023 the City Council passed Resolution 169-23 authorizing Mayor Jordan to
approve and execute loan terms with the Arkansas Natural Resources Division as well as other documents
and required certifications. On October 2nd of 2023, Mayor Jordan signed a Memorandum of Agreement with
the Arkansas Natural Resources Commission establishing the West Transmission Line project funding and the
planning and design schedule for improvements funded by the State Revolving Loan Fund program. In
following that memorandum of agreement, the City Council is required to hold a public hearing and pass an
ordinance authorizing the City to issue bond funding.
DISCUSSION:
Spanning over 11 miles, the City's West Transmission Waterline will begin at a new Beaver Water District
facility near Elm Springs and head southward through Elm Springs and Tontitown, crossing Hwy 412 and
continuing into Fayetteville. The line will turn east and tie into an existing 36-inch waterline located near the
Hwy 112 and Van Asche Drive intersection. The new 48-inch West Transmission Waterline project will secure
access to safe drinking water and meet the City's projected maximum demands.
Detailed engineering design work began in 2022 and is anticipated to be completed mid-2024. The new
waterline is anticipated to be connected to Beaver Water District's Western Corridor Pump Station in 2026.
The City has been awarded, and has accepted, use of the Arkansas Natural Resources Division Drinking
Water State Revolving Loan Fund (DWSRF). The total funding amount will be finalized in June 2024 after loan
Mailing address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
certification and closing are complete. Utilizing the DWSRF, the funding is structured as a bond issue, and the
City is pledging Water and Sewer revenue to secure the bond. In order to complete the loan certification and
closing by 6/28/24, the City is required to hold a public hearing and pass an ordinance authorizing the issuance
of $85,000,000 in bond funding. This loan program offers municipalities and utilities access to low -interest rate
loans, saving overall loan costs compared to market rates. The DWSRF (Drinking Water State Revolving
Fund) program is administered by the Arkansas Department of Agriculture with joint funding from the U.S.
Environmental Protection Agency and the state of Arkansas. DWSRF programs operate around the country to
provide states and communities the resources necessary to maintain and improve the infrastructure that
protects our valuable water resources nationwide.
BUDGET/STAFF IMPACT:
This project is going to be funded by the Arkansas Department of Agriculture Drinking Water State Revolving
Fund.
ATTACHMENTS: Legislation Text - Ord -FAYETTEVILLE W&S RLF 2024 - Bond Ordinance (04/04/2024)
(#2), Fayetteville W&S RLF 2024 - Bond Purchase Agreement (04-05-2024) (#3), Previous Versions of
Ordinance (#4), Previous Version of Bond Purchase Agreement (#5), $85 Million Bond Memo (#6), Ord 6737 in
PDF Format
Mailing address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
Received from Steven Dotson on
04/05/2024 at 1:37 p.m.
BOND PURCHASE AGREEMENT
City of Fayetteville, Arkansas
113 West Mountain Street
Fayetteville, Arkansas 72701
Attention: Mayor
Ladies and Gentlemen:
Certain terms used in this Bond Purchase Agreement are defined as follows:
Issuer:
Principal Amount:
Interest Rate:
Servicing Fee:
Administrative Fee:
Bond:
Bond Counsel:
2024
City of Fayetteville, Arkansas
$85,000,000 (See Exhibit B)
0.00% per annum of the outstanding principal
amount of the Bond (see Exhibit A)
0.75% per annum of the outstanding principal
amount of the Bond (see Exhibit A)
$ -0-
City of Fayetteville, Arkansas Water and Sewer
System Revenue Bond, Series 2024
Kutak Rock LLP
Bond Ordinance: Ordinance No. of the Issuer, adopted
on , 2024, under which the Bond is to be
issued and secured
Rate Ordinance: Ordinance No. 6681 of the Issuer adopted on
September 19, 2023, pursuant to which water rates
and sewer rates are levied and water revenues and
sewer revenues are collected
Security:
Revenues ("System Revenues") of the Issuer's
combined water and sewer system (the "System")
Closing: 10:00 a.m., prevailing local time, on ,
2024, or at such other time or on such later date as
is mutually agreed upon, at the offices of Bond
Counsel in Little Rock, Arkansas
4887-2455-4666.4
Disbursement Cut Off Date: April 1, 2027
Authorizing
Legislation: Amendment 65 to the Constitution of the State of
Arkansas and Arkansas Code Annotated § 14-164-
401 et seq., § 14-234-201 et seq. and § 14-235-201 et
seq.
The Arkansas Natural Resources Commission (the "Commission") and the Arkansas
Development Finance Authority (the "Authority") hereby offer to enter into this Bond Purchase
Agreement (the "Agreement") with you (the "Issuer") for the purchase by the Authority from
moneys in the Drinking Water State Revolving Loan Fund Account, created by Arkansas Code
Annotated §15-22-1102, as the same may be amended from time to time, including the Drinking
Water Loan Account being held in connection with the Authority's Revolving Loan Fund
Revenue Bonds (the "Revolving Loan Fund"), and the sale by you of the Bond of the Issuer
more particularly described below. Upon approval by you and by the execution of the
acceptance hereof by the Mayor of the Issuer, this Agreement shall be in full force and effect in
accordance with its terms and shall be valid, binding and enforceable upon the Issuer, the
Commission and the Authority.
Further terms of this Agreement are:
1. Upon the terms and conditions and upon the basis of the representations herein set
forth, the Authority hereby agrees to purchase from the Issuer and the Issuer hereby agrees to sell
to the Authority the entire Principal Amount of the Bond to be issued under and secured by the
Bond Ordinance.
2. The Bond is being issued for the purpose of financing a portion of the cost of
planning, design and construction of a 48-inch water transmission line from the Beaver Water
District to the water system component of the Issuer's combined water and sewer system (the
"System"), together with related improvements, as described in the facilities plan furnished by
the Issuer to and concurred with by the Commission (the "Project"), paying or reimbursing costs
incidental thereto, and paying approved expenses incurred in connection with the issuance of the
Bond, all as set forth in Exhibit B hereto.
3. The Bond and Servicing Fee shall be secured by a pledge of and payable from
revenues of the System (the "System Revenues"). Rates for usage of the System (the "Rates")
have been levied and the System Revenues are collected pursuant to the Rate Ordinance.
4. The Bond shall be dated the date of the Closing. The Bond shall be authorized in
an amount up to the Principal Amount identified above, and shall bear interest at the Interest
Rate identified above. Principal and interest shall be amortized in accordance with the schedule
set forth on Exhibit A attached hereto (which is based upon monthly repayment of principal and
interest commencing one month following the Disbursement Cut Off Date and a 20-year
amortization), and the Issuer shall pay to the Authority on or before the first business day of each
month, commencing May 1, 2027, an amount equal to the next installment of interest and
principal due on the Bond, as shown in Exhibit A, to and including April 1, 2047. In addition to
2
4887-2455-4666.4
the payment of principal and interest on the Bond, the Issuer shall be obligated to pay the
Servicing Fee to the Authority. The Servicing Fee shall be payable on the first day of the month
after the Bond is issued and on the first day of each month thereafter through the Disbursement
Cut Off Date and continuing thereafter on the same dates shown in Exhibit A. The payment of
the Servicing Fee is expressly made subordinate to the payment of the principal of and interest
on the Bond. The Issuer agrees that any delay in completion of the Project beyond the
Disbursement Cut Off Date shall not result in any extension of the date on which principal and
interest payments are to be made on the Bond. The Bond shall be subject to redemption prior to
maturity, shall be payable, and shall be as otherwise described in the Bond Ordinance. Interest
on the Bond shall not be excludable from gross income for federal income tax purposes.
5. The Issuer recognizes that the Authority and the Commission shall be under no
obligation to provide any funds to the Issuer other than the proceeds of the Bond. If, for any
reason, the Issuer does not utilize the entire Bond proceeds, then in such event the Principal
Amount of the Bond will be reduced to the amount actually withdrawn. Any reduction of the
Bond pursuant to this provision shall result in pro rata reductions of the remaining installments
of principal so that the weighted average life of the Bond immediately following any such
reduction shall be substantially equal to the weighted average life of the Bond immediately prior
to such reduction. The Authority agrees to accept, or cause the registered owner of the Bond to
accept, a new Bond from the Issuer reflecting the revised payment schedule.
6. Subject to the terms and conditions and upon the basis of the representations
herein set forth, the Authority hereby agrees to purchase the Bond from the Issuer in installments
from time to time from moneys in the Revolving Loan Fund in an amount up to the Principal
Amount, and the Issuer hereby agrees to sell the Bond to the Authority at a price of one hundred
percent (100%) of the Principal Amount of the Bond purchased from time to time. The purchase
price of the Bond shall be paid in a series of advances in accordance with the provisions of
paragraph 7. The initial advance of the purchase price of the Bond shall take place at the
Closing. At the Closing, the Issuer will deliver, or cause to be delivered, to the Authority a
single typewritten bond, duly executed and authenticated, together with the other documents
herein required, and the Authority will accept delivery and make the initial advance of the
purchase price of the Bond by wire transfer of immediately available funds or by certified or
official bank cashier's check as directed by the Issuer. If the Closing and the initial advance do
not occur within 180 days from the date hereof, then the Authority's obligation to purchase the
Bond is terminated.
7. So long as the Issuer is in compliance with the terms and provisions of this
Agreement and the Bond Ordinance and the representations and warranties of the Issuer made
herein remain true and correct, the Authority agrees to make, and the Commission agrees to
approve, advances of the purchase price of the Bond ("Disbursements") from moneys in the
Revolving Loan Fund as follows:
(a) Disbursements shall only be made based upon actual work completed;
(b) The Issuer may request reimbursement for costs not more often than
monthly, provided, however, during the Project performance period requests for
reimbursement shall be limited to quarterly;
9
4887-2455-4666.4
(c) Disbursements shall be made for costs incurred prior to the Disbursement
Cut Off Date, and no Disbursement shall be made following the Disbursement Cut Off
Date;
(d) Disbursements shall be made for eligible work called for in the
engineering services contract and in the plans and specifications approved by the
Commission and for Bond issuance costs eligible under Title XV of the Rules of the
Commission Governing Loans for the Safe Drinking Water Fund, as now or hereafter
amended ("Title XV Rules"); and
(e) All requests for Disbursements must be made in accordance with the
Title XV Rules and shall be made by forwarding a completed copy of a Disbursement
Request, in the form attached as Exhibit C hereto, to the Commission, along with
documentation for eligible Project Costs incurred since the last Disbursement Request
and not previously submitted.
8. In connection with the issuance and sale of the Bond to the Authority, the Issuer
further agrees to comply with the federal requirements set forth on the attached exhibit D
(Required Federal Conditions for SRF Loans), unless such requirement is waived by the
Commission and the Environmental Protection Agency. If the Issuer fails to comply with the
federal requirements, the Issuer may be required to pay the amount of the Disbursements in
accordance with the payment schedule in Exhibit A. For purposes of Exhibit D, the term
"Borrower" therein shall have the same meaning as "Issuer" herein.
9. The parties hereto acknowledge that the Authority intends to pledge the Bond to
the Trustee for the Authority's Revolving Loan Fund Revenue Bonds (the "ADFA Bonds"). The
Authority agrees not to make any other transfer or attempt to transfer the Bond without the prior
written consent of the Commission and without written disclosure to the transferee that the
interest on the Bond is includable in gross income for federal income tax purposes. Upon
transfer of the Bond, the Authority and the Commission may assign their rights hereunder to the
new owner of the Bond without consent of the Issuer. The Issuer shall not purchase any of the
ADFA Bonds or any other bonds issued for the purpose of providing funds to the Authority to
purchase the Bond.
10. The Issuer represents and warrants to, and agrees with the Authority and the
Commission that:
(a) The Issuer is a city of the first class, duly organized and validly existing
under the laws of the State of Arkansas, and has, and at the date of Closing will have, full
legal right, power and authority (i) to enter into this Agreement, (ii) to adopt the Bond
Ordinance and the Rate Ordinance, (iii) to issue, sell and deliver the Bond to the
Authority as provided herein, (iv) to levy the Rates and pledge the System Revenues, and
(v) to carry out and consummate the transactions contemplated by this Agreement and the
Bond Ordinance;
(b) The Issuer has complied, and will at the date of Closing be in compliance,
in all respects, with the Authorizing Legislation;
El
4887-2455-4666.4
(c) By adoption of the Bond Ordinance pursuant to the Authorizing
Legislation, the Issuer has duly authorized and approved the execution and delivery of,
and the performance by the Issuer of the obligations contained in, the Bond and this
Agreement and, when delivered to and paid for by the Authority (in the manner described
herein) at the Closing in accordance with the provisions of this Agreement, the Bond will
have been duly authorized, executed, issued and delivered and will constitute a valid and
binding obligation of the Issuer in accordance with its terms, in conformity with the
Authorizing Legislation, entitled to the benefit and security of the Bond Ordinance;
(d) The financial statements of the Issuer delivered to the Commission and the
Authority are true and correct in all respects, have been prepared in accordance with
generally accepted governmental accounting standards for municipalities, consistently
applied, and fairly present the financial condition of the Issuer as of their respective
dates;
(e) The execution and delivery of this Agreement and the Bond, the adoption
of the Bond Ordinance and the Rate Ordinance, the pledge of the System Revenues to the
Bond, and the carrying out and consummation of the transactions contemplated by this
Agreement and the Bond Ordinance will not conflict with or constitute a breach of or
default under any applicable law or administrative regulation of the State of Arkansas or
the United States or any judgment or decree or any agreement or other instrument to
which the Issuer is a party or is otherwise subject;
(f) There is no action, suit, proceeding or investigation involving the Issuer
before or by any court, public board or body pending or, to the knowledge of the Issuer,
threatened wherein an unfavorable decision, ruling or finding would: (i) affect the
creation, organization, existence or powers of the Issuer or the titles of its officials to
their offices, (ii) enjoin or restrain the issuance, sale or delivery of the Bond, the fixing
and establishment of the Rates, the collection of the System Revenues or the pledge
thereof, (iii) in any way question or affect any of the rights, powers, duties or obligations
of the Issuer with respect to the System Revenues, (iv) in any way question or affect any
authority for the issuance of the Bond or the validity or enforceability of the Bond, the
Bond Ordinance or the Rate Ordinance, or (v) in any way question or affect this
Agreement or the transactions contemplated by this Agreement, or any other agreement
or instrument relating thereto to which the Issuer is a parry;
(g) The Rates have been duly fixed under the Rate Ordinance, and the System
Revenues have been duly pledged to the payment of the Bond under the Bond Ordinance
pursuant to the authority granted by the Authorizing Legislation; and
(h) The Issuer will promptly remit each Disbursement to the person or persons
to whom payment is then due and owing.
11. The Issuer covenants and agrees with the Commission and the Authority:
(a) To comply with all applicable federal and State of Arkansas statutes and
regulations, including particularly, without limitation, the Title XV Rules;
E
4887-2455-4666.4
(b) To utilize and expend the proceeds of the Bond in a timely and
expeditious manner by: (1) utilizing Bond proceeds for eligible Project Costs and
approved issuance costs, (2) proceeding expeditiously with and completing the Project,
and (3) completing all facilities recommended in the approved facilities plan;
(c) To establish and maintain adequate financial records for the Project in
accordance with "generally accepted governmental accounting standards" defined as, but
not limited to, those contained in the U.S. General Accounting Office (GAO) publication
"Standards for Audit of Governmental Organizations, Programs, Activities and
Functions" (February 27, 1981), and make these records available to the Commission, the
EPA Inspector General, or their authorized representatives;
(d) To undertake the Project on its own responsibility and release and hold
harmless the Commission and the Authority, and their officers, members, directors and
employees, from any claim arising in connection with the design, construction or
operation of the Project or any other aspect of the System, including any matter due
solely to their own negligence;
(e) To comply with all terms and conditions of any construction contracts,
architectural or engineering agreements, and other agreements to which the Issuer is a
party affecting the Project, the premises of the System, and its operations and to require
its construction contractor to furnish both a performance bond and payment bond in the
full amount of the construction contract for the Project;
(f) To become familiar with and comply with all federal and state laws
pertaining to equal employment opportunities ensuring that all engineers and contractors
for the Project do not discriminate against any person on the basis of race, color, religion,
sex, age, national origin or handicap;
(g) To provide complete (unaudited) financial statements and budget
information for the System to the Commission, within 30 days of a written request from
the Commission, for any year(s) during which this Agreement is in effect;
(h) To maintain and operate the System in a sound and economical manner
and in accordance with standards as may be required or prescribed by federal, state or
local regulatory agencies;
(i) To obtain, review and make a determination that the Project is in
compliance with the Arkansas Water Plan; and
0) To comply with the federal requirements set forth in Exhibit D attached
hereto unless such requirements are waived by the Commission and the Environmental
Protection Agency. (For purposes of Exhibit D, the term `Borrower" therein shall have
the same meaning as the term "Issuer" herein.)
12. The Authority and the Commission have entered into this Agreement in reliance
upon the representations and agreements of the Issuer herein and the performance by the Issuer
of its obligations hereunder, both as of the date hereof and as of the date of the Closing. The
on
4887-2455-4666.4
obligations of the Authority and the Commission under this Agreement are and shall be subject
to the following further conditions:
(a) At the Closing, the Bond Ordinance and the Rate Ordinance shall be in
full force and effect and shall not have been amended, modified or supplemented after the
date hereof except as may have been agreed to by the Authority and the Commission, and
the Issuer shall have duly adopted and there shall be in full force and effect such other
ordinances and resolutions as, in the opinion of Bond Counsel and the Commission, shall
be necessary in connection with the transactions contemplated hereby.
(b) The representations and warranties of the Issuer contained herein shall be
true, complete and correct on the date hereof and on and as of the date of the Closing, as
if made on and as of the date of the Closing.
(c) At or prior to the Closing, the Commission and the Authority shall have
received the following:
(1) The Bond Ordinance and the Rate Ordinance, certified by the
Issuer under its seal as having been duly adopted and as being in full force and
effect, with only such amendments as may have been agreed to by the
Commission and the Authority;
(2) An unqualified approving opinion, dated the date of the Closing, of
Bond Counsel, in form and substance satisfactory to the Commission and the
Authority, to the effect that:
(i) the Issuer is duly created and validly existing as a city of
the first class under the laws of the State of Arkansas, with the power to
adopt the Bond Ordinance and the Rate Ordinance, to perform the
agreements on its part contained in the Bond Ordinance, and to issue the
Bond;
(ii) the Bond has been duly authorized and issued by the Issuer
and is a valid and binding special obligation of the Issuer enforceable in
accordance with its terms;
(iii) the Bond is secured by an irrevocable pledge of the System
Revenues as provided in the Bond Ordinance, which pledge is valid and
enforceable; and
(iv) the interest on the Bond is exempt from all Arkansas state,
county and municipal taxes;
(3) A supplemental opinion, dated the date of Closing, of Bond
Counsel, in form and substance satisfactory to the Commission and the Authority,
to the effect that (i) the Bond and the Bond Ordinance conform in both form and
tenor to the provisions relating thereto summarized in the Term Sheet relating to
the Bond, (ii) if the Bond were being purchased on a tax-exempt basis, the Bond
7
4887-2455-4666.4
would not constitute a "private activity bond" within the meaning of Section 141
of the Internal Revenue Code of 1986, as amended, (iii) the Agreement has been
authorized, executed and delivered by the Issuer and is a binding and enforceable
agreement of the Issuer enforceable in accordance with its terms, and (iv)
covering such other matters as may reasonably be requested by the Authority and
the Commission;
(4) A certificate dated the date of the Closing and signed by the Mayor
and City Clerk of the Issuer to the effect that: (i) the representations and
warranties of the Issuer contained herein are true and correct in all material
respects on and as of the date of the Closing as if made on the date of the Closing,
(ii) the Issuer has complied with all agreements and covenants and satisfied all
conditions on its part to be complied with or satisfied at or prior to the Closing,
and (iii) there has been no material adverse change in the business, property or
financial condition of the System and the System has not incurred any material
liabilities other than in the normal course of business which have not been
disclosed in writing to the Commission and the Authority since the date of the
latest financial statements submitted to the Commission and the Authority;
(5) Two counterpart originals of a transcript of all proceedings relating
to the authorization and issuance of the Bond; and
(6) Such additional legal opinions, certificates, proceedings,
instruments and other documents as the Commission, the Authority and Bond
Counsel may reasonably request to evidence compliance by the Issuer with legal
requirements, the truth and accuracy, as of the time of Closing, of the
representations of the Issuer herein contained, and the due performance or
satisfaction by the Issuer at or prior to such time of all agreements then to be
performed and all conditions then to be satisfied by the Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions
hereof if, but only if, they are in form and substance satisfactory to the Commission and the
Authority. The performance of any and all obligations of the Issuer under this Agreement and
the performance of any and all conditions contained herein for the benefit of the Authority and
the Commission may be waived by the Authority and the Commission in their sole discretion.
13. The Issuer covenants and agrees with the Authority as follows:
(a) For purposes of this Agreement, the following terms shall have the
meanings set forth below.
"Financial Obligation" shall mean a
(i) debt obligation;
4887-2455-4666.4
(ii) derivative instrument entered into in connection with, or
pledged as security or a source of payment for, an existing or planned debt
obligation; or
(iii) guarantee of obligations described in (i) or (ii).
The term Financial Obligation shall not include municipal securities as to
which a final official statement has been provided to the Municipal Securities
Rulemaking Board consistent with Rule 15c2-12.
"Rule 15c2-12" shall mean Rule 15c2-12 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as the same
may be amended from time to time (17 C.F.R., Part 240 §240.15c2-12).
"Obligated Person" shall mean any person who is committed by contract
or other arrangement to support payments in a sum equal to twenty percent (20%)
or more of the aggregate payments of the loans, including the Bond, which
comprise the Revolving Loan Funds administered by the Authority, and which are
pledged as security for ADFA Bonds.
(b) If, during any fiscal year of the Authority, the outstanding obligations of
the Issuer under the terms of the Bond shall cause the Issuer to be deemed an Obligated
Person, and unless in the opinion of bond counsel for the ADFA Bonds an exemption
from Rule 15c2-12 is then available, the Issuer shall, upon notice from the Authority, on
or before October 25th after the close of each fiscal year of the Authority, furnish the
Authority (i) a copy of the latest financial statements of the Issuer (or the System if
separately audited) prepared in accordance with generally accepted government
accounting standards and audited by its independent auditors (or, if not available as of
such date, the latest unaudited financial statements of the Issuer (or the System if
separately audited) and, as soon thereafter as available, the audited financial statements)
and (ii) such financial information and operating data relating to the Issuer and the
System as agreed to by the Issuer and the Authority.
(c) The Issuer shall provide to the Authority, within five (5) business days
after the occurrence thereof, notice of any of the following events with respect to the
Bond:
(1) any principal or interest payment delinquency with respect to the
=4
(2) any non-payment related default under the Bond Ordinance, the
Bond or this Agreement, if material;
(3) any event that would cause the Bond to be a "private activity bond"
under the Internal Revenue Code of 1986, as amended;
(4) any release, substitution or sale of property securing repayment of
the Bond, if material;
I
4887-2455-4666.4
(5) bankruptcy, insolvency, receivership or similar event of the Issuer;
(6) the consummation of a merger, consolidation or acquisition
involving the Issuer or the sale of all or substantially all of the assets of the Issuer,
other than in the ordinary course of business, the entry into a definitive agreement
to undertake such action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
(7) incurrence of a Financial Obligation if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation, any of which affect owners of the ADFA Bonds, if material;
and
(8) default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a Financial Obligation, any of
which reflect financial difficulties.
(d) The Issuer's obligations under this paragraph shall terminate upon the
prior redemption or payment in full of the Bond.
(e) Nothing in this paragraph shall be deemed to prevent the Issuer from
disseminating any other information, or including any other information in any notice or
report made hereunder, in addition to that which is specifically required by this
paragraph. If the Issuer chooses to include any information in any report or notice made
hereunder in addition to that which is specifically required by this paragraph, the Issuer
shall have no obligation hereunder to update such information or include it in any future
report or notice.
(f) The reporting requirements set forth in this Agreement are in addition to
the financial reporting requirements set forth in the Bond Ordinance.
14. All notices, demands and formal actions hereunder will be in writing mailed,
telegraphed or delivered to the parties at the following addresses:
The Issuer: City of Fayetteville, Arkansas
113 West Mountain Street
Fayetteville, Arkansas 72701
Attention: Mayor
The Commission: Arkansas Natural Resources Commission
101 E. Capitol Avenue, Suite 350
Little Rock, Arkansas 72203
Attention: Zach Smith
The Authority: Arkansas Development Finance Authority
1 Commerce Way, Suite 602
Little Rock, Arkansas 72202
Attention: Chief Financial Officer
10
4887-2455-4666.4
15. The Issuer shall create a special fund designated as the "Depreciation Fund" (the
"Depreciation Fund"). The Issuer shall deposit into the Depreciation Fund, a sum equal to 5% of
the gross monthly System Revenues for the preceding month. Once the Depreciation Fund
reaches an amount equal to $8,500,000.00 (or such lesser amount as represents 10% of proceeds
of the Bond drawn) (the "Required Level"), the Issuer shall not be required to make further
deposits into the Depreciation Fund; provided, however, that monthly deposits must resume if
the amount in Depreciation Fund drops below the Required Level, until such time as the
Required Level is once again reached. Moneys in the Depreciation Fund may be used for the
purpose of paying the cost of necessary repairs or replacements to the System or for other
purposes approved by the Commission. Funds may only be withdrawn from the Depreciation
Fund with the prior written consent of the Commission.
16. All representations, warranties, and covenants of the Issuer contained herein shall
remain operative and in full force and shall survive (a) the execution and delivery of this
Agreement, (b) any investigation made by or on behalf of the Commission or the Authority, (c)
the purchase of the Bond hereunder, and (d) any disposition of or payment for the Bond.
17. Any audit or review of plans and specifications and any inspection of the work
shall be for the Commission's convenience only in order to determine that they are within the
approved scope of the Project. No such review and inspection, approvals and disapprovals shall
be an undertaking by the Commission of responsibility for design or construction.
18. Neither the Commission nor the Authority is a partner, joint venturer, or in any
other way a party to the Project or the operation of the System. Neither the Commission nor the
Authority shall in any way be liable or responsible by reason of the provisions hereof to the
Issuer or to any third party for the payment of any claims in connection therewith.
19. This Agreement may be executed in any number of counterparts with each
executed counterpart constituting an original but all of which together shall constitute one and
the same instrument.
11
4887-2455-4666.4
20. This Agreement will inure to the benefit of and be binding upon the parties hereto
and their successors and will not confer any rights upon any other person. This Agreement shall
be governed by and construed in accordance with the laws of the State of Arkansas.
ARKANSAS NATURAL RESOURCES
COMMISSION
By:_
Title:
ARKANSAS DEVELOPMENT FINANCE
AUTHORITY
By:_
Title:
ACCEPTED this day of 92024.
CITY OF FAYETTEVILLE, ARKANSAS
By:
Title: Mayor
12
4887-2455-4666.4
EXHIBIT A
Amortization Schedule
Date
Payment Amount
Interest
Servicing Fee
Principal
May 1, 2027
$ 381,503.44
$ -0-
$ 53,125.00
$ 328,378.44
June 1, 2027
381,503.44
-0-
52,919.76
328,583.68
July 1, 2027
381,503.44
-0-
52,714.40
328,789.04
August 1, 2027
381,503.44
-0-
52,508.91
328,994.53
September 1, 2027
381,503.44
-0-
52,303.28
329,200.16
October 1, 2027
381,503.44
-0-
52,097.53
329,405.91
November 1, 2027
381,503.44
-0-
51,891.66
329,611.78
December 1, 2027
381,503.44
-0-
51,685.65
329,817.79
January 1, 2028
381,503.44
-0-
51,479.51
330,023.93
February 1, 2028
381,503.44
-0-
51,273.25
330,230.19
March 1, 2028
381,503.44
-0-
51,066.85
330,436.59
April 1, 2028
381,503.44
-0-
50,860.33
330,643.11
May 1, 2028
381,503.44
-0-
50,653.68
330,849.76
June 1, 2028
381,503.44
-0-
50,446.90
331,056.54
July 1, 2028
381,503.44
-0-
50,239.99
331,263.45
August 1, 2028
381,503.44
-0-
50,032.95
331,470.49
September 1, 2028
381,503.44
-0-
49,825.78
331,677.66
October 1, 2028
381,503.44
-0-
49,618.48
331,884.96
November 1, 2028
381,503.44
-0-
49,411.05
332,092.39
December 1, 2028
381,503.44
-0-
49,203.49
332,299.95
January 1, 2029
381,503.44
-0-
48,995.81
332,507.63
February 1, 2029
381,501.44
-0-
48,787.99
332,715.45
March 1, 2029
381,503.44
-0-
48,580.04
332,923.40
April 1, 2029
381,503.44
-0-
48,371.96
333,131.48
May 1, 2029
381,503.44
-0-
48,163.76
333,339.68
June 1, 2029
381,503.44
-0-
47,955.42
333,548.02
FEW
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
July 1, 2029
$ 381,503.44
$ -0-
$ 47,746.95
August 1, 2029
381,503.44
-0-
47,538.35
September 1, 2029
381,503.44
-0-
47,329.63
October 1, 2029
381,503.44
-0-
47,120.77
November 1, 2029
381,503.44
-0-
46,911.78
December 1, 2029
381,503.44
-0-
46,702.66
January 1, 2030
381,503.44
-0-
46,493.41
February 1, 2030
381,503.44
-0-
46,284.03
March 1, 2030
381,503.44
-0-
46,074.52
April 1, 2030
381,503.44
-0-
45,864.87
May 1, 2030
381,503.44
-0-
45,655.10
June 1, 2030
381,503.44
-0-
45,445.19
July 1, 2030
381,503.44
-0-
45,235.16
August 1, 2030
381,503.44
-0-
45,024.99
September 1, 2030
381,503.44
-0-
44,814.69
October 1, 2030
381,503.44
-0-
44,604.26
November 1, 2030
381,503.44
-0-
44,393.70
December 1, 2030
381,503.44
-0-
44,183.00
January 1, 2031
381,503.44
-0-
43,972.18
February 1, 2031
381,503.44
-0-
43,761.22
March 1, 2031
381,503.44
-0-
43,550.13
April 1, 2031
381,503.44
-0-
43,338.91
May 1, 2031
381,503.44
-0-
43,127.56
June 1, 2031
381,503.44
-0-
42,916.07
July 1, 2031
381,503.44
-0-
42,704.46
August 1, 2031
381,503.44
-0-
42,492.71
September 1, 2031
381,503.44
-0-
42,280.83
October 1, 2031
381,503.44
-0-
42,068.81
November 1, 2031
381,503.44
-0-
41,856.66
FEW
Principal
333,756.49
333,965.09
334,173.81
334,382.67
334,591.66
334,800.78
335,010.03
335,219.41
335,428.92
335,638.57
335,848.34
336,058.25
336,268.28
336,478.45
336,688.75
336,899.18
337,109.74
337,320.44
337,531.26
337,742.22
337,953.31
33 8,164.53
338,375.88
338,587.37
338,798.98
339,010.73
339,222.61
339,434.63
339,646.78
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
December 1, 2031
$ 381,503.44
$ -0-
$ 41,644.39
January 1, 2032
381,503.44
-0-
41,431.97
February 1, 2032
381,503.44
-0-
41,219.43
March 1, 2032
381,503.44
-0-
41,006.75
April 1, 2032
381,503.44
-0-
40,793.94
May 1, 2032
381,503.44
-0-
40,581.00
June 1, 2032
381,503.44
-0-
40,367.92
July 1, 2032
381,503.44
-0-
40,154.71
August 1, 2032
381,503.44
-0-
39,941.37
September 1, 2032
381,503.44
-0-
39,727.89
October 1, 2032
381,503.44
-0-
39,514.28
November 1, 2032
381,503.44
-0-
39,300.54
December 1, 2032
381,503.44
-0-
39,086.66
January 1, 2033
381,503.44
-0-
38,872.65
February 1, 2033
381,503.44
-0-
38,658.51
March 1, 2033
381,503.44
-0-
38,444.23
April 1, 2033
381,503.44
-0-
38,229.82
May 1, 2033
381,503.44
-0-
38,015.27
June 1, 2033
381,503.44
-0-
37,800.59
July 1, 2033
381,503.44
-0-
37,585.78
August 1, 2033
381,503.44
-0-
37,370.83
September 1, 2033
381,503.44
-0-
37,155.75
October 1, 2033
381,503.44
-0-
36,940.53
November 1, 2033
381,503.44
-0-
36,725.18
December 1, 2033
381,503.44
-0-
36,509.69
January 1, 2034
381,503.44
-0-
36,294.07
February 1, 2034
381,503.44
-0-
36,078.31
March 1, 2034
381,503.44
-0-
35,862.42
April 1, 2034
381,503.44
-0-
35,646.40
FEW
Principal
339,859.05
340,071.47
340,284.01
340,496.69
340,709.50
340,922.44
341,135.52
341,348.73
341,562.07
341,775.55
341,989.16
342,202.90
342,416.78
342,630.79
342,844.93
343,059.21
343,273.62
343,488.17
343,702.85
343,917.66
344,132.61
344,347.69
344,562.91
344,778.26
344,993.75
345,209.37
345,425.13
345,641.02
345,857.04
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
May 1, 2034
$ 381,503.44
$ -0-
$ 35,430.24
June 1, 2034
381,503.44
-0-
35,213.94
July 1, 2034
381,503.44
-0-
34,997.51
August 1, 2034
381,503.44
-0-
34,780.94
September 1, 2034
381,503.44
-0-
34,564.24
October 1, 2034
381,503.44
-0-
34,347.40
November 1, 2034
381,503.44
-0-
34,130.43
December 1, 2034
381,503.44
-0-
33,913.32
January 1, 2035
381,503.44
-0-
33,696.08
February 1, 2035
381,503.44
-0-
33,478.70
March 1, 2035
381,503.44
-0-
33,261.19
April 1, 2035
381,503.44
-0-
33,043.53
May 1, 2035
381,503.44
-0-
32,825.75
June 1, 2035
381,503.44
-0-
32,607.82
July 1, 2035
381,503.44
-0-
32,389.76
August 1, 2035
381,503.44
-0-
32,171.57
September 1, 2035
381,503.44
-0-
31,953.23
October 1, 2035
381,503.44
-0-
31,734.77
November 1, 2035
381,503.44
-0-
31,516.16
December 1, 2035
381,503.44
-0-
31,297.42
January 1, 2036
381,503.44
-0-
31,078.54
February 1, 2036
381,503.44
-0-
30,859.52
March 1, 2036
381,503.44
-0-
30,640.37
April 1, 2036
381,503.44
-0-
30,421.08
May 1, 2036
381,503.44
-0-
30,201.66
June 1, 2036
381,503.44
-0-
29,982.09
July 1, 2036
381,503.44
-0-
29,762.39
August 1, 2036
381,503.44
-0-
29,542.55
September 1, 2036
381,503.44
-0-
29,322.58
Principal
346,073.20
346,289.50
346,505.93
346,722.50
346,939.20
347,156.04
347,373.01
347,590.12
347,807.36
348,024.74
348,242.25
348,459.91
348,677.69
348,895.62
349,113.68
349,331.87
349,550.21
349,768.67
349,987.28
350,206.02
350,424.90
350,643.92
350,863.07
351,082.36
351,301.78
351,521.35
351,741.05
351,960.89
352,180.86
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
October 1, 2036
$ 381,503.44
$ -0-
$ 29,102.46
November 1, 2036
381,503.44
-0-
28,882.21
December 1, 2036
381,503.44
-0-
28,661.83
January 1, 2037
381,503.44
-0-
28,441.30
February 1, 2037
381,503.44
-0-
28,220.64
March 1, 2037
381,503.44
-0-
27,999.83
April 1, 2037
381,503.44
-0-
27,778.89
May 1, 2037
381,503.44
-0-
27,557.82
June 1, 2037
381,503.44
-0-
27,336.60
July 1, 2037
381,503.44
-0-
27,115.25
August 1, 2037
381,503.44
-0-
26,893.75
September 1, 2037
381,503.44
-0-
26,672.12
October 1, 2037
381,503.44
-0-
26,450.35
November 1, 2037
381,503.44
-0-
26,228.44
December 1, 2037
381,503.44
-0-
26,006.40
January 1, 2038
381,503.44
-0-
25,784.21
February 1, 2038
381,503.44
-0-
25,561.89
March 1, 2038
381,503.44
-0-
25,339.42
April 1, 2038
381,503.44
-0-
25,116.82
May 1, 2038
381,503.44
-0-
24,894.08
June 1, 2038
381,503.44
-0-
24,671.20
July 1, 2038
381,503.44
-0-
24,448.18
August 1, 2038
381,503.44
-0-
24,225.02
September 1, 2038
381,503.44
-0-
24,001.72
October 1, 2038
381,503.44
-0-
23,778.28
November 1, 2038
381,503.44
-0-
23,554.70
December 1, 2038
381,503.44
-0-
23,330.99
January 1, 2039
381,503.44
-0-
23,107.13
February 1, 2039
381,503.44
-0-
22,883.13
E
Principal
352,400.98
352,621.23
352,841.61
353,062.14
353,282.80
353,503.61
353,724.55
353,945.62
354,166.84
354,388.19
354,609.69
354,831.32
355,053.09
355,275.00
355,497.04
355,719.23
355,941.55
356,164.02
356,386.62
356,609.36
356,832.24
357,055.26
357,278.42
357,501.72
357,725.16
357,948.74
358,172.45
358,396.31
358,620.31
4887-2455-4666.4
Date
March 1, 2039
April 1, 2039
May 1, 2039
June 1, 2039
July 1, 2039
August 1, 2039
September 1, 2039
October 1, 2039
November 1, 2039
December 1, 2039
January 1, 2040
February 1, 2040
March 1, 2040
April 1, 2040
May 1, 2040
June 1, 2040
July 1, 2040
August 1, 2040
September 1, 2040
October 1, 2040
November 1, 2040
December 1, 2040
January 1, 2041
February 1, 2041
March 1, 2041
April 1, 2041
May 1, 2041
June 1, 2041
July 1, 2041
Payment Amount
Interest
Servicing Fee
$ 381,503.44
$ -0-
$ 22,658.99
381,503.44
-0-
22,434.71
381,503.44
-0-
22,210.30
381,503.44
-0-
21,985.74
381,503.44
-0-
21,761.04
381,503.44
-0-
21,536.20
381,503.44
-0-
21,311.22
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
E
-0-
-0-
-0-
-0-
IN -0-
-0-
-0-
-0-
-0-
-0-
IN -0-
-0-
-0-
-0-
-0-
-0-
21,086.10
20,860.84
20,635.44
20,409.90
20,184.21
19,958.39
19,732.42
19,506.32
19,280.07
19,053.68
18,827.15
18,600.47
18,373.66
18,146.70
17,919.61
17,692.37
17,464.98
17,237.46
17,009.79
16,781.99
16,554.03
16,325.94
Principal
358,844.45
359,068.73
359,293.14
359,517.70
359,742.40
359,967.24
360,192.22
360,417.34
360,642.60
360,868.00
361,093.54
361,319.23
361,545.05
361,771.02
361,997.12
362,223.37
362,449.76
362,676.29
362,902.97
363,129.78
363,356.74
363,583.83
363,811.07
364,038.46
364,265.98
364,493.65
364,721.45
364,949.41
365,177.50
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
August 1, 2041
$ 381,503.44
$ -0-
$ 16,097.70
September 1, 2041
381,503.44
-0-
15,869.33
October 1, 2041
381,503.44
-0-
15,640.80
November 1, 2041
381,503.44
-0-
15,412.14
December 1, 2041
381,503.44
-0-
15,183.33
January 1, 2042
381,503.44
-0-
14,954.38
February 1, 2042
381,503.44
-0-
14,725.29
March 1, 2042
381,503.44
-0-
14,496.05
April 1, 2042
381,503.44
-0-
14,266.67
May 1, 2042
381,503.44
-0-
14,037.15
June 1, 2042
381,503.44
-0-
13,807.49
July 1, 2042
381,503.44
-0-
13,577.68
August 1, 2042
381,503.44
-0-
13,347.72
September 1, 2042
381,503.44
-0-
13,117.62
October 1, 2042
381,503.44
-0-
12,887.38
November 1, 2042
381,503.44
-0-
12,657.00
December 1, 2042
381,503.44
-0-
12,426.47
January 1, 2043
381,503.44
-0-
12,195.80
February 1, 2043
381,503.44
-0-
11,964.98
March 1, 2043
381,503.44
-0-
11,734.02
April 1, 2043
381,503.44
-0-
11,502.91
May 1, 2043
381,503.44
-0-
11,271.66
June 1, 2043
381,503.44
-0-
11,040.27
July 1, 2043
381,503.44
-0-
10,808.73
August 1, 2043
381,503.44
-0-
10,577.04
September 1, 2043
381,503.44
-0-
10,345.21
October 1, 2043
381,503.44
-0-
10,113.24
November 1, 2043
381,503.44
-0-
9,881.12
December 1, 2043
381,503.44
-0-
9,648.86
EWA
Principal
365,405.74
365,634.11
365,862.64
366,091.30
366,320.11
366,549.06
366,778.15
367,007.39
367,236.77
367,466.29
367,695.95
367,925.76
368,155.72
368,385.82
368,616.06
368,846.44
369,076.97
369,307.64
369,538.46
369,769.42
370,000.53
370,231.78
370,463.17
370,694.71
370,926.40
371,158.23
371,390.20
371,622.32
371,854.58
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
January 1, 2044
$ 381,503.44
$ -0-
$ 9,416.45
February 1, 2044
381,503.44
-0-
9,183.89
March 1, 2044
381,503.44
-0-
8,951.19
April 1, 2044
381,503.44
-0-
8,718.35
May 1, 2044
381,503.44
-0-
8,485.36
June 1, 2044
381,503.44
-0-
8,252.22
July 1, 2044
381,503.44
-0-
8,018.94
August 1, 2044
381,503.44
-0-
7,785.51
September 1, 2044
381,503.44
-0-
7,551.94
October 1, 2044
381,503.44
-0-
7,318.22
November 1, 2044
381,503.44
-0-
7,084.35
December 1, 2044
381,503.44
-0-
6,850.34
January 1, 2045
381,503.44
-0-
6,616.18
February 1, 2045
381,503.44
-0-
6,381.88
March 1, 2045
381,503.44
-0-
6,147.43
April 1, 2045
381,503.44
-0-
5,912.83
May 1, 2045
381,503.44
-0-
5,678.09
June 1, 2045
381,503.44
-0-
5,443.19
July 1, 2045
381,503.44
-0-
5,208.16
August 1, 2045
381,503.44
-0-
4,972.97
September 1, 2045
381,503.44
-0-
4,737.64
October 1, 2045
381,503.44
-0-
4,502.16
November 1, 2045
381,503.44
-0-
4,266.54
December 1, 2045
381,503.44
-0-
4,030.76
January 1, 2046
381,503.44
-0-
3,794.84
February 1, 2046
381,503.44
-0-
3,558.77
March 1, 2046
381,503.44
-0-
3,322.56
April 1, 2046
381,503.44
-0-
3,086.20
May 1, 2046
381,503.44
-0-
2,849.69
Principal
372,086.99
372,319.55
372,552.25
372,785.09
373,018.08
373,251.22
373,484.50
373,717.93
373,951.50
374,185.22
374,419.09
374,653.10
374,887.26
375,121.56
375,356.01
375,590.61
375,825.35
376,060.25
376,295.28
376,530.47
376,765.80
377,001.28
377,236.90
377,472.68
377,708.60
377,944.67
378,180.88
378,417.24
378,653.75
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
Principal
June 1, 2046
$ 381,503.44
$ -0-
$ 2,613.03
$ 378,890.41
July 1, 2046
381,503.44
-0-
2,376.22
379,127.22
August 1, 2046
381,503.44
-0-
2,139.27
379,364.17
September 1, 2046
381,503.44
-0-
1,902.16
379,601.28
October 1, 2046
381,503.44
-0-
1,664.91
379,838.53
November 1, 2046
381,503.44
-0-
1,427.51
380,075.93
December 1, 2046
381,503.44
-0-
1,189.97
380,313.47
January 1, 2047
381,503.44
-0-
952.27
380,551.17
February 1, 2047
381,503.44
-0-
714.43
380,789.01
March 1, 2047
381,503.44
-0-
476.43
381,027.01
April 1, 2047
381,503.09
-0-
238.29
381,264.80
TOTALS:
$91,560.825.25
$ -0-
$6,560,825.25
$85,000,000.00
EWX
4887-2455-4666.4
EXHIBIT B
Uses of Funds
Issuer: City of Fayetteville, Arkansas
Loan Number: 02357-DW-L
Item Costs
Planning and Design $ 9,550,000
Administrative Fee -0-
Local Loan Expenses 35,000
Capitalized Interest -0-
Construction Costs 75,415,000
Contingency -0-
Principal Amount: $85.000.000
4887-2455-4666.4
EXHIBIT C
Disbursement Request
Project Name: Request Number: 01 (Loan Closing)
Project Number: Percent Completed:
Loan Number:
Employer ID No.:
Cost Classification
Cost Incurred
to Date
RLF Eligible
Amount
Previous RLF
Disbursements
RLF Payment Due
this Request
a. Construction - Plant
$ -
b. Construction - Linework
$ -
$ -
$
$ -
c. Pre-App and PER
$ -
$ -
$
$ -
d. Environmental Info Document
$ -
$ -
$
$ -
e. Facility Plan
$ -
$ -
$
$ -
f. A/E Basic Fees - Design Phase
$ -
$ -
$
$ -
g. A/E Basic Fees -Bid Phase
$ -
$ -
$
$ -
h. A/E Basic Fees-Const. Phase
$ -
$ -
$
$ -
i. Inspection Phase
$ -
$ -
$
$ -
j. Project Performance Work Plan
$ -
$ -
$
$ -
k. Project Performance Fees
$ -
$ -
$
$ -
I. 0&M Manual
$ -
$ -
$
$ -
m. Davis -Bacon Reports
$ -
$ -
$
$ -
n. AIS Verifications
$ -
$ -
$
$ -
o. Section F - Additional Engineering
$ -
$ -
$
$ -
p. Legal Fees
$ -
$ -
$
$ -
q. Owner Reimbursement
$ -
$ -
$
$ -
r. Other
$ -
$ -
$
$
S.
$ -
TOTAL
$ -
$ -
$
$ -
I certify that to the best of my
knowledge, that this
disbursement request
Requested
By:
Signature of Authorized Certifying Official
Date Report Submitted:
Typed or Printed Name and Title
Telephone Number:
C-1
4887-2455-4666.4
accurately reflects the total
RLF amount due to date and
that all costs requested are in
Signature of Engineering Consultant
Date Signed:
accordance with the terms of
Prepared
Typed or Printed Name and Title
Telephone Number:
the bond purchase
By:
agreement and RLF
regulations. I further certify
that all work has been
Signature of RLF Official
Date Signed:
inspected and performed in
accordance with RLF program
requirements.
Approved
Typed or Printed Name and Title
Telephone Number:
By:
Signature of Project Engineer
Date Signed:
Typed or Printed Name and Title I Telephone Number
C-2
4887-2455-4666.4
EXHIBIT D
REQUIRED FEDERAL CONDITIONS FOR SRF LOANS
Accounting Standards
The Borrower shall establish and maintain an accounting system and internal controls
which will ensure the recording and safeguarding of all project activities in accordance
with Generally Accepted Accounting Principles (GAAP) as promulgated by the
Governmental Accounting Standards Board (GASB). The Borrower shall maintain
separate accounting records for the project accounts in accordance with the CWSRF
regulation 40 CFR 35.3135(i) or the DWSRF regulation 40 CFR 35.3550(i) as appropriate.
OMB — Uniform Guidance Subpart F Audits
In accordance with 2 CFR 200.501(a), the Borrower hereby agrees to obtain a single audit
from an independent auditor, if their organization expends $750,000 or more in total
Federal funds in their fiscal year beginning on or after December 26, 2014. The Borrower
must submit the form SF -SAC and a Single Audit Report Package within 9 months of the
end of the Borrower's fiscal year or 30 days after receiving the report from an independent
auditor. The SF -SAC and a Single Audit Report Package MUST be submitted using the
Federal Audit Clearinghouse's Internet Data Entry System available at:
https://facides.census.gov/ . For complete information on how to accomplish the single
audit submissions, you will need to visit the Federal Audit Clearinghouse Web site:
htlps://facweb.census.gov/
Note: The FAC will transition from the U.S. Census Bureau (Census) to the U.S. General
Services Administration (GSA) on October 1, 2023. At that time, all submissions will need
to be made through the new FAC hosted by GSA. Any draft not fully submitted to the
Census FAC by October 1, 2023, may need to be completely re -started at the new GSA
FAC. Click here to access/bookmark the future GSA FAC site, and get updates about the
transition.
Wale Rate Requirements (Davis -Bacon Act):
The Borrower agrees to include in all agreements to provide assistance for any construction
project carried out in whole or in part with such assistance made available by either a State
water pollution control revolving fund as authorized by title VI of the Federal Water
Pollution Control Act (33 U.S.C. 1381 et seq.) or with such assistance made available
under section 205(m) of that Act (33 U.S.C. 1285(m)), or both, a term and condition
requiring compliance with the requirements of section 513 of that Act (33 U.S.C. 1372); or
a drinking water revolving loan fund as authorized by section 1452 of the Safe Drinking
Water Act (42 U.S.C. 300j-12), a term and condition requiring compliance with the
requirements of section 1450(e) of the Safe Drinking Water Act (42 U.S.C.300j-9(e)) in all
procurement contracts and sub -grants, and require that loan recipients, procurement
contractors and sub -grantees include such a term and condition in subcontracts and other
D-1
4887-2455-4666.4
lower tiered transactions. All contracts and subcontracts for any construction project
carried out in whole or in part with assistance made available as stated herein shall insert in
full in any contract in excess of $2,000 the contract clauses as attached hereto entitled
"Wage Rate Requirements Under The Clean Water Act, Section 513 and the Safe Drinking
Water Act, Section 1450(e)." This term and condition applies to all agreements to provide
assistance under the authorities referenced herein, whether in the form of a loan, bond
purchase, grant, or any other vehicle to provide financing for a project, where such
agreements are executed on or after October 30, 2009.
See "Attachment A" for the Davis Bacon wage rate requirements.
Responsibilities of Participants Regarding Doing Business with Other Persons (Debarment)
Borrower shall fully comply with Subpart C of 2 C.F.R. Part 180 entitled, "Responsibilities
of Participants Regarding Transactions Doing Business with Other Persons," as
implemented and supplemented by 2 C.F.R. Part 1532. Borrower is responsible for
ensuring that any lower tier covered transaction, as described in Subpart B of 2 C.F.R. Part
180, entitled "Covered Transactions," and 2 C.F.R. § 1532.220, includes a term or
condition requiring compliance with 2 C.F.R. Part 180, Subpart C. Borrower is responsible
for further requiring the inclusion of a similar term and condition in any subsequent lower
tier covered transactions. Borrower acknowledges that failing to disclose the information
required under 2 C.F.R. § 180.335 to the EPA office that is entering into the transaction
with the Borrower may result in the delay or negation of this assistance agreement, or
pursuance of administrative remedies, including suspension and debarment. Borrowers may
access the System for Award Management (SAM) exclusion list at https:Hsam.gov/SAM/
to determine whether an entity or individual is presently excluded or disqualified.
Utilization of Disadvantaged, Minority and Women's Business Enterprises
The Borrower agrees to comply with the requirements of EPA's Program for Utilization of
Disadvantaged, Minority and Women's Business Enterprises (DBE/MBE/WBE) in
procurement under assistance agreements, contained in 40 CFR Part 33. This includes the
contract administration provisions of 40 CFR 33.302.
GOOD FAITH EFFORTS, 40 CFR, Part 33, Subpart C
Pursuant to 40 CFR, Section 33.301, the Borrower agrees to make the following good faith
efforts whenever procuring construction, equipment, services and supplies under an EPA
financial assistance agreement, and to require that prime contractors also comply. Records
documenting compliance with the six good faith efforts shall be retained.
(a) Require DBEs are made aware of contracting opportunities to the fullest extent
practicable through outreach and recruitment activities. For Indian Tribal, State and
Local and Government recipients, this will include placing DBEs on solicitation lists
and soliciting them whenever they are potential sources.
(b) Make information on forthcoming opportunities available to DBEs and arrange time
frames for contracts and establish delivery schedules, where the requirements permit,
D-2
4887-2455-4666.4
in a way that encourages and facilitates participation by DBEs in the competitive
process. This includes, whenever possible, posting solicitations for bids or proposals
for a minimum of 30 calendar days before the bid or proposal closing date.
(c) Consider in the contracting process whether firms competing for large contracts could
subcontract with DBEs. For Indian Tribal, State and local Government recipients, this
will include dividing total requirements when economically feasible into smaller tasks
or quantities to permit maximum participation by DBEs in the competitive process.
(d) Encourage contracting with a consortium of DBEs when a contract is too large for
one of these firms to handle individually.
(e) Use the services and assistance of the SBA and the Minority Business Development
Agency of the Department of Commerce.
(f) If the prime contractor awards subcontracts, require the prime contractor to take the
steps in paragraphs (a) through (e) of this section
MBE/WBE REPORTING, 40 CFR, Part 33, Sections 33.502 and 33.503
The Borrower agrees to complete and submit EPA Form 5700-52A, "MBE/WBE Utilization
Under Federal Grants, Cooperative Agreements and Interagency Agreements," or other
designated reporting form, beginning with the Federal fiscal year reporting period the recipient
receives the award and continuing each quarter until the project is completed. Regardless of the
activity, if the project is not complete, reports must be submitted to meet the reporting
requirement each quarter. Failure to submit reports timely, could result in non-compliance.
According to eCFR title 2, subtitle A, chapter II, Part 200, Part D 200.339 "remedies for
noncompliance" list six (6) circumstances the State can take for noncompliance, the list can be
found at https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/subpart-
D?toc=I.Only procurements with certified MBE/WBEs are counted toward a recipient's
MBE/WBE accomplishments. Quarterly reports are due by the 15th of the month following the
end of each quarter:
Period
Due Date
Jan — Mar
Apr 15
Apr — Jun
Jul 15
Jul — Sept
Oct 15
Oct — Dec
Jan 15
SAM and UEI Requirements
System for Award Management and Universal Identifier Requirements.
A. Requirement for System for Award Management (SAM) unless exempted from this
requirement under 2 CFR 25.110, the Borrower must maintain current information in
the SAM. This includes information on the Borrower's immediate and highest -level
owner and subsidiaries, as well as on all the Borrower's predecessors that have been
awarded a federal contract or federal financial assistance within the last three years, if
D-3
4887-2455-4666.4
applicable, until the submittal of the final financial report required under this award or
receipt of the final payment, whichever is later. This requires that the Borrower
reviews and updates the information at least annually after the initial registration, and
more frequently if required by changes in the information or another award term,
B. Requirement for Unique Entity ID Numbers (UEI)to receive funding Borrower must
provide and maintain status of its UEI.
C. Definitions. For purposes of this condition:
1. System for Award Mana eg ment (SAM) means the Federal repository into which
an entity must provide information required for the conduct of business as a
recipient. Additional information about registration procedures may be found at
the System for Award Management (SAM) Internet site: https://www.sam.gov.
2. The Unique Entity ID number (UEI) is a 12-character alphanumeric ID assigned
to an entity by SAM.gov. The Unique Entity ID (UEI) is the official identifier
for doing business with the U.S. Government as of April 4, 2022. Entities
registering in SAM.gov are assigned a Unique Entity ID as a part of the
registration process. Entity uniqueness continues to be validated by an entity
validation service. _As part of this transition, the DUNS Number has been
removed from SAM.gov.
3. Entity, as it is used in this award term, means all of the following, as defined at
2 CFR Part 25, subpart C:
a. A Governmental organization, which is a State, local government, or
Indian tribe;
b. A foreign public entity;
C. A domestic or foreign nonprofit organization;
d. A domestic or foreign for -profit organization; and
e. A Federal agency, but only as a subrecipient under an award or subaward
to a non -Federal entity.
4. Subaward 2 CFR 200.1):
a. This term means a legal instrument to provide support for the performance
of any portion of the substantive project or program for which you received this
award and that you as the recipient award to an eligible subrecipient.
b. The term does not include your procurement of property and services
needed to carry out the project or program (for further explanation, see Sec. --
.210 of the attachment to OMB Circular A-133, "Audits of States, Local
Governments, and Non -Profit Organizations").
C. A subaward may be provided through any legal agreement, including an
agreement that you consider a contract.
4887-2455-4666.4
5. Subrecipient means an entity that (2 CFR 200.1):
a. Receives a subaward from you under this award; and
b. Is accountable to you for the use of the Federal funds provided by the
subaward.
Equipment Purchase and Disposition
All equipment purchases under this Loan, as well as the disposition of such equipment,
shall be in accordance with 40 CFR 31.32.
Compliance with Cross -cutting Authorities
The Borrower will comply with the applicable Federal cross -cutting authorities as specified
under 40 CFR 35.3575. The State further agrees to inform EPA when consultation or
coordination with other Federal agencies is necessary to resolve issues regarding
compliance with cross -cutter requirements.
American Iron and Steel
(1) De anitions. As used in this award term and condition
(a) "iron and steel products" means the following products made primarily of iron
or steel: lined or unlined pipes and fittings, manhole covers and other municipal
castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural
steel, reinforced precast concrete, and construction materials.
(b) Steel means an alloy that includes at least 50 percent iron, between .02 and 2
percent carbon, and may include other elements.
(2) Domestic preference.
(a) This award term and condition implements P.L. 113-76, Consolidated
Appropriations Act, 2014, Section 436, by requiring that all iron and steel
products used for a project for the construction, alteration, maintenance or repair
of a public water system or treatment work are produced in the United States
except as provided in paragraph (2)(b) and (2)(c) of this section and condition.
(b) This requirement does not apply with respect to a project if a State agency
approves the engineering plans and specifications for the project, in that
agency's capacity to approve such plans and specifications prior to a project
requesting bids, prior to January 17, 2014.
(c) This requirement shall not apply in any case or category of cases in which the
Administrator of the Environmental Protection Agency finds that:
(i) applying the requirement would be inconsistent with the public interest;
D-5
4887-2455-4666.4
(ii) iron and steel products are not produced in the United States in sufficient
and reasonably available quantities and of a satisfactory quality; or
(iii) inclusion of iron and steel products produced in the United States will
increase the cost of the overall project by more than 25 percent.
(3) Request for a Waiver under L2,) (c).
(a) Any recipient request to use foreign iron or steel products in accordance with
paragraph (2)(c) of this section shall include adequate information for Federal
Government evaluation of the request, including
(1) A description of the foreign and domestic iron, steel, and/or manufactured
goods;
(2) Unit of measure;
(3) Quantity;
(4) Cost;
(5) Time of delivery or availability;
(6) Location of the project;
(7) Name and address of the proposed supplier; and
(8) A detailed justification of the reason for use of foreign iron or steel
products cited in accordance with paragraph (2)(c) of this section.
(b) If the Administrator receives a request for a waiver under this section, the
waiver request shall be made available to the public for at least 15 days prior to
making a finding based on the request.
(c) Unless the Administrator issues a waiver of this term, use of foreign iron and
steel products is noncompliant with P.L. 113-76 Section 436 section 1605 of
the American Recovery and Reinvestment Act.
(d) This term and condition shall be applied in a manner consistent with United
States obligations under international agreements.
Build America Buy America Act
(1) De anitions. As used in this award term and condition —
(a) "iron and steel products" means the following products made primarily of iron
or steel: lined or unlined pipes and fittings, manhole covers and other municipal
castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural
steel, reinforced precast concrete, and construction materials.
(b) Steel means an alloy that includes at least 50 percent iron, between .02 and 2
percent carbon, and may include other elements.
ME
4887-2455-4666.4
(c) End Product Manufactured in the United States — as defined in part 25 of the
Federal Acquisition Regulation by the Federal Acquisition Regulatory Council.
(d) Construction Material includes an article, material, or supply — other than an
item of primarily iron or steel; a manufactured product; cement and
cementitious materials; aggregates such as stone, sand, or gravel; or aggregate
binding agents or additives - that consists primarily of.
(i) non-ferrous metals;
(ii) plastic and polymer -based products (including polyvinylchloride,
composite building materials, and polymers used in fiber optic cables)
(iii) glass (including optic glass);
(iv) lumber; or
(v) drywall
(2) Domestic content procurement preference.
(a) This award term and condition implements P.L. 117-58, Build America, Buy
America Act § § 70901-52, by requiring that all iron, steel, manufactured
products, and construction materials used for a project for the construction,
alteration, maintenance or repair of a public water system or treatment work are
produced in the United States except as provided in paragraph (2)(b) and (2)(c)
of this section and condition.
(b) This requirement does not apply with respect to a project if funds were secured
prior to May 14, 2022.
(c) This requirement shall not apply in any case or category of cases in which the
Administrator of the Environmental Protection Agency finds that:
(i) applying the domestic content procurement preference would be
inconsistent with the public interest;
(ii) types of iron, steel, manufactured products, or construction materials are
not produced in the United States in sufficient and reasonably available
quantities or of a satisfactory quality; or
(iii) the inclusion of iron and steel, manufactured products, or construction
materials produced in the United States will increase the cost of the overall
project by more than 25 percent.
(3) Request for a Waiver under (2) (c).
(a) Any recipient request to use foreign iron or steel products in accordance with
paragraph (2)(c) of this section shall include adequate information for Federal
Government evaluation of the request, including
(1) Waiver type;
(2) Recipient Name and Unique Entity Identifier (UEI);
(3) Financial assistance listing name and number;
4887-2455-4666.4
(4) Federal financial assistance program name;
(5) Federal Award Identification Number (FAIN) (if available)
(6) Federal financial assistance funding amount;
(7) Total cost of infrastructure expenditures, including all Federal and
non -Federal funds (to the extent known);
(8) Infrastructure project description and location (to extent known);
(9) List of iron or steel item(s), manufactured products, and construction
materials proposed to be excluded from Buy America requirements,
including name, cost, country(ies) of origin (if known), and relevant PSC
and NAICS codes for each;
(10) A description and detailed justification for use of the foreign iron, steel,
manufactured product(s), or construction material(s);
(11) A certification that the recipient made a good faith effort to solicit bids for
domestic products supported by terms included in requests for proposals,
contracts, and nonproprietary communications with the prime contractor
(12) A statement of waiver justification, including a description of efforts made
(e.g., market research, industry outreach), by the Federal awarding agency
and, and in the case of a project or award specific waiver, by the recipient,
in an attempt to avoid the need for a waiver. Such a justification may cite,
if applicable, the absence of any Buy America -compliant bids received in
response to a solicitation.
(13) Anticipated impact if no waiver is issued;
(14) Any relevant comments received during the public comment period.
(b) If the Administrator receives a request for a waiver under this section, the
waiver request shall be made available to the public for at least 15 days prior to
making a finding based on the request.
(c) Unless the Administrator issues a waiver of this term, use of foreign iron, steel,
manufactured product(s), or construction material(s) is noncompliant with P.L.
117-58 Section 70914 of the Build America, Buy America Act.
(d) This term and condition shall be applied in a manner consistent with United
States obligations under international agreements.
Si2nne
The Borrower agrees to comply with the 2015 SRF Signage Guidance in order to enhance public
awareness of EPA assistance agreements nationwide. Projects that receive BIL funding must
follow the BIL specific signage term and conditions. The BIL signage term and condition
requires a physical sign displaying the official Building a Better America emblem and EPA logo
be placed at construction sites for BIL-funded projects. For the Clean Water and Drinking Water
SRF programs, this requirement applies only to the following projects:
• Construction projects identified as "equivalency projects" for BIL general supplemental
capitalization grants.
M
4887-2455-4666.4
Construction projects that receive additional subsidization (grants or forgivable loans)
made available by BIL general supplemental capitalization grants.
All construction projects funded with BIL emerging contaminants capitalization grants.
All construction projects funded with BIL lead service line replacement capitalization
grants.
Eaual Emnlovment Obnortunity Provision
The Borrower hereby agrees that it will incorporate or cause to be incorporated into any contract
for construction work, or modification thereof, as defined in the regulations of the Secretary of
Labor at 41 CFR Chapter 60, which is paid for in whole or in part with funds obtained from the
Federal Government or borrowed on the credit of the Federal Government pursuant to a grant,
contract, loan insurance, or guarantee, or undertaken pursuant to any Federal program involving
such grant, contract, loan, insurance, or guarantee, the following equal opportunity clause:
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The
contractor will take affirmative action to ensure that applicants are employed, and
that employees are treated during employment without regard to their race, color,
religion, sex, or national origin, such action shall include, but not be limited to the
following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other form of
compensation; and selection for training, including apprenticeship. The contractor
agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by
or on behalf of the contractor, state that all qualified applicants will receive
considerations for employment without regard to race, color, religion, sex, or
national origin.
(3) The contractor will send to each labor union or representative of workers with
which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the contractor's commitments under this section, and shall post
copies of the notice in conspicuous places available to employees and applicants
for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
(5) The contractor will furnish all information and reports required by Executive
Order 11246 of September 24, 1965, and by rules, regulations, and orders of the
Secretary of Labor, his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance
with such rules, regulations, and orders.
(6) In the event of the contractor's non-compliance with the nondiscrimination
clauses of this contract or with any of the said rules, regulations, or orders, this
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contract may be canceled, terminated, or suspended in whole or in part and the
contractor may be declared ineligible for further Government contracts or
federally assisted construction contracts in accordance with procedures authorized
in Executive Order 11246 of September 24, 1965, and such other sanctions may
be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
(7) The contractor will include the portion of the sentence immediately preceding
paragraph (1) and the provisions of paragraphs (1) through (7) in every
subcontract or purchase order unless exempted by rules, regulations, or orders of
the Secretary of Labor issued pursuant to section 204 of Executive Order 11246
of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means
of enforcing such provisions, including sanctions for noncompliance:
PROVIDED, HOWEVER. That in the event a contractor becomes involved in or
is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency the contractor may request the United
States to enter into such litigation to protect the interest of the United States.
The Borrower further agrees that it will be bound by the above equal opportunity clause with
respect to its own employment practices when it participates in federally assisted construction
work: PROVIDED, that if the Borrower so participating is a State or local government, the
above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of
such government which does not participate in work on or under the contract.
The applicant agrees that it will assist and cooperate actively with the administering. agency and
the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the
equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor,
that it will furnish the administering agency and the Secretary of Labor such information as they
may require for the supervision of such compliance, and that it will otherwise assist the
administering agency in the discharge of the agency's primary responsibility for securing
compliances.
The applicant further agrees that it will refrain from entering into any contract or contract
modification subject to Executive Order 11246 of September 24, 1965, with a contractor
debarred from, or who has not demonstrated eligibility for, Government contracts and federally
assisted construction contracts pursuant to the Executive order and will carry out such sanctions
and penalties for violation of the equal opportunity clause as may be imposed upon contractors
and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II,
Subpart D of the Executive order. In addition, the applicant agrees that if it fails or refuses to
comply with these undertakings, the administering agency may take any or all of the following
actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance,
guarantee): refrain from extending any further assistance to the applicant under the program with
respect to which the failure or refund occurred until satisfactory assurance of future compliance
has been received from such applicant; and refer the case to the Department of Justice for
appropriate legal proceedings.
Non -Discrimination Provisions
Comply with the Civil Rights Act of 1964, P.L. 88-352; Section 13 of The Federal Water
Pollution Control Act Amendments of 1972 regarding sex discrimination; Section 504 of the
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Rehabilitation Act of 1973 regarding discrimination against the handicapped; and The Age
Discrimination Act of 1975.
Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment
This term and condition implements 2 CFR 200.216 and is effective for obligations and
expenditures of EPA financial assistance funding on or after 8/13/2020.
As required by 2 CFR 200.216, EPA recipients and subrecipients, including borrowers under
EPA funded revolving loan fund programs, are prohibited from obligating or expending loan or
grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a
contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that
use covered telecommunications equipment or services as a substantial or essential component of
any system, or as critical technology as part of any system. As described in Public Law 115-232,
section 889, covered telecommunications equipment is telecommunications equipment produced
by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such
entities). Recipients, subrecipients, and borrowers also may not use EPA funds to purchase:
a. For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video
surveillance and telecommunications equipment produced by Hytera Communications
Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology
Company (or any subsidiary or affiliate of such entities).
b. Telecommunications or video surveillance services provided by such entities or using
such equipment.
c. Telecommunications or video surveillance equipment or services produced or provided
by an entity that the Secretary of Defense, in consultation with the Director of the
National Intelligence or the Director of the Federal Bureau of Investigation, reasonably
believes to be an entity owned or controlled by, or otherwise connected to, the
government of a covered foreign country.
Consistent with 2 CFR 200.471, costs incurred for telecommunications and video surveillance
services or equipment such as phones, internet, video surveillance, and cloud servers are
allowable except for the following circumstances:
a. Obligating or expending EPA funds for covered telecommunications and video
surveillance services or equipment or services as described in 2 CFR 200.216 to:
1) Procure or obtain, extend or renew a contract to procure or obtain;
2) Enter into a contract (or extend or renew a contract) to procure; or
3) Obtain the equipment, services, or systems.
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Certain prohibited equipment, systems, or services, including equipment, systems, or services
produced or provided by entities identified in section 889, are recorded in the System for Award
Management exclusion list.
ATTACHMENT A
Wage Rate Requirements Under The Safe Drinking Water Act, Section 1450(d)
Preamble
With respect to the Safe Drinking Water State Revolving Funds, EPA provides capitalization grants to
each State which in turn provides sub grants or loans to eligible entities within the State. Typically, the
sub recipients are municipal or other local governmental entities that manage the funds. For these types
of recipients, the provisions set forth under Roman numeral I, below, shall apply. Although EPA and the
State remain responsible for ensuring sub recipients' compliance with the wage rate requirements set
forth herein, those sub recipients shall have the primary responsibility to maintain payroll records as
described in Section 3(ii)(A), below and for compliance as described in Section 1-5.
Occasionally, the sub recipient may be a private for profit or not for profit entity. For these types of
recipients, the provisions set forth in Roman Numeral 11, below, shall apply. Although EPA and the State
remain responsible for ensuring sub recipients' compliance with the wage rate requirements set forth
herein, those sub recipients shall have the primary responsibility to maintain payroll records as described
in Section II-3(ii)(A), below and for compliance as described in Section II-5.
ATTACHMENT 1
Requirements Under The Consolidated Appropriations Act, 2016 (P.L. 114-113)
For Sub recipients That Are Governmental Entities:
The following terms and conditions specify how recipients will assist EPA in meeting its Davis -Bacon (DB)
responsibilities when DB applies to EPA awards of financial assistance with respect to State recipients
and sub recipients that are governmental entities. If a sub recipient has questions regarding when DB
applies, obtaining the correct DB wage determinations, DB provisions, or compliance monitoring, it may
contact the State recipient. If a State recipient needs guidance, the recipient may contact Mr. Dannell
Brown, brown.dannell@epa.gov, (214) 665-7279 of EPA Region 6 in Dallas, Texas for guidance. The
recipient or sub recipient may also obtain additional guidance from DOL's web site at
http://www.dol.gov/whd/
Applicability of the Davis- Bacon (DB) prevailing wage requirements.
DB prevailing wage requirements apply to the construction, alteration, and repair of treatment works
carried out in whole or in part with assistance made available by a State water pollution control
revolving fund and to any construction project carried out in whole or in part by assistance made
available by a drinking water treatment revolving loan fund. If a sub recipient encounters a unique
situation at a site that presents uncertainties regarding DB applicability, the sub recipient must
discuss the situation with the recipient State before authorizing work on that site.
2. Obtaining Wage Determinations.
(a) Sub recipients shall obtain the wage determination for the locality in which a covered activity subject to
DB will take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting
contracts (solicitation) for activities subject to DB. These wage determinations shall be incorporated into
solicitations and any subsequent contracts. Prime contracts must contain a provision requiring that
subcontractors follow the wage determination incorporated into the prime contract.
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(i) While the solicitation remains open, the sub recipient shall monitor www.wdol.gov weekly to
ensure that the wage determination contained in the solicitation remains current. The sub
recipients shall amend the solicitation if DOL issues a modification more than 10 days prior to
the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the
applicable wage determination less than 10 days prior to the closing date, the sub recipients
may request a finding from the State recipient that there is not a reasonable time to notify
interested contractors of the modification of the wage determination. The State recipient will
provide a report of its findings to the sub recipient.
(ii) If the sub recipient does not award the contract within 90 days of the closure of the
solicitation, any modifications or supersedes DOL makes to the wage determination
contained in the solicitation shall be effective unless the State recipient, at the request of the
sub recipient, obtains an extension of the 90 day period from DOL pursuant to 29 CFR
1.6(c)(3)(iv). The sub recipient shall monitor www.wdol.gov on a weekly basis if it does not
award the contract within 90 days of closure of the solicitation to ensure that wage
determinations contained in the solicitation remain current.
(b) If the sub recipient carries out activity subject to DB by issuing a task order, work assignment or
similar instrument to an existing contractor (ordering instrument) rather than by publishing a solicitation,
the sub recipient shall insert the appropriate DOL wage determination from www.wdol.gov into the
ordering instrument.
(c) Sub recipients shall review all subcontracts subject to DB entered into by prime contractors to verify
that the prime contractor has required its subcontractors to include the applicable wage determinations.
(d) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to a sub
recipient's contract after the award of a contract or the issuance of an ordering instrument if DOL
determines that the sub recipient has failed to incorporate a wage determination or has used a wage
determination that clearly does not apply to the contract or ordering instrument. If this occurs, the sub
recipient shall either terminate the contract or ordering instrument and issue a revised solicitation or
ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the contract
or ordering instrument by change order. The sub recipient's contractor must be compensated for any
increases in wages resulting from the use of DOL's revised wage determination.
3. Contract and Subcontract provisions.
(a) The Recipient shall insure that the sub recipient(s) shall insert in full in any contract in excess of
$2,000 which is entered into for the actual construction, alteration and/or repair, including painting and
decorating, of a treatment work under the CWSRF or a construction project under the DWSRF financed in
whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed
from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual
contribution (except where a different meaning is expressly indicated), and which is subject to the labor
standards provisions of any of the acts listed in § 5.1 or the Consolidated Appropriations Act, 2016, the
following clauses:
(1) Minimum wages.
(i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally
and not less often than once a week, and without subsequent deduction or rebate on any account (except
such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the
Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash
equivalents thereof) due at time of payment computed at rates not less than those contained in the wage
determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of
any contractual relationship which may be alleged to exist between the contractor and such laborers and
mechanics.
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Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of
the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or
mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions
made or costs incurred for more than a weekly period (but not less often than quarterly) under plans,
funds, or programs which cover the particular weekly period, are deemed to be constructively made or
incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate
and fringe benefits on the wage determination for the classification of work actually performed, without
regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than
one classification may be compensated at the rate specified for each classification for the time actually
worked therein: Provided that the employer's payroll records accurately set forth the time spent in each
classification in which work is performed. The wage determination (including any additional classification
and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis -Bacon poster (WH-
1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a
prominent and accessible place where it can be easily seen by the workers.
Sub recipients may obtain wage determinations from the U.S. Department of Labor's web site,
www.dol.gov.
(ii)(A) The sub recipient(s), on behalf of EPA, shall require that any class of laborers or mechanics,
including helpers, which is not listed in the wage determination and which is to be employed under the
contract shall be classified in conformance with the wage determination. The State award official shall
approve a request for an additional classification and wage rate and fringe benefits therefore only when
the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the
wage determination; and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to
the wage rates contained in the wage determination.
(B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or
their representatives, and the sub recipient(s) agree on the classification and wage rate (including the
amount designated for fringe benefits where appropriate), documentation of the action taken and the
request, including the local wage determination shall be sent by the sub recipient (s) to the State award
official. The State award official will transmit the request, to the Administrator of the Wage and Hour
Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and
to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will
approve, modify, or disapprove every additional classification request within 30 days of receipt and so
advise the State award official or will notify the State award official within the 30-day period that additional
time is necessary.
(C) In the event the contractor, the laborers or mechanics to be employed in the classification or their
representatives, and the sub recipient(s) do not agree on the proposed classification and wage rate
(including the amount designated for fringe benefits, where appropriate), the award official shall refer the
request and the local wage determination, including the views of all interested parties and the
recommendation of the State award official, to the Administrator for determination. The request shall be
sent to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized
representative, will issue a determination within 30 days of receipt of the request and so advise the
contracting officer or will notify the contracting officer within the 30-day period that additional time is
necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs
(a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under
this contract from the first day on which work is performed in the classification.
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(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics
includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the
benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash
equivalent thereof.
(iv) If the contractor does not make payments to a trustee or other third person, the contractor may
consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated
in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has
found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act
have been met. The Secretary of Labor may require the contractor to set aside in a separate account
assets for the meeting of obligations under the plan or program.
(2) Withholding. The sub recipient(s), shall upon written request of the EPA Award Official or an
authorized representative of the Department of Labor, withhold or cause to be withheld from the
contractor under this contract or any other Federal contract with the same prime contractor, or any other
federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the
same prime contractor, so much of the accrued payments or advances as may be considered necessary
to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor
or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any
laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the
work, all or part of the wages required by the contract, the (Agency) may, after written notice to the
contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension
of any further payment, advance, or guarantee of funds until such violations have ceased.
(3) Payrolls and basic records.
(i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of
the work and preserved for a period of three years thereafter for all laborers and mechanics working at
the site of the work. Such records shall contain the name, address, and social security number of each
such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions
or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in
section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made
and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the
wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing
benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor
shall maintain records which show that the commitment to provide such benefits is enforceable, that the
plan or program is financially responsible, and that the plan or program has been communicated in writing
to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost
incurred in providing such benefits. Contractors employing apprentices or trainees under approved
programs shall maintain written evidence of the registration of apprenticeship programs and certification
of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates
prescribed in the applicable programs.
(ii)(A) The contractor shall submit weekly, for each week in which any contract work is performed, a copy
of all payrolls to the sub recipient, that is, the entity that receives the sub -grant or loan from the State
capitalization grant recipient. Such documentation shall be available on request of the State recipient or
EPA. As to each payroll copy received, the sub recipient shall provide written confirmation in a form
satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29
CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out
accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i),
except that full social security numbers and home addresses shall not be included on the weekly payrolls.
Instead the payrolls shall only need to include an individually identifying number for each employee (e.g.,
the last four digits of the employee's social security number). The required weekly payroll information may
be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and
Hour Division Web site at http://www.dol.gov/whd/forms/wh347instr.htm or its successor site. The prime
contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and
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subcontractors shall maintain the full social security number and current address of each covered worker,
and shall provide them upon request to the sub recipient(s) for transmission to the State or EPA if
requested by EPA, the State, the contractor, or the Wage and Hour Division of the Department of Labor
for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a
violation of this section for a prime contractor to require a subcontractor to provide addresses and social
security numbers to the prime contractor for its own records, without weekly submission to the sub
recipient(s).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the
contractor or subcontractor or his or her agent who pays or supervises the payment of the persons
employed under the contract and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided under § 5.5
(a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5
(a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete;
(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the
contract during the payroll period has been paid the full weekly wages earned, without rebate, either
directly or indirectly, and that no deductions have been made either directly or indirectly from the full
wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe
benefits or cash equivalents for the classification of work performed, as specified in the applicable wage
determination incorporated into the contract.
(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional
Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by
paragraph (a)(3)(ii)(B) of this section.
(D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil
or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States
Code.
(iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this
section available for inspection, copying, or transcription by authorized representatives of the State, EPA
or the Department of Labor, and shall permit such representatives to interview employees during working
hours on the job. If the contractor or subcontractor fails to submit the required records or to make them
available, the Federal agency or State may, after written notice to the contractor, sponsor, applicant, or
owner, take such action as may be necessary to cause the suspension of any further payment, advance,
or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such
records available may be grounds for debarment action pursuant to 29 CFR 5.12.
(4) Apprentices and trainees
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they
performed when they are employed pursuant to and individually registered in a bona fide apprenticeship
program registered with the U.S. Department of Labor, Employment and Training Administration, Office of
Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency
recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment
as an apprentice in such an apprenticeship program, who is not individually registered in the program, but
who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State
Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice.
The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be
greater than the ratio permitted to the contractor as to the entire work force under the registered program.
Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as
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stated above, shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in
excess of the ratio permitted under the registered program shall be paid not less than the applicable wage
rate on the wage determination for the work actually performed. Where a contractor is performing
construction on a project in a locality other than that in which its program is registered, the ratios and
wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or
subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the
rate specified in the registered program for the apprentice's level of progress, expressed as a percentage
of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid
fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship
program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed
on the wage determination for the applicable classification. If the Administrator determines that a different
practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that
determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a
State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program,
the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined
rate for the work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are employed pursuant to and individually
registered in a program which has received prior approval, evidenced by formal certification by the U.S.
Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on
the job site shall not be greater than permitted under the plan approved by the Employment and Training
Administration. Every trainee must be paid at not less than the rate specified in the approved program for
the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the
applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of
the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full
amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour
Division determines that there is an apprenticeship program associated with the corresponding
journeyman wage rate on the wage determination which provides for less than full fringe benefits for
apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in
a training plan approved by the Employment and Training Administration shall be paid not less than the
applicable wage rate on the wage determination for the classification of work actually performed. In
addition, any trainee performing work on the job site in excess of the ratio permitted under the registered
program shall be paid not less than the applicable wage rate on the wage determination for the work
actually performed. In the event the Employment and Training Administration withdraws approval of a
training program, the contractor will no longer be permitted to utilize trainees at less than the applicable
predetermined rate for the work performed until an acceptable program is approved.
(iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part
shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as
amended and 29 CFR part 30.
(5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29
CFR part 3, which are incorporated by reference in this contract.
(6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained
in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and
also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor
with all the contract clauses in 29 CFR 5.5.
(7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR
5.12.
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(8) Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the
Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by
reference in this contract.
(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this
contract shall not be subject to the general disputes clause of this contract. Such disputes shall be
resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6,
and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its
subcontractors) and sub recipient(s), State, EPA, the U.S. Department of Labor, or the employees or their
representatives.
(10) Certification of eligibility.
(i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or
firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government
contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
4. Contract Provision for Contracts in Excess of $100,000.
(a) Contract Work Hours and Safety Standards Act. The sub recipient shall insert the following clauses
set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess
of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act.
These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As
used in this paragraph, the terms laborers and mechanics include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set
forth in paragraph (a)(1) of this section the contractor and any subcontractor responsible therefore shall
be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (a)(1) of this section, in the sum of $10 for each calendar day on which such
individual was required or permitted to work in excess of the standard workweek of forty hours without
payment of the overtime wages required by the clause set forth in paragraph (a)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The sub recipient, upon written request of the
EPA Award Official or an authorized representative of the Department of Labor, shall withhold or cause to
be withheld, from any moneys payable on account of work performed by the contractor or subcontractor
under any such contract or any other Federal contract with the same prime contractor, or any other
federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by
the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set
forth in paragraph (b)(2) of this section.
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(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in
paragraph (a)(1) through (4) of this section and also a clause requiring the subcontractors to include
these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by
any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of
this section.
(b) In addition to the clauses contained in Item 3, above, in any contract subject only to the Contract Work
Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1, the Sub
recipient shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and
basic payroll records during the course of the work and shall preserve them for a period of three years
from the completion of the contract for all laborers and mechanics, including guards and watchmen,
working on the contract. Such records shall contain the name and address of each such employee, social
security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours
worked, deductions made, and actual wages paid. Further, the Sub recipient shall insert in any such
contract a clause providing hat the records to be maintained under this paragraph shall be made available
by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives
of the (write the name of agency) and the Department of Labor, and the contractor or subcontractor will
permit such representatives to interview employees during working hours on the job.
5. Compliance Verification
(a) The sub recipient shall periodically interview a sufficient number of employees entitled to DB
prevailing wages (covered employees) to verify that contractors or subcontractors are paying the
appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence.
The sub recipient must use Standard Form 1445 (SF 1445) or equivalent documentation to memorialize
the interviews. Copies of the SF 1445 are available from EPA on request.
(b) The sub recipient shall establish and follow an interview schedule based on its assessment of the
risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or
subcontract. Sub recipients must conduct more frequent interviews if the initial interviews or other
information indicated that there is a risk that the contractor or subcontractor is not complying with DB.
Sub recipients shall immediately conduct interviews in response to an alleged violation of the prevailing
wage requirements. All interviews shall be conducted in confidence."
(c) The sub recipient shall periodically conduct spot checks of a representative sample of weekly payroll
data to verify that contractors or subcontractors are paying the appropriate wage rates. The sub recipient
shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance
with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a
minimum, if practicable, the sub recipient should spot check payroll data within two weeks of each
contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion
date the contract or subcontract. Sub recipients must conduct more frequent spot checks if the initial spot
check or other information indicates that there is a risk that the contractor or subcontractor is not
complying with DB. In addition, during the examinations the sub recipient shall verify evidence of fringe
benefit plans and payments there under by contractors and subcontractors who claim credit for fringe
benefit contributions.
(d) The sub recipient shall periodically review contractors and subcontractors use of apprentices and
trainees to verify registration and certification with respect to apprenticeship and training programs
approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and
subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These
reviews shall be conducted in accordance with the schedules for spot checks and interviews described in
Item 5(b) and (c) above.
(e) Sub recipients must immediately report potential violations of the DB prevailing wage requirements to
the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at
http://www.dol.gov/whd/america2.htm.
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II. Requirements Under The Consolidated Appropriations Act, 2016 (P.L. 114-113) For Sub
recipients That Are Not Governmental Entities:
The following terms and conditions specify how recipients will assist EPA in meeting its DB
responsibilities when DB applies to EPA awards of financial assistance under the FY2016 Consolidated
Appropriations Act with respect to sub recipients that are not governmental entities. If a sub recipient has
questions regarding when DB applies, obtaining the correct DB wage determinations, DB provisions, or
compliance monitoring, it may contact the State recipient for guidance. If a State recipient needs
guidance, the recipient may contact Mr. Dannell Brown, brown.dannell@epa.gov, (214) 665-7279 of EPA
Region 6 in Dallas, Texas EPA Grants Management Office for guidance. The recipient or sub recipient
may also obtain additional guidance from DOL's web site at http://www.dol.gov/whd/
Under these terms and conditions, the sub recipient must submit its proposed DB wage
determinations to the State recipient for approval prior to including the wage determination in any
solicitation, contract task orders, work assignments, or similar instruments to existing
contractors.
1. Applicability of the Davis- Bacon (DB) prevailing wage requirements.
Under the FY 2016 Consolidated Appropriations Act, DB prevailing wage requirements apply to the
construction, alteration, and repair of treatment works carried out in whole or in part with assistance made
available by a State water pollution control revolving fund and to any construction project carried out in
whole or in part by assistance made available by a drinking water treatment revolving loan fund. If a sub
recipient encounters a unique situation at a site that presents uncertainties regarding DB applicability, the
sub recipient must discuss the situation with the recipient State before authorizing work on that site.
2. Obtaining Wage Determinations.
(a) Sub recipients must obtain proposed wage determinations for specific localities at www.wdol.gov.
After the Sub recipient obtains its proposed wage determination, it must submit the wage determination to
the Arkansas Resources Commission Project Engineer assigned to the project, for approval prior to
inserting the wage determination into a solicitation, contract or issuing task orders, work assignments or
similar instruments to existing contractors (ordering instruments unless subsequently directed otherwise
by the State recipient Award Official.)
(b) Sub recipients shall obtain the wage determination for the locality in which a covered activity subject to
DB will take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting
contracts (solicitation) for activities subject to DB. These wage determinations shall be incorporated into
solicitations and any subsequent contracts. Prime contracts must contain a provision requiring that
subcontractors follow the wage determination incorporated into the prime contract.
(i) While the solicitation remains open, the sub recipient shall monitor www.wdol.gov on a
weekly basis to ensure that the wage determination contained in the solicitation remains
current. The sub recipients shall amend the solicitation if DOL issues a modification more
than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or
supersedes the applicable wage determination less than 10 days prior to the closing date, the
sub recipients may request a finding from the State recipient that there is not a reasonable
time to notify interested contractors of the modification of the wage determination. The State
recipient will provide a report of its findings to the sub recipient.
(ii) If the sub recipient does not award the contract within 90 days of the closure of the
solicitation, any modifications or supersedes DOL makes to the wage determination
contained in the solicitation shall be effective unless the State recipient, at the request of the
sub recipient, obtains an extension of the 90 day period from DOL pursuant to 29 CFR
1.6(c)(3)(iv). The sub recipient shall monitor www.wdol.gov on a weekly basis if it does not
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award the contract within 90 days of closure of the solicitation to ensure that wage
determinations contained in the solicitation remain current.
(c) If the sub recipient carries out activity subject to DB by issuing a task order, work assignment or similar
instrument to an existing contractor (ordering instrument) rather than by publishing a solicitation, the sub
recipient shall insert the appropriate DOL wage determination from www.wdol.gov into the ordering
instrument.
(d) Sub recipients shall review all subcontracts subject to DB entered into by prime contractors to verify
that the prime contractor has required its subcontractors to include the applicable wage determinations.
(e) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to a sub
recipient's contract after the award of a contract or the issuance of an ordering instrument if DOL
determines that the sub recipient has failed to incorporate a wage determination or has used a wage
determination that clearly does not apply to the contract or ordering instrument. If this occurs, the sub
recipient shall either terminate the contract or ordering instrument and issue a revised solicitation or
ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the contract
or ordering instrument by change order. The sub recipient's contractor must be compensated for any
increases in wages resulting from the use of DOL's revised wage determination.
3. Contract and Subcontract provisions.
(a) The Recipient shall insure that the sub recipient(s) shall insert in full in any contract in excess of
$2,000 which is entered into for the actual construction, alteration and/or repair, including painting and
decorating, of a treatment work under the CWSRF or a construction project under the DWSRF financed in
whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed
from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual
contribution (except where a different meaning is expressly indicated), and which is subject to the labor
standards provisions of any of the acts listed in § 5.1 or the FY 2016 Consolidated and Continuing
Appropriations Act, the following clauses:
(1) Minimum wages.
(i) All laborers and mechanics employed or working upon the site of the work, will be paid unconditionally
and not less often than once a week, and without subsequent deduction or rebate on any account (except
such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the
Copeland Act (29 CFR part 3) ), the full amount of wages and bona fide fringe benefits (or cash
equivalents thereof) due at time of payment computed at rates not less than those contained in the wage
determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of
any contractual relationship which may be alleged to exist between the contractor and such laborers and
mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of
the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or
mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions
made or costs incurred for more than a weekly period (but not less often than quarterly) under plans,
funds, or programs which cover the particular weekly period, are deemed to be constructively made or
incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate
and fringe benefits on the wage determination for the classification of work actually performed, without
regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than
one classification may be compensated at the rate specified for each classification for the time actually
worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each
classification in which work is performed. The wage determination (including any additional classification
and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis -Bacon poster (WH-
1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a
prominent and accessible place where it can be easily seen by the workers.
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Sub recipients may obtain wage determinations from the U.S. Department of Labor's web site,
www.dol.gov.
(ii)(A) The sub recipient(s), on behalf of EPA, shall require that any class of laborers or mechanics,
including helpers, which is not listed in the wage determination and which is to be employed under the
contract shall be classified in conformance with the wage determination. The State award official shall
approve a request for an additional classification and wage rate and fringe benefits therefore only when
the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the
wage determination; and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to
the wage rates contained in the wage determination.
(B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or
their representatives, and the sub recipient(s) agree on the classification and wage rate (including the
amount designated for fringe benefits where appropriate), documentation of the action taken and the
request, including the local wage determination shall be sent by the sub recipient(s) to the State award
official. The State award official will transmit the report, to the Administrator of the Wage and Hour
Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and
to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will
approve, modify, or disapprove every additional classification request within 30 days of receipt and so
advise the State award official or will notify the State award official within the 30-day period that additional
time is necessary.
(C) In the event the contractor, the laborers or mechanics to be employed in the classification or their
representatives, and the and the sub recipient(s) do not agree on the proposed classification and wage
rate (including the amount designated for fringe benefits, where appropriate), the award official shall refer
the request, and the local wage determination, including the views of all interested parties and the
recommendation of the State award official, to the Administrator for determination. The request shall be
sent to the EPA Regional Coordinator concurrently. The Administrator, or an authorized representative,
will issue a determination within 30 days of receipt of the request and so advise the contracting officer or
will notify the contracting officer within the 30-day period that additional time is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs
(a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under
this contract from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics
includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the
benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash
equivalent thereof.
(iv) If the contractor does not make payments to a trustee or other third person, the contractor may
consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated
in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has
found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act
have been met. The Secretary of Labor may require the contractor to set aside in a separate account
assets for the meeting of obligations under the plan or program.
(2) Withholding. The sub recipient(s) shall upon written request of the EPA Award Official or an
authorized representative of the Department of Labor, withhold or cause to be withheld from the
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contractor under this contract or any other Federal contract with the same prime contractor, or any other
federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the
same prime contractor, so much of the accrued payments or advances as may be considered necessary
to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor
or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any
laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the
work, all or part of the wages required by the contract, the (Agency) may, after written notice to the
contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension
of any further payment, advance, or guarantee of funds until such violations have ceased.
(3) Payrolls and basic records.
(i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of
the work and preserved for a period of three years thereafter for all laborers and mechanics working at
the site of the work. Such records shall contain the name, address, and social security number of each
such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions
or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in
section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made
and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the
wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing
benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor
shall maintain records which show that the commitment to provide such benefits is enforceable, that the
plan or program is financially responsible, and that the plan or program has been communicated in writing
to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost
incurred in providing such benefits. Contractors employing apprentices or trainees under approved
programs shall maintain written evidence of the registration of apprenticeship programs and certification
of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates
prescribed in the applicable programs.
(ii)(A) The contractor shall submit weekly, for each week in which any contract work is performed, a copy
of all payrolls to the sub recipient, that is, the entity that receives the sub -grant or loan from the State
capitalization grant recipient. Such documentation shall be available on request of the State recipient or
EPA. As to each payroll copy received, the sub recipient shall provide written confirmation in a form
satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29
CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out
accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i),
except that full social security numbers and home addresses shall not be included on the weekly payrolls.
Instead the payrolls shall only need to include an individually identifying number for each employee (e.g.,
the last four digits of the employee's social security number). The required weekly payroll information may
be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and
Hour Division Web site at http://www.dol.gov/whd/forms/wh347instr.htm or its successor site. The prime
contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and
subcontractors shall maintain the full social security number and current address of each covered worker,
and shall provide them upon request to the sub recipient(s) for transmission to the State or EPA if
requested by EPA, the State, the contractor, or the Wage and Hour Division of the Department of Labor
for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a
violation of this section for a prime contractor to require a subcontractor to provide addresses and social
security numbers to the prime contractor for its own records, without weekly submission to the sub
recipient(s).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the
contractor or subcontractor or his or her agent who pays or supervises the payment of the persons
employed under the contract and shall certify the following:
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(1) That the payroll for the payroll period contains the information required to be provided under § 5.5
(a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5
(a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete;
(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the
contract during the payroll period has been paid the full weekly wages earned, without rebate, either
directly or indirectly, and that no deductions have been made either directly or indirectly from the full
wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe
benefits or cash equivalents for the classification of work performed, as specified in the applicable wage
determination incorporated into the contract.
(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional
Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by
paragraph (a)(3)(ii)(B) of this section.
(D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil
or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States
Code.
(iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this
section available for inspection, copying, or transcription by authorized representatives of the State, EPA
or the Department of Labor, and shall permit such representatives to interview employees during working
hours on the job. If the contractor or subcontractor fails to submit the required records or to make them
available, the Federal agency or State may, after written notice to the contractor, sponsor, applicant, or
owner, take such action as may be necessary to cause the suspension of any further payment, advance,
or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such
records available may be grounds for debarment action pursuant to 29 CFR 5.12.
(4) Apprentices and trainees—
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they
performed when they are employed pursuant to and individually registered in a bona fide apprenticeship
program registered with the U.S. Department of Labor, Employment and Training Administration, Office of
Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency
recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment
as an apprentice in such an apprenticeship program, who is not individually registered in the program, but
who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State
Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice.
The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be
greater than the ratio permitted to the contractor as to the entire work force under the registered program.
Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as
stated above, shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in
excess of the ratio permitted under the registered program shall be paid not less than the applicable wage
rate on the wage determination for the work actually performed. Where a contractor is performing
construction on a project in a locality other than that in which its program is registered, the ratios and
wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or
subcontractors registered program shall be observed. Every apprentice must be paid at not less than the
rate specified in the registered program for the apprentice's level of progress, expressed as a percentage
of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid
fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship
program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed
on the wage determination for the applicable classification. If the Administrator determines that a different
practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that
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determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a
State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program,
the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined
rate for the work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are employed pursuant to and individually
registered in a program which has received prior approval, evidenced by formal certification by the U.S.
Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on
the job site shall not be greater than permitted under the plan approved by the Employment and Training
Administration. Every trainee must be paid at not less than the rate specified in the approved program for
the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the
applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of
the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full
amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour
Division determines that there is an apprenticeship program associated with the corresponding
journeyman wage rate on the wage determination which provides for less than full fringe benefits for
apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in
a training plan approved by the Employment and Training Administration shall be paid not less than the
applicable wage rate on the wage determination for the classification of work actually performed. In
addition, any trainee performing work on the job site in excess of the ratio permitted under the registered
program shall be paid not less than the applicable wage rate on the wage determination for the work
actually performed. In the event the Employment and Training Administration withdraws approval of a
training program, the contractor will no longer be permitted to utilize trainees at less than the applicable
predetermined rate for the work performed until an acceptable program is approved.
(iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part
shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as
amended and 29 CFR part 30.
(5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29
CFR part 3, which are incorporated by reference in this contract.
(6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained
in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and
also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor
with all the contract clauses in 29 CFR 5.5.
(7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR
5.12.
(8) Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the
Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by
reference in this contract.
(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this
contract shall not be subject to the general disputes clause of this contract. Such disputes shall be
resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6,
and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its
subcontractors) and Sub recipient(s), State, EPA, the U.S. Department of Labor, or the employees or
their representatives.
(10) Certification of eligibility.
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(i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or
firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government
contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
4. Contract Provision for Contracts in Excess of $100,000.
(a) Contract Work Hours and Safety Standards Act. The sub recipient shall insert the following clauses
set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess
of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act.
These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As
used in this paragraph, the terms laborers and mechanics include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set
forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefore shall
be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (b)(1) of this section, in the sum of $10 for each calendar day on which such
individual was required or permitted to work in excess of the standard workweek of forty hours without
payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The sub recipient shall upon the request of the
EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be
withheld, from any moneys payable on account of work performed by the contractor or subcontractor
under any such contract or any other Federal contract with the same prime contractor, or any other
federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by
the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set
forth in paragraph (a)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in
paragraph (a)(1) through (4) of this section and also a clause requiring the subcontractors to include
these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by
any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of
this section.
(c) In addition to the clauses contained in Item 3, above, in any contract subject only to the Contract Work
Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1, the Sub
recipient shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and
basic payroll records during the course of the work and shall preserve them for a period of three years
from the completion of the contract for all laborers and mechanics, including guards and watchmen,
working on the contract. Such records shall contain the name and address of each such employee, social
FIM
4887-2455-4666.4
security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours
worked, deductions made, and actual wages paid. Further, the Sub recipient shall insert in any such
contract a clause providing that the records to be maintained under this paragraph shall be made
available by the contractor or subcontractor for inspection, copying, or transcription by authorized
representatives of the (write the name of agency) and the Department of Labor, and the contractor or
subcontractor will permit such representatives to interview employees during working hours on the job.
5. Compliance Verification
(a) The sub recipient shall periodically interview a sufficient number of employees entitled to DB
prevailing wages (covered employees) to verify that contractors or subcontractors are paying the
appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence.
The sub recipient must use Standard Form 1445 (SF 1445) or equivalent documentation to memorialize
the interviews. Copies of the SF 1445 are available from EPA on request.
(b) The sub recipient shall establish and follow an interview schedule based on its assessment of the
risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or
subcontract. Sub recipients must conduct more frequent interviews if the initial interviews or other
information indicated that there is a risk that the contractor or subcontractor is not complying with DB. Sub
recipients shall immediately conduct interviews in response to an alleged violation of the prevailing wage
requirements. All interviews shall be conducted in confidence."
(c) The sub recipient shall periodically conduct spot checks of a representative sample of weekly payroll
data to verify that contractors or subcontractors are paying the appropriate wage rates. The sub recipient
shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance
with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a
minimum, if practicable the sub recipient should spot check payroll data within two weeks of each
contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion
date the contract or subcontract. Sub recipients must conduct more frequent spot checks if the initial spot
check or other information indicates that there is a risk that the contractor or subcontractor is not
complying with DB . In addition, during the examinations the sub recipient shall verify evidence of fringe
benefit plans and payments there under by contractors and subcontractors who claim credit for fringe
benefit contributions.
(d) The sub recipient shall periodically review contractors and subcontractors use of apprentices and
trainees to verify registration and certification with respect to apprenticeship and training programs
approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and
subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These
reviews shall be conducted in accordance with the schedules for spot checks and interviews described in
Item 5(b) and (c) above.
(e) Sub recipients must immediately report potential violations of the DB prevailing wage requirements to
the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at
http://www.dol.gov/whd/america2.htm.
D-27
4887-2455-4666.4
City Of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Legislation Text
File #: 2024-1728
Authorization of the City to issue $85,000,000 in Water and Sewer System revenue bonds for the
West Transmission Line
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF A NOT TO EXCEED
$85,000,000 WATER AND SEWER SYSTEM REVENUE BOND, SERIES 2024, BY THE CITY OF
FAYETTEVILLE, ARKANSAS FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF
THE COSTS OF PLANNING, DESIGNING, ACQUIRING, CONSTRUCTING AND EQUIPPING
CERTAIN WATER TRANSMISSION LINE IMPROVEMENTS; PROVIDING FOR THE PAYMENT
OF THE PRINCIPAL OF AND SERVICING FEE ON THE BOND; AUTHORIZING THE
EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE
SALE OF THE BOND; AND PRESCRIBING OTHER MATTERS RELATING THERETO.
WHEREAS, the City of Fayetteville, Arkansas (the "City"), a city of the first class, presently owns and
operates a public water and sewer utility system (the "System") serving the residents of the City and its
environs; and
WHEREAS, the City Council of the City has determined that there is a great need for a source of
revenue to finance the costs of the planning, design, acquisition, construction and equipping of certain
improvements to the System, including, specifically, the planning, design, acquisition, engineering,
construction and equipping of a 48-inch water transmission line from the Beaver Water District to the
City, together with related improvements (the "Project"); and
WHEREAS, an engineering report and plans and specifications for the Project have been examined by
the City Council and copies of such report, plans and specifications are on file with the City and are
available for inspection by any interested person; and
WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of
the State of Arkansas, including particularly Amendment 65 to the Constitution and Arkansas Code
Annotated Sections 14-164-401 et seq., Sections 14-234-201 et seq. and Sections 14-235-201 et seq.
(collectively, and as from time to time amended, the "Authorizing Legislation"), to issue and sell its
water and sewer revenue bonds and to expend the proceeds thereof to finance the costs of planning,
design, acquisition, construction, equipping, improving, maintaining, operating and repairing the
System; and
WHEREAS, as authorized under the provisions of Amendment 65 and the Authorizing Legislation,
and in order to secure funds necessary to pay or reimburse all or a portion of the costs of the Project, and
the costs incident to the issuance of a bond to finance the costs of said Project, upon the most favorable
terms to the City and the users of the System, the City has made arrangements for the sale of its Water
Page 1
Ordinance:
File Number: 2024-1728
and Sewer System Revenue Bond, Series 2024 (the "Bond"), in principal amount not to exceed
$85,000,000 to the Arkansas Development Finance Authority, as purchaser (the `Bondholder"), at a
price of par, which Bond shall bear interest at the rate of zero percent (0.00%) per annum, pursuant to a
Bond Purchase Agreement (the "Bond Purchase Agreement") among the City, the Bondholder and the
Arkansas Natural Resources Commission (the "Commission"), which Bond Purchase Agreement has
been presented to and is before this meeting; and
WHEREAS, an open public hearing on the question of the issuance of the Bond and the financing of
the Project has been held before the Mayor and City Council on March 19, 2024, following publication
of notice of such hearing in the Northwest Arkansas edition of the Arkansas Democrat -Gazette on
February 25, 2024; and
WHEREAS, the City will also be required to pay to the Arkansas Development Finance Authority, as
servicer with respect to the Bond (the "Servicer"), a monthly servicing fee equal to three-quarters of one
percent (0.75%) per annum of the outstanding principal amount of the Bond (the "Servicing Fee");
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas
that:
Section 1. The Project shall be accomplished and shall be a part of the System. The
accomplishment of the Project shall be under the control and supervision of, and all details in connection
therewith shall be handled by, the City, and the City shall make all contracts and agreements necessary
or incidental to the performance of its duties and the execution of its powers. The City shall let all
contracts pursuant to and in accordance with existing laws and shall require such performance bonds and
insurance from the contractors as, in the judgment of the City, will fully insure completion of the Project
in accordance with the plans and specifications therefor. The Mayor is hereby authorized to take, or
cause to be taken, all action necessary to accomplish the Project and to execute all required contracts in
connection thereto.
Section 2. The sale to the Bondholder of up to $85,000,000 in principal amount of the Bond at a
price of par, such Bond to bear interest at the rate of 0.00% per annum and to be subject to a Servicing
Fee of 0.75% per annum and otherwise to be subject to the terms and provisions hereafter in this
Ordinance set forth in detail be, and is hereby approved and the Bond is hereby sold to the Bondholder.
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. The Bond Purchase Agreement is hereby approved in substantially the form
submitted to this meeting with such changes as may be approved by the Mayor, his execution to
constitute complete evidence of such approval.
Section 3. The City Council hereby finds and declares that the period of usefulness of the System
after completion of the Project will be more than twenty-five (25) years, which is longer than the term of
the Bond.
Section 4. Under the authority of the Constitution and laws of the State of Arkansas, including
particularly Amendment 65 to the Constitution of the State of Arkansas and the Authorizing Legislation,
the City of Fayetteville, Arkansas Water and Sewer System Revenue Bond, Series 2024 (the "Bond"), is
hereby authorized to be issued in the total principal amount of not to exceed Eighty -Five Million Dollars
($85,000,000), the proceeds of the sale of which are necessary to provide sufficient funds to pay or
reimburse a portion of the costs of accomplishing the Project, including, without limitation, legal fees
Page 2
Ordinance:
File Number: 2024-1728
and other necessary expenses incidental to accomplishment of the Project, and to the issuance of the
Bond.
The Bond shall bear interest at the rate of zero percent (0.00%) per annum and shall be subject to a
Servicing Fee of three-quarters of one percent (0.75%) per annum based upon a 360-day year of twelve
consecutive 30-day months. The Bond shall be dated the date of its delivery to the Bondholder. The
Servicing Fee only shall be payable monthly commencing on the 1st day of the month following the
issuance of the Bond and continuing on the 1 st day of each month thereafter through and including April
1, 2027. Principal and the Servicing Fee shall be payable on May 1, 2027, and on the lstday of each
month thereafter until the unpaid principal is paid in full as follows:
Date Payment AmountInterest Servicing Fee Principal
May 1, 2027
381,503.44
-0-
53,125.00
328,378.44
June 1, 2027
381,503.44
-0-
52,919.76
328,583.68
July 1, 2027
381,503.44
-0-
52,714.40
328,789.04
August 1, 2027
381,503.44
-0-
52,508.91
328,994.53
September 1, 2027
381,503.44
-0-
52,303.28
329,200.16
October 1, 2027
381,503.44
-0-
52,097.53
329,405.91
November 1, 2027
381,503.44
-0-
51,891.66
329,611.78
December 1, 2027
381,503.44
-0-
51,685.65
329,817.79
January 1, 2028
381,503.44
-0-
51,479.51
330,023.93
February 1, 2028
381,503.44
-0-
51,273.25
330,230.19
March 1, 2028
381,503.44
-0-
51,066.85
330,436.59
April 1, 2028
381,503.44
-0-
50,860.33
330,643.11
May 1, 2028
381,503.44
-0-
50,653.68
330,849.76
June 1, 2028
381,503.44
-0-
50,446.90
331,056.54
July 1, 2028
381,503.44
-0-
50,239.99
331,263.45
August 1, 2028
381,503.44
-0-
50,032.95
331,470.49
September 1, 2028
381,503.44
-0-
49,825.78
331,677.66
October 1, 2028
381,503.44
-0-
49,618.48
331,884.96
November 1, 2028
381,503.44
-0-
49,411.05
332,092.39
December 1, 2028
381,503.44
-0-
49,203.49
332,299.95
January 1, 2029
381,503.44
-0-
48,995.81
332,507.63
February 1, 2029
381,501.44
-0-
48,787.99
332,715.45
March 1, 2029
381,503.44
-0-
48,580.04
332,923.40
April 1, 2029
381,503.44
-0-
48,371.96
333,131.48
May 1, 2029
381,503.44
-0-
48,163.76
333,339.68
June 1, 2029
381,503.44
-0-
47,955.42
333,548.02
July 1, 2029
381,503.44
-0-
47,746.95
333,756.49
August 1, 2029
381,503.44
-0-
47,538.35
333,965.09
September 1, 2029
381,503.44
-0-
47,329.63
334,173.81
October 1, 2029
381,503.44
-0-
47,120.77
334,382.67
November 1, 2029
381,503.44
-0-
46,911.78
334,591.66
December 1, 2029
381,503.44
-0-
46,702.66
334,800.78
January 1, 2030
381,503.44
-0-
46,493.41
335,010.03
February 1, 2030
381,503.44
-0-
46,284.03
335,219.41
March 1, 2030
381,503.44
-0-
46,074.52
335,428.92
Page 3
Ordinance:
File Number: 2024-1728
April 1, 2030
381,503.44
-0-
45,864.87
335,638.57
May 1, 2030
381,503.44
-0-
45,655.10
335,848.34
June 1, 2030
381,503.44
-0-
45,445.19
336,058.25
July 1, 2030
381,503.44
-0-
45,235.16
336,268.28
August 1, 2030
381,503.44
-0-
45,024.99
336,478.45
September 1, 2030
381,503.44
-0-
44,814.69
336,688.75
October 1, 2030
381,503.44
-0-
44,604.26
336,899.18
November 1, 2030
381,503.44
-0-
44,393.70
337,109.74
December 1, 2030
381,503.44
-0-
44,183.00
337,320.44
January 1, 2031
381,503.44
-0-
43,972.18
337,531.26
February 1, 2031
381,503.44
-0-
43,761.22
337,742.22
March 1, 2031
381,503.44
-0-
43,550.13
337,953.31
April 1, 2031
381,503.44
-0-
43,338.91
338,164.53
May 1, 2031
381,503.44
-0-
43,127.56
338,375.88
June 1, 2031
381,503.44
-0-
42,916.07
338,587.37
July 1, 2031
381,503.44
-0-
42,704.46
338,798.98
August 1, 2031
381,503.44
-0-
42,492.71
339,010.73
September 1, 2031
381,503.44
-0-
42,280.83
339,222.61
October 1, 2031
381,503.44
-0-
42,068.81
339,434.63
November 1, 2031
381,503.44
-0-
41,856.66
339,646.78
December 1, 2031
381,503.44
-0-
41,644.39
339,859.05
January 1, 2032
381,503.44
-0-
41,431.97
340,071.47
February 1, 2032
381,503.44
-0-
41,219.43
340,284.01
March 1, 2032
381,503.44
-0-
41,006.75
340,496.69
April 1, 2032
381,503.44
-0-
40,793.94
340,709.50
May 1, 2032
381,503.44
-0-
40,581.00
340,922.44
June 1, 2032
381,503.44
-0-
40,367.92
341,135.52
July 1, 2032
381,503.44
-0-
40,154.71
341,348.73
August 1, 2032
381,503.44
-0-
39,941.37
341,562.07
September 1, 2032
381,503.44
-0-
39,727.89
341,775.55
October 1, 2032
381,503.44
-0-
39,514.28
341,989.16
November 1, 2032
381,503.44
-0-
39,300.54
342,202.90
December 1, 2032
381,503.44
-0-
39,086.66
342,416.78
January 1, 2033
381,503.44
-0-
38,872.65
342,630.79
February 1, 2033
381,503.44
-0-
38,658.51
342,844.93
March 1, 2033
381,503.44
-0-
38,444.23
343,059.21
April 1, 2033
381,503.44
-0-
38,229.82
343,273.62
May 1, 2033
381,503.44
-0-
38,015.27
343,488.17
June 1, 2033
381,503.44
-0-
37,800.59
343,702.85
July 1, 2033
381,503.44
-0-
37,585.78
343,917.66
August 1, 2033
381,503.44
-0-
37,370.83
344,132.61
September 1, 2033
381,503.44
-0-
37,155.75
344,347.69
October 1, 2033
381,503.44
-0-
36,940.53
344,562.91
November 1, 2033
381,503.44
-0-
36,725.18
344,778.26
December 1, 2033
381,503.44
-0-
36,509.69
344,993.75
January 1, 2034
381,503.44
-0-
36,294.07
345,209.37
Page 4
Ordinance:
File Number: 2024-1728
February 1, 2034
381,503.44
-0-
36,078.31
345,425.13
March 1, 2034
381,503.44
-0-
35,862.42
345,641.02
April 1, 2034
381,503.44
-0-
35,646.40
345,857.04
May 1, 2034
381,503.44
-0-
35,430.24
346,073.20
June 1, 2034
381,503.44
-0-
35,213.94
346,289.50
July 1, 2034
381,503.44
-0-
34,997.51
346,505.93
August 1, 2034
381,503.44
-0-
34,780.94
346,722.50
September 1, 2034
381,503.44
-0-
34,564.24
346,939.20
October 1, 2034
381,503.44
-0-
34,347.40
347,156.04
November 1, 2034
381,503.44
-0-
34,130.43
347,373.01
December 1, 2034
381,503.44
-0-
33,913.32
347,590.12
January 1, 2035
381,503.44
-0-
33,696.08
347,807.36
February 1, 2035
381,503.44
-0-
33,478.70
348,024.74
March 1, 2035
381,503.44
-0-
33,261.19
348,242.25
April 1, 2035
381,503.44
-0-
33,043.53
348,459.91
May 1, 2035
381,503.44
-0-
32,825.75
348,677.69
June 1, 2035
381,503.44
-0-
32,607.82
348,895.62
July 1, 2035
381,503.44
-0-
32,389.76
349,113.68
August 1, 2035
381,503.44
-0-
32,171.57
349,331.87
September 1, 2035
381,503.44
-0-
31,953.23
349,550.21
October 1, 2035
381,503.44
-0-
31,734.77
349,768.67
November 1, 2035
381,503.44
-0-
31,516.16
349,987.28
December 1, 2035
381,503.44
-0-
31,297.42
350,206.02
January 1, 2036
381,503.44
-0-
31,078.54
350,424.90
February 1, 2036
381,503.44
-0-
30,859.52
350,643.92
March 1, 2036
381,503.44
-0-
30,640.37
350,863.07
April 1, 2036
381,503.44
-0-
30,421.08
351,082.36
May 1, 2036
381,503.44
-0-
30,201.66
351,301.78
June 1, 2036
381,503.44
-0-
29,982.09
351,521.35
July 1, 2036
381,503.44
-0-
29,762.39
351,741.05
August 1, 2036
381,503.44
-0-
29,542.55
351,960.89
September 1, 2036
381,503.44
-0-
29,322.58
352,180.86
October 1, 2036
381,503.44
-0-
29,102.46
352,400.98
November 1, 2036
381,503.44
-0-
28,882.21
352,621.23
December 1, 2036
381,503.44
-0-
28,661.83
352,841.61
January 1, 2037
381,503.44
-0-
28,441.30
353,062.14
February 1, 2037
381,503.44
-0-
28,220.64
353,282.80
March 1, 2037
381,503.44
-0-
27,999.83
353,503.61
April 1, 2037
381,503.44
-0-
27,778.89
353,724.55
May 1, 2037
381,503.44
-0-
27,557.82
353,945.62
June 1, 2037
381,503.44
-0-
27,336.60
354,166.84
July 1, 2037
381,503.44
-0-
27,115.25
354,388.19
August 1, 2037
381,503.44
-0-
26,893.75
354,609.69
September 1, 2037
381,503.44
-0-
26,672.12
354,831.32
October 1, 2037
381,503.44
-0-
26,450.35
355,053.09
November 1, 2037
381,503.44
-0-
26,228.44
355,275.00
Page 5
Ordinance:
File Number: 2024-1728
December 1, 2037
381,503.44
-0-
26,006.40
355,497.04
January 1, 2038
381,503.44
-0-
25,784.21
355,719.23
February 1, 2038
381,503.44
-0-
25,561.89
355,941.55
March 1, 2038
381,503.44
-0-
25,339.42
356,164.02
April 1, 2038
381,503.44
-0-
25,116.82
356,386.62
May 1, 2038
381,503.44
-0-
24,894.08
356,609.36
June 1, 2038
381,503.44
-0-
24,671.20
356,832.24
July 1, 2038
381,503.44
-0-
24,448.18
357,055.26
August 1, 2038
381,503.44
-0-
24,225.02
357,278.42
September 1, 2038
381,503.44
-0-
24,001.72
357,501.72
October 1, 2038
381,503.44
-0-
23,778.28
357,725.16
November 1, 2038
381,503.44
-0-
23,554.70
357,948.74
December 1, 2038
381,503.44
-0-
23,330.99
358,172.45
January 1, 2039
381,503.44
-0-
23,107.13
358,396.31
February 1, 2039
381,503.44
-0-
22,883.13
358,620.31
March 1, 2039
381,503.44
-0-
22,658.99
358,844.45
April 1, 2039
381,503.44
-0-
22,434.71
359,068.73
May 1, 2039
381,503.44
-0-
22,210.30
359,293.14
June 1, 2039
381,503.44
-0-
21,985.74
359,517.70
July 1, 2039
381,503.44
-0-
21,761.04
359,742.40
August 1, 2039
381,503.44
-0-
21,536.20
359,967.24
September 1, 2039
381,503.44
-0-
21,311.22
360,192.22
October 1, 2039
381,503.44
-0-
21,086.10
360,417.34
November 1, 2039
381,503.44
-0-
20,860.84
360,642.60
December 1, 2039
381,503.44
-0-
20,635.44
360,868.00
January 1, 2040
381,503.44
-0-
20,409.90
361,093.54
February 1, 2040
381,503.44
-0-
20,184.21
361,319.23
March 1, 2040
381,503.44
-0-
19,958.39
361,545.05
April 1, 2040
381,503.44
-0-
19,732.42
361,771.02
May 1, 2040
381,503.44
-0-
19,506.32
361,997.12
June 1, 2040
381,503.44
-0-
19,280.07
362,223.37
July 1, 2040
381,503.44
-0-
19,053.68
362,449.76
August 1, 2040
381,503.44
-0-
18,827.15
362,676.29
September 1, 2040
381,503.44
-0-
18,600.47
362,902.97
October 1, 2040
381,503.44
-0-
18,373.66
363,129.78
November 1, 2040
381,503.44
-0-
18,146.70
363,356.74
December 1, 2040
381,503.44
-0-
17,919.61
363,583.83
January 1, 2041
381,503.44
-0-
17,692.37
363,811.07
February 1, 2041
381,503.44
-0-
17,464.98
364,038.46
March 1, 2041
381,503.44
-0-
17,237.46
364,265.98
April 1, 2041
381,503.44
-0-
17,009.79
364,493.65
May 1, 2041
381,503.44
-0-
16,781.99
364,721.45
June 1, 2041
381,503.44
-0-
16,554.03
364,949.41
July 1, 2041
381,503.44
-0-
16,325.94
365,177.50
August 1, 2041
381,503.44
-0-
16,097.70
365,405.74
September 1, 2041
381,503.44
-0-
15,869.33
365,634.11
Page 6
Ordinance:
File Number: 2024-1728
October 1, 2041
381,503.44
-0-
15,640.80
365,862.64
November 1, 2041
381,503.44
-0-
15,412.14
366,091.30
December 1, 2041
381,503.44
-0-
15,183.33
366,320.11
January 1, 2042
381,503.44
-0-
14,954.38
366,549.06
February 1, 2042
381,503.44
-0-
14,725.29
366,778.15
March 1, 2042
381,503.44
-0-
14,496.05
367,007.39
April 1, 2042
381,503.44
-0-
14,266.67
367,236.77
May 1, 2042
381,503.44
-0-
14,037.15
367,466.29
June 1, 2042
381,503.44
-0-
13,807.49
367,695.95
July 1, 2042
381,503.44
-0-
13,577.68
367,925.76
August 1, 2042
381,503.44
-0-
13,347.72
368,155.72
September 1, 2042
381,503.44
-0-
13,117.62
368,385.82
October 1, 2042
381,503.44
-0-
12,887.38
368,616.06
November 1, 2042
381,503.44
-0-
12,657.00
368,846.44
December 1, 2042
381,503.44
-0-
12,426.47
369,076.97
January 1, 2043
381,503.44
-0-
12,195.80
369,307.64
February 1, 2043
381,503.44
-0-
11,964.98
369,538.46
March 1, 2043
381,503.44
-0-
11,734.02
369,769.42
April 1, 2043
381,503.44
-0-
11,502.91
370,000.53
May 1, 2043
381,503.44
-0-
11,271.66
370,231.78
June 1, 2043
381,503.44
-0-
11,040.27
370,463.17
July 1, 2043
381,503.44
-0-
10,808.73
370,694.71
August 1, 2043
381,503.44
-0-
10,577.04
370,926.40
September 1, 2043
381,503.44
-0-
10,345.21
371,158.23
October 1, 2043
381,503.44
-0-
10,113.24
371,390.20
November 1, 2043
381,503.44
-0-
9,881.12
371,622.32
December 1, 2043
381,503.44
-0-
9,648.86
371,854.58
January 1, 2044
381,503.44
-0-
9,416.45
372,086.99
February 1, 2044
381,503.44
-0-
9,183.89
372,319.55
March 1, 2044
381,503.44
-0-
8,951.19
372,552.25
April 1, 2044
381,503.44
-0-
8,718.35
372,785.09
May 1, 2044
381,503.44
-0-
8,485.36
373,018.08
June 1, 2044
381,503.44
-0-
8,252.22
373,251.22
July 1, 2044
381,503.44
-0-
8,018.94
373,484.50
August 1, 2044
381,503.44
-0-
7,785.51
373,717.93
September 1, 2044
381,503.44
-0-
7,551.94
373,951.50
October 1, 2044
381,503.44
-0-
7,318.22
374,185.22
November 1, 2044
381,503.44
-0-
7,084.35
374,419.09
December 1, 2044
381,503.44
-0-
6,850.34
374,653.10
January 1, 2045
381,503.44
-0-
6,616.18
374,887.26
February 1, 2045
381,503.44
-0-
6,381.88
375,121.56
March 1, 2045
381,503.44
-0-
6,147.43
375,356.01
April 1, 2045
381,503.44
-0-
5,912.83
375,590.61
May 1, 2045
381,503.44
-0-
5,678.09
375,825.35
June 1, 2045
381,503.44
-0-
5,443.19
376,060.25
July 1, 2045
381,503.44
-0-
5,208.16
376,295.28
Page 7
Ordinance:
File Number: 2024-1728
August 1, 2045
381,503.44
-0-
4,972.97
376,530.47
September 1, 2045
381,503.44
-0-
4,737.64
376,765.80
October 1, 2045
381,503.44
-0-
4,502.16
377,001.28
November 1, 2045
381,503.44
-0-
4,266.54
377,236.90
December 1, 2045
381,503.44
-0-
4,030.76
377,472.68
January 1, 2046
381,503.44
-0-
3,794.84
377,708.60
February 1, 2046
381,503.44
-0-
3,558.77
377,944.67
March 1, 2046
381,503.44
-0-
3,322.56
378,180.88
April 1, 2046
381,503.44
-0-
3,086.20
378,417.24
May 1, 2046
381,503.44
-0-
2,849.69
378,653.75
June 1, 2046
381,503.44
-0-
2,613.03
378,890.41
July 1, 2046
381,503.44
-0-
2,376.22
379,127.22
August 1, 2046
381,503.44
-0-
2,139.27
379,364.17
September 1, 2046
381,503.44
-0-
1,902.16
379,601.28
October 1, 2046
381,503.44
-0-
1,664.91
379,838.53
November 1, 2046
381,503.44
-0-
1,427.51
380,075.93
December 1, 2046
381,503.44
-0-
1,189.97
380,313.47
January 1, 2047
381,503.44
-0-
952.27
380,551.17
February 1, 2047
381,503.44
-0-
714.43
380,789.01
March 1, 2047
381,503.44
-0-
476.43
381,027.01
April 1, 2047
381,503.09
-0-
238.29
381,264.80
TOTALS: $91,560.825.25 $ -0- $6,560,825.25 $85,000,000.00
The Bond shall be issued in the form of a single typewritten bond, registered as to both principal and
interest, payable to the Bondholder, or registered assigns, as set forth hereinafter in the bond form, and
shall be numbered R24-1.
Payment of principal and the Servicing Fee shall be by check or draft mailed to the Bondholder at its
address shown on the bond registration books of the City which shall be maintained by the Finance
Director as Bond Registrar, without presentation or surrender of the Bond (except upon final payment),
and such payments shall discharge the obligation of the City to the extent thereof. The Finance Director
or his or her designee shall keep a payment record and make proper notations thereon of all payments of
principal and the Servicing Fee.
Payment of principal and the Servicing Fee shall be in any coin or currency of the United States of
America which, as at the time of payment, shall be legal tender for the payment of debts due the United
States of America. When the principal of the Bond has been fully paid, it shall be canceled and
delivered to the Finance Director.
Section 5. The Bond shall be executed on behalf of the City by its Mayor and City Clerk and shall
have impressed thereon the seal of the City. The principal of the Bond, and the Servicing Fee in
connection therewith, are secured by a pledge of and are payable from revenues derived from the
System (the "Revenues"). The City covenants and agrees that all Revenues will be accounted for
separately as special funds on the books of the City, and said Revenues will be deposited and will be
used solely as provided herein. The Bond is not a general obligation of the City but is a special
obligation, the principal of which, and the Servicing Fee in connection therewith, are secured by a
pledge of the Revenues. The principal of and interest on the Bond shall not constitute an indebtedness
of the City within the meaning of any constitutional or statutory debt limitation or restriction.
Page 8
Ordinance:
File Number: 2024-1728
Section 6. The Bond shall be in substantially the following form, and the Mayor and City Clerk are
hereby authorized and directed to make all the recitals contained therein:
Registered United States of America Registered
No. R24-1 $85,000,000
State of Arkansas
County of Washington
City of Fayetteville, Arkansas
Water and Sewer System Revenue Bond
Series 2024
Registered Owner: ARKANSAS DEVELOPMENT FINANCE AUTHORITY
Principal Amount: EIGHTY-FIVE MILLION DOLLARS (or the total principal amount
outstanding as reflected by the Record of Payment of Advances attached
hereto)
Know All Men By These Presents:
That the City of Fayetteville, Arkansas (the "City") hereby acknowledges itself to owe, and for value
received promises to pay to the order of the Arkansas Development Finance Authority, or registered
assigns, but solely from the special fund provided therefor as hereinafter set forth, in lawful money of
the United States of America, the Principal Amount shown above (or so much of the Principal Amount
as should have been advanced as shown on the Record of Payment of Advances attached hereto). A
servicing fee of 0.75% per annum (the "Servicing Fee") shall also be payable by the City to the
Arkansas Development Finance Authority or its successor in the same manner dates as principal hereof.
The Servicing Fee only shall be payable monthly commencing on the 1 St day of the month following
the issuance of the Bond and continuing on the 1st day of each month thereafter through and including
April 1, 2027. Principal and the Servicing Fee shall be payable on May 1, 2027, and on the 1Stday of
each month thereafter until the unpaid principal is paid in full as follows:
[Here will be inserted the amortization
schedule
set forth in Section 4 of this Ordinance.]
Payments of principal due hereon shall be made, except for final payment, without presentation and
surrender of this bond, directly to the Registered Owner at its address shown on the registration book of
the City maintained by the Finance Director or his or her designee 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 (i) providing financing for a portion of the costs of planning,
designing, acquiring, engineering, constructing and equipping a 48-inch water transmission line from the
Beaver Water District to the City, together with related improvements (the "Project"), and (ii) paying
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, including particularly Amendment No. 65 to the
Constitution of the State of Arkansas ("Amendment 65") and Arkansas Code Annotated Sections 14-
164-401 et seq., Sections 14-234-201 et seq. and Sections 14-235-201 et seq. (collectively, and as from
time to time amended, the "Authorizing Legislation"), and pursuant to Ordinance No. of the
City, duly adopted and approved on the day of , 2024 (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.
This bond may be assigned with the written approval of the Arkansas Natural Resources Commission
(the "Commission"), and in order to effect such assignment, the assignor shall promptly notify the
Page 9
Ordinance:
File Number: 2024-1728
Finance Director by registered mail, and the assignee shall surrender this bond along with a written
assignment and written approval of the Commission to the Finance Director for transfer on the
registration records. Every assignee shall take this bond subject to all payments and prepayments of
principal (as reflected on the Payment Record maintained by the Finance Director) prior to such
surrender for transfer.
This bond may be prepaid at the option of the City from funds from any source, in whole but not in
part, at any time on and after October 15, 2034, at a prepayment price equal to the principal amount
outstanding, plus the accrued Servicing Fee to the prepayment date. Notice of any prepayment shall be
given to the registered owner of this bond at least 90 days prior to the prepayment date. Such notice
shall be in writing mailed to the address of the registered owner of this bond at the address appearing on
the bond registration records maintained by the Finance Director.
This bond does not constitute an indebtedness of the City or the State of Arkansas within the meaning
of any constitutional or statutory limitation or provision, and the taxing power of the City is not pledged
to the payment of the principal of and interest on this bond.
This bond is not a general obligation of the City, but is a special limited obligation the payment of the
principal of and the Servicing Fee are payable solely from the revenues (the "Revenues") derived from
the operation of the City's public water and sewer utility system (the "System"). A sufficient amount of
Revenues to pay the principal of the Bond and the related Servicing Fee has been pledged and shall be
duly set aside as a special fund for that purpose, identified as the "ADFA Bond Fund" in the Authorizing
Ordinance. The City has fixed and covenanted and agreed to maintain rates for the use of the System
which shall be sufficient at all times to at least provide for the payment of the reasonable expenses of
operation and maintenance of the System, to provide for the payment of the principal of and interest on
all outstanding obligations to which Revenues are pledged as the same become due, to establish and
maintain any required debt service reserves and to provide a depreciation fund, all as set forth in the
Authorizing Ordinance.
This bond is issued with the intent that the laws of the State of Arkansas will govern its construction.
No recourse shall be had for the payment of the principal of or premium, if any, or interest on this
bond or for any claim based thereon or upon any obligation, covenant, or agreement contained in this
bond or in the Authorizing Ordinance against any past, present or future alderman, officer or employee
of the City, or any alderman, officer or employee of any successor of the City, as such, either directly or
through the City or any successor of the City, under any rule of law or equity, statute, or constitution or
by the enforcement of any assessment or penalty or otherwise, and all such liability of any such
alderman, officer or employee as such is hereby expressly waived and released as a condition of and
consideration for the issuance of this bond.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things
required by the Constitution and statutes of the State of Arkansas to exist, happen and be performed
precedent to and in the issuance of this bond do exist, have happened and have been performed in due
time, form and manner as required by law; that the indebtedness represented by this bond does not
exceed or violate 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 Fayetteville, Arkansas has caused this bond to be executed in
its name by the manual signatures of its Mayor and City Clerk, thereunto duly authorize, and its
corporate seal to be affixed hereto, all as of the day of , 2024.
CITY OF FAYETTEVILLE,
Page 10
Ordinance:
File Number: 2024-1728
ARKANSAS
ATTEST:
City Clerk
RIN
Mayor
Page 11
p.a
0LdC ,, +,1onC, I 'I vx�orftic,� ► on f e,,e\ ✓P6J uri rt t
C; Cournc l l A rtas Se55 on o r1 3/ 1 � a Ll fro rn
Y �
9c,,LA l �3e- �er, FO-
ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF A
NOT TO EXCEED $85,000,000 WATER AND SEWER SYSTEM
REVENUE BOND, SERIES 2024, BY THE CITY OF FAYETTEVILLE,
ARKANSAS FOR THE PURPOSE OF FINANCING ALL OR A PORTION
OF THE COSTS OF ACQUIRING, CONSTRUCTING AND EQUIPPING
CERTAIN WATER TRANSMISSION LINE IMPROVEMENTS;
PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND
SERVICING FEE ON THE BOND; AUTHORIZING THE EXECUTION
AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING
FOR THE SALE OF THE BOND; AND PRESCRIBING OTHER
MATTERS RELATING THERETO.
WHEREAS, the City of Fayetteville, Arkansas (the "City"), a city of the first class,
presently owns and operates a public water and sewer utility system (the "System") serving the
residents of the City and its environs; and
WHEREAS, the City Council of the City has determined that there is a great need for a
source of revenue to finance the costs of acquisition, construction and equipping of certain
improvements to the System, including, specifically, the acquisition, engineering, construction
and equipping of a replacement 48-inch water transmission line from the Beaver Water District
to the City, together with related improvements (the "Project"); and
WHEREAS, an engineering report and plans and specifications for the Project have been
examined by the City Council and copies of such report, plans and specifications are on file with
the City and are available for inspection by any interested person; and
WHEREAS, the City is authorized and empowered under the provisions of the
Constitution and laws of the State of Arkansas, including particularly Amendment 65 to the
Constitution and Arkansas Code Annotated Sections 14-164-401 et seq., Sections 14-234-201 et
seq. and Sections 14-235-201 et seq. (collectively, and as from time to time amended, the
"Authorizing Legislation"), to :issue and sell its water and sewer revenue bonds and to expend the
proceeds thereof to finance the costs of acquisition, construction, equipping, improving,
maintaining, operating and repairing the System; and
WHEREAS, as authorized under the provisions of Amendment 65 and the Authorizing
Legislation, and in order to secure funds necessary to pay or reimburse all or a portion of the
costs of the Project, and the costs incident to the issuance of a bond to finance the costs of said
Project, upon the most favorable terms to the City and the users of the System, the City has made
arrangements for the sale of its Water and Sewer System Revenue Bond, Series 2024 (the
"Bond"), in principal amount not to exceed $85,000,000 to the Arkansas Development Finance
Authority, as purchaser (the "Bondholder"), at a price of par, which Bond shall bear interest at
the rate of zero percent (0.00%) per annum, pursuant to a Bond Purchase Agreement (the "Bond
Irchase Agreement") among the City, the Bondholder and the Arkansas Natural Resources
i-1210.2
Commission (the "Commission"), which Bond Purchase Agreement has been presented to and is
before this meeting; and
WHEREAS, an open public hearing on the question of the issuance of the Bond and the
financing of the Project has been held before the Mayor and City Council on March 19, 2024,
following publication of notice of such hearing in the Northwest Arkansas edition of the
Arkansas Democrat-Gazetle on February 25, 2024; and
WHEREAS, the City will also be required to pay to the Arkansas Development Finance
Authority, as servicer with respect to the Bond (the "Servicer"), a monthly servicing fee equal to
three-quarters of one percent (0.75%) per annum of the outstanding principal amount of the
Bond (the "Servicing Fee");
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of
Fayetteville, Arkansas that:
Section 1. The Project shall be accomplished and shall be a part of the System. The
accomplishment of the Project shall be under the control and supervision of, and all details in
connection therewith shall be handled by, the City, and the City shall make all contracts and
agreements necessary or incidental to the performance of its duties and the execution of its
powers. The City shall let all contracts pursuant to and iu accordance with existing laws and
shall require such performance bonds and insurance from the contractors as, in the judgment of
the City, will fully insure completion of the Project in accordance with the plans and
specifications therefor. The Mayor is hereby authorized to take, or cause to be taken, all action
necessary to accomplish the Project and to execute all required contracts in connection thereto.
Section 2. The sale to the Bondholder of up to $85,000,000 in principal amount of
the Bond at a price of par, such Bond to bear interest at the rate of 0.00% per annum and to be
subject to a Servicing Fee of 0.75% per annum and otherwise to be subject to the terms and
provisions hereafter in this Ordinance set forth in detail be, and is hereby approved and the Bond
is hereby sold to the Bondholder. 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. The Bond
Purchase Agreement is hereby approved in substantially the form submitted to this meeting with
such changes as may be approved by the Mayor, his execution to constitute complete evidence of
such approval.
Section 3. The City Council hereby finds and declares that the period of usefulness of
the System after completion of the Project will be more than twenty-five (25) years, which is
longer than the term of the Bond.
Section 4. Under the authority of the Constitution and laws of the State of Arkansas,
including particularly Amendment 65 to the Constitution of the State of Arkansas and the
Authorizing Legislation, the City of Fayetteville, Arkansas Water and Sewer System Revenue
Bond, Series 2024 (the "Bond"), is hereby authorized to be issued in the total principal amount
of not to exceed Eighty -Five Million Dollars ($85,000,000), the proceeds of the sale of which are
necessary to provide sufficient funds to pay or reimburse a portion of the costs of accomplishing
4893-4591-1210.2 2
the Project, including, without limitation, legal fees and other necessary expenses incidental to
accomplishment of the Project, and to the issuance of the Bond.
The Bond shall bear interest at the rate of zero percent (0.00%) per annum and shall be
subject to a Servicing Fee of three-quarters of one percent (0.75%) per annum based upon a 360-
day year of twelve consecutive 30-day months. The Bond shall be dated the date of its delivery
to the Bondholder. Principal and the Servicing Fee shall be payable on May 1, 2027, and on the
lst day of each month thereafter until the unpaid principal is paid in full as follows:
Date
Payment Amount
Interest
Servicing Fee
Principal
May 1, 2027
$ 381,503.44
$ -0-
$ 53,125.00
$ 328,378.44
June 1, 2027
381,503.44
-0-
52,919.76
328,583.68
July 1, 2027
381,503.44
-0-
52,714.40
328,789.04
August 1, 2027
381,503.44
-0-
52,508.91
328,994.53
September 1, 2027
381,503.44
-0-
52,303.28
329,200.16
October 1, 2027
381,503.44
-0-
52,097.53
329,405.91
November 1, 2027
381,503.44
-0-
51,891.66
329,611.78
December 1, 2027
381,503.44
-0-
51,685.65
329,817.79
January 1, 2028
381,503.44
-0-
51,479.51
330,023.93
February 1, 2028
381,503.44
-0-
51,273.25
330,230.19
March 1, 2028
381,503.44
-0-
51,066.85
330,436.59
April 1, 2028
381,503.44
-0-
50,860.33
330,643.11
May 1, 2028
381,503.44
-0-
50,653.68
330,849.76
June 1, 2028
381,503.44
-0-
50,446.90
331,056.54
July 1, 2028
381,503.44
-0-
50,239.99
331,263.45
August 1, 2028
381,503.44
-0-
50,032.95
331,470.49
September 1, 2028
381,503.44
-0-
49,825.78
331,677.66
October 1, 2028
381,503.44
-0-
49,618.48
331,884.96
November 1, 2028
381,503.44
-0-
49,411.05
332,092.39
December 1, 2028
381,503.44
-0-
49,203.49
332,299.95
January 1, 2029
381,503.44
-0-
48,995.81
332,507.63
February 1, 2029
381,501.44
-0-
48,787.99
332,715.45
March 1, 2029
381,503.44
-0-
48,580.04
332,923.40
3
4893-4591-1210.2
Date
Payment Amount
Interest
Servicing Fee
Principal
April 1, 2029
$ 381,503.44
$ -0-
$ 48,371.96
$ 333,131.48
May 1, 2029
381,503.44
-0-
48,163.76
333,339.68
June 1, 2029
381,503.44
-0-
47,955.42
333,548.02
July 1, 2029
381,503.44
-0-
47,746.95
333,756.49
August 1, 2029
381,503.44
-0-
47,538.35
333,965.09
September 1, 2029
381,503.44
-0-
47,329.63
334,173.81
October 1, 2029
381,503.44
-0-
47,120.77
334,382.67
November 1, 2029
381,503.44
-0-
46,911.78
334,591.66
December 1, 2029
381,503.44
-0-
46,702.66
334,800.78
January 1, 2030
381,503.44
-0-
46,493.41
335,010.03
February 1, 2030
381,503.44
-0-
46,284.03
335,219.41
March 1, 2030
381,503.44
-0-
46,074.52
335,428.92
April 1, 2030
381,503.44
-0-
45,864.87
335,638.57
May 1, 2030
381,503.44
-0-
45,655.10
335,848.34
June 1, 2030
381,503.44
-0-
45,445.19
336,058.25
July 1, 2030
381,503.44
-0-
45,235.16
336,268.28
August 1, 2030
381,503.44
-0-
45,024.99
336,478.45
September 1, 2030
381,503.44
-0-
44,814.69
336,688.75
October 1, 2030
381,503.44
-0-
44,604.26
336,899.18
November 1, 2030
381,503.44
-0-
44,393.70
337,109.74
December 1, 2030
381,503.44
-0-
44,183.00
337,320.44
January 1, 2031
381,503.44
-0-
43,972.18
337,531.26
February 1, 2031
381,503.44
-0-
43,761.22
337,742.22
March 1, 2031
381,503.44
-0-
43,550.13
337,953.31
April 1, 2031
381,503.44
-0-
43,338.91
338,164.53
May 1, 2031
381,503.44
-0-
43,127.56
338,375.88
June 1, 2031
381,503.44
-0-
42,916.07
338,587.37
July 1, 2031
381,503.44
-0-
42,704.46
338,798.98
August 1, 2031
381,503.44
-0-
42,492.71
339,010.73
4
4893-4591-1210.2
Date
Payment Amount
Interest
Servicing Fee
Principal
September 1, 2031
$ 381,503.44
$ -0-
$ 42,280.83
$ 339,222.61
October 1, 2031
381,503.44
-0-
42,068.81
339,434.63
November 1, 2031
381,503.44
-0-
41,856.66
339,646.78
December 1, 2031
381,503.44
-0-
41,644.39
339,859.05
January 1, 2032
381,503.44
-0-
41,431.97
340,071.47
February 1, 2032
381,503.44
-0-
41,219.43
340,284.01
March 1, 2032
381,503.44
-0-
41,006.75
340,496.69
April 1, 2032
381,503.44
-0-
40,793.94
340,709.50
May 1, 2032
381,503.44
-0-
40,581.00
340,922.44
June 1, 2032
381,503.44
-0-
40,367.92
341,135.52
July 1, 2032
381,503.44
-0-
40,154.71
341,348.73
August 1, 2032
381,503.44
-0-
39,941.37
341,562.07
September 1, 2032
381,503.44
-0-
39,727.89
341,775.55
October 1, 2032
381,503.44
-0-
39,514.28
341,989.16
November 1, 2032
381,503.44
-0-
39,300.54
342,202.90
December 1, 2032
381,503.44
-0-
39,086.66
342,416.78
January 1, 2033
381,503.44
-0-
38,872.65
342,630.79
February 1, 2033
381,503.44
-0-
38,658.51
342,844.93
March 1, 2033
381,503.44
-0-
38,444.23
343,059.21
April 1, 2033
381,503.44
-0-
38,229.82
343,273.62
May 1, 2033
381,503.44
-0-
38,015.27
343,488.17
June 1, 2033
381,503.44
-0-
37,800.59
343,702.85
July 1, 2033
381,503.44
-0-
37,585.78
343,917.66
August 1, 2033
381,503.44
-0-
37,370.83
344,132.61
September 1, 2033
381,503.44
-0-
37,155.75
344,347.69
October 1, 2033
381,503.44
-0-
36,940.53
344,562.91
November 1, 2033
381,503.44
-0-
36,725.18
344,778.26
December 1, 2033
381,503.44
-0-
36,509.69
344,993.75
January 1, 2034
381,503.44
-0-
36,294.07
345,209.37
5
4893-4591-12102
Date
Payment Amount
Interest
Servicing Fee
February 1, 2034
$ 381,503.44
$ -0-
$ 36,078.31
March 1, 2034
381,503.44
-0-
35,862.42
April 1, 2034
381,503.44
-0-
35,646.40
May 1, 2034
381,503.44
-0-
35,430.24
June 1, 2034
381,503.44
-0-
35,213.94
July 1, 2034
381,503.44
-0-
34,997.51
August 1, 2034
381,503.44
-0-
34,780.94
September 1, 2034
381,503.44
-0-
34,564.24
October 1, 2034
381,503.44
-0-
34,347.40
November 1, 2034
381,503.44
-0-
34,130.43
December 1, 2034
381,503.44
-0-
33,913.32
January 1, 2035
381,503.44
-0-
33,696.08
February 1, 2035
381,503.44
-0-
33,478.70
March 1, 2035
381,503; 44
-0-
33,261.19
April 1, 2035
381,503.44
-0-
33,043.53
May 1, 2035
381,503.44
-0-
32,825.75
June 1, 2035
381,503.44
-0-
32,607.82
July 1, 2035
381,503.44
-0-
32,389.76
August 1, 2035
381,503.44
-0-
32,171.57
September 1, 2035
381,503.44
-0-
31,953.23
October 1, 2035
381,503.44
-0-
31,734.77
November 1, 2035
381,503.44
-0-
31,516.16
December 1, 2035
381,503.44
-0-
31,297.42
January 1, 2036
381,503.44
-0-
31,078.54
February 1, 2036
381,503.44
-0-
30,859.52
March 1, 2036
381,503.44
-0-
30,640.37
April 1, 2036
381,503.44
-0-
30,421.08
May 1, 2036
381,503.44
-0-
30,201.66
June 1, 2036
381,503.44
-0-
29,982.09
Principal
345,425.13
345,641.02
345,857.04
346,073.20
346,289.50
346,505.93
346,722.50
346,939.20
347,156.04
347,373.01
347,590.12
347,807.36
348,024.74
348,242.25
348,459.91
348,677.69
348,895.62
349,113.68
349,331.87
349,550.21
349,768.67
349,987.28
350,206.02
350,424.90
350,643.92
350,863.07
351,082.36
351,301.78
351,521.35
6
4893-4591-1210.2
Date
Payment Amount
Interest
Servicing Fee
Principal
July 1, 2036
$ 381,503.44
$ -0-
$ 29,762.39
$ 351,741.05
August 1, 2036
381,503.44
-0-
29,542.55
351,960.89
September 1, 2036
381,503.44
-0-
29,322.58
352,180.86
October 1, 2036
381,503.44
-0-
29,102.46
352,400.98
November 1, 2036
381,503.44
-0-
28,882.21
352,621.23
December 1, 2036
381,503.44
-0-
28,661.83
352,841.61
January 1, 2037
381,503.44
-0-
28,441.30
353,062.14
February 1, 2037
381,503.44
-0-
28,220.64
353,282.80
March 1, 2037
381,503.44
-0-
27,999.83
353,503.61
April 1, 2037
381,503.44
-0-
27,778.89
353,724.55
May 1, 2037
381,503.44
-0-
27,557.82
353,945.62
June 1, 2037
381,503.44
-0-
27,336.60
354,166.84
July 1, 2037
381,503.44
-0-
27,115.25
354,388.19
August 1, 2037
381,503.44
-0-
26,893.75
354,609.69
September 1, 2037
381,503.44
-0-
26,672.12
354,831.32
October 1, 2037
381,503.44
-0-
26,450.35
355,053.09
November 1, 2037
381,503.44
-0-
26,228.44
355,275.00
December 1, 2037
381,503.44
-0-
26,006.40
355,497.04
January 1, 2038
381,503.44
-0-
25,784.21
355,719.23
February 1, 2038
381,503.44
-0-
25,561.89
355,941.55
March 1, 2038
381,503.44
-0-
25,339.42
356,164.02
April 1, 2038
381,503.44
-0-
25,116.82
356,386.62
May 1, 2038
381,503.44
-0-
24,894.08
356,609.36
June 1, 2038
381,503.44
-0-
24,671.20
356,832.24
July 1, 2038
381,503.44
-0-
24,448.18
357,055.26
August 1, 2038
381,503.44
-0-
24,225.02
357,278.42
September 1, 2038
381,503.44
-0-
24,001.72
357,501.72
October 1, 2038
381,503.44
-0-
23,778.28
357,725.16
November 1, 2038
381,503.44
-0-
23,554.70
357,948.74
7
4893-4591-1210 2
Date
Payment Amount
Interest
Servicing Fee
Principal
December 1, 2038
$ 381,503.44
$ -0-
$ 23,330.99
$ 358,172.45
January 1, 2039
381,503.44
-0-
23,107.13
358,396.31
February 1, 2039
381,503.44
-0-
22,883.13
358,620.31
March 1, 2039
381,503.44
-0-
22,658.99
358,844.45
April 1, 2039
381,503.44
-0-
22,434.71
359,068.73
May 1, 2039
381,503.44
-0-
22,210.30
359,293.14
June 1, 2039
381,503.44
-0-
21,985.74
359,517.70
July 1, 2039
381,503.44
-0-
21,761.04
359,742.40
August 1, 2039
381,503.44
-0-
21,536.20
359,967.24
September 1, 2039
381,503.44
-0-
21,311.22
360,192.22
October 1, 2039
381,503.44
-0-
21,086.10
360,417.34
November 1, 2039
381,503.44
-0-
20,860.84
360,642.60
December 1, 2039
381,503.44
-0-
20,635.44
360,868.00
January 1, 2040
381,503.44
-0-
20,409.90
361,093.54
February 1, 2040
381,503.44
-0-
20,184.21
361,319.23
March 1, 2040
381,503.44
-0-
19,958.39
361,545.05
April 1, 2040
381,503.44
-0-
19,732.42
361,771.02
May 1, 2040
381,503.44
-0-
19,506.32
361,997.12
June 1, 2040
381,503.44
-0-
19,280.07
362,223.37
July 1, 2040
381,503.44
-0-
19,053.68
362,449.76
August 1, 2040
381,503.44
-0-
18,827.15
362,676.29
September 1, 2040
381,503.44
-0-
18,600.47
362,902.97
October 1, 2040
381,503.44
-0-
18,373.66
363,129.78
November 1, 2040
381,503.44
-0-
18,146.70
363,356.74
December 1, 2040
381,503.44
-0-
17,919.61
363,583.83
January 1, 2041
381,503.44
-0-
17,692.37
363,811.07
February 1, 2041
381,503.44
-0-
17,464.98
364,038.46
March 1, 2041
381,503.44
-0-
17,237.46
364,265.98
April 1, 2041
381,503.44
-0-
17,009.79
364,493.65
8
4893-4591-1210.2
Date
Payment Amount
Interest
Servicing Fee
May 1, 2041
$381,503.44
$ -0-
$ 16,781.99
June 1, 2041
381,503.44
-0-
16,554.03
July 1, 2041
381,503.44
-0-
16,325.94
August 1, 2041
381,503.44
-0-
16,097.70
September 1, 2041
381,503.44
-0-
15,869.33
October 1, 2041
381,503.44
-0-
15,640.80
November 1, 2041
381,503.44
-0-
15,412.14
December 1, 2041
381,503.44
-0-
15,183.33
January 1, 2042
381,503.44
-0-
14,954.38
February 1, 2042
381,503.44
-0-
14,725.29
March 1, 2042
381,503.44
-0-
14,496.05
April 1, 2042
381,503.44
-0-
14,266.67
May 1, 2042
381,503.44
-0-
14,037.15
June 1, 2042
381,503.44
-0-
13,807.49
July 1, 2042
381,503.44
-0-
13,577.68
August 1, 2042
381,503.44
-0-
13,347.72
September 1, 2042
381,503.44
-0-
13,117.62
October 1, 2042
381,503.44
-0-
12,887.38
November 1, 2042
381,503.44
-0-
12,657.00
December 1, 2042
381,503.44
-0-
12,426.47
January 1, 2043
381,503.44
-0-
12,195.80
February 1, 2043
381,503.44
-0-
11,964.98
March 1, 2043
381,503.44
-0-
11,734.02
April 1, 2043
381,503.44
-0-
11,502.91
May 1, 2043
381,503.44
-0-
11,271.66
June 1, 2043
381,503.44
-0-
11,040.27
July 1, 2043
381,503.44
-0-
10,808.73
August 1, 2043
381,503.44
-0-
10,577.04
September 1, 2043
381,503.44
-0-
10,345.21
Principal
364,721.45
364,949.41
365,177.50
365,405.74
365,634.11
365,862.64
366,091.30
366,320.11
366,549.06
366,778.15
367,007.39
367,236.77
367,466.29
367,695.95
367,925.76
368,155.72
368,385.82
368,616.06
368,846.44
369,076.97
369,307.64
369,538.46
369,769.42
370,000.53
370,231.78
370,463.17
370,694.71
370,926.40
371,158.23
9
4893-4591-1210.2
Date
Payment Amount
Interest
Servicing Fee
Principal
October 1, 2043
$ 381,503.44
$ -0-
$ 10,113.24
$ 371,390.20
November 1, 2043
381,503.44
-0-
9,881.12
371,622.32
December 1, 2043
381,503.44
-0-
9,648.86
371,854.58
January 1, 2044
381,503.44
-0-
9,416.45
372,086.99
February 1, 2044
381,503.44
-0-
9,183.89
372,319.55
March 1, 2044
381,503.44
-0-
8,951.19
372,552.25
April 1, 2044
381,503.44
-0-
8,718.35
372,785.09
May 1, 2044
381,503.44
-0-
8,485.36
373,018.08
June 1, 2044
381,503.44
-0-
8,252.22
373,251.22
July 1, 2044
381,503.44
-0-
8,018.94
373,484.50
August 1, 2044
381,503.44
-0-
7,785.51
373,717.93
September 1, 2044
381,503.44
-0-
7,551.94
373,951.50
October 1, 2044
381,503.44
-0-
7,318.22
374,185.22
November 1, 2044
381,503.44
-0-
7,084.35
374,419.09
December 1, 2044
381,503.44
-0-
6,850.34
374,653.10
January 1, 2045
381,503.44
-0-
6,616.18
374,887.26
February 1, 2045
381,503.44
-0-
6,381.88
375,121.56
March 1, 2045
381,503.44
-0-
6,147.43
375,356.01
April 1, 2045
381,503.44
-0-
5,912.83
375,590.61
May 1, 2045
381,503.44
-0-
5,678.09
375,825.35
June 1, 2045
381,503.44
-0-
5,443.19
376,060.25
July 1, 2045
381,503.44
-0-
5,208.16
376,295.28
August 1, 2045
381,503.44
-0-
4,972.97
376,530.47
September 1, 2045
381,503.44
-0-
4,737.64
376,765.80
October 1, 2045
381,503.44
-0-
4,502.16
377,001.28
November 1, 2045
381,503.44
-0-
4,266.54
377,236.90
December 1, 2045
381,503.44
-0-
4,030.76
377,472.68
January 1, 2046
381,503.44
-0-
3,794.84
377,708.60
February 1, 2046
381,503.44
-0-
3,558.77
377,944.67
10
4893-4591-1210.2
Date
Payment Amount
Interest
Servicing Fee
Principal
March 1, 2046
$ 381,503.44
$ -0-
$ 3,322.56
$ 378,180.88
April 1, 2046
381,503.44
-0-
3,086.20
378,417.24
May 1, 2046
381,503.44
-0-
2,849.69
378,653.75
June 1, 2046
381,503.44
-0-
2,613.03
378,890.41
July 1, 2046
381,503.44
-0-
2,376.22
379,127.22
August 1, 2046
381,503.44
-0-
2,139.27
379,364.17
September 1, 2046
381,503.44
-0-
1,902.16
379,601.28
October 1, 2046
381,503.44
-0-
1,664.91
379,838.53
November 1, 2046
381,503.44
-0-
1,427.51
380,075.93
December 1, 2046
381,503.44
-0-
1,189.97
380,313.47
January 1, 2047
381,503.44
-0-
952.27
380,551.17
February 1, 2047
381,503.44
-0-
714.43
380,789.01
March 1, 2047
381,503.44
-0-
476.43
381,027.01
April 1, 2047
381,503.09
-0-
238.29
381,264.80
TOTALS:
$91,560.825.25
$ -0-
$65 0 5.25
$85.000.000. 00
The Bond shall be issued in the form of a single typewritten bond, registered as to both
principal and interest, payable to the Bondholder, or registered assigns, as set forth hereinafter in
the bond form, and shall be numbered R24-1.
Payment of principal and the Servicing Fee shall be by check or draft mailed to the
Bondholder at its address shown on the bond registration books of the City which shall be
maintained by the City Clerk as Bond Registrar, without presentation or surrender of the Bond
(except upon final payment), and such payments shall discharge the obligation of the City to the
extent thereof. The City Clerk or his or her designee shall keep a payment record and make
proper notations thereon of all payments of principal and the Servicing Fee.
Payment of principal and the Servicing Fee shall be in any coin or currency of the United
States of America which, as at the time of payment, shall be legal tender for the payment of debts
due the United States of America. When the principal of the Bond has been fully paid, it shall be
canceled and delivered to the City Clerk.
Section 5. The Bond shall be executed on behalf of the City by its Mayor and City
Clerk and shall have impressed thereon the seal of the City. The principal of the Bond, and the
Servicing Fee in connection therewith, are secured by a pledge of and are payable from revenues
11
4893-4591-1210.2
derived from the System (the "Revenues"). The City covenants and agrees that all Revenues will
be accounted for separately as special funds on the books of the City, and said Revenues will be
deposited and will be used solely as provided herein. The Bond is not a general obligation of the
City but is a special obligation, the principal of which, and the Servicing Fee in connection
therewith, are secured by a pledge of the Revenues. The principal of and interest on the Bond
shall not constitute an indebtedness of the City within the meaning of any constitutional or
statutory debt limitation or restriction.
Section 6. The Bond shall be in substantially the following form, and the Mayor and
City Clerk are hereby authorized and directed to make all the recitals contained therein:
Registered United States of America Registered
No. R24-1 $85,000,000
State of Arkansas
County of Washington
City of Fayetteville, Arkansas
Water and Sewer System Revenue Bond
Series 2024
7l _-__.L____ _7 !1_____ ____ TT7 A ATC1 A [1 TTV TT -IT /NTA TI TT TT1.T A TT/' A TTTT T/ "TT�T
negistereu "Owner:�LVY1�tS1V 1 r11VH1Vl HU 1 riVttl 1 T
Principal Amount: EIGHTY-FIVE MILLION DOLLARS (or the total principal amount
outstanding as reflected by the Record of Payment of Advances attached
hereto)
Know All Men By These Presents:
That the City of Fayetteville, Arkansas (the "City") hereby acknowledges itself to owe,
and for value received promises to pay to the order of the Arkansas Development Finance
Authority, or registered assigns, but solely from the special fund provided therefor as hereinafter
set forth, in lawful money of the United States of America, the Principal Amount shown above
(or so much of the Principal Amount as should have been advanced as shown on the Record of
Payment of Advances attached hereto). A servicing fee of 0.75% per annum (the "Servicing
Fee") shall also be payable by the City to the Arkansas Development Finance Authority or its
successor in the same manner and upon the same dates as principal hereof.
Principal and the Servicing Fee shall be payable on May 1, 2027, and on the I" day of
each month thereafter until the unpaid principal is paid in full as follows:
[Here will be inserted the amortization schedule
set forth in Section 4 of this Ordinance.)
Payments of principal due hereon shall be made, except for final payment, without
presentation and surrender of this bond, directly to the Registered Owner at its address shown on
the 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.
12
4893-4591-1210.2
This bond is issued for the purpose of (i) providing financing for a portion of the costs of
acquiring, engineering, constructing and equipping a replacement 48-inch water transmission
line from the Beaver Water District to the City, together with related improvements (the
"Project"), and (ii) paying 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, including
particularly Amendment No. 65 to the Constitution of the State of Arkansas ("Amendment 65")
and Arkansas Code Annotated Sections 14-164-401 et seq., Sections 14-234-201 et seq. and
Sections 14-235-201 et seq. (collectively, and as from time to time amended, the "Authorizing
Legislation"), and pursuant to Ordinance No. of the City, duly adopted and approved on
the day of , 2024 (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.
This bond may be assigned with the written approval of the Arkansas Natural Resources
Commission (the "Commission"), and in order to effect such assignment, the assignor shall
promptly notify the City Clerk by registered mail, and the assignee shall surrender this bond
along with a written assignment and written approval of the Commission to the City Clerk for
transfer on the registration records. Every assignee shall take this bond subject to all payments
and prepayments of principal (as reflected on the Payment Record maintained by the City Clerk)
prior to such surrender for transfer.
This bond may be prepaid at the option of the City from funds from any source, in whole
but not in part, at any time on and after October 15, 2034, at a prepayment price equal to the
principal amount outstanding, plus the accrued Servicing Fee to the prepayment date. Notice of
any prepayment shall be given to the registered owner of this bond at least 90 days prior to the
prepayment date. Such notice shall be in writing mailed to the address of the registered owner of
this bond at the address appearing on the bond registration records maintained by the City Clerk.
This bond does not constitute an indebtedness of the City or the State of Arkansas within
the meaning of any constitutional or statutory limitation or provision, and the taxing power of the
City is not pledged to the payment of the principal of and interest on this bond.
This bond is not a general obligation of the City, but is a special limited obligation the
payment of the principal of and the Servicing Fee are payable solely from the revenues (the
"Revenues") derived from the operation of the City's public water and sewer utility system (the
"System"). A sufficient amount of Revenues to pay the principal of the Bond and the related
Servicing Fee has been pledged and shall be duly set aside as a special fund for that purpose,
identified as the "ADFA Bond Fund" in the Authorizing Ordinance. The City has fixed and
covenanted and agreed to maintain rates for the use of the System which shall be sufficient at all
times to at least provide for the payment of the reasonable expenses of operation and
maintenance of the System, to provide for the payment of the principal of and interest on all
outstanding obligations to which Revenues are pledged as the same become due, to establish and
maintain any required debt service reserves and to provide a depreciation fund, all as set forth in
the Authorizing Ordinance.
This bond is issued with the intent that the laws of the State of Arkansas will govern its
construction.
13
48934591-1210.2
No recourse shall be had for the payment of the principal of or premium, if any, or
interest on this bond or for any claim based thereon or upon any obligation, covenant, or
agreement contained in this bond or in the Authorizing Ordinance against any past, present or
future alderman, officer or employee of the City, or any alderman, officer or employee of any
successor of the City, as such, either directly or through the City or any successor of the City,
under any rule of law or equity, statute, or constitution or by the enforcement of any assessment
or penalty or otherwise, and all such liability of any such alderman, officer or employee as such
is hereby expressly waived and released as a condition of and consideration for the issuance of
this bond.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required by the Constitution and statutes of the State of Arkansas to exist, happen and be
performed precedent to and in the issuance of this bond do exist, have happened and have been
performed in due time, form and manner as required by law; that the indebtedness represented by
this bond does not exceed or violate 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 Fayetteville, Arkansas has caused this bond to be
executed in its name by the manual signatures of its Mayor and City Clerk, thereunto duly
authorize, and its corporate seal to be affixed hereto, all as of the day of ,
2024.
CITY OF FAYETTEVILLE,
ARKANSAS
Mayor
ATTEST:
City Clerk
14
4893-4591-1210.2
REGISTRATION CERTIFICATE
Date of Registration I Name of Registered Owner I Signature of City Clerk
Arkansas Development
Finance Authority
RECORD OF PAYMENT OF ADVANCES
Date of Advance*
Amount of
Advance
Total Principal
Outstanding
Signature of Vice
President of Arkansas
Development Finance
Authority
*The date of each advance shall be the commencement date from which the Servicing
Fee is calculated.
Section 7. The City Council of the City has heretofore fixed rates for System services
by the adoption of Ordinance No. 6681 on September 19, 2023 (the "Rate Ordinance").
Reference is hereby made to the Rate Ordinance for the details thereof and other provisions
pertaining thereto, which water rates and sewer rates are hereby confirmed and continued as
provided therein.
15
48934591-1210.2
The City covenants and agrees that the rates established will produce gross Revenues at
least sufficient to pay monthly operation, maintenance and funded depreciation expenses of the
System, pay the principal of and interest on all outstanding obligations to which Revenues are
pledged ("System Obligations"), as the same become due, pay the Servicing Fee as the same
becomes due, and create and maintain any required debt service and replacement reserves
(collectively, the "Required Payments"). The City covenants always to maintain rates (including
increases as necessary) which will provide for the Required Payments. The rates currently in
effect for water service and sewer service shall not be reduced without the prior written consent
of the Commission and the Bondholder.
Section 8. The City covenants that it will continually operate the System as a
revenue -producing undertaking and will not sell or lease the same, or any substantial portion
thereof, without the prior written approval of the Bondholder and the Commission; provided,
however, that nothing herein shall be construed to prohibit the City from making such
dispositions of properties of the System and such replacements and substitutions for properties of
the System as shall be necessary or incidental to the efficient operation of the System as a
revenue —producing undertaking.
Section 9. All Revenues shall be deposited as and when received into a special fund
heretofore created and designated "Revenue Fund" (the "Revenue Fund"). Each employee of the
City handling Revenues shall give bond for the faithful discharge of his or her duties. Moneys in
the Revenue Fund shall be applied to the payment of the expenses of operation, maintenance,
repair and renewal of the System, to the payment of the principal of and interest on outstanding
System Obligations, to the establishment and maintenance of any required debt service and
replacement reserves and to the providing of any required depreciation fund.
Section 10. (a) After making all monthly payments required in connection with
System Obligations secured on a prior and senior basis to the Bond, there shall be paid from the
Revenue Fund on or before the first day of each month into an account of the City in a special
fund to be created by the Bondholder and designated "Series 2024" (the "ADFA Bond Fund")
for the purpose of paying the principal of the Bond in those amounts specified in Section 4
hereof.
(b) If Revenues are insufficient to make the required payment on or before the first
day of a month into the ADFA Bond Fund, then the amount of any such deficiency in the
payment made shall be added to the amount otherwise required to be paid into the ADFA Bond
Fund on or before the first day of the next month.
(c) When the moneys held in the ADFA Bond Fund which represent payments by the
City and interest earnings thereon or proceeds of investments therefrom (collectively, "City
Funds") shall be and remain sufficient to pay in full the principal of the Bonds, the City shall not
be obligated to make any further payments into the ADFA Bond Fund.
(d) All moneys in the ADFA Bond Fund representing City Funds shall be used solely
for the purpose of paying the principal of and interest on the Bond, and the City shall
automatically receive a credit for the amount of such City Funds on hand in the ADFA Bond
Fund and available for the payment of any principal currently due on a principal payment date
16
4893-4591-1210.2
irrespective of whether the Bondholder has applied or caused to be applied such funds on that
date for such purpose. The City shall receive a credit for all earnings and income derived from
the investment of City Funds as of the first day of each month, and such earnings and income
shall be credited against the next payment due.
(e) The Bond shall be specifically secured by a pledge of all Revenues required to be
placed into the ADFA Bond Fund. This pledge in favor of the Bond is hereby irrevocably made
according to the terms of this Ordinance, and the City and its officers and employees shall
execute, perform and carry out the terms thereof in strict conformity with the provisions of this
Ordinance.
Section 11. After making the payments and deposits required by Section 10 hereof,
there shall be paid from the Revenue Fund the Servicing Fee to the Servicer. The Servicing Fee
shall be payable on each date principal on the bonds is due and shall be calculated on the same
basis as interest would be calculated on the Bond. The payment of the Servicing Fee is expressly
made subordinate to the payment of the principal of the Bond.
Section 12. (a) After making the payments and deposits required by Sections 10
and 11 hereof, the City shall make any debt service reserve and replacement reserve deposits
required in connection with System Obligations.
(b) Notwithstanding the above, so long as the Bond is outstanding, the City shall
maintain a fund which is hereby created and designated as the "Depreciation Fund" (the
"Depreciation Fund"). After making the payments and deposits required in Sections, 10, 11 and
12(a) hereof, there shall be deposited from the Revenue Fund into the Depreciation Fund, a sum
equal to 5% of the gross monthly Revenues for the preceding month. Once the Depreciation
Fund reached as amount equal to $8,500,000.00 (or such lesser amount as represents 10% of
proceeds of the Bond drawn) (the "Required Level"), the City shall not be required to make
further deposits into the Depreciation Fund; provided, however, that monthly deposits must
resume if the amount in Depreciation Fund drops below the Required Level, until such time as
the Required Level is once again reached. Moneys in the Depreciation Fund may be used for the
purpose of paying the cost of necessary repairs or replacements to the System or for other
purposes approved by the Commission. Funds may only be withdrawn from the Depreciation
Fund with the prior written consent of the Commission.
Section 13. The City shall assure that (i) not in excess of 10% of the proceeds of the
Bond is used for Private Business Use (as defined below) if, in addition, the payment of more
than 10% of the principal due on the Bond during the term thereof is, under the terms of the
Bond or any underlying arrangement, directly or indirectly secured by any interest in property
used or to be used for a Private Business Use or in payments in respect of property used or to be
used for a Private Business Use or is to be derived from payments, whether or not to the City, in
respect of property or borrowed moneys used or to be used for a Private Business Use; and (ii)
that, in the event that both (A) in excess of 5% of the proceeds of the Bond are used for a Private
Business Use, and (B) an amount in excess of 5% of the principal due on the Bond during the
term' thereof is, under the terms of the Bond or any underlying arrangement, directly or
indirectly, secured by any interest in property used or to be used for said Private Business Use or
in payments in respect of property used or to be used for said Private Business Use or is to be
17
4893-4591-1210.2
derived from payments, whether or not to the City, in respect of property or borrowed money
used or to be used for said Private Business Use, then said excess over said 5% of the proceeds
of the Bond used for a Private Business Use shall be used for a Private Business Use related to
the governmental use of the Project.
The City shall assure that not in excess of 5% of the proceeds of the Bond are used,
directly or indirectly, to make or finance a loan to persons other than state or local governmental
units.
As used in this Section, "Private Business Use" means use directly or indirectly in a trade
or business carried on by a natural person or in any activity carried on by a person other than a
natural person, excluding, however, use by a state or local governmental unit and use as a
member of the general public.
The City covenants that it will not enter into any wholesale water contracts with non-
governmental entities or modify existing wholesale water contracts with non -governmental
entities if such contracts or modifications of existing contracts will cause a violation of this
Section.
Section 14. Any surplus in the Revenue Fund, after making full provision for the
payments and deposits described above rna�� be '-sed at the option of the City for the redemption
payments r 5�
of the Bond or other System Obligations prior to maturity in accordance with their terms, for
betterments or improvements to the System, for a refund to ratepayers or for other lawful
purposes. Installments of principal on the Bond shall be prepayable prior to maturity as provided
in the form of the Bond set forth in Section 6 of this Ordinance.
Section 15. So long as the Bond is outstanding, the City shall not issue or attempt to
issue any bonds or other indebtedness having or claimed to be entitled to a pledge of the
Revenues on a prior and senior basis to the pledge securing the Bond unless and until there shall
have been procured and filed with the Bondholder a statement by an independent certified public
accountant not in the regular employ of the City ("Accountant") reciting the opinion that either
(i) the Net Revenues (Net Revenues being gross Revenues less operation and maintenance
expenses, but not including interest, amortization and depreciation) for the fiscal year preceding
the year in which the senior bonds or indebtedness are to be issued were not less than 120% of
the maximum annual debt service requirements (including principal, interest and financing,
servicing and administrative fees) on all outstanding System Obligations and the bonds or
indebtedness then proposed to be issued, or (ii) the Net Revenues for the fiscal year succeeding
the year in which the senior bonds or indebtedness are to be issued are projected to be sufficient
in amount, taking into account any enacted System rate increases, to be not less than 120% of the
maximum annual debt service requirements (including principal, interest and financing, servicing
and administrative fees) on all outstanding System Obligations and the bonds or indebtedness
then proposed to be issued.
So long as the Bond is outstanding, the City shall not issue or attempt to issue any bonds
or other indebtedness having or claimed to be entitled to a parity pledge of the Revenues to the
pledge securing the Bond unless and until there shall have been procured and filed with the
Bondholder a statement by an Accountant reciting the opinion that either (i) the Net Revenues
18
4893-4591-1210.2
for the fiscal year preceding the year in which the parity bonds or indebtedness are to be issued
were not less than 110% of the maximum annual debt service requirements (including principal,
interest and financing, servicing and administrative fees) on all outstanding System Obligations
and the bonds or indebtedness then proposed to be issued, or (ii) the Net Revenues for the fiscal
year succeeding the year in which the parity bonds or indebtedness are to be issued are projected
to be sufficient in amount, taking into account any enacted System rate increases, to be not less
than 110% of the maximum annual debt service requirements (including principal, interest and
financing, servicing and administrative fees) on all outstanding System Obligations and the
bonds or indebtedness then proposed to be issued.
The additional bonds or other indebtedness, the issuance of which is restricted and
conditioned by this Section, shall not be deemed to mean bonds or other indebtedness the
security and source of payment of which are subordinate and subject to the priority of the Bond,
and such additional bonds and indebtedness may be issued without complying with the terms of
this Section.
The provisions of this Section may be waived by the holders of 75% in principal amount
of the Bond at any time outstanding.
Section 16. It is covenanted and agreed by the City with the Bondholder and the
Commission that it will faithfully and punctually perform all duties with reference to the System
required by the Constitution and laws of the State of Arkansas and by this Ordinance, including,
without limitation, the making and collecting of reasonable and sufficient rates lawfully
established for services rendered by the System, segregating the Revenues and applying them to
the respective funds maintained pursuant to this Ordinance.
The City covenants and agrees that the Bondholder shall have the protection of all the
provisions of the Authorizing Legislation and this Ordinance, and that the City will diligently
proceed to enforce those provisions to the end of the Bondholder realizing fully upon its security.
If the City shall fail to proceed within thirty (30) days after written request shall have been filed
by the Bondholder, the Bondholder may proceed to enforce all such provisions.
If there be any default in the payment of the principal of or interest on the Bond, or if the
City defaults in any ADFA Bond Fund requirement or in the performance of any of the other
covenants contained in this Ordinance or in the Bond Purchase Agreement, the Bondholder and
the Commission (with respect to covenants contained in the Bond Purchase Agreement) may, by
proper suit, compel the performance of the duties of the officials of the City under the laws of the
State of Arkansas. No remedy herein conferred upon or reserved to the Bondholder is intended
to be exclusive of any other remedy or remedies herein provided or provided by law, and every
such remedy shall be cumulative and shall be in addition to every other remedy given hereunder
or given by law. No delay or omission of the Bondholder to exercise any right or power accrued
upon any default shall impair any such right or power or shall be construed to be a waiver of any
default or an acquiescence therein; and every power and remedy given by this Ordinance to the
Bondholder may be exercised from time to time and as often as may be deemed expedient.
No waiver of any default shall extend to or affect any other existing or any subsequent
default or defaults or impair any rights or remedies consequent thereon. Any costs of
19
4893-4591-1210.2
enforcement of the Bond or of any provision of this Ordinance, including reasonable attorney's
fees, shall be paid by the City. The Servicer may enforce all rights and exercise all remedies
available to the Bondholder in the event the Servicing Fee is not paid when due.
Section 17. When the Bond has been executed by the Mayor and City Clerk and the
seal of the City impressed thereon as herein provided, it shall be delivered to the Bondholder
upon the payment of all or a portion of the purchase price in accordance with the Bond Purchase
Agreement. The purchase price shall be deposited, as and when received, in a special account of
the City hereby created in a bank that is a member of the Federal Deposit Insurance Corporation
and designated the "2024 Water Construction Fund" (the "Construction Fund"). The moneys in
the Construction Fund shall be used for accomplishing the Project, paying or reimbursing
expenses incidental thereto and paying the expenses of issuing the Bond approved in accordance
with the Bond Purchase Agreement. Payments from the Construction Fund shall be by check or
voucher signed by the City Clerk or her designee, and drawn on the depository. Each such check
or voucher shall briefly specify the purpose of the expenditure.
When the Project has been completed and all required expenses paid and expenditures
made from the Construction Fund for and in connection with the accomplishment of the Project
and the financing thereof, this fact shall be evidenced by a certificate signed by the City Clerk or
her designee, and by the consulting engineer, which certificate shall state, among other things,
the date of the completion and that all obligations payable from the Construction Fund have been
discharged. A copy of the certificate shall be filed with the depository bank, the Bondholder and
the Commission.
Disbursements shall be made by the Bondholder for costs of the Project pursuant to
written Disbursement Requests as provided in the Bond Purchase Agreement.
Section 18. The terms and provisions of this Ordinance shall constitute a binding
contract among the City, the Bondholder and the Commission, and no variation or change in the
undertaking herein set forth shall be made while the Bond is outstanding unless consented to in
writing by the Bondholder and the Commission.
Section 19. The City covenants and agrees that it will maintain the System in good
condition and operate it in an efficient manner and at reasonable cost. The City agrees to keep
proper records, books and accounts relating to the operation of the System, which shall be kept
separate from all other records and accounts of the City, in which complete and correct entries
shall be made of all transactions relating to the operation of the System in accordance with
generally accepted government accounting standards. Such books shall be available for
inspection by the Bondholder and the Commission, or the agent or the representative of either, at
reasonable times and under reasonable circumstances. The City agrees to have these records
audited annually. If requested, the City agrees to furnish the audit report with respect to the
System to the Bondholder and the Commission.
Section 20. The City agrees that the Bondholder may pledge the Bond as security for
the payment of its water system revolving loan fund revenue bonds (the "ADFA Bonds"), and
the trustee or municipal bond insurer for the ADFA Bonds may exercise any rights or remedies
available to the Bondholder under this Ordinance or the Bond Purchase Agreement while the 006
20
4893-4591-1210.2
Bond is pledged and/or the ADFA Bonds are insured. In addition, the City agrees that while the
Bond is pledged and/or the ADFA Bonds are insured, copies of all financial information relating
to the City and the System shall be furnished to the trustee and/or the municipal insurer for the
ADFA Bonds.
Section 21. The Mayor and City Clerk, for and on behalf of the City, are hereby
authorized and directed to do any and all things necessary to effect the issuance, sale, execution
and delivery of the Bond and to effect the execution and delivery of the Bond Purchase
Agreement, and to perform all of the obligations of the City under and pursuant thereto. The
Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, to
execute all papers, documents, certificates and other instruments that may be required for the
carrying out of such authority or to evidence the exercise thereof.
Section 22. References in this Ordinance to "Bondholder" shall include the original
Bondholder or any registered assign thereof.
Section 23. Kutak Rock LLP, Little Rock, Arkansas, is hereby appointed to act as
Bond Counsel on behalf of the City in connection with the issuance and sale of the Bond.
Section 24. The provisions of this Ordinance are hereby declared to be severable, and
if any section, phrase or provision shall for any reason be declared to be illegal or invalid, such
declaration shall not affect the validity of the remainder of the sections, phrases or provisions of
this Ordinance.
21
4893-4591-1210.2
Section 25. All ordinances, resolutions and parts thereof in conflict herewith are
hereby repealed to the extent of such conflict.
ADOPTED AND APPROVED THIS DAY OF 2024.
all
ATTEST:
City Clerk
(SEAL)
Mayor
22
48934591-1210.2
BOND PURCHASE AGREEMENT
City of Fayetteville, Arkansas
113 West Mountain Street
Fayetteville, Arkansas 72701
Attention: Mayor
Ladies and Gentlemen:
Certain terms used in this Bond Purchase Agreement are defined as follows:
Issuer:
Principal Amount:
Interest Rate:
Servicing Fee:
Administrative Fee:
Bond:
Bond Counsel:
2024
City of Fayetteville, Arkansas
$85,000,000 (See Exhibit B)
0.00% per annum of the outstanding principal
amount of the Bond (see Exhibit A)
0.75% per annum of the outstanding principal
amount of the Bond (see Exhibit A)
$ -0-
City of Fayetteville, Arkansas Water and Sewer
System Revenue Bond, Series 2024
Kutak Rock LLP
Bond Ordinance: Ordinance No. of the Issuer, adopted
on , 2024, under which the Bond is to be
issued and secured
Rate Ordinance: Ordinance No. 6681 of the Issuer adopted on
September 19, 2023, pursuant to which water rates
and sewer rates are levied and water revenues and
sewer revenues are collected
Security:
Revenues ("System Revenues") of the Issuer's
combined water and sewer system (the "System")
Closing: 10:00 a.m., prevailing local time, on ,
2024, or at such other time or on such later date as
is mutually agreed upon, at the offices of Bond
Counsel in Little Rock, Arkansas
4887-2455-4666.4
Disbursement Cut Off Date: April 1, 2027
Authorizing
Legislation: Amendment 65 to the Constitution of the State of
Arkansas and Arkansas Code Annotated § 14-164-
401 et seq., § 14-234-201 et seq. and § 14-235-201 et
seq.
The Arkansas Natural Resources Commission (the "Commission") and the Arkansas
Development Finance Authority (the "Authority") hereby offer to enter into this Bond Purchase
Agreement (the "Agreement") with you (the "Issuer") for the purchase by the Authority from
moneys in the Drinking Water State Revolving Loan Fund Account, created by Arkansas Code
Annotated §15-22-1102, as the same may be amended from time to time, including the Drinking
Water Loan Account being held in connection with the Authority's Revolving Loan Fund
Revenue Bonds (the "Revolving Loan Fund"), and the sale by you of the Bond of the Issuer
more particularly described below. Upon approval by you and by the execution of the
acceptance hereof by the Mayor of the Issuer, this Agreement shall be in full force and effect in
accordance with its terms and shall be valid, binding and enforceable upon the Issuer, the
Commission and the Authority.
Further terms of this Agreement are:
Upon the terms and conditions and upon the basis of the representations herein set forth,
the Authority hereby agrees to purchase from the Issuer and the Issuer hereby agrees to sell to
the Authority the entire Principal Amount of the Bond to be issued under and secured by the
Bond Ordinance.
The Bond is being issued for the purpose of financing a portion of the cost of planning,
design and construction of a 48-inch water transmission line from the Beaver Water District to
the water system component of the Issuer's combined water and sewer system (the "System"),
together with related improvements, as described in the facilities plan furnished by the Issuer to
and concurred with by the Commission (the "Project"), paying or reimbursing costs incidental
thereto, and paying approved expenses incurred in connection with the issuance of the Bond, all
as set forth in Exhibit B hereto.
The Bond and Servicing Fee shall be secured by a pledge of and payable from revenues
of the System (the "System Revenues"). Rates for usage of the System (the "Rates") have been
levied and the System Revenues are collected pursuant to the Rate Ordinance.
The Bond shall be dated the date of the Closing. The Bond shall be authorized in an
amount up to the Principal Amount identified above, and shall bear interest at the Interest Rate
identified above. Principal and interest shall be amortized in accordance with the schedule set
forth on Exhibit A attached hereto (which is based upon monthly repayment of principal and
interest commencing one month following the Disbursement Cut Off Date and a 20-year
amortization), and the Issuer shall pay to the Authority on or before the first business day of each
month, commencing May 1, 2027, an amount equal to the next installment of interest and
principal due on the Bond, as shown in Exhibit A, to and including April 1, 2047. In addition to
2
4887-2455-4666.4
the payment of principal and interest on the Bond, the Issuer shall be obligated to pay the
Servicing Fee to the Authority. The Servicing Fee shall be payable on the first day of the month
after the Bond is issued and on the first day of each month thereafter through the Disbursement
Cut Off Date and continuing thereafter on the same dates shown in Exhibit A. The payment of
the Servicing Fee is expressly made subordinate to the payment of the principal of and interest
on the Bond. The Issuer agrees that any delay in completion of the Project beyond the
Disbursement Cut Off Date shall not result in any extension of the date on which principal and
interest payments are to be made on the Bond. The Bond shall be subject to redemption prior to
maturity, shall be payable, and shall be as otherwise described in the Bond Ordinance. Interest
on the Bond shall not be excludable from gross income for federal income tax purposes.
The Issuer recognizes that the Authority and the Commission shall be under no obligation
to provide any funds to the Issuer other than the proceeds of the Bond. If, for any reason, the
Issuer does not utilize the entire Bond proceeds, then in such event the Principal Amount of the
Bond will be reduced to the amount actually withdrawn. Any reduction of the Bond pursuant to
this provision shall result in pro rata reductions of the remaining installments of principal so that
the weighted average life of the Bond immediately following any such reduction shall be
substantially equal to the weighted average life of the Bond immediately prior to such reduction.
The Authority agrees to accept, or cause the registered owner of the Bond to accept, a new Bond
from the Issuer reflecting the revised payment schedule.
Subject to the terms and conditions and upon the basis of the representations herein set
forth, the Authority hereby agrees to purchase the Bond from the Issuer in installments from time
to time from moneys in the Revolving Loan Fund in an amount up to the Principal Amount, and
the Issuer hereby agrees to sell the Bond to the Authority at a price of one hundred percent
(100%) of the Principal Amount of the Bond purchased from time to time. The purchase price of
the Bond shall be paid in a series of advances in accordance with the provisions of paragraph 7.
The initial advance of the purchase price of the Bond shall take place at the Closing. At the
Closing, the Issuer will deliver, or cause to be delivered, to the Authority a single typewritten
bond, duly executed and authenticated, together with the other documents herein required, and
the Authority will accept delivery and make the initial advance of the purchase price of the Bond
by wire transfer of immediately available funds or by certified or official bank cashier's check as
directed by the Issuer. If the Closing and the initial advance do not occur within 180 days from
the date hereof, then the Authority's obligation to purchase the Bond is terminated.
So long as the Issuer is in compliance with the terms and provisions of this Agreement
and the Bond Ordinance and the representations and warranties of the Issuer made herein remain
true and correct, the Authority agrees to make, and the Commission agrees to approve, advances
of the purchase price of the Bond ("Disbursements") from moneys in the Revolving Loan Fund
as follows:
Disbursements shall only be made based upon actual work completed;
The Issuer may request reimbursement for costs not more often than monthly, provided,
however, during the Project performance period requests for reimbursement shall be limited to
quarterly;
4887-2455-4666.4
Disbursements shall be made for costs incurred prior to the Disbursement Cut Off Date,
and no Disbursement shall be made following the Disbursement Cut Off Date;
Disbursements shall be made for eligible work called for in the engineering services
contract and in the plans and specifications approved by the Commission and for Bond issuance
costs eligible under Title XV of the Rules of the Commission Governing Loans for the Safe
Drinking Water Fund, as now or hereafter amended ("Title XV Rules"); and
All requests for Disbursements must be made in accordance with the Title XV Rules and
shall be made by forwarding a completed copy of a Disbursement Request, in the form attached
as Exhibit C hereto, to the Commission, along with documentation for eligible Project Costs
incurred since the last Disbursement Request and not previously submitted.
In connection with the issuance and sale of the Bond to the Authority, the Issuer further
agrees to comply with the federal requirements set forth on the attached exhibit D (Required
Federal Conditions for SRF Loans), unless such requirement is waived by the Commission and
the Environmental Protection Agency. If the Issuer fails to comply with the federal
requirements, the Issuer may be required to pay the amount of the Disbursements in accordance
with the payment schedule in Exhibit A. For purposes of Exhibit D, the term :Borrower" therein
shall have the same meaning as "Issuer" herein.
The parties hereto acknowledge that the Authority intends to pledge the Bond to the
Trustee for the Authority's Revolving Loan Fund Revenue Bonds (the "ADFA Bonds"). The
Authority agrees not to make any other transfer or attempt to transfer the Bond without the prior
written consent of the Commission and without written disclosure to the transferee that the
interest on the Bond is includable in gross income for federal income tax purposes. Upon
transfer of the Bond, the Authority and the Commission may assign their rights hereunder to the
new owner of the Bond without consent of the Issuer. The Issuer shall not purchase any of the
ADFA Bonds or any other bonds issued for the purpose of providing funds to the Authority to
purchase the Bond.
The Issuer represents and warrants to, and agrees with the Authority and the Commission
that:
The Issuer is a city of the first class, duly organized and validly existing under the laws of
the State of Arkansas, and has, and at the date of Closing will have, full legal right, power and
authority (i) to enter into this Agreement, (ii) to adopt the Bond Ordinance and the Rate
Ordinance, (iii) to issue, sell and deliver the Bond to the Authority as provided herein, (iv) to
levy the Rates and pledge the System Revenues, and (v) to carry out and consummate the
transactions contemplated by this Agreement and the Bond Ordinance;
The Issuer has complied, and will at the date of Closing be in compliance, in all respects,
with the Authorizing Legislation;
By adoption of the Bond Ordinance pursuant to the Authorizing Legislation, the Issuer
has duly authorized and approved the execution and delivery of, and the performance by the
Issuer of the obligations contained in, the Bond and this Agreement and, when delivered to and
paid for by the Authority (in the manner described herein) at the Closing in accordance with the
El
4887-2455-4666.4
provisions of this Agreement, the Bond will have been duly authorized, executed, issued and
delivered and will constitute a valid and binding obligation of the Issuer in accordance with its
terms, in conformity with the Authorizing Legislation, entitled to the benefit and security of the
Bond Ordinance;
The financial statements of the Issuer delivered to the Commission and the Authority are
true and correct in all respects, have been prepared in accordance with generally accepted
governmental accounting standards for municipalities, consistently applied, and fairly present the
financial condition of the Issuer as of their respective dates;
The execution and delivery of this Agreement and the Bond, the adoption of the Bond
Ordinance and the Rate Ordinance, the pledge of the System Revenues to the Bond, and the
carrying out and consummation of the transactions contemplated by this Agreement and the
Bond Ordinance will not conflict with or constitute a breach of or default under any applicable
law or administrative regulation of the State of Arkansas or the United States or any judgment or
decree or any agreement or other instrument to which the Issuer is a parry or is otherwise subject;
There is no action, suit, proceeding or investigation involving the Issuer before or by any
court, public board or body pending or, to the knowledge of the Issuer, threatened wherein an
unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or
powers of the Issuer or the titles of its officials to their offices, (ii) enjoin or restrain the issuance,
sale or delivery of the Bond, the fixing and establishment of the Rates, the collection of the
System Revenues or the pledge thereof, (iii) in any way question or affect any of the rights,
powers, duties or obligations of the Issuer with respect to the System Revenues, (iv) in any way
question or affect any authority for the issuance of the Bond or the validity or enforceability of
the Bond, the Bond Ordinance or the Rate Ordinance, or (v) in any way question or affect this
Agreement or the transactions contemplated by this Agreement, or any other agreement or
instrument relating thereto to which the Issuer is a party;
The Rates have been duly fixed under the Rate Ordinance, and the System Revenues
have been duly pledged to the payment of the Bond under the Bond Ordinance pursuant to the
authority granted by the Authorizing Legislation; and
The Issuer will promptly remit each Disbursement to the person or persons to whom
payment is then due and owing.
The Issuer covenants and agrees with the Commission and the Authority:
(a) To comply with all applicable federal and State of Arkansas statutes and
regulations, including particularly, without limitation, the Title XV Rules;
(b) To utilize and expend the proceeds of the Bond in a timely and
expeditious manner by: (1) utilizing Bond proceeds for eligible Project Costs and
approved issuance costs, (2) proceeding expeditiously with and completing the Project,
and (3) completing all facilities recommended in the approved facilities plan;
(c) To establish and maintain adequate financial records for the Project in
accordance with "generally accepted governmental accounting standards" defined as, but
E
4887-2455-4666.4
not limited to, those contained in the U.S. General Accounting Office (GAO) publication
"Standards for Audit of Governmental Organizations, Programs, Activities and
Functions" (February 27, 1981), and make these records available to the Commission, the
EPA Inspector General, or their authorized representatives;
(d) To undertake the Project on its own responsibility and release and hold
harmless the Commission and the Authority, and their officers, members, directors and
employees, from any claim arising in connection with the design, construction or
operation of the Project or any other aspect of the System, including any matter due
solely to their own negligence;
(e) To comply with all terms and conditions of any construction contracts,
architectural or engineering agreements, and other agreements to which the Issuer is a
party affecting the Project, the premises of the System, and its operations and to require
its construction contractor to furnish both a performance bond and payment bond in the
full amount of the construction contract for the Project;
(f) To become familiar with and comply with all federal and state laws
pertaining to equal employment opportunities ensuring that all engineers and contractors
for the Project do not discriminate against any person on the basis of race, color, religion,
sex, age, national origin or handicap;
(g) To provide complete (unaudited) financial statements and budget
information for the System to the Commission, within 30 days of a written request from
the Commission, for any year(s) during which this Agreement is in effect;
(h) To maintain and operate the System in a sound and economical manner
and in accordance with standards as may be required or prescribed by federal, state or
local regulatory agencies;
(i) To obtain, review and make a determination that the Project is in
compliance with the Arkansas Water Plan; and
0) To comply with the federal requirements set forth in Exhibit D attached
hereto unless such requirements are waived by the Commission and the Environmental
Protection Agency. (For purposes of Exhibit D, the term `Borrower" therein shall have
the same meaning as the term "Issuer" herein.)
The Authority and the Commission have entered into this Agreement in reliance upon the
representations and agreements of the Issuer herein and the performance by the Issuer of its
obligations hereunder, both as of the date hereof and as of the date of the Closing. The
obligations of the Authority and the Commission under this Agreement are and shall be subject
to the following further conditions:
At the Closing, the Bond Ordinance and the Rate Ordinance shall be in full force and
effect and shall not have been amended, modified or supplemented after the date hereof except as
may have been agreed to by the Authority and the Commission, and the Issuer shall have duly
adopted and there shall be in full force and effect such other ordinances and resolutions as, in the
on
4887-2455-4666.4
opinion of Bond Counsel and the Commission, shall be necessary in connection with the
transactions contemplated hereby.
The representations and warranties of the Issuer contained herein shall be true, complete
and correct on the date hereof and on and as of the date of the Closing, as if made on and as of
the date of the Closing.
At or prior to the Closing, the Commission and the Authority shall have received the
following:
The Bond Ordinance and the Rate Ordinance, certified by the Issuer under
its seal as having been duly adopted and as being in full force and effect, with
only such amendments as may have been agreed to by the Commission and the
Authority;
An unqualified approving opinion, dated the date of the Closing, of Bond
Counsel, in form and substance satisfactory to the Commission and the Authority,
to the effect that:
(i) the Issuer is duly created and validly existing as a city of
the first class under the laws of the State of Arkansas, with the power to
adopt the Bond Ordinance and the Rate Ordinance, to perform the
agreements on its part contained in the Bond Ordinance, and to issue the
Bond;
the Bond has been duly authorized and issued by the Issuer and is a
valid and binding special obligation of the Issuer enforceable in
accordance with its terms;
the Bond is secured by an irrevocable pledge of the System
Revenues as provided in the Bond Ordinance, which pledge is valid and
enforceable; and
the interest on the Bond is exempt from all Arkansas state, county
and municipal taxes;
(3) A supplemental opinion, dated the date of Closing, of Bond
Counsel, in form and substance satisfactory to the Commission and the Authority,
to the effect that (i) the Bond and the Bond Ordinance conform in both form and
tenor to the provisions relating thereto summarized in the Term Sheet relating to
the Bond, (ii) if the Bond were being purchased on a tax-exempt basis, the Bond
would not constitute a "private activity bond" within the meaning of Section 141
of the Internal Revenue Code of 1986, as amended, (iii) the Agreement has been
authorized, executed and delivered by the Issuer and is a binding and enforceable
agreement of the Issuer enforceable in accordance with its terms, and (iv)
covering such other matters as may reasonably be requested by the Authority and
the Commission;
7
4887-2455-4666.4
(4) A certificate dated the date of the Closing and signed by the Mayor
and City Clerk of the Issuer to the effect that: (i) the representations and
warranties of the Issuer contained herein are true and correct in all material
respects on and as of the date of the Closing as if made on the date of the Closing,
(ii) the Issuer has complied with all agreements and covenants and satisfied all
conditions on its part to be complied with or satisfied at or prior to the Closing,
and (iii) there has been no material adverse change in the business, property or
financial condition of the System and the System has not incurred any material
liabilities other than in the normal course of business which have not been
disclosed in writing to the Commission and the Authority since the date of the
latest financial statements submitted to the Commission and the Authority;
(5) Two counterpart originals of a transcript of all proceedings relating
to the authorization and issuance of the Bond; and
(6) Such additional legal opinions, certificates, proceedings,
instruments and other documents as the Commission, the Authority and Bond
Counsel may reasonably request to evidence compliance by the Issuer with legal
requirements, the truth and accuracy, as of the time of Closing, of the
representations of the Issuer herein contained, and the due performance or
satisfaction by the Issuer at or prior to such time of all agreements then to be
performed and all conditions then to be satisfied by the Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions
hereof if, but only if, they are in form and substance satisfactory to the Commission and the
Authority. The performance of any and all obligations of the Issuer under this Agreement and
the performance of any and all conditions contained herein for the benefit of the Authority and
the Commission may be waived by the Authority and the Commission in their sole discretion.
The Issuer covenants and agrees with the Authority as follows:
(a) For purposes of this Agreement, the following terms shall have the
meanings set forth below.
"Financial Obligation" shall mean a
(i) debt obligation;
(ii) derivative instrument entered into in connection with, or
pledged as security or a source of payment for, an existing or planned debt
obligation; or
(iii) guarantee of obligations described in (i) or (ii).
4887-2455-4666.4
The term Financial Obligation shall not include municipal securities as to
which a final official statement has been provided to the Municipal Securities
Rulemaking Board consistent with Rule 15c2-12.
"Rule 15c2-12" shall mean Rule 15c2-12 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as the same
may be amended from time to time (17 C.F.R., Part 240 §240.15c2-12).
"Obligated Person" shall mean any person who is committed by contract
or other arrangement to support payments in a sum equal to twenty percent (20%)
or more of the aggregate payments of the loans, including the Bond, which
comprise the Revolving Loan Funds administered by the Authority, and which are
pledged as security for ADFA Bonds.
(b) If, during any fiscal year of the Authority, the outstanding obligations of
the Issuer under the terms of the Bond shall cause the Issuer to be deemed an Obligated
Person, and unless in the opinion of bond counsel for the ADFA Bonds an exemption
from Rule 15c2-12 is then available, the Issuer shall, upon notice from the Authority, on
or before October 251h after the close of each fiscal year of the Authority, furnish the
Authority (i) a copy of the latest financial statements of the Issuer (or the System if
separately audited) prepared in accordance with generally accepted government
accounting standards and audited by its independent auditors (or, if not available as of
such date, the latest unaudited financial statements of the Issuer (or the System if
separately audited) and, as soon thereafter as available, the audited financial statements)
and (ii) such financial information and operating data relating to the Issuer and the
System as agreed to by the Issuer and the Authority.
(c) The Issuer shall provide to the Authority, within five (5) business days
after the occurrence thereof, notice of any of the following events with respect to the
Bond:
(1) any principal or interest payment delinquency with respect to the
=4
(2) any non-payment related default under the Bond Ordinance, the
Bond or this Agreement, if material;
(3) any event that would cause the Bond to be a "private activity bond"
under the Internal Revenue Code of 1986, as amended;
(4) any release, substitution or sale of property securing repayment of
the Bond, if material;
(5) bankruptcy, insolvency, receivership or similar event of the Issuer;
I
4887-2455-4666.4
(6) the consummation of a merger, consolidation or acquisition
involving the Issuer or the sale of all or substantially all of the assets of the Issuer,
other than in the ordinary course of business, the entry into a definitive agreement
to undertake such action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
(7) incurrence of a Financial Obligation if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation, any of which affect owners of the ADFA Bonds, if material;
and
(8) default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a Financial Obligation, any of
which reflect financial difficulties.
(d) The Issuer's obligations under this paragraph shall terminate upon the
prior redemption or payment in full of the Bond.
(e) Nothing in this paragraph shall be deemed to prevent the Issuer from
disseminating any other information, or including any other information in any notice or
report made hereunder, in addition to that which is specifically required by this
paragraph. If the Issuer chooses to include any information in any report or notice made
hereunder in addition to that which is specifically required by this paragraph, the Issuer
shall have no obligation hereunder to update such information or include it in any future
report or notice.
(f) The reporting requirements set forth in this Agreement are in addition to
the financial reporting requirements set forth in the Bond Ordinance.
All notices, demands and formal actions hereunder will be in writing mailed, telegraphed
or delivered to the parties at the following addresses:
The Issuer: City of Fayetteville, Arkansas
113 West Mountain Street
Fayetteville, Arkansas 72701
Attention: Mayor
The Commission: Arkansas Natural Resources Commission
101 E. Capitol Avenue, Suite 350
Little Rock, Arkansas 72203
Attention: Zach Smith
The Authority: Arkansas Development Finance Authority
1 Commerce Way, Suite 602
Little Rock, Arkansas 72202
Attention: Chief Financial Officer
10
4887-2455-4666.4
The Issuer shall create a special fund designated as the "Depreciation Fund" (the
"Depreciation Fund"). The Issuer shall deposit into the Depreciation Fund, a sum equal to 5% of
the gross monthly System Revenues for the preceding month. Once the Depreciation Fund
reaches an amount equal to $8,500,000.00 (or such lesser amount as represents 10% of proceeds
of the Bond drawn) (the "Required Level"), the Issuer shall not be required to make further
deposits into the Depreciation Fund; provided, however, that monthly deposits must resume if
the amount in Depreciation Fund drops below the Required Level, until such time as the
Required Level is once again reached. Moneys in the Depreciation Fund may be used for the
purpose of paying the cost of necessary repairs or replacements to the System or for other
purposes approved by the Commission. Funds may only be withdrawn from the Depreciation
Fund with the prior written consent of the Commission.
All representations, warranties, and covenants of the Issuer contained herein shall remain
operative and in full force and shall survive (a) the execution and delivery of this Agreement, (b)
any investigation made by or on behalf of the Commission or the Authority, (c) the purchase of
the Bond hereunder, and (d) any disposition of or payment for the Bond.
Any audit or review of plans and specifications and any inspection of the work shall be
for the Commission's convenience only in order to determine that they are within the approved
scope of the Project. No such review and inspection, approvals and disapprovals shall be an
undertaking by the Commission of responsibility for design or construction.
Neither the Commission nor the Authority is a partner, joint venturer, or in any other way
a parry to the Project or the operation of the System. Neither the Commission nor the Authority
shall in any way be liable or responsible by reason of the provisions hereof to the Issuer or to any
third party for the payment of any claims in connection therewith.
This Agreement may be executed in any number of counterparts with each executed
counterpart constituting an original but all of which together shall constitute one and the same
instrument.
11
4887-2455-4666.4
This Agreement will inure to the benefit of and be binding upon the parties hereto and
their successors and will not confer any rights upon any other person. This Agreement shall be
governed by and construed in accordance with the laws of the State of Arkansas.
ARKANSAS NATURAL RESOURCES
COMMISSION
By:_
Title:
ARKANSAS DEVELOPMENT FINANCE
AUTHORITY
By:_
Title:
ACCEPTED this day of 92024.
CITY OF FAYETTEVILLE, ARKANSAS
By:
Title: Mayor
12
4887-2455-4666.4
EXHIBIT A
Amortization Schedule
Date
Payment Amount
Interest
Servicing Fee
Principal
May 1, 2027
$ 381,503.44
$ -0-
$ 53,125.00
$ 328,378.44
June 1, 2027
381,503.44
-0-
52,919.76
328,583.68
July 1, 2027
381,503.44
-0-
52,714.40
328,789.04
August 1, 2027
381,503.44
-0-
52,508.91
328,994.53
September 1, 2027
381,503.44
-0-
52,303.28
329,200.16
October 1, 2027
381,503.44
-0-
52,097.53
329,405.91
November 1, 2027
381,503.44
-0-
51,891.66
329,611.78
December 1, 2027
381,503.44
-0-
51,685.65
329,817.79
January 1, 2028
381,503.44
-0-
51,479.51
330,023.93
February 1, 2028
381,503.44
-0-
51,273.25
330,230.19
March 1, 2028
381,503.44
-0-
51,066.85
330,436.59
April 1, 2028
381,503.44
-0-
50,860.33
330,643.11
May 1, 2028
381,503.44
-0-
50,653.68
330,849.76
June 1, 2028
381,503.44
-0-
50,446.90
331,056.54
July 1, 2028
381,503.44
-0-
50,239.99
331,263.45
August 1, 2028
381,503.44
-0-
50,032.95
331,470.49
September 1, 2028
381,503.44
-0-
49,825.78
331,677.66
October 1, 2028
381,503.44
-0-
49,618.48
331,884.96
November 1, 2028
381,503.44
-0-
49,411.05
332,092.39
December 1, 2028
381,503.44
-0-
49,203.49
332,299.95
January 1, 2029
381,503.44
-0-
48,995.81
332,507.63
February 1, 2029
381,501.44
-0-
48,787.99
332,715.45
March 1, 2029
381,503.44
-0-
48,580.04
332,923.40
April 1, 2029
381,503.44
-0-
48,371.96
333,131.48
May 1, 2029
381,503.44
-0-
48,163.76
333,339.68
June 1, 2029
381,503.44
-0-
47,955.42
333,548.02
FEW
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
July 1, 2029
$ 381,503.44
$ -0-
$ 47,746.95
August 1, 2029
381,503.44
-0-
47,538.35
September 1, 2029
381,503.44
-0-
47,329.63
October 1, 2029
381,503.44
-0-
47,120.77
November 1, 2029
381,503.44
-0-
46,911.78
December 1, 2029
381,503.44
-0-
46,702.66
January 1, 2030
381,503.44
-0-
46,493.41
February 1, 2030
381,503.44
-0-
46,284.03
March 1, 2030
381,503.44
-0-
46,074.52
April 1, 2030
381,503.44
-0-
45,864.87
May 1, 2030
381,503.44
-0-
45,655.10
June 1, 2030
381,503.44
-0-
45,445.19
July 1, 2030
381,503.44
-0-
45,235.16
August 1, 2030
381,503.44
-0-
45,024.99
September 1, 2030
381,503.44
-0-
44,814.69
October 1, 2030
381,503.44
-0-
44,604.26
November 1, 2030
381,503.44
-0-
44,393.70
December 1, 2030
381,503.44
-0-
44,183.00
January 1, 2031
381,503.44
-0-
43,972.18
February 1, 2031
381,503.44
-0-
43,761.22
March 1, 2031
381,503.44
-0-
43,550.13
April 1, 2031
381,503.44
-0-
43,338.91
May 1, 2031
381,503.44
-0-
43,127.56
June 1, 2031
381,503.44
-0-
42,916.07
July 1, 2031
381,503.44
-0-
42,704.46
August 1, 2031
381,503.44
-0-
42,492.71
September 1, 2031
381,503.44
-0-
42,280.83
October 1, 2031
381,503.44
-0-
42,068.81
November 1, 2031
381,503.44
-0-
41,856.66
FEW
Principal
333,756.49
333,965.09
334,173.81
334,382.67
334,591.66
334,800.78
335,010.03
335,219.41
335,428.92
335,638.57
335,848.34
336,058.25
336,268.28
336,478.45
336,688.75
336,899.18
337,109.74
337,320.44
337,531.26
337,742.22
337,953.31
33 8,164.53
338,375.88
338,587.37
338,798.98
339,010.73
339,222.61
339,434.63
339,646.78
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
December 1, 2031
$ 381,503.44
$ -0-
$ 41,644.39
January 1, 2032
381,503.44
-0-
41,431.97
February 1, 2032
381,503.44
-0-
41,219.43
March 1, 2032
381,503.44
-0-
41,006.75
April 1, 2032
381,503.44
-0-
40,793.94
May 1, 2032
381,503.44
-0-
40,581.00
June 1, 2032
381,503.44
-0-
40,367.92
July 1, 2032
381,503.44
-0-
40,154.71
August 1, 2032
381,503.44
-0-
39,941.37
September 1, 2032
381,503.44
-0-
39,727.89
October 1, 2032
381,503.44
-0-
39,514.28
November 1, 2032
381,503.44
-0-
39,300.54
December 1, 2032
381,503.44
-0-
39,086.66
January 1, 2033
381,503.44
-0-
38,872.65
February 1, 2033
381,503.44
-0-
38,658.51
March 1, 2033
381,503.44
-0-
38,444.23
April 1, 2033
381,503.44
-0-
38,229.82
May 1, 2033
381,503.44
-0-
38,015.27
June 1, 2033
381,503.44
-0-
37,800.59
July 1, 2033
381,503.44
-0-
37,585.78
August 1, 2033
381,503.44
-0-
37,370.83
September 1, 2033
381,503.44
-0-
37,155.75
October 1, 2033
381,503.44
-0-
36,940.53
November 1, 2033
381,503.44
-0-
36,725.18
December 1, 2033
381,503.44
-0-
36,509.69
January 1, 2034
381,503.44
-0-
36,294.07
February 1, 2034
381,503.44
-0-
36,078.31
March 1, 2034
381,503.44
-0-
35,862.42
April 1, 2034
381,503.44
-0-
35,646.40
FEW
Principal
339,859.05
340,071.47
340,284.01
340,496.69
340,709.50
340,922.44
341,135.52
341,348.73
341,562.07
341,775.55
341,989.16
342,202.90
342,416.78
342,630.79
342,844.93
343,059.21
343,273.62
343,488.17
343,702.85
343,917.66
344,132.61
344,347.69
344,562.91
344,778.26
344,993.75
345,209.37
345,425.13
345,641.02
345,857.04
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
May 1, 2034
$ 381,503.44
$ -0-
$ 35,430.24
June 1, 2034
381,503.44
-0-
35,213.94
July 1, 2034
381,503.44
-0-
34,997.51
August 1, 2034
381,503.44
-0-
34,780.94
September 1, 2034
381,503.44
-0-
34,564.24
October 1, 2034
381,503.44
-0-
34,347.40
November 1, 2034
381,503.44
-0-
34,130.43
December 1, 2034
381,503.44
-0-
33,913.32
January 1, 2035
381,503.44
-0-
33,696.08
February 1, 2035
381,503.44
-0-
33,478.70
March 1, 2035
381,503.44
-0-
33,261.19
April 1, 2035
381,503.44
-0-
33,043.53
May 1, 2035
381,503.44
-0-
32,825.75
June 1, 2035
381,503.44
-0-
32,607.82
July 1, 2035
381,503.44
-0-
32,389.76
August 1, 2035
381,503.44
-0-
32,171.57
September 1, 2035
381,503.44
-0-
31,953.23
October 1, 2035
381,503.44
-0-
31,734.77
November 1, 2035
381,503.44
-0-
31,516.16
December 1, 2035
381,503.44
-0-
31,297.42
January 1, 2036
381,503.44
-0-
31,078.54
February 1, 2036
381,503.44
-0-
30,859.52
March 1, 2036
381,503.44
-0-
30,640.37
April 1, 2036
381,503.44
-0-
30,421.08
May 1, 2036
381,503.44
-0-
30,201.66
June 1, 2036
381,503.44
-0-
29,982.09
July 1, 2036
381,503.44
-0-
29,762.39
August 1, 2036
381,503.44
-0-
29,542.55
September 1, 2036
381,503.44
-0-
29,322.58
Principal
346,073.20
346,289.50
346,505.93
346,722.50
346,939.20
347,156.04
347,373.01
347,590.12
347,807.36
348,024.74
348,242.25
348,459.91
348,677.69
348,895.62
349,113.68
349,331.87
349,550.21
349,768.67
349,987.28
350,206.02
350,424.90
350,643.92
350,863.07
351,082.36
351,301.78
351,521.35
351,741.05
351,960.89
352,180.86
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
October 1, 2036
$ 381,503.44
$ -0-
$ 29,102.46
November 1, 2036
381,503.44
-0-
28,882.21
December 1, 2036
381,503.44
-0-
28,661.83
January 1, 2037
381,503.44
-0-
28,441.30
February 1, 2037
381,503.44
-0-
28,220.64
March 1, 2037
381,503.44
-0-
27,999.83
April 1, 2037
381,503.44
-0-
27,778.89
May 1, 2037
381,503.44
-0-
27,557.82
June 1, 2037
381,503.44
-0-
27,336.60
July 1, 2037
381,503.44
-0-
27,115.25
August 1, 2037
381,503.44
-0-
26,893.75
September 1, 2037
381,503.44
-0-
26,672.12
October 1, 2037
381,503.44
-0-
26,450.35
November 1, 2037
381,503.44
-0-
26,228.44
December 1, 2037
381,503.44
-0-
26,006.40
January 1, 2038
381,503.44
-0-
25,784.21
February 1, 2038
381,503.44
-0-
25,561.89
March 1, 2038
381,503.44
-0-
25,339.42
April 1, 2038
381,503.44
-0-
25,116.82
May 1, 2038
381,503.44
-0-
24,894.08
June 1, 2038
381,503.44
-0-
24,671.20
July 1, 2038
381,503.44
-0-
24,448.18
August 1, 2038
381,503.44
-0-
24,225.02
September 1, 2038
381,503.44
-0-
24,001.72
October 1, 2038
381,503.44
-0-
23,778.28
November 1, 2038
381,503.44
-0-
23,554.70
December 1, 2038
381,503.44
-0-
23,330.99
January 1, 2039
381,503.44
-0-
23,107.13
February 1, 2039
381,503.44
-0-
22,883.13
E
Principal
352,400.98
352,621.23
352,841.61
353,062.14
353,282.80
353,503.61
353,724.55
353,945.62
354,166.84
354,388.19
354,609.69
354,831.32
355,053.09
355,275.00
355,497.04
355,719.23
355,941.55
356,164.02
356,386.62
356,609.36
356,832.24
357,055.26
357,278.42
357,501.72
357,725.16
357,948.74
358,172.45
358,396.31
358,620.31
4887-2455-4666.4
Date
March 1, 2039
April 1, 2039
May 1, 2039
June 1, 2039
July 1, 2039
August 1, 2039
September 1, 2039
October 1, 2039
November 1, 2039
December 1, 2039
January 1, 2040
February 1, 2040
March 1, 2040
April 1, 2040
May 1, 2040
June 1, 2040
July 1, 2040
August 1, 2040
September 1, 2040
October 1, 2040
November 1, 2040
December 1, 2040
January 1, 2041
February 1, 2041
March 1, 2041
April 1, 2041
May 1, 2041
June 1, 2041
July 1, 2041
Payment Amount
Interest
Servicing Fee
$ 381,503.44
$ -0-
$ 22,658.99
381,503.44
-0-
22,434.71
381,503.44
-0-
22,210.30
381,503.44
-0-
21,985.74
381,503.44
-0-
21,761.04
381,503.44
-0-
21,536.20
381,503.44
-0-
21,311.22
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
381,503.44
E
-0-
-0-
-0-
-0-
IN -0-
-0-
-0-
-0-
-0-
-0-
IN -0-
-0-
-0-
-0-
-0-
-0-
21,086.10
20,860.84
20,635.44
20,409.90
20,184.21
19,958.39
19,732.42
19,506.32
19,280.07
19,053.68
18,827.15
18,600.47
18,373.66
18,146.70
17,919.61
17,692.37
17,464.98
17,237.46
17,009.79
16,781.99
16,554.03
16,325.94
Principal
358,844.45
359,068.73
359,293.14
359,517.70
359,742.40
359,967.24
360,192.22
360,417.34
360,642.60
360,868.00
361,093.54
361,319.23
361,545.05
361,771.02
361,997.12
362,223.37
362,449.76
362,676.29
362,902.97
363,129.78
363,356.74
363,583.83
363,811.07
364,038.46
364,265.98
364,493.65
364,721.45
364,949.41
365,177.50
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
August 1, 2041
$ 381,503.44
$ -0-
$ 16,097.70
September 1, 2041
381,503.44
-0-
15,869.33
October 1, 2041
381,503.44
-0-
15,640.80
November 1, 2041
381,503.44
-0-
15,412.14
December 1, 2041
381,503.44
-0-
15,183.33
January 1, 2042
381,503.44
-0-
14,954.38
February 1, 2042
381,503.44
-0-
14,725.29
March 1, 2042
381,503.44
-0-
14,496.05
April 1, 2042
381,503.44
-0-
14,266.67
May 1, 2042
381,503.44
-0-
14,037.15
June 1, 2042
381,503.44
-0-
13,807.49
July 1, 2042
381,503.44
-0-
13,577.68
August 1, 2042
381,503.44
-0-
13,347.72
September 1, 2042
381,503.44
-0-
13,117.62
October 1, 2042
381,503.44
-0-
12,887.38
November 1, 2042
381,503.44
-0-
12,657.00
December 1, 2042
381,503.44
-0-
12,426.47
January 1, 2043
381,503.44
-0-
12,195.80
February 1, 2043
381,503.44
-0-
11,964.98
March 1, 2043
381,503.44
-0-
11,734.02
April 1, 2043
381,503.44
-0-
11,502.91
May 1, 2043
381,503.44
-0-
11,271.66
June 1, 2043
381,503.44
-0-
11,040.27
July 1, 2043
381,503.44
-0-
10,808.73
August 1, 2043
381,503.44
-0-
10,577.04
September 1, 2043
381,503.44
-0-
10,345.21
October 1, 2043
381,503.44
-0-
10,113.24
November 1, 2043
381,503.44
-0-
9,881.12
December 1, 2043
381,503.44
-0-
9,648.86
EWA
Principal
365,405.74
365,634.11
365,862.64
366,091.30
366,320.11
366,549.06
366,778.15
367,007.39
367,236.77
367,466.29
367,695.95
367,925.76
368,155.72
368,385.82
368,616.06
368,846.44
369,076.97
369,307.64
369,538.46
369,769.42
370,000.53
370,231.78
370,463.17
370,694.71
370,926.40
371,158.23
371,390.20
371,622.32
371,854.58
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
January 1, 2044
$ 381,503.44
$ -0-
$ 9,416.45
February 1, 2044
381,503.44
-0-
9,183.89
March 1, 2044
381,503.44
-0-
8,951.19
April 1, 2044
381,503.44
-0-
8,718.35
May 1, 2044
381,503.44
-0-
8,485.36
June 1, 2044
381,503.44
-0-
8,252.22
July 1, 2044
381,503.44
-0-
8,018.94
August 1, 2044
381,503.44
-0-
7,785.51
September 1, 2044
381,503.44
-0-
7,551.94
October 1, 2044
381,503.44
-0-
7,318.22
November 1, 2044
381,503.44
-0-
7,084.35
December 1, 2044
381,503.44
-0-
6,850.34
January 1, 2045
381,503.44
-0-
6,616.18
February 1, 2045
381,503.44
-0-
6,381.88
March 1, 2045
381,503.44
-0-
6,147.43
April 1, 2045
381,503.44
-0-
5,912.83
May 1, 2045
381,503.44
-0-
5,678.09
June 1, 2045
381,503.44
-0-
5,443.19
July 1, 2045
381,503.44
-0-
5,208.16
August 1, 2045
381,503.44
-0-
4,972.97
September 1, 2045
381,503.44
-0-
4,737.64
October 1, 2045
381,503.44
-0-
4,502.16
November 1, 2045
381,503.44
-0-
4,266.54
December 1, 2045
381,503.44
-0-
4,030.76
January 1, 2046
381,503.44
-0-
3,794.84
February 1, 2046
381,503.44
-0-
3,558.77
March 1, 2046
381,503.44
-0-
3,322.56
April 1, 2046
381,503.44
-0-
3,086.20
May 1, 2046
381,503.44
-0-
2,849.69
Principal
372,086.99
372,319.55
372,552.25
372,785.09
373,018.08
373,251.22
373,484.50
373,717.93
373,951.50
374,185.22
374,419.09
374,653.10
374,887.26
375,121.56
375,356.01
375,590.61
375,825.35
376,060.25
376,295.28
376,530.47
376,765.80
377,001.28
377,236.90
377,472.68
377,708.60
377,944.67
378,180.88
378,417.24
378,653.75
4887-2455-4666.4
Date
Payment Amount
Interest
Servicing Fee
Principal
June 1, 2046
$ 381,503.44
$ -0-
$ 2,613.03
$ 378,890.41
July 1, 2046
381,503.44
-0-
2,376.22
379,127.22
August 1, 2046
381,503.44
-0-
2,139.27
379,364.17
September 1, 2046
381,503.44
-0-
1,902.16
379,601.28
October 1, 2046
381,503.44
-0-
1,664.91
379,838.53
November 1, 2046
381,503.44
-0-
1,427.51
380,075.93
December 1, 2046
381,503.44
-0-
1,189.97
380,313.47
January 1, 2047
381,503.44
-0-
952.27
380,551.17
February 1, 2047
381,503.44
-0-
714.43
380,789.01
March 1, 2047
381,503.44
-0-
476.43
381,027.01
April 1, 2047
381,503.09
-0-
238.29
381,264.80
TOTALS:
$91,560.825.25
$ -0-
$6,560,825.25
$85,000,000.00
EWX
4887-2455-4666.4
EXHIBIT B
Uses of Funds
Issuer: City of Fayetteville, Arkansas
Loan Number: 02357-DW-L
Item Costs
Planning and Design $ 9,550,000
Administrative Fee -0-
Local Loan Expenses 35,000
Capitalized Interest -0-
Construction Costs 75,415,000
Contingency -0-
Principal Amount: $85.000.000
4887-2455-4666.4
EXHIBIT C
Disbursement Request
Project Name: Request Number: 01 (Loan Closing)
Project Number: Percent Completed:
Loan Number:
Employer ID No.:
Cost Classification
Cost Incurred
to Date
RLF Eligible
Amount
Previous RLF
Disbursements
RLF Payment Due
this Request
a. Construction - Plant
$ -
b. Construction - Linework
$ -
$ -
$
$ -
c. Pre-App and PER
$ -
$ -
$
$ -
d. Environmental Info Document
$ -
$ -
$
$ -
e. Facility Plan
$ -
$ -
$
$ -
f. A/E Basic Fees - Design Phase
$ -
$ -
$
$ -
g. A/E Basic Fees -Bid Phase
$ -
$ -
$
$ -
h. A/E Basic Fees-Const. Phase
$ -
$ -
$
$ -
i. Inspection Phase
$ -
$ -
$
$ -
j. Project Performance Work Plan
$ -
$ -
$
$ -
k. Project Performance Fees
$ -
$ -
$
$ -
I. 0&M Manual
$ -
$ -
$
$ -
m. Davis -Bacon Reports
$ -
$ -
$
$ -
n. AIS Verifications
$ -
$ -
$
$ -
o. Section F - Additional Engineering
$ -
$ -
$
$ -
p. Legal Fees
$ -
$ -
$
$ -
q. Owner Reimbursement
$ -
$ -
$
$ -
r. Other
$ -
$ -
$
$
S.
$ -
TOTAL
$ -
$ -
$
$ -
I certify that to the best of my
knowledge, that this
disbursement request
Requested
By:
Signature of Authorized Certifying Official
Date Report Submitted:
Typed or Printed Name and Title
Telephone Number:
C-1
4887-2455-4666.4
accurately reflects the total
RLF amount due to date and
that all costs requested are in
Signature of Engineering Consultant
Date Signed:
accordance with the terms of
Prepared
Typed or Printed Name and Title
Telephone Number:
the bond purchase
By:
agreement and RLF
regulations. I further certify
that all work has been
Signature of RLF Official
Date Signed:
inspected and performed in
accordance with RLF program
requirements.
Approved
Typed or Printed Name and Title
Telephone Number:
By:
Signature of Project Engineer
Date Signed:
Typed or Printed Name and Title I Telephone Number
C-2
4887-2455-4666.4
EXHIBIT D
REQUIRED FEDERAL CONDITIONS FOR SRF LOANS
Accounting Standards
The Borrower shall establish and maintain an accounting system and internal controls
which will ensure the recording and safeguarding of all project activities in accordance
with Generally Accepted Accounting Principles (GAAP) as promulgated by the
Governmental Accounting Standards Board (GASB). The Borrower shall maintain
separate accounting records for the project accounts in accordance with the CWSRF
regulation 40 CFR 35.3135(i) or the DWSRF regulation 40 CFR 35.3550(i) as appropriate.
OMB — Uniform Guidance Subpart F Audits
In accordance with 2 CFR 200.501(a), the Borrower hereby agrees to obtain a single audit
from an independent auditor, if their organization expends $750,000 or more in total
Federal funds in their fiscal year beginning on or after December 26, 2014. The Borrower
must submit the form SF -SAC and a Single Audit Report Package within 9 months of the
end of the Borrower's fiscal year or 30 days after receiving the report from an independent
auditor. The SF -SAC and a Single Audit Report Package MUST be submitted using the
Federal Audit Clearinghouse's Internet Data Entry System available at:
https://facides.census.gov/ . For complete information on how to accomplish the single
audit submissions, you will need to visit the Federal Audit Clearinghouse Web site:
htlps://facweb.census.gov/
Note: The FAC will transition from the U.S. Census Bureau (Census) to the U.S. General
Services Administration (GSA) on October 1, 2023. At that time, all submissions will need
to be made through the new FAC hosted by GSA. Any draft not fully submitted to the
Census FAC by October 1, 2023, may need to be completely re -started at the new GSA
FAC. Click here to access/bookmark the future GSA FAC site, and get updates about the
transition.
Wale Rate Requirements (Davis -Bacon Act):
The Borrower agrees to include in all agreements to provide assistance for any construction
project carried out in whole or in part with such assistance made available by either a State
water pollution control revolving fund as authorized by title VI of the Federal Water
Pollution Control Act (33 U.S.C. 1381 et seq.) or with such assistance made available
under section 205(m) of that Act (33 U.S.C. 1285(m)), or both, a term and condition
requiring compliance with the requirements of section 513 of that Act (33 U.S.C. 1372); or
a drinking water revolving loan fund as authorized by section 1452 of the Safe Drinking
Water Act (42 U.S.C. 300j-12), a term and condition requiring compliance with the
requirements of section 1450(e) of the Safe Drinking Water Act (42 U.S.C.300j-9(e)) in all
procurement contracts and sub -grants, and require that loan recipients, procurement
contractors and sub -grantees include such a term and condition in subcontracts and other
D-1
4887-2455-4666.4
lower tiered transactions. All contracts and subcontracts for any construction project
carried out in whole or in part with assistance made available as stated herein shall insert in
full in any contract in excess of $2,000 the contract clauses as attached hereto entitled
"Wage Rate Requirements Under The Clean Water Act, Section 513 and the Safe Drinking
Water Act, Section 1450(e)." This term and condition applies to all agreements to provide
assistance under the authorities referenced herein, whether in the form of a loan, bond
purchase, grant, or any other vehicle to provide financing for a project, where such
agreements are executed on or after October 30, 2009.
See "Attachment A" for the Davis Bacon wage rate requirements.
Responsibilities of Participants Regarding Doing Business with Other Persons (Debarment)
Borrower shall fully comply with Subpart C of 2 C.F.R. Part 180 entitled, "Responsibilities
of Participants Regarding Transactions Doing Business with Other Persons," as
implemented and supplemented by 2 C.F.R. Part 1532. Borrower is responsible for
ensuring that any lower tier covered transaction, as described in Subpart B of 2 C.F.R. Part
180, entitled "Covered Transactions," and 2 C.F.R. § 1532.220, includes a term or
condition requiring compliance with 2 C.F.R. Part 180, Subpart C. Borrower is responsible
for further requiring the inclusion of a similar term and condition in any subsequent lower
tier covered transactions. Borrower acknowledges that failing to disclose the information
required under 2 C.F.R. § 180.335 to the EPA office that is entering into the transaction
with the Borrower may result in the delay or negation of this assistance agreement, or
pursuance of administrative remedies, including suspension and debarment. Borrowers may
access the System for Award Management (SAM) exclusion list at https:Hsam.gov/SAM/
to determine whether an entity or individual is presently excluded or disqualified.
Utilization of Disadvantaged, Minority and Women's Business Enterprises
The Borrower agrees to comply with the requirements of EPA's Program for Utilization of
Disadvantaged, Minority and Women's Business Enterprises (DBE/MBE/WBE) in
procurement under assistance agreements, contained in 40 CFR Part 33. This includes the
contract administration provisions of 40 CFR 33.302.
GOOD FAITH EFFORTS, 40 CFR, Part 33, Subpart C
Pursuant to 40 CFR, Section 33.301, the Borrower agrees to make the following good faith
efforts whenever procuring construction, equipment, services and supplies under an EPA
financial assistance agreement, and to require that prime contractors also comply. Records
documenting compliance with the six good faith efforts shall be retained.
(a) Require DBEs are made aware of contracting opportunities to the fullest extent
practicable through outreach and recruitment activities. For Indian Tribal, State and
Local and Government recipients, this will include placing DBEs on solicitation lists
and soliciting them whenever they are potential sources.
(b) Make information on forthcoming opportunities available to DBEs and arrange time
frames for contracts and establish delivery schedules, where the requirements permit,
D-2
4887-2455-4666.4
in a way that encourages and facilitates participation by DBEs in the competitive
process. This includes, whenever possible, posting solicitations for bids or proposals
for a minimum of 30 calendar days before the bid or proposal closing date.
(c) Consider in the contracting process whether firms competing for large contracts could
subcontract with DBEs. For Indian Tribal, State and local Government recipients, this
will include dividing total requirements when economically feasible into smaller tasks
or quantities to permit maximum participation by DBEs in the competitive process.
(d) Encourage contracting with a consortium of DBEs when a contract is too large for
one of these firms to handle individually.
(e) Use the services and assistance of the SBA and the Minority Business Development
Agency of the Department of Commerce.
(f) If the prime contractor awards subcontracts, require the prime contractor to take the
steps in paragraphs (a) through (e) of this section
MBE/WBE REPORTING, 40 CFR, Part 33, Sections 33.502 and 33.503
The Borrower agrees to complete and submit EPA Form 5700-52A, "MBE/WBE Utilization
Under Federal Grants, Cooperative Agreements and Interagency Agreements," or other
designated reporting form, beginning with the Federal fiscal year reporting period the recipient
receives the award and continuing each quarter until the project is completed. Regardless of the
activity, if the project is not complete, reports must be submitted to meet the reporting
requirement each quarter. Failure to submit reports timely, could result in non-compliance.
According to eCFR title 2, subtitle A, chapter II, Part 200, Part D 200.339 "remedies for
noncompliance" list six (6) circumstances the State can take for noncompliance, the list can be
found at https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/subpart-
D?toc=I.Only procurements with certified MBE/WBEs are counted toward a recipient's
MBE/WBE accomplishments. Quarterly reports are due by the 15th of the month following the
end of each quarter:
Period
Due Date
Jan — Mar
Apr 15
Apr — Jun
Jul 15
Jul — Sept
Oct 15
Oct — Dec
Jan 15
SAM and UEI Requirements
System for Award Management and Universal Identifier Requirements.
A. Requirement for System for Award Management (SAM) unless exempted from this
requirement under 2 CFR 25.110, the Borrower must maintain current information in
the SAM. This includes information on the Borrower's immediate and highest -level
owner and subsidiaries, as well as on all the Borrower's predecessors that have been
awarded a federal contract or federal financial assistance within the last three years, if
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applicable, until the submittal of the final financial report required under this award or
receipt of the final payment, whichever is later. This requires that the Borrower
reviews and updates the information at least annually after the initial registration, and
more frequently if required by changes in the information or another award term,
B. Requirement for Unique Entity ID Numbers (UEI)to receive funding Borrower must
provide and maintain status of its UEI.
C. Definitions. For purposes of this condition:
1. System for Award Mana eg ment (SAM) means the Federal repository into which
an entity must provide information required for the conduct of business as a
recipient. Additional information about registration procedures may be found at
the System for Award Management (SAM) Internet site: https://www.sam.gov.
2. The Unique Entity ID number (UEI) is a 12-character alphanumeric ID assigned
to an entity by SAM.gov. The Unique Entity ID (UEI) is the official identifier
for doing business with the U.S. Government as of April 4, 2022. Entities
registering in SAM.gov are assigned a Unique Entity ID as a part of the
registration process. Entity uniqueness continues to be validated by an entity
validation service. _As part of this transition, the DUNS Number has been
removed from SAM.gov.
3. Entity, as it is used in this award term, means all of the following, as defined at
2 CFR Part 25, subpart C:
a. A Governmental organization, which is a State, local government, or
Indian tribe;
b. A foreign public entity;
C. A domestic or foreign nonprofit organization;
d. A domestic or foreign for -profit organization; and
e. A Federal agency, but only as a subrecipient under an award or subaward
to a non -Federal entity.
4. Subaward 2 CFR 200.1):
a. This term means a legal instrument to provide support for the performance
of any portion of the substantive project or program for which you received this
award and that you as the recipient award to an eligible subrecipient.
b. The term does not include your procurement of property and services
needed to carry out the project or program (for further explanation, see Sec. --
.210 of the attachment to OMB Circular A-133, "Audits of States, Local
Governments, and Non -Profit Organizations").
C. A subaward may be provided through any legal agreement, including an
agreement that you consider a contract.
4887-2455-4666.4
5. Subrecipient means an entity that (2 CFR 200.1):
a. Receives a subaward from you under this award; and
b. Is accountable to you for the use of the Federal funds provided by the
subaward.
Equipment Purchase and Disposition
All equipment purchases under this Loan, as well as the disposition of such equipment,
shall be in accordance with 40 CFR 31.32.
Compliance with Cross -cutting Authorities
The Borrower will comply with the applicable Federal cross -cutting authorities as specified
under 40 CFR 35.3575. The State further agrees to inform EPA when consultation or
coordination with other Federal agencies is necessary to resolve issues regarding
compliance with cross -cutter requirements.
American Iron and Steel
(1) De anitions. As used in this award term and condition
(a) "iron and steel products" means the following products made primarily of iron
or steel: lined or unlined pipes and fittings, manhole covers and other municipal
castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural
steel, reinforced precast concrete, and construction materials.
(b) Steel means an alloy that includes at least 50 percent iron, between .02 and 2
percent carbon, and may include other elements.
(2) Domestic preference.
(a) This award term and condition implements P.L. 113-76, Consolidated
Appropriations Act, 2014, Section 436, by requiring that all iron and steel
products used for a project for the construction, alteration, maintenance or repair
of a public water system or treatment work are produced in the United States
except as provided in paragraph (2)(b) and (2)(c) of this section and condition.
(b) This requirement does not apply with respect to a project if a State agency
approves the engineering plans and specifications for the project, in that
agency's capacity to approve such plans and specifications prior to a project
requesting bids, prior to January 17, 2014.
(c) This requirement shall not apply in any case or category of cases in which the
Administrator of the Environmental Protection Agency finds that:
(i) applying the requirement would be inconsistent with the public interest;
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(ii) iron and steel products are not produced in the United States in sufficient
and reasonably available quantities and of a satisfactory quality; or
(iii) inclusion of iron and steel products produced in the United States will
increase the cost of the overall project by more than 25 percent.
(3) Request for a Waiver under L2,) (c).
(a) Any recipient request to use foreign iron or steel products in accordance with
paragraph (2)(c) of this section shall include adequate information for Federal
Government evaluation of the request, including
(1) A description of the foreign and domestic iron, steel, and/or manufactured
goods;
(2) Unit of measure;
(3) Quantity;
(4) Cost;
(5) Time of delivery or availability;
(6) Location of the project;
(7) Name and address of the proposed supplier; and
(8) A detailed justification of the reason for use of foreign iron or steel
products cited in accordance with paragraph (2)(c) of this section.
(b) If the Administrator receives a request for a waiver under this section, the
waiver request shall be made available to the public for at least 15 days prior to
making a finding based on the request.
(c) Unless the Administrator issues a waiver of this term, use of foreign iron and
steel products is noncompliant with P.L. 113-76 Section 436 section 1605 of
the American Recovery and Reinvestment Act.
(d) This term and condition shall be applied in a manner consistent with United
States obligations under international agreements.
Build America Buy America Act
(1) De anitions. As used in this award term and condition —
(a) "iron and steel products" means the following products made primarily of iron
or steel: lined or unlined pipes and fittings, manhole covers and other municipal
castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural
steel, reinforced precast concrete, and construction materials.
(b) Steel means an alloy that includes at least 50 percent iron, between .02 and 2
percent carbon, and may include other elements.
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4887-2455-4666.4
(c) End Product Manufactured in the United States — as defined in part 25 of the
Federal Acquisition Regulation by the Federal Acquisition Regulatory Council.
(d) Construction Material includes an article, material, or supply — other than an
item of primarily iron or steel; a manufactured product; cement and
cementitious materials; aggregates such as stone, sand, or gravel; or aggregate
binding agents or additives - that consists primarily of.
(i) non-ferrous metals;
(ii) plastic and polymer -based products (including polyvinylchloride,
composite building materials, and polymers used in fiber optic cables)
(iii) glass (including optic glass);
(iv) lumber; or
(v) drywall
(2) Domestic content procurement preference.
(a) This award term and condition implements P.L. 117-58, Build America, Buy
America Act § § 70901-52, by requiring that all iron, steel, manufactured
products, and construction materials used for a project for the construction,
alteration, maintenance or repair of a public water system or treatment work are
produced in the United States except as provided in paragraph (2)(b) and (2)(c)
of this section and condition.
(b) This requirement does not apply with respect to a project if funds were secured
prior to May 14, 2022.
(c) This requirement shall not apply in any case or category of cases in which the
Administrator of the Environmental Protection Agency finds that:
(i) applying the domestic content procurement preference would be
inconsistent with the public interest;
(ii) types of iron, steel, manufactured products, or construction materials are
not produced in the United States in sufficient and reasonably available
quantities or of a satisfactory quality; or
(iii) the inclusion of iron and steel, manufactured products, or construction
materials produced in the United States will increase the cost of the overall
project by more than 25 percent.
(3) Request for a Waiver under (2) (c).
(a) Any recipient request to use foreign iron or steel products in accordance with
paragraph (2)(c) of this section shall include adequate information for Federal
Government evaluation of the request, including
(1) Waiver type;
(2) Recipient Name and Unique Entity Identifier (UEI);
(3) Financial assistance listing name and number;
4887-2455-4666.4
(4) Federal financial assistance program name;
(5) Federal Award Identification Number (FAIN) (if available)
(6) Federal financial assistance funding amount;
(7) Total cost of infrastructure expenditures, including all Federal and
non -Federal funds (to the extent known);
(8) Infrastructure project description and location (to extent known);
(9) List of iron or steel item(s), manufactured products, and construction
materials proposed to be excluded from Buy America requirements,
including name, cost, country(ies) of origin (if known), and relevant PSC
and NAICS codes for each;
(10) A description and detailed justification for use of the foreign iron, steel,
manufactured product(s), or construction material(s);
(11) A certification that the recipient made a good faith effort to solicit bids for
domestic products supported by terms included in requests for proposals,
contracts, and nonproprietary communications with the prime contractor
(12) A statement of waiver justification, including a description of efforts made
(e.g., market research, industry outreach), by the Federal awarding agency
and, and in the case of a project or award specific waiver, by the recipient,
in an attempt to avoid the need for a waiver. Such a justification may cite,
if applicable, the absence of any Buy America -compliant bids received in
response to a solicitation.
(13) Anticipated impact if no waiver is issued;
(14) Any relevant comments received during the public comment period.
(b) If the Administrator receives a request for a waiver under this section, the
waiver request shall be made available to the public for at least 15 days prior to
making a finding based on the request.
(c) Unless the Administrator issues a waiver of this term, use of foreign iron, steel,
manufactured product(s), or construction material(s) is noncompliant with P.L.
117-58 Section 70914 of the Build America, Buy America Act.
(d) This term and condition shall be applied in a manner consistent with United
States obligations under international agreements.
Si2nne
The Borrower agrees to comply with the 2015 SRF Signage Guidance in order to enhance public
awareness of EPA assistance agreements nationwide. Projects that receive BIL funding must
follow the BIL specific signage term and conditions. The BIL signage term and condition
requires a physical sign displaying the official Building a Better America emblem and EPA logo
be placed at construction sites for BIL-funded projects. For the Clean Water and Drinking Water
SRF programs, this requirement applies only to the following projects:
• Construction projects identified as "equivalency projects" for BIL general supplemental
capitalization grants.
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4887-2455-4666.4
Construction projects that receive additional subsidization (grants or forgivable loans)
made available by BIL general supplemental capitalization grants.
All construction projects funded with BIL emerging contaminants capitalization grants.
All construction projects funded with BIL lead service line replacement capitalization
grants.
Eaual Emnlovment Obnortunity Provision
The Borrower hereby agrees that it will incorporate or cause to be incorporated into any contract
for construction work, or modification thereof, as defined in the regulations of the Secretary of
Labor at 41 CFR Chapter 60, which is paid for in whole or in part with funds obtained from the
Federal Government or borrowed on the credit of the Federal Government pursuant to a grant,
contract, loan insurance, or guarantee, or undertaken pursuant to any Federal program involving
such grant, contract, loan, insurance, or guarantee, the following equal opportunity clause:
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The
contractor will take affirmative action to ensure that applicants are employed, and
that employees are treated during employment without regard to their race, color,
religion, sex, or national origin, such action shall include, but not be limited to the
following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other form of
compensation; and selection for training, including apprenticeship. The contractor
agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by
or on behalf of the contractor, state that all qualified applicants will receive
considerations for employment without regard to race, color, religion, sex, or
national origin.
(3) The contractor will send to each labor union or representative of workers with
which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the contractor's commitments under this section, and shall post
copies of the notice in conspicuous places available to employees and applicants
for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
(5) The contractor will furnish all information and reports required by Executive
Order 11246 of September 24, 1965, and by rules, regulations, and orders of the
Secretary of Labor, his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance
with such rules, regulations, and orders.
(6) In the event of the contractor's non-compliance with the nondiscrimination
clauses of this contract or with any of the said rules, regulations, or orders, this
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4887-2455-4666.4
contract may be canceled, terminated, or suspended in whole or in part and the
contractor may be declared ineligible for further Government contracts or
federally assisted construction contracts in accordance with procedures authorized
in Executive Order 11246 of September 24, 1965, and such other sanctions may
be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
(7) The contractor will include the portion of the sentence immediately preceding
paragraph (1) and the provisions of paragraphs (1) through (7) in every
subcontract or purchase order unless exempted by rules, regulations, or orders of
the Secretary of Labor issued pursuant to section 204 of Executive Order 11246
of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means
of enforcing such provisions, including sanctions for noncompliance:
PROVIDED, HOWEVER. That in the event a contractor becomes involved in or
is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency the contractor may request the United
States to enter into such litigation to protect the interest of the United States.
The Borrower further agrees that it will be bound by the above equal opportunity clause with
respect to its own employment practices when it participates in federally assisted construction
work: PROVIDED, that if the Borrower so participating is a State or local government, the
above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of
such government which does not participate in work on or under the contract.
The applicant agrees that it will assist and cooperate actively with the administering. agency and
the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the
equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor,
that it will furnish the administering agency and the Secretary of Labor such information as they
may require for the supervision of such compliance, and that it will otherwise assist the
administering agency in the discharge of the agency's primary responsibility for securing
compliances.
The applicant further agrees that it will refrain from entering into any contract or contract
modification subject to Executive Order 11246 of September 24, 1965, with a contractor
debarred from, or who has not demonstrated eligibility for, Government contracts and federally
assisted construction contracts pursuant to the Executive order and will carry out such sanctions
and penalties for violation of the equal opportunity clause as may be imposed upon contractors
and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II,
Subpart D of the Executive order. In addition, the applicant agrees that if it fails or refuses to
comply with these undertakings, the administering agency may take any or all of the following
actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance,
guarantee): refrain from extending any further assistance to the applicant under the program with
respect to which the failure or refund occurred until satisfactory assurance of future compliance
has been received from such applicant; and refer the case to the Department of Justice for
appropriate legal proceedings.
Non -Discrimination Provisions
Comply with the Civil Rights Act of 1964, P.L. 88-352; Section 13 of The Federal Water
Pollution Control Act Amendments of 1972 regarding sex discrimination; Section 504 of the
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Rehabilitation Act of 1973 regarding discrimination against the handicapped; and The Age
Discrimination Act of 1975.
Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment
This term and condition implements 2 CFR 200.216 and is effective for obligations and
expenditures of EPA financial assistance funding on or after 8/13/2020.
As required by 2 CFR 200.216, EPA recipients and subrecipients, including borrowers under
EPA funded revolving loan fund programs, are prohibited from obligating or expending loan or
grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a
contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that
use covered telecommunications equipment or services as a substantial or essential component of
any system, or as critical technology as part of any system. As described in Public Law 115-232,
section 889, covered telecommunications equipment is telecommunications equipment produced
by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such
entities). Recipients, subrecipients, and borrowers also may not use EPA funds to purchase:
a. For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video
surveillance and telecommunications equipment produced by Hytera Communications
Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology
Company (or any subsidiary or affiliate of such entities).
b. Telecommunications or video surveillance services provided by such entities or using
such equipment.
c. Telecommunications or video surveillance equipment or services produced or provided
by an entity that the Secretary of Defense, in consultation with the Director of the
National Intelligence or the Director of the Federal Bureau of Investigation, reasonably
believes to be an entity owned or controlled by, or otherwise connected to, the
government of a covered foreign country.
Consistent with 2 CFR 200.471, costs incurred for telecommunications and video surveillance
services or equipment such as phones, internet, video surveillance, and cloud servers are
allowable except for the following circumstances:
a. Obligating or expending EPA funds for covered telecommunications and video
surveillance services or equipment or services as described in 2 CFR 200.216 to:
1) Procure or obtain, extend or renew a contract to procure or obtain;
2) Enter into a contract (or extend or renew a contract) to procure; or
3) Obtain the equipment, services, or systems.
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Certain prohibited equipment, systems, or services, including equipment, systems, or services
produced or provided by entities identified in section 889, are recorded in the System for Award
Management exclusion list.
ATTACHMENT A
Wage Rate Requirements Under The Safe Drinking Water Act, Section 1450(d)
Preamble
With respect to the Safe Drinking Water State Revolving Funds, EPA provides capitalization grants to
each State which in turn provides sub grants or loans to eligible entities within the State. Typically, the
sub recipients are municipal or other local governmental entities that manage the funds. For these types
of recipients, the provisions set forth under Roman numeral I, below, shall apply. Although EPA and the
State remain responsible for ensuring sub recipients' compliance with the wage rate requirements set
forth herein, those sub recipients shall have the primary responsibility to maintain payroll records as
described in Section 3(ii)(A), below and for compliance as described in Section 1-5.
Occasionally, the sub recipient may be a private for profit or not for profit entity. For these types of
recipients, the provisions set forth in Roman Numeral 11, below, shall apply. Although EPA and the State
remain responsible for ensuring sub recipients' compliance with the wage rate requirements set forth
herein, those sub recipients shall have the primary responsibility to maintain payroll records as described
in Section II-3(ii)(A), below and for compliance as described in Section II-5.
ATTACHMENT 1
Requirements Under The Consolidated Appropriations Act, 2016 (P.L. 114-113)
For Sub recipients That Are Governmental Entities:
The following terms and conditions specify how recipients will assist EPA in meeting its Davis -Bacon (DB)
responsibilities when DB applies to EPA awards of financial assistance with respect to State recipients
and sub recipients that are governmental entities. If a sub recipient has questions regarding when DB
applies, obtaining the correct DB wage determinations, DB provisions, or compliance monitoring, it may
contact the State recipient. If a State recipient needs guidance, the recipient may contact Mr. Dannell
Brown, brown.dannell@epa.gov, (214) 665-7279 of EPA Region 6 in Dallas, Texas for guidance. The
recipient or sub recipient may also obtain additional guidance from DOL's web site at
http://www.dol.gov/whd/
Applicability of the Davis- Bacon (DB) prevailing wage requirements.
DB prevailing wage requirements apply to the construction, alteration, and repair of treatment works
carried out in whole or in part with assistance made available by a State water pollution control
revolving fund and to any construction project carried out in whole or in part by assistance made
available by a drinking water treatment revolving loan fund. If a sub recipient encounters a unique
situation at a site that presents uncertainties regarding DB applicability, the sub recipient must
discuss the situation with the recipient State before authorizing work on that site.
2. Obtaining Wage Determinations.
(a) Sub recipients shall obtain the wage determination for the locality in which a covered activity subject to
DB will take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting
contracts (solicitation) for activities subject to DB. These wage determinations shall be incorporated into
solicitations and any subsequent contracts. Prime contracts must contain a provision requiring that
subcontractors follow the wage determination incorporated into the prime contract.
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(i) While the solicitation remains open, the sub recipient shall monitor www.wdol.gov weekly to
ensure that the wage determination contained in the solicitation remains current. The sub
recipients shall amend the solicitation if DOL issues a modification more than 10 days prior to
the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the
applicable wage determination less than 10 days prior to the closing date, the sub recipients
may request a finding from the State recipient that there is not a reasonable time to notify
interested contractors of the modification of the wage determination. The State recipient will
provide a report of its findings to the sub recipient.
(ii) If the sub recipient does not award the contract within 90 days of the closure of the
solicitation, any modifications or supersedes DOL makes to the wage determination
contained in the solicitation shall be effective unless the State recipient, at the request of the
sub recipient, obtains an extension of the 90 day period from DOL pursuant to 29 CFR
1.6(c)(3)(iv). The sub recipient shall monitor www.wdol.gov on a weekly basis if it does not
award the contract within 90 days of closure of the solicitation to ensure that wage
determinations contained in the solicitation remain current.
(b) If the sub recipient carries out activity subject to DB by issuing a task order, work assignment or
similar instrument to an existing contractor (ordering instrument) rather than by publishing a solicitation,
the sub recipient shall insert the appropriate DOL wage determination from www.wdol.gov into the
ordering instrument.
(c) Sub recipients shall review all subcontracts subject to DB entered into by prime contractors to verify
that the prime contractor has required its subcontractors to include the applicable wage determinations.
(d) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to a sub
recipient's contract after the award of a contract or the issuance of an ordering instrument if DOL
determines that the sub recipient has failed to incorporate a wage determination or has used a wage
determination that clearly does not apply to the contract or ordering instrument. If this occurs, the sub
recipient shall either terminate the contract or ordering instrument and issue a revised solicitation or
ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the contract
or ordering instrument by change order. The sub recipient's contractor must be compensated for any
increases in wages resulting from the use of DOL's revised wage determination.
3. Contract and Subcontract provisions.
(a) The Recipient shall insure that the sub recipient(s) shall insert in full in any contract in excess of
$2,000 which is entered into for the actual construction, alteration and/or repair, including painting and
decorating, of a treatment work under the CWSRF or a construction project under the DWSRF financed in
whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed
from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual
contribution (except where a different meaning is expressly indicated), and which is subject to the labor
standards provisions of any of the acts listed in § 5.1 or the Consolidated Appropriations Act, 2016, the
following clauses:
(1) Minimum wages.
(i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally
and not less often than once a week, and without subsequent deduction or rebate on any account (except
such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the
Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash
equivalents thereof) due at time of payment computed at rates not less than those contained in the wage
determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of
any contractual relationship which may be alleged to exist between the contractor and such laborers and
mechanics.
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Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of
the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or
mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions
made or costs incurred for more than a weekly period (but not less often than quarterly) under plans,
funds, or programs which cover the particular weekly period, are deemed to be constructively made or
incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate
and fringe benefits on the wage determination for the classification of work actually performed, without
regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than
one classification may be compensated at the rate specified for each classification for the time actually
worked therein: Provided that the employer's payroll records accurately set forth the time spent in each
classification in which work is performed. The wage determination (including any additional classification
and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis -Bacon poster (WH-
1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a
prominent and accessible place where it can be easily seen by the workers.
Sub recipients may obtain wage determinations from the U.S. Department of Labor's web site,
www.dol.gov.
(ii)(A) The sub recipient(s), on behalf of EPA, shall require that any class of laborers or mechanics,
including helpers, which is not listed in the wage determination and which is to be employed under the
contract shall be classified in conformance with the wage determination. The State award official shall
approve a request for an additional classification and wage rate and fringe benefits therefore only when
the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the
wage determination; and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to
the wage rates contained in the wage determination.
(B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or
their representatives, and the sub recipient(s) agree on the classification and wage rate (including the
amount designated for fringe benefits where appropriate), documentation of the action taken and the
request, including the local wage determination shall be sent by the sub recipient (s) to the State award
official. The State award official will transmit the request, to the Administrator of the Wage and Hour
Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and
to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will
approve, modify, or disapprove every additional classification request within 30 days of receipt and so
advise the State award official or will notify the State award official within the 30-day period that additional
time is necessary.
(C) In the event the contractor, the laborers or mechanics to be employed in the classification or their
representatives, and the sub recipient(s) do not agree on the proposed classification and wage rate
(including the amount designated for fringe benefits, where appropriate), the award official shall refer the
request and the local wage determination, including the views of all interested parties and the
recommendation of the State award official, to the Administrator for determination. The request shall be
sent to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized
representative, will issue a determination within 30 days of receipt of the request and so advise the
contracting officer or will notify the contracting officer within the 30-day period that additional time is
necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs
(a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under
this contract from the first day on which work is performed in the classification.
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(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics
includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the
benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash
equivalent thereof.
(iv) If the contractor does not make payments to a trustee or other third person, the contractor may
consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated
in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has
found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act
have been met. The Secretary of Labor may require the contractor to set aside in a separate account
assets for the meeting of obligations under the plan or program.
(2) Withholding. The sub recipient(s), shall upon written request of the EPA Award Official or an
authorized representative of the Department of Labor, withhold or cause to be withheld from the
contractor under this contract or any other Federal contract with the same prime contractor, or any other
federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the
same prime contractor, so much of the accrued payments or advances as may be considered necessary
to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor
or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any
laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the
work, all or part of the wages required by the contract, the (Agency) may, after written notice to the
contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension
of any further payment, advance, or guarantee of funds until such violations have ceased.
(3) Payrolls and basic records.
(i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of
the work and preserved for a period of three years thereafter for all laborers and mechanics working at
the site of the work. Such records shall contain the name, address, and social security number of each
such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions
or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in
section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made
and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the
wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing
benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor
shall maintain records which show that the commitment to provide such benefits is enforceable, that the
plan or program is financially responsible, and that the plan or program has been communicated in writing
to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost
incurred in providing such benefits. Contractors employing apprentices or trainees under approved
programs shall maintain written evidence of the registration of apprenticeship programs and certification
of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates
prescribed in the applicable programs.
(ii)(A) The contractor shall submit weekly, for each week in which any contract work is performed, a copy
of all payrolls to the sub recipient, that is, the entity that receives the sub -grant or loan from the State
capitalization grant recipient. Such documentation shall be available on request of the State recipient or
EPA. As to each payroll copy received, the sub recipient shall provide written confirmation in a form
satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29
CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out
accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i),
except that full social security numbers and home addresses shall not be included on the weekly payrolls.
Instead the payrolls shall only need to include an individually identifying number for each employee (e.g.,
the last four digits of the employee's social security number). The required weekly payroll information may
be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and
Hour Division Web site at http://www.dol.gov/whd/forms/wh347instr.htm or its successor site. The prime
contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and
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subcontractors shall maintain the full social security number and current address of each covered worker,
and shall provide them upon request to the sub recipient(s) for transmission to the State or EPA if
requested by EPA, the State, the contractor, or the Wage and Hour Division of the Department of Labor
for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a
violation of this section for a prime contractor to require a subcontractor to provide addresses and social
security numbers to the prime contractor for its own records, without weekly submission to the sub
recipient(s).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the
contractor or subcontractor or his or her agent who pays or supervises the payment of the persons
employed under the contract and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided under § 5.5
(a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5
(a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete;
(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the
contract during the payroll period has been paid the full weekly wages earned, without rebate, either
directly or indirectly, and that no deductions have been made either directly or indirectly from the full
wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe
benefits or cash equivalents for the classification of work performed, as specified in the applicable wage
determination incorporated into the contract.
(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional
Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by
paragraph (a)(3)(ii)(B) of this section.
(D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil
or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States
Code.
(iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this
section available for inspection, copying, or transcription by authorized representatives of the State, EPA
or the Department of Labor, and shall permit such representatives to interview employees during working
hours on the job. If the contractor or subcontractor fails to submit the required records or to make them
available, the Federal agency or State may, after written notice to the contractor, sponsor, applicant, or
owner, take such action as may be necessary to cause the suspension of any further payment, advance,
or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such
records available may be grounds for debarment action pursuant to 29 CFR 5.12.
(4) Apprentices and trainees
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they
performed when they are employed pursuant to and individually registered in a bona fide apprenticeship
program registered with the U.S. Department of Labor, Employment and Training Administration, Office of
Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency
recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment
as an apprentice in such an apprenticeship program, who is not individually registered in the program, but
who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State
Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice.
The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be
greater than the ratio permitted to the contractor as to the entire work force under the registered program.
Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as
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stated above, shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in
excess of the ratio permitted under the registered program shall be paid not less than the applicable wage
rate on the wage determination for the work actually performed. Where a contractor is performing
construction on a project in a locality other than that in which its program is registered, the ratios and
wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or
subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the
rate specified in the registered program for the apprentice's level of progress, expressed as a percentage
of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid
fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship
program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed
on the wage determination for the applicable classification. If the Administrator determines that a different
practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that
determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a
State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program,
the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined
rate for the work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are employed pursuant to and individually
registered in a program which has received prior approval, evidenced by formal certification by the U.S.
Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on
the job site shall not be greater than permitted under the plan approved by the Employment and Training
Administration. Every trainee must be paid at not less than the rate specified in the approved program for
the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the
applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of
the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full
amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour
Division determines that there is an apprenticeship program associated with the corresponding
journeyman wage rate on the wage determination which provides for less than full fringe benefits for
apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in
a training plan approved by the Employment and Training Administration shall be paid not less than the
applicable wage rate on the wage determination for the classification of work actually performed. In
addition, any trainee performing work on the job site in excess of the ratio permitted under the registered
program shall be paid not less than the applicable wage rate on the wage determination for the work
actually performed. In the event the Employment and Training Administration withdraws approval of a
training program, the contractor will no longer be permitted to utilize trainees at less than the applicable
predetermined rate for the work performed until an acceptable program is approved.
(iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part
shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as
amended and 29 CFR part 30.
(5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29
CFR part 3, which are incorporated by reference in this contract.
(6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained
in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and
also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor
with all the contract clauses in 29 CFR 5.5.
(7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR
5.12.
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(8) Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the
Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by
reference in this contract.
(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this
contract shall not be subject to the general disputes clause of this contract. Such disputes shall be
resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6,
and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its
subcontractors) and sub recipient(s), State, EPA, the U.S. Department of Labor, or the employees or their
representatives.
(10) Certification of eligibility.
(i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or
firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government
contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
4. Contract Provision for Contracts in Excess of $100,000.
(a) Contract Work Hours and Safety Standards Act. The sub recipient shall insert the following clauses
set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess
of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act.
These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As
used in this paragraph, the terms laborers and mechanics include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set
forth in paragraph (a)(1) of this section the contractor and any subcontractor responsible therefore shall
be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (a)(1) of this section, in the sum of $10 for each calendar day on which such
individual was required or permitted to work in excess of the standard workweek of forty hours without
payment of the overtime wages required by the clause set forth in paragraph (a)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The sub recipient, upon written request of the
EPA Award Official or an authorized representative of the Department of Labor, shall withhold or cause to
be withheld, from any moneys payable on account of work performed by the contractor or subcontractor
under any such contract or any other Federal contract with the same prime contractor, or any other
federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by
the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set
forth in paragraph (b)(2) of this section.
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(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in
paragraph (a)(1) through (4) of this section and also a clause requiring the subcontractors to include
these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by
any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of
this section.
(b) In addition to the clauses contained in Item 3, above, in any contract subject only to the Contract Work
Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1, the Sub
recipient shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and
basic payroll records during the course of the work and shall preserve them for a period of three years
from the completion of the contract for all laborers and mechanics, including guards and watchmen,
working on the contract. Such records shall contain the name and address of each such employee, social
security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours
worked, deductions made, and actual wages paid. Further, the Sub recipient shall insert in any such
contract a clause providing hat the records to be maintained under this paragraph shall be made available
by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives
of the (write the name of agency) and the Department of Labor, and the contractor or subcontractor will
permit such representatives to interview employees during working hours on the job.
5. Compliance Verification
(a) The sub recipient shall periodically interview a sufficient number of employees entitled to DB
prevailing wages (covered employees) to verify that contractors or subcontractors are paying the
appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence.
The sub recipient must use Standard Form 1445 (SF 1445) or equivalent documentation to memorialize
the interviews. Copies of the SF 1445 are available from EPA on request.
(b) The sub recipient shall establish and follow an interview schedule based on its assessment of the
risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or
subcontract. Sub recipients must conduct more frequent interviews if the initial interviews or other
information indicated that there is a risk that the contractor or subcontractor is not complying with DB.
Sub recipients shall immediately conduct interviews in response to an alleged violation of the prevailing
wage requirements. All interviews shall be conducted in confidence."
(c) The sub recipient shall periodically conduct spot checks of a representative sample of weekly payroll
data to verify that contractors or subcontractors are paying the appropriate wage rates. The sub recipient
shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance
with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a
minimum, if practicable, the sub recipient should spot check payroll data within two weeks of each
contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion
date the contract or subcontract. Sub recipients must conduct more frequent spot checks if the initial spot
check or other information indicates that there is a risk that the contractor or subcontractor is not
complying with DB. In addition, during the examinations the sub recipient shall verify evidence of fringe
benefit plans and payments there under by contractors and subcontractors who claim credit for fringe
benefit contributions.
(d) The sub recipient shall periodically review contractors and subcontractors use of apprentices and
trainees to verify registration and certification with respect to apprenticeship and training programs
approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and
subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These
reviews shall be conducted in accordance with the schedules for spot checks and interviews described in
Item 5(b) and (c) above.
(e) Sub recipients must immediately report potential violations of the DB prevailing wage requirements to
the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at
http://www.dol.gov/whd/america2.htm.
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II. Requirements Under The Consolidated Appropriations Act, 2016 (P.L. 114-113) For Sub
recipients That Are Not Governmental Entities:
The following terms and conditions specify how recipients will assist EPA in meeting its DB
responsibilities when DB applies to EPA awards of financial assistance under the FY2016 Consolidated
Appropriations Act with respect to sub recipients that are not governmental entities. If a sub recipient has
questions regarding when DB applies, obtaining the correct DB wage determinations, DB provisions, or
compliance monitoring, it may contact the State recipient for guidance. If a State recipient needs
guidance, the recipient may contact Mr. Dannell Brown, brown.dannell@epa.gov, (214) 665-7279 of EPA
Region 6 in Dallas, Texas EPA Grants Management Office for guidance. The recipient or sub recipient
may also obtain additional guidance from DOL's web site at http://www.dol.gov/whd/
Under these terms and conditions, the sub recipient must submit its proposed DB wage
determinations to the State recipient for approval prior to including the wage determination in any
solicitation, contract task orders, work assignments, or similar instruments to existing
contractors.
1. Applicability of the Davis- Bacon (DB) prevailing wage requirements.
Under the FY 2016 Consolidated Appropriations Act, DB prevailing wage requirements apply to the
construction, alteration, and repair of treatment works carried out in whole or in part with assistance made
available by a State water pollution control revolving fund and to any construction project carried out in
whole or in part by assistance made available by a drinking water treatment revolving loan fund. If a sub
recipient encounters a unique situation at a site that presents uncertainties regarding DB applicability, the
sub recipient must discuss the situation with the recipient State before authorizing work on that site.
2. Obtaining Wage Determinations.
(a) Sub recipients must obtain proposed wage determinations for specific localities at www.wdol.gov.
After the Sub recipient obtains its proposed wage determination, it must submit the wage determination to
the Arkansas Resources Commission Project Engineer assigned to the project, for approval prior to
inserting the wage determination into a solicitation, contract or issuing task orders, work assignments or
similar instruments to existing contractors (ordering instruments unless subsequently directed otherwise
by the State recipient Award Official.)
(b) Sub recipients shall obtain the wage determination for the locality in which a covered activity subject to
DB will take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting
contracts (solicitation) for activities subject to DB. These wage determinations shall be incorporated into
solicitations and any subsequent contracts. Prime contracts must contain a provision requiring that
subcontractors follow the wage determination incorporated into the prime contract.
(i) While the solicitation remains open, the sub recipient shall monitor www.wdol.gov on a
weekly basis to ensure that the wage determination contained in the solicitation remains
current. The sub recipients shall amend the solicitation if DOL issues a modification more
than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or
supersedes the applicable wage determination less than 10 days prior to the closing date, the
sub recipients may request a finding from the State recipient that there is not a reasonable
time to notify interested contractors of the modification of the wage determination. The State
recipient will provide a report of its findings to the sub recipient.
(ii) If the sub recipient does not award the contract within 90 days of the closure of the
solicitation, any modifications or supersedes DOL makes to the wage determination
contained in the solicitation shall be effective unless the State recipient, at the request of the
sub recipient, obtains an extension of the 90 day period from DOL pursuant to 29 CFR
1.6(c)(3)(iv). The sub recipient shall monitor www.wdol.gov on a weekly basis if it does not
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award the contract within 90 days of closure of the solicitation to ensure that wage
determinations contained in the solicitation remain current.
(c) If the sub recipient carries out activity subject to DB by issuing a task order, work assignment or similar
instrument to an existing contractor (ordering instrument) rather than by publishing a solicitation, the sub
recipient shall insert the appropriate DOL wage determination from www.wdol.gov into the ordering
instrument.
(d) Sub recipients shall review all subcontracts subject to DB entered into by prime contractors to verify
that the prime contractor has required its subcontractors to include the applicable wage determinations.
(e) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to a sub
recipient's contract after the award of a contract or the issuance of an ordering instrument if DOL
determines that the sub recipient has failed to incorporate a wage determination or has used a wage
determination that clearly does not apply to the contract or ordering instrument. If this occurs, the sub
recipient shall either terminate the contract or ordering instrument and issue a revised solicitation or
ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the contract
or ordering instrument by change order. The sub recipient's contractor must be compensated for any
increases in wages resulting from the use of DOL's revised wage determination.
3. Contract and Subcontract provisions.
(a) The Recipient shall insure that the sub recipient(s) shall insert in full in any contract in excess of
$2,000 which is entered into for the actual construction, alteration and/or repair, including painting and
decorating, of a treatment work under the CWSRF or a construction project under the DWSRF financed in
whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed
from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual
contribution (except where a different meaning is expressly indicated), and which is subject to the labor
standards provisions of any of the acts listed in § 5.1 or the FY 2016 Consolidated and Continuing
Appropriations Act, the following clauses:
(1) Minimum wages.
(i) All laborers and mechanics employed or working upon the site of the work, will be paid unconditionally
and not less often than once a week, and without subsequent deduction or rebate on any account (except
such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the
Copeland Act (29 CFR part 3) ), the full amount of wages and bona fide fringe benefits (or cash
equivalents thereof) due at time of payment computed at rates not less than those contained in the wage
determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of
any contractual relationship which may be alleged to exist between the contractor and such laborers and
mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of
the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or
mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions
made or costs incurred for more than a weekly period (but not less often than quarterly) under plans,
funds, or programs which cover the particular weekly period, are deemed to be constructively made or
incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate
and fringe benefits on the wage determination for the classification of work actually performed, without
regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than
one classification may be compensated at the rate specified for each classification for the time actually
worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each
classification in which work is performed. The wage determination (including any additional classification
and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis -Bacon poster (WH-
1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a
prominent and accessible place where it can be easily seen by the workers.
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Sub recipients may obtain wage determinations from the U.S. Department of Labor's web site,
www.dol.gov.
(ii)(A) The sub recipient(s), on behalf of EPA, shall require that any class of laborers or mechanics,
including helpers, which is not listed in the wage determination and which is to be employed under the
contract shall be classified in conformance with the wage determination. The State award official shall
approve a request for an additional classification and wage rate and fringe benefits therefore only when
the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the
wage determination; and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to
the wage rates contained in the wage determination.
(B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or
their representatives, and the sub recipient(s) agree on the classification and wage rate (including the
amount designated for fringe benefits where appropriate), documentation of the action taken and the
request, including the local wage determination shall be sent by the sub recipient(s) to the State award
official. The State award official will transmit the report, to the Administrator of the Wage and Hour
Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and
to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will
approve, modify, or disapprove every additional classification request within 30 days of receipt and so
advise the State award official or will notify the State award official within the 30-day period that additional
time is necessary.
(C) In the event the contractor, the laborers or mechanics to be employed in the classification or their
representatives, and the and the sub recipient(s) do not agree on the proposed classification and wage
rate (including the amount designated for fringe benefits, where appropriate), the award official shall refer
the request, and the local wage determination, including the views of all interested parties and the
recommendation of the State award official, to the Administrator for determination. The request shall be
sent to the EPA Regional Coordinator concurrently. The Administrator, or an authorized representative,
will issue a determination within 30 days of receipt of the request and so advise the contracting officer or
will notify the contracting officer within the 30-day period that additional time is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs
(a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under
this contract from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics
includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the
benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash
equivalent thereof.
(iv) If the contractor does not make payments to a trustee or other third person, the contractor may
consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated
in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has
found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act
have been met. The Secretary of Labor may require the contractor to set aside in a separate account
assets for the meeting of obligations under the plan or program.
(2) Withholding. The sub recipient(s) shall upon written request of the EPA Award Official or an
authorized representative of the Department of Labor, withhold or cause to be withheld from the
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4887-2455-4666.4
contractor under this contract or any other Federal contract with the same prime contractor, or any other
federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the
same prime contractor, so much of the accrued payments or advances as may be considered necessary
to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor
or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any
laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the
work, all or part of the wages required by the contract, the (Agency) may, after written notice to the
contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension
of any further payment, advance, or guarantee of funds until such violations have ceased.
(3) Payrolls and basic records.
(i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of
the work and preserved for a period of three years thereafter for all laborers and mechanics working at
the site of the work. Such records shall contain the name, address, and social security number of each
such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions
or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in
section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made
and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the
wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing
benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor
shall maintain records which show that the commitment to provide such benefits is enforceable, that the
plan or program is financially responsible, and that the plan or program has been communicated in writing
to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost
incurred in providing such benefits. Contractors employing apprentices or trainees under approved
programs shall maintain written evidence of the registration of apprenticeship programs and certification
of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates
prescribed in the applicable programs.
(ii)(A) The contractor shall submit weekly, for each week in which any contract work is performed, a copy
of all payrolls to the sub recipient, that is, the entity that receives the sub -grant or loan from the State
capitalization grant recipient. Such documentation shall be available on request of the State recipient or
EPA. As to each payroll copy received, the sub recipient shall provide written confirmation in a form
satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29
CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out
accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i),
except that full social security numbers and home addresses shall not be included on the weekly payrolls.
Instead the payrolls shall only need to include an individually identifying number for each employee (e.g.,
the last four digits of the employee's social security number). The required weekly payroll information may
be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and
Hour Division Web site at http://www.dol.gov/whd/forms/wh347instr.htm or its successor site. The prime
contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and
subcontractors shall maintain the full social security number and current address of each covered worker,
and shall provide them upon request to the sub recipient(s) for transmission to the State or EPA if
requested by EPA, the State, the contractor, or the Wage and Hour Division of the Department of Labor
for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a
violation of this section for a prime contractor to require a subcontractor to provide addresses and social
security numbers to the prime contractor for its own records, without weekly submission to the sub
recipient(s).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the
contractor or subcontractor or his or her agent who pays or supervises the payment of the persons
employed under the contract and shall certify the following:
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4887-2455-4666.4
(1) That the payroll for the payroll period contains the information required to be provided under § 5.5
(a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5
(a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete;
(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the
contract during the payroll period has been paid the full weekly wages earned, without rebate, either
directly or indirectly, and that no deductions have been made either directly or indirectly from the full
wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe
benefits or cash equivalents for the classification of work performed, as specified in the applicable wage
determination incorporated into the contract.
(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional
Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by
paragraph (a)(3)(ii)(B) of this section.
(D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil
or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States
Code.
(iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this
section available for inspection, copying, or transcription by authorized representatives of the State, EPA
or the Department of Labor, and shall permit such representatives to interview employees during working
hours on the job. If the contractor or subcontractor fails to submit the required records or to make them
available, the Federal agency or State may, after written notice to the contractor, sponsor, applicant, or
owner, take such action as may be necessary to cause the suspension of any further payment, advance,
or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such
records available may be grounds for debarment action pursuant to 29 CFR 5.12.
(4) Apprentices and trainees—
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they
performed when they are employed pursuant to and individually registered in a bona fide apprenticeship
program registered with the U.S. Department of Labor, Employment and Training Administration, Office of
Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency
recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment
as an apprentice in such an apprenticeship program, who is not individually registered in the program, but
who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State
Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice.
The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be
greater than the ratio permitted to the contractor as to the entire work force under the registered program.
Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as
stated above, shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in
excess of the ratio permitted under the registered program shall be paid not less than the applicable wage
rate on the wage determination for the work actually performed. Where a contractor is performing
construction on a project in a locality other than that in which its program is registered, the ratios and
wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or
subcontractors registered program shall be observed. Every apprentice must be paid at not less than the
rate specified in the registered program for the apprentice's level of progress, expressed as a percentage
of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid
fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship
program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed
on the wage determination for the applicable classification. If the Administrator determines that a different
practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that
D-24
4887-2455-4666.4
determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a
State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program,
the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined
rate for the work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are employed pursuant to and individually
registered in a program which has received prior approval, evidenced by formal certification by the U.S.
Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on
the job site shall not be greater than permitted under the plan approved by the Employment and Training
Administration. Every trainee must be paid at not less than the rate specified in the approved program for
the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the
applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of
the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full
amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour
Division determines that there is an apprenticeship program associated with the corresponding
journeyman wage rate on the wage determination which provides for less than full fringe benefits for
apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in
a training plan approved by the Employment and Training Administration shall be paid not less than the
applicable wage rate on the wage determination for the classification of work actually performed. In
addition, any trainee performing work on the job site in excess of the ratio permitted under the registered
program shall be paid not less than the applicable wage rate on the wage determination for the work
actually performed. In the event the Employment and Training Administration withdraws approval of a
training program, the contractor will no longer be permitted to utilize trainees at less than the applicable
predetermined rate for the work performed until an acceptable program is approved.
(iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part
shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as
amended and 29 CFR part 30.
(5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29
CFR part 3, which are incorporated by reference in this contract.
(6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained
in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and
also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor
with all the contract clauses in 29 CFR 5.5.
(7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR
5.12.
(8) Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the
Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by
reference in this contract.
(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this
contract shall not be subject to the general disputes clause of this contract. Such disputes shall be
resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6,
and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its
subcontractors) and Sub recipient(s), State, EPA, the U.S. Department of Labor, or the employees or
their representatives.
(10) Certification of eligibility.
D-25
4887-2455-4666.4
(i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or
firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government
contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1).
(iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
4. Contract Provision for Contracts in Excess of $100,000.
(a) Contract Work Hours and Safety Standards Act. The sub recipient shall insert the following clauses
set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess
of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act.
These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As
used in this paragraph, the terms laborers and mechanics include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set
forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefore shall
be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (b)(1) of this section, in the sum of $10 for each calendar day on which such
individual was required or permitted to work in excess of the standard workweek of forty hours without
payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The sub recipient shall upon the request of the
EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be
withheld, from any moneys payable on account of work performed by the contractor or subcontractor
under any such contract or any other Federal contract with the same prime contractor, or any other
federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by
the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set
forth in paragraph (a)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in
paragraph (a)(1) through (4) of this section and also a clause requiring the subcontractors to include
these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by
any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of
this section.
(c) In addition to the clauses contained in Item 3, above, in any contract subject only to the Contract Work
Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1, the Sub
recipient shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and
basic payroll records during the course of the work and shall preserve them for a period of three years
from the completion of the contract for all laborers and mechanics, including guards and watchmen,
working on the contract. Such records shall contain the name and address of each such employee, social
FIM
4887-2455-4666.4
security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours
worked, deductions made, and actual wages paid. Further, the Sub recipient shall insert in any such
contract a clause providing that the records to be maintained under this paragraph shall be made
available by the contractor or subcontractor for inspection, copying, or transcription by authorized
representatives of the (write the name of agency) and the Department of Labor, and the contractor or
subcontractor will permit such representatives to interview employees during working hours on the job.
5. Compliance Verification
(a) The sub recipient shall periodically interview a sufficient number of employees entitled to DB
prevailing wages (covered employees) to verify that contractors or subcontractors are paying the
appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence.
The sub recipient must use Standard Form 1445 (SF 1445) or equivalent documentation to memorialize
the interviews. Copies of the SF 1445 are available from EPA on request.
(b) The sub recipient shall establish and follow an interview schedule based on its assessment of the
risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or
subcontract. Sub recipients must conduct more frequent interviews if the initial interviews or other
information indicated that there is a risk that the contractor or subcontractor is not complying with DB. Sub
recipients shall immediately conduct interviews in response to an alleged violation of the prevailing wage
requirements. All interviews shall be conducted in confidence."
(c) The sub recipient shall periodically conduct spot checks of a representative sample of weekly payroll
data to verify that contractors or subcontractors are paying the appropriate wage rates. The sub recipient
shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance
with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a
minimum, if practicable the sub recipient should spot check payroll data within two weeks of each
contractor or subcontractor's submission of its initial payroll data and two weeks prior to the completion
date the contract or subcontract. Sub recipients must conduct more frequent spot checks if the initial spot
check or other information indicates that there is a risk that the contractor or subcontractor is not
complying with DB . In addition, during the examinations the sub recipient shall verify evidence of fringe
benefit plans and payments there under by contractors and subcontractors who claim credit for fringe
benefit contributions.
(d) The sub recipient shall periodically review contractors and subcontractors use of apprentices and
trainees to verify registration and certification with respect to apprenticeship and training programs
approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and
subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These
reviews shall be conducted in accordance with the schedules for spot checks and interviews described in
Item 5(b) and (c) above.
(e) Sub recipients must immediately report potential violations of the DB prevailing wage requirements to
the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at
http://www.dol.gov/whd/america2.htm.
D-27
4887-2455-4666.4
41
DEPARTMENTAL CORRESPONDENCE
OFFICE OF THE
CITY ATTORNEY
TO: Mayor
City Council
Kara Paxton, City Clerk/Treasurer
CC: Susan Norton, Chief of Staff
Paul Becker, Chief Financial Officerr.
f
FROM: Kit Williams, City Attorney �:_- II.
DATE: April 4, 2024
Kit Williams
City Attorney
Blake Pennington
Senior Assistant City Attorney
Hannah Hungate
Assistant City Attorney
RE: $85 Million Bond to the Arkansas Development Finance Authority
Stacy Barnes
Paralegal
Bond ordinances are usually the longest ordinances I read at a City
Council meeting. I understand that most other cities just suspend the statutory
rules requiring that each ordinance "shall be fully and distinctly read on three (3)
different days" and read only the title. This suspension of the reading rule is
expressly authorized by statute.
I have always felt it was important to read a bond ordinance which
commits the City to repay millions of dollars, in this case over $90 Million which
includes the "servicing fee" of 0.75 % per annum, but no interest charges. This is
certainly a very favorable bond agreement for the City of Fayetteville and all of
its water system rate payers.
However, I believe it would make no sense for me to read about five pages
of the ordinance detailing each of the 240 monthly payments. This lengthy table
showing the due date of each payment, payment amount (always $381,503.44),
interest charged (always $0), servicing fee (declining amount as the bond is
repaid: beginning at $53,125.00 on May 1, 2027 and ending at $238.29 on April 1,
2047), and finally the amount of payment applied to the principal debt beginning
at $328,378.44 on May 1, 2027 and ending at $381,264.80 on April 1, 2047 which is
the final payment for this $85,000,000.00 bond.
Before the first reading of the bond ordinance, I will ask that the City
Council suspend the rules to allow me not to read the five pages of these
payment tables that the Arkansas Development Finance Authority required to be
within the ordinance. I do intend to read everything else in this ten -page
ordinance.
After the first reading, I recommend that the City Council suspend the
second and third readings of anything except the ordinance title as is our usual
procedure. If anyone has any questions, please let me know before the meeting
so any questions can be properly answered. Bond Council Gordon Wilbourn
will be present at your meeting for any other questions you may have.
2
113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Ordinance: 6737
File Number: 2024-1728
WEST TRANSMISSION WATERLINE (ORDINANCE APPROVAL):
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF A NOT TO EXCEED $85,000,000 WATER
AND SEWER SYSTEM REVENUE BOND, SERIES 2024, BY THE CITY OF FAYETTEVILLE, ARKANSAS FOR
THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF PLANNING, DESIGNING,
ACQUIRING, CONSTRUCTING AND EQUIPPING CERTAIN WATER TRANSMISSION LINE
IMPROVEMENTS; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND SERVICING FEE ON THE
BOND; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT
PROVIDING FOR THE SALE OF THE BOND; AND PRESCRIBING OTHER MATTERS RELATING THERETO.
WHEREAS, the City of Fayetteville, Arkansas (the "City"), a city of the first class, presently
owns and operates a public water and sewer utility system (the "System") serving the residents of the
City and its environs; and
WHEREAS, the City Council of the City has determined that there is a great need for a source
of revenue to finance the costs of the planning, design, acquisition, construction and equipping of certain
improvements to the System, including, specifically, the planning, design, acquisition, engineering,
construction and equipping of a 48-inch water transmission line from the Beaver Water District to the
City, together with related improvements (the "Project"); and
WHEREAS, an engineering report and plans and specifications for the Project have been
examined by the City Council and copies of such report, plans and specifications are on file with the
City and are available for inspection by any interested person; and
WHEREAS, the City is authorized and empowered under the provisions of the Constitution and
laws of the State of Arkansas, including particularly Amendment 65 to the Constitution and Arkansas
Code Annotated Sections 14-164-401 et seq., Sections 14-234-201 et seq. and Sections 14-235-201 et
seq. (collectively, and as from time to time amended, the "Authorizing Legislation"), to issue and sell its
water and sewer revenue bonds and to expend the proceeds thereof to finance the costs of planning,
design, acquisition, construction, equipping, improving, maintaining, operating and repairing the
System; and
WHEREAS, as authorized under the provisions of Amendment 65 and the Authorizing
Legislation, and in order to secure funds necessary to pay or reimburse all or a portion of the costs of the
Project, and the costs incident to the issuance of a bond to finance the costs of said Project, upon the
Page 1
Ordinance: 6737
File Number: 2024-1728
most favorable terms to the City and the users of the System, the City has made arrangements for the
sale of its Water and Sewer System Revenue Bond, Series 2024 (the "Bond"), in principal amount not to
exceed $85,000,000 to the Arkansas Development Finance Authority, as purchaser (the "Bondholder"),
at a price of par, which Bond shall bear interest at the rate of zero percent (0.00%) per annum, pursuant
to a Bond Purchase Agreement (the "Bond Purchase Agreement") among the City, the Bondholder and
the Arkansas Natural Resources Commission (the "Commission"), which Bond Purchase Agreement has
been presented to and is before this meeting; and
WHEREAS, an open public hearing on the question of the issuance of the Bond and the
financing of the Project has been held before the Mayor and City Council on March 19, 2024, following
publication of notice of such hearing in the Northwest Arkansas edition of the Arkansas Democrat -
Gazette on February 25, 2024; and
WHEREAS, the City will also be required to pay to the Arkansas Development Finance
Authority, as servicer with respect to the Bond (the "Servicer"), a monthly servicing fee equal to three-
quarters of one percent (0.75%) per annum of the outstanding principal amount of the Bond (the
"Servicing Fee");
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville,
Arkansas that:
Section 1. The Project shall be accomplished and shall be a part of the System. The
accomplishment of the Project shall be under the control and supervision of, and all details in connection
therewith shall be handled by, the City, and the City shall make all contracts and agreements necessary
or incidental to the performance of its duties and the execution of its powers. The City shall let all
contracts pursuant to and in accordance with existing laws and shall require such performance bonds and
insurance from the contractors as, in the judgment of the City, will fully insure completion of the Project
in accordance with the plans and specifications therefor. The Mayor is hereby authorized to take, or
cause to be taken, all action necessary to accomplish the Project and to execute all required contracts in
connection thereto.
Section 2. The sale to the Bondholder of up to $85,000,000 in principal amount of the Bond
at a price of par, such Bond to bear interest at the rate of 0.00% per annum and to be subject to a
Servicing Fee of 0.75% per annum and otherwise to be subject to the terms and provisions hereafter in
this Ordinance set forth in detail be, and is hereby approved and the Bond is hereby sold to the
Bondholder. 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. The Bond Purchase Agreement is hereby approved in
substantially the form submitted to this meeting with such changes as may be approved by the Mayor,
his execution to constitute complete evidence of such approval.
Section 3. The City Council hereby finds and declares that the period of usefulness of the
System after completion of the Project will be more than twenty-five (25) years, which is longer than the
term of the Bond.
Section 4. Under the authority of the Constitution and laws of the State of Arkansas,
including particularly Amendment 65 to the Constitution of the State of Arkansas and the Authorizing
Page 2
Ordinance: 6737
File Number: 2024-1728
Legislation, the City of Fayetteville, Arkansas Water and Sewer System Revenue Bond, Series 2024 (the
"Bond"), is hereby authorized to be issued in the total principal amount of not to exceed Eighty -Five
Million Dollars ($85,000,000), the proceeds of the sale of which are necessary to provide sufficient
funds to pay or reimburse a portion of the costs of accomplishing the Project, including, without
limitation, legal fees and other necessary expenses incidental to accomplishment of the Project, and to
the issuance of the Bond.
The Bond shall bear interest at the rate of zero percent (0.00%) per annum and shall be subject to
a Servicing Fee of three-quarters of one percent (0.75%) per annum based upon a 360-day year of
twelve consecutive 30-day months. The Bond shall be dated the date of its delivery to the Bondholder.
The Servicing Fee only shall be payable monthly commencing on the 1st day of the month following the
issuance of the Bond and continuing on the 1st day of each month thereafter through and including April
1, 2027. Principal and the Servicing Fee shall be payable on May 1, 2027, and on the 1st day of each
month thereafter until the unpaid principal is paid in full as follows:
Date
Payment
Interest
Servicing Fee
Principal
Amount
May 1, 2027
$ 381,503.44
$ -0-
$ 53,125.00
$ 328,378.44
June 1, 2027
$ 381,503.44
$ -0-
$ 52,919.76
$ 328,583.68
July 1, 2027
$ 381,503.44
$ -0-
$ 52,714.40
$ 328,789.04
August 1, 2027
$ 381,503.44
$ -0-
$52,508.91
$ 328,994.53
September 1, 2027
$ 381,503.44
$ -0-
$52,303.28
$ 329,200.16
October 1, 2027
$ 381,503.44
$ -0-
$52,097.53
$ 329,405.91
November 1, 2027
$ 381,503.44
$ -0-
$51,891.66
$329,611.78
December 1, 2027
$ 381,503.44
$ -0-
$ 51,685.65
$ 329,817.79
January 1, 2028
$ 381,503.44
$ -0-
$ 51,479.51
$330,023.93
February 1, 2028
$ 381,503.44
$ -0-
$ 51,273.25
$330,230.19
March 1, 2028
$ 381,503.44
$ -0-
$ 51,066.85
$330,436.59
April 1, 2028
$ 381,503.44
$ -0-
$ 50,860.33
$ 330,643.11
May 1, 2028
$ 381,503.44
$ -0-
$ 50,653.68
$ 330,849.76
June 1, 2028
$ 381,503.44
$ -0-
$ 50,446.90
$ 331,056.54
July 1, 2028
$ 381,503.44
$ -0-
$ 50,239.99
$ 331,263.45
August 1, 2028
$ 381,503.44
$ -0-
$ 50,032.95
$ 331,470.49
September 1, 2028
$ 381,503.44
$ -0-
$ 49,825.78
$ 331,677.66
October 1, 2028
$ 381,503.44
$ -0-
$ 49,618.48
$331,884.96
November 1, 2028
$ 381,503.44
$ -0-
$ 49,411.05
$332,092.39
December 1, 2028
$ 381,503.44
$ -0-
$49,203.49
$ 332,299.95
January 1, 2029
$ 381,503.44
$ -0-
$ 48,995.81
$ 332,507.63
February 1, 2029
$ 381,503.44
$ -0-
$ 48,787.99
$ 332,715.45
March 1, 2029
$ 381,503.44
$ -0-
$ 48,580.04
$ 332,923.40
April 1, 2029
$ 381,503.44
$ -0-
$ 48,371.96
$ 333,131.48
May 1, 2029
$ 381,503.44
$ -0-
$ 48,163.76
$ 333,339.68
Date
Payment
Interest
Servicing Fee
Principal
Page 3
Ordinance: 6737
File Number: 2024-1728
Amount
June 1, 2029
$ 381,503.44
$ -0-
$ 47,955.42
$ 333,548.02
July 1, 2029
$ 381,503.44
$ -0-
$ 47,746.95
$ 333,756.49
August 1, 2029
$ 381,503.44
$ -0-
$ 47,538.35
$ 333,965.09
September 1, 2029
$ 381,503.44
$ -0-
$ 47,329.63
$ 334,173.81
October 1, 2029
$ 381,503.44
$ -0-
$47,120.77
$ 334,382.67
November 1, 2029
$ 381,503.44
$ -0-
$46,911.78
$ 334,591.66
December 1, 2029
$ 381,503.44
$ -0-
$ 46,702.66
$ 334,800.78
January 1, 2030
$ 381,503.44
$ -0-
$ 46,493.41
$ 335,010.03
February 1, 2030
$ 381,503.44
$ -0-
$ 46,284.03
$ 335,219.41
March 1, 2030
$ 381,503.44
$ -0-
$ 46,074.52
$ 335,428.92
April 1, 2030
$ 381,503.44
$ -0-
$ 45,864.87
$ 335,638.57
May 1, 2030
$ 381,503.44
$ -0-
$45,665.10
$335,848.34
June 1, 2030
$ 381,503.44
$ -0-
$ 45,445.19
$ 336,058.25
July 1, 2030
$ 381,503.44
$ -0-
$ 45,235.16
$ 336,268.28
August 1, 2030
$ 381,503.44
$ -0-
$ 45,024.99
$336,478.45
September 1, 2030
$ 381,503.44
$ -0-
$ 44,814.69
$ 336,688.75
October 1, 2030
$ 381,503.44
$ -0-
$ 44,604.26
$ 336,899.18
November 1, 2030
$ 381,503.44
$ -0-
$ 44,393.70
$ 337,109.74
December 1, 2030
$ 381,503.44
$ -0-
$ 44,183.00
$ 337,320.44
January 1, 2031
$ 381,503.44
$ -0-
$ 43,972.18
$ 337,531.26
February 1, 2031
$ 381,503.44
$ -0-
$ 43,761.22
$ 337,742.22
March 1, 2031
$ 381,503.44
$ -0-
$ 43,550.13
$ 337,953.31
April 1, 2031
$ 381,503.44
$ -0-
$ 43,338.91
$ 338,164.53
May 1, 2031
$ 381,503.44
$ -0-
$ 43,127.56
$ 338,375.88
June 1, 2031
$ 381,503.44
$ -0-
$ 42,916.07
$ 338,587.37
July 1, 2031
$ 381,503.44
$ -0-
$ 42,704.46
$ 338,798.98
August 1, 2031
$ 381,503.44
$ -0-
$ 42,492.71
$ 339,010.73
September 1, 2031
$ 381,503.44
$ -0-
$ 42,280.83
$ 339,222.61
October 1, 2031
$ 381,503.44
$ -0-
$ 42,068.81
$ 339,434.63
November 1, 2031
$ 381,503.44
$ -0-
$ 41,856.66
$ 339,646.78
December 1, 2031
$ 381,503.44
$ -0-
$ 41,644.39
$ 339,859.05
January 1, 2032
$ 381,503.44
$ -0-
$ 41,431.97
$ 340,071.47
February 1, 2032
$ 381,503.44
$ -0-
$ 41,219.43
$ 340,284.01
March 1, 2032
$ 381,503.44
$ -0-
$ 41,006.75
$ 340,496.69
April 1, 2032
$ 381,503.44
$ -0-
$ 40,793.94
$ 340,709.50
May 1, 2032
$ 381,503.44
$ -0-
$ 40,581.00
$ 340,922.44
June 1, 2032
$ 381,503.44
$ -0-
$ 40,367.92
$ 341,135.52
July 1, 2032
$ 381,503.44
$ -0-
$ 40,154.71
$ 341,348.73
August 1, 2032
$ 381,503.44
$ -0-
$ 39,941.37
$ 341,562.07
September 1, 2032
$ 381,503.44
$ -0-
$ 39,727.89
$ 341,775.55
October 1, 2032
$ 381,503.44
$ -0-
$ 39,514.28
$ 341,989.16
November 1, 2032
$ 381,503.44
$ -0-
$ 39,300.54
$ 342,202.90
December 1, 2032
$ 381,503.44
$ -0-
$ 39,086.66
$ 342,416.78
January 1, 2033
$ 381,503.44
$ -0-
$ 38,872.65
$ 342,630.79
February 1, 2033
$ 381,503.44
$ -0-
$ 38,658.51
$ 342,844.93
Date
Payment
Interest
Servicing Fee
Principal
Page 4
Ordinance: 6737
File Number: 2024-1728
Amount
March 1, 2033
$ 381,503.44
$ -0-
$ 38,444.23
$ 343,059.21
April 1, 2033
$ 381,503.44
$ -0-
$ 38,229.82
$ 343,273.62
May 1, 2033
$ 381,503.44
$ -0-
$ 38,015.27
$ 343,488.17
June 1, 2033
$ 381,503.44
$ -0-
$ 37,800.59
$ 343,702.85
July 1, 2033
$ 381,503.44
$ -0-
$ 37,585.78
$ 343,917.66
August 1, 2033
$ 381,503.44
$ -0-
$ 37,370.83
$ 344,132.61
September 1, 2033
$ 381,503.44
$ -0-
$ 37,155.75
$ 344,347.69
October 1, 2033
$ 381,503.44
$ -0-
$ 36,940.53
$ 344,562.91
November 1, 2033
$ 381,503.44
$ -0-
$ 36,725.18
$ 344,778.26
December 1, 2033
$ 381,503.44
$ -0-
$ 36,509.69
$ 344,993.75
January 1, 2034
$ 381,503.44
$ -0-
$ 36,294.07
$ 345,209.37
February 1, 2034
$ 381,503.44
$ -0-
$ 36,078.31
$ 345,425.13
March 1, 2034
$ 381,503.44
$ -0-
$ 35,862.42
$ 345,641.02
April 1, 2034
$ 381,503.44
$ -0-
$ 35,646.40
$ 345,857.04
May 1, 2034
$ 381,503.44
$ -0-
$ 35,430.24
$ 346,073.20
June 1, 2034
$ 381,503.44
$ -0-
$ 35,213.94
$ 346,289.50
July 1, 2034
$ 381,503.44
$ -0-
$ 34,997.51
$ 346,505.93
August 1, 2034
$ 381,503.44
$ -0-
$ 34,780.94
$ 346,722.50
September 1, 2034
$ 381,503.44
$ -0-
$ 34,564.24
$ 346,939.20
October 1, 2034
$ 381,503.44
$ -0-
$ 34,347.40
$ 347,156.04
November 1, 2034
$ 381,503.44
$ -0-
$ 34,130.43
$ 347,373.01
December 1, 2034
$ 381,503.44
$ -0-
$ 33,913.32
$ 347,590.12
January 1, 2035
$ 381,503.44
$ -0-
$ 33,696.08
$ 347,807.36
February 1, 2035
$ 381,503.44
$ -0-
$ 33,478.70
$ 348,024.74
March 1, 2035
$ 381,503.44
$ -0-
$ 33,261.19
$ 348,242.25
April 1, 2035
$ 381,503.44
$ -0-
$ 33,043.53
$ 348,459.91
May 1, 2035
$ 381,503.44
$ -0-
$ 32,825.75
$ 348,677.69
June 1, 2035
$ 381,503.44
$ -0-
$ 32,607.82
$ 348,895.62
July 1, 2035
$ 381,503.44
$ -0-
$ 32,389.76
$ 349,113.68
August 1, 2035
$ 381,503.44
$ -0-
$ 32,171.57
$ 349,331.87
September 1, 2035
$ 381,503.44
$ -0-
$ 31,953.23
$ 349,550.21
October 1, 2035
$ 381,503.44
$ -0-
$ 31,734.77
$ 349,768.67
November 1, 2035
$ 381,503.44
$ -0-
$ 31,516.16
$ 349,987.28
December 1, 2035
$ 381,503.44
$ -0-
$ 31,297.42
$ 350,206.02
January 1, 2036
$ 381,503.44
$ -0-
$ 31,078.54
$ 350,424.90
February 1, 2036
$ 381,503.44
$ -0-
$ 30,859.52
$ 350,643.92
March 1, 2036
$ 381,503.44
$ -0-
$ 30,640.37
$ 350,863.07
April 1, 2036
$ 381,503.44
$ -0-
$ 30,421.08
$ 351,082.36
May 1, 2036
$ 381,503.44
$ -0-
$ 30,201.66
$ 351,301.78
June 1, 2036
$ 381,503.44
$ -0-
$ 29,982.09
$ 351,521.35
July 1, 2036
$ 381,503.44
$ -0-
$ 29,762.39
$ 351,741.05
August 1, 2036
$ 381,503.44
$ -0-
$ 29,542.55
$ 351,960.89
September 1, 2036
$ 381,503.44
$ -0-
$ 29,322.58
$ 352,180.86
October 1, 2036
$ 381,503.44
$ -0-
$ 29,102.46
$ 352,400.98
November 1, 2036
$ 381,503.44
$ -0-
$ 28,882.21
$ 352,621.23
Date
Payment
Interest
Servicing Fee
Principal
Page 5
Ordinance: 6737
File Number: 2024-1728
Amount
December 1, 2036
$ 381,503.44
$ -0-
$ 28,661.83
$ 352,841.61
January 1, 2037
$ 381,503.44
$ -0-
$ 28,441.30
$ 353,062.14
February 1, 2037
$ 381,503.44
$ -0-
$ 28,220.64
$ 353,282.80
March 1, 2037
$ 381,503.44
$ -0-
$ 27,999.83
$ 353,503.61
April 1, 2037
$ 381,503.44
$ -0-
$ 27,778.89
$ 353,724.55
May 1, 2037
$ 381,503.44
$ -0-
$ 27,557.82
$ 353,945.62
June 1, 2037
$ 381,503.44
$ -0-
$ 27,336.60
$ 354,166.84
July 1, 2037
$ 381,503.44
$ -0-
$ 27,115.25
$ 354,388.19
August 1, 2037
$ 381,503.44
$ -0-
$ 26,893.75
$ 354,609.69
September 1, 2037
$ 381,503.44
$ -0-
$ 26,672.12
$ 354,831.32
October 1, 2037
$ 381,503.44
$ -0-
$ 26,450.35
$ 355,053.09
November 1, 2037
$ 381,503.44
$ -0-
$ 26,228.44
$ 355,275.00
December 1, 2037
$ 381,503.44
$ -0-
$ 26,006.40
$ 355,497.04
January 1, 2038
$ 381,503.44
$ -0-
$ 25,784.21
$ 355,719.23
February 1, 2038
$ 381,503.44
$ -0-
$ 25,561.89
$ 355,941.55
March 1, 2038
$ 381,503.44
$ -0-
$ 25,339.42
$ 356,164.02
April 1, 2038
$ 381,503.44
$ -0-
$ 25,116.82
$ 356,386.62
May 1, 2038
$ 381,503.44
$ -0-
$ 24,894.08
$ 356,609.36
June 1, 2038
$ 381,503.44
$ -0-
$ 24,671.20
$ 356,832.24
July 1, 2038
$ 381,503.44
$ -0-
$ 24,448.18
$ 357,055.26
August 1, 2038
$ 381,503.44
$ -0-
$ 24,225.02
$ 357,278.42
September 1, 2038
$ 381,503.44
$ -0-
$ 24,001.72
$ 357,501.72
October 1, 2038
$ 381,503.44
$ -0-
$ 23,778.28
$ 357,725.16
November 1, 2038
$ 381,503.44
$ -0-
$ 23,554.70
$ 357,948.74
December 1, 2038
$ 381,503.44
$ -0-
$ 23,330.99
$ 358,172.45
January 1, 2039
$ 381,503.44
$ -0-
$ 23,107.13
$ 358,396.31
February 1, 2039
$ 381,503.44
$ -0-
$ 22,883.13
$ 358,620.31
March 1, 2039
$ 381,503.44
$ -0-
$ 22,658.99
$ 358,844.45
April 1, 2039
$ 381,503.44
$ -0-
$ 22,434.71
$ 359,068.73
May 1, 2039
$ 381,503.44
$ -0-
$ 22,210.30
$ 359,293.14
June 1, 2039
$ 381,503.44
$ -0-
$ 21,985.74
$ 359,517.70
July 1, 2039
$ 381,503.44
$ -0-
$ 21,761.04
$ 359,742.40
August 1, 2039
$ 381,503.44
$ -0-
$ 21,536.20
$ 359,967.24
September 1, 2039
$ 381,503.44
$ -0-
$ 21,311.22
$ 360,192.22
October 1, 2039
$ 381,503.44
$ -0-
$ 21,086.10
$ 360,417.34
November 1, 2039
$ 381,503.44
$ -0-
$ 20,860.84
$ 360,642.60
December 1, 2039
$ 381,503.44
$ -0-
$ 20,635.44
$ 360,868.00
January 1, 2040
$ 381,503.44
$ -0-
$ 20,409.90
$ 361,093.54
February 1, 2040
$ 381,503.44
$ -0-
$ 20,184.21
$ 361,319.23
March 1, 2040
$ 381,503.44
$ -0-
$ 19,958.39
$ 361,545.05
April 1, 2040
$ 381,503.44
$ -0-
$ 19,732.42
$ 361,771.02
May 1, 2040
$ 381,503.44
$ -0-
$ 19,506.32
$ 361,997.12
June 1, 2040
$ 381,503.44
$ -0-
$ 19,280.07
$ 362,223.37
July 1, 2040
$ 381,503.44
$ -0-
$ 19,053.68
$ 362,449.76
August 1, 2040
$ 381,503.44
$ -0-
$ 18,827.15
$ 362,676.29
Date
Payment
Interest
Servicing Fee
Principal
Page 6
Ordinance: 6737
File Number. 2024-1728
Amount
September 1, 2040
$ 381,503.44
$ -0-
$ 18,600.47
$ 362,902.97
October 1, 2040
$ 381,503.44
$ -0-
$ 18,373.66
$ 363,129.78
November 1, 2040
$ 381,503.44
$ -0-
$ 18,146.70
$ 363,356.74
December 1, 2040
$ 381,503.44
$ -0-
$ 17,919.61
$ 363,583.83
January 1, 2041
$ 381,503.44
$ -0-
$ 17,692.37
$ 363,811.07
February 1, 2041
$ 381,503.44
$ -0-
$ 17,464.98
$ 364,038.46
March 1, 2041
$ 381,503.44
$ -0-
$ 17,237.46
$ 364,265.98
April 1, 2041
$ 381,503.44
$ -0-
$ 17,009.79
$ 364,493.65
May 1, 2041
$ 381,503.44
$ -0-
$ 16,781.99
$ 364,721.45
June 1, 2041
$ 381,503.44
$ -0-
$ 16,554.03
$ 364,949.41
July 1, 2041
$ 381,503.44
$ -0-
$ 16,325.94
$ 365,177.50
August 1, 2041
$ 381,503.44
$ -0-
$ 16,097.70
$ 365,405.74
September 1, 2041
$ 381,503.44
$ -0-
$ 15,869.33
$ 365,634.11
October 1, 2041
$ 381,503.44
$ -0-
$ 15,640.80
$ 365,862.64
November 1, 2041
$ 381,503.44
$ -0-
$ 15,412.14
$ 366,091.30
December 1, 2041
$ 381,503.44
$ -0-
$ 15,183.33
$ 366,320.11
January 1, 2042
$ 381,503.44
$ -0-
$ 14,954.38
$ 366,549.06
February 1, 2042
$ 381,503.44
$ -0-
$ 14,725.29
$ 366,778.15
March 1, 2042
$ 381,503.44
$ -0-
$ 14,496.05
$ 367,007.39
April 1, 2042
$ 381,503.44
$ -0-
$ 14,266.67
$ 367,236.77
May 1, 2042
$ 381,503.44
$ -0-
$ 14,037.15
$ 367,466.29
June 1, 2042
$ 381,503.44
$ -0-
$ 13,807.49
$ 367,695.95
July 1, 2042
$ 381,503.44
$ -0-
$ 13,577.68
$ 367,925.76
August 1, 2042
$ 381,503.44
$ -0-
$ 13,347.72
$ 368,155.72
September 1, 2042
$ 381,503.44
$ -0-
$ 13,117.62
$ 368,385.82
October 1, 2042
$ 381,503.44
$ -0-
$ 12,887.38
$ 368,616.06
November 1, 2042
$ 381,503.44
$ -0-
$ 12,657.00
$ 368,846.44
December 1, 2042
$ 381,503.44
$ -0-
$ 12,426.47
$ 369,076.97
January 1, 2043
$ 381,503.44
$ -0-
$ 12,195.80
$ 369,307.64
February 1, 2043
$ 381,503.44
$ -0-
$ 11,964.98
$ 369,538.46
March 1, 2043
$ 381,503.44
$ -0-
$ 11,734.02
$ 369,769.42
April 1, 2043
$ 381,503.44
$ -0-
$ 11,502.91
$ 370,000.53
May 1, 2043
$ 381,503.44
$ -0-
$ 11,271.66
$ 370,231.78
June 1, 2043
$ 381,503.44
$ -0-
$ 11,040.27
$ 370,463.17
July 1, 2043
$ 381,503.44
$ -0-
$ 10,808.73
$ 370,694.71
August 1, 2043
$ 381,503.44
$ -0-
$ 10,577.04
$ 370,926.40
September 1, 2043
$ 381,503.44
$ -0-
$ 10,345.21
$ 371,158.23
October 1, 2043
$ 381,503.44
$ -0-
$ 10,113.24
$ 371,390.20
November 1, 2043
$ 381,503.44
$ -0-
$ 9,881.12
$ 371,622.32
December 1, 2043
$ 381,503.44
$ -0-
$ 9,648.86
$ 371,854.58
January 1, 2044
$ 381,503.44
$ -0-
$ 9,416.45
$ 372,086.99
February 1, 2044
$ 381,503.44
$ -0-
$ 9,183.89
$ 372,319.55
March 1, 2044
$ 381,503.44
$ -0-
$ 8,951.19
$ 372,552.25
April 1, 2044
$ 381,503.44
$ -0-
$ 8,718.35
$ 372,785.09
May 1, 2044
$ 381,503.44
$ -0-
$ 8,485.36
$ 373,018.08
Date
Payment
Interest
Servicing Fee
Principal
Page 7
Ordinance: 6737
File Number. 2024-1728
June 1, 2044
July 1, 2044
August 1, 2044
September 1, 2044
October 1, 2044
November 1, 2044
December 1, 2044
January 1, 2045
February 1, 2045
March 1, 2045
April 1, 2045
May 1, 2045
June 1, 2045
July 1, 2045
August 1, 2045
September 1, 2045
October 1, 2045
November 1, 2045
December 1, 2045
January 1, 2046
February 1, 2046
March 1, 2046
April 1, 2046
May 1, 2046
June 1, 2046
July 1, 2046
August 1, 2046
September 1, 2046
October 1, 2046
November 1, 2046
December 1, 2046
January 1, 2047
February 1, 2047
March 1, 2047
April 1, 2047
TOTALS:
Amount
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.44
$ 381,503.09
91,560 825.25
$ 8,252.22
$ 8,018.94
$ 7,785.51
$ 7,551.94
$ 7,318.22
$ 7,084.35
$ 6,850.34
$ 6,616.18
$ 6,381.88
$ 6,147.43
$ 5,912.83
$ 5,678.09
$ 5,443.19
$ 5,208.16
$ 4,972.97
$ 4,737.64
$ 4,502.16
$ 4,266.54
$ 4,030.76
$ 3,794.84
$ 3,558.77
$ 3,322.56
$ 3,086.20
$ 2,849.69
$ 2,613.03
$ 2,376.22
$ 2,139.27
$ 1,902.16
$ 1,664.91
$ 1,427.51
$ 1,189.97
$ 952.27
$ 714.43
$ 476.43
$ 238.29
6,560,825.25
$ 373,251.22
$ 373,484.50
$ 373,717.93
$ 373,951.50
$ 374,185.22
$ 374,419.09
$ 374,653.10
$ 374,887.26
$ 375,121.56
$ 375,356.01
$ 375,590.61
$ 375,825.35
$ 376,060.25
$ 376,295.28
$ 376,530.47
$ 376,765.80
$ 377,001.28
$ 377,236.90
$377,472.68
$ 377,708.60
$ 377,944.67
$ 378,180.88
$ 378,417.24
$ 378,653.75
$ 378,890.41
$ 379,127.22
$ 379,364.17
$ 379,601.28
$ 379,838.53
$ 380,075.93
$ 380,313.47
$ 380,551.17
$ 380,789.01
$ 381,027.01
$ 381,264.80
85,000,000.00
The Bond shall be issued in the form of a single typewritten bond, registered as to both principal
and interest, payable to the Bondholder, or registered assigns, as set forth hereinafter in the bond form,
and shall be numbered R24-1.
Payment of principal and the Servicing Fee shall be by check or draft mailed to the Bondholder
at its address shown on the bond registration books of the City which shall be maintained by the Finance
Director as Bond Registrar, without presentation or surrender of the Bond (except upon final payment),
and such payments shall discharge the obligation of the City to the extent thereof. The Finance Director
Page 8
Ordinance: 6737
File Number: 2024-1728
or his or her designee shall keep a payment record and make proper notations thereon of all payments of
principal and the Servicing Fee.
Payment of principal and the Servicing Fee shall be in any coin or currency of the United States
of America which, as at the time of payment, shall be legal tender for the payment of debts due the
United States of America. When the principal of the Bond has been fully paid, it shall be canceled and
delivered to the Finance Director.
Section 5. The Bond shall be executed on behalf of the City by its Mayor and City Clerk and
shall have impressed thereon the seal of the City. The principal of the Bond, and the Servicing Fee in
connection therewith, are secured by a pledge of and are payable from revenues derived from the
System (the "Revenues"). The City covenants and agrees that all Revenues will be accounted for
separately as special funds on the books of the City, and said Revenues will be deposited and will be
used solely as provided herein. The Bond is not a general obligation of the City but is a special
obligation, the principal of which, and the Servicing Fee in connection therewith, are secured by a
pledge of the Revenues. The principal of and interest on the Bond shall not constitute an indebtedness
of the City within the meaning of any constitutional or statutory debt limitation or restriction.
Section 6. The Bond shall be in substantially the following form, and the Mayor and City
Clerk are hereby authorized and directed to make all the recitals contained therein:
Registered United States of America Registered
No. R24-1 $85,000,000
State of Arkansas
County of Washington
City of Fayetteville, Arkansas
Water and Sewer System Revenue Bond
Series 2024
Registered Owner: ARKANSAS DEVELOPMENT FINANCE AUTHORITY
Principal Amount: EIGHTY-FIVE MILLION DOLLARS (or the total principal amount
outstanding as reflected by the Record of Payment of Advances attached
hereto)
Know All Men By These Presents:
That the City of Fayetteville, Arkansas (the "City") hereby acknowledges itself to owe, and for
value received promises to pay to the order of the Arkansas Development Finance Authority, or
registered assigns, but solely from the special fund provided therefor as hereinafter set forth, in lawful
money of the United States of America, the Principal Amount shown above (or so much of the Principal
Amount as should have been advanced as shown on the Record of Payment of Advances attached
hereto). A servicing fee of 0.75% per annum (the "Servicing Fee") shall also be payable by the City to
the Arkansas Development Finance Authority or its successor in the same manner dates as principal
hereof.
Page 9
Ordinance: 6737
File Number: 2024-1728
The Servicing Fee only shall be payable monthly commencing on the 1st day of the month
following the issuance of the Bond and continuing on the 1st day of each month thereafter through and
including April 1, 2027. Principal and the Servicing Fee shall be payable on May 1, 2027, and on the 1st
day of each month thereafter until the unpaid principal is paid in full as follows:
[Here will be inserted the amortization schedule
set forth in Section 4 of this Ordinance.]
Payments of principal due hereon shall be made, except for final payment, without presentation
and surrender of this bond, directly to the Registered Owner at its address shown on the registration
book of the City maintained by the Finance Director or his or her designee 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 (i) providing financing for a portion of the costs of
planning, designing, acquiring, engineering, constructing and equipping a 48-inch water transmission
line from the Beaver Water District to the City, together with related improvements (the "Project"), and
(ii) paying 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, including particularly Amendment No. 65 to the
Constitution of the State of Arkansas ("Amendment 65") and Arkansas Code Annotated Sections 14-
164-401 et seq., Sections 14-234-201 et seq. and Sections 14-235-201 et seq. (collectively, and as from
time to time amended, the "Authorizing Legislation"), and pursuant to Ordinance No. of the
City, duly adopted and approved on the day of , 2024 (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.
This bond may be assigned with the written approval of the Arkansas Natural Resources
Commission (the "Commission"), and in order to effect such assignment, the assignor shall promptly
notify the Finance Director by registered mail, and the assignee shall surrender this bond along with a
written assignment and written approval of the Commission to the Finance Director for transfer on the
registration records. Every assignee shall take this bond subject to all payments and prepayments of
principal (as reflected on the Payment Record maintained by the Finance Director) prior to such
surrender for transfer.
This bond may be prepaid at the option of the City from funds from any source, in whole but not
in part, at any time on and after October 15, 2034, at a prepayment price equal to the principal amount
outstanding, plus the accrued Servicing Fee to the prepayment date. Notice of any prepayment shall be
given to the registered owner of this bond at least 90 days prior to the prepayment date. Such notice
shall be in writing mailed to the address of the registered owner of this bond at the address appearing on
the bond registration records maintained by the Finance Director.
This bond does not constitute an indebtedness of the City or the State of Arkansas within the
meaning of any constitutional or statutory limitation or provision, and the taxing power of the City is not
pledged to the payment of the principal of and interest on this bond.
This bond is not a general obligation of the City, but is a special limited obligation the payment
of the principal of and the Servicing Fee are payable solely from the revenues (the "Revenues") derived
Page 10
Ordinance: 6737
File Number: 2024-1728
from the operation of the City's public water and sewer utility system (the "System"). A sufficient
amount of Revenues to pay the principal of the Bond and the related Servicing Fee has been pledged and
shall be duly set aside as a special fund for that purpose, identified as the "ADFA Bond Fund" in the
Authorizing Ordinance. The City has fixed and covenanted and agreed to maintain rates for the use of
the System which shall be sufficient at all times to at least provide for the payment of the reasonable
expenses of operation and maintenance of the System, to provide for the payment of the principal of and
interest on all outstanding obligations to which Revenues are pledged as the same become due, to
establish and maintain any required debt service reserves and to provide a depreciation fund, all as set
forth in the Authorizing Ordinance.
This bond is issued with the intent that the laws of the State of Arkansas will govern its
construction.
No recourse shall be had for the payment of the principal of or premium, if any, or interest on
this bond or for any claim based thereon or upon any obligation, covenant, or agreement contained in
this bond or in the Authorizing Ordinance against any past, present or future alderman, officer or
employee of the City, or any alderman, officer or employee of any successor of the City, as such, either
directly or through the City or any successor of the City, under any rule of law or equity, statute, or
constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of
any such alderman, officer or employee as such is hereby expressly waived and released as a condition
of and consideration for the issuance of this bond.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things
required by the Constitution and statutes of the State of Arkansas to exist, happen and be performed
precedent to and in the issuance of this bond do exist, have happened and have been performed in due
time, form and manner as required by law; that the indebtedness represented by this bond does not
exceed or violate 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 Fayetteville, Arkansas has caused this bond to be
executed in its name by the manual signatures of its Mayor and City Clerk, thereunto duly authorize, and
its corporate seal to be affixed hereto, all as of the day of 52024.
ATTEST:
City Clerk
CITY OF FAYETTEVILLE,
ARKANSAS
By:
Mayor
Page 11
Ordinance: 6737
File Number: 2024-1728
REGISTRATION CERTIFICATE
Date of Registration Name of Registered Owner Signature of Finance
Director
Arkansas Development
Finance Authority
RECORD OF PAYMENT OF ADVANCES
Date of Advance*
Amount of Advance
Total Principal
Outstanding
Signature of Vice
President of Arkansas
Development Finance
Authority
Page 12
Ordinance: 6737
File Number: 2024-1728
*The date of each advance shall be the commencement date from which the Servicing Fee is
calculated.
Section 7. The City Council of the City has heretofore fixed rates for System services by the
adoption of Ordinance No. 6681 on September 19, 2023 (the "Rate Ordinance"). Reference is hereby
made to the Rate Ordinance for the details thereof and other provisions pertaining thereto, which water
rates and sewer rates are hereby confirmed and continued as provided therein.
The City covenants and agrees that the rates established will produce gross Revenues at least
sufficient to pay monthly operation, maintenance and funded depreciation expenses of the System, pay
the principal of and interest on all outstanding obligations to which Revenues are pledged ("System
Obligations"), as the same become due, pay the Servicing Fee as the same becomes due, and create and
maintain any required debt service and replacement reserves (collectively, the "Required Payments").
The City covenants always to maintain rates (including increases as necessary) which will provide for
the Required Payments. The rates currently in effect for water service and sewer service shall not be
reduced without the prior written consent of the Commission and the Bondholder.
Section 8. The City covenants that it will continually operate the System as a revenue -
producing undertaking and will not sell or lease the same, or any substantial portion thereof, without the
prior written approval of the Bondholder and the Commission; provided, however, that nothing herein
shall be construed to prohibit the City from making such dispositions of properties of the System and
such replacements and substitutions for properties of the System as shall be necessary or incidental to
the efficient operation of the System as a revenue —producing undertaking.
Section 9. All Revenues shall be deposited as and when received into a special fund
heretofore created and designated "Revenue Fund" (the "Revenue Fund"). Each employee of the City
handling Revenues shall give bond for the faithful discharge of his or her duties. Moneys in the Revenue
Fund shall be applied to the payment of the expenses of operation, maintenance, repair and renewal of
the System, to the payment of the principal of and interest on outstanding System Obligations, to the
establishment and maintenance of any required debt service and replacement reserves and to the
providing of any required depreciation fund.
Section 10. (a) There shall be paid from the Revenue Fund on or before the first day of each
month into an account of the City in a special fund to be created by the Bondholder and designated
"Series 2024" (the "ADFA Bond Fund") for the purpose of paying the principal of the Bond in those
amounts specified in Section 4 hereof.
(b) If Revenues are insufficient to make the required payment on or before the first day of a
month into the ADFA Bond Fund, then the amount of any such deficiency in the payment made shall be
added to the amount otherwise required to be paid into the ADFA Bond Fund on or before the first day
of the next month.
(c) When the moneys held in the ADFA Bond Fund which represent payments by the City
and interest earnings thereon or proceeds of investments therefrom (collectively, "City Funds") shall be
and remain sufficient to pay in full the principal of the Bonds, the City shall not be obligated to make
any further payments into the ADFA Bond Fund.
Page 13
Ordinance: 6737
File Number: 2024-1728
(d) All moneys in the ADFA Bond Fund representing City Funds shall be used solely for the
purpose of paying the principal of and interest on the Bond, and the City shall automatically receive a
credit for the amount of such City Funds on hand in the ADFA Bond Fund and available for the
payment of any principal currently due on a principal payment date irrespective of whether the
Bondholder has applied or caused to be applied such funds on that date for such purpose. The City shall
receive a credit for all earnings and income derived from the investment of City Funds as of the first day
of each month, and such earnings and income shall be credited against the next payment due.
(e) The Bond shall be specifically secured by a pledge of all Revenues required to be placed
into the ADFA Bond Fund. This pledge in favor of the Bond is hereby irrevocably made according to
the terms of this Ordinance, and the City and its officers and employees shall execute, perform and carry
out the terms thereof in strict conformity with the provisions of this Ordinance.
Section 11. After making the payments and deposits required by Section 10 hereof, there
shall be paid from the Revenue Fund the Servicing Fee to the Servicer. The Servicing Fee shall be
payable on the 1st day of the month following the issuance of the Bond and continuing on the 1st day of
each month thereafter until the Bond is paid in full and shall be calculated on the same basis as interest
would be calculated on the Bond. The payment of the Servicing Fee is expressly made subordinate to
the payment of the principal of the Bond.
Section 12. (a) After making the payments and deposits required by Sections 10 and 11
hereof, the City shall make any debt service reserve and replacement reserve deposits required in
connection with System Obligations.
(b) Notwithstanding the above, so long as the Bond is outstanding, the City shall maintain a
fund which is hereby created and designated as the "Depreciation Fund" (the "Depreciation Fund").
After making the payments and deposits required in Sections, 10, 11 and 12(a) hereof, there shall be
deposited from the Revenue Fund into the Depreciation Fund, a sum equal to 5% of the gross monthly
Revenues for the preceding month. Once the Depreciation Fund reaches an amount equal to
$8,500,000.00 (or such lesser amount as represents 10% of proceeds of the Bond drawn) (the "Required
Level"), the City shall not be required to make further deposits into the Depreciation Fund; provided,
however, that monthly deposits must resume if the amount in Depreciation Fund drops below the
Required Level, until such time as the Required Level is once again reached. Moneys in the
Depreciation Fund may be used for the purpose of paying the cost of necessary repairs or replacements
to the System or for other purposes approved by the Commission. Funds may only be withdrawn from
the Depreciation Fund with the prior written consent of the Commission.
Section 13. The City shall assure that (i) not in excess of 10% of the proceeds of the Bond is
used for Private Business Use (as defined below) if, in addition, the payment of more than 10% of the
principal due on the Bond during the term thereof is, under the terms of the Bond or any underlying
arrangement, directly or indirectly secured by any interest in property used or to be used for a Private
Business Use or in payments in respect of property used or to be used for a Private Business Use or is to
be derived from payments, whether or not to the City, in respect of property or borrowed moneys used
or to be used for a Private Business Use; and (ii) that, in the event that both (A) in excess of 5% of the
proceeds of the Bond are used for a Private Business Use, and (B) an amount in excess of 5% of the
principal due on the Bond during the term thereof is, under the terms of the Bond or any underlying
arrangement, directly or indirectly, secured by any interest in property used or to be used for said Private
Page 14
Ordinance: 6737
File Number: 2024-1728
Business Use or in payments in respect of property used or to be used for said Private Business Use or is
to be derived from payments, whether or not to the City, in respect of property or borrowed money used
or to be used for said Private Business Use, then said excess over said 5% of the proceeds of the Bond
used for a Private Business Use shall be used for a Private Business Use related to the governmental use
of the Project.
The City shall assure that not in excess of 5% of the proceeds of the Bond are used, directly or
indirectly, to make or finance a loan to persons other than state or local governmental units.
As used in this Section, "Private Business Use" means use directly or indirectly in a trade or
business carried on by a natural person or in any activity carried on by a person other than a natural
person, excluding, however, use by a state or local governmental unit and use as a member of the
general public.
The City covenants that it will not enter into any wholesale water contracts with non-
governmental entities or modify existing wholesale water contracts with non -governmental entities if
such contracts or modifications of existing contracts will cause a violation of this Section.
Section 14. Any surplus in the Revenue Fund, after making full provision for the payments
and deposits described above, may be used at the option of the City for the redemption of the Bond or
other System Obligations prior to maturity in accordance with their terms, for betterments or
improvements to the System, for a refund to ratepayers or for other lawful purposes. Installments of
principal on the Bond shall be prepayable prior to maturity as provided in the form of the Bond set forth
in Section 6 of this Ordinance.
Section 15. So long as the Bond is outstanding, the City shall not issue or attempt to issue any
bonds or other indebtedness having or claimed to be entitled to a pledge of the Revenues on a prior and
senior basis to the pledge securing the Bond.
So long as the Bond is outstanding, the City shall not issue or attempt to issue any bonds or other
indebtedness having or claimed to be entitled to a parity pledge of the Revenues to the pledge securing
the Bond unless and until there shall have been procured and filed with the Bondholder a statement by
an independent certified public accountant not in the regular employ of the City ("Accountant") reciting
the opinion that either (i) the Net Revenues (Net Revenues being gross Revenues less operation and
maintenance expenses, but not including interest, amortization and depreciation) for the fiscal year
preceding the year in which the parity bonds or indebtedness are to be issued were not less than 110% of
the maximum annual debt service requirements (including principal, interest and financing, servicing
and administrative fees) on all outstanding System Obligations and the bonds or indebtedness then
proposed to be issued, or (ii) the Net Revenues for the fiscal year succeeding the year in which the parity
bonds or indebtedness are to be issued are projected to be sufficient in amount, taking into account any
enacted System rate increases, to be not less than 110% of the maximum annual debt service
requirements (including principal, interest and financing, servicing and administrative fees) on all
outstanding System Obligations and the bonds or indebtedness then proposed to be issued.
The additional bonds or other indebtedness, the issuance of which is restricted and conditioned
by this Section, shall not be deemed to mean bonds or other indebtedness the security and source of
payment of which are subordinate and subject to the priority of the Bond, and such additional bonds and
Page 15
Ordinance: 6737
File Number: 2024-1728
indebtedness may be issued without complying with the terms of this Section.
The provisions of this Section may be waived by the holders of 75% in principal amount of the
Bond at any time outstanding.
Section 16. It is covenanted and agreed by the City with the Bondholder and the Commission
that it will faithfully and punctually perform all duties with reference to the System required by the
Constitution and laws of the State of Arkansas and by this Ordinance, including, without limitation, the
making and collecting of reasonable and sufficient rates lawfully established for services rendered by the
System, segregating the Revenues and applying them to the respective funds maintained pursuant to this
Ordinance.
The City covenants and agrees that the Bondholder shall have the protection of all the provisions
of the Authorizing Legislation and this Ordinance, and that the City will diligently proceed to enforce
those provisions to the end of the Bondholder realizing fully upon its security. If the City shall fail to
proceed within thirty (30) days after written request shall have been filed by the Bondholder, the
Bondholder may proceed to enforce all such provisions.
If there be any default in the payment of the principal of or interest on the Bond, or if the City
defaults in any ADFA Bond Fund requirement or in the performance of any of the other covenants
contained in this Ordinance or in the Bond Purchase Agreement, the Bondholder and the Commission
(with respect to covenants contained in the Bond Purchase Agreement) may, by proper suit, compel the
performance of the duties of the officials of the City under the laws of the State of Arkansas. No
remedy herein conferred upon or reserved to the Bondholder is intended to be exclusive of any other
remedy or remedies herein provided or provided by law, and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or given by law. No delay or omission of the
Bondholder to exercise any right or power accrued upon any default shall impair any such right or
power or shall be construed to be a waiver of any default or an acquiescence therein; and every power
and remedy given by this Ordinance to the Bondholder may be exercised from time to time and as often
as may be deemed expedient.
No waiver of any default shall extend to or affect any other existing or any subsequent default or
defaults or impair any rights or remedies consequent thereon. Any costs of enforcement of the Bond or
of any provision of this Ordinance, including reasonable attorney's fees, shall be paid by the City. The
Servicer may enforce all rights and exercise all remedies available to the Bondholder in the event the
Servicing Fee is not paid when due.
Section 17. When the Bond has been executed by the Mayor and City Clerk and the seal of
the City impressed thereon as herein provided, it shall be delivered to the Bondholder upon the payment
of all or a portion of the purchase price in accordance with the Bond Purchase Agreement. The purchase
price shall be deposited, as and when received, in a special account of the City hereby created in a bank
that is a member of the Federal Deposit Insurance Corporation and designated the "2024 Water
Construction Fund" (the "Construction Fund"). The moneys in the Construction Fund shall be used for
accomplishing the Project, paying or reimbursing expenses incidental thereto and paying the expenses of
issuing the Bond approved in accordance with the Bond Purchase Agreement. Payments from the
Construction Fund shall be by check or voucher signed by the Finance Director or his or her designee,
and drawn on the depository. Each such check or voucher shall briefly specify the purpose of the
Page 16
Ordinance: 6737
File Number: 2024-1728
expenditure.
When the Project has been completed and all required expenses paid and expenditures made
from the Construction Fund for and in connection with the accomplishment of the Project and the
financing thereof, this fact shall be evidenced by a certificate signed by the Finance Director or his or
her designee, and by the consulting engineer, which certificate shall state, among other things, the date
of the completion and that all obligations payable from the Construction Fund have been discharged. A
copy of the certificate shall be filed with the depository bank, the Bondholder and the Commission.
Disbursements shall be made by the Bondholder for costs of the Project pursuant to written
Disbursement Requests as provided in the Bond Purchase Agreement.
Section 18. The terms and provisions of this Ordinance shall constitute a binding contract
among the City, the Bondholder and the Commission, and no variation or change in the undertaking
herein set forth shall be made while the Bond is outstanding unless consented to in writing by the
Bondholder and the Commission.
Section 19. The City covenants and agrees that it will maintain the System in good condition
and operate it in an efficient manner and at reasonable cost. The City agrees to keep proper records,
books and accounts relating to the operation of the System, which shall be kept separate from all other
records and accounts of the City, in which complete and correct entries shall be made of all transactions
relating to the operation of the System in accordance with generally accepted government accounting
standards. Such books shall be available for inspection by the Bondholder and the Commission, or the
agent or the representative of either, at reasonable times and under reasonable circumstances. The City
agrees to have these records audited annually. If requested, the City agrees to furnish the audit report
with respect to the System to the Bondholder and the Commission.
Section 20. The City agrees that the Bondholder may pledge the Bond as security for the
payment of its revolving loan fund revenue bonds (the "ADFA Bonds"), and the trustee or municipal
bond insurer for the ADFA Bonds may exercise any rights or remedies available to the Bondholder
under this Ordinance or the Bond Purchase Agreement while the Bond is pledged and/or the ADFA
Bonds are insured. In addition, the City agrees that while the Bond is pledged and/or the ADFA Bonds
are insured, copies of all financial information relating to the City and the System shall be furnished to
the trustee and/or the municipal insurer for the ADFA Bonds.
Section 21. The Mayor, City Clerk and Finance Director, for and on behalf of the City, are
hereby authorized and directed to do any and all things necessary to effect the issuance, sale, execution
and delivery of the Bond and to effect the execution and delivery of the Bond Purchase Agreement, and
to perform all of the obligations of the City under and pursuant thereto. The Mayor, City Clerk and
Finance Director are further authorized and directed, for and on behalf of the City, to execute all papers,
documents, certificates and other instruments that may be required for the carrying out of such authority
or to evidence the exercise thereof.
Section 22. References in this Ordinance to "Bondholder" shall include the original
Bondholder or any registered assign thereof.
Section 23. Kutak Rock LLP, Little Rock, Arkansas, is hereby appointed to act as Bond
Page 17
Ordinance: 6737
File Number: 2024-1728
Counsel on behalf of the City in connection with the issuance and sale of the Bond.
Section 24. The provisions of this Ordinance are hereby declared to be severable, and if any
section, phrase or provision shall for any reason be declared to be illegal or invalid, such declaration
shall not affect the validity of the remainder of the sections, phrases or provisions of this Ordinance.
Section 25. All ordinances, resolutions and parts thereof in conflict herewith are hereby
repealed to the extent of such conflict.
ADOPTED AND APPROVED THIS
PASSED and APPROVED on April 16, 2024
Approved:
Lioneld Jordan, Mayor
DAY OF 52024.
Attest:
Kara Paxton, City Clerk Treasurer
This publication was paid for by the City Clerk -Treasurer of the City of Fayetteville, Arkansas.
Amount Paid: $
Page 18
Form v1.46
NW4\
media
Account#: NWCL5004205
Company: CITY OF FAYETTEVILLE-CLERKS OFFI
113 W MOUNTAIN RECEIVED
FAYETTEVILLE,AR 72701 MAY 0 7 2024
Ad number#: 396386
PO#: O FAVETTEV LL
CIERKS OFiCE
Matter of: ORD 6737
AFFIDAVIT•STATE OF ARKANSAS
I,Carla Gardner,do solemnly swear that I am the Finance Director of the NWA Democrat Gazette,a daily newspaper
printed and published in WASHINGTONBENTON county,State of ARKANSAS;that I was so related to this
publication at and during the publication of the annexed legal advertisement in the matter of:
ORD 6737
Pending in the court,in said County,and at the dates of the several publications of said advertisement stated below,and
that during said periods and at said dates,said newspaper was printed and had a bona fide circulation in said County,
that said newspaper had been regularly printed and published in said county,and had a bona fide circulation therein for
the period of one month before the date of the first publication of said advertisement;and that said advertisement was
published in the regular daily issues of said newspaper as stated below.
And that there is due or has been paid the NWA Democrat Gazette for publication the sum of$934.15.
(Includes$0.00 Affidavit Charge).
NWA Democrat Gazette 05/05/24
Finance Director
State of ARKANSAS,County of WASHINGTON,Subscribed
and sworn to before me on this 7th day of May,2024 •,, CATHERINE STAGGS
1.0*M� .. MY COMMISSION#12402772
COhe
: i EXPIRES:February 28,2025
'� �'� ��C >0 f '•>AINAt,•• Washington County
f
NOTARY PUBLIC
tci•SUNDAY,MAY 5.2024♦ To place an ad call 1-866-296-3666 l'e torns:t All Demo, l O.3,1•1411
ORDINANCE 6737
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Account#: NWCL5004205
Company: CITY OF FAYETTEVILLE-CLERKS OFFI
113 W MOUNTAIN RECEIVED
FAYETTEVILLE, AR 72701
Ad number#: 396383 MAY 07 2024
PO#: ti'ryr >� tE
CITY
Matter of: ORD 6737
AFFIDAVIT•STATE OF ARKANSAS
I,Carla Gardner,do solemnly swear that I am the Finance Director of the NWA Democrat Gazette,a daily newspaper
printed and published in WASHINGTON/BENTON county,State of ARKANSAS;that I was so related to this
publication at and during the publication of the annexed legal advertisement in the matter of:
ORD 6737
Pending in the court,in said County,and at the dates of the several publications of said advertisement stated below,and
that during said periods and at said dates,said newspaper was printed and had a bona fide circulation in said County,
that said newspaper had been regularly printed and published in said county,and had a bona fide circulation therein for
the period of one month before the date of the first publication of said advertisement;and that said advertisement was
published in the regular daily issues of said newspaper as stated below.
And that there is due or has been paid the NWA Democrat Gazette for publication the sum of$4,055.31.
(Includes$0.00 Affidavit Charge).
NWA Democrat Gazette 05/05/24
daA-a ga-t."1-#Le'
Finance Director
State of ARKANSAS,County of WASHINGTON,Subscribed
and sworn to before me on this 7th day of May,2024 gz, CATHERINE STAGGS
''t
=.'I 0. COMMISSION
72
"4 • EXPIRES:Fe r ary 28 2025
.;;t;;r��t Washington County
NOTARY PUBLIC
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