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HomeMy WebLinkAboutOrdinance 4381 ORDINANCE NO. 4381 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $ 10,250,000 OF WATER AND SEWER SYSTEM REFUNDING REVENUE BONDS, SERIES 2002, BY THE CITY OF FAYETTEVILLE, ARKANSAS FOR THE PURPOSE OF REFUNDING THE CITY' S OUTSTANDING WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 1994, AND THE CITY' S OUTSTANDING WATER AND SEWER SYSTEM SUBORDINATE REVENUE BONDS, SERIES 2000; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2002 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2002 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2002 BONDS ; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT; PRESCRIBING OTHER MATTERS RELATING THERETO WHEREAS, the City of Fayetteville, Arkansas (the "City"), a city of the first class, presently owns a public water and sewer utility system (the "System") serving the residents of the City and its environs; 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 ( 1998 Repl . & 2001 Supp.) 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 "Act"), 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 to refund any bonds issued under the Act or any bonds issued under other applicable legislation payable from and secured by a pledge of revenues derived from the System; and WHEREAS, pursuant to the provisions of Ordinance No. 3829 of the City, adopted and approved on September 20, . 1994, the City has previously issued its Water and Sewer System Revenue Bonds, Series 1994 (the "Series 1994 Bonds"), in the original principal amount of $5,500,000, for the purpose of financing the cost of improvements to the System; and WHEREAS, pursuant to the provisions of Ordinance No. 4159 of the City, adopted and approved on April 20, 1999, the City has previously issued its Water and Sewer System Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), in the original principal amount of $8,365,000, for the purpose of refunding outstanding bonds of the City previously issued to finance and refinance the cost of improvements to the System; and 10-32377.02 • . Ord , 4381 WHEREAS, pursuant to the provisions of Ordinance No. 4276 of the City, adopted and approved on October 17, 2000, the City has previously issued its Water and Sewer System Subordinate Revenue Bonds, Series 2000 (the "Series 2000 Bonds"), in the original principal amount of $ 10,000,000, for the purpose of financing the cost of improvements to the System; and WHEREAS, in accordance with the provisions of the Act, the City has determined to issue its Water and Sewer System Refunding Revenue Bonds, Series 2002A and Series 2002B (collectively, the "Series 2002 Bonds"), in the aggregate principal amount of not to exceed $ 10,250,000 for the purpose of refunding all of the outstanding Series 1994 Bonds and Series 2000 Bonds, establishing a debt service reserve for the Series 2002 Bonds, and paying printing, underwriting, legal and other expenses incidental to the issuance of the Series 2002 Bonds; and WHEREAS, the City has determined to issue and secure the Series 2002 Bonds on a subordinate basis to its outstanding Series 1999 Bonds pursuant to a Trust Indenture to be dated as of May 1 , 2002 (the "Trust Indenture"), by and between the City and the Bank of Oklahoma, N.A., Tulsa, Oklahoma, as trustee (the "Trustee"), a form of which Trust Indenture has been presented to and is before this meeting; and WHEREAS, the City proposes to enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") in substantially the form presented to and before this meeting, with Stephens Inc., Little Rock, Arkansas (the "Underwriter"), providing for the sale of the Series 2002 Bonds. NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas that: Section 1 . The City Council hereby finds and declares that the advance refunding of the Series 1994 Bonds and the current refunding of the Series 2000 Bonds is in the best interests of the City and the customers of the System due to (i) the reduction of the interest expense on the Series 1994 Bonds, (ii) the securing of low interest rate long-term financing on the indebtedness represented by the Series 2000 Bonds, and (iii) the revision of rate covenants with respect to System services following such refundings. Section 2. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 65 to the Constitution of Arkansas and the Act, there is hereby authorized the issuance of bonds of the City to be designated as "Water and Sewer System Refunding Revenue Bonds, Series 2002A and Series 2002B" (collectively, the "Series 2002 Bonds"). The Series 2002A Bonds shall be issued in the original aggregate principal amount of not to exceed Two Million Seven Hundred Eighty-Five Thousand Dollars ($2,785,000), shall mature not later than December 31 , 2008, and shall bear interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2002A Bonds shall not exceed 4.25% per annum. The proceeds of the Series 2002A Bonds will be utilized, along with other available moneys, to advance refund the outstanding Series 1994 Bonds. The Series 2002B Bonds shall be issued in the original aggregate principal amount of not to exceed Seven Million Four Hundred Sixty-Five Thousand Dollars ($7,465,000), shall mature not later than December 31 , 2017, and shall bear interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2002B Bonds shall not exceed 5 . 50% per annum. 10-32377.02 2 • • Ord , 4381 The proceeds of the Series 2002B Bonds will be utilized, along with other available moneys, to current refund the outstanding Series 2000 Bonds. The Series 2002 Bonds shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be subject to redemption prior to maturity, and shall contain such other terms, covenants and conditions, all as set forth in the Trust Indenture. The Series 2002 Bonds shall be issued and secured by net revenues of the System on a subordinate basis to the pledge of net revenues securing the outstanding Series 1999 Bonds. Section 3. To prescribe the terms and conditions upon which the Series 2002 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge the Trust Indenture dated as of May 1 , 2002 (the "Trust Indenture"), by and between the City and the Bank of Oklahoma, N.A. , Tulsa, Oklahoma, as trustee (the "Trustee"), and the City Clerk is hereby authorized and directed to execute and acknowledge the Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of System net revenues to the Series 2002 Bonds and the terms of the Series 2002 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Kutak Rock LLP, Little Rock, Arkansas ("Bond Counsel") in order to complete the Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4. There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2002 Bonds. The Preliminary Official Statement is hereby "deemed final" by the City within the meaning of U.S. Securities and Exchange Commission Rule 15c2- 12. The distribution of the Preliminary Official Statement is hereby approved and ratified. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the "Official Statement," and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, the Mayor's execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) 10-32377.02 3 • • Ord . 4381 Section 5. In order to prescribe the terms and conditions upon which the Series 2002 Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Agreement on behalf of the City, to be dated as of the date of its execution (the "Bond Purchase Agreement'), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6. In order to provide for the redemption of the Series 1994 Bonds and the Series 2000 Bonds, the Mayor is hereby authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its execution (the "Escrow Agreement'), by and between the City and Bank of Oklahome, N.A., as escrow trustee (the "Escrow Trustee"), and the Mayor is hereby authorized and directed to cause the Escrow Agreement to be executed by the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter, Escrow Trustee and Bond Counsel in order to complete the Escrow Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Escrow Agreement, their execution to constitute conclusive evidence of such approval . (Advice is given that a copy of the Escrow Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7. In order to provide for continuing disclosure of certain financial and operating information with respect to the City and the System in compliance with the provisions of Rule 15c2- 12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the "Continuing Disclosure Agreement'), by and between the City and the Trustee, and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Trustee. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) I0-32377.02 4 • • Ord . 4381 Section 8. 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 Series 2002 Bonds and to effect the execution and delivery of the Trust Indenture, the Bond Purchase Agreement, the Official Statement, the Escrow Agreement, the Continuing Disclosure Agreement and a Tax Regulatory Agreement relating to the tax exemption of interest on the Series 2002 Bonds, 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 9. 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 Series 2002 Bonds. Section 10. 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 11 . All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. PASSED and APPROVED this the 19`h day of March, 2002. APPROVED: C.,�{ By. DAN COODY, Mayor y teffieAllr Woodruff, City Cle 10-72377.02 5 0 9 NAME OF FILE: Ordinance No. 4381 CROSS REFERENCE: 03/19/02 Ordinance No. 4381 (Authorizing the Issuance of Water and Sewer Revenue Bonds) 03/19/02 Staff Review Form 03/21/02 Memo to Ted Webber, Administrative Services Director, from Heather Woodruff, City Clerk 03/23/02 Proof of Publication from Arkansas Democrat-Gazette NOTES : ORDINANCE NO, 4381 MICROFILMED AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $ 10,250,000 OF WATER AND SEWER SYSTEM REFUNDING REVENUE BONDS, SERIES 2002, BY THE CITY OF FAYETTEVILLE, ARKANSAS FOR THE PURPOSE OF REFUNDING THE CITY' S O OUTSTANDING WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 1994, AND THE CITY' S OUTSTANDING WATER AND SEWER SYSTEM SUBORDINATE REVENUE BONDS, SERIES 2000; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2002 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2002 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2002 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT; PRESCRIBING OTHER MATTERS RELATING THERETO WHEREAS, the City of Fayetteville, Arkansas (the "City"), a city of the first class, presently owns a public water and sewer utility system (the "System") serving the residents of the City and its environs; 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 ( 1998 Repl. & 2001 Supp.) Sections 14- 164-401 et seq. , Sections 14-234-201 et seq. and Sections 14-235-201 et seg. (collectively, and as from time to time amended, the "Act'), 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 to refund any bonds issued under the Act or any bonds issued under other applicable legislation payable from and secured by a pledge of revenues derived from the System; and WHEREAS, pursuant to the provisions of Ordinance No. 3829 of the City, adopted and approved on September 20, . 1994, the City has previously issued its Water and Sewer System Revenue Bonds, Series 1994 (the "Series 1994 Bonds"), in the original principal amount of $5,500,000, for the purpose of financing the cost of improvements to the System; and WHEREAS, pursuant to the provisions of Ordinance No. 4159 of the City, adopted and approved on April 20, 1999, the City has previously issued its Water and Sewer System Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), in the original principal amount of $8,365,000, for the purpose of refunding outstanding bonds of the City previously issued to finance and refinance the cost of improvements to the System; and 10.32377.02 ® Ord , 4381 WHEREAS, pursuant to the provisions of Ordinance No. 4276 of the City, adopted and approved on October 17, 2000, the City has previously issued its Water and Sewer System Subordinate Revenue Bonds, Series 2000 (the "Series 2000 Bonds"), in the original principal amount of $ 10,000,000, for the purpose of financing the cost of improvements to the System; and WHEREAS, in accordance with the provisions of the Act, the City has determined to issue its Water and Sewer System Refunding Revenue Bonds, Series 2002A and Series 2002B (collectively, the "Series 2002 Bonds"), in the aggregate principal amount of not to exceed $ 10,250,000 for the purpose of refunding all of the outstanding Series 1994 Bonds and Series 2000 Bonds, establishing a debt service reserve for the Series 2002 Bonds, and paying printing, underwriting, legal and other expenses incidental to the issuance of the Series 2002 Bonds; and WHEREAS, the City has determined to issue and secure the Series 2002 . Bonds on a subordinate basis to its outstanding Series 1999 Bonds pursuant to a Trust Indenture to be dated as of May 1 , 2002 (the "Trust Indenture"), by and between the City and the Bank of Oklahoma, N.A., Tulsa, Oklahoma, as trustee (the "Trustee"), a form of which Trust Indenture has been presented to and is before this meeting; and WHEREAS, the City proposes to enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") in substantially the form presented to and before this meeting, with Stephens Inc., Little Rock, Arkansas (the "Underwriter"), providing for the sale of the Series 2002 Bonds. NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas that: Section 1 . The City Council hereby finds and declares that the advance refunding of the Series 1994 Bonds and the current refunding of the Series 2000 Bonds is in the best interests of the City and the customers of the System due to (i) the reduction of the interest expense on the Series 1994 Bonds, (ii) the securing of low interest rate long-term financing on the indebtedness represented by the Series 2000 Bonds, and (iii) the revision of rate covenants with respect to System services following such refundings. Section 2. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 65 to the Constitution of Arkansas and the Act, there is hereby authorized the issuance of bonds of the City to be designated as "Water and Sewer System Refunding Revenue Bonds, Series 2002A and Series 2002B" (collectively, the "Series 2002 Bonds"). The Series 2002A Bonds shall be issued in the original aggregate principal amount of not to exceed Two Million Seven Hundred Eighty-Five Thousand Dollars ($2,785,000), shall mature not later than December 31 , 2008, and shall bear interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2002A Bonds shall not exceed 4.25% per annum. The proceeds of the Series 2002A Bonds will be utilized, along with other available moneys, to advance refund the outstanding Series 1994 Bonds. The Series 2002B Bonds shall be issued in the original aggregate principal amount of not to exceed Seven Million Four Hundred Sixty-Five Thousand Dollars ($7,465,000), shall mature not later than December 31 , 2017, and shall bear interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2002B Bonds shall not exceed 5 .50% per annum. 10.32377.02 2 ® 0 Ord , 4381 The proceeds of the Series 2002B Bonds will be utilized, along with other available moneys, to current refund the outstanding Series 2000 Bonds. The Series 2002 Bonds shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be subject to redemption prior to maturity, and shall contain such other terms, covenants and conditions, all as set forth in the Trust Indenture. The Series 2002 Bonds shall be issued and secured by net revenues of the System on a subordinate basis to the pledge of net revenues securing the outstanding Series 1999 Bonds. Section 3. To prescribe the terms and conditions upon which the Series 2002 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge the Trust Indenture dated as of May 1 , 2002 (the "Trust Indenture"), by and between the City and the Bank of Oklahoma, N.A., Tulsa, Oklahoma, as trustee (the "Trustee"), and the City Clerk is hereby authorized and directed to execute and acknowledge the Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of System net revenues to the Series 2002 Bonds and the terms of the Series 2002 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Kutak Rock LLP, Little Rock, Arkansas ("Bond Counsel") in order to complete the Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4. There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2002 Bonds. The Preliminary Official Statement is hereby "deemed final" by the City within the meaning of U.S. Securities and Exchange Commission Rule 15c2- 12. The distribution of the Preliminary Official Statement is hereby approved and ratified. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the "Official Statement," and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, the Mayor's execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) 10-32377.02 3 0 0 Ord , 4381 Section 5. In order to prescribe the terms and conditions upon which the Series 2002 Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Agreement on behalf of the City, to be dated as of the date of its execution (the "Bond Purchase Agreement"), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6. In order to provide for the redemption of the Series 1994 Bonds and the Series 2000 Bonds, the Mayor is hereby authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its execution (the "Escrow Agreement"), by and between the City and Bank of Oklahome, N.A., as escrow trustee (the "Escrow Trustee"), and the Mayor is hereby authorized and directed to cause the Escrow Agreement to be executed by the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter, Escrow Trustee and. Bond Counsel in order to complete the Escrow Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Escrow Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Escrow Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7. In order to provide for continuing disclosure of certain financial and operating information with respect to the City and the System in compliance with the provisions of Rule 15c2- 12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the "Continuing Disclosure Agreement'), by and between the City and the Trustee, and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Trustee. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) 10-32377.02 4 0 Ord , 4381 Section 8. 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 Series 2002 Bonds and to effect the execution and delivery of the Trust Indenture, the Bond Purchase Agreement, the Official Statement, the Escrow Agreement, the Continuing Disclosure Agreement and a Tax Regulatory Agreement relating to the tax exemption of interest on the Series 2002 Bonds, 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 9. 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 Series 2002 Bonds. Section 10. 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 11 . All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. PASSED and APPROVED this the 19`s day of March, 2002. APPROVED: By. DAN COODY, Mayor f ; = L rte', r ' ather Woodruff, City Clert 10-32377.02 5 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $10,250,000 OF WATER AND SEWER SYSTEM REFUNDING REVENUE BONDS, SERIES 2002, BY THE CITY OF FAYETTEVILLE, ARKANSAS FOR THE PURPOSE OF REFUNDING THE CITY'S OUTSTANDING WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 1994, AND THE CITY'S OUTSTANDING WATER AND SEWER SYSTEM SUBORDINATE REVENUE BONDS, SERIES 2000; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2002 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2002 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2002 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT; PRESCRIBING OTHER MATTERS RELATING THERETO WHEREAS, the City of Fayetteville, Arkansas (the "City"), a city of the first class, presently owns a public water and sewer utility system (the "System") serving the residents of the City and its environs; 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 ( 1998 Repl. & 2001 Supp.) 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 "Act"), 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 to refund any bonds issued under the Act or any bonds issued under other applicable legislation payable from and secured by a pledge of revenues derived from the System; and WHEREAS, pursuant to the provisions of Ordinance No. 3829 of the City, adopted and approved on September 20, 1994, the City has previously issued its Water and Sewer System Revenue Bonds, Series 1994 (the "Series 1994 Bonds"), in the original principal amount of $5,500,000, for the purpose of financing the cost of improvements to the System; and WHEREAS, pursuant to the provisions of Ordinance No. 4159 of the City, adopted and approved on April 20, 1999, the City has previously issued its Water and Sewer System Refunding Revenue Bonds, Series 1999 (the "Series 1999 Bonds"), in the original principal amount of $8,365,000, for the purpose of refunding outstanding bonds of the City previously issued to finance and refinance the cost of improvements to the System; and 10-32377.02