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HomeMy WebLinkAboutOrdinance 5235 ORDINANCE NO, 5235 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $8,500,000 OF WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2009, BY THE CITY OF FAYETTEVILLE, ARKANSAS FOR THE PURPOSE OF FINANCING IMPROVEMENTS TO THE CITY' S WATER AND SEWER SYSTEM; AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2009 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2009 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2009 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; 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 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. & 2005 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 "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, pursuant to the provisions of Ordinance No. 4381 of the City, adopted and approved on March 19, 2002, the City has previously issued its Water and Sewer System Refunding Revenue Bonds, Series 2002A and Series 2002B (collectively, the "Series 2002 Bonds"), in the original principal amount of $9,270,000, for the purpose of refunding outstanding bonds of the City previously issued to finance and refinance the cost of improvements to the System; and WHEREAS, pursuant to the provisions of Ordinance No. 4554 of the City, adopted and approved on April 6, 2004, the City has previously issued its Water and Sewer System Refunding Revenue Bonds, Series 2004 (the "Series 2004 Bonds"), in the original principal amount of $6,090,000, for the purpose of refunding outstanding bonds of the City previously issued to finance and refinance the cost of improvements to the System; and WHEREAS, in accordance with the provisions of the Authorizing Legislation, the City has determined to issue its Water and Sewer System Revenue Bonds, Series 2009 (the "Series 2009 Bonds"), in the aggregate principal amount of not to exceed $8,500,000 for the purpose of (i) financing and reimbursing the costs of various improvements to the System, including, but not limited to, the relocation, installation and upgrading of certain water distribution and sewer collection lines and other related System components in conjunction with road construction projects within the City (the "Project'), (ii) establishing a debt service reserve for the Series 2009 Bonds, (iii) paying the premium for bond insurance, if deemed economically beneficial, and (iv) paying printing, underwriting, legal and other expenses incidental to the issuance of the Series 2009 Bonds; and WHEREAS, an open public hearing on the question of the issuance of the Series 2009 Bonds has been held before the City Council of the City on April 21 , 2009, following publication of notice thereof in the Northwest Arkansas Times on March 27, 2009; and WHEREAS, the City has determined to issue and secure the Series 2009 Bonds on a parity basis with its outstanding Series 2002 Bonds and Series 2004 Bonds pursuant to that certain Trust Indenture dated as of May 1 , 2002, as amended and supplemented by that First Supplemental Trust Indenture dated as of May 1 , 2004 (as amended and supplemented, the "Original Indenture"), by and between the City and the Bank of Oklahoma, N.A., Tulsa, Oklahoma, as trustee (the "Trustee"), as such Original Indenture may be amended and supplemented pursuant to a Second Supplemental Trust Indenture (the "Second Supplemental Indenture"), by and between the City and the Trustee, a form of which Second Supplemental 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., Fayetteville, Arkansas (the "Underwriter"), providing for the sale of the Series 2009 Bonds. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1 : Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 65 to the Constitution of Arkansas and the Authorizing Legislation, there is hereby authorized the issuance of bonds of the City to be designated as "Water and Sewer System Revenue Bonds, Series 2009" (the "Series 2009 Bonds"). The Series 2009 Bonds shall be issued in the original aggregate principal amount of not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000), shall mature not later than December 31 , 2021 , and shall bear interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2009 Bonds as a whole shall not exceed 4.75% per annum. The proceeds of the Series 2009 Bonds will be utilized, along with other available moneys, to finance the costs of the Project, to establish a debt service reserve for the Series 2009 Bonds, to pay the premium for 0 0 bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2009 Bonds. The Series 2009 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 Original Indenture, as amended and supplemented by the Second Supplemental Indenture. The Series 2009 Bonds shall be issued and secured by net revenues of the System on a parity basis with the pledge of net revenues securing the outstanding Series 2002 Bonds and Series 2004 Bonds. The Mayor is hereby authorized and directed to execute and deliver the Series 2009 Bonds in substantially the form thereof contained in the Second Supplemental Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2009 Bonds and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Series 2009 Bonds to be accepted and authenticated by the Trustee. 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 Series 2009 Bonds in substantially the form contained in the Second Supplemental Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2009 Bonds, their execution to constitute conclusive evidence of such approval. Section 2 : To prescribe the terms and conditions upon which the Series 2009 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge the Second Supplemental Trust Indenture (the "Second Supplemental Indenture"), by and between the City and the Trustee, and the City Clerk is hereby authorized and directed to execute and acknowledge the Second Supplemental 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 Second Supplemental Indenture to be accepted, executed and acknowledged by the Trustee. The Second Supplemental 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 2009 Bonds and the terms of the Series 2009 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Second Supplemental Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Second Supplemental Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Second Supplemental 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 3 : 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 2009 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. 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 3 0 0 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.) Section 4: In order to prescribe the terms and conditions upon which the Series 2009 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 5 : 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.) Section 6: In order to secure lower interest rates on the Series 2009 Bonds, the Underwriter has proposed that the City consider the purchase of a policy of bond insurance with a portion of the proceeds of the Series 2009 Bonds, which policy would guarantee the payment of the principal of and interest on the Series 2009 Bonds when due. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute an insurance commitment and to do any and all things necessary to accomplish the delivery of a bond insurance policy with respect to the Series 2009 Bonds. 4 0 0 Section 7: The rates for System Water Services enacted pursuant to Ordinance No. 5123, adopted and approved on April 1 , 2008, and the rates for System Sewer Services enacted pursuant to Ordinance No. 5129, adopted and approved on April 15, 2008, are hereby ratified and confirmed. 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 2009 Bonds and to effect the execution and delivery of the Second Supplemental Indenture, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Regulatory Agreement relating to the tax exemption of interest on the Series 2009 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: The Series 2009 Bonds are hereby designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The City hereby represents and covenants that the aggregate principal amount of its tax-exempt obligations (excluding "private activity bonds" within the meaning of Section 141 of the Code), including those of its subordinate entities, issued in calendar year 2009 will not exceed $30,000,000. Section 10: 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 2009 Bonds. Section 11 : 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 12: All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. %PASSED and APPROVED this 21 " day of April, 2009. ;� G�••G�'c ; FAY ETTEy1LLE ; tE: APPROVED: ATTEST: �,9ewe sy�kAN5P5J�A, .41,300 00 a By: By: aid= �lYu Liu LIONELD JO Mayor SONDRA E. SMITH, City Clerk/treasurer 5 RECEIVED APR, 3 0 2009 L�2'ICi1Y1S1S Democrat 1C A ette APR, RKS OFFICE Northwest Arkansas Times Benton County Daily Record P. O. BOX 1607 FAYETTEVILLE, AR 72702 PHONE : 479-571 -6421 AFFIDAVIT OF PUBLICATION I , Cathy Wiles, do solemnly swear that I am Legal Clerk of the Arkansas Democrat Gazette newspaper. Printed and published in Benton County Arkansas, (Lowell) and that from my own personal knowledge and reference to the files of said publication , the advertisement of: City of Fayetteville - Ordinance #5235 April 27, 2009 Publication Charge : $371 .22 Signed: __ aa - ---- ------- Subscribed and sworn to before me This1,?day of , G 2009. Notary Public My Commission Expires: Do not pay from Affidavit, an invoice will be sent MM.'FG� �Cj puBL�G RECEIVED APR, 3 0 2009 ORDINANCE NO. 5277 CITY OF FAYETTEVILLE AN ORDINANCE AUTHORIZING THE ISSUANCETaye Cul CITY CLERK'S OFFICE AND SALE OF NOT TO EXCEED $8,500,000 SWATER AND SEWER SYSTEM REVENUE BONDS SERIES 2009, BY THE CITY OF FAYETTEVILLE, ARKANSAS FOR THE PURPOSE OF FINANCING ARKANSAS IMPROVEMENTS TO THE CITY'S WATER AND SEWER SYSTEM: AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2009 BONDS WILL BE ISSUED AND SECURED: AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2009 BONDS WILL BE OFFERED: AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREE- MENT PROVIDING FOR THE SALE OF THE SERIES 2009 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT. AND PRESCRIBING OTHER MAT- TERS RELATING THERETO. WHEREAS, the City of Fayetteville, Arkansas (the -Cry'). 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 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 Rept. A 2005 Supp.) Sections 14-164-401 at seq., Sections 14-234.201 at seq. and Sections 14-235-201 in seq. (collmarvely, and as from lime 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, maintain- ing, operating and minoring the System; end WHEREAS, pursuant to the provisions of Ordinance No. 4381 of the City, adopted and approved an March 19, 2002, the City has previously issued its Water and Sewer System Refunding Revenue Bonds, Series 2002A and Series 2002B (collectively, the 'Series 2002 Bonds'), in the original prin. cipal amount of $9,270,000, for the purpose of refunding ounnanding bends bl the City previously issued to finance and refinance the cost of improvements,to the System; and WHEREAS, pursuant to the provisions of Ordinance NO. 4554 of the City, adopted and approved on April 6, 2004, the City has previously issued its Water and Sewer System Refunding Revenue Bonds, Series 2004 (the *Series 2004 Bontli in arm original principal amount of $6,090,000, for the purpose of refunding outstanding bonds of the City previously Issued. to finance and refinance the coat of improvements to the System: and WHEREAS, to accordance wiN.ttie provisions of the Authorizing'Legislation, the City has deter. mined to issue its Water and;Sewer System Revenue Bonds, Serie§,2009 (the 'Series 2009 Boni in the aggregate principal amount of rot to exceed $8500,000 for the purpose of (i)financing and reimbursing the costs of various Improvements to the System, including, but not limited to. the relo- cation, installation and upgrading of carbon water distribution and sewer collection lines and other related System components in Conjunction with road consuuclion projects wlmin the City (the 'Project'), (ii) establishing a debt service reserve for the Series 2009 Bonds, (tit) paying the premk um for bond insurance, if deemed eamorrccallyrbeneftcial, and (Iv) paying printing, underwriting, legal and Omer expenses incidental to the issuance of me Series 2009 Bands; and WHEREAS, an open public hearing on the question of the issuance of tfie Series 2009 Bonds has been held before the City Council of the City on April 21, 2009, following publication of notice there- of in the Northwest Arkansas Times on March 27, 2009; and , WHEREAS, the City has'determioed to issue and secure the Series 2009 Bonds on a parity basis with its outstanding Series 2002 Bonds and Series 2004 xBOnd9 pursuant to that certain Trust Indenture dated as of May 1, 2002, as amended and supplemented by that First Supplemental Trust Indenture dated as Of May 1, 2004 (as amended and supplemented, the 'Original IPdenture'), by and,between the City and the Bank of Oklahoma, N.A., Tulsa, Oklehorge, as trustee (the "Trustee"), as such Original Indenture may be amended and,supplemented pursuant to a Second Supplemental Trust Indenture (the 'Second Supplemental Indenture'), by and between the Ciy,and the Trustee, a form of which Second Supplemental Indenture+has been presented to and is before this meefnq; and WHEREAS, me City proposes to enter into e' Bond Purchase Agreement (the 'Bond Purchase Agreement-) in substantially the form presented to and before this meeting, with Stephens Inc., Fayetteville, Arkansas (the 'Undanx ilei). prodding for the sale of the.Series 2009 Bonds. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARNANSASh Section 1: Under the authority of the Constitution end laws of the State of Arkansas, including par- ticularly Amendment 65 to the Constitution of Arkansas and the Authorizing Legislation, there is here- by authorized the issuance of bonds of the City to be designated as *Water and Sewer System Revenue Bonds, Series 2009' (the 'Sedes 2009 Bonds"). The Series 2009 Bonds shall be issued in the Original aggregate principal amount of not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,090), shall mature her later than December 31, 2021, and shall bear interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2009 Bonds as a whole shell not exceed 4.75% per annum. The proceeds of the Series 2009.Bonds will be uWlzed, along win Other available moneys, to finance the costs of me Project, to establish a debt service reserve for me Series 2009 Baas, to pay the premium to bond insurance,if tleemetl economical- ly beneficial, and to pay printing, underwriting, legal and other expenses Incidental to the issuance of the Series 2009 Bonds. The Serles.2009 Bonds shell 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 Original Indenture, as amended and supplemented by the Second Supplemental Indenture. The Series 2099 Bonds shell be issued and secured by net revenues of the System on a parity basis with the pledge of net revenues securing the outstanding Series 2002 Bonds and Series 2004 Bonds. The Mayor is hereby authorized and directed to execute and deliver the Series 2009 Bonds in sub. stantially the form thereof contained in the Second Supplemental Indenture submitted to this meet- ing, aa1 the City Clerk is hereby authorized and directed to execute and deliver the Sense 2009 Bonds and to affix the seal Of me City thereto, and me Mayor and City Clerk are hereby authorized and directed to cause the Series 2099 Bonds to be accepted and authenticated by the Trustee. The Mayor is hereby authorized to Center with the.Trustee, the Underwriter, and Kulak Rock LIP, Little Rock, Arkansas ('Bond Counsel'), in coder to complete ma Series 2009 Bonds in substanualy, the toren contained in me Second Supplemental Indenture submitted to this meeting, win such changes as shall be approved by such persons executing the Series 2009 Bontls, their execution to conse. Wife conclusive evidence of such approval. Section 2; To prescribe the terms and conditions upon which the Series 2009 Bonds are to be exe- cuted, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge the Second Supplemental Trust Indenture (the 'Second Supplemental Indenture' ), by and between the City and the Trustee, and the City Clerk is hereby authorized and directed to execute and acknowledge the Second Supplemental Indenture and to off Ix the Beal of the City thereto, and the Mayor and the City Clerk are hereby authorized and direct. ad to cause the Second Supplemental Indenture to be accepted. executed and acknowledged by 'the Trustee. The Second Supplemental Indenture is hereby approved In substantially me form sub mHed to this meeting, including, without Imitation.the,provisions thereof pertaining to the pledge of System net revenues to the Series 2009 Bonds and me terms of the Series 2009 Bonds. The Mayor is hereby authorized m confer win the Trustee, the Underwriter and Bond Counsel in Order to can .plate me Second Supplemental Indenture in substamialy the form subrtYvetl to this meeting, with such Changes as shall be approved by such persons executing me Second Supplemental Indenture, Meir execution to constitute conclusive evidence of such approval. (Advice is given mal a copy of the Second Supplemental Indenture in substantially the form eullgr- ized to be executed is on file with the City Clerk and is available for inspection by any interested per. aon.) - — RECEIVED APR, 3 0 2009 CITY OF FAYETTEVILLE CITY Cl OFFICE Section 3', There Is hereby authorized and approved a Preliminary Official Statement of tfe City, including the cover page and appendices attached thereto, relating to the Series 2009 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. 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 an 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 authorizetl to con- fer with the Trustee, the Underwriter and Bond Counsefin droll to complete Ne-Official Statemen4in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, tfie Meyer§ exebution to constitute conc10sive evi- dence 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.) Section 4: In order to prescribe the terms and conditions upon which the Series 2OD9 Bonds are to be sdtl to the Underwriter, the Mayor is hereby authorizetl and directeG'to execute e.Bond Purchase Agreement on behalf Of the City, to be dated as of the date of its execution (the 'Bend Purchase Agreemei by and between the City and the Underwriter, and the Bond Purchase Agreement Is hereby approved In substantially the form submitted to this meeting, end the Mayor is hereby author- izetl to confer with the Underwriter and Bond Counsel in order to' complete the Bone Purchase Agreement in substantially the form submitted to this meting! 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 5: In ortler to provide for continuing disclosure of certain financial and operating information Nth respect to the City and the.Syslem in compliance with the provisions of Rule 15c2 12 of the U. S. Securities and Exchange C`ammission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as a the date of its execution (the 'Continuing Disclosure Agreemem'), by and between the City and the Trustee, and the Mayor is hereby author. ized 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 submitletl 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 submit- ted to this meeting, with such changes as shell 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 to substantially the form author- ized to be executed Is an file with the City Clerk and is available fa inspection by any Interested per- son.) Section 6: In order to secure lower interest rates on the Series 2009 Bonds, the Underwriter has pro- posed that the City consider the purchase of a policy of bond insurance with a portion of the pro- coeds of the Series 2009 Bonds, whichydicy Would guarantee the payment of the principal of and interest an the Series 2009 Bonds whieni If deemed econmrically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby.euthorized to execute an insurance can minnent and to do any and all things necessary to accomplish the delivery of a bond insurance pol. icy with respect to the Series 2009 Bonds. ' Section 7: The rates for System Water Services enacted pursuant to Ordinance No. 5123, adopted and approved an April 1, 21108, and the rates-for System Sewer Services enacted pursuant to Ordinance No. 5129, adopted and approved on April 15, 2008, are hereby ratified and confirmed. Section B' The Mayou and City Clerk, far and on behalf of the City, are hereby authorized and direct- ad to do any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2009 Bods and to effect the execution and delivery of the Second Supplemental Indenture, Ne Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Regulatory Agreement relating to the tax exemption of interest on the Series 2009 Bonds, and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk we 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 Ne exercise thereof. Section 9. The Series 2009 Bonds are hereby designated as -qualified tax-exempt obligations- With- in the meaning of Section 265(bN3)of the Internal Revenue Code of 1966, as amended (Me 'Codl The City hereby represents and covenants that the aggregate principal amount of its laxaxempt obligations (excluding 'private activity bonds' Within the meaning of Section 141 of the Code), including those of its subordinate entities, issued in calendar year 2009 will rot exceed 530,000,000. Section 10: Kulak Rack U.P. Unle Rak, Arkansas, is hereby appointed act as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2009 Bonds. Section 11: The provisions of this Ordinance are hereby declared lobe severable, and it any am- lion, phrase Or provision shell for any reason be declared to be illegal or invalid, such declaration shall not effect the validity of the remainder of the sections, phrases Or provisions of this Ordinance. Section 12: All ordinances, resolutions and pens thereof in conflict herewith are hereby repealed to the extent Of such conflict. PASSED and APPROVED Mis 21st day of April, 2009. 1, APPROVED: ATTEST: By: +1 U t IIONELD JORDAN, Mayor SOND114 E. SMITH, Olry GorklMeturor • City of Fayetteville Staff Review For /� 07 City Council Agenda Items 5 2 and 5 Contracts, Leases or Agreements I• tl5 kVLAW& �{ • �. 1 — �00� iA .8s �fXILS City Council Meeting Date h ➢,D� Agenda Items Only ALU Paul Becker Finance and Internal Services Submitted By Division Department Action Required: Approval of bond ordinance authorizing the issuance of Water and Sewer Revenue Bonds, Series 2009, in an amount not to exceed $8,500,000. Cost of this request Category / Project Budget Program Category / Project Name Account Number Funds Used to Date Program / Project Category Name Project Number Remaining Balance Fund Name Budgeted Item Budget Adjustment Attached ` OLA , Q 0. , 4 - 7 •x,004 Previous Ordinance or Resolution # Department Director Date Original Contract Date: Original Contract Number: City Attorney Date u1 - -2cb4 ERe Fi nce and Internal Services Director Date Received in City Clerk's Office C./ r7-ID? y o Ur' IAA f of to Date Received in Q Mayor's Office U ayor ate Comments: Revised January 15, 2009 Faye evi le ARKANSAS THE CITY OF FAYETTEV/LLE, ARKANSAS DEPARTMENTAL CORRESPONDENCE To: Mayor Lioneld Jordan and Fayetteville City Council From: Paul Becker, Finance Director Date: April 7, 2009 Subject: Bond Ordinance-Approval of Bond Ordinance Authorizing the Issuance of Water and Sewer Revenue Bonds, Series 2009, in an amount not to exceed $89500,000. Recommendation Staff recommends approval of the ordinance to move forward with the bond issue to fund water and sewer projects as described below. Discussion & Budget Approval of the ordinance will authorize the Mayor to execute necessary documents to issue bonds to be repaid by water and sewer receipts. The maximum authorized in the ordinance will be $8,500,000. The project will consist of various water and sewer system improvements, including but not limited to the relocation, installation and upgrading of certain water distribution and collection system lines and other related components in conjunction with road construction projects within the City including specifically the widening of State Highway 265 . The cost of this project is presently expected to be approximately $7,500,000. ORDINANCE NO. AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $8,500,000 OF WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2009, BY THE CITY OF FAYETTEVILLE, ARKANSAS FOR THE PURPOSE OF FINANCING IMPROVEMENTS TO THE CITY' S WATER AND SEWER SYSTEM; AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2009 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2009 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2009 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; 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 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. & 2005 Supp.) Sections 14- 164-401 et seq. , Sections 14-234-201 et seg. 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, pursuant to the provisions of Ordinance No. 4381 of the City, adopted and approved on March 19, 2002, the City has previously issued its Water and Sewer System Refunding Revenue Bonds, Series 2002A and Series 2002B (collectively, the "Series 2002 Bonds"), in the original principal amount of $9,270,000, for the purpose of refunding outstanding bonds of the City previously issued to finance and refinance the cost of improvements to the System; and 0 0 WHEREAS, pursuant to the provisions of Ordinance No. 4554 of the City, adopted and approved on April 6, 2004, the City has previously issued its Water and Sewer System Refunding Revenue Bonds, Series 2004 (the "Series 2004 Bonds"), in the original principal amount of $6,090,000, for the purpose of refunding outstanding bonds of the City previously issued to finance and refinance the cost of improvements to the System; and WHEREAS, in accordance with the provisions of the Authorizing Legislation, the City has determined to issue its Water and Sewer System Revenue Bonds, Series 2009 (the "Series 2009 Bonds"), in the aggregate principal amount of not to exceed $8,500,000 for the purpose of (i) financing and reimbursing the costs of various improvements to the System, including, but not limited to, the relocation, installation and upgrading of certain water distribution and sewer collection lines and other related System components in conjunction with road construction projects within the City (the "Project"), (ii) establishing a debt service reserve for the Series 2009 Bonds, (iii) paying the premium for bond insurance, if deemed economically beneficial, and (iv) paying printing, underwriting, legal and other expenses incidental to the issuance of the Series 2009 Bonds; and WHEREAS, an open public hearing on the question of the issuance of the Series 2009 Bonds has been held before the City Council of the City on April 21 , 2009, following publication of notice thereof in the Northwest Arkansas Times on March 27, 2009; and WHEREAS, the City has determined to issue and secure the Series 2009 Bonds on a parity basis with its outstanding Series 2002 Bonds and Series 2004 Bonds pursuant to that certain Trust Indenture dated as of May 1 , 2002, as amended and supplemented by that First Supplemental Trust Indenture dated as of May 1 , 2004 (as amended and supplemented, the "Original Indenture"), by and between the City and the Bank of Oklahoma, N.A., Tulsa, Oklahoma, as trustee (the "Trustee"), as such Original Indenture may be amended and supplemented pursuant to a Second Supplemental Trust Indenture (the "Second Supplemental Indenture"), by and between the City and the Trustee, a form of which Second Supplemental 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., Fayetteville, Arkansas (the "Underwriter"), providing for the sale of the Series 2009 Bonds. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1 : Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 65 to the Constitution of Arkansas and the Authorizing Legislation, there is hereby authorized the issuance of bonds of the City to be designated as "Water and Sewer System Revenue Bonds, Series 2009" (the "Series 2009 Bonds"). The Series 2009 Bonds shall be issued in the original aggregate principal amount of not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000), shall mature not later than December 31 , 2021 , and shall bear interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2009 Bonds as a whole shall not exceed 4.75% per annum. The proceeds of the Series 2009 Bonds will be utilized, along with other available moneys, to finance the costs of the Project, to establish a debt service reserve for the Series 2009 Bonds, to pay the premium for