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ORDINANCE NO. 19,007
AN ORDINANCE AUTHORIZING THE REHABILITATION OF
THE SEWER COLLECTION FACILITIES OF THE CITY OF
LITTLE ROCK, ARKANSAS; AUTHORIZING THE
ISSUANCE OF A SEWER REVENUE BOND, SERIES 2004B
FOR THE PURPOSE OF FINANCING THE COST THEREOF;
PROVIDING FOR THE PAYMENT OF THE PRINCIPAL AND
INTEREST ON THE BOND; PRESCRIBING OTHER
MATTERS RELATING THERETO; AND DECLARING AN
EMERGENCY.
WHEREAS, the City of Little Rock, Arkansas (the "City ")
owns a sewer system (the "System ") , which is operated by the Sewer
Committee of the City (the "Committee "); and
WHEREAS, the Committee has determined that the
collection portion of the System needs rehabilitation (the
"Improvements ") in order to make the services of the System
adequate for the needs of the City; and
WHEREAS, the Committee has caused to be prepared by
professional engineers on the staff of the Little Rock Wastewater
Utility, a report with general plans and estimates of cost for the
Improvements that have been examined and approved by the Committee
and a copy of which report is on file in the office of the City
Clerk and the Manager of the System where they may be inspected by
any interested person; and
WHEREAS, the City does not have available funds to pay
the estimated costs of $14,000,000 for the Improvements, including
bond issuance costs, contingencies and interest during
construction, but can obtain the same by the issuance of a sewer
revenue bond; and
WHEREAS, the City is making arrangements for the sale of
a $14,000,000 principal amount bond to the Arkansas Development
Finance Authority, as purchaser (the "Bondholder "), at a price of
par for a bond bearing interest at the rate of 2.25°% per annum
pursuant to a Bond Purchase Agreement (the "Agreement ") among the
City, the Bondholder and the Arkansas Soil and Water Conservation
Commission (the "Commission "), which has been presented to and is
before this meeting; and
WHEREAS, the City is authorized under Amendment No. 65 to
the Arkansas Constitution and Title 14, Chapter 235, Subchapter 2
of the Arkansas Code of 1987 Annotated (the "Authorizing
Legislation "), to issue and sell the bond; and
WHEREAS, the City has outstanding (a) a Sewer Revenue
Bond, Series 1990 (the 111990 Bond ") authorized by Ordinance No.
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15,966, adopted November 20, 1990 (the 111990 Ordinance "), (b) a
Sewer Revenue Bond, Series 1991 (the 111991 Bond "), authorized by
Ordinance No. 16,030, adopted April 2, 1991 (the "1991 Ordinance ") ,
(c) a Sewer Revenue Bond, Series 1996 (the 111996 Bond ") authorized
by Ordinance No. 17,097, adopted January 16, 1996 (the 111996
ordinance ") , (d) a Sewer Revenue Bond, Series 1999 (the 111999
Bond"), authorized by Ordinance No. 18,067, adopted July 20, 1999
(the 111999 ordinance ") and (e) an issue of Sewer Refunding and
Construction Revenue Bonds, Series 2001 (the 112001 Bonds "),
authorized by Ordinance No. 18,557, adopted September 4, 2001 (the
"2001 Ordinance "); and
WHEREAS, the City authorized, but not yet issued, a Sewer
Revenue Bond, Series 2004A (the 112004A Bond ") authorized by
Ordinance No. 19,006, adopted December 16, 2003 (the 112004A
Ordinance "); and
WHEREAS, the Bondholder proposes to pledge the bond as
collateral for the payment of a series of its wastewater system
revolving loan fund revenue bonds (the "ADFA Bonds ") pursuant to
its general bond resolution, as amended or supplemented from time
to time, to the bank or trust company to be named as trustee
thereunder (the "ADFA Trustee "); and
WHEREAS, the City is required to pay to the Arkansas
Development Finance Authority, as servicer (the "Authority "), a
financing fee equal to 1% per annum of the outstanding principal
amount of the bond (the "Financing Fee");
NOW, THEREFORE, BE IT ORDAINED by the Board of Directors
of the City of Little Rock, Arkansas:
Section 1. The Improvements shall be accomplished. The
accomplishment of the Improvements shall be under the control and
supervision of, and all details in connection therewith shall be
handled by, the Committee, and the Committee shall make all
contracts and agreements necessary or incidental to the performance
of its duties and the execution of its powers. The Committee shall
let all construction 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
Committee, will fully insure the completion of the Improvements in
accordance with the plans and specifications therefor.
Section 2. The sale to the Bondholder of up to
$14,000,000 in principal amount of a bond from the City at a price
of par for a bond bearing interest at the rate of 2.25% per annum
and otherwise 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 Agreement on
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behalf of the City and to take all action required on the part of
the City to fulfill its obligations under the Agreement. The
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 Board of Directors hereby finds and
declares that the period of usefulness of the Improvements will be
more than 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 (the "State ") , including particularly
the Authorizing Legislation, City of Little Rock, Arkansas Sewer
Revenue Bond, Series 2004B (the "bond ") is hereby authorized and
ordered issued in the principal amount of $14,000,000, the proceeds
of the sale of which are necessary to provide sufficient funds for
accomplishing the Improvements, paying expenses incidental thereto
and expenses of issuing the bond, and funding interest during
construction.
The bond shall bear interest at the rate of 2.25% per
annum based upon a 360 -day year of twelve consecutive 30 -day
months. The bond shall be dated the date of delivery to the
Bondholder. Interest shall be payable on October 15, 2004 and on
each April 15 and October 15 thereafter. Principal shall be
payable in installments on April 15, 2008 and each October 15 and
April 15 thereafter until the unpaid principal is paid in full as
follows:
Date
Amount
Date
Amount
04/15/08
$251,226
04/15/18
$346,798
10/15/08
255,308
10/15/18
352,433
04/15/09
259,458
04/15/19
358,160
10/15/09
263,673
10/15/19
363,980
04/15/10
267,958
04/15/20
369,894
10/15/10
272,312
10/15/20
375,906
04/15/11
276,738
04/15/21
382,013
10 /15 /11
281,234
10/15/21
388,221
04/15/12
285,805
04/15/22
394,531
10/15/12
290,449
10/15/22
400,941
04/15/13
295,169
04/15/23
407,457
10/15/13
299,965
10/15/23
414,078
04/15/14
304,839
04/15/24
420,807
10/15/14
309,794
10/15/24
427,645
04/15/15
314,828
04/15/25
434,594
10/15/15
319,944
10/15/25
441,656
04/15/16
325,142
04/15/26
448,833
10/15/16
330,426
10/15/26
456,126
04/15/17
335,795
04/15/27
463,539
10/15/17
341,252
10/15/27
471,073
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The bond will be 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 R -1.
Payment of principal and interest 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 shall keep a payment record and make proper notations
thereon of all payments of principal and interest.
Payment of principal and interest 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 and interest on
the bond have been fully paid, it shall be canceled and delivered
to the City Clerk.
Section S. The bond shall be executed on behalf of the
City by the Mayor and City Clerk and shall have impressed thereon
the seal of the City. The bond is not a general obligation of the
City but is a special obligation, the principal of and interest on
which, and Financing Fee in connection therewith, are secured by a
pledge of and are payable from revenues derived from the System
( "Revenues ") . The pledge of Revenues is subordinate to the pledge
in favor of the 1990 Bond, the 1991 Bond, the 1996 Bond, the 1999
Bond, the 2001 Bonds and the 2004A Bond (collectively, the "Prior
Bonds "). The bond and interest thereon shall not constitute an
indebtedness of the City within any constitutional or statutory
limitation.
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:
(form of bond)
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF PULASKI
CITY OF LITTLE ROCK
2.25% SEWER REVENUE BOND, SERIES 2004B
No. R -1 $14,000,000
KNOW ALL MEN BY THESE PRESENTS:
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That the City of Little Rock, Pulaski County, Arkansas
(the "City ") , for value received, hereby acknowledges itself to owe
and promises to pay to the Arkansas Development Finance Authority,
or registered assigns, solely from the special fund provided as
hereinafter set forth, the principal sum of
FOURTEEN MILLION DOLLARS
(or the total principal amount outstanding as reflected
by the Record of Payment of Advances attached hereto)
with interest on the unpaid balance of the total principal amount
at the rate of 2.25% per annum from the date of each advance. The
principal and interest shall be payable in such coin or currency of
the United States of America as at the time of payment shall be
legal tender for the payment of debts due the United States of
America.
Interest on the unpaid balance of the total principal
amount shall be payable on October 15, 2004 and on each April 15
and October 15 thereafter. Principal shall be payable in
installments on April 15, 2008 and on each October 15 and April 15
thereafter until the unpaid principal is paid as follows:
Date
Amount
(There will be inserted the schedule set forth
in Section 4 of this Ordinance.)
Payments of the principal and interest installments due
hereon shall be made, except for final payment, without
presentation and surrender of this bond, directly to the registered
owner at his address shown on the bond registration book of the
City maintained by the City Clerk as Bond Registrar, and such
payments shall fully discharge the obligation of the City to the
extent of the payments so made.
This bond is issued for the purpose of providing
financing of the costs of the rehabilitation of the collection
portion of the sewer system of the City (the "System "), interest
during construction, and costs of authorizing and issuing this
bond, and is issued pursuant to and in full compliance with the
Constitution and laws of the State of Arkansas (the "State ") ,
including particularly Amendment No. 65 to the Arkansas
Constitution and Title 14, Chapter 235, Subchapter 2 of the
Arkansas Code of 1987 Annotated, and pursuant to Ordinance No.
19,007 of the City, duly adopted and approved on the 16th day of
December, 2003 (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.
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This bond may be assigned with the written approval of
the Arkansas Soil and Water Conservation 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 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 and interest (as reflected by
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 May 1, 2014, at a prepayment price equal to the principal
amount outstanding, plus accrued interest to the prepayment date.
Notice shall be given of such prepayment to the owner of this bond
or registered assigns at least 90 days prior to the prepayment
date. Such notice shall be in writing mailed to the address of the
owner of this bond or registered assigns at the address as
reflected on the bond registration books of the City Clerk.
This bond does not constitute an indebtedness of the City
within any constitutional or statutory limitation or provision, and
the taxing power of the City is not pledged to the payment of the
principal of or interest on this bond. This bond is a special
obligation payable solely from the net revenues derived from the
operation of the System. In this regard, the pledge of net System
revenues is subordinate to the pledge of System revenues to Sewer
Revenue Bonds, Series 1990, 1991, 1996, 1999 and 2004A, and Sewer
Refunding and Construction Revenue Bonds, Series 2001, so long as
any of such bonds are outstanding. A sufficient amount of System
revenues to pay principal and interest has been duly set aside and
pledged as a special fund for that purpose, identified as the
112004B ADFA Bond Fund," in the Authorizing Ordinance. The City has
fixed and has covenanted and agreed to maintain rates for 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, provide for the payment of the principal
of and interest on all the outstanding bonds to which System
revenues are pledged as the same become due, to establish and
maintain 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 shall govern its
construction.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all
acts, conditions and things required by the Constitution and
statutes of the State to exist, happen and be performed precedent
to and in the issuance of this bond do exist, have happened and
have been performed in regular and due time, form and manner as
required by law; that this bond does not exceed any constitutional
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or statutory limitation of indebtedness; and that provision has
been made for the payment of the principal of and interest on this
bond, as provided in the Authorizing Ordinance.
IN WITNESS WHEREOF, the City of Little Rock, Arkansas has
caused this bond to be executed in its name by its Mayor and City
Clerk, thereunto duly authorized, and its corporate seal to be
affixed, all as of the day of , 2004.
ATTEST:
City Jerk
(SEAL)
UTr,
CITY OF LITTLE ROCK, ARKANSAS
By
Mayor
OF PAYMENT OF ADVANCES
E
Signature of Vice
President of
Amount of Total Principal Arkansas Development
Date of Advance* Advance Outstanding Finance Authority
*The date of each advance shall be the interest commencement date
from which the principal amount of such advance bears interest.
Section 7. The City has heretofore fixed sewer rates by
Ordinance No. 18,752, adopted on September 17, 2002. Reference is
hereby made to such Ordinance for the details thereof and other
provisions pertaining thereto, which 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 bonds
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and notes to which Revenues are pledged (collectively, "System
Bonds ") , as the same become due, pay the Financing Fees as the same
become due, and create and maintain any required debt service
reserves ( "Required Payments ") . The City covenants always to
maintain rates (including increases as necessary) which will
provide for the Required Payments. The rates in effect for sewer
service at this time shall not be reduced without the prior written
consent of the Commission and the Bondholder.
None of the facilities or services afforded by the System
shall be furnished without a charge being made therefor. In the
event that the City or any department, agency or instrumentality
thereof shall avail itself of the facilities and services afforded
by the System, the reasonable value of the service or facilities so
afforded shall be charged against the City or such department,
agency or instrumentality and shall be paid for as the charges
accrue. The revenues so received shall be deemed to be revenues
derived from the operation of the System and shall be used and
accounted for in the same manner as the other revenues derived from
the operation of the System.
Section 8. All of the provisions of the 1990 Ordinance,
the 1991 Ordinance, the 1996 Ordinance, the 1999 Ordinance, the
2001 Ordinance and the 2004A Ordinance (the "Prior Bond
Ordinances ") (including those incorporated therein by reference),
as now in effect, and except those provisions clearly inapplicable
hereto, including, without limitation, the provisions pertaining to
the collection, the investment and the handling of Revenues and
funds, to the operation, maintenance and care of the System, and to
the depreciation of the System, are hereby made applicable hereto
and are incorporated herein by reference as though fully set forth
at this point. The effect of the above covenant shall be to
continue the applicable provisions in full force and effect even
after the payment of the Prior Bonds and until the bond is paid, or
provision made therefor.
Section 9. The City covenants that it will continuously
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 10. (a) After making the required payments into
the Sewer Operation and Maintenance Fund being maintained in
accordance with the 2001 Ordinance and into the bond funds for the
Prior Bonds and any additional bonds having a priority on the
pledge of Revenues over the pledge in favor of the bond and after
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paying the financing and administrative fees in connection with the
Prior Bonds, there shall be paid from the Sewer Fund being
maintained in accordance with the 2001 Ordinance into an account of
the City in a special fund to be created by the Bondholder (the
112004B ADFA Bond Fund ") for the purpose of paying the principal of
and interest on the bond the amounts specified in (b) below.
(b) There shall be deposited from proceeds of the bond
or, at the direction of the Committee, from moneys in the Sewer
Fund, into the 2004B ADFA Bond Fund on each April 15 and October 15
after the bond is issued and delivered until October 15, 2007, the
interest due on the bond on such dates. Commencing on the first
business day of each month thereafter, there shall be deposited
from moneys in the Sewer Fund into the 2004B ADFA Bond Fund an
amount equal to 1/6 of the amount of interest on and principal of
the bond next due.
(c) If Revenues are insufficient to make the required
payment on or before the first business day of the following month
into the 2004B 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 2004B ADFA Bond Fund on the
first business day of the next month.
(d) When the moneys held in the 2004B 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 and
interest on the bond, the City shall not be obligated to make any
further payments into the 2004B ADFA Bond Fund.
(e) All moneys in the 2004B 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 2004B ADFA Bond Fund and available for the payment of
any principal and interest currently due on an interest or
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 the City Funds each April 15
and October 15 and such earnings and income shall be credited
against the next six monthly payments.
(f) The bond shall be specifically secured by a pledge
of all Revenues required to be placed into the 2004B 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.
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Section 11. After making the payments into the 2004B ADFA
Bond Fund required by Section 10 hereof, there shall be paid from
the Sewer Fund the Financing Fee to the Authority. The Financing
Fee shall be payable on each date interest on the bond is due and
shall be calculated on the same basis as interest on the bond. The
payment of the Financing Fee is expressly made subordinate to the
payment of the principal of and interest on the bond.
Section 12. The City shall assure that (1) not in excess
of 10% of the proceeds of the bond is used for Private Business Use
if, in addition, the payment of more than 10% of the principal or
10% of the interest 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 (2) 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 or 5% of the
interest 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
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 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 Improvements.
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.
Section 13. The principal and interest installments
shall be prepayable prior to maturity as provided in the bond form
in Section 6 hereof.
Section 14. As long as the bond is outstanding, the City
shall not issue or attempt to issue any bonds having or claimed to
be entitled to a priority of lien on Revenues over the lien
securing the bond, including any and all future extensions,
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betterments and improvements to the System except as provided in
this Section.
The City may issue additional revenue bonds having a
priority on or on a parity with the lien on Revenues in favor of
the bond to finance or pay the cost of constructing extensions,
betterments and improvements to the System or to refund outstanding
System Bonds, if there shall have been procured and filed with the
City Clerk and the Bondholder a statement by a certified public
accountant not in the regular employ of the City (the "Accountant ")
reciting the opinion that (i) the Net Revenues (Net Revenues being
gross Revenues less operation and maintenance expenses, but not
including depreciation) for the fiscal year preceding the year in
which such additional bonds are to be issued were not less than
110% of the average annual debt service requirements (including
principal, interest and financing and administrative fees) on all
outstanding System Bonds and the bonds then proposed to be issued
plus the average annual Financing Fee or (ii) the Net Revenues for
the fiscal year succeeding the year in which such additional bonds
are to be issued are projected to be sufficient in amount, taking
in consideration any enacted increase in Revenues, to be not less
than 110% of the average annual debt service requirements
(including principal, interest and financing and administrative
fees) on all outstanding System Bonds and the bonds then proposed
to be issued plus the average annual Financing Fee.
The additional bonds, the issuance of which is restricted
and conditioned by this Section, shall not be deemed to mean bonds
the security and source of payment of which are subordinate and
subject to the priority of the bond and such additional bonds may
be issued without complying with the terms and conditions of this
Section.
Section 15. It is covenanted and agreed by the City with
the Bondholder, the Authority 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 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 Revenues and
applying them to the respective funds maintained pursuant to the
Prior Bond Ordinances and this Ordinance.
The City covenants and agrees that the Bondholder shall
have the protection of all the provisions of the Authorizing
Legislation, and that the City will diligently proceed to enforce
those provisions to the end of the Bondholder realizing fully upon
its security. And, if the City shall fail to proceed within 30
days after written request shall have been filed by the Bondholder,
the Bondholder may proceed to enforce all such provisions.
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If there be any default in the payment of the principal
of or interest on the bond, or if the City defaults in any 2004B
ADFA Bond Fund requirement or in the performance of any of the
other covenants contained in this Ordinance, the Bondholder may, by
proper suit, compel the performance of the duties of the officials
of the City under the laws of the State. In the case of a default
in the payment of the principal of and interest on the bond, the
Bondholder may apply in a proper action to a court of competent
jurisdiction for the appointment of a receiver to administer the
System on behalf of the City and the Bondholder with power to
charge and collect (or by mandatory injunction or otherwise to
cause to be charged and collected) rates sufficient to provide for
the payment of the expenses of operation, repair and maintenance
and to pay the bond and interest outstanding and to apply Revenues
in conformity with this Ordinance. When all defaults in principal
and interest payments have been cured, the custody and operation of
the System shall revert to the City. 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
Authority may enforce all rights and exercise all remedies
available to the Bondholder in the event the Financing Fee is not
paid when due.
Section 16. When the bond has been executed and sealed
as herein provided, it shall be delivered to the Bondholder upon
payment of all or a portion of the purchase price in accordance
with the Agreement. Sale proceeds in the amount necessary to make
all or a portion of the semiannual interest and Financing Fee
payments due on each April 15 and October 15 to and including
October 15, 2007 shall be applied, unless otherwise directed by the
Committee, to the payment of Financing Fees and interest on the
bond on such dates. The balance of the sale proceeds shall be
deposited, as and when received, in an account of the City
heretofore created and designated the "Little Rock Wastewater
Utility Construction Fund" (the "Construction Fund ") . The proceeds
of the bond in the Construction Fund shall be used for directly
paying, or reimbursing the City for, the costs paid in
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accomplishing the Improvements, expenses incidental thereto and the
expenses of issuing the bond approved in accordance with the
Agreement. Payments from the Construction Fund shall be by check
or voucher signed by either the Manager or Finance Director of the
System, and drawn on the depository. Each such check or voucher
shall briefly specify the purpose of the expenditure.
Section 17. The terms of this Ordinance shall constitute
a 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 18. The City agrees that the Committee will 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 by an Accountant
selected by the Committee at least once each year.
In the event the Committee fails or refuses to furnish or
cause such reports to be furnished, the Bondholder may have the
reports made, and the cost thereof shall be charged against the
Sewer Operation and Maintenance Fund.
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. While the bond is
outstanding, the City agrees that it will insure, and at all times
keep insured, in the amount of the actual value thereof, in a
responsible insurance company or companies selected by the
Committee and authorized and qualified under the laws of the State
to assume the risk thereof, all above - ground structures of the
System against loss or damage thereto from fire, lightning,
tornado, winds, riot, strike, civil commotion, malicious damage,
explosion, and against loss or damage from any other causes
customarily insured against in connection with similar facilities
and undertakings as the System. In the event of loss, the proceeds
of such insurance shall be applied solely toward the
reconstruction, replacement or repair of the System, and in such
event the City will, with reasonable promptness, cause to be
commenced and completed the reconstruction, replacement and repair
work. If such proceeds are more than sufficient for such purposes,
the balance remaining shall be deposited to the credit of the Sewer
Fund, and if such proceeds shall be insufficient for such purposes,
the deficiency shall be supplied, first, from moneys in the Sewer
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Depreciation Fund maintained in accordance with the 2001 Ordinance,
second, from moneys in the Sewer Operation and Maintenance Fund,
and third, from available moneys in the Sewer Fund. Nothing herein
shall be construed as requiring the City to expend any funds for
reconstruction, replacement or repair of the System or for
operation and maintenance of the System or for premiums on its
insurance which are derived from sources other than insurance
proceeds or Revenues, but nothing herein shall be construed as
preventing the City from doing so.
Section 20. The City agrees that the Bondholder may
pledge the bond as security for the ADFA Bonds, and the ADFA
Trustee and /or the municipal bond insurer for the ADFA Bonds may
exercise any rights and remedies available to the Bondholder under
this Ordinance or the 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 shall be furnished to the ADFA Trustee
and /or the municipal bond insurer.
Section 21. In the event the offices of Mayor, City
Clerk, Manager of the System, Finance Director of the System, Board
of Directors, or Committee shall be abolished, or any two or more
of such offices shall be merged or consolidated, or in the event
the duties of a particular office shall be transferred to another
office or officer, or in the event of a vacancy in any such office
by reason of death, resignation, removal from office, or otherwise,
or in the event any such officer shall become incapable of
performing the duties of his office by reason of sickness, absence
from the City, or otherwise, all powers conferred and all
obligations and duties imposed upon such office or officer shall be
performed by the office or officer succeeding to the principal
function thereof, or by the office or officer upon whom such
powers, obligations, and duties shall be imposed by law.
Section 22. It is understood and agreed that the
Committee, acting for and on behalf of the City, has custody of and
control over the System, operates, maintains and repairs the System
and collects and handles Revenues. Therefore, it is understood and
agreed that even though there are some express references to the
Committee, all references herein to the City shall, when
appropriate in view of the authority and responsibility of the
Committee, be construed to mean and include the Committee. So long
as the Committee operates the System for the City, performance by
the Committee of any right or obligation of the City hereunder
shall be deemed performance by the City. The Committee presently
consists of Dale J. Wintroath, Jr., Chairman, Stuart S. Mackey ,
Secretary, Charles G. Goss, James R. Pender, and Patrick D. Miller.
Section 23. The provisions of this Ordinance are hereby
declared to be separable, and if any provision shall for any reason
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be held illegal or invalid, it shall not affect the validity of the
remainder of this Ordinance.
Section 24. Reference in this Ordinance to "Bondholder"
shall include the original Bondholder or any registered assign
thereof.
Section 25. All ordinances and resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
Section 26. It is hereby ascertained and declared that
the Improvements must be accomplished as soon as possible in order
to make the System adequate for the needs of the City and its
inhabitants, without which the life, health, safety and welfare
thereof are jeopardized, and that the issuance of the bond and the
taking of the other action authorized by this Ordinance is
necessary for the accomplishment thereof. It is, therefore,
declared that an emergency exists and this Ordinance being
necessary for the immediate preservation of the public peace,
health and safety shall take effect and be in force from and after
its passage.
ADOPTED: December 16, 2003.
ATTEST:
Mayor Jim Dail y
ty C1 rk Nancy Wood
(SEAL)
APPROVED AS TO FORM:
City Attorney
°:O'
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CERTIFICATE
The undersigned, City Clerk of the City of Little Rock,
Arkansas (the "City "), hereby certifies that the foregoing pages
are a true and perfect copy of Ordinance No. 19,007, adopted at a
regular session of the Board of Directors of the City, held at the
regular meeting place in the City at 6:00 o'clock p.m., on the 16th
day of December, 2003, and that the Ordinance is of record in
Ordinance Record Book No. , Page , now in my possession.
GIVEN under my hand and seal on this day of
December, 2003.
9&Y Clerk
(SEAL)
Y "C
'r -OF- Y:
-0�� E �OV a
" "Mill 111 \1 \ \\
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