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13050I RESOLUTION NO. 13,050 2 3 A RESOLUTION TO AUTHORIZE THE OFFERING OF UP TO $7,000,000 OF 4 CITY OF LITTLE ROCK, ARKANSAS SEWER REVENUE BONDS, SERIES 5 200913; TO AUTHORIZE THE EXECUTION OF A BOND PURCHASE 6 AGREEMENT; TO PROVIDE FOR OTHER MATTERS IN CONNECTION 7 THEREWITH; AND FOR OTHER PURPOSES. 8 9 WHEREAS, the City of Little Rock, Arkansas (the "City ") owns a sewer system (the "System "), 10 which is operated by the Sewer Committee of the City (the "Committee "); and 11 WHEREAS, the Committee has determined that betterments and improvements to the System (the 12 "improvements ") are necessary in order to make the services of the System adequate for the needs of the 13 City; and 14 WHEREAS, the Committee can finance all or a portion of the costs of the improvements by the 15 issuance of Sewer Revenue Bonds in the maximum principal amount of $7,000,000 (the "bonds "); and 16 WHEREAS, Morgan Keegan & Company, Inc. and Crews & Associates, Inc. (collectively, the 17 "Underwriter ") have been selected by the Committee to underwrite the bonds; and 18 WHEREAS, the City intends to negotiate with the Underwriter for the sale of the bonds pursuant to a 19 Bond Purchase Agreement between the Purchaser and the City (the "Purchase Agreement "), which has 20 been presented to and is before this meeting; and 21 WHEREAS, the form of the Preliminary Official Statement offering the bonds for sale (the 22 "Preliminary Official Statement ") has been presented to and is before this meeting; and 23 WHEREAS, Friday, Eldredge & Clark, LLP has been selected by the Committee to act as Bond 24 Counsel in connection with the authorization, sale and issuance of the bonds; and 25 WHEREAS, upon the advice of the Committee, the Board of Directors is now prepared to authorize 26 the offering of the bonds for sale by the Underwriter, to authorize the execution and delivery of the 27 Purchase Agreement and to approve the Preliminary Official Statement; 28 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY 29 OF LITTLE ROCK, ARKANSAS: 30 Section 1. That the Underwriter is hereby authorized to offer the bonds for sale on such terms and 31 conditions as may be recommended by the Underwriter and the Committee. 32 Section 2. Following the offering of the bonds, the Mayor is hereby authorized to execute and deliver 33 the Purchase Agreement for and on behalf of the City so long as (a) the true interest cost on the bonds 34 (after taking into account underwriters' discount and original issue premium or discount, if any), is not [PAGE 1 OF 2] I greater than 5.5 %, (b) the weighted average maturity of the bonds (taking into account mandatory sinking 2 fund redemption, if any) is not greater than 24 years, (c) the bonds mature not later than 30 years from the 3 date of issuance, and (d) the underwriters' discount is not greater than .95% of par. 4 Section 3. That the forms of Preliminary Official Statement and Purchase Agreement, substantially in 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 W, 26 27 28 29 30 31 32 33 34 35 the forms exhibited to and before the Board of Directors at the meeting at which this Resolution is adopted, are hereby approved and the Underwriter is hereby authorized to use the Preliminary Official Statement in connection with the sale of the bonds. Section 4. The officials of the City are authorized to cooperate with the Underwriter and Friday, Eldredge & Clark, LLP, as Bond Counsel, in the offering and sale of the bonds and are further authorized to execute such writings and take such actions as may be appropriate to the offering of the bonds. Section 5. The Mayor is hereby authorized to "deem final" for purposes of Rule 15c2 -12 of the Securities and Exchange Commission, the Preliminary Official Statement. ADOPTED: October 20, 2009 ST: y ,Acting City Clerk AS TO FORM: d'�.-9 (%try ` clo Thomas M. Carpenter, City Attor // // // // // // APPROVED: / } Mark Stodola, Mayor [PAGE 2 OF 2]