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HomeMy WebLinkAbout160300 ORDINANCE NO 16,030 AN ORDINANCE AUTHORIZING THE CONSTRUCTION OF EXTENSIONS, BETTERMENTS AND IMPROVEMENTS TO THE SEWER SYSTEM OF THE CITY OF LITTLE ROCK, ARKANSAS; AUTHORIZING THE ISSUANCE OF SEWER REVENUE BONDS FOR THE PURPOSE OF FINANCING THE CONSTRUCTION; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL AND INTEREST ON THE BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Little Rock, Arkansas (the "City ") owns and operates a sewer system (the "System ") , and has determined that extensions, betterments and improvements to the wastewater treatment facilities of the System (the "Improvements ") should be made in order that the City and its inhabitants may have adequate and proper sewer facilities; and WHEREAS, the Sewer Committee of the City (the "Committee ") has had prepared an engineering report for the Improvements and has obtained estimates of cost totalling $6,000,000 for the Improvements; and WHEREAS, the City is making arrangements for the sale of $6,000,000 in aggregate principal amount of bonds to the Arkansas Development Finance Authority (the "Bondholder ") at a price of par for bonds bearing interest at the rate of 4% per annum pursuant to a Bond Purchase Agreement (the "Agreement ") among the City, the Bondholder and the Arkansas Department of Pollution Control and Ecology (the "Department ") , which has been presented to and is before this meeting; and WHEREAS, there are outstanding City of Little Rock, Arkansas Sewer Revenue Bonds, dated February 1, 1966 (the 111966 Bonds "), issued under the authority of Ordinance No. 11,695 of the City duly adopted and passed December 20, 1965; Department of Pollution Control and Ecology of the State of Arkansas Pollution Control Revenue Bonds, dated June 1, 1972 (the 111972 Bonds "), issued under the authority of State of Arkansas Resolution No. 19 -B duly adopted and passed September 22, 1972, and which are secured by a pledge of revenues of the System derived from a Water Quality Control Charge levied by the City under the authority of Ordinance No. 12,632 of the City, duly adopted and passed April 4, 1972; City of Little Rock, Arkansas Sewer Construction and Refunding Revenue Bonds, Series 1987, dated May 1, 1987 (the 111987 Bonds ") , issued under the authority of Ordinance No. 15,260 of the City duly adopted and passed March 17, 1987 (the 111987 Ordinance ") ; and City of Little Rock, Arkansas Sewer Revenue Bonds, Series 1990, dated December 21, 1990 (the 111990 Bonds ") issued under the authority of Ordinance No. 15,966 of the City duly adopted and approved on November 20, 1990 (the 111990 Ordinance "); and 0 0C19 13 -/0 103 WHEREAS, the City is authorized, under the provisions of Title 14, Chapter 235, Subchapter 2 of the Arkansas Code of 1987 Annotated (the "Authorizing Legislation ") , to enter into the Agreement and to issue the bonds; and WHEREAS, the Bondholder proposes to pledge the bonds as collateral for the payment of its Wastewater Revenue Bonds, 1991 Series (the "ADFA Bonds ") pursuant to a trust indenture between the Bondholder and the bank or trust company to be named as trustee thereunder (the "ADFA Trustee "); and WHEREAS, the parity test for the 1990 Bonds set forth in the 1990 Ordinance has been met and the bonds are being issued as additional parity bonds thereunder; NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. That the Improvements 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. That the sale to the Bondholder of up to $6,000,000 in principal amount of bonds by the City at a price of par for bonds bearing interest at the rate of 4% 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 bonds are hereby sold to the Bondholder. The Mayor is hereby authorized and directed to execute and deliver the Agreement on 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. That the Board of Directors hereby finds and declares that the period of usefulness of the System after completion of the Improvements will be more than twenty -five (25) years, which is longer than the term of the bonds. Section 4. That under the authority of the Constitution and laws of the State of Arkansas, including particularly the Authorizing Legislation, City of Little Rock, Arkansas Sewer Revenue Bonds, Series 1991 (the "bonds ") are hereby authorized and 2 /3-11 M M M M IM 104 ordered issued in the principal amount of $6,000,000, the proceeds of the sale of which are necessary to provide sufficient funds for accomplishing the Improvements, paying expenses incidental thereto, paying expenses of issuing the bonds and paying interest during construction, all as approved in accordance with the Agreement. The bonds shall bear interest at the rate of 4% per annum based upon a 360 -day year of twelve consecutive 30 -day months. The bonds shall be dated the date of delivery to the Bondholder. Interest shall be payable on October 15, 1991, and on each April 15 and October 15 thereafter to and including April 15, 1994. Principal and interest shall be payable in installments of $219,334.49 on October 15, 1994 and on each April 15 and October 15 thereafter until the unpaid principal is paid in full except that the final payment shall be due not later than April 15, 2014. The bonds will be issued in the form of a single typewritten bond, registered as to both principal and interest, payable to the Bondholder, or registered assigns, as set forth hereinafter in the bond form, and shall be numbered R -1. (Even though a single bond is being issued, reference herein will be to "bonds. ") 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 bonds (except upon final payment) and such payments shall discharge the obligation of the City to the extent thereof. 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 any bond has been fully paid, the bond shall be delivered to the City Clerk and shall be canceled. Section 5. That the bonds 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 bonds are not general obligations of the City but are special obligations, the principal of and interest on which are secured by a pledge of and are payable from revenues derived from the System. The pledge of System revenues is subordinate to the pledge in favor of the 1966 Bonds, the 1972 Bonds and the 1987 Bonds (collectively, the "Prior Bonds ") and is on a parity of security with the 1990 Bonds pursuant to the provisions of the 1990 Ordinance. The bonds and interest thereon shall not constitute an indebtedness of the City within any constitutional or statutory limitation. W o yq �J M M 9 1.05 Section 6. That the bonds 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 single registered bond) (To be typewritten) UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF PULASKI CITY OF LITTLE ROCK 4% SEWER REVENUE BOND SERIES 1991 No. R -1 KNOW ALL MEN BY THESE PRESENTS: $6,000,000 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 source provided as hereinafter set forth, the principal sum of SIX 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 4% 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, 1991 and on each April 15 and October 15 thereafter to and including April 15, 1994. Principal and interest shall be payable in installments of $219,334.49 on October 15, 1994 and on each April 15 and October 15 thereafter until the unpaid principal is paid in full except that the final payment shall be due not later than April 15, 2014. 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. 4 o q9 8/3 106 This bond is issued for the purpose of providing financing of the costs of constructing extensions, betterments and improvements to 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, including particularly Title 14, Chapter 235, Subchapter 2 of the Arkansas Code of 1987 Annotated, and pursuant to Ordinance No. 15,966 of the City duly adopted and approved on the 20th day of November, 1990 and ordinance No. of the City, duly adopted and approved on the day of ' 1 1991 (collectively, the "Authorizing Ordinance "). Referece is hereby made to the Authorizing Ordinance for the details of the nature and extent of the security and of the rights and obligations of the City and the registered owner of this bond. This bond may be assigned with the written approval of the Arkansas Department of Pollution Control and Ecology (the "Department ") , and in order to effect such assignment the assignor shall promptly notify the City Clerk by registered mail, and the assignee shall surrender this bond along with a written assignment and written approval of the Department 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 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, 2001, 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 revenues derived from the operation of the System. In this regard, the pledge of System revenues (a) is subordinate to the pledge of System revenues to an issue of Sewer Revenue Bonds, dated February 1, 1966, Department of Pollution Control and Ecology of the State of Arkansas Pollution Control Revenue Bonds, dated June 1, 1972, and Sewer Construction and Refunding Revenue Bonds, dated May 1, 1987, so long as any of such bonds are outstanding and (b) is on a parity with the pledge in favor of the City's Sewer Revenue Bonds, Series 1990, dated December 21, 1990. In addition, the City may issue additional bonds in accordance with the Authorizing Ordinance on a parity with or having a priority on System revenues over the pledge securing 5 0<f9 i3- l y ion this bond. A sufficient amount of System revenues to pay principal and interest has been duly set aside and pledged as a special source for that purpose by 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. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State of Arkansas to exist, happen and be performed precedent to and in the issuance of this bond do exist, have happened and have been performed in regular and due time, form and manner as required by law; that this bond does not exceed any constitutional or statutory limitation of indebtedness, and that provision has been made for the payment of the principal of and interest on this bond, as provided in the Authorizing Ordinance. IN WITNESS WHEREOF, the City of Little Rock, Arkansas has caused this bond to be executed in its name by its Mayor and City Clerk, thereunto duly authorized, with the manual signatures of the Mayor and City Clerk, and its corporate seal to be affixed, all as of the day of , 1991. CITY OF LITTLE ROCK, ARKANSAS ATTEST: By Mayor City Clerk (SEAL) REGISTRATION CERTIFICATE 5ignacure of Date of Registration•Name of Registered Owner: City Clerk 0 049 C los RECORD OF PAYMENT OF ADVANCES Signature of Vice President of Arkansas Amount of Total Principal Development Finance Date of Advance* Advance Outstanding Authority *The date of each advance shall be the interest commencement date from which the principal amount of such advance bears interest. Section 7. That the. City has heretofore fixed sewer rates by Ordinance No. 13,982, adopted on February 17, 1981, as amended by Ordinance No. 16,018, adopted on March 5, 1991. Reference is hereby made to such Ordinances fixing the rates for the details thereof and other provisions pertaining thereto, which sewer rates are hereby confirmed and continued. 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 to which System revenues are pledged, 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. 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. That the bonds are being issued as additional parity bonds under the 1990 Ordinance and all provisions 7 Q `�C/ � loo of the 1990 Ordinance pertaining to the "bonds" shall inure to and pertain to the bonds authorized hereby to the same extent and with like force and effect as if herein set out in full (including provisions pertaining to the rights and remedies of the Bondholder, insurance and financial reporting requirements). Therefore, the provisions of the 1990 Ordinance (including those incorporated therein by reference) pertaining to the collection, 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 the 1990 Bonds and until the bonds are paid, or provision made therefor. Section 9. That 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 Department; 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. That in order to pay interest on the bonds, there shall be deposited into the ADFA Bond Fund (identified in the 1990 Ordinance) from proceeds of the bonds on October 15, 1991 and on each April 15 and October 15 thereafter until October 15, 1994 the interest due on the bonds on such dates. Commencing on the first business day of each month thereafter, there shall be deposited into the ADFA Bond Fund from System revenues an amount equal to 1/6 of the interest on and principal of the bonds next due. The bonds shall be specifically secured by a pledge of all the revenues required to be placed into the ADFA Bond Fund on a parity of security with the 1990 Bonds. This pledge in favor of the bonds is hereby irrevocably made according to the terms of this Ordinance, and the City and its officers and employees shall execute, perform and carry out the terms thereof in strict conformity with the provisions of this Ordinance. Section 11. That bonds for the payment or full prepayment of which moneys or direct, non - callable obligations of the United States of America shall have been deposited in escrow with a bank or trust company having a reported capital and surplus in excess of $15,000,000, as escrow agent for the benefit of the Bondholder (the "Agent "), (whether upon or prior to the maturity or the prepayment date of such bonds) shall be deemed to be paid and 8 o q9 c -3 M M M M M M M 110 discharged; provided, however, that if the bonds are to be prepaid prior to maturity, notice of such prepayment shall have been duly given or the Agent shall have been irrevocably instructed in writing to give such notice of prepayment in a timely fashion. Such obligations deposited with the Agent shall mature as to principal and interest in such amounts and at such times as will provide sufficient moneys to pay the principal of and interest on when due at maturity or at redemption prior to maturity. Section 12. That the City and the Committee shall assure that (1) not in excess of ten percent (10 %) of the proceeds of the bonds is used for Private Business Use if, in addition, the payment of more than ten percent (10 %) of the principal or ten percent (10 %) of the interest due on the bonds during the term thereof is, under the terms of the bonds or any underlying arrangement, directly or indirectly secured by any interest in property used or to be used for a Private Business Use or in payments in respect of property used or to be used for a Private Business Use or is to be derived from payments, whether or not to the City, in respect of property or borrowed moneys used or to be used for a Private Business Use; and (ii) that, in the event that both (A) in excess of five percent (5 %) of the proceeds of the bonds are used for a Private Business Use, and (B) an amount in excess of five percent (5 %) of the principal or five percent (5 %) of the interest due on the bonds during the term thereof is, under the terms of the bonds 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 five percent (5 %) of proceeds of the bonds 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 five percent (5 %) of the proceeds of the bonds 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 12, "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. That the principal and interest installments shall be prepayable prior to maturity as provided in the bond form in Section 6 hereof. Section 14. That as long as any of the bonds are outstanding, the City shall not issue or attempt to issue any bonds 9 vq9 G4[ 'S M • � 1.11 having or claimed to be entitled to a priority of or parity with lien on the revenues of the System over the lien securing the bonds, including any and all future extensions, betterments and improvements to the System, except as provided in this Section 14. The City may issue additional revenue bonds to finance or pay the cost of constructing extensions, betterments and improvements to the System or to refund outstanding bonds of the City payable from System revenues issued for such purposes having a priority on or on a parity with the lien on System revenues in favor of the 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 reciting the opinion that (i) the net revenues (net revenues being gross revenues of the System less operation and maintenance expenses, but not including depreciation) of the System 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 on all outstanding bonds to which the revenues of the System are pledged and the bonds then proposed to be issued 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 percent of the average annual debt service requirements (principal and interest) on all outstanding bonds to which System revenues are pledged and the bonds then proposed to be issued. The additional bonds, the issuance of which is restricted and conditioned by this Section 14, shall not be deemed to mean bonds, the security and source of payment of which are subordinate and subject to the priority of the bonds and such additional bonds may be issued without complying with the terms and conditions of this Section 14. Section 15. That it is covenanted and agreed by the City and the Committee with the Bondholder and the Department that they will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Arkansas, by the Agreement and by this Ordinance, including, without limitation, the making and collecting of reasonable and sufficient rates lawfully established for services rendered by the System, segregating the revenues of the System and applying them to the respective funds maintained pursuant to the 1990 Ordinance and this Ordinance. The City and the Committee covenant and agree that the Bondholder shall have the protection of all the provisions of the Authorizing Legislation, and that the City and the Committee will diligently proceed to enforce those provisions to the end of the Bondholder realizing fully upon its security. And, if the City and the Committee shall fail to proceed within thirty (30) days after 10 ��S M'= = = = M M 0 0 M 112 written request shall have been filed by the Bondholder, the Bondholder may proceed to enforce all such provisions. if there be any default in the payment of the principal of or interest on any of the bonds, or if the City and the Committee default in any ADFA Bond Fund requirement or in the performance of any of the other covenants contained in this Ordinance or in the Agreement, the Bondholder and the Department (with respect to covenants contained in the Agreement) may, by proper suit, compel the performance of the duties of the officials of the City and the Committee under the laws of the State of Arkansas. In the case of a default in the payment of the principal of and interest on the bonds, 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 Committee, 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 any bonds and interest outstanding and to apply the 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 and the Committee. 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 any of the bonds or of any provision of this ordinance, including reasonable attorney's fees, shall be paid by the City. Section 16. That when the bonds have been executed by the Mayor and City Clerk and the seal of the City impressed as herein provided, they 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 the semiannual interest payments due on the bonds on October 15, 1991, and each April 15 and October 15 thereafter to and including April 11 oq9 C-6 15, 1994, shall be applied to the payment of interest on the bonds on such dates. The balance of the sale proceeds shall be deposited, as and when received, into the Sewer Construction Fund identified in the 1987 Ordinance (the "Construction Fund "). The moneys in the Construction Fund shall be used for accomplishing the Improvements, paying expenses incidental thereto, paying interest during construction and paying the expenses of issuing the bonds approved in accordance with the Agreement. Moneys may be withdrawn from the Construction Fund by check or requisition signed by the Finance Director of the City and co- signed by either the Manager or Finance Director of the Wastewater Utility. When the Improvements have been completed and all required expenses paid and expenditures made from the Construction Fund for and in connection with the accomplishment of the Improvements and the financing thereof, this fact shall be evidenced by a certificate signed by the Manager of the Wastewater Utility, which certificate shall state, among other things, the date of the completion and that all obligations payable from the Construction Fund have been discharged. A copy of the certificate shall be filed with the depository bank, the Bondholder and the Department. Section 17. That in the event the office of Mayor, City Clerk , Manager of the Wastewater Utility, 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 18. That the terms of this Ordinance shall constitute a contract between the City, the Bondholder and the Department and no variation or change in the undertaking herein set forth shall be made while any of the bonds are outstanding unless consented to in writing by the Bondholder and the Department. Section 19. That the City agrees that the Bondholder may pledge the bonds 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 bonds are pledged and /or insured. In addition, the City agrees that while the bonds are 12 Off 9 G-7 11� pledged and /or insured, copies of all financial information shall be furnished to the ADFA Trustee and /or the municipal bond insurer. Section 20. The Committee covenants and agrees that it will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. While any bonds are outstanding, the Committee 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 authorized and qualified under the laws of the State of Arkansas 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 by private companies engaged in a similar type of business. 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 Committee 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 Depreciation Fund, 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 derived from the operation of the System, but nothing herein shall be construed as preventing the Committee from doing so. Section 21. That the Committee shall keep or cause to be kept proper books of accounts and records (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 construction of the Improvements and relating to the operation of the System and its revenues. Such books shall be available for inspection by the Bondholder and the Department at reasonable times and under reasonable circumstances. The City and the Committee agree to have these records audited by an independent certified public accountant at least once each year, and a copy of the audit shall be delivered to the Bondholder and the Department. In the event the City and the Committee fail or refuse to make the audit, the Bondholder or the Department may have the audit made, and the cost thereof shall be charged against the Sewer Operation and Maintenance Fund. 13 o-q M ® M M= M M 0 M M M M M M M n �.J 115 Section 22. That this Ordinance shall not create any right of any kind, and no right of any kind shall arise hereunder pursuant to it, until the bonds shall be issued and delivered. Section 23. That the provisions of this Ordinance are hereby declared to be separable, and if any provision shall for any reason be held illegal or invalid, it shall not affect the validity of the remainder of this Ordinance. Section 24. That reference in this Ordinance to "Bondholder" shall include the original Bondholder or any registered assign thereof. Section 25. That all ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 26. That it is hereby ascertained and declared that the Improvements must be accomplished as soon as possible in order to protect the adequacy of the System and in order to alleviate immediate hazards to the health, safety, and welfare of the City, its inhabitants, and their property and that the Improvements can be accomplished only by the issuance of the bonds. 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. PASSED: April 2 1991. APPRO D• ATTEST: Mayor City Clerk (SEAL) 14 �- a • , lib 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. 16.030, passed 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 2nd day of April. 1991, and that the Ordinance is of record in this office. GIVEN under my hand and seal on this 4th day of April, 1991. City Clerk Robbie Hancock (SEAL) .NN" acF9 C- /o M 'M = == M = == = = = 0 0 11 117 BOND PURCHASE AGREEMENT $6,000,000 City of Little Rock, Arkansas Sewer Revenue Bonds, Series 1991 City of Little Rock, Arkansas Attention: Mayor Gentlemen: April 2, 1991 Arkansas Department of Pollution Control and Ecology (the "Department ") and the Arkansas Development Finance Authority (the "Authority ") hereby offer to enter into this Bond Purchase Agreement (the "Agreement ") with you, the City of Little Rock, Arkansas (the "Issuer "), for the purchase by the Authority from moneys in the Construction Grants Revolving Loan Fund, created by Act No. 1030 of 1987, or any successor fund (the "Revolving Loan Fund ") , and the sale by you of the Bonds of the Issuer more particularly described below. Upon approval by you and by the execution of the acceptance hereof by the Mayor, this Agreement shall be in full force and effect in accordance with its terms and shall be valid, binding and enforceable upon the Issuer, the Department and the Authority. The further terms of this Agreement are: 1. Upon the terms and conditions and upon the basis of the representations herein set forth, the Authority hereby agrees to purchase from the Issuer and the Issuer hereby agrees to sell to the Authority the entire principal amount of an issue of bonds designated "City of Little Rock, Arkansas Sewer Revenue Bonds, Series 1991" (the "Bonds "), to be issued under and secured by ordinance Nos. 15,966 and of the Issuer (collectively, the "Bond ordinance "). 2. The Bonds are being issued for the purpose of financing the cost of constructing extensions, betterments and improvements to the Issuer's collection facilities as generally described in Exhibit A attached hereto (the "Project ") , paying costs incidental thereto, paying approved expenses incurred in connection with the issuance of the Bonds and paying interest during construction. 3. The Bonds shall be secured by a pledge of and payable from revenues derived from the operation of the Issuer's sewer system (the "System ") , subject to the pledge in favor of certain outstanding bonds identified in the Bond Ordinance but on a parity with the pledge in favor of the City's Sewer Revenue Bonds, Series 1990 (the "Series 1990 Bonds "). n 118 4. The Bonds shall be dated the date of the Closing hereinafter identified. The Bonds shall be authorized in the principal amount of up to $6,000,000 bearing interest at the rate of 4% per annum. Principal and interest shall be amortized in accordance with the schedule set forth on Exhibit A attached hereto (which is based upon semiannual repayment of principal and interest commencing six months following the Estimated Completion Date and a 20 year amortization), and the Issuer shall pay to the Authority on the first business day of each month, commencing six months prior to the first principal payment date set forth on Exhibit A, an amount equal to 1/6 of the next installment of interest and principal due on the Bonds plus the Issuer shall pay to the Authority from Bond proceeds interest on the Bonds on October 15, 1991 and on each April 15 and October 15 thereafter to and including April 15, 1994. The Issuer acknowledges that the commencement date for payments is based upon the estimated final completion date as set forth on Exhibit A hereto. The Issuer agrees that any delay in completion of Project beyond such date shall not result in any extension of the date on which payments shall commence for the Bonds. The Bonds shall be subject to prepayment prior to maturity, shall be payable and shall be as otherwise described in the Bond Ordinance. 5. The Issuer recognizes that in the event the actual costs of the Project exceed the amount of the Bonds, the Authority shall be under no obligation to provide any additional funds to the Issuer. If, for any reason, the Issuer does not utilize the entire Bond proceeds, then in such event the principal amount of the Bonds will be reduced by the portion of the Bonds not withdrawn. Any reduction of the Bonds pursuant to this provision shall be pro rata with respect to the remaining installments of principal to that the weighted average life of the Bonds immediately following any such reduction shall be substantially equal to the weighted average life of the Bonds immediately prior to such reduction. The Authority agrees to accept, or cause the registered assigns of the Bonds to accept, new Bonds from the Issuer reflecting the revised payment schedule. 6. The Authority hereby agrees to purchase from time to time from moneys in the Revolving Loan Fund up to $6,000,000 in ,principal amount of Bonds from the Issuer and the Issuer hereby agrees to sell up to $6,000,000 in principal amount of the Bonds to the Authority at a price of 1001 of the principal amount of the Bonds purchased from time to time. The purchase price for the Bonds shall be paid in a series of advances in accordance with the provisions of paragraph 7. The initial advance of the purchase price of the Bonds shall take place at a closing (the "Closing ") at 2 qc( G- /.2 ='M q 119 10:00 a.m., prevailing local time, on , 1991, or at such other time or on such later date in calendar year 1991 as is mutually agreed upon, at the offices of Friday, Eldredge & Clark, 2000 First Commercial Building, 400 West Capitol Avenue, Little Rock, Arkansas. At the Closing, the Issuer will deliver, or cause to be delivered, to the Authority a single typewritten Bond, duly executed and authenticated, together with the other documents herein required, and the Authority will accept delivery and make the initial advance of the purchase price of the Bonds by wire transfer of immediately available funds or by certified or official bank cashier's check. 7. So long as the Issuer is in compliance with the terms and provisions of this Agreement and the Bond Ordinance and the representations and warranties of the Issuer herein remain true and correct, the Authority agrees to make, and the Department agrees to approve, advances of the purchase price of the Bonds (referred to hereafter as "Disbursements ") from moneys in the Revolving Loan Fund as follows: (a) Disbursements shall be made only based upon actual work completed and costs incurred for work completed and planning and design costs; (b) The Issuer may request reimbursement for costs not more often than monthly; (c) Disbursements shall be made for costs within the specific budget period attached hereto as Exhibit A, unless extensions are adequately justified in writing and are approved by the Department; (d) Disbursements shall be for Project costs, interest during construction and Bond issuance costs eligible under Regulation No. 10 of the Department, as now or hereafter amended, including, particularly, without limitation, the Minute Order of the Arkansas Pollution Control and Ecology Commission entered 1991 ( "Regulation No. 10 "); (e) Disbursements shall be made only for funded - eligible Project cost elements set forth on Exhibit B attached hereto, which cost elements shall not include payments for labor performed by employees of the Issuer unless approved in writing by the Department; (f) All requests for Disbursements must be made in accordance with Regulation No. 10 and shall be made by forwarding a completed copy of a Disbursement Request, in the form attached as 0q9 G-1 3 120 Exhibit C hereto, to the Department's Construction Assistance Division, along with the documentation for costs incurred since the last Disbursement Request and not previously submitted, including, without limitation, invoices for engineering services, invoices for Bond issuance costs, invoices for eligible administrative and equipment costs, invoices for contractor's stored material, and a contractor's monthly pay request acceptable to the Department; (g) The Issuer shall maintain financial control by carefully reviewing all outlay requests and payment documents to assure that costs claimed are eligible and supporting documents are adequate; (h) Disbursements shall be made for eligible work called for in the engineering services contract and in the plans and specifications approved by the Department; provided certain restrictions shall apply as set forth in Exhibit D attached hereto; (i) The Issuer shall maintain complete documentation of all Project costs for audit purposes; (j) The final Disbursement Request for construction costs shall be accompanied by a certification regarding labor standards in the form attached hereto as Exhibit E; (k) Disbursements approved by the Department shall be reported by the Department's Fiscal Management to the Authority on the Request to Process Disbursement in the form attached as Exhibit F hereto (the "Request "); (1) Disbursement requests are to include only costs which the Issuer is currently and legally obligated to pay. Therefore, if the Issuer retains a portion of its contractor's payment requests, the Disbursement Request is to reflect the same retainage policy. Unless approved in writing by the Department, Disbursements shall not be made against retainage until retainage is paid; (m) Disbursement requests made prior to the date the Issuer's application is certified in accordance with the Memorandum of Agreement between the Department and the City, dated March 1, 1991, as it may be amended from time to time (the "Memorandum of Agreement "), may be made by the Issuer only for documented engineering costs during the planning and design period, approved issuance costs and for interest during construction; (n) The Authority agrees to (i) make the Disbursement to the Issuer within five (5) days of the receipt of a Request to the 7 o q9 C [� M 121 Department's Fiscal Management and (ii) return such Request to the Department's Construction Assistance Division upon payment; and (o) Notwithstanding the above, Disbursements may also be made to pay interest on the Bonds during the construction period in an amount not to exceed the amount set forth in Exhibit B attached hereto. 8. The Issuer agrees to pay the Authority (a) at the Closing an administrative fee equal to $6,000, plus (b) $174,000 for the payment of a portion of the costs of issuing the Authority's Wastewater Revenue Bonds, 1991 Series (the "Authority Bonds ") on the later of the Closing date or within five (5) business days after notice to the City from the Department or the Authority that the Authority Bonds have been issued. These costs and fee may be reimbursed by the Issuer from Bond proceeds. 9. Upon completion of Project construction, the Issuer must request a final Project inspection in the form attached as Exhibit G hereto. 10. The Issuer represents and warrants to, and agrees with, the Authority and the Department that: (a) The Issuer is a city of the first class, duly organized and existing under the laws of the State of Arkansas, and has, and at the date of Closing will have, full legal right, power, and authority (i) to enter into this Agreement, (ii) to adopt the Bond Ordinance, (iii) to issue, sell and deliver the Bonds to the Authority as provided herein, and (iv) to carry out and consummate the transactions contemplated by this Agreement and the Bond Ordinance; (b) The Issuer has complied, and will at the Closing be in compliance, in all respects, with Title 14, Chapter 235, Subchapter 2 of the Arkansas Code of 1987 Annotated (the "Authorizing Legislation "); (c) By adoption of the Bond Ordinance, pursuant to the Authorizing Legislation, the Issuer has duly authorized and approved the execution and delivery of, and the performance by the Issuer of the obligations contained in the Bonds and this Agreement and, when delivered to and paid for by the Authority at the Closing in accordance with the provisions of this Agreement, the Bonds will have been duly authorized, executed, issued and delivered, and will constitute valid and binding obligations of the Issuer in accordance with their terms, in conformity with the Authorizing W J-f M M M M M 0 M M M M M M E Legislation, entitled to the benefit and security of the Bond Ordinance; 122 (d) The financial statements of the System delivered to the Department and the Authority are true and correct in all respects, have been prepared in accordance with generally accepted government accounting principles for municipalities, consistently applied, and fairly present the financial condition of the System as of their respective dates; (e) The execution and delivery of this Agreement and the Bonds, the adoption of the Bond Ordinance and the carrying out and consummation of the transactions contemplated by this Agreement and the Bond Ordinance, will not conflict with or constitute a breach of or default under any applicable law or administrative regulation of the State of Arkansas or the United States or any judgment or decree or any agreement or other instrument to which the Issuer is a party or is otherwise subject; (f) There is no action, suit, proceeding or investi- gation involving the Issuer before or by any court, public board, or body pending or, to the knowledge of the Issuer, threatened wherein an unfavorable decision, ruling, or finding would: (i) affect the creation, organization, existence or powers of the Issuer or the titles of its officials to their offices, (ii) enjoin or restrain the issuance, sale and delivery of the Bonds or the pledge of System revenues thereto, (iii) in any way question or affect any authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Bond Ordinance or any ordinance of the Issuer establishing rates to be charged for the services of the System (collectively, the "Rate Ordinances "), or (iv) in any way question or affect this Agreement or the transactions contemplated by this Agreement, or any other agreement or instrument relating thereto to which the Issuer is a party; (g) The Issuer will proceed to complete with all practicable dispatch the construction of the Project in accordance with the plans and specifications approved by the Department and will in any event complete the Project and comply with all requirements of the Department; and (h) The Issuer will promptly remit each Disbursement to the person or persons to whom payment is then due and owing. 11. The Issuer covenants and agrees with the Department: 0 qq 3 11 123 (a) To comply with all applicable federal and Arkansas statutes and regulations, including, particularly, without limitation, Regulation No. 10; (b) To utilize and expend the proceeds of the Bonds in a timely and expeditious manner by: (1) utilizing Bond proceeds for the planning and design and the construction of the Project and for approved issuance costs; (2) proceeding expeditiously with and completing (A) the application for the Project in accordance with the schedule contained in the Memorandum of Agreement and (B) the Project in accordance with the schedule attached hereto as Exhibit A; and (3) completing as part of the Project all facilities recommended in the approved facilities plan -. (c) To establish and maintain adequate financial records for the Project in accordance with "generally accepted government accounting standards" defined as, but not limited to, those contained in the U.S. General Accounting Office (GAO) publication "Standards for Audit of Governmental Organizations, Programs, Activities and Functions" (February 27, 1981) and make these records available to the Department, the EPA Inspector General or its authorized representatives; (d) To provide and maintain an approved sewer use ordinance and a user charge system that satisfies the requirements of Regulation No. 10 and all Arkansas laws; (e) To undertake the Project on its own responsibility and release and hold harmless the Department and the Authority, and their officers, members and employees from any claim arising in connection with the design, construction or operation of the Project or any other aspect of the System of the Issuer including any matter due solely to their own negligence; (f) To comply with all terms and conditions of any construction contracts, architectural or engineering agreements, and other agreements affecting the Project, the premises of the System of the Issuer and its operations and to require its construction contractor to furnish both a performance bond and payment bond in the full amount of the construction contract for the Project; 7 O-V 7 J -f — eq v v v M M M M M 0 0 124 (g) To comply with all competitive bidding laws for Project construction and to the extent not contradicted thereby shall comply with the bid procedures set forth on Exhibit H attached hereto; (h) on reasonable notice, to permit representatives of the Department to enter upon the premises to inspect the Project to assure that the Project is constructed and maintained in accordance with approved Project contract documents and that all federal, state and local requirements are being fulfilled, and to cause its architects, engineers and contractors to cooperate during such inspection, including making available working copies of plans and specifications and supplementary materials; (i) Without the written consent of the Department, to make no material modifications or changes to the Project, or allow to continue any defect, which would materially damage or reduce the value of the Project, including the division of the Project into component projects in order or in effect, so as to defeat provisions of this Agreement; (j) To become familiar with and comply with all federal and state laws pertaining to equal employment opportunities ensuring that all engineers and contractors for this Project not discriminate against any person on the basis of race, color, religion, sex, age, national origin or handicap; (k) Provide complete (unaudited) financial statements and budget information for the System to the Department, within 30 days of a written request from the Department, for any year(s) during which this Agreement will be in effect; (1) Maintain and operate the System in a sound and economical manner and in accordance with standards as may be required or prescribed by federal, state or local regulatory agencies; (m) To retain for the useful life of the Project, a Class IV licensed chief operator to supervise overall treatment plant operation; (n) To ensure that all operators for all aspects of the System, except those in initial training, maintain a current operator's license as defined in Regulation No. 3 of the Department; and (o) To certify whether or not the Project meets the project performance standards contained in the project performance 8 ,D S • M M M M M M • work plan to be approved by the Department. On the date one year after the initiation of operation of the Project, the Issuer shall certify to the Department whether the Project meets the project performance standards. If the Issuer cannot certify that the Project meets the project performance standards, the Issuer shall accomplish the following actions: (1) identify the problem and propose corrective action; (2) initiate corrective action in a timely manner which will enable an affirmative certification to be made; and (3) submit an affirmative certification. 125 12. The Authority and the Department have entered into this Agreement in reliance upon the representations and agreements of the Issuer herein and the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the Closing. The Authority's and the Department's obligations under this Agreement are and shall be subject to the following further conditions: (a) At the Closing, the Bond Ordinance shall be in full force and effect and shall not have been amended, modified or supplemented after the date hereof except as may have been agreed to by the Authority and the Department, and the Issuer shall have duly adopted and there shall be in full force and effect such other ordinances and resolutions as, in the opinion of Friday, Eldredge & Clark, Little Rock, Arkansas ( "Bond Counsel "), and the Department, shall be necessary in connection with the transactions contemplated hereby. (b) The representations and warranties of the Issuer contained herein shall be true, complete, and correct on the date hereof and on and as of the date of the Closing, as if made on and as of the date of the Closing. (c) At or prior to the Closing, the Department and the Authority shall have received the following: (1) The Bond Ordinance and Rate Ordinances, certified by the Issuer under its seal as having been duly adopted and as being in full force and effect, with only such amendments as may have been agreed to by the Authority and the Department; (2) An unqualified approving opinion, dated the date of the Closing, of Bond Counsel, in form and substance 0 any 126 satisfactory to the Department and the Authority, to the effect that: (A) the Issuer is duly created and validly existing as a city of the first class of the State of Arkansas, with the power to adopt the Bond Ordinance and the Rate Ordinances, perform the agreements on its part contained in the Bond Ordinance, and issue the Bonds; (B) the Bonds have been duly authorized and issued by the Issuer and are valid and binding special obligations of the Issuer enforceable in accordance with their terms; (C) the Bonds are secured by an irrevocable pledge of and lien on the revenues of the System as provided in the Bond Ordinance subordinate to the pledge in favor of the Prior Bonds identified in the Bond Ordinance but on a parity with the pledge in favor of the Series 1990 Bonds, which pledge in favor of the Bonds is valid and enforceable; and (D) the interest on the Bonds is exempt from all Arkansas state, county, and municipal taxes; (3) A supplemental opinion, dated the date of Closing, of Bond Counsel, in form and substance satisfactory to the Department and the Authority, to the effect that (i) the Bonds and the Bond Ordinance conform in both form and tenor to the provisions relating thereto summarized in the Term Sheet for the Project and (ii) if the Bonds were being purchased on a tax - exempt basis,the Bonds would not constitute a "private activity bonds" within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended; (4) A certificate dated the date of the Closing and signed by the Mayor and the City Clerk of the Issuer and the Manager of the Wastewater Utility to the effect that, (A) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing, (B) the Issuer has complied with all agreements and covenants and satisfied all conditions on its part to be complied with or satisfied at or prior to the Closing, (C) there has been no material adverse change in the business, property or financial condition of the System which has not been disclosed in writing to the Department and the Authority since the date of the latest 10 O -`f D-7 0 0 financial statements submitted to the Department and the Authority; and (D) the System has not incurred any material liabilities other than in the normal course of business which have not been disclosed to the Department and the Authority in writing since the date of the latest financial statements submitted to the Department; (5) Five (5) counterpart originals of a transcript of all proceedings relating to the authorization and issuance of the Bonds; (6) Evidence that the parity test for the Series 1990 Bonds have been met; (7) The Department shall have approved the initial Disbursement in accordance with Paragraph 7 of this Aareement; and (8) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Department, the Authority and bond counsel may reasonably request to evidence compliance by the Issuer with legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the Issuer herein contained, and the due performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer. M M 127 All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Department and the Authority. The performance of any and all obligations of the Issuer under this Agreement and the performance of any and all conditions contained herein for the benefit of the Authority and the Department may be waived by the Authority and the Department in their sole discretion. 13. All notices, demands and formal actions hereunder will be in writing mailed, telegraphed or delivered to: The Issuer: City of Little Rock, Arkansas City Hall 500 West Markham Little Rock, Arkansas 72201 Attention: Mayor 11 O4 J- 0 With copy to: 9 Little Rock Wastewater 221 E. Capitol Avenue Little Rock, Arkansas Attention: Manager Utility 72202 The Department: Arkansas Department of Pollution Control and Ecology P. O. Box 9583 Little Rock, Arkansas 72219 Attention: Chief, Construction Assistance Division The Authority: Arkansas Development Finance Authority Technology Center 100 Main Street, Suite 200 Little Rock, Arkansas 72201 Attention: Vice President for Finance 12 i 14. All representations, warranties and covenants of the Issuer contained herein shall remain operative and in full force until the Bonds are paid in full. 15. The Authority and the Department shall be under no obligation to pay, and the Issuer shall pay (from proceeds of sale of the Bonds or otherwise), any expenses incident to the performance of the Issuer's obligations hereunder, including, but not limited to: (i) the fees and disbursements of Bond Counsel; (ii) the fees and disbursements of the Issuer's counsel or accountants and of any other experts or consultants retained by the Issuer; and (iii) the payments required by paragraph 8 hereof. 16. Any audit or review of plans and specifications and any inspection of the work shall be for the Department's convenience only in order to determine that they are within the approved scope of the Project. No such review and inspection, approvals and disapprovals shall be an undertaking by the Department of responsibility for design or construction. 17. Neither the Department nor the Authority is a partner, joint venturer, or in any other way a party to the Project or the operation of the System. Neither the Department nor the Authority shall in any way be liable or responsible by reason of the provisions hereof, to the Issuer or any third party, for the payment of any claims in connection therewith. 18. The parties hereto acknowledges that the Authority intends to pledge the Bonds to the trustee for the Authority Bonds. The Authority agrees that it will not attempt to transfer the Bonds 12 O_q 9 D-7 ='= = mm = M • • 129 without the prior written consent of the Department. Upon transfer of the Bonds, the Authority and /or the Department may assign their rights hereunder to the new owner of the Bonds without consent of the Issuer. 19. The Authority and Issuer recognize that under the Bond Ordinance the Issuer may be required to make monthly payments into a bond fund of the Authority which will be used to pay the principal of and interest on the Bonds when due on a semiannual basis. The Authority agrees that it will invest or cause to be invested at the direction of the Issuer the monthly payments until applied to the payment of the Bonds and to credit interest accruing semiannually against the next six month principal and interest payments on the Bonds and to notify the Issuer in writing of such investment earnings and credit. The types of investments shall be limited to investments which may be permitted by the Bond Ordinance. 20. This Agreement may be executed in any number of counterparts with each executed counterpart constituting an original but all of which together shall constitute one and the same instrument. 21. This Agreement will inure to the benefit of and be binding upon the parties hereto and their successors and assigns and will not confer any rights upon any other person. This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. ARKANSAS DEPARTMENT OF POLLUTION CONTROL AND ECOLOGY By (title) ARKANSAS DEVELOPMENT FINANCE AUTHORITY By (title) 13 64J -P-10 130 RECOMMENDED to the City this day of March, 1991. LITTLE ROCK SANITARY SEWER COMMITTEE By Chairman ACCEPTED this day of , 1991. CITY OF LITTLE ROCK, ARKANSAS By Mayor 14 tiUVtnwc9l.6p O I� l 131 EXHIBIT A Recipient: City of Little Rock, Arkansas Loan Number: CS- 050749 Project Description: Rehabilitation of the sewerage system in order to progress toward eliminating major overflows that occur during rainstorm events and correct severe collection system deficiencies. Project Schedule: See Schedule I Estimated Final Completion Date: April 15, 1994 Debt Service Schedule: See Schedule II 15 d qT J7-!Z SCHEDULE I lag 16 C) qF 0 -3 o • 133 j Recipient: Loan Number: Item Planning and Design Engineering Construction Contingencies Local Loan Expenses Issuance Cost Capitalized Interest Total EXHIBIT B PROJECT BUDGET City of Little Rock, Arkansas CS- 050749 Eligible Costs $ 300,000 300,000 4,300,000 491,500 8,500 180,000 420.000 $6,000,000 17 0��9 Project Name: - Project Number. 134 EXHIBIT C RLF -76a (41/90) DISBURSEMENT RESUEST Arkansas Department of Pollution Control and Ecology Revolving Loan Fund Request Number. Percent Complete: Classification Cost Classi to Incurred to Date j RLF Eligible I Amount + Previous RLF I Disbursement RLF Payment Due this Request a. Land Acquisition b. Administration Costs (land) c. Construction / L.inework / Fo tm d. Construction / Linework / Contracted e. Administration Costs (Cant) L A/E Basic Fees - Bid Phase - Contracted Ba Fces Contt Phase - g. Contracted h. Inspection Fees - Contracted L Project Performance Testing - Contracted j. Project Performance Fees IL Eng. Fees - Design - Force Account L Eng. Fees - ConsL - Force Account m.Proj ct Performance Testing - F e Account n. Inspection Fees - Force Account o. Allowance (Planning / Design) p. Material Testing q. Equipment r. ADFA Fee S. t u V. TOTAL 1 wrefy to the best of my knowledge and bdb the btlles ants w disbun=nann are to ac=rdan¢ with the tame or the prajc= and that the munbunanent rtpreenn tht RLF shunt due which has not been prmausly requested and that an bnpecdon has been performed and a3 work U m Accordance wth the leans of the a and Requested by Stgaturc of Auuu r d Cuturm{ Odlaut rPm w 1eo nave ana vuc Emu, Repon SuDmutm +ucpnane Pmpared by Stgrature of Aumonree Cersrytn{ ofheal Dam S nt - or ?nn= 'a= =0 .tuc •acpnanc G /— Ll EXHIBIT D Disbursements 0 135 The disbursement amount is determined by a project outlay request. This outlay request should be made as work progresses and may be filed as often as once a month. The disbursement will be based upon requests prepared and certified by the Issuer, the consulting engineer, and the contractor. This request should include value of work performed, materials on hand, and materials in place in accordance with the contract. Outlay requests for engineering, inspection, legal services, and other approved services shall be made in accordance with the approved agreements. The Department shall notify the Authority to disburse funds to the Issuer when the Department determines that expenditures have been properly documented as provided for in the general requirements for allowable and unallowable costs, accounting procedures, and record keeping. The project will not be considered complete until the work as defined in the Bond Purchase Agreement has been fully performed, finalized, and unconditionally accepted by the Issuer and the Department. The Issuer shall provide the Department with an estimated disbursement schedule at the beginning of the project and modify it if necessary as construction progresses. Upon completion of project construction, a final inspection will be conducted. If the final inspection is found to be acceptable with the RLF program procedures, final disbursement can be made. Ten percent (10 %) of the completed construction cost shall be withheld until the construction contract is at least fifty percent (50 %) complete. Thereafter, upon certification by the project engineer that the construction contract is 50% complete, no further retainage will be withheld. All sums withheld shall be held in escrow and shall be paid to the contractor within thirty (30) days after the construction contract has been substantially completed. 19 a �9 ,36 EXHIBIT E CERTIFICATE I certify that all the Labor Standards Contract Provisions of the specifications have been complied with during construction of the rehabilitation projects known by the Revolving Loan Fund as CS - r (Legal Name of Project) Date Signature of Authorized Representative City of Little Rock, Arkansas By Name and Title 20 • • KL, 4 1.37 (9/89) EXHIBIT F ARKANSAS uEPARTMENT OF POLLUTION CONTROL AND ECOLOGY REVOLVING LOAN FUND REQUEST TO PROCESS DISBURSEMENT FROM: Construction Assistance Division (ADPC &E) Date: Disbursement Number: Project Name: Project Number: Amount Requested: Recipient: Address: City State Zip Code Disburse to: Account No, Bank Address: City State Zip Code Reviewed by: Project Administrator Approved by: Chief Construction Assistance IMANU LAKKT IU: Fiscal Management (ADPC &E) Approved by: Fiscal Officer Date I PRY TO: Arkansas Development Finance Authority (ADFA) Date of Disbursement: Amount of Disbursement: 8y Signature of Authorized Representative ADFA NOTE: Federal Regulations require disbursement by ADFA within 3 days of receipt of request from ADPC &E Fiscal Management, )RETURN THIS FORM TO ARKANSAS DEPARTMENT OF POLLUTIUN LUNIKUL ANU IECOLOGY CONSTRUCTION ASSISTANCE DIVISION WHEN DISBURSEMENT IS MADE b�Q M M 0 M .• - -� �• v cr 138 EXHIBIT G CERTIFICATE OF COMPLETION AND REQUEST FOR FINAL INSPECTION This is to certify that the publicly owned treatment works for the City of Little Rock, Arkansas, RLF Project No. is complete in accordance with the approved Plans and Specifications, Bond Purchase Agreement and applicable laws, rules and regulations, is fully operable, and has been accepted by the City of Little Rock, Arkansas on A Final Inspection of the project is requested. Authorized Representative Signature Date 22 E-,j