Loading...
ORD NO 32-1995 ORDINANCE NO3C -/,9,s- AN ORDINANCE AUTHORIZING THE ISSUANCE OF WATER AND SEWER REVENUE REFUNDING BONDS; AND PRESCRIBING VARIOUS MATTERS RELATING THERETO. WHEREAS, the City of Van Buren, Arkansas (the "City owns and operates municipal water and sewer facilities (the "System and WHEREAS, the City has outstanding Water and Sewer Revenue Refunding and Construction Bonds, Series 1989 (the "Series 1989 Bonds in the principal amount of $2,515,000; and WHEREAS, the City also has outstanding Water and Sewer Revenue Bonds, Series 1993 (the "Series 1993 Bonds in the principal amount of $1,775,000; and WHEREAS, the Water and Sewer Commission of the City and the City Council have determined that substantial debt service savings can be realized by refunding the Series 1989 Bonds; and WHEREAS, the estimated costs of providing for the refunding of the Series 1989 Bonds, including incidental expenditures and expenses in connection with authorizing and issuing bonds and funding a debt service reserve, is $2,958,000; and WHEREAS, it has been determined that such costs can best be financed by the issuance of Water and Sewer Revenue Refunding Bonds, Series 1995 (the "Series 1995 Bonds and the use of available moneys held in the bond fund (including the debt service reserve therein) for the Series 1989 Bonds; and WHEREAS, the City has determined that the Series 1995 Bonds may be issued on a parity of security with the Series 1993 Bonds; and WHEREAS, the City has made arrangements for the sale of $2,580,000 in aggregate principal amount of Series 1995 Bonds to T.J. Raney Sons, a Division of Morgan Keegan Company, Inc. (the "Purchaser at a price of 98% of par plus accrued interest (the "Purchase Price pursuant to a Bond Purchase Agreement between the Purchaser and the City (the "Agreement which has been presented to and is before this meeting; and WHEREAS, the Preliminary Official Statement, dated October 20, 1995, offering the Series 1995 Bonds for sale (the "Preliminary Official Statement has been presented to and is before this meeting; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Van Buren, Arkansas: Q Section 1. The refunding of the Series 1989 Bonds shall be accomplished. The Mayor and the Water and Sewer Commission of the City are hereby authorized to take or cause to be taken all action necessary to accomplish the refunding and to execute the contracts and documents necessary to that end. Section 2. The City Council hereby finds and declares that the period of usefulness of the System will be more than twenty (20) years, which is longer than the term of the Series 1995 Bonds. Section 3. The offer of the Purchaser is hereby accepted for the purchase of $2,580,000 in principal amount of Series 1995 Bonds from the City at the Purchase Price, for bonds bearing interest at the rates per annum, maturing and otherwise subject to the terms and provisions hereafter in this Ordinance set forth in detail is hereby accepted and the Agreement, in substantially the form submitted to this meeting, is approved and the Series 1995 Bonds are hereby sold to the Purchaser. The Mayor is hereby authorized to take all action required on the part of the City to fulfill its obligations under the Agreement and this Ordinance, and to execute all required contracts and documents in connection therewith. Section 4. The Preliminary Official Statement is hereby approved and the previous use of the Preliminary Official Statement by the Purchaser in connection with the sale of the Series 1995 Bonds is hereby in all respects approved and confirmed. The preparation of a final Official Statement in the name of the City and its use in connection with the sale of the Series 1995 Bonds as set forth in the Agreement is hereby approved. The Mayor is authorized to execute such Official Statement on behalf of the City. Section 5. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Title 14, Chapter 234, Subchapter 2, and Chapter 235, Subchapter 2 of the Arkansas Code of 1987 Annotated, City of Van Buren, Arkansas Water and Sewer Revenue Refunding Bonds, Series 1995 are hereby authorized and ordered issued in the principal amount of $2,580,000 for the purpose of providing necessary funds for accomplishing the refunding of the Series 1989 Bonds, paying necessary expenses incidental thereto, funding a debt service reserve and paying necessary expenses relating to the authorization and issuance of the Series 1995 Bonds. 2 The Series 1995 Bonds shall mature on September 1 in the years and in the amounts and shall bear interest as follows: Year (September 1) Amount Interest Rate 1996 $90,000 3.85% 1997 145,000 4.05 1998 150,000 4.15 1999 160,000 4.30 2000 165,000 4.40 2001 170,000 4.50 2002 175,000 4.60 2003 190,000 4.75 2004 195,000 4.85 2005 205,000 4.95 2006 215,000 5.10 2007 230,000 5.25 2008 240,000 5.40 2009 250,000 5.50 The Series 1995 Bonds shall be issuable only as fully registered Bonds in the denomination of $5,000 or any integral multiple thereof. The Series 1995 Bonds shall be numbered from 1 upward in order of issuance. Each Series 1995 Bond shall have a CUSIP number but the failure of a CUSIP number to appear on any Series 1995 Bond shall not affect its validity. Each Series 1995 Bond shall be dated as of November 1, 1995. Interest on the Series 1995 Bonds shall be payable semiannually on March 1 and September 1 of each year, commencing March 1, 1996. Payment of each installment of interest shall be made to the person in whose name the Series 1995 Bond is registered on the registration books of the City maintained by Twin City Bank, North Little Rock, Arkansas, as Trustee and Paying Agent for the Series 1995 Bonds (herein referred to as the "Trustee at the close of business on the fifteenth day of the month (whether or not a business day) next preceding each interest payment date (the "Record Date irrespective of any transfer or exchange of the Series 1995 Bond subsequent to such Record Date and prior to such interest payment date. Interest payments shall be made by check mailed by the Trustee. Principal of the Series 1995 Bonds shall be payable at the corporate trust office of the Trustee. Each Series 1995 Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated unless it is authenticated on an interest payment date, in which event it shall bear interest from such date, or unless it is authenticated prior to the first interest payment date, in which event it shall bear interest from November 1, 1995, or unless it is authenticated during the period from the Record Date to the next 3 interest payment date, in which case it shall bear interest from such interest payment date, or unless at the time of authentication thereof interest is in default thereon, in which event it shall bear interest from the date to which interest has been paid. only such Series 1995 Bonds as shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in section 8 hereof duly executed by the Trustee shall be entitled to any right or benefit under this Ordinance. No Series 1995 Bond shall be valid and obligatory for any purpose unless and until such Certificate of Authentication shall have been duly executed by the Trustee, and such certificate of the Trustee upon any such Series 1995 Bond shall be conclusive evidence that such Series 1995 Bond has been authenticated and delivered under this Ordinance. The Trustee's Certificate of Authentication on any Series 1995 Bond shall be deemed to have been executed if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Series 1995 Bonds. In case any Series 1995 Bond issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and the Trustee shall authenticate and deliver a new Series 1995 Bond of like date, number, maturity and tenor in exchange and substitution for and upon cancellation of such mutilated Series 1995 Bond, or in lieu of and in substitution for such Series 1995 Bond destroyed or lost, upon the owner paying the reasonable expenses and charges of the City and Trustee in connection therewith, and, in the case of a Series 1995 Bond destroyed or lost, his filing with the Trustee evidence satisfactory to it that such Series 1995 Bond was destroyed or lost, and of his ownership thereof, and furnishing the City and Trustee with indemnity satisfactory to them. The Trustee is hereby authorized to authenticate any such new Series 1995 Bond. In the event any such Series 1995 Bond shall have matured, instead of issuing a new Series 1995 Bond, the City may pay the same without the surrender thereof. Upon the issuance of a new Series 1995 Bond under this Section, the City may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Section 6. The City shall cause books for the registration and for the transfer of the Series 1995 Bonds to be kept as provided herein and in the Series 1995 Bonds. The Trustee shall act as the bond registrar. Each Series 1995 Bond is transferable by the registered owner thereof or by his attorney duly authorized in writing at the principal office of the Trustee. Upon such transfer, a new fully registered Series 1995 Bond or Bonds of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in 4 exchange therefor. Series 1995 Bonds may also be exchanged upon request by the registered owner for Series 1995 Bonds of authorized denominations for the same aggregate principal amount. No charge shall be made to any owner of any Series 1995 Bond for the privilege of transfer or exchange, but any owner of any Series 1995 Bond requesting any such transfer or exchange shall pay any tax or other governmental charge required to be paid with respect thereto. Except as otherwise provided in the immediately preceding sentence, the cost of preparing each new Series 1995 Bond upon each exchange or transfer and any other expenses of the City or the Trustee incurred in connection therewith shall be paid by the City. The person in whose name any Series 1995 Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal or interest on any Series 1995 Bond shall be made only to or upon the order of the registered owner thereof or his legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 1995 Bond to the extent of the sum or sums so paid. Neither the City nor the Trustee shall be affected by any notice to the contrary. In any case where the date of maturity of interest on or principal of the Series 1995 Bonds or the date fixed for redemption of any Series 1995 Bond shall be a Saturday or Sunday or shall be in the State of Arkansas a legal holiday or a day on which banking institutions are authorized by law to close, then payment of interest or principal need not be made on such date but may be made on the next succeeding business day not a Saturday or Sunday or a legal holiday or a day upon which banking institutions are authorized by law to close with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after the date of maturity or date fixed for redemption. Section 7. The Series 1995 Bonds shall be executed on behalf of the City by the manual or facsimile signatures of the Mayor and City Clerk and shall have impressed, imprinted, engraved or lithographed thereon the seal of the City. The Series 1995 Bonds, together with interest thereon, are secured by and are payable solely from revenues derived from the System. System revenues are pledged and mortgaged for the equal and ratable payment of the Series 1995 Bonds. The pledge and mortgage of System revenues for payment of the Series 1995 Bonds is on a parity with the pledge and mortgage in favor of the Series 1993 Bonds. The Series 1995 Bonds and interest thereon shall not constitute an indebtedness of the City within any constitutional or statutory limitation. 5 Section 8. The Series 1995 Bonds and the Trustee's Certificate of Authentication shall be in substantially the following form and the Mayor and City Clerk are hereby expressly authorized and directed to make all recitals contained therein: (Form of Bond) REGISTERED REGISTERED No. UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF CRAWFORD CITY OF VAN BUREN WATER AND SEWER REVENUE REFUNDING BOND SERIES 1995 Interest Rate: Maturity Date: September 1, Dated Date: November 1, 1995 Registered Owner: Principal Amount: Dollars CUSIP No.: The City of Van Buren, County of Crawford, State of Arkansas (the "City for value received, hereby promises to pay, but solely from the source as hereinafter provided and not otherwise, to the Registered Owner shown above, or registered assigns, upon the presentation and surrender hereof at the principal corporate trust office of Twin City Bank, in North Little Rock, Arkansas, or its successor or successors, as Trustee and Paying Agent (herein referred to as the "Trustee on the Maturity Date shown above, the Principal Amount shown above, 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 public and private debts and to pay by check or draft to the Registered Owner hereof interest thereon, but solely from the source as hereinafter provided and not otherwise, in like coin or currency, from the date hereof at the Interest Rate per annum shown above, payable semiannually on each March 1 and September 1, commencing March 1, 1996, until payment of such principal sum or, if this bond or a portion hereof shall be duly called for redemption, until the date fixed for redemption, and to pay interest on overdue principal and interest (to the extent legally enforceable) at the rate borne by this bond. Payment of each installment of interest shall be made to the person in whose name this bond is registered on the registration books of the City maintained by the Trustee at the close of business on the fifteenth day of the month (whether or not a business day) next preceding each interest payment date (the "Record Date irrespective of any transfer or exchange of this bond subsequent to such Record Date and prior to such interest payment date. 6 This bond shall bear interest from the payment date next preceding the date on which it is authenticated unless it is authenticated on an interest payment date, in which event it shall bear interest from such date, or unless it is authenticated during the period from the Record Date to the next interest payment date, in which case it shall bear interest from such interest payment date, or unless it is authenticated prior to the first interest payment date, in which event it shall bear interest from the Dated Date shown above, or unless at the time of authentication hereof interest is in default hereon, in which event it shall bear interest from the date to which interest has been paid. This bond is one of an issue of the City of Van Buren, Arkansas Water and Sewer Revenue Refunding Bonds, Series 1995, aggregating Two Million Five Hundred Eighty Thousand Dollars ($2,580,000) in principal amount (the "Series 1995 Bonds and is issued for the purpose of paying a portion of the costs of providing for the refunding of the City's Water and Sewer Revenue Refunding and Construction Bonds, Series 1989, funding a debt service reserve and paying necessary expenses incidental thereto and to the authorization and issuance of the Series 1995 Bonds. The Series 1995 Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Title 14, Chapter 234, Subchapter 2, and Title 14, Chapter 235, Subchapter 2 of the Arkansas Code of 1987 Annotated, and pursuant to Ordinance No. duly adopted and approved on 1995 (the "Authorizing Ordinance and do not constitute an indebtedness of the City within any constitutional or statutory limitation. The Series 1995 Bonds are not general obligations of the City but are special obligations payable solely from the revenues derived from the operation of the City's municipal water and sewer system (the "System An amount of System revenues sufficient to pay the principal of and interest on the Series 1995 Bonds has been duly pledged and set aside into the 1995 Water and Sewer Revenue Bond Fund created by the Authorizing Ordinance. The Series 1995 Bonds are issued on a parity of lien, pledge, and security with the City's Water and Sewer Revenue Bonds, Series 1993 (the "Series 1993 Bonds The pledge of System revenues as security for the deposit into the 1995 Water and Sewer Revenue Bond Fund is on a parity with the prior pledge of System revenues to required deposits into the 1993 Water and Sewer Revenue Bond Fund created for the payment of the principal of and interest on the Series 1993 Bonds. Reference is hereby made to the Authorizing Ordinance for a detailed statement of the terms and conditions upon which the Series 1995 Bonds are issued, of the nature and extent of the security for the Series 1995 Bonds, and the rights and obligations of the City, the Trustee and the bondholders. The City has fixed and has covenanted to maintain rates for the services of the System which shall be sufficient at all times to provide for the proper and reasonable expenses of operation and maintenance of the System, for the 7 payment of the principal of and interest on all bonds payable from System revenues, including trustees' fees, if any, as the same become due and payable, establish and maintain debt service reserves, and make required deposits for the depreciation of the System. (REFERENCE IS HEREBY MADE TO FURTHER PROVISIONS OF THIS BOND ON THE REVERSE SIDE HEREOF WHICH HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE.) THE CITY HAS DESIGNATED THIS BOND AS A "QUALIFIED TAX EXEMPT OBLIGATION" WITHIN THE MEANING OF THE INTERNAL REVENUE CODE OF 1986. IN WITNESS WHEREOF, the City of Van Buren, Arkansas has caused this bond to be executed by its Mayor and City Clerk, their facsimile signatures thereunto duly authorized and its corporate seal to be impressed, lithographed or imprinted on this bond, all as of the Dated Date shown above. CITY OF VAN BUREN, ARKANSAS ATTEST: By (facsimile signature) (facsimile signature) Mayor City Clerk (SEAL) (Reverse Side of Bond) The Series 1995 Bonds are subject to optional redemption prior to maturity as follows: The Series 1995 Bonds or portions thereof are subject to redemption at the option of the City, on or after September 1, 2001, in whole at any time or in part, in inverse order of maturity (Series 1995 Bonds within a maturity to be selected by lot in such manner as the Trustee may determine) on any interest payment date, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date. Notice of redemption identifying the Series 1995 Bonds or portions thereof (which shall be $5,000 or a multiple thereof) to be redeemed and the date on which they shall be presented for payment shall be given by the Trustee, not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption, by mailing a copy of the redemption notice by first class mail, postage prepaid, to all registered owners of Series 1995 Bonds to be redeemed. Failure to mail an appropriate notice or any such notice to one or more registered owners of Series 1995 8 Bonds to be redeemed shall not affect the validity of the proceedings for redemption of other Series 1995 Bonds as to which notice of redemption is duly given in proper and timely fashion. All such Series 1995 Bonds or portions thereof thus called for redemption and for the retirement of which funds are duly provided in accordance with the Authorizing Ordinance prior to the date fixed for redemption will cease to bear interest on such redemption date. This bond is transferable by the registered owner hereof in person or by his attorney -in -fact duly authorized in writing at the principal corporate trust office of the Trustee, but only in the manner, subject to the limitation and upon payment of the charges provided in the Authorizing Ordinance, and upon surrender and cancellation of this bond. Upon such transfer a new fully registered bond or bonds of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. This bond is issued with the intent that the laws of the State of Arkansas shall govern its construction. The City and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the City nor the Trustee nor any paying agent shall be affected by any notice to the contrary. The Series 1995 Bonds are issuable only as fully registered bonds in the denomination of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges provided in the Authorizing Ordinance, Series 1995 Bonds may be exchanged for a like aggregate principal amount of Series 1995 Bonds of the same maturity of other authorized denominations. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Series 1995 Bonds do exist, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the Series 1995 Bonds, together with all obligations of the City, does not exceed any constitutional or statutory limitation; and that the above referred to revenues pledged to the payment of the principal of and interest on the Series 1995 Bonds as the same become due and payable will be sufficient in amount for that purpose. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Authorizing Ordinance until the Certificate of Authentication hereon shall have been signed by the Trustee. 9 (Form of Trustee's Certificate) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds designated Series 1995 Bonds in and issued under the provisions of the within mentioned Authorizing Ordinance. TWIN CITY BANK North Little Rock, Arkansas TRUSTEE BY Authorized Signature (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED, "Transferor hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. DATE: Transferor GUARANTEED BY: NOTICE: Signature(s) must be guaranteed by a member of or participant in the Securities Transfer Agents Medallion Program (STAMP), or in another signature guaranty program recognized by the Trustee. Section 9. The rates charged for water furnished by the System, fixed by Ordinance No. 10 -1991, and the rates charged for sewer services of the System heretofore fixed by Ordinance No. 2- 1993 (collectively, the "Rate Ordinances and the conditions, rights and obligations pertaining thereto, as set out in the Rate Ordinances, are hereby ratified, confirmed and continued. The City covenants that the rates shall never be reduced while any of the Series 1995 Bonds are outstanding unless there is obtained from an independent certified public accountant not in the 10 regular employ of the City a certificate that the net revenues of 411, the System (net revenues being defined as gross revenues less the expenses of operation, maintenance, and repair of the System, including all expense items (with the exception of depreciation, interest, and amortization expenses, which are specifically excluded) properly attributable to the operation, maintenance, and repair of the System under generally accepted accounting principles applicable to municipal water and sewer facilities), with the reduced rates, will always be equal to the amount required to be set aside for the Depreciation Fund and leave a balance equal to at least 130% of the aggregate average annual principal and interest requirements on all outstanding bonds payable from System revenues "System Bonds The City further covenants and agrees that the rates shall, if and when necessary, from time to time, be increased in such manner as will produce net revenues at least sufficient to provide the required deposits into the Depreciation Fund and to leave a balance equal to 130% of the aggregate average annual principal and interest requirements on all outstanding System Bonds. The balance required by each of the previous two sentences must be sufficient to pay principal and interest on all System Bonds, to pay any trustee, paying agent, or registrar fees, and make required deposits into any debt service reserve fund or account during the current and next ensuing fiscal year. Section 10. All provisions of Ordinance No. 3 -1993 (the "1993 Ordinance which authorized issuance of the Series 1993 Bonds, which are not inconsistent with the other provisions of this Ordinance are incorporated by reference into this Ordinance as though set out word for word herein. Section 11. (a) All revenues derived from the operation of the System shall be paid monthly into the special fund created by Ordinance No. 31 -1978 (the "1978 Ordinance and designated "Water and Sewer Fund." Moneys in the Water and Sewer Fund shall be applied to the payment of the reasonable and necessary expenses of operation, maintenance, and repair of the System, to the payment of the principal of and interest on System Bonds, to the maintenance of debt service reserves, to the providing of an adequate depreciation fund, and otherwise as described in the 1978 Ordinance, the 1993 Ordinance, and this Ordinance. (b) After making the monthly deposit from the Water and Sewer Fund into the Water and Sewer Operation and Maintenance Fund created by the 1978 Ordinance, there shall be transferred from the Water and Sewer Fund into the 1993 Water and Sewer Revenue Bond Fund (the "1993 Bond Fund created by the 1993 Ordinance, and into the 1995 Water and Sewer Revenue Bond Fund (the "1995 Bond Fund created below, the amounts required by the 1993 Ordinance (for the 1993 Bond Fund) and by this Ordinance (for the 1995 Bond Fund). The transfers to the 1993 Bond Fund and the 1995 Bond Fund shall be made on the first business day of each month and shall be on a parity with one another. 11 (c) A special fund is hereby created and designated "1995 Water and Sewer Revenue Bond Fund." The initial depository of the 1995 Bond Fund will be Mercantile Bank of Crawford County in Van Buren, Arkansas. Amounts credited to the 1995 Bond Fund shall be used for the purpose of providing funds for the payment of the principal of and interest on the Series 1995 Bonds, for Trustee's fees and as a debt service reserve (the "Debt Service Reserve The Debt Service Reserve shall be initially funded from the proceeds of the Series 1995 Bonds in an amount equal to the least of (i) maximum annual principal and interest requirements for the Series 1995 Bonds, or (ii) 1.25 times average annual principal and interest requirements for the Series 1995 Bonds, or (iii) 10% of the original proceeds of the Series 1995 Bonds (the "Required Level (d) The monthly deposit into the 1995 Bond Fund shall be in an amount equal to (i) in each month prior to March, 1996, the amount necessary to accumulate the March 1, 1996, interest payment on the Series 1995 Bonds in equal monthly installments, and thereafter a sum equal to 1/6 of the next installment of interest on the Series 1995 Bonds, plus (ii) in each month prior to September, 1996, an amount necessary to accumulate the September 1, 1996, principal payment on the Series 1995 Bonds in equal monthly installments, and thereafter an amount equal to 1/12 of the next installment of principal on the Series 1995 Bonds, plus (iii) the amount necessary to pay trustee's and paying agent's fees and expenses, plus (iv) if the Debt Service Reserve is not fully funded at the Required Level, a sum equal to 1/24 of the Required Level. (e) If the revenues of the System are insufficient to make the required payments on the first business day of the following month into the Series 1995 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 Bond Fund on the first business day of the next month. (f) If for any reason there shall be a deficiency in the payments made into the 1995 Bond Fund so that there are unavailable sufficient moneys therein to pay the principal of and interest on the Series 1995 Bonds as the same become due, any sums then held in the Debt Service Reserve shall be used to the extent necessary to pay such principal and interest. The Debt Service Reserve shall be used solely as herein provided, but the moneys therein may be invested as set forth hereinafter. (g) When the moneys held in the Series 1995 Bond Fund, including the Debt Service Reserve, shall be and remain sufficient to pay the principal of and interest on all Series 1995 Bonds then outstanding, and the Trustee's fees, the City shall not be obligated to make any further payments for deposit into the 1995 Bond Fund. 12 (h) All moneys in the Series 1995 Bond Fund shall be used solely for the purpose of paying the principal of and interest on the Series 1995 Bonds and the Trustee's fees, except as herein specifically provided. If a surplus shall exist in the Series 1995 Bond Fund over and above the amount required for making all principal and interest payments as due during the then next succeeding twelve months, with the Trustee's fees, and over and above the Required Level of the Debt Service Reserve, such surplus shall be (1) applied by the City to the payment of the principal of and interest on any System Bonds that may be called for redemption prior to maturity or (2) paid into the Water and Sewer Fund. (i) The Series 1995 Bonds shall be specifically secured by a pledge of all the revenues required to be placed in the 1995 Bond Fund. This pledge in favor of the Series 1995 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. (j) There shall be withdrawn from the 1995 Bond Fund at least two (2) days before the due date for the principal and /or interest on any Series 1995 Bond, at maturity or redemption prior to maturity, and deposited with the Trustee an amount equal to the amount of such Series 1995 Bond or interest due thereon for the sole purpose of paying the same. Section 12. The City hereby agrees that all payments of principal and interest on the Series 1995 Bonds shall be made only through the Trustee. All Series 1995 Bonds paid or purchased either at or before maturity shall be canceled when such payment or purchase is made. All unpaid interest maturing on or prior to the date of such payments of purchase shall continue to be payable to the respective registered owners thereof. Section 13. The Series 1995 Bonds shall be subject to redemption prior to maturity in accordance with the terms set out in the Series 1995 Bond form hereinabove. Section 14. As long as any of the Series 1995 Bonds are outstanding, the City shall not issue any bonds claimed to be entitled to a priority of lien on the revenues of the System over the lien securing the Series 1995 Bonds. The City reserves the right to issue additional bonds payable from revenues of the System to pay the cost of constructing any future extensions, betterments and improvements to the System, or to refund outstanding bonds payable from revenues of the System. The City shall not authorize or issue any additional System Bonds ranking on a parity with the Series 1995 Bonds unless and until there shall have been procured and filed with the Trustee and City Clerk a statement by an independent certified public accountant not 13 in the regular employ of the City reciting the opinion, based upon necessary investigation, that net revenues of the System (net 0 revenues being gross revenues of the System less the amounts required to pay the costs of operation, maintenance and repair of the System under generally accepted accounting principles applicable to municipal water and sewer facilities other than depreciation, interest and amortization expenses) for the fiscal year immediately preceding the fiscal year in which it is proposed to issue such additional Bonds shall equal not less that 140% of the maximum annual principal and interest requirements on all the then outstanding System Bonds and the additional System Bonds then proposed to be issued. In making the computation set forth above, the City, and the independent certified public accountant on behalf of the City, may, based upon the opinion or report of a registered professional engineer not in the regular employ of the City, treat any increase in rates for the System enacted subsequent to the first day of such preceding fiscal year as having been in effect throughout such fiscal year and may include in gross revenues for such fiscal year the amount that would have been received, based on such opinion or report, had the increase been in effect throughout such fiscal year. The City may also issue additional System Bonds subordinate in security to the Series 1995 Bonds. Section 15. Any Series 1995 Bond shall be deemed to be paid within the meaning of this Ordinance when payment of the principal of and interest on such bond (whether at maturity or upon redemption as provided herein, or otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment (1) cash fully insured by the Federal Deposit Insurance Corporation or fully collateralized, sufficient to make such payment or (2) direct non callable obligations of the United States of America (provided that such deposit will not affect the tax exempt status of the interest on any of the Series 1995 Bonds or cause any of the Series 1995 Bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code as set forth in an opinion of counsel nationally recognized with respect to obligations the interest on which is exempt from federal income, which opinion is acceptable to the Trustee), maturing as to principal and interest in such amount and at such times as will provide sufficient moneys to make such payment, and all necessary and proper fees, compensation and expenses of the trustee and any paying agent for the System Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. In determining the sufficiency of the deposit of the United States obligations there will be considered the principal amount of such obligations 0 14 and interest to be earned thereon until the maturity of the obligations. On the payment of any Series 1995 Bonds within the meaning of this Ordinance, the Trustee shall hold in trust, for the benefit of the owners of such bonds, all such moneys and /or securities. When all the Series 1995 Bonds shall have been paid within the meaning of this Ordinance and if any arbitrage rebate due the United States under Section 148 of the Code has been paid or provided for to the satisfaction of the Trustee, the Trustee shall take all appropriate action to cause (i) the pledge and lien of this Ordinance in favor of the Series 1995 Bonds to be discharged and cancelled, and (ii) all moneys held by it pursuant to this Ordinance and which are not required for the payment of such Series 1995 Bonds to be paid over or delivered to or at the direction of the City. Section 16. (a) If there be any default in the payment of the principal of or interest on any Series 1995 Bond, or if the City defaults in any 1995 Bond Fund requirement or in the performance of any of the other covenants contained and set forth in this Ordinance, the Trustee may, and upon the written request of the registered owners of not less than twenty percent (20 in principal amount of Series 1995 Bonds then outstanding shall, by proper suit, compel the performance of the duties of the officials of the City under the laws of Arkansas. And, in the case of a default in the payment of the principal of and interest on any of the outstanding Series 1995 Bonds, the Trustee may, and upon the written request of registered owners of not less than twenty percent (20 in principal amount of Series 1995 Bonds then outstanding shall, 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 registered owners of the Series 1995 Bonds 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 System Bonds and interest outstanding and to apply the revenues in conformity with the laws of Arkansas and 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. (b) No registered owner of any of the outstanding Series 1995 Bonds shall have any right to institute any suit, action, mandamus or other proceeding in equity or in law for the protection or enforcement of any right under this Ordinance or under the laws of Arkansas, unless such registered owner previously shall have given to the Trustee written notice of the default on account of which such suit, action or proceeding is to be taken, and unless the registered owners of not less than ten percent (10 in principal amount of the Series 1995 Bonds then outstanding shall 0 15 have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers herein granted or granted by the laws of Arkansas, or to institute such action, suit or proceeding in its name, and unless, also, there shall have been offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee shall have refused or neglected to comply with such request within a reasonable time. Such notification, request, and offer of indemnity are, at the option of the Trustee, conditions precedent to the execution of any remedy. No one or more registered owners of the Series 1995 Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Ordinance, or to enforce any right hereunder, except in the manner herein provided. All proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all registered owners of the outstanding Series 1995 Bonds. Any individual rights of action or other right given to one or more of such registered owners by law are restricted by this Ordinance to the rights and remedies herein provided. (c) All rights of action under this Ordinance or under any of the Series 1995 Bonds secured hereby, enforceable by the Trustee, may be enforced by it without the possession of any of the Series 1995 Bonds, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the registered owners of Series 1995 Bonds, subject to the provisions of this Ordinance. (d) No remedy conferred upon or reserved to the Trustee or the registered owners of the Series 1995 Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or by law. (e) No delay or omission of the Trustee or any registered owners of the Series 1995 Bonds 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 such default or an acquiescence therein; and every power and remedy given by this Ordinance to the Trustee and to the registered owners of the Series 1995 Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. (f) The Trustee may, and upon the written request of the registered owners of not less than a majority in principal amount of the Series 1995 Bonds then outstanding shall, waive any default which shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted under the provisions of this Ordinance or before the completion of the 16 enforcement of any other remedy, but no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. (g) In any proceeding to enforce the provisions of this Ordinance, any plaintiff bondholder shall be entitled to recover from the City all costs of such proceeding, including reasonable attorneys' fees. Section 17. The Trustee shall only be responsible for the exercise of good faith and reasonable prudence in the execution of its trust. The recitals in this Ordinance and in the face of the Series 1995 Bonds are the recitals of the City and not of the Trustee. The Trustee shall not be required to take any action as Trustee unless it shall have been requested to do so in writing by the registered owners of not less than ten percent (10%) in principal amount of the Series 1995 Bonds then outstanding and shall have been offered reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby. The Trustee may resign at any time by sixty (60) days' notice in writing to the City Clerk and the owners of the Series 1995 Bonds, which resignation shall not take effect prior to the appointment and acceptance of a new trustee, and the majority in principal amount of the owners of the outstanding Series 1995 Bonds at any time, with or without cause, may remove the Trustee. In the event of a vacancy in the office of Trustee, either by resignation or by removal, the majority in principal amount of the registered owners of the Series 1995 Bonds outstanding may appoint a new Trustee, such appointment to be evidenced by a written instrument or instruments filed with the City Clerk. If the majority in principal amount of the registered owners of the Series 1995 Bonds outstanding shall fail to fill a vacancy within thirty (30) days after the same shall occur, then the City shall forthwith designate a new Trustee by a written instrument filed in the office of the City Clerk. The new Trustee shall be a bank or a trust company in good standing located in or incorporated under the laws of the State of Arkansas, duly authorized to exercise trust powers and subject to examination by federal or State of Arkansas authority, having a reported capital and surplus of not less than $10,000,000. A "subsidiary trust company" within the meaning of the Bank Holding Company Subsidiary Trust Company Formation Act of 1989 (Ark. Code Ann. 23 -32 -1901 et. seq.), shall be deemed to have capital and surplus equal to its capital and surplus plus the capital and surplus of its owning bank holding company. The Trustee and any successor Trustee shall file a written acceptance and agreement to execute the trust imposed upon it or them by this Ordinance, but only upon the terms and conditions set forth in this Ordinance, and subject to the provisions of this Ordinance, to all of which the respective registered owners of the Series 1995 Bonds agree. Such written acceptance shall be filed with the City Clerk and a copy thereof shall be placed in the Series 1995 Bond transcript. Any 17 successor Trustee shall have all the powers herein granted to the former Trustee. Section 18. When the Series 1995 Bonds have been executed, they shall be authenticated by the Trustee and the Trustee shall deliver the Series 1995 Bonds to the Purchaser upon payment in cash of the Purchase Price, including accrued interest "total sale proceeds The City will simultaneously deposit with the Trustee the entire amount held for the credit of the bond fund being maintained in connection with the Series 1989 Bonds (the "Series 1989 Bond Fund including the debt service reserve therein. The total sale proceeds and amounts transferred from the Series 1989 Bond Fund (collectively "Available Moneys shall be applied as hereinafter set forth. The accrued interest shall be deposited into the 1995 Bond Fund. The amount necessary to provide for the retirement of the Series 1989 Bonds shall be deposited in trust with Mercantile Bank of Crawford County (formerly First National Bank of Crawford County), trustee for the holders of the Series 1989 Bonds. The deposit shall be made pursuant to an escrow deposit agreement providing for the amount deposited to be invested and applied to the payment as due at maturity, and upon redemption prior to maturity on March 1, 1996, of the principal of, interest on and redemption price in connection with the Series 1989 Bonds. An amount equal to the Required Level of the Debt Service Reserve shall be deposited to the credit of the Debt Service Reserve in the 1995 Bond Fund. The remainder of the Available Moneys shall be deposited into a special account with the Trustee in the name of the City designated "Water and Sewer Revenue Refunding Bond Cost of Issuance Fund, Series 1995 (the "Cost of Issuance Fund The moneys in the Cost of Issuance Fund shall be disbursed solely in payment of the costs of issuing the Series 1995 Bonds and providing for the retirement of the Series 1989 Bonds. Disbursements shall be made either on the basis of delivery instructions signed by the Mayor on the date of issuing the Series 1995 Bonds or requisitions which shall contain at least the following information: the person to whom payment is being made; the amount of the payment and the purpose of the payment. Each requisition must be signed by the agent designated by the Water and Sewer Commission of the City. The Trustee shall issue its check to the persons, firms, or corporations designated in the delivery instructions or a requisition. The Trustee shall keep accurate records as to all payments made on the basis of requisitions. When all required expenditures from the Cost of Issuance Fund have been paid, this fact shall be evidenced by a certificate signed by the person occupying the highest managerial position of the System. A copy of the certificate shall be filed with the Trustee, and the Trustee shall transfer any remaining balance in the Cost of Issuance Fund to the 1995 Bond Fund. Section 19. (a) Moneys held for the credit of all funds created by this Ordinance may be invested and reinvested in (i) 0 18 direct or fully guaranteed obligations of the United States of America (including any such securities issued or held in book -entry form on the books of the Department of the Treasury of the United States of America) "Government Securities (ii) in time deposits or certificates of deposit of banks, including the Trustee, which are insured by the FDIC, or, if in excess of insurance coverage, collateralized by Government Securities, or (iii) in money market funds comprised exclusively of investments described in clause (i) "Permitted Investments (b) Moneys held for the credit of the Debt Service Reserve in the 1995 Bond Fund shall be invested and reinvested pursuant to the direction of the City in Permitted Investments, all of which shall mature, or which shall be subject to redemption by the holder thereof, at the option of such holder, not later than five (5) years after the date of investment or the maturity date of the Series 1995 Bonds, whichever is earlier. (c) Moneys held for the credit of the 1995 Bond Fund (other than the Debt Service Reserve) shall be invested and reinvested pursuant to the direction of the City in Permitted Investments which shall mature, or which shall be subject to redemption by the holder thereof, at the option of such holder, not later than the next payment date for interest or principal and interest on the Series 1995 Bonds. (d) Moneys held for the credit of any other fund may be invested an reinvested pursuant to the direction of the City in Permitted Investments or other investments as may, from time to time, be permitted by law, which shall mature, or which shall be subject to redemption by the holder thereof, at the 'option of such holder, not later than the date or dates when the moneys held for the credit of the particular fund will be required for the purposes intended. (e) Permitted Investments held in the Debt Service Reserve shall be valued no less frequently than annually and any amounts held therein in excess of the Required Level shall be transferred to the 1995 Bond Fund. (f) Obligations so purchased as an investment of moneys in any fund shall be deemed at all times to be a part of such fund and the interest accruing thereon and any profit realized from such investments shall be credited to such fund, and any loss resulting from such investment shall be charged to such fund, except that moneys in the Debt Service Reserve in excess of the Required Level shall be transferred promptly from the Debt Service Reserve into the 1995 Bond Fund. Amounts so transferred shall be credited against the City's obligation to make payments into the 1995 Bond Fund. 0 19 Section 20. (a) The City covenants that it shall not take any action or suffer or permit any action to be taken or condition to exist which causes or may cause the interest payable on the Series 1995 Bonds to be subject to federal income taxation pursuant to existing laws on the date of issuance. Without limiting the generality of the foregoing, the City covenants that the proceeds of the sale of the Series 1995 Bonds will not be used directly or indirectly in such manner as to cause the Series 1995 Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code (b) The City represents that it has not used or permitted the use of, and covenants that it will not use or permit the use of the System or the proceeds of the Series 1995 Bonds, in such manner as to cause the Series 1995 Bonds to be "private activity bonds" within the meaning of Section 141 of the Code. (c) The Series 1995 Bonds are hereby designated as "qualified tax exempt obligations" within the meaning of the Code. The City represents and covenants that the aggregate principal amount of its tax exempt obligations, including those of its subordinate entities, issued in calendar year 1995 has not exceeded $5,000,000. The City further covenants and represents that it does not reasonably expect that it and all subordinate entities will issue tax exempt obligations (not including "private activity bonds" within the meaning of Section 141 of the Code), in amounts exceeding $5,000,000 in calendar year 1995. Section 21. (a) The City covenants that it will take no action which would cause the Series 1995 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (b) The City covenants that it will submit to the Secretary of the Treasury of the United States, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Series 1995 Bonds are issued, a statement concerning the Series 1995 Bonds which contains the information required by Section 149(e) of the Code. Section 22. (a) The terms of this Ordinance shall constitute a contract between the City and the owners of the Series 1995 Bonds and no variation or change in the undertakings herein set forth shall be made while any of the Series 1995 Bonds are outstanding, except as hereinafter set forth in subsections (b) and (c), and the owner of any Series 1995 Bond may at any time for and on his own behalf or for and on behalf of all Bondholders enforce the obligations of the City by a proper suit for that purpose. (b) The Trustee may consent to any variation or change in this Ordinance to cure any ambiguity, defect or omission in this Ordinance or any amendment hereto, which in the opinion of the Trustee is not materially adverse to the interests of owners, 20 without the consent of the owners of the outstanding Series 1995 Bonds. (c) The owners of not less than seventy -five percent (75 in aggregate principal amount of the Series 1995 Bonds then outstanding shall have the right, from time to time, anything contained in this Ordinance to the contrary notwithstanding, to consent to and approve the adoption by the City of such ordinance supplemental hereto as shall be necessary or desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Ordinance or in any supplemental ordinance; provided, however, that nothing contained in this Section shall permit or be construed as permitting (a) an extension of the maturity of the principal of or the interest on any Series 1995 Bond issued hereunder, or (b) a reduction in the principal amount of any Series 1995 Bond or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of revenues other than the pledge created by this Ordinance as now adopted, or (d) a privilege or priority of any Series 1995 Bond or Bonds over any other Series 1995 Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Series 1995 Bonds required for consent to such supplemental ordinance. Section 23. The City covenants that it will, in compliance with the requirements of Section 148(f) of the Code, pay with moneys in the Water and Sewer Fund to the United States Government in accordance with the requirements of Section 148(f) of the Code, from time to time, an amount equal to the sum of (1) the excess of (A) the amount earned on all Non purpose Investments (as therein defined) attributable to the Series 1995 Bonds, other than investments attributable to such excess over (B) the amount which would have been earned if such Non- purpose Investments attributable to the Series 1995 Bonds were invested at a rate equal to the Yield (as defined in the Code) on the Series 1995 Bonds, plus (2) any income attributable to the excess described in (1), subject to the exceptions set forth in Section 148 of the Code. The City further covenants that in order to assure compliance with its covenants herein, it will employ a qualified consultant to advise the City in making the determination required to comply with this Section. Anything herein to the contrary notwithstanding, the City need not comply with this provision if in the opinion of Bond Counsel filed with the Trustee, the failure to comply would not affect the tax exempt status of interest on the Series 1995 Bonds for federal income tax purposes. Section 24. It is understood and agreed that the Water and Sewer Commission of the City, 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 System revenues. Therefore, it is understood and agreed that even though there are some express references to the Water and Sewer Commission of the City, all references herein to the City shall, when appropriate in 21 view of the authority and responsibility of the Water and Sewer Commission of the City, be construed to mean and include the Water and Sewer Commission of the City. Section 25. The City shall cause proper books of accounts and records to be kept (separate from all other records and accounts) in which complete and correct entries shall be made of all transactions relating to the operation of the System, and such books shall be available for inspection by the owner of any of the Series 1995 Bonds at reasonable times and under reasonable circumstances. The City agrees 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 Trustee and made available to the registered owners of the Series 1995 Bonds requesting the same in writing. In the event that the City fails or refuses to make the audit, the Trustee or any registered owner of the Series 1995 Bonds may have the audit made, and the cost thereof shall be charged against the Water and Sewer Operation and Maintenance Fund. Section 26. Satisfactory evidence of the insurance to be maintained on properties of the System as required by Section 23 of the 1993 Ordinance shall be furnished to the Trustee and the insurance policies shall carry a clause making the payable to the Trustee as its interest may appear. Section 27. The provisions of this Ordinance are hereby declared to be separable and if any provision shall for any reason be held illegal and invalid, it shall not affect the validity of the remainder of the Ordinance. Section 28. On the date of issuance of the Series 1995 Bonds, all funds and accounts being held in accordance with the provisions of Ordinance No. 18 -1989 of the City (the ordinance authorizing the Series 1989 Bonds) (except for the bond fund, including the debt service reserve therein) shall be transferred to the corresponding funds and accounts created in this Ordinance. Section 29. Ordinance No. 18 -1989 is hereby repealed. All other ordinances and parts of ordinances in conflict herewith are hereby repealed to the extent of the conflict. 22 PASSED: 30 1995. APPROVED: ATTEST: 41 y M yor y Clerk (SEAL) 0 23