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2585 ORDINANCE NO. X`�Kf AN ORDINANCE AUTHORIZING THE ISSUANCE OF PUBLIC UTILITY SYSTEM REVENUE BONDS, SERIES 2021; AUTHORIZING A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING THE SALE OF THE BONDS AND THE EXECUTION OF A BOND PURCHASE AGREEMENT; PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of West Memphis, Arkansas (the "City") owns a water, sewer and electric utility system (the "System"), which is operated by the City's Utility Commission (the "Commission"); and WHEREAS, the City Council of the City and the Commission have determined that betterments and improvements to the water and sewer facilities of the System (the "Improvements")are necessary in order to make the services thereof adequate for the needs of the City; and WHEREAS, all or a portion of the costs of the Improvements can be financed by the issuance of City of West Memphis, Arkansas Public Utility System Revenue Bonds, Series 2021, in the aggregate principal amount of$29,305,000 (the "Bonds"); and WHEREAS, arrangements have been made for the sale of the Bonds to Stephens Inc. (the "Purchaser"), at a price of$30,296,784.15 (principal amount plus $1,358,096.65 of net original issue premium less $366,312.50 of underwriter's discount) (the "Purchase Price"), pursuant to a Bond Purchase Agreement between the Purchaser and the City(the "Purchase Agreement"); and WHEREAS, payment of the scheduled principal of and interest on the Bonds when due will be guaranteed by Build America Mutual Assurance Company (the "Insurer") pursuant to a municipal bond insurance policy issued by the Insurer(the "Insurance Policy"); and WHEREAS, the Insurer will also issue a municipal bond debt service reserve insurance policy(the "Reserve Policy") in order to provide a debt service reserve for the Bonds; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of West Memphis, Arkansas as follows: Section 1. The issuance of the Bonds in the aggregate principal amount of$29,305,000 is hereby authorized. The Bonds shall bear interest at the rates and shall mature on December 1 in the amounts and in the years as follows: Year Principal Interest (December 1) Amount Rate 2022 $ 475,000 4.000% 2023 610,000 4.000 2024 635,000 4.000 2025 660,000 4.000 2026 685,000 4.000 2027 715,000 4.000 2028 745,000 4.000 2029 770,000 3.000 2030 795,000 3.000 2031 820,000 3.000 2032 845,000 3.000 2033 870,000 3.000 2034 895,000 3.000 2035 920,000 3.000 2036 950,000 3.000 2041 5,200,000 3.000 2046 5,955,000 2.500 2051 6,760,000 2.625 Section 2. The offer of the Purchaser for the purchase of the Bonds from the City at the Purchase Price is hereby accepted and the Purchase Agreement, in substantially the form submitted at this meeting, is approved and confirmed and the Bonds are hereby sold to the Purchaser. The Mayor is hereby authorized and directed to execute and deliver the Purchase Agreement on behalf of the City and to take all action required on the part of the City to fulfill its obligations under the Purchase Agreement. Section 3. To prescribe the terms and conditions upon which the Bonds are to be executed, authenticated, delivered, issued, accepted, held and secured, the Mayor and City Clerk are hereby authorized and directed to execute and acknowledge a Trust Indenture(the"Indenture"), by and between the City and Bank OZK, Little Rock, Arkansas (the "Trustee"). The Indenture is hereby approved in substantially the form submitted at this meeting,and the Mayor and City Clerk are hereby authorized to execute and deliver the Indenture with such modifications as shall be approved by the Mayor and City Clerk, their execution to constitute conclusive evidence of such approval. Section 4. The preparation and distribution, to various prospective and actual purchasers of the Bonds, of the Preliminary Official Statement and final Official Statement describing the City,the Bonds, the Indenture and other information, is hereby authorized, and the Preliminary Official Statement is approved in the form submitted at this meeting. The previous use of the Preliminary Official Statement by the Purchaser in connection with the sale of the Bonds is hereby ratified, approved and confirmed. The execution of the Preliminary Official Statement and final Official Statement by the Mayor, for and on behalf of the City,is hereby authorized. The action of the Mayor to "deem final" the Preliminary Official Statement in accordance with Securities and Exchange Commission Rule 15c2-12(b)(5) is hereby authorized. 2 Section 5. The Continuing Disclosure Agreement (the "Disclosure Agreement"), between the City and the Trustee,providing for the disclosure obligations of the City with respect to the Bonds, in substantially the form submitted at this meeting, is approved and the Mayor is hereby authorized and directed, for and on behalf of the City,to execute and deliver the Disclosure Agreement. Section 6. The Debt Service Reserve Agreement, between the City and the Insurer, relating to the Reserve Policy (the "Reserve Agreement"), in substantially the form submitted at this meeting, is hereby approved, and the Mayor and the City Clerk are hereby authorized and directed to execute and deliver the Reserve Agreement on behalf of the City. The Mayor and other officers of the City are authorized to execute and deliver such undertakings as may be appropriate to the securing of the Insurance Policy and the Reserve Policy. Section 7. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the Indenture; the execution and delivery of the Purchase Agreement; the execution and delivery of the Disclosure Agreement;the execution and delivery of the Reserve Agreement;the execution, delivery and distribution of a final Official Statement; and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance. The Mayor and City Clerk are hereby further authorized and directed, for and on behalf of the City,to execute all papers, documents, certificates and other instruments that may be required for the carrying out of such authority as to evidence the exercise thereof. Section 8. The current water, sewer and electric rates charged for services of the System are hereby ratified, confirmed and continued. Section 9. The City Clerk shall maintain, in the permanent records of the City, for inspection by any interested person, a copy of the Indenture, Preliminary Official Statement, final Official Statement,Disclosure Agreement, Reserve Agreement and Purchase Agreement. Section 10. Following adoption,this Ordinance shall be posted in the following public places in the City:District Court of West Memphis,West Memphis Public Library,West Memphis Utilities, West Memphis City Hall and West Memphis Civic Center. This Ordinance shall also be posted at the Crittenden County Courthouse. Section 11. The Mayor is hereby authorized and directed to work with Friday,Eldredge & Clark, LLP, as bond counsel, to develop, adopt and implement written procedures to monitor compliance with federal tax requirements with respect to tax-exempt obligations of the City. The Mayor is further authorized to appoint a Responsible Person who will have primary responsibility for monitoring post-issuance tax compliance. Section 12. The provisions of this Ordinance are hereby declared to be severable and if any provision shall for any reason be held illegal or invalid, such holding shall not affect the validity of the remainder of the Ordinance. Section 13. All ordinances and resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. 3 i Section 14. It is hereby ascertained and declared that the Improvements are immediately needed for the preservation of the public peace, health and safety and to remove existing hazards thereto. The Improvements cannot be accomplished without the issuance of the Bonds, which cannot be sold as specified herein unless this Ordinance is immediately effective. Therefore, it is declared that an emergency exists and this Ordinance being necessary for the preservation of the public peace, health and safety shall be in force and take effect immediately upon and after its passage. ADOPTED: September 2, 2021 APPROVED: By: Mayor ATTEST: By: Clerk (SEAL) 4 CERTIFICATE The undersigned, City Clerk of the City of West Memphis, Arkansas (the "City"), hereby certifies that the foregoing pages are a true and correct copy of Ordinance No. , adopted at a regular session of the City Council of the City, held at the regular meeting place of the City Council of the City at 1:00 p.m.,on the 2nd day of September,2021,and that said Ordinance is of record in Ordinance Record Book No45 9 T of the City, now in my possession. GIVEN under my hand and seal this 2nd day of September, 2021. rty erk (SEAL) RCEICe�ENED C#Y �S '