0788RESOLUTION NO. TSS (#11 - 2019)
A RESOLUTION APPROVING SECOND ADDENDUM TO WATER
PURCHASE CONTRACT BETWEEN LONOKE WHITE PUBLIC WATER
AUTHORITY OF THE STATE OF ARKANSAS AND THE CITY OF
JACKSONVILLE, ARKANSAS; AUTHORIZING THE MAYOR TO EXECUTE
SUCH ADDENDUM; AND PRESCRIBING OTHER MATTERS RELATING
THERETO
WHEREAS, the City of Jacksonville ("Jacksonville") is a participating
utility in the Lonoke White Public Water Authority of the State of Arkansas
("LWPWA"); and
WHEREAS, LWPWA and Jacksonville entered into a Water Purchase
Contract (the "Agreement's dated November 9, 2010, (the "Original Contract',
as amended by an Addendum to Water Purchase Contract dated December 1,
2011, (the "First Addendum', pursuant to which LWPWA sells water on a
wholesale basis to Jacksonville and Jacksonville buys such water from LWPWA;
and
WHEREAS, LWPWA and Jacksonville hereto desire to further clarify
Jacksonville's obligation to purchase water under the Original Contract, as
amended by the First Addendum, and does so by this Second Addendum herein
(collectively, the 'Contract").
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City
of Jacksonville, State of Arkansas:
Section 1. The Second Addendum, in substantially the form presented
at the meeting at which this Resolution is addressed, between LWPWA and
Jacksonville is hereby approved.
Section 2. Jacksonville is authorized to enter into the Second
Addendum, and the Mayor of the City of Jacksonville, Arkansas, is authorized to
execute the Addendum and take such actions as may be appropriate to carry out
the terms of this Resolution.
Section 3. Action heretofore taken by the Mayor of the City of
Jacksonville, Arkansas, and consistent with, and necessary to effect, the
purposes of this Resolution is hereby authorized and ratified.
Section 4. This Resolution, being necessary for the preservation of the
public health and safety, shall be in effect on its adoption.
RESOLUTION NO. 788 (#11- 2019)
PAGE TWO
APPROVED AND ADOPTED THIS 3RD DAY OF OCTOBER 2019.
ATTEST:
DAVIT, CITY CLERK
AP.PRQVED AS TO FORM:
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ANIE FRIEDMAN, CITY AT-FORNEY
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MAYOR BOB JOHNSON
SECOND ADDENDUM TO WATER PURCHASE CONTRACT
THIS SECOND ADDENDUM TO WATER PURCHASE CONTRACT (this "Second
Addendum"), made and entered into as of the day of , 2019, by and between
Lonoke/White Public Water Authority of the State of Arkansas (the "Seller"), and the City of
Jacksonville, Arkansas (the "Purchaser");
WITNESSETH:
WHEREAS, the parties hereto have entered into a Water Purchase Contract dated as of
November 9, 2010 (the "Original Contract"), as amended by an Addendum to Water Purchase
Contract dated as of December 1, 2011 (the "First Addendum"), pursuant to which the Seller sells
water on a wholesale basis to the Purchaser and the Purchaser purchases such water from the Seller;
and
WHEREAS, the parties hereto desire to clarify the Purchaser's obligations to make
payments under the Original Contract, as amended by the First Addendum and by this Second
Addendum (collectively, the "Contract"); and
WHEREAS, the Seller has determined to refund certain bonds (the "USDA Bonds") that
are owned by the United States Department of Agriculture — Rural Development ("USDA"); and
WHEREAS, the parties hereto desire to remove certain rights of USDA since the USDA
Bonds will no longer be outstanding and thus USDA will no longer own bonds issued by the Seller;
and
WHEREAS, the parties hereto desire to enter into this Second Addendum in order to
accomplish the foregoing;
NOW, THEREFORE, for and in consideration of the foregoing and the mutual agreements
hereinafter set forth, including the original terms, covenants, privileges, and conditions set forth in
the Original Contract and the First Addendum (as further amended hereby), and in further
consideration of the continuing and enhanced performance of the Contract on the part of each of
the parties, it is understood and agreed that the Original Contract, as amended by the First
Addendum, is hereby further amended as follows:
1. Paragraph C.5.b.4. shall be amended to read as follows:
"4. Subject to the provisions of Paragraph C.10. (Funding of Purchaser) hereof, to
exercise all other remedies of every nature that may be available to Seller either at
law or in equity that may arise as a result of the default of Purchaser under this
Contract."
2. Paragraph C.6.2. (Retention of Existing Water Purchase Contracts) shall be
amended (effective on the date that the USDA Bonds are refunded, redeemed, retired, or otherwise
paid in full) to read as follows:
"6.2. (Retention of Existing Water Purchase Contracts) That Purchaser has the
ability to retain existing water purchase contracts that are required for it to meet its
water demands."
3. A new paragraph provision, Paragraph C.10. (Funding of Purchaser), shall be
inserted and added and shall read as follows:
"10. (Funding of Purchaser) The parties hereto agree that all Purchaser revenues
associated with the funding of the Contract shall be derived solely from revenues
generated by the sale of Purchaser's water to its customers and that except for a
pledge of said revenues that Purchaser does not otherwise further guarantee the
obligations hereunder with its full faith and credit."
4. Paragraph C.8.2. is hereby deleted in its entirety. This provision shall be effective
on the date that the USDA Bonds are refunded, redeemed, retired, or otherwise paid in full.
5. The Original Contract, as amended by the First Addendum and as further amended
hereby, is in all respects ratified, confirmed and continued for the benefit of the parties hereto and
shall remain in full force and effect through the effective term of the Contract.
IN WITNESS WHEREOF, the parties hereunto, acting under the authority of their
respective governing bodies, have caused this Second Addendum to be executed in counterparts,
each of which will constitute originals, as of the date first hereinabove written.
[Signature page to follow.]
ATTEST:
ATTEST
City Clerk
Secretary
CITY OF JACKSONVILLE, ARKANSAS,
as Purchaser
Mayor
LONOKE/WHITE PUBLIC WATER
AUTHORITY OF THE STATE OF
ARKANSAS
President