0635 000032
RESOLUTION NO. 635 ( #14 - 2009)
A RESOLUTION AUTHORIZING THE MAYOR AND CITY COUNCIL OF THE
CITY OF JACKSONVILLE, ARKANSAS, IN COOPERATION WITH THE
UNDERWRITER AND BOND COUNSEL, TO PROCEED WITH MATTERS
PRELIMINARY TO THE ISSUANCE OF APPROXIMATELY EIGHTEEN
MILLION TWO HUNDRED THOUSAND DOLLARS ($18,200,000.00)
PRINCIPAL AMOUNT OF CAPITAL IMPROVEMENT CONSTRUCTION AND
REFUNDING REVENUE BONDS, IN ONE OR MORE SERIES OF BONDS,
TO FINANCE IMPROVEMENTS, BETTERMENTS AND EXTENSIONS TO
THE JACKSONVILLE SEWER SYSTEM; TO REFUND CERTAIN
OUTSTANDING DEBT OF THE SEWER SYSTEM; TO PREPARE AND
CIRCULATE A PRELIMINARY OFFICIAL STATEMENT AND RELATED
DOCUMENTS; DECLARING ITS INTENTION TO REIMBURSE ITSELF FOR
QUALIFYING EXPENDITURES FROM THE PROCEEDS OF THE BONDS;
AND PRESCRIBING OTHER MATTERS RELATING THERETO.
WHEREAS, the Board of Commissioners of the Jacksonville Sewer
Commission (the "Commission ") has determined previously that it is in the best
interest of the City of Jacksonville (the "City") to issue Capital Improvement
Construction Revenue Bonds (the "Construction Bonds ") for the purpose of
financing betterments, improvements and extensions to the City's existing sewer
system (the "System"), to fund a debt service reserve, and to pay the costs of
issuing the Construction Bonds;
WHEREAS, the Commission has also determined previously that it may be
beneficial to refund certain outstanding debt of the System through the issuance
of Capital Improvement Refunding Revenue Bonds (the "Refunding Bonds," and
together with the Construction Bonds, the "Bonds "), to fund a debt service
reserve, and to pay the costs of issuing the Refunding Bonds; and,
WHEREAS, in order to provide for the issuance and sale of the Bonds, the
Commission has recommended that the City authorize the planning for,
documentation, and marketing of the Bonds, to ratify the selections of Stephens
Inc., as Underwriter, and Wright, Lindsey & Jennings LLP, as Bond Counsel, to
provide for the preparation of a Preliminary Official Statement and other related
documents, and to evidence its intention to reimburse itself for qualifying
expenditures from the proceeds of the Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF JACKSONVILLE, ARKANSAS, AS FOLLOWS:
SECTION ONE :: Such preliminary actions as are determined to be
necessary by the City are hereby authorized for the planning for, documentation
and marketing of approximately Thirteen Million Eight Hundred Thousand Dollars
($13,800,000.00) in aggregate principal amount of Capital Improvement
Construction Revenue Bonds to finance improvements, betterments, and
extensions to the System (the "Improvements "), to fund a debt service reserve
account and to pay the costs of issuing the Construction Bonds and, should the
City so elect, to authorize the planning for, documentation, and marketing of an
approximate additional Four Million Four Hundred Thousand Dollars
($4,400,000.00) of Capital Improvement Refunding Revenue Bonds to refund
certain existing indebtedness of the System, to fund a debt service reserve
account, and to pay the costs of issuing the Refunding Bonds. However, at such
836571 -v1
000033
RESOLUTION NO. 635 ( #14 — 09)
PAGE TWO
time as the Mayor and City Council shall determine to be in the best interests of
the City, the final terms of the sale of the Bonds shall be submitted for the
approval by the City Council of the City, together with the proposed forms of the
documents necessary to the issuance of the Bonds including, without limitation,
the Bond Purchase Agreement, the authorizing ordinance, and such other
documents, agreements, contracts, certificates, and other writings as may be
appropriate.
SECTION TWO: The preparation of a Preliminary Official Statement
and its distribution to prospective purchasers of the Bonds are hereby approved.
The Mayor is hereby authorized and directed to cause the Preliminary Official
Statement to be delivered for and in the name of the City, with such provisions
therein as shall be approved by the Mayor, who is authorized to execute and
deliver to the Underwriters a certificate, when requested by the Underwriters, to
the effect that the Preliminary Official Statement is deemed final for the purposes
of Securities and Exchange Commission Rule 15c2 -12.
SECTION THREE: The City Council authorizes the sum of not to
exceed Thirteen Million Eight Hundred Thousand Dollars ($13,800,000.00) (the
"Expenditures ") from funds available to the City for the purpose of accomplishing
the acquisition, design, construction, and proper equipment of the Improvements
to the System, including the costs of issuance herein, together with the
additional amount of Four Million Four Hundred Thousand Dollars
($4,400,000.00) to fund a debt service reserve account and to pay costs
associated with issuance of the Refunding Bonds.
The City Council hereby declares its intent to reimburse itself with those
funds available to the City for the Expenditures from the proceeds of its
Construction Bonds, and, further, declares as follows:
(a) Proceeds of the Construction Bonds will be applied to reimburse the
City and those funds available to the City for the Expenditures within Eighteen
(18) months after the later of (a) the date of the Expenditures or (b) the date on
which the Improvements are placed in service and, in any event, within Three
(3) years after the date of the making of the Expenditures;
(b) The City is aware of no reason which would cause it to expect that
the Expenditures would be reimbursed from any source other than proceeds of
the Construction Bonds;
(c) The City is aware of no reason which would cause it to believe that
a substantial portion of the Expenditures will not be reimbursed from the
proceeds of the Construction Bonds;
(d) The City is aware of nothing in the budget or financial
circumstances of the City or funds of the City which is inconsistent with the
intent and declaration of the City to finance the Expenditures with the
Construction Bonds. The City is aware of no reason to expect that funds other
than proceeds of the Construction Bonds will be reserved or allocated on a long-
term basis or otherwise set aside for the Expenditures pursuant to budgetary or
financial policies of the City;
(e) The Construction Bonds will be issued in the principal amount of
approximately Thirteen Million Eight Hundred Thousand Dollars
($13,800,000.00); and,
(f) The Expenditures will be "capital expenditures" within the meaning
of applicable Treasury Regulations or will constitute a portion of the costs of
issuance of the Construction Bonds.
836571 -v1 2
000034
RESOLUTION NO, 635 ( #14 — 09)
PAGE THREE
SECTION FOUR: The City Council hereby approves and ratifies the
selections of Stephens Inc., as Underwriter, and Wright, Lindsey & Jennings LLP,
as Bond Counsel.
SECTION FIVE: The City Council hereby authorizes and directs the
Mayor, the City Clerk and other officers and employees of the City to carry out or
cause to be carried out all appropriate actions, to execute such other certificates
or documents to evidence authority as authorized herein, and to take such other
actions as they, in consultation with Bond Counsel, shall consider necessary or
advisable in connection with this Resolution in order to prepare for the issuance,
marketing, sale and delivery of the Bonds.
SECTION SIX :: This Resolution shall be effective from and after the
date of its adoption.
APPROVED AND ADOPTED THIS 114 DAY OF OCTOBER, 2009.
CITY OF JACKSONVILLE, ARKANSAS
41 1e
CHE• AYOR
ATTEST: _
►_43_ _ - :_
SUSAN DA ' , C CLERK e` , Nce •
•
A
Ari .I
'C V
ROBE •T E. BAM •
836571 -v1 3