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1532ORDINANCE NO. 1532 (#12-2015) AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF CAPITAL IMPROVEMENT AND REFUNDING REVENUE BONDS FOR THE PURPOSES OF REFUNDING CERTAIN OUTSTANDING OBLIGATIONS OF THE CITY; FUNDING THE ACQUISITION AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS AND OTHER RELATED IMPROVEMENTS M THE CITY OF JACKSONVILLE, ARKANSAS; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE; PRESCRIBING OTHER MATTERS RELATING THERETO; AND, DECLARING AN EMERGENCY, WHEREAS, the City of Jacksonville, Arkansas (the "City"), acting by and through the City Council of the City (the "Council" }, has determined that it will be advantageous to the City and will improve the City's flow of funds and enhance the City's ability to meet its obligations from funds available to the City, to currently refund certain outstanding obligations of the City previously authorized pursuant to Amendment 78 to the Constitution of the State of Arkansas and ACA § 14-78-101, et seq., including the following: a loan to the City from First Arkansas Bank & Trust in the original principal amount of Three Million One Hundred Thousand Dollars ($3,100,000.00) evidenced by that certain Promissory Note dated June 29, 2012, and authorized by Ordinance No. 1448 (#10-2012) of the City approved June 28, 2012; a loan to the City from BancorpSouth in the original principal amount of Three Million Dollars ($3,000,000.00) evidenced by that certain Promissory Note dated February 11, 2013, and authorized by Ordinance No. 1472 (#03-2013) of the City approved February 7, 2013; and, certain short term obligations of the City to Motorola Solutions, Inc. in the amount of Two Million Six Hundred Eleven Thousand Four Hundred Thirty-four and 68/100 Dollars ($2,611,434.68) dated January 20, 2014, as initially authorized pursuant to Ordinance No. 1438 (#26-2011) approved December 15, 2011, as amended and restated by Ordinance No. 1508 (#01-2014), approved January 2, 2014, (together the "Obligations to be Refunded'. WHEREAS, the City has determined the need for acquiring, constructing, equipping, renovating, expanding and refurbishing certain capital improvements to benefit the citizens of the City including, rehabilitation of the Central Fire Station, the purchase of a new ladder truck and two additional fire trucks; replacement of playground equipment for City Parks and Recreation; roundabout construction at General Samuels and Harris Roads; rehabilitation of "Splash Zone"(City Water Activity Park); replacement of exercise equipment at the Community Center (together, the "Capital Improvements"); and, for other purposes; 1270079-0 0 r, Z7 1Alffm=-F � Page Two WHEREAS, the City is authorized and empowered under the laws of the State of Arkansas, including particularly ACA § 14-164-401 et. al., as amended (the "Act"), to issue revenue bonds for the purpose of refunding the Obligations to be Refunded and financing the Capital Improvements; WHEREAS, in order to provide for the refunding of the Obligations to be Refunded and to finance the Capital Improvements, the City intends to issue its Capital Improvement and Refunding Revenue Bonds, Series 2015 (the "Series 2015 Bonds") in an aggregate principal amount of Eight Million Eight Hundred Fifteen Thousand and No/100 Dollars ($8,815,000.00) pursuant to the provisions of the Act and the Trust Indenture hereinafter described (the "Indenture'; and, WHEREAS, the City will pledge its franchise fees charged to public utilities for the privilege of using the City's streets and rights-of-way pursuant to the authority contained in ACA § 14-200-101 et. al. as more specifically defined hereinafter, to secure the payment of the principal of and interest on the Series 2015 Bonds. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OFJACKSONVILLEf ARKANSAS, THAT: SECTION ONE: The accomplishment of the current refunding of the Obligations to be Refunded, and the acquiring, constructing, equipping, renovating and refurbishing the Capital Improvements, are hereby authorized and approved. SECTION TWO., Under the authority of the Constitution and laws of the State of Arkansas, including particularly ACA § 14-164-401 et. al., the Series 2015 Bonds are hereby authorized and ordered sold and issued in the total principal amount of Eight Million Eight Hundred Fifteen Thousand and No/100 Dollars ($8,815,000.00). The Series 2015 Bonds shall bear interest, and shall mature and be subject to redemption in the amounts and on the dates set forth in Addendum A attached hereto and made a part hereof. The Bonds shall not be general obligations of the City, but shall be special obligations payable solely from revenues received by the City from all franchise fees charged to public utilities for the privilege of using the City's streets and rights-of-way pursuant to the authority contained in ACA § 14-200-101 et. al., specifically including, but not limited to, all interest, profits or other income derived from the investment of any moneys held pursuant to the Indenture and required to be paid into the Revenue Fund (collectively, the "Pledged Revenues"). Pledged Revenues not needed to pay debt service on the Series 2015 Bonds may be released from the lien of the Indenture (hereinafter defined) and used by the City for any lawful purpose, at the times and in the manner provided in the Indenture. 1270079-vl OV00,11G SECTION THREE., The issuance of the Series 2015 Bonds is hereby authorized for the purposes of: (i) providing funds to currently refund the Obligations to be Refunded; (ii) providing funds to finance the costs of the Capital Improvements; (iii) to fund the Series 2015 Debt Service Reserve Fund (as defined in the Indenture); and, (iv) to pay the costs of issuance of the Series 2015 Bonds, including payment of the premium for a debt service reserve insurance policy. The Series 2015 Bonds will be subject to redemption in accordance with the provisions of the Indenture. SECTION FOUR.- The Series 2015 Bonds shall be sold to Stephens, Inc. (the "Underwriter's pursuant to a Bond Purchase Agreement in substantially the form submitted to the meeting at which this Ordinance is adopted (the "Bond Purchase Agreement"), with such changes, omissions, insertions, and revisions as the Mayor and City Clerk, with the advice of counsel, shall deem advisable, the execution and delivery by the Mayor of such Bond Purchase Agreement to constitute conclusive evidence of the City's acceptance and approval thereof. All actions heretofore taken by the Mayor and City Clerk in connection with the offering of the Series 2015 Bonds, including the preparation of the Preliminary Official Statement, preparation of the Indenture, and preparation of this Ordinance (the "Authorizing Ordinance") are hereby in all respects ratified and approved. The Mayor is hereby authorized and directed to take such action, at such time, with respect to the Preliminary Official Statement as is necessary to cause the Preliminary Official Statement to be deemed final for purposes of the Securities and Exchange Commission, Rule 15(c)2-12. The Preliminary Official Statement of the City in the form presented at this meeting with such changes, omissions, insertions, and revisions as the Mayor, City Clerk, and Finance Director with the advice of counsel, shall deem advisable, is hereby authorized and approved and the Mayor or Finance Director shall sign and deliver the final Official Statement for distribution to the owners of the Bonds and other interested persons. SECTION FIVE., First Arkansas Bank & Trust Company, Jacksonville, Arkansas, is hereby appointed to serve as Trustee for the Series 2015 Bonds (the "Trustee"). SECTION SIX' To prescribe the terms and conditions upon which the Bonds are to be executed, accepted, held and secured, the Mayor is hereby authorized and directed to execute a Trust Indenture, dated as of September 1, 2015 (the "Indenture"), by and between the City and the Trustee, and the City Clerk is hereby authorized and directed to acknowledge the Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Indenture to be accepted, executed and acknowledged by the Trustee. The Indenture is hereby 1270079-0 MCS 17 • s 1 Page Four I approved in substantially the form submitted to this meeting, with such changes, omissions, insertions, and revisions as the Mayor and City Clerk, with the advice of counsel, shall deem advisable, the execution and delivery by the Mayor and City Clerk of such Indenture to constitute conclusive evidence of the City's acceptance and approval thereof. SECTIONSEVEN; To meet the requirements of the Debt Service Reserve Fund created pursuant to the provisions of the Indenture, the City has received a "Municipal Bond Debt Service Reserve Insurance Commitment (Stand Alone)" issued by Build America Mutual Assurance Company ("BAM'� in the amount of not to exceed Three Hundred Sixty -Seven Thousand Four Hundred Twenty -Five Dollars ($367,425.00), dated August 6, 2015 (the "Commitment"), together with the form of a Debt Service Reserve Agreement (the "DSR Agreement"), and the Mayor is hereby authorized to accept the Commitment in form presented to this meeting of the City Council. The Mayor and the City Clerk are further authorized to, accept, execute, and acknowledge the DSR Agreement. The DSR Agreement is hereby approved in substantially the form presented to this meeting, with such changes, omissions, insertions, and revisions as the Mayor and City Clerk, with the advice of counsel, shall deem advisable, the execution and delivery of such DSR Agreement by the Mayor and the City Clerk to constitute conclusive evidence of the City's acceptance and approval thereof. SECTION ErGHT: Pursuant to the provisions of the Indenture, the City will covenant to comply with provisions of Federal Tax law following the issuance of the Bonds. In order to enable the City's post issuance compliance, the City hereby adopts and approves a "Post Issuance Compliance Manual" (the "Manual") substantially in the form submitted to the meeting, with such changes, omissions, insertions, and revisions as the Mayor and the City Clerk, with the advice of counsel, shall deem advisable, the execution and delivery by the Mayor and the City Clerk of the Manual to constitute conclusive evidence of the City's acceptance and approval thereof. SECTION NINE; The Mayor and the City Clerk, for and on behalf of the City, are authorized and directed to do any and all things necessary to effect the preparation, execution and delivery of the Indenture, the performance of all obligations of the City under the Indenture, the issuance, execution, sale, and delivery of the Series 2015 Bonds, the use of a portion of the proceeds from the Series 2015 Bonds to refund the Obligations to be Refunded and to commence acquiring, constructing, equipping, renovating, and refurbishing the Capital Improvements and the performance of all acts enumerated in this Ordinance and all other acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance. The Mayor and City Clerk are further authorized and directed, for and on behalf of the City, to execute all papers, 1270079-v1 Ordinance No. 1532 (#12-2015) Page Five documents, certificates, and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. SECTION TEN.- All terms used in this Ordinance shall have the meanings ascribed thereto in the Internal Revenue Code of 1986, as amended (the "Cocle'�. The City represents, warrants, and covenants that: (a) The City has not used or permitted the use of, and will not use or permit the use of, the Improvements in such manner as to cause the Bonds to be "private activity bonds" within the meaning of Section 141 of the Code; (b) None of the gross proceeds of the Bonds (hereby defined to include the original proceeds of the sale of the Bonds, amounts received as a result of investing the original proceeds, and amounts used to pay principal of and interest on the Bonds) will be used (directly or indirectly) either: (A) to make or finance loans to persons other than governmental units; or, (B) in any trade or business carried on by any person other than a governmental unit or other than as a member of the general public. The Capital Improvements will be available to and shall be used by members of the general public; (c) The City will take no action which would cause the Bonds to be "federally guaranteed," specifically: (A) the payment of any portion of principal or interest with respect to the Bonds will not be guaranteed (directly or indirectly) by the United States or any agency or instrumentality thereof; (B) none of the proceeds of the Bonds will be used in making loans the payment of any portion of the principal or interest with respect to which are to be guaranteed by the United States or an agency or instrumentality thereof; and, (C) none of the proceeds of the Bonds (exclusive of proceeds invested for an initial temporary period until needed for the purpose for which the Bonds were issued and proceeds deposited into the Bond Fund) will be invested (directly or indirectly) in federally insured deposits or accounts. Nothing in Paragraph (c) shall prohibit investments in bonds issued by the United States Treasury; (d) The City 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 Bonds are issued, a statement on Form 8038-G concerning the Bonds; (e) The aggregate face amount of all tax-exempt bonds issued by the City (and all subordinate entities thereof) during 2015 is not reasonably expected to exceed Ten Million Dollars ($10,000,000.00); and, 1270079 -vi ADDENDUM "A" Schedule of Maturities Maturity Date Principal Interest (June 1) Amount Rate 2016 $ 500,000.00 2.000% 2017 510,000.00 2.000% 2018 520,000.00 2.000% 2019 530,000.00 2.000% 2020 540,000.00 2.000% 2021 550,000.00 2.050% 2022 565,000.00 2.300% 2023 575,000.00 2.450% 2024 590,000-00 2.550% 2025 605,000-00 2.650% 2026 625,000-00 2.900% 2027 645,000.00 3.100% 2028 665,000.00 3.250% 2029 685,000-00 3.375% 2030 710,000-00 3.500% (Accrued interest from September 1, 2015 to be added) 1270079-v] Ordinance Na. 1532 (#12-2015) Page Six (f) The City hereby designates each of the Bonds as a "qualified tax-exempt obligation" for purposes of Section 265(b) of the Code. SECTION ELEVEN: The appointments of Wright, Lindsey & Jennings LLP, as Bond Counsel, and Stephens Inc., as Underwriter, are hereby approved and ratified. SECTION TWELVE., Emergency. It is hereby found and declared that an immediate need exists to provide for the current refunding of the Obligations to be Refunded and to finance the Capital Improvements in order to achieve interest cost savings, improved cash flow, and the most cost effective financing for the development of the City's infrastructure. It is, therefore, declared that an emergency exists. 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. A PPRO VED AND ADOPTED THIS 6h DA Y OF A UGUST, 2015. A T TEST: V 1270079-vl 0FJAC1f50ND7LLE,j4RKAN5AS FM7MP,1_1Fj