16440.J0109
ORDINANCE NO. 1644 (#18-2020)
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
CAPITAL IMPROVEMENT AND REFUNDING REVENUE BONDS FOR
THE PURPOSES OF CURRENTLY REFUNDING THE CITY'S CAPITAL
IMPROVEMENT AND REFUNDING REVENUE BONDS, SERIES 2015;
FUNDING THE ACQUISITION AND EQUIPPING OF VARIOUS CAPITAL
IMPROVEMENTS AND OTHER RELATED IMPROVEMENTS IN THE
CITY; 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, on August 6, 2015, the City Council of the City of Jacksonville, Arkansas (the
"City") adopted Ordinance No. 1532 (912-2015) which authorized the issuance of the City's Capital
Improvement and Revenue Refunding Bonds, Series 2015 in the aggregate principal amount of
$8,815,000 (the "Bonds to be Refunded"); and
WHEREAS, the City Council has determined that it would be advantageous to authorize the
current refunding (the "Refunding") of the Bonds to be Refunded; and
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, court renovations, Public Safety Building roof repair, new City Mechanic shop with
car wash, and such other betterments and improvements as the City shall from time to time deem
necessary and appropriate (together, the "Capital Improvements"); and
WHEREAS, the City is authorized and empowered under the laws of the State of Arkansas,
including particularly Arkansas Code Annotated Title 14, Chapter 164, Subchapter 4, as amended
(the "Act"), to issue revenue bonds for the purpose of Refunding the Bonds to be Refunded and
financing the Capital Improvements;
WHEREAS, in order to provide for the Refunding of the Bonds to be Refunded and to
finance the Capital Improvements, the City intends to issue its Capital Improvement and Refunding
Revenue Bonds, Series 2020 (the `Bonds") in an aggregate principal amount of Seven Million Nine
Hundred Thirty -Five Thousand Dollars and No/100 ($7,935,000.00) pursuant to the provisions of
the Act and the Indenture (hereinafter defined); and
WHEREAS, the City will pledge its franchise fees charged to public utilities for the privilege
of using the City's streets, rights-of-way, and other public places pursuant to the authority contained
in Arkansas Code Annotated Title 14, Chapter 200 and Arkansas Code Annotated Title 23, Chapter
19, Subchapter 200, or successor statutes, as more specifically defined hereinafter, and from funds
and moneys pledged to the payment of the Bonds under the Indenture, to secure the payment of the
principal of, interest on, and Trustees fees in connection with the Bonds.
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NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
JACKSONVILLE, ARKANSAS, THAT:
Section 1: The accomplishment of the Refunding of the Bonds to be Refunded, and the
acquiring, constructing, equipping, renovating, and refurbishing the Capital Improvements, are
hereby authorized and approved.
Section 2: Under the authority of the Constitution and laws of the State of Arkansas,
including particularly Arkansas Code Annotated Title 14, Chapter 164, Subchapter 4, the Bonds are
hereby authorized and ordered sold and issued in the total principal amount of $7,935,000.00. The
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 limited 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, rights-of-way, and other public places pursuant to the authority contained in Arkansas Code
Annotated Title 14, Chapter 200 and Arkansas Code Annotated Title 23, Chapter 19, Subchapter
200, or successor statutes, 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 from funds
and moneys pledged to the payment of the Bonds under the Indenture (collectively, the "Pledged
Revenues"). Pledged Revenues not needed to pay debt service on the Bonds may be released from
the lien of the Indenture and used by the City for any lawful purpose, at the times and in the manner
provided in the Indenture.
Section 3: To the extent permitted by federal or state law, the City agrees to
continuously charge franchise fees to all public utilities for the privilege of using the City's streets,
rights-of-way, and other public places pursuant to the authority contained in Arkansas Code
Annotated Title 14, Chapter 200 and Arkansas Code Annotated Title 23, Chapter 19, Subchapter
200, or successor statutes, while the Bonds are outstanding. To the extent permitted by federal or
state law, the franchise fees currently charged to public utilities shall never be reduced while the
Bonds are outstanding unless the City receives an opinion of a certified public accountant not in
the regular employ of the City to the effect that the Pledged Revenues for the preceding fiscal year,
assuming such reduction had been in effect for the entire year, would have equaled not less than
one hundred thirty percent (130%) of the maximum annual debt service on all outstanding Bonds,
additional bonds, or parity bonds as authorized under the Trust Indenture.
Section 4: The issuance of the Bonds is hereby authorized for the purposes of: (i)
providing funds to currently refund the Bonds to be Refunded; (ii) providing funds to finance the
costs of the Capital Improvements; (iii) funding the Debt Service Reserve Fund (as defined in the
Indenture); and (iv) to pay the costs of issuance of the Bonds. The Bonds will be subject to
redemption in accordance with the provisions of the Indenture.
Section 5: The Bonds shall be sold to Stephens, Inc. (the "Underwriter") 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/Treasurer with the advice of counsel, shall deem advisable,
the execution and delivery by the Mayor of such Bond Purchase Agreement to constitute conclusive
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evidence of the City's acceptance and approval thereof All actions heretofore taken by the Mayor
and City Clerk/Treasurer in connection with the offering of the Bonds, including the preparation of
the Preliminary Official Statement, preparation of the Indenture, and preparation of this 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/Treasurer, and Finance Director, with the advice of counsel, shall deem advisable, is hereby
authorized and approved and the Mayor or City Clerk/Treasurer shall sign and deliver the final
Official Statement for distribution to the owners of the Bonds and other interested persons.
Section 6: First Arkansas Bank & Trust, Jacksonville, Arkansas, is hereby appointed to
serve as Trustee for the Bonds (the "Trustee").
Section 7: 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 the date of delivery of the Bonds (the "Indenture"), by and between the City
and the Trustee, and the City Clerk/Treasurer is hereby authorized and directed to acknowledge the
Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk/Treasurer are hereby
authorized and directed to cause the Indenture to be accepted, executed, and acknowledged by the
Trustee. The Indenture is hereby approved in substantially the form submitted at this meeting, with
such changes, omissions, insertions, and revisions as the Mayor and City Clerk/Treasurer, with the
advice of counsel, shall deem advisable, the execution and delivery by the Mayor and City
Clerk/Treasurer of such Indenture to constitute conclusive evidence of the City's acceptance and
approval thereof.
Section 8: To take all action required on the part of the City to fulfill the City's
obligations under the Continuing Disclosure Agreement, the Mayor is hereby authorized and
directed to execute the Continuing Disclosure Agreement, dated as of the date of delivery of the
Bonds (the "Disclosure Agreement"), by and between the City and the Trustee, as Dissemination
Agent, and the City Clerk/Treasurer is hereby authorized and directed to acknowledge the Disclosure
Agreement and to affix the seal of the City thereto, and the Mayor and City Clerk/Treasurer are
hereby authorized and directed to cause the Disclosure Agreement to be accepted, executed, and
acknowledged by the Trustee, as Dissemination Agent. The Disclosure Agreement is hereby
approved in substantially the form submitted at this meeting, with such changes, omissions,
insertions, and revisions as the Mayor and City Clerk/Treasurer with the advice of counsel, shall
deem advisable, the execution and delivery by the Mayor and City Clerk/Treasurer of such Indenture
to constitute conclusive evidence of the City's acceptance and approval thereof.
Section 9: 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 at this meeting, with such changes, omissions,
insertions, and revisions as the Mayor and the City Clerk/Treasurer, with the advice of counsel, shall
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_ deem advisable, the execution and delivery by the Mayor and the City Clerk/Treasurer of the Manual
to constitute conclusive evidence of the City's acceptance and approval thereof.
Section 10: The Mayor and the City Clerk/Treasurer, 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 Manual, the Disclosure Agreement, and any and all other documents,
contracts, and agreements reasonably necessary to the issuance of the Bonds (the "Bond
Documents"); the performance of all obligations of the City under the Bond Documents; the
issuance, execution, sale, and delivery of the Bonds; the use of a portion of the proceeds from the
Bonds to refund the Bonds 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/Treasurer are 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 or to evidence the exercise
thereof.
Section 11: All terms used in this Ordinance shall have the meanings ascribed thereto in
the Internal Revenue Code of 1986, as amended (the "Code"). 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 (i) other than a governmental unit or (ii) 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 this paragraph (c) shall prohibit
investments in bonds issued by the United States Treasury.
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(d) The City will submit to the Secretary of the Treasury of the United States, not later
than the fifteenth (151') 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 2020 is not reasonably expected to exceed $10,000,000, or such
other larger amount as may be permitted by federal law.
(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 12: The appointments of Wright, Lindsey & Jennings LLP, as Bond Counsel, and
Stephens Inc., as Underwriter, are hereby approved and ratified.
Section 13: Emeraency. It is hereby found and declared that an immediate need exists to
provide for the current refunding of the Bonds to be Refunded and to finance the Capital
Improvements in order to achieve the most cost effective financing structure for the City. 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.
APPROVED AND ADOPTED THIS 19TH DAY OF NOVEMBER, 2020.
ATTEST:
tt, City Clerk/Treasurer
AP VED AS TO FORM:
Ste ame Friedman, City Attorney
CITY OF JACKSONVIL ARKANSAS
Bd6 Mused, Mayo
ADDENDUM "A"
Schedule of Maturities
Maturity Date
June 1
Principal Amount
Interest Rate
2021
$ 75,000
2.000%
2022
345,000
2.000%
2023
350,000
2.000%
2024
360,000
2.000%
2025
365,000
2.000%
2026
370,000
2.000%
2027
380,000
2.000%
2028
385,000
2.000%
2029
395,000
1.625%
2030
400,000
1.750%
2035
2,130,000
2.125%
2040'
2,380,000
2.375%
Term Bond, subject to mandatory sinking fund redemption.
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