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1472 ORDINANCE NO, 1472(#3-13) AN ORDINANCE AUTHORIZING A SHORT TERM LOAN AGREEMENT FOR COMPLETION OF THE SHOOTING RANGE CAPITAL IMPROVEMENT PROJECT BY ISSUANCE OF AN APPROPRIATE PROMISSORY NOTE WITH MORTGAGE SECURITY PLEDGE; PROVIDING FOR PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE; DECLARING AN EMERGENCY; AND, PRESCRIBING OTHER MATTERS RELATING THERETO. Whereas, the City Council of the City of Jacksonville, Arkansas (the "City"), has determined it is in the best interest of its citizens to construct and install a Shooting Range • Capital Improvement Project on real property owned by the City, to be located on Graham Road, together with Improvement thereon (the "Capital Improvements"); Whereas,the total cost of the Capital Improvements is estimated to be Three Million Dollars ($3,000,000.00), and the City has elected to finance the cost of said Capital Improvements and to expend available City funds to pay for portions of said Capital Improvements; Whereas, through the competitive bidding process, the City obtained financing from BancorpSouth ("Lender"), which has agreed to provide a short term loan of up to Three Million Dollars ($3,000,000.00) of the cost of the Capital Improvements by issuing a Promissory Note with Mortgage Security Pledge in favor of Lender in the principal amount not to exceed Three Million Dollars ($3,000,000.00) (the "Note"); and, Whereas, the City Council hereby finds and determines, in accordance with information confirmed by the Mayor and Finance Director, that the obligations previously issued under Amendment 78, together with the amount provided for herein, does not exceed Five Percent (5%) of the assessed value of taxable property located within the City as determined by the last tax assessment and qualifies as a bank qualified tax-exempt obligation. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF JACKSONVILLE,ARKANSAS, THAT; SECTION ONE. The City Council hereby finds that the Capital Improvements to be constructed and installed will have a useful life of more than One (1) year and that the principal amount of the Note, plus all other obligations heretofore incurred by City under Amendment No. 78 to the Arkansas Constitution ("Amendment No. 78") and ACA § 14-78-101 et. seq., does not exceed Five Percent (5%) of the assessed value of taxable property located within the City as determined by the last tax assessment and qualifies as a tax-exempt obligation. SECTION TWO. Under the authority of the Constitution and laws of the State of Arkansas (the "State"), including Amendment No. 78, the Mayor and City Clerk are hereby authorized to execute and deliver, by and on behalf of City, a Promissory Note with Security Interest and Mortgage in favor of Lender in the maximum principal amount up to 0001;,:-:0 ORDINANCE NO. 1472(#3-13) Page Two Three Million Dollars ($3,000,000.00) for the purpose of financing the cost of construction and installation of said Capital Improvements. The Note, Mortgage, and other relevant documents shall be dated within Sixty (60) days of the date of enactment of this Ordinance and shall be issuable only as a fully registered Note without coupons. The Note shall evidence a multiple advance, closed-end line of credit not to exceed Three Million Dollars ($3,000,000.00), and the outstanding principal balance of the Note shall bear interest at the fixed interest rate of One and 80/100 Percent (1.80%). The Note shall mature and be payable in full on a date certain, which is Sixty (60) months from the issuance date of the Original Note (the "Maturity Date"). Payments on the Note shall be as follows: (i) One (1) payment equal to all accrued and unpaid interest, from the date of first disbursement, shall be due and payable on that date, which is Thirty (30) days from the date on which all funds have been advanced on the Note; and, (ii) equal monthly installments of principal and interest shall be due and payable on the same day of each successive month thereafter equal to that amount which will fully and completely amortize the outstanding principal balance of the Note from the date of the interest payment to the Maturity Date of the Note. The Note is due in full upon the Maturity Date, and shall include all debt incurred by the City under this obligation. In no manner does this Ordinance authorize this debt to exceed Three Million Dollars ($3,000,000.00) for the purpose of financing the cost of construction and installation of said Capital Improvement. As security for the performance of the obligations of City pursuant to the Note, coincident with the execution and delivery of the Note, there is authorized the execution by the Mayor and City Clerk and delivery of a Mortgage Security Agreement granting unto and in favor of Lender (as Secured Party) a lien upon the real property within Pulaski County upon which the Shooting Range is to be constructed, as more particularly described as follows: The Southeast Quarter of Section 21, T-3-N, R-10-W, of Pulaski County, Arkansas, containing One Hundred Sixty (160) acres, more or less. Property a/k/a:Graham Road, Jacksonville, Arkansas Pulaski Parcel No, 12R0570000700 As well, Lender is authorized to file One (1) or more financing statements to perfect the lien granted by the Mortgage Security Agreement. As well,the Mayor and City Clerk are hereby authorized to execute and deliver, by and on behalf of City, any and all other documents or instruments which may be reasonably requested by Lender to finalize the transaction(s) contemplated by this Ordinance. SECTION THREE, The Note and Mortgage documents shall be in such form as shall be approved by the Lender and the Mayor and City Clerk. SECTION FOUR. As provided in Amendment No. 78, the debt service payments on the Note in each fiscal year shall be charged against and paid from General Revenues of City for such fiscal year. For the purpose of making the debt service payments, there is hereby and shall be appropriated to pay the Note an amount of General Revenues of the City sufficient for such purposes in each fiscal year of City. City covenants that for each C i ♦/iA�21 ORDINANCE NO, 1472(#3-13) Page Three fiscal year in which the Note is outstanding, General Revenues of City shall exceed the amount of debt service payments due on the Note in that fiscal year. SECTION FIVE. City has its financial statements audited annually by an independent auditor in compliance with State of Arkansas requirements. While this Note is outstanding, a copy of said Audit Report shall be furnished to Lender upon request. SECTION SIX, City agrees to prepare and adopt a Budget for each fiscal year in accordance with Arkansas law and to furnish Lender with a copy of the same by January 31st of each year, or within Thirty (30) days of adoption thereof, while the Note(s) is/are outstanding. Each budget shall make provision for the payment of debt service due on the Note(s) in that fiscal year. SECTION SEVEN. If there be any default in the payment of the principal of or interest on the Note(s) or in the performance of any of the other covenants contained in this Ordinance, Lender may, in addition to any other remedies available to Lender, by proper suit, compel the performance of the duties of the officials of City under the laws of Arkansas. No remedy conferred upon or reserved to Lender is intended to be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Ordinance or by law. Lender may waive any default which shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted under the provisions of this Ordinance or before the completion of the enforcement of any other remedy, but no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies of Lender with respect thereto. No delay or omission of Lender to exercise any right or power accrued upon any default shall impair any such right of power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Ordinance to Lender may be exercised from time to time and as often as may be deemed expedient. In any proceeding to enforce the provisions of this Ordinance, Lender shall be entitled to recover from City all costs of such proceeding, including reasonable attorneys' fees. SECTION EIGHT. The terms of this Ordinance, the Note, and the Mortgage Security Agreement shall constitute a contract between City and Lender, and no variation or change in the undertaking herein set forth shall be made while the Note and Mortgage are outstanding, except as may be agreed in writing as between City and Lender. SECTION NINE. City covenants that it shall not take any action or suffer or permit any action to be taken or conditions to exist which causes or may cause the interest payable on the Note to be included in gross income for federal income tax purposes, including, without limitation, any action in violation of the applicable provisions of the Internal Revenue Code of 1986, and the Regulations thereunder. City represents that it has not used or permitted the use of, and covenants that it will not use or permit the use of the OOi2 ORDINANCE NO, 1472(#3-13) Page Four Capital Improvements or the proceeds of the Note, in such manner as to cause the Note to be "private activity bonds" within the meaning of Section 141 of the Code. The Note is hereby designated as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3)(B) of the Code. City covenants that it 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 Note is issued, a statement as required by Section 149(e) of the Code. SECTION TEN, City does not reasonably anticipate that more than Ten Million Dollars ($10,000,000.00) of "qualified tax-exempt obligations," as that term is defined in Section 265(b)(3)(D) of the Internal Revenue Code of 1986 ('the Code"), will be issued by it and any subordinate, superior, or affiliated entities during the calendar year in which the Agreement is executed. City further hereby designates the obligation evidenced by the Agreement as comprising a portion of the Ten Million Dollars ($10,000,00.00) in aggregate issues to be designated as "qualified tax exempt obligations" eligible for the exemption contained in Section 265(b)(3)(D) of the Code. SECTION ELEVEN. The provisions of this Ordinance are hereby declared to be separable and if any provision shall for any reason be held illegal or invalid, such holding shall not affect the validity of the remainder of this Ordinance. SECTION TWELVE, All Ordinances and Resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. SECTION THIRTEEN, This Ordinance, because of the immediate need to continue construction of the Capital Improvements addressed herein for public safety and financial savings, requires that an emergency is hereby declared. As a result, this Ordinance shall take effect immediately upon passage and publication, as provided by and subject to the requirements of applicable law. ROVED AND ADOPTED THIS 77-H DAY OF FEBRUARY, 2013. C OF JACKSONVILLE,ARKANSAS ./ ) ) GAR AriL HER, AYOR A .641ak'ir (SUSANL. DAVITT, C / CLERK ROa RT BA ;BURG, C A ORNEY