1546ORDINANCE NO, 1546 (# 06 - 2016)
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
WASTEWATER REFUNDING REVENUE BONDS, SERIES 2016, IN ONE OR
MORE SERIES, FOR THE PURPOSES OF REFUNDING THE CITY OF
JACKSONVILLE, ARKANSAS WASTEWATER REFUNDING REVENUE BONDS,
SERIES 2009A (FEDERALLY TAXABLE) AND THE CITY OF JACKSONVILLE,
ARKANSAS WASTEWATER CONSTRUCTION REVENUE BONDS, SERIES 2009B
(NON AMT); PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON THE BONDS, PRESCRIBING OTHER MATTERS RELATING
THERETO; AND, DECLARING AN EMERGENCY,
WHEREAS, the City of Jacksonville, Arkansas (the "City") owns a municipal
wastewater system (the "System"), operated by the Jacksonville Wastewater Utility (the
"Utility's and governed by the Jacksonville Sewer Commission (the "Commission';
WHEREAS, the Commission and the City Council have determined that City
should refund the City of Jacksonville, Arkansas Wastewater Refunding Revenue Bonds,
Series 2009A (Federally Taxable) (the "Series 2009A Bonds' and the City of
Jacksonville, Arkansas Wastewater Construction Revenue Bonds, Series 2009B (Non -
AMT) (the "Series 2009B Bonds" and, together with the Series 2009A Bonds, the "Bonds
to be Refunded") authorized by Ordinance No. 1387 (#30-09) of City, adopted
November 5, 2009 (the "2009 Ordinance");
WHEREAS, City has determined that intended cost savings may be achieved by
refunding the Bonds to be Refunded in the aggregate principal amount of Fifteen Million
Eight Hundred Eighty Thousand and No/100 Dollars ($15,880,000.00) by issuing the
City of Jacksonville, Arkansas Wastewater Refunding Revenue Bonds, Series 2016A
(Federally Taxable), in the aggregate principal amount of One Million Eight Hundred
Sixty -Five Thousand and No/100 Dollars ($1,865,000.00) (the "Series 2016A Bonds"),
and the City of Jacksonville, Arkansas Wastewater Refunding Revenue Bonds, Series
2016B (Non -AMT), in the aggregate principal amount of Fourteen Million Fifteen
Thousand and No/100 Dollars ($14,015,000.00) (the "Series 2016B Bonds," and
together with the Series 2016A Bonds, the "Bonds';
WHEREAS, City and Commission have made arrangements for the sale of the
Bonds to Stephens Inc. (the "Purchaser'), at a price of Sixteen Million Twenty-three
Thousand Eighteen and 45/100 Dollars ($16,023,018.45) [principal amount plus
reoffering premium of Two Hundred Eighty-five Thousand Nine Hundred Thirty-eight
and 45/100 Dollars ($285,938.45) and less an Underwriter's discount of One Hundred
Ninety-two Thousand Nine Hundred Twenty Dollars ($142,920.00)] (the "Purchase
Price"), on a negotiated basis pursuant to a Bond Purchase Agreement (the
"Agreement') which has been presented to and is before this meeting;
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Ordinance No. 1546 (#06 - 2016)
Page Two
WHEREAS, the Preliminary Official Statement, dated February 24, 2016,
offering the Bonds for sale (the "Preliminary Official Statement") has been presented to
and is before this meeting; and,
WHEREAS, in order to comply with the applicable securities laws, it is necessary
that City and Utility enter into a Continuing Disclosure Agreement between the City, the
Utility, and Bank of the Ozarks, Little Rock, Arkansas, as Dissemination Agent (the
"Disclosure Agreement"), providing for the ongoing disclosure obligations of City and
Utility with respect to the bonds, and a copy of the Disclosure Agreement has been
presented to and is before this meeting.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OFJACKSONVILLE, ARKANSAS AS FOLLOWS;
SECTION ONE; The current refunding of the Bonds to be Refunded
shall be accomplished. The Mayor and City Clerk are hereby authorized to take, or
cause to be taken, all action necessary to accomplish the refunding of the Bonds to be
Refunded and to execute all required contracts in connection therewith. The Bonds to
be Refunded shall be redeemed in the amount of the outstanding principal and accrued
interest to the date of redemption.
SECTION TWO; The offer of the Purchaser for the purchase of the
Bonds from City at the Purchase Price for Bonds bearing interest at the rates per
annum, maturing, and otherwise subject to the terms and provisions hereafter in this
Ordinance set forth in detail 'be, and is hereby accepted, and the Agreement, in
substantially the form submitted to this meeting, is approved and the Bonds are hereby
sold to the Purchaser. The Mayor's approval and execution of the Agreement on March
3, 2016, is hereby ratified and the Mayor is hereby authorized to deliver the Agreement
on behalf of City and to take all action required on the part of City to fulfill its
obligations under the Agreement.
SECTION THREE; The Preliminary Official Statement is hereby approved
and the previous use of the Preliminary Official Statement by the Purchaser in
connection with the sale of the Bonds is hereby in all respects authorized and approved,
and the Mayor is hereby authorized and directed, for and on behalf of City, to execute
the Preliminary Official Statement and the final Official Statement as set forth in the
Agreement.
SECTION FOUR: The Disclosure Agreement, in substantially the form
submitted to this meeting, is approved, and the Mayor is hereby authorized and
directed to execute and deliver the Disclosure Agreement on behalf of City. The Mayor
and the General Manager of the Utility (the "General Manager") are each authorized
1298617-v1
Ordinance No. 1546 (#06 - 2016)
Page Three
and directed to take all action required on the part of City to fulfill the City's obligations
under the Disclosure Agreement.
SECTION FIVE; (a) Under the authority of the Constitution and laws
of the State of Arkansas (the "State"), including particularly ACA § 14-164-401 et. seq,
and ACA § 14-235-201 et. seq., the Series 2016A Bonds are hereby authorized and
ordered issued in the principal amount of One Million Eight Hundred Sixty -Five
Thousand and No/100 Dollars ($1,865,000.00) for the purpose of refunding the Series
2009A Bonds, funding a debt service reserve, and paying costs incidental thereto and
expenses of issuing the Series 2016A Bonds. The Series 2016A Bonds shall bear
interest at the rates and shall mature on the dates and in the amounts as follows:
Maturity Principal
(December 1) Amount Interest Rate
2020(1) $1,865,000 2.500%
(')Term Bond, subject to mandatory sinking fund redemption.
(b) Under the Constitution and the laws of the State of Arkansas (the
"State"), including and particularly ACA § 14-164-401 et. seq., and ACA § 14-235-201
et. seq., the Series 2016B Bonds are hereby authorized and ordered issued in the
principal amount of Fourteen Million Fifteen Thousand and No/100 Dollars
($14,015,000.00) for the purposes of refunding the Series 2009B Bonds, funding a debt
service reserve, and paying costs incidental thereto and expenses of issuing the Series
2016B Bonds. The Series 2016B Bonds shall bear interest at the rates and shall mature
on the dates and in the amounts as follows:
Maturity
Principal
December 1)
Amount
Interest Rate(%)
2023
$ 440,000
4.000%
2024
640,000
4.000%
2025
665,000
4.000%
2026
695,000
4.000%
20311)
3,905,000
4.000%
2036(1)
4,715,000
3.500%
2039(1)
2,955,000
3.625%
(')Term Bond, subject to mandatory sinking fund redemption.
(c) The Bonds shall be dated April 12, 2016, with interest payable
semiannually on June 1 and December 1 of each year, commencing June 1, 2016, shall
be numbered consecutively from No. 1 upward, in order of issuance, and shall be
issuable only as fully registered bonds without coupons in the denomination of Five
Thousand and No/100 Dollars ($5,000.00) or any integral multiple thereof. Each Bond
shall have a CUSIP number. The Bonds shall be registered as to principal and interest.
Principal is payable at the principal office of the Trustee. Payment of interest shall be
by check or draft mailed to the registered owner at the address shown on the
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Ordinance No, 1546 (#06 - 2016)
Page Four
registration book of the City maintained by Bank of the Ozarks, Little Rock, Arkansas,
which is hereby appointed as Trustee and Paying Agent (the "Trustee") at the close of
business on the Fifteenth (15th) day of the month (whether or not a business day) next
preceding each interest payment date (the 'Record Date"), irrespective of any transfer
or exchange of any such Bond subsequent to such Record Date and prior to such
interest payment date. The Bonds will bear interest from the dates and shall be subject
to redemption prior to maturity as hereinafter set forth in the bond forms.
The Bonds shall be registered initially in the name of Cede & Co., as nominee for
the Depository Trust Company ("DTC"), which shall be considered as the registered
owner of the Bonds for all purposes under this Ordinance, including, without limitation,
payment by City of principal of, redemption price of, premium on, if any, and interest
on the Bonds, and receipt of notices and exercise of rights of registered owners. There
shall be one certificated, typewritten Bond for each stated maturity date which shall be
immobilized in the custody of DTC with the beneficial owners having no right to receive
the Bonds in the form of physical securities or certificates. DTC and its participants
shall be responsible for maintenance of records of the ownership of beneficial interests
in the Bonds by book -entry on the system maintained and operated by DTC and its
Participants, and transfers of ownership of beneficial interests shall be made only by
DTC and its Participants, by book -entry, City having no responsibility therefor. DTC is
expected to maintain records of the positions of Participants in the Bonds, and the
Participants and persons acting through Participants are expected to maintain records
of the purchasers of beneficial interests in the Bonds. The Bonds as such shall not be
transferable or exchangeable, except for transfer to another securities depository or to
another nominee of a securities depository, without further action by City.
If any securities depository determines not to continue to act as a securities
depository for the Bonds for use in a book -entry system, City may establish a securities
depository/book-entry system relationship with another securities depository. If City
does not or is unable to do so, or upon request of the beneficial owners of all
outstanding Bonds, City and Trustee, after Trustee has made provision for notification
of the beneficial owners by the then securities depository, shall permit withdrawal of
the Bonds from the securities depository, and authenticate and deliver Bond certificates
in fully registered form (in denominations of Five Thousand and No/100 Dollars
($5,000.00) or integral multiples thereof) to the assigns of the securities depository or
its nominee, all at the cost and expense (including costs of printing definitive bonds) of
City, if City fails to maintain a securities depository/book-entry system, or of the
beneficial owners, if they request termination of the System.
Prior to issuance of the Bonds, City shall have executed and delivered to DTC a
written agreement (the "Representation Letter's setting forth (or incorporating therein
by reference) certain undertakings and responsibilities of City with respect to the Bonds
so long as the Bonds or a portion thereof are registered in the name of Cede & Co. (or
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Ordinance No, 1546 (#06 - 2016)
Page Five
a substitute nominee) and held by DTC. Notwithstanding such execution and delivery
of the Representation Letter, the terms thereof shall not in any way limit the provisions
of this Section or in any other way impose upon City any obligation whatsoever with
respect to persons having interests in the Bonds other than the registered owners, as
shown on the registration books kept by Trustee. Trustee shall take all action
necessary for all representations of City in the Representation Letter with respect to
Trustee to at all times be complied with.
The authorized officers of Trustee, City, and Utility shall do or perform such acts
and execute all such certificates, documents, and other instruments as they or any of
them deem necessary or advisable to facilitate the efficient use of a securities
depository for all or any portion of the Bonds; provided that neither Trustee nor City
may assume any obligations to such securities depository or beneficial owners of Bonds
that are inconsistent with their obligations to any registered owner under this
Ordinance.
Each Bond shall bear interest from the payment date next preceding the date on
which it is authenticated unless it is authenticated on an interest payment date, in
which event it shall bear interest from such date, or unless it is authenticated prior to
the first interest payment date, in which event it shall bear interest from April 12, 2016,
or unless it is authenticated during the period from the Record Date to the next interest
payment date, in which case it shall bear interest from such interest payment date, or
unless at the time of authentication thereof interest is in default thereon, in which event
it shall bear interest from the date to which interest has been paid.
Only such bonds as shall have endorsed thereon a Certificate of Authentication
substantially in the form set forth in Section Seven hereof (the "Certificate') duly
executed by the Trustee shall be entitled to any right or benefit under this Ordinance.
No Bond shall be valid and obligatory for any purpose unless and until the Certificate
shall have been duly executed by Trustee, and the Certificate upon any such Bond shall
be conclusive evidence that such Bond has been authenticated and delivered under this
Ordinance. The Certificate on any Bond shall be deemed to have been executed if
signed by an authorized officer of Trustee, but it shall not be necessary that the same
officer sign the Certificate on all of the Bonds.
In case any bond shall become mutilated or be destroyed or lost, City shall, if not
then prohibited by law, cause to be executed and Trustee may authenticate and deliver
a new bond of like date, number, maturity, and tenor in exchange and substitution for
and upon cancellation of such mutilated bond, or in lieu of and in substitution for such
bond destroyed or lost, upon the owner paying the reasonable expenses and charges of
City and Trustee in connection therewith and, in the case of a bond destroyed or lost,
its filing with Trustee evidence satisfactory to it that such bond was destroyed or lost,
and of its ownership thereof, and furnishing City and Trustee with indemnity
1298617-v i
Ordinance No, 1546 (#06 - 2016)
Page Six
satisfactory to them. Trustee is hereby authorized to authenticate any such new bond.
In the event any such bond shall have matured, instead of issuing a new bond, City
may pay the same without the surrender thereof. Upon the issuance of a new bond
under this Section Five, City may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of Trustee) connected therewith.
City shall cause books for the registration and for the transfer of the Bonds as
provided herein and in the Bonds. Trustee shall act as the bond registrar. Each Bond is
transferable by a registered owner thereof or by its attorney duly authorized in writing
at the principal office of Trustee. Upon such transfer a new fully registered bond or
bonds of the same maturity, of authorized denomination or denominations, for the
same aggregate principal amount will be issued to a transferee in exchange therefor.
No charge shall be made to any owner of any Bond for the privilege of transfer
or exchange, but any owner of any Bond requesting any such transfer or exchange shall
pay any tax or other governmental charge required to be paid with respect thereto.
Except as otherwise provided in the immediately preceding sentence, the cost of
preparing each new Bond upon each exchange or transfer and any other expenses of
City or Trustee incurred in connection therewith shall be paid by City. City shall not be
required to transfer or exchange any Bonds selected for redemption in whole or in part.
The person in whose name any Bond shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account
of the principal or premium, if any, or interest on any Bond shall be made only to or
upon the order of the registered owner thereof or its legal representative, but such
registration may be changed as hereinabove provided. All such payments shall be valid
and effectual to satisfy and discharge the liability upon such Bond to the extent of the
sum or sums so paid.
In any case where the date of maturity of interest on or principal of the Bonds or
the date fixed for redemption of any Bonds shall be a Saturday or Sunday or shall be in
the State a legal holiday or a day on which banking institutions are authorized by law to
close, then payment of interest or principal (and premium, if any) need not be made on
such date but may be made on the next succeeding business day with the same force
and effect as if made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after the date of maturity or date fixed for
redemption.
SECTION SIX: The Bonds shall be executed on behalf of the City by
the manual or facsimile signatures of the Mayor and City Clerk and shall have impressed
or imprinted thereon the seal of the City. The Bonds, together with interest thereon,
are secured by and are payable solely from the Net Revenues (hereinafter defined)
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Ordinance No. 1546 (#06 - 2016)
Page Seven
Derived from the System ("System Revenues") which are hereby pledged and
mortgaged for the equal and ratable payment of the Bonds.
SECTION SEVEN; The Bonds and the Certificate shall be in
substantially the following form and the Mayor and City Clerk are hereby expressly
authorized and directed to make all recitals contained therein:
[Remainder of page intentionally left blank.]
1298617-v1
Ordinance No. 1546 (#06 - 2016)
Page Eight
REGISTERED
No. RA -
(Form of Series 2016A Bond)
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF PULASKI
CITY OF JACKSONVILLE
WASTEWATER REFUNDING
REVENUE BOND, SERIES 2016A
(Federally Taxable)
REGISTERED
Maturity Date: Interest Rate: %
Dated Date: April 12, 2016 CUSIP No.:
Registered Owner: Cede & Co.
Principal Amount:
KNOW ALL BY THESE PRESENT, THAT:
The City of Jacksonville, County of Pulaski, State of Arkansas (the "City', for
value received, hereby promises to pay, but solely from the source as hereinafter
provided and not otherwise, to the Registered Owner shown above upon the
presentation and surrender hereof at the principal corporate office of Bank of the
Ozarks, Little Rock, Arkansas, or its successor or successors, as Trustee and Paying
Agent (the "Trustee', on the Maturity Date shown above, the Principal Amount shown
above, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts and to pay by
check or draft interest thereon, but solely from the source as hereinafter provided and
not otherwise, in like coin or currency from the interest commencement date specified
below at the Interest Rate per annum shown above, payable June 1, 2016, and
semiannually thereafter on June 1 and December 1 of each year, until payment of such
Principal Amount or, if this Bond or a portion thereof shall be duly called for
redemption, until the date fixed for redemption, and to pay interest on overdue
principal and interest (to the extent legally enforceable) at the rate borne by this Bond.
Payment of each installment of interest shall be made to the person in whose name this
Bond is registered on the registration books of the City maintained by Trustee at the
close of business on the Fifteenth (15th) day of the month (whether or not a business
day) next preceding each interest payment date (the "Record Date', irrespective of
any transfer or exchange of this Bond subsequent to such Record Date and prior to
such interest payment date.
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Trustee for registration of transfer,
1298617-v1
Ordinance No, 1546 (#06 - 2016)
Page Nine
exchange, or payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is required by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
Registered Owner hereof, Cede & Co., has an interest herein.
This Bond shall bear interest from the payment date next preceding the date on
which it is authenticated unless it is authenticated on an interest payment date, in
which event it shall bear interest from such date, or unless it is authenticated prior to
the first interest payment date, in which event it shall bear interest from the Dated Date
shown above, or unless it is authenticated during the period from the Record Date to
the next, authenticated payment date, in which case it shall bear interest from such
interest payment date, or unless at the time of authentication hereof interest is in
default hereon, in which event it shall bear interest from the date to which interest has
been paid.
This Bond is one of an issue of City of Jacksonville, Arkansas Wastewater
Refunding Revenue Bonds, Series 2016A (Federally Taxable), aggregating One Million
Eight Hundred Sixty -Five Thousand and No/100 Dollars ($1,865,000.00) in principal
amount (the "Series 2016A Bonds" or the "Bonds"), and is issued for the purposes of
currently refunding the City of Jacksonville, Arkansas Wastewater Refunding Revenue
Bonds, Series 2009A Bonds (Federally Taxable) (the "Series 2009A Bonds'; funding a
Debt Service Reserve; and paying expenses incidental thereto and to the authorization
and issuance of the Series 2016A Bonds.
The Bonds are issued pursuant to and in full compliance with the Constitution
and laws of the State of Arkansas (the "State'), including particularly ACA § 14-164-401
et. seq. and ACA § 14-235-201 et. seq. and pursuant to Ordinance No. 1546 (#06 -
2016) duly adopted on March 3, 2016 (the "Authorizing Ordinance"), and do not
constitute an indebtedness of City within any constitutional or statutory limitation. The
Bonds are not general obligations of City, but are special obligations payable on a parity
of security with City's obligations pursuant to City's Wastewater Refunding Revenue
Bonds, Series 2016B (the "Series 2016B Bonds', solely from the Net Revenues derived
from the operation of the City's wastewater system (the "System"). An amount of Net
Revenues sufficient to pay the principal of and interest on the Series 2016A Bonds and
the Series 2016B Bonds have been duly pledged and set aside into the Series 2016A
Wastewater Revenue Bond Fund created by the Authorizing Ordinance and the Series
2016B Wastewater Revenue Bond Fund. Reference is hereby made to the Authorizing
Ordinance for a detailed statement of the terms and conditions upon which the Bonds
are issued, of the nature and extent of the security for the Bonds, and the rights and
1298617-v1
Ordinance No. 1546 (#06 - 2016)
Page Ten
obligations of City, Trustee, and all Registered Owners of the Bonds. City has fixed and
has covenanted and agreed to maintain rates for the services of the System which shall
be sufficient at all times to provide for the proper and reasonable expenses of operation
and maintenance of the System, for the payment of the principal of and interest on the
Series 2016A Bonds and the Series 2016B Bonds, including Trustee's fees, as the same
become due and payable, to establish and maintain debt service reserves, and to make
the required deposits for the depreciation of the System.
The Series 2016A Bonds shall be subject to optional and mandatory sinking fund
redemption as follows:
1. Optional Redemption. The Bonds are subject to redemption at the option
of City from funds from any source, in whole at any time or in part on any interest
payment date on and after June 1, 2021, prior to maturity in inverse order of maturities
in whole, at any time, or in part on any interest payment date, from any moneys
available therefor at a redemption price equal to the principal amount being redeemed
plus accrued interest to the redemption date. If fewer than all of the Bonds shall be
called for redemption, the particular maturities of the Bonds to be redeemed shall be
selected by City in its discretion. If fewer than all of the Bonds of any one maturity
shall be called for redemption, the particular Bonds or portion thereof to be redeemed
from such maturity shall be selected by lot by Trustee.
2. Mandatory Sinking Fund Redemption. To the extent not previously
redeemed, the Bonds maturing on December 1 in the year 2020 are subject to
mandatory sinking fund redemption by lot in such manner as Trustee shall determine,
on December 1 in the years and in the amounts set forth below, at a redemption price
equal to the principal amount being redeemed plus accrued interest to the date of
redemption:
[Remainder of page intentionally left blank.]
1298617-v1
Ordinance No, 1546 (#06 - 2016)
Page Eleven
Series 2016A Bonds Maturing December 1, 2020
Principal
Years
Amounts
2016
$ 145,000
2017
440,000
2018
450,000
2019
460,000
2020 (Maturity)
370,000
The provisions for mandatory sinking fund redemption of the Bonds are subject
to the provisions of the Authorizing Ordinance which permit City to receive credit for
Bonds previously redeemed or for Bonds acquired by City and surrendered to Trustee.
In case any outstanding Bond is in a denomination greater than Five Thousand
and No/100 Dollars ($5,000.00), each Five Thousand and No/100 Dollars ($5,000.00) of
face value of such Bond shall be treated as a separate Bond of the denomination of Five
Thousand and No/100 Dollars ($5,000.00).
Notice of redemption identifying the Bonds or portions thereof (which shall be
Five Thousand and No/100 Dollars ($5,000.00) or a multiple thereof) to be redeemed
shall be given by Trustee, not less than Thirty (30) nor more than Sixty (60) days prior
to the date fixed for redemption, by mailing a copy of the redemption notice by first
class mail, postage prepaid, to all Registered Owners of Bonds to be redeemed. Failure
to mail an appropriate notice or any such notice to one or more Registered Owners of
Bonds to be redeemed shall not affect the validity of the proceedings for redemption of
other Bonds as to which notice of redemption is duly given in proper and timely fashion.
All such Bonds or portions thereof thus called for redemption and for the retirement of
which funds are duly provided in accordance with the Authorizing Ordinance prior to the
date fixed for redemption will cease to bear interest on such redemption date.
This Bond is transferable by the Registered Owner hereof in person or by his
attorney-in-fact duly authorized in writing at the principal corporate trust office of the
Trustee, but only in the manner, subject to the limitations and upon payment of the
charges provided in the Authorizing Ordinance, and upon surrender and cancellation of
this Bond. Upon such transfer a new fully registered bond or bonds of the same
maturity, of authorized denomination or denominations, for the same aggregate
principal amount, will be issued to the transferee in exchange therefor. This Bond is
issued with the intent that the laws of the State shall govern its construction.
1298617-0
Ordinance No. 1546 (#06 - 2016)
Page Twelve
No charge shall be made to the owner of any Bond for the privilege of
registration, but any owner requesting any such registration shall pay any tax or
governmental charge required to be paid with respect thereto. Except as otherwise
provided in the immediately preceding sentence, the cost of preparing each new Bond
upon each exchange or transfer and any other expenses of City or Trustee incurred in
connection therewith shall be paid by City. Neither City nor Trustee shall be required to
transfer or exchange any Bond selected for redemption in whole or in part.
City and Trustee may deem and treat the Registered Owner hereof as the
absolute owner hereof for the purpose of receiving payment of or on account of
principal hereof and premium, if any, hereon and interest due hereon and for all other
purposes, and neither City nor Trustee shall be affected by any notice to the contrary.
The Bonds are issuable only as fully registered Bonds in the denomination of Five
Thousand and No/100 Dollars ($5,000.00), and any integral multiple thereof. Subject to
the limitations and upon payment of the charges provided in the Authorizing Ordinance,
fully registered Bonds may be exchanged for a like aggregate principal amount of fully
registered Bonds of the same maturity of other authorized denominations.
IT IS, HEREBY, CERTIFIED, RECITED, AND DECLARED that all acts, conditions,
and things required to exist, happen, and be performed precedent to and in the
issuance of the Bonds do exist, have happened, and have been performed in due time,
form, and manner as required by law; that the indebtedness represented by the Bonds,
together with all obligations of City, does not exceed any constitutional or statutory
limitation; and that the above referred to revenues pledged to the payment of the
principal of and premium, if any, and interest on the Bonds as the same become due
and payable will be sufficient in amount for that purpose.
This Bond shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Authorizing Ordinance until the Certificate of
Authentication hereon shall have been signed by Trustee.
[Signature page follows.]
1298617-v1
Ordinance No, 1546 (#06 - 2016)
Page Thirteen
IN WITNESS WHEREOF, the City of Jacksonville, Arkansas has caused this Bond
to be executed by its Mayor and City Clerk and its corporate seal to be impressed or
imprinted on this Bond, all as of the Dated Date shown above.
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Ordinance No, 1546 (#06 - 2016)
Page Fourteen
(Form of Trustee's Certificate)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated Wastewater Refunding Revenue
Bonds, Series 2016A in and issued under the provisions of the within mentioned
Authorizing Ordinance.
Date of Authentication:
1298617-0
Bank of the Ozarks
Little Rock, Arkansas, Trustee
0
Authorized Signature
Ordinance No, 1546 (#06 - 2016)
Page Fifteen
(Form of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED, (`Transferor"),
hereby sells, assigns, and transfers unto , the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
as attorney to transfer the within Bond on the books kept
for registration thereof with full power of substitution in the premises.
DATE:
Transferor
GUARANTEED BY:
NOTICE: Signature(s) must be guaranteed by a member of or participant in the
Securities Transfer Agents Medallion Program (STAMP), or in another signature
guaranty program recognized by the Trustee.
1298617-v1
Ordinance No. 1546 (#06 - 2016)
Page Sixteen
REGISTERED
(Form of Series 2016B Bond)
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF PULASKI
CITY OF JACKSONVILLE
WASTEWATER REFUNDING
REVENUE BOND, SERIES 2016B
(NON -AMT)
Maturity Date:
Dated Date: April 12, 2016
Registered Owner: Cede & Co.
Principal Amount:
KNOW ALL BY THESE PRESENT, THAT:
Interest Rate:
CUSIP No.:
REGISTERED
The City of Jacksonville, County of Pulaski, State of Arkansas (the "City"), for
value received, hereby promises to pay, but solely from the source as hereinafter
provided and not otherwise, to the Registered Owner shown above upon the
presentation and surrender hereof at the principal corporate office of Bank of the
Ozarks, Little Rock, Arkansas, or its successor or successors, as Trustee and Paying
Agent (the "Trustee', on the Maturity Date shown above, the Principal Amount shown
above, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts and to pay by
check or draft interest thereon, but solely from the source as hereinafter provided and
not otherwise, in like coin or currency from the interest commencement date specified
below at the Interest Rate per annum shown above, payable June 1, 2016, and
semiannually thereafter on June 1 and December 1 of each year, until payment of such
Principal Amount or, if this Bond or a portion thereof shall be duly called for
redemption, until the date fixed for redemption, and to pay interest on overdue
principal and interest (to the extent legally enforceable) at the rate borne by this Bond.
Payment of each installment of interest shall be made to the person in whose name this
Bond is registered on the registration books of the City maintained by the Trustee at
the close of business on the Fifteenth (15th) day of the month (whether or not a
business day) next preceding each interest payment date (the '*"Record Date"),
irrespective of any transfer or exchange of this Bond subsequent to such Record Date
and prior to such interest payment date.
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Trustee for registration of
1298617-v1
Ordinance No. 1546 (#06 - 2016)
Page Seventeen
transfer, exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is required by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the Registered Owner hereof, Cede & Co., has an interest herein.
This Bond shall bear interest from the payment date next preceding the date on
which it is authenticated unless it is authenticated on an interest payment date, in
which event it shall bear interest from such date, or unless it is authenticated prior to
the first interest payment date, in which event it shall bear interest from the Dated Date
shown above, or unless it is authenticated during the period from the Record Date to
the next ,authenticated payment date, in which case it shall bear interest from such
interest payment date, or unless at the time of authentication hereof interest is in
default hereon, in which event it shall bear interest from the date to which interest has
been paid.
This Bond is one of an issue of City of Jacksonville, Arkansas Wastewater
Refunding Revenue Bonds, Series 20168, (Non -AMT) aggregating Fourteen Million
Fifteen Thousand and No/100 Dollars ($14,015,000.00) in principal amount (the "Series
2016B Bonds" or the "Bonds"), and is issued for the purposes of currently refunding the
City of Jacksonville, Arkansas Wastewater Construction Revenue Bonds, Series 2009B
(Non -AMT) (the "Series 2009B Bonds'; funding a Debt Service Reserve; and paying
expenses incidental thereto and to the authorization and issuance of the 2016B Bonds.
The Bonds are issued pursuant to and in full compliance with the Constitution
and laws of the State of Arkansas (the "State"), including particularly ACA § 14-164-401
et. seq. and ACA § 14-235-201 et. seq. and pursuant to Ordinance No. 1546 (# 06 -
2016) duly adopted on March 3, 2016 ('the "Authorizing Ordinance"), and do not
constitute an indebtedness of City within any constitutional or statutory limitation. The
Bonds are not general obligations of City, but are special obligations payable on a parity
of security with City's obligations pursuant to City's Wastewater Refunding Revenue
Bonds, Series 2016A (the "Series 2016A Bonds"), solely from the Net Revenues derived
from the operation of the City's wastewater system (the "System'. An amount of Net
Revenues sufficient to pay the principal of and interest on the Series 2016A Bonds and
the Series 2016B Bonds have been duly pledged and set aside into the Series 2016A
Wastewater Revenue Bond Fund created by the Authorizing Ordinance and the Series
2016B Wastewater Revenue Bond Fund. Reference is hereby made to the Authorizing
Ordinance for a detailed statement of the terms and conditions upon which the Bonds
are issued, of the nature and extent of the security for the Bonds, and the rights and
1298617-v1
Ordinance No, 1546 (#06 - 2016)
Page Eighteen
obligations of City, Trustee, and the Registered Owners of the Bonds. City has fixed
and has covenanted and agreed to maintain rates for the services of the System which
shall be sufficient at all times to provide for the proper and reasonable expenses of
operation and maintenance of the System, for the payment of the principal of and
interest on the Series 2016A Bonds and the Series 2016B Bonds, including Trustee's
fees, as the same become due and payable, to establish and maintain debt service
reserves, and to make the required deposits for the depreciation of the System.
The Bonds shall be subject to optional and mandatory sinking fund redemption
as follows:
1. Optional Redemption. The Bonds are subject to redemption at the option
of City from funds from any source, in whole at any time or in part on any interest
payment date on and after June 1, 2021, prior to maturity in inverse order of maturities
in whole, at any time, or in part on any interest payment date, from any moneys
available therefor at a redemption price equal to the principal amount being redeemed
plus accrued interest to the redemption date. If fewer than all of the Bonds shall be
called for redemption, the particular maturities of the Bonds to be redeemed shall be
selected by City in its discretion. If fewer than all of the Bonds of any one maturity
shall be called for redemption, the particular Bonds or portion thereof to be redeemed
from such maturity shall be selected by lot by Trustee.
2. Mandatory Sinking Fund Redemption. To the extent not previously
redeemed, the bonds maturing on December 1 in the years 2031, 2036, and 2039 are
subject to mandatory sinking fund redemption by lot in such manner as the Trustee
shall determine, on December 1 in the years and in the amounts set forth below, at a
redemption price equal to the principal amount being redeemed plus accrued interest to
the date of redemption:
[Reminder of page intentionally left blank.]
1298617-v l
Ordinance No, 1546 (#06 - 2016)
Page Nineteen
Series 2016B Bonds Maturing December 1, 2031
Series 2016B Bonds Maturing December 1, 2036
Principal
Years
Amounts
2027
$ 720,000
2028
750,000
2029
780,000
2030
810,000
2031 (Maturity)
845,000
Series 2016B Bonds Maturing December 1, 2036
Series 2016B Bonds Maturing December 1, 2039
Principal
Years Amounts
2037 $ 1,045,000
2038 1,080,000
2039 (Maturity) 830,000
The provisions for mandatory sinking fund redemption of the Bonds are subject
to the provisions of the Authorizing Ordinance which permit City to receive credit for
Bonds previously redeemed or for Bonds acquired by City and surrendered to Trustee.
In case any outstanding Bond is in a denomination greater than Five Thousand
and No/100 Dollars ($5,000.00) each Five Thousand and No/100 Dollars ($5,000.00) of
face value of such Bond shall be treated as a separate Bond of the denomination of Five
Thousand and No/100 Dollars ($5,000.00).
Notice of redemption identifying the Bonds or portions thereof (which shall be
Five Thousand and No/100 Dollars ($5,000.00) or a multiple thereof) to be redeemed
shall be given by the Trustee, not less than Thirty (30) nor more than Sixty (60) days
prior to the date fixed for redemption, by mailing a copy of the redemption notice by
First Class mail, postage prepaid, to all Registered Owners of Bonds to be redeemed.
1298617-v1
Principal
Years
Amounts
2032
$ 880,000
2033
910,000
2034
940,000
2035
975,000
2036 (Maturity)
1,010,000
Series 2016B Bonds Maturing December 1, 2039
Principal
Years Amounts
2037 $ 1,045,000
2038 1,080,000
2039 (Maturity) 830,000
The provisions for mandatory sinking fund redemption of the Bonds are subject
to the provisions of the Authorizing Ordinance which permit City to receive credit for
Bonds previously redeemed or for Bonds acquired by City and surrendered to Trustee.
In case any outstanding Bond is in a denomination greater than Five Thousand
and No/100 Dollars ($5,000.00) each Five Thousand and No/100 Dollars ($5,000.00) of
face value of such Bond shall be treated as a separate Bond of the denomination of Five
Thousand and No/100 Dollars ($5,000.00).
Notice of redemption identifying the Bonds or portions thereof (which shall be
Five Thousand and No/100 Dollars ($5,000.00) or a multiple thereof) to be redeemed
shall be given by the Trustee, not less than Thirty (30) nor more than Sixty (60) days
prior to the date fixed for redemption, by mailing a copy of the redemption notice by
First Class mail, postage prepaid, to all Registered Owners of Bonds to be redeemed.
1298617-v1
Ordinance No. 1546 (#06 - 2016)
Page Twenty
Failure to mail an appropriate notice or any such notice to one or more Registered
Owners of Bonds to be redeemed shall not affect the validity of the proceedings for
redemption of other Bonds as to which notice of redemption is duly given in proper and
timely fashion. All such Bonds or portions thereof thus called for redemption and for
the retirement of which funds are duly provided in accordance with the Authorizing
Ordinance prior to the date fixed for redemption will cease to bear interest on such
redemption date.
This Bond is transferable by the Registered Owner hereof in person or by its
attorney-in-fact duly authorized in writing at the principal corporate trust office of the
Trustee, but only in the manner, subject to the limitations and upon payment of the
charges provided in the Authorizing Ordinance, and upon surrender and cancellation of
this Bond. Upon such transfer a new fully registered bond or bonds of the same
maturity, of authorized denomination or denominations, for the same aggregate
principal amount, will be issued to the transferee in exchange therefor. This Bond is
issued with the intent that the laws of the State shall govern its construction.
No charge shall be made to the owner of any Bond for the privilege of
registration, but any owner requesting any such registration shall pay any tax or
governmental charge required to be paid with respect thereto. Except as otherwise
provided in the immediately preceding sentence, the cost of preparing each new Bond
upon each exchange or transfer and any other expenses of City or Trustee incurred in
connection therewith shall be paid by City. Neither City nor Trustee shall be required to
transfer or exchange any Bond selected for redemption in whole or in part.
City and Trustee may deem and treat the Registered Owner hereof as the
absolute owner hereof for the purpose of receiving payment of or on account of
principal hereof and premium, if any, hereon and interest due hereon and for all other
purposes, and neither City nor Trustee shall be affected by any notice to the contrary.
The Bonds are issuable only as fully registered Bonds in the denomination of Five
Thousand and No/100 Dollars ($5,000), and any integral multiple thereof. Subject to
the limitations and upon payment of the charges provided in the Authorizing Ordinance,
fully registered Bonds may be exchanged for a like aggregate principal amount of fully
registered Bonds of the same maturity of other authorized denominations.
IT IS, HEREBY, CERTIFIED, RECITED, AND DECLARED that all acts, conditions,
and things required to exist, happen, and be performed precedent to and in the
issuance of the Bonds do exist, have happened, and have been performed in due time,
form, and manner as required by law; that the indebtedness represented by the Bonds,
together with all obligations of City, does not exceed any constitutional or statutory
limitation; and, that the above referred to revenues pledged to the payment of the
1298617-v1
Ordinance No. 1546 (#06 - 2016)
Page Twenty -One
principal of and premium, if any, and interest on the Bonds as the same become due
and payable will be sufficient in amount for that purpose.
This Bond shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Authorizing Ordinance until the Certificate of
Authentication hereon shall have been signed by Trustee.
IN WITNESS WHEREOF, the City of Jacksonville, Arkansas has caused this Bond
to be executed by its Mayor and City Clerk and its corporate seal to be impressed or
imprinted on this Bond, all as of the Date shown above.
[Signature page follows.]
1298617-v 1
Ordinance No, 1546 (#06 - 2016)
Page Twenty -Two
IN WITNESS WHEREOF, the City of Jacksonville, Arkansas has caused this Bond
to be executed by its Mayor and City Clerk and its corporate seal to be impressed or
imprinted on this Bond, all as of the Dated Date shown above.
1298617-v1
Ordinance No, 1546 (#06 - 2016)
Page Twenty -Three
(Form of Trustee's Certificate)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated Wastewater Refunding Revenue
Bonds, Series 2016B in and issued under the provisions of the within mentioned
Authorizing Ordinance.
Date of Authentication:
Bank of the Ozarks
Little Rock, Arkansas, Trustee
Authorized Signature
1298617-v1
Ordinance No, 1546 (#06 - 2016)
Page Twenty -Four
(Form of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED, ("Transferor"),
hereby sells, assigns, and transfers unto , the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
as attorney to transfer the within Bond on
the books kept for registration thereof with full power of substitution in the premises.
DATE:
Transferor
GUARANTEED BY:
NOTICE: Signature(s) must be guaranteed by a member of or participant in the
Securities Transfer Agents Medallion Program (STAMP), or in another signature
guaranty program recognized by the Trustee.
1298617-v1
Ordinance No, 1546 (#06 - 2016)
Page Twenty -Five
SECTION EIGHT: The rates charged for services of the System
heretofore fixed by ordinances of City and the conditions, rights, and obligations
pertaining thereto, as set out in those ordinances, are hereby ratified, confirmed, and
continued. None of the facilities or services afforded by the System shall be furnished
without a charge being made therefor. In the event that the City or any department,
agency, or instrumentality thereof shall avail itself of the facilities and services afforded
by the System, the reasonable value of the service or facilities so afforded shall be
charged against City or such department, agency, or instrumentality and shall be paid
for as the charges accrue. The revenues so received shall be deemed to be revenues
derived from the operation of the System and shall be used and accounted for in the
same manner as the other revenues derived from the operation of the System.
City covenants that the rates established will produce System Revenues at least
sufficient to pay principal of and interest on all outstanding bonds and other debt
obligations to which System Revenues are pledged ("System Bonds"), maintain debt
service reserves at the required levels, provide the amount required to be set aside for
the Depreciation Fund (hereinafter identified), and pay the expenses of operation and
maintenance of the System, including all expense items properly attributable to
operation and maintenance under generally accepted accounting principles applicable to
municipal wastewater facilities (other than depreciation, interest, and amortization of
deferred bond discount expenses). City further covenants that the rates shall, if and
when necessary from time to time, be increased in such manner as will produce System
Revenues at least sufficient to comply with the previous sentence.
City covenants and agrees that the rates shall never be reduced while any of the
Bonds are outstanding unless there is obtained from an independent certified public
accountant ("Accountant") a certificate that the Net Revenues of the System ("Net
Revenues" being defined as gross revenues less the expenses of operation and
maintenance of the System, including all expense items properly attributable to the
operation and maintenance of the System under generally accepted accounting
principles applicable to municipal wastewater facilities, excluding depreciation, interest,
and amortization of deferred bond discount expenses), with the reduced rates, will
always be equal to the amount required to be set aside for the Depreciation Fund
(hereinafter identified), and leave a balance equal to at least One Hundred Twenty-five
Percent (125%) of the average annual principal and interest requirements on the
System Bonds. City further covenants and agrees that the rates shall, if and when
necessary, from time to time, be increased in such manner as will produce System
Revenues at least sufficient to pay the principal and interest on all System Bonds when
due, to pay the operation and maintenance expenses of the System, and to deposit the
amounts required to be paid into the Depreciation Fund (hereinafter identified) and the
Debt Service Reserve in accordance with this Ordinance.
1298617 -vi
Ordinance No, 1546 (#06 - 2016)
Page Twenty -Six
SECTION NINE; The System shall be continuously operated as a
revenue producing undertaking and all revenues shall be paid into a special fund
heretofore created and designated "Wastewater Fund" (the "Revenue Fund"). The
revenues so deposited in the Revenue Fund are hereby pledged and shall be applied to
the payment of the reasonable and necessary expenses of operation, repair, and
maintenance of the System, to the payment of the principal of and premium, if any, and
interest on System Bonds, to the establishment and maintenance of a Debt Service
Reserve, and to the providing of a Depreciation Fund, as hereafter set forth. The
Revenue Fund, and the other special funds hereafter in this Ordinance provided for or
referred to, shall be maintained in such depositories of the City as shall from time to
time be designated by the Commission, with all such depositories to hold membership
in the Federal Deposit Insurance Corporation (the "FDIC"), to be located in Pulaski
County, Arkansas, and to have a capital and surplus of not less than Fifteen Million and
No/100 Dollars ($15,000,000.00), and with all deposits in any depository in excess of
the amount insured by the FDIC to be secured by bonds or other direct or fully
guaranteed obligations of the United States of America unless invested in accordance
with Section Twenty-five hereof.
SECTION TEN; There shall be paid from the Revenue Fund into a
fund heretofore created and designated "Wastewater Operation and Maintenance Fund"
(the "Operation and Maintenance Fund') on or before the Tenth (10"') day of each
month while any Bonds are outstanding, an amount sufficient to pay the reasonable
and necessary monthly expenses of operation, repair, and maintenance of the System
for such month and from which disbursements shall be made only for those purposes.
Fixed annual charges such as insurance premiums and the cost of major repair and
maintenance expenses may be computed and set up on an annual basis, and
One -Twelfth (1/12) of the amount thereof may be paid into the Operation and
Maintenance Fund each month.
If in any month for any reason there shall be a failure to transfer and pay the
required amount into Operation and Maintenance Fund, the amount of any deficiency
shall be added to the amount otherwise required to be transferred and paid into such
fund in the next succeeding month. If in any fiscal year a surplus shall be accumulated
in the Operation and Maintenance Fund over and above the amount which shall be
necessary to defray the reasonable and necessary cost of operation, repair, and
maintenance of the System during the remainder of the then current fiscal year and the
next ensuing fiscal year, such surplus may be transferred and deposited in the Revenue
Fund.
SECTION ELEVEN: (a) After making the required monthly deposits into
the Operation and Maintenance Fund, there shall be paid from the Revenue Fund, pro
rata, the required monthly deposits into two special funds in the name of the City
which are hereby created and designated the "Series 2016A Wastewater Refunding
1298617-v1
Ordinance No, 1546 (#06 - 2016)
Page Twenty -Seven
Revenue Bond Fund" and the "Series 20168 Wastewater Refunding Revenue Bond
Fund," respectively (together, the "Bond Funds") on or before the Fifteenth (15th) day
of each month, commencing in April 15, 2016, until all outstanding bonds, with interest
thereon, have been paid in full or provision made for such payment a sum equal to
One -Sixth (1/6) of the next installment of interest due on the Bonds and One -Twelfth
(1/12) of the next installment of principal due on the Bonds.
City shall also pay into the Bond Funds such additional sums as necessary to
provide for the Trustee's fees and expenses and any arbitrage rebate due the United
States Treasury under Section 148(f) of the Internal Revenue Code of 1986, as
amended (the "Code"). City shall realize a credit against monthly deposits into the
Bond Funds from Bond proceeds deposited therein, all interest earnings on moneys in
the Bond Funds and all transfers made from the Debt Service Reserve during the
preceding month.
There is hereby created, as a part of the Bond Funds, a Debt Service Reserve
which shall be maintained by City in an amount equal to the lesser of: (a) Fifty Percent
(50%) of the maximum annual principal and interest requirement on the Series 2016A
Bonds and the Series 2016B Bonds; or, (b) Five Percent (5%) of the aggregate
proceeds of the Series 2016A Bonds and the Series 2016B Bonds (excluding accrued
interest but including Underwriter's discount), whichever is lesser (the "Required
Level'. Should the Debt Service Reserve become impaired or be reduced below the
Required Level, City shall make additional monthly payments from the Revenue Fund
until the impairment or reduction is corrected within a Twelve (12) month period.
If for any reason the City should fail at any time to make any of the required
payments into the Bond Funds, any sums then held in the Debt Service Reserve shall be
used to the extent necessary for the payment of principal of or interest on the Bonds,
but the Debt Service Reserve shall be reimbursed from the Revenue Fund before any
moneys in the Revenue Fund shall be used for any other purpose other than the
making of payments required to be made into the Operation and Maintenance Fund and
the Bond Funds. The Debt Service Reserve shall be used solely as provided herein.
If System Revenues are insufficient to make the required payment on the first
business day of the following month into the Bond Funds, the amount of any such
deficiency in the payment made shall be added to the amount otherwise required to be
paid into the Bond Funds on the first business day of the next month.
When the moneys held in the Bond Funds shall be and remain sufficient to pay
the principal of and interest on all of the Bonds then outstanding plus Trustee's fees
and any arbitrage rebate due as provided above, City shall not be obligated to make
any further payments into the Bond Funds.
1298617-v1
Ordinance No. 1546 (#06 - 2016)
Page Twenty -Eight
It shall be the duty of City to cause to be withdrawn from the Bond Funds and
deposited with the Trustee at least One (1) business day before the due date of any
principal and/or interest on any Bond, at maturity or redemption prior to maturity, and
deposited with the Trustee an amount equal to the amount of such Bond and interest
due thereon for the sole purpose of paying the same, together with the Trustee's fee.
There shall also be withdrawn and paid to the United States Treasury any arbitrage
rebate due at the times and in the amounts required by Section 148(f) of the Code. No
withdrawal of funds from the Bond Funds shall be made for any other purpose except
as otherwise authorized in this Ordinance.
The Bonds shall be specifically secured by a pledge of all Net Revenues
remaining after the deposits have been made to the Operation and Maintenance Fund.
This pledge in favor of the Bonds is hereby irrevocably made according to the terms of
this Ordinance, and City and its officers and employees shall execute, perform, and
carry out the terms thereof in strict conformity with the provisions of this Ordinance.
SECTION TWELVE: After making the required payments into the
Operation and Maintenance Fund and the Bond Funds, there shall be paid from the
Revenue Fund into a fund heretofore created and designated the "Wastewater
Depreciation Fund" (the "Depreciation Fund") on or before the Fifteenth (15th) day of
each month while any Bonds are outstanding, Three Percent (3%) of the revenues
which remain after the required payment into the Operation and Maintenance Fund has
been made. The moneys in the Depreciation Fund shall be used solely for the purpose
of paying the cost of replacements made necessary by the depreciation of the System.
If in any fiscal year a surplus shall be accumulated in the Depreciation Fund over and
above the amount necessary to defray the cost of the probable replacements during the
then current fiscal year and the next ensuing fiscal year, such surplus may be
transferred and paid into the Revenue Fund.
SECTION THIRTEEN; Any surplus in the Revenue Fund, after making the
required monthly deposits into the other funds as set forth above, may be used, at the
option of City, for any lawful purpose of the System, as approved by the Commission.
SECTION FOURTEEN. So long as any of the Bonds are outstanding, City
shall not issue or attempt to issue any bonds claimed to be entitled to a priority of lien
on System Revenues over the lien securing the Bonds. City reserves the right to issue
additional bonds to finance or pay the cost of making any future extensions,
betterments, or improvements to the System, or to refund bonds issued for such
purposes, but City shall not authorize or issue any such additional bonds ranking on a
parity with the Bonds unless and until there has been procured and filed with the City
Clerk and Trustee a statement by an independent certified public accountant not in the
regular employ of City (the "Accountant') reciting the opinion, based upon necessary
investigation, that either: (1) Net Revenues of the System for the fiscal year
Ordinance No, 1546 (#06 - 2016)
Page Twenty -Nine
immediately preceding the fiscal year in which it is proposed to issue such additional
bonds were not less than One Hundred Twenty -Five Percent (125%) of the average
annual principal and interest requirements on all the then outstanding System Bonds
and the additional parity bonds then proposed to be issued; or, (2) Net Revenues of the
System for the ensuing fiscal year, including any increase in revenues attributable to
the proposed extensions, betterments, and improvements as reflected by the written
opinion of a duly qualified consulting engineer not in the regular employ of City and
including any additional revenues expected to be received as a result of a rate increase
effective during such year or the prior fiscal year, shall be equal to not less than One
Hundred Twenty -Five Percent (125%) of the average annual principal and interest
requirements on all the then outstanding System Bonds and the additional parity bonds
then proposed to be issued.
For the purposes of the computation required by (1) above, additional amounts
may be added to the Net Revenues of the completed fiscal year immediately preceding
the issuance of the additional bonds, as follows: if, prior to the issuance of the
additional bonds, and subsequent to the first day of such preceding fiscal year, City
shall have increased its rates or charges imposed for services of the System, there may
be added to the Net Revenues of such fiscal year the additional Net Revenues which
would have been received from the operations of the System during such fiscal year
had such increase been in effect throughout such fiscal year.
Notwithstanding satisfaction of the other conditions to the issuance of additional
bonds as set forth in this Section, no issuance may occur if a default or breach (or any
event which, once all notice or grace periods have passed, would constitute a breach)
exists unless such breach shall be cured upon such issuance.
SECTION FIFTEEN; City and Utility covenant and agree that it will
maintain the System in good condition and operate the same in an efficient manner and
at reasonable cost. While any of the Bonds are outstanding, City agrees that it will
insure and at all times keep insured, in the amount of the full insurable value thereof, in
a responsible insurance company or companies selected by the Commission and
authorized and qualified under the laws of the State to assume the risk thereof, all
aboveground structures of the System, to the extent that such structures would be
covered by insurance by private companies engaged in similar types of businesses,
against loss or damage thereto from fire, lightning, tornados, winds, riot, strike, civil
commotion, malicious damage, explosion, and against any other loss or damage from
any other causes customarily insured against by private companies engaged in similar
types of business. The insurance policies are to carry a clause making them payable to
the Commission and Trustee as their interests may appear, and satisfactory evidence of
said insurance shall be filed with Trustee. In the event of loss, the proceeds of such
insurance shall be applied solely toward the reconstruction, replacement, or repair of
the System and, in such event City will, with reasonable promptness, cause to be
1298617-v1
Ordinance No, 1546 (#06 - 2016)
Page Thirty
commenced and completed the reconstruction, replacement, and repair work. If such
proceeds are more than sufficient for such purposes, the balance remaining shall be
deposited to the credit of the Revenue Fund, and if such proceeds shall be insufficient
for such purposes the deficiency shall be supplied first from moneys in the Depreciation
Fund and second from moneys in the Operation and Maintenance Fund and third from
surplus moneys in the Revenue Fund. Nothing shall be construed as requiring City to
expend any moneys for operation and maintenance of the System or for premiums on
its insurance which are derived from sources other than the operation of the System,
but nothing shall be construed as preventing City from doing so.
SECTION SIXTEEN; The Bonds shall be subject to redemption prior to
maturity in accordance with the terms set out in the bond form. City may acquire
Bonds by purchase at a price not in excess of par plus accrued interest, inclusive of
brokerage fees, and surrender to the Trustee any Bonds so acquired, in exchange for
which City shall receive a credit under this Ordinance in an amount equal to the
principal amount of the Bonds so acquired and surrendered, for and of the then next
date for mandatory sinking fund redemption of Bonds of the same maturity.
SECTIONSEVENTEEN; The Commission will keep proper books of accounts
and records (separate from all other records and accounts of City) in which complete
and correct entries shall be made of all transactions relating to the operation of the
System, and such books shall be available for inspection by the registered owner of any
of the Bonds at reasonable times and under reasonable circumstances. City and the
Commission agree to have these records audited by an Accountant at least once each
year, and a copy of the audit shall be delivered to Trustee and made available to
interested registered owners requesting the same in writing. In the event that City or
the Commission fail or refuse to make the audit, Trustee, or any registered owner of
the Bonds, may have the audit made, and the cost thereof shall be charged against the
Operation and Maintenance Fund.
SECTION EIGHTEEN; Any Bond shall be deemed to be paid within the
meaning of this Ordinance when payment of the principal of and interest on such Bond
(whether at maturity or upon redemption as provided herein, or otherwise), either: (i)
shall have been made or caused to be made in accordance with the terms thereof; or,
(ii) shall have been provided for by irrevocably depositing with Trustee, in trust and
irrevocably set aside exclusively for such payment (1) cash fully insured by the FDIC
and/or collateralized sufficient to make such payment and/or (2) direct obligations of
(including obligations issued or held in book -entry form on the books of) the
Department of the Treasury of the United States of America ("Government Securities'
(provided that such deposit will not affect the tax exempt status of the interest on any
of the Bonds or cause any of the Bonds to be classified as "arbitrage bonds" within the
meaning of Section 148 of the Code), maturing as to principal and interest in such
amounts and at such times as will provide sufficient moneys to make such payment,
1298617-v1
Ordinance No, 1546 (#06 - 2016)
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and all necessary and proper fees, compensation, and expenses of Trustee shall have
been paid or the payment thereof provided for to the satisfaction of Trustee.
On the payment of any such Bonds within the meaning of this Ordinance,
Trustee shall hold in trust, for the benefit of the owners of such Bonds, all such moneys
and/or Government Securities.
When all the Bonds shall have been paid within the meaning of this Ordinance, if
Trustee has been paid its fees and expenses and if any arbitrage rebate due the United
States Treasury has been paid or provided for to the satisfaction of Trustee, Trustee
shall take all appropriate action to cause: (i) the pledge and lien of this Ordinance to be
discharged and cancelled; and, (ii) all moneys held by it pursuant to this Ordinance and
which are not required for the payment of such Bonds to be paid over or delivered to or
at the direction of City. In determining the sufficiency of the deposit of Government
Securities there shall be considered the principal amount of such Government Securities
and interest to be earned thereon until the maturity of such Government Securities.
SECTION NINETEEN: (a) If there be any default in the payment of the
principal of or interest on any of the Bonds, or if City defaults in any Bond Fund
requirement or in the performance of any of the other covenants contained in this
Ordinance and such failure continues unremedied for Thirty (30) days, or if City
declares bankruptcy or seeks relief from its creditors under the provisions of any other
similar state or federal law, Trustee may, and upon the written request of the registered
owners of not less than Ten Percent (10%) in principal amount of the then outstanding
bonds, shall, by proper suit, compel the performance of the duties of the officials of City
under the laws of Arkansas. And in the case of a default in the payment of the principal
of and interest on any of the Bonds, Trustee may and upon written request of the
registered owners of not less than Ten Percent (10%) in principal amount of the then
outstanding Bonds, shall apply in a proper action to a court of competent jurisdiction for
the appointment of a receiver to administer the System on behalf of City and the
registered owners of the Bonds with power to charge and collect (or by mandatory
injunction or otherwise to cause to be charged and collected) rates sufficient to provide
for the payment of the expenses of operation, maintenance, and repair and to pay any
Bonds and interest outstanding and to apply the System Revenues in conformity with
the laws of Arkansas and with this Ordinance. When all defaults in principal and
interest payments have been cured, the custody and operation of the System shall
revert to City.
(b) No registered owner of any of the outstanding Bonds shall have any right
to institute any suit, action, mandamus, or other proceeding in equity or at law for the
protection or enforcement of any power or right unless such owner previously shall
have given to Trustee written notice of the default on account of which such suit,
action, or proceeding is to be taken, and unless the registered owners of not less than
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Ten Percent (10%) in principal amount of the Bonds then outstanding shall have made
written request of the Trustee after the right to exercise such power or right of action,
as the case may be, shall have accrued, and shall have afforded the Trustee a
reasonable opportunity either to proceed to exercise the powers granted to the Trustee,
or to institute such action, suit, or proceeding in its name, and unless, also, there shall
have been offered to the Trustee reasonable security and indemnity against the costs,
expenses, and liabilities to be incurred therein or thereby and Trustee shall have
refused or neglected to comply with such request within a reasonable time. Such
notification, request, and offer of indemnity are, at the option of the Trustee, conditions
precedent to the execution of any remedy. No one or more registered owners of the
Bonds shall have any right in any manner whatever by his or their action to affect,
disturb, or prejudice the security of this Ordinance, or to enforce any right thereunder
except the manner herein described. All proceedings at law or in equity shall be
instituted, had, and maintained in the manner herein described and for the benefit of all
registered owners of the outstanding Bonds.
(c) No remedy conferred upon or reserved to Trustee or to the registered
owners of the Bonds 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 given by any law or by the Constitution of the State of
Arkansas.
(d) Trustee may, and upon the written request of the registered owners of
not less than a majority in principal amount of the Bonds then outstanding shall 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 consequent thereon.
(e) All rights of action under this Ordinance or under any of the Bonds,
enforceable by Trustee, may be enforced by it without the possession of any of the
Bonds, and any such suit, action, or proceeding instituted by Trustee shall be brought in
its name for the benefit of all the registered owners of such Bonds, subject to the
provisions of this Ordinance.
(f) No delay or omission of Trustee or of any registered owners of the Bonds
to exercise any right or power accrued upon any default shall impair any such right or
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 the Trustee and to the
registered owners of the Bonds, respectively, may be exercised from time to time and
as often as may be deemed expedient.
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(g) After payment of reasonable expenses of Trustee, the application of funds
realized upon default shall be applied to the payment of expenses of City or arbitrage
rebate only after payment of past due and current debt service on the Bonds and
amounts required to restore the Debt Service Reserve to the Required Level.
SECTION TWENTY., (a) The terms of this Ordinance shall constitute a
contract between City and the registered owners of the Bonds and no variation or
change in the undertaking herein set forth shall be made while any of these Bonds are
outstanding, except as hereinafter set forth in Subsections (b) and (c).
(b) Trustee may consent to any variation or change in this Ordinance without
consent of the owners of the outstanding Bonds: (i) in connection with the issuance of
additional parity bonds under this Ordinance; (ii) in order to cure any ambiguity, defect,
or omission herein or to correct or supplement any defective or inconsistent provisions
contained herein as City may deem necessary or desirable and not inconsistent
herewith; or, (iii) in order to make any other variation or change which Trustee
determines shall not adversely affect the interests of the owners of the Bonds.
(c) The owners of not less than Seventy -Five Percent (75%) in aggregate
principal amount of the Bonds then outstanding shall have the right, from time to time,
anything contained in this Ordinance to the contrary notwithstanding, to consent to and
approve the adoption by City of such ordinance supplemental hereto as shall be
necessary or desirable for the purpose of modifying, altering, amending, adding to, or
rescinding, in any particular, any of the terms or provisions contained in this Ordinance
or in any supplemental ordinance; provided, however, that nothing contained in this
Section shall permit or be construed as permitting: (i) an extension of the maturity of
the principal of or the interest on any Bond; (ii) a reduction in the principal amount of
any Bond or the rate of interest thereon; (iii) the creation of a lien or pledge superior to
the lien and pledge created by this Ordinance; (iv) a privilege or priority of any bond or
bonds over any other bond or bonds; or, (v) a reduction in the aggregate principal
amount of the Bonds required for consent to such supplemental ordinance.
SECTION TWENTY-ONE. When the Bonds have been executed and
sealed as herein provided, they shall be authenticated by Trustee, and Trustee shall
deliver the Bonds to the Purchaser upon payment in cash of the Purchase Price. The
accrued interest shall be remitted to City for deposit into the Bond Funds. The
expenses of issuing the Bonds and accomplishing the refunding as set forth in the
delivery instructions to Trustee signed by the Mayor and City Clerk shall also be paid
from the Purchase Price (the "Delivery Instructions"). The amount necessary from the
Purchase Price to refund the Series 2009A Bonds and the Series 2009B Bonds as set
forth in the Delivery Instructions shall, be delivered to the owners and holders of the
Series 2009A Bonds and the Series 2009B Bonds in full payment thereof.
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SECTION TWENTY-TWO; In the event the office of Mayor, City Clerk,
Commission, or City Council shall be abolished, or any Two (2) or more of such offices
shall be merged or consolidated, or in the event the duties of a particular office shall be
transferred to another office or officer, or in the event of a vacancy in any such office
by reason of death, resignation, removal from office, or otherwise, or in the event any
such officer shall become incapable of performing the duties of his office by reason of
sickness, absence from City, or otherwise, all powers conferred and all obligations and
duties imposed upon such office or officer shall be performed by the office or officer
succeeding to the principal functions thereof, or by the office or officer upon whom
such powers, obligations, and duties shall be imposed by law.
So long as the System is under the control of the Commission, performance by
the Commission of any obligation of City hereunder shall be deemed performance by
City. The Commission presently consists of: Fred Belote; John Ferrell; Pat Griggs; Eddie
Porter; and, Terry Vick.
SECTION TWENTY-THREE: (a) City covenants that it shall not take any
action or suffer or permit any action to be taken or condition to exist which causes or
may cause the interest payable on the Series 2016B Bonds to be included in gross
income for federal income tax purposes. Without limiting the generality of the
foregoing, City covenants that the proceeds of the sale of the Series 2016B Bonds and
System Revenues will not be used directly or indirectly in such manner as to cause the
Series 2016B Bonds to be treated as "arbitrage bonds" within the meaning of Section
148 of the Code. City covenants to pay to the United States Treasury any arbitrage
rebate due under Section 148 of the Code at the times required by Section 148 of the
Code.
(b) City shall assure that: (i) not in excess of Ten Percent (10%) of the Net
Proceeds of the Series 2016B Bonds is used for Private Business Use if, in addition, the
payment of more than Ten Percent (10%) of the principal or Ten Percent (10%) of the
interest due on the Series 2016B Bonds during the term thereof is, under the terms of
the Series 2016B Bonds or any underlying arrangement, directly or indirectly, secured
by any interest in property used or to be used for a Private Business Use or in payments
in respect of property used or to be used for a Private Business Use or is to be derived
from payments, whether or not to City, in respect of property or borrowed moneys used
or to be used for a Private Business Use; and, (ii) in the event that both (A) in excess of
Five Percent (5%) of the Net Proceeds of the Series 2016B Bonds are used for a Private
Business Use, and (B) an amount in excess of Five Percent (5%) of the principal or Five
Percent (5%) of the interest due on the Series 2016B Bonds during the term thereof is,
under the terms of the Series 2016B Bonds or any underlying arrangement, directly or
indirectly, secured by any interest in property used or to be used for said Private
Business Use or in payments in respect of property used or to be used for said Private
Business Use or is to be derived from payments, whether or not to City, in respect of
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property or borrowed money used or to be used for said Private Business Use, then said
excess over said Five Percent (5%) of Net Proceeds of the Series 2016B Bonds used for
a Private Business Use shall be used for a Private Business Use related to the
governmental use of the improvements or the improvements financed by the Series
2016B Bonds.
City shall assure that not in excess of Five Percent (5%) of the Net Proceeds of
the Series 2016B Bonds are used, directly or indirectly, to make or finance a loan
to persons other than state or local governmental units.
As used in this Subsection (b), the following terms shall have the following
meanings:
"Net Proceeds" means the face amount of the Series 2016B Bonds, plus accrued
interest and premium, if any, less original issue discount, if any, less any
amounts deposited into the Debt Service Reserve; and,
"Private Business Use" means use, directly or indirectly, in a trade or business
carried on by a natural person or in any activity carried on by a person other
than a natural person, excluding, however, use by a state or local governmental
unit and use as a member of the general public.
(c) City covenants that it will take no action which would cause the Series
2016B Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Code. Nothing in this Section shall prohibit investments in bonds issued by the United
States Treasury.
(d) City covenants that it will submit to the Secretary of the Treasury of the
United States, not later than the Fifteenth (15th) day of the second calendar month after
the close of the calendar quarter in which the Series 2016B Bonds are issued, a
statement required by Section 149(e) of the Code.
(e) City covenants that it will not reimburse itself from proceeds of the Series
2016B Bonds for costs paid prior to March 3, 2016, the date the City approved
Ordinance No. 1546 (#06 - 2016) except in compliance with United States Treasury
Regulation No.1.150-2 (the "Regulation"). Ordinance No. 1546 (#06 - 2016) shall
constitute an 'official intent" for the purpose of the Regulation.
(f) City covenants that it will, in compliance with the requirements of Section
148(f) of the Code, pay with moneys in the Series 2016B Bond Fund to the United
States Government in accordance with the requirements of Section 148(f) of the Code,
from time to time, an amount equal to the sum of (1) the excess of (A) the amount
earned on all Non -purpose Investments (as therein defined) attributable to the Series
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2016B Bonds, other than investments attributable to such excess over (B) the amount
which would have been earned if such Non -purpose Investments attributable to the
Series 2016B Bonds were invested at a rate equal to the Yield (as defined in the Code)
on the Series 2016B Bonds, plus (2) any income attributable to the excess described in
(1), subject to the exceptions set forth in Section 148 of the Code. City further
covenants that in order to assure compliance with its covenants herein, it will employ a
qualified consultant to advise City in making the determination required to comply with
this subsection (f). Anything herein to the contrary notwithstanding this provision may
be modified or rescinded if in the opinion of Bond Counsel such modification or
rescission will not affect the tax-exempt status of the Series 2016B Bonds for federal
income tax purposes.
SECTION TWENTY-FOUR; Trustee shall only be responsible for the
exercise of good faith and reasonable prudence in the execution of its trust. The
recitals in this Ordinance and in the face of the Bonds are the recitals of City and not of
Trustee. Trustee shall not be required to take any action as Trustee unless it shall have
been requested to do so in writing by the owners of not less than Ten Percent (10%) in
principal amount of the Bonds then outstanding, and shall have been offered
reasonable security and indemnity against the costs, expenses, and liabilities to be
incurred therein or thereby. Trustee may resign at any time by Sixty (60) days' notice
in writing to the City Clerk, to the registered owners of the Bonds, and the City or the
majority in value of the registered owners of the outstanding Bonds at any time, with or
without cause, may remove the Trustee. In the event of a vacancy in the office of
Trustee, either by resignation or by removal, City shall appoint a new Trustee, such
appointment to be evidenced by a written instrument or instruments filed with the City
Clerk. Every successor Trustee appointed pursuant to this Section shall be a trust
company or bank in good standing, duly authorized to exercise trust powers, subject to
examination by federal or state authority, and having a reported capitalized surplus of
not less than Fifteen Million and No/100 Dollars ($15,000,000.00). The original Trustee
and any successor Trustee shall file a written acceptance and agreement to execute the
trust imposed upon it or them by this Ordinance, but only upon the terms and
conditions set forth in this Ordinance and subject to the provisions of this Ordinance, to
all of which the respective owners of the Bonds agree. Such written acceptance shall
be filed with the City Clerk and a copy thereof shall be placed in the bond transcript.
Any successor Trustee shall have all the powers herein granted to the original Trustee.
The Trustee's resignation shall become effective upon the acceptance of the trusts by
the successor Trustee.
SECTION TWENTY-FIVE; (a) Monies held for the credit of all funds
created by this Ordinance may be invested and reinvested in Permitted Investments.
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(b) Obligations purchased as an investment of any fund or account shall be
deemed at all times a part of such fund. Any profit or loss realized on investments of
moneys in any fund shall be charged to said fund.
(c) Trustee shall so invest and reinvest pursuant to the direction of the City
and in Trustee's discretion in the absence of any direct instructions from the City.
(d) "Permitted Investments" are defined to mean:
(1) Direct or fully guaranteed obligations of the United States of
America ("Government Securities");
(2) Obligations guaranteed as a payment of principal and
interest by the United States of America ("Government Guaranteed
Securities';
(3) Cash (insured at all times by the FDIC or otherwise
collateralized with obligations described in clauses (1) or (2) above;
(4) Time deposits or certificates of deposit of banks, including
the Trustee, which are insured by the FDIC, or if in excess of insurance
coverage, collateralized by Government Securities, Government
Guaranteed Securities, or other securities authorized by State law to
secure public funds.
Permitted Investments shall mature, or shall be subject to redemption by the holder
thereof, at the option of such holder, not later than (A) the payment date for interest or
principal and interest in the case of the Bond Funds and (B) Five (5) years for the Debt
Service Reserve. Trustee shall follow any investment instructions of City which are not
inconsistent with the foregoing provisions of this paragraph.
(e) Moneys held for the credit of any other fund shall be continuously
invested and reinvested in Permitted Investments or other investments as may, from
time to time, be permitted by law, which shall mature, or which shall be subject to
redemption by the holder thereof, at the option of such holder, not later than the date
or dates when the moneys held for the credit of the particular fund will be required for
purposes intended.
SECTION TWENTY-SIX,- The appointments of Stephens Inc., as
Underwriter, and Wright, Lindsey & Jennings LLP, as Bond Counsel, are hereby ratified
and approved.
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SECTION TWENTY-SEVEN; It is covenanted and agreed by City with the
registered owners of the Bonds, or any of them, that City and the Commission will
faithfully and punctually perform all duties with reference to the System required by the
Constitution and laws of the State, including the charging and collecting of reasonable
and sufficient rates lawfully established for services rendered by the System, the
segregating of revenues as herein required, and the applying of revenues to the
respective funds herein created or referred to.
SECTION TWENTY-EIGHT: City covenants that it will not sell or lease
the System, or any substantial portion thereof; provided, however, that nothing herein
shall be construed to prohibit City from making such dispositions of properties of the
System and such replacements and substitutions for properties of the System as shall
be necessary or incidental to the efficient operation of the System as a revenue-
producing undertaking. All revenues derived from such dispositions shall be deposited
into the Revenue Fund. Proceeds of any sale, lease, or other disposition of the System
pursuant to this Section that are deposited into the Revenue Fund shall not be offset
from amounts for which City is obligated to establish rates under Section Nine of this
Ordinance.
SECTION TWENTY-NINE; 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 THIRTY All ordinances and resolutions or parts thereof, in
conflict herewith are hereby repealed to the extent of such conflict.
SECTION THIRTY-ONE; It is hereby ascertained and declared that the
refunding must be accomplished as soon as possible in order to make the System
adequate for the needs of City and its inhabitants, without which the life, health, safety,
and welfare thereof are jeopardized, and that the issuance of the Bonds and the taking
of the other action authorized by this Ordinance is necessary for the accomplishment
thereof. It is, therefore, declared that an emergency exists and 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.
[Signature page follows.]
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CERTIFICATE
STATE OF ARKANSAS )
COUNTY OF PULASKI )
I, Susan Davitt, City Clerk, within and for the City of Jacksonville, Arkansas do
hereby certify that the foregoing is a true and correct copy of Ordinance No. 1546
(#06 - 2016) of the Ordinances of the City of Jacksonville, Arkansas entitled: '"AN
ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF WASTEWATER
REFUNDING REVENUE BONDS, SERIES 2016, IN ONE OR MORE SERIES, FOR
THE PURPOSES OF REFUNDING THE CITY OF JACKSONVILLE, ARKANSAS
WASTEWATER REFUNDING REVENUE BONDS, SERIES 2009A (FEDERALLY
TAXABLE) AND THE CITY OF JACKSONVILLE, ARKANSAS WASTEWATER
CONSTRUCTION REVENUE BONDS, SERIES 20096 (NON AMT); PROVIDING
FOR THE PA YMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS;
PRESCRIBING OTHER MATTERS RELATING THERETO, AND, DECLARING AN
EMERGENCY;" passed by the City Council of the City on March 3, 2016.
IN WITNESS WHEREOF, I have hereunto set my hand and seal office this—1 r k
day of March, 2016.
Clerk
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APPROVED AND ADOPTED THIS .3RD DA Y OF MARCH, 2016.
CITY OFIACKSONVILLE, ARKANSAS
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