1635ORDINANCE NO. 1635 (909-2020)
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
WASTEWATER REFUNDING REVENUE BONDS, SERIES 2020
(FEDERALLY TAXABLE), IN ONE OR MORE SERIES, FOR THE
PURPOSES OF REFUNDING THE CITY OF JACKSONVILLE,
ARKANSAS WASTEWATER REFUNDING REVENUE BONDS, SERIES
2016B (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"), which is operated by the Jacksonville Wastewater Utility (the "Utility")
and governed by the Jacksonville Sewer Commission of the City (the "Commission"); and
WHEREAS, the Commission and the City Council have determined that the City should
(i) defease the City of Jacksonville, Arkansas Wastewater Refunding Revenue Bonds, Series
2016A (Federally Taxable) (the "Series 2016A Bonds") with funds on deposit with the Trustee,
and (ii) advance refund the City of Jacksonville, Arkansas Wastewater Refunding Revenue Bonds,
Series 2016B (Non -AMT) (the "Bonds to be Refunded") authorized by Ordinance No. 1546 (#06-
2016) of the City, adopted March 3, 2016 (the "2016 Ordinance") by issuance of the Bonds (as
defined herein); and
WHEREAS, the City has determined that interest cost savings may be achieved by
refunding the Bonds to be Refunded in the aggregate outstanding principal amount of $14,015,000
by issuing the City of Jacksonville, Arkansas Wastewater Refunding Revenue Bonds, Series 2020
{Federally Taxable), in the aggregate principal amount of not to exceed $15,300,000 (the
"Bonds"),- and
WHEREAS, the City and the Commission have made arrangements for the sale of the
Bonds to Stephens Inc. (the "Purchaser") on a negotiated basis pursuant to a Bond Purchase
Agreement (the "Agreement") which has been presented to and is before this meeting; and
WHEREAS, the Preliminary Official Statement, 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 the
City and the Utility enter into a Continuing Disclosure Agreement among the City, the Utility, and
Bank OZK, Little Rock, Arkansas, as Dissemination Agent (the "Disclosure Agreement"),
providing for the ongoing disclosure obligations of the City and the 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 of
Jacksonville, Arkansas as follows:
Section 1. The defeasance of the Series 2016A Bonds from funds on deposit with the
Trustee and the advance refunding of the Bonds to be Refunded by the issuance of the Bonds shall
be accomplished. The Mayor and City Clerk/Treasurer are hereby authorized to take, or cause to
be taken, all action necessary to accomplish the defeasance of the Series 2016A Bonds and the
refunding of the Bonds to be Refunded and to execute all required contracts in connection
therewith. The Series 2016A Bonds and the Bonds to be Refunded shall each be redeemed in the
amount of the outstanding principal and accrued interest to the date of redemption.
Section 2. The offer of the Purchaser for the purchase of the Bonds from the City is hereby
approved. The Agreement, in substantially the form submitted to this meeting, is hereby approved,
with such changes, omissions, insertions, and revisions as the Mayor and the General Manager of
the Utility (the "General Manager") with the advice of counsel, shall deem advisable, and the Mayor
and the General Manager are authorized, upon meeting the terms and conditions of Section 5
hereof, to execute and deliver the Agreement on behalf of the City and the Utility, respectively,
which shall constitute conclusive evidence of the City's acceptance and approval thereof, and to
take all action required on the part of the City to fulfill its obligations under the Agreement.
Section 3. The Preliminary Official Statement, in substantially the form submitted to this
meeting, is hereby approved, with such changes, omissions, insertions, and revisions as the Mayor
with the advice of counsel, shall deem advisable, and the Mayor is hereby authorized and directed
to execute and deliver the Preliminary Official Statement for and on behalf of the City. The use of
the Preliminary Official Statement by the Purchaser in connection with the marketing of the Bonds
is hereby in all respects authorized and approved. The production of a final Official Statement is
authorized and approved and the Mayor is hereby authorized and directed, for and on behalf of the
City, to execute and deliver, which shall constitute conclusive evidence of the City's acceptance
and approval thereof, the final Official Statement, in such a form as he deems acceptable, in
connection with the issuance of the Bonds.
Section 4. 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, which shall
constitute conclusive evidence of the City's acceptance and approval thereof, the Disclosure
Agreement on behalf of the City, with such changes, omissions, insertions, and revisions as the
Mayor with the advice of counsel, shall deem advisable. The Mayor and the General Manager are
each authorized and directed to take all action required on the part of the City to fulfill the City's
obligations under the Disclosure Agreement.
Section 5. (a) Under the authority of the Constitution and laws of the State of Arkansas
(the "State"), including particularly Amendment 65 to the Constitution of the State and Title 14,
Chapter 164, Subchapter 4 and Title 14, Chapter 235, Subchapter 2 of the Arkansas Code of 1987
Annotated, the Bonds are hereby authorized and ordered issued in the principal amount of not to
exceed $15,300,000 for the purpose of refunding the Bonds to be Refunded, funding a debt service
reserve, and paying costs incidental thereto and expenses of issuing the Bonds.
The Bonds shall mature or be subject to mandatory sinking fund redemption on December
1, commencing no earlier than December 1, 2020, with the final maturity to not be later than
December 1, 2039. The weighted average maturity of the Bonds shall not (taking into account
mandatory sinking fund redemptions, if any) shall not exceed thirteen (13) years. The true interest
cost of the Bonds (after taking into account underwriter's discount and net original issue premium
or discount, if any) shall not exceed 2.95% per annum. The underwriter's discount shall not exceed
0.900% of the par amount of the Bonds. The Bonds shall have an average coupon rate not to
exceed 5.0% The Bonds shall be subject to optional redemption at the option of the City on a date
no earlier than December 1, 2027.
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(b) The Bonds shall be dated as of their date of delivery to the Purchaser, with interest
payable semiannually on June 1 and December 1 of each year, commencing no earlier than
December 1, 2020, shall be numbered consecutively from 1 upward, in order of issuance, and shall
be issuable only as fully registered bonds without coupons in the denomination of $5,000 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
registration book of the City maintained by Bank OZK, Little Rock, Arkansas, which is hereby
appointed as Trustee and Paying Agent (the "Trustee"), at the close of business on the fifteenth
(15 h) 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 shall be subject to redemption
prior to maturity in accordance with the terms set out in the bond form as set forth in Section 7 of
this Ordinance.
The Bonds shall be registered initially in the name of Cede & Co., as nominee for the
Depository Trust Company ("DTC"), which shall be considered to be the registered owner of the
Bonds for all purposes under this Ordinance, including, without limitation, payment by the 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 or on behalf 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, the 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 the 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, the City may establish a securities depository/book-
entry system relationship with another securities depository. If the City does not or is unable to
do so, or upon request of the beneficial owners of all outstanding Bonds, the City and the Trustee,
after the 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 $5,000 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 the City, if the City fails to maintain a
securities depository/book-entry system, or of the beneficial owners, if they request termination of
the book -entry system.
Prior to issuance of the Bonds, the City shall have executed and delivered to DTC a written
agreement (the "Representation Letter") setting forth (or incorporating therein by reference)
certain undertakings and responsibilities of the City with respect to the Bonds so long as the Bonds
or a portion thereof are registered in the name of Cede & Co. (or a substitute nominee) and held
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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
the 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 the Trustee. The Trustee shall
take all action necessary for all representations of the City in the Representation Letter with respect
to the Trustee to at all times be complied with.
The authorized officers of the Trustee, the City, and the 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 the Trustee nor the 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 the date of delivery, 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 7 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 the
Trustee, and the executed 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 the 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, the City shall, if not then
prohibited by law, cause to be executed and the 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 the City and Trustee in connection therewith,
and, in the case of a bond destroyed or lost, his filing with the Trustee evidence satisfactory to it
that such bond was destroyed or lost, and of his ownership thereof, and furnishing the City and
Trustee with indemnity satisfactory to them.. The 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, the
City may pay the same without the surrender thereof. Upon the issuance of a new bond under this
Section 5, the 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 the Trustee) connected therewith.
The City shall cause books to be maintained for the registration and for the transfer of the
Bonds as provided herein and in the Bonds. The Trustee shall act as the bond registrar. Each
Bond is transferable by the registered owner thereof or by his attorney duly authorized in writing
at the principal office of the Trustee. Upon such transfer a new fully registered bond or bonds of
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the same maturity, of authorized denomination or denominations, for the same aggregate principal
amount will be issued to the 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 the City or the Trustee incurred in connection therewith shall
be paid by the City. The 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 his 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 6. The Bonds shall be executed on behalf of the City by the manual or facsimile
signatures of the Mayor and City Clerk/Treasurer 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) derived from the System ("Pledged Revenues")
which are hereby pledged and mortgaged for the equal and ratable payment of the Bonds. "Net
Revenues" being defined as gross revenues of the System 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. The Bonds shall not constitute an indebtedness of the City within any constitutional or
statutory limitation.
Section 7. The Bonds and the Certificate shall be in substantially the following form and
the Mayor and City CIerk/Treasurer are hereby expressly authorized and directed to make all
recitals contained therein:
[Remainder of page intentionally left blank.]
Dat':� 3
(Form of Series 2020Bond)
REGISTERED REGISTERED
No. R -
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF PULASKI
CITY OF JACKSONVILLE
WASTEWATER REFUNDING
REVENUE BOND, SERIES 2020
(Federally Taxable)
Maturity Date: Interest Rate:
Dated Date: , 2020 CUSIP No.:
Registered Owner: Cede & Co.
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS:
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 OZK, 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 December 1, 2020, 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 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
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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 2020 (Federally Taxable), aggregating Million
Thousand Dollars ($ in principal amount (the "Bonds"), and
is issued for the purposes of advance refunding the City of Jacksonville, Arkansas Wastewater
Refunding Revenue Bonds, Series 2016B Bonds (Non -AMT) (the "Bonds to be Refunded");
funding a debt service reserve; and paying expenses incidental thereto and to the authorization and
issuance of the 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 Amendment 65 to the Constitution of
the State and Title 14, Chapter 164, Subchapter 4 and Title 14, Chapter 235, Subchapter 2 of the
Arkansas Code of 1987 Annotated, and pursuant to. Ordinance No. (#_-2020) duly adopted
on , 2020 (the "Authorizing Ordinance"), and do not constitute an indebtedness
of the City within any constitutional or statutory limitation. The Bonds are not general obligations
of the City, but are special obligations payable solely from the Net Revenues derived from the
operation of the City's wastewater system (the "System"). "Net Revenues" being defined as gross
-- revenues of the System 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. An amount of Net
Revenues sufficient to pay the principal of and interest on the Bonds has been duly pledged and
set aside into the Bond fund created by the Authorizing Ordinance. 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
obligations of the City, the Trustee, and the Registered Owners of the Bonds. The 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; to provide for the payment of the principal of and interest on the
Bonds, including Trustee's fees, as the same become due and payable; to establish and maintain a
debt service reserve; 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 the
City from funds from any source, in whole or in part at any time on and after June 1, 20, prior
to maturity 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 the 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 the Trustee -
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2. Mandatory Sinking Fund Redemption. To the extent not previously redeemed, the
Bonds maturing on December I in the year 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:
Bonds Maturing December 1,
Years Principal Amounts
The provisions for mandatory sinking fund redemption of the Bonds are subject to the
provisions of the Authorizing Ordinance which permit the City to receive credit for Bonds
previously redeemed or for Bonds acquired by the City and surrendered to the Trustee.
Moneys available for redemption shall be applied to the redemption of the Bonds, in
inverse order of maturities (Bonds within a maturity to be selected by lot in such manner as the
Trustee shall determine to be fair and equitable). Bonds of denominations greater than $5,000 may
be redeemed partially in the amount of $5,000, or any integral multiple thereof. In case any
outstanding Bond is in a denomination greater than $5,000, each $5,000 of face value of such Bond
shall be treated as a separate Bond of the denomination of $5,000.
Notice of redemption identifying the Bonds or portions thereof (which shall be $5,000 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.
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.
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
the City or the Trustee incurred in connection therewith shall be paid by the City. Neither the City
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nor the Trustee shall be required to transfer or exchange any Bond selected for redemption in whole
or in part.
The City and the 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 the City
nor the Trustee shall be affected by any notice to the contrary.
The Bonds are issuable only as fully registered Bonds in the denomination of $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 life 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 the 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 the Trustee.
[Signature page follows.]
E
IN WITNESS WHEREOF, the City of Jacksonville, Arkansas has caused this Bond to be
executed by its Mayor and City Clerk/Treasurer and its corporate seal to be impressed or imprinted
on this Bond, all as of the Dated Date shown above.
ATTEST:
Mil -
Susan Di,h1AkLCAALiA
ty Clerk/Treasurer
f
CITY OF JACKSONVILLE, ARKANSAS
By:
16b"Mayor,
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Form of Trustee's Certificate i
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated Wastewater Refunding Revenue Bonds, Series
2020 in and issued under the provisions of the within mentioned Authorizing Ordinance.
Date of Authentication:
Bank OZK
Little Rock, Arkansas, Trustee
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Authorized Signature
(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.
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Section S. The rates charged for services of the System heretofore fixed by ordinances of
the 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 the 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 System Revenues derived
from the operation of the System and shall be used and accounted for in the same manner as the
other System Revenues derived from the operation of the System. "System Revenues" being
defined as gross revenues of the System.
The 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 a debt service reserve at the
Required Level (as defined in Section 11 hereinafter), 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).
The 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.
The 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 Pledged Revenues of the System, 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. The 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, repair, 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 Fund in accordance with this Ordinance.
Section 9. 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
Revenue Fund" (the "Revenue Fund"). The revenues so deposited in the Revenue Fund 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 Fund; 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
$15,000,000, and with all deposits in any depository in excess of the amount insured by the FDIC.
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to be secured by bonds or other direct or fully guaranteed obligations of the United States of
America unless invested in accordance with Section 25 hereof
Section 10. 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 (l Ota`) 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 ane -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 the 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 to and deposited in the
Revenue Fund.
Section 11. (a) After making the required monthly deposits into the Operation and
Maintenance Fund, there shall be paid from the Revenue Fund the required monthly deposits into
a special fund in the name of the City which is hereby created and designated the "Series 2020
Wastewater Refunding Revenue Bond Fund" (the `Bond Fund") on or before the fifteenth (15th)
day of each month, commencing on December 15, 2020, 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, except for the payments to be made from the date of delivery of the
Bonds to the fifteenth (15"') day of the month preceding the first payment date which such monthly
payments shall be made in an amount equal to the pro rata portion of the next installment of interest
and principal, if any, due on the Bonds, which all such deposits are hereby pledged to secure the
repayment of Bonds.
The City shall also pay into the Bond Fund such additional sums as necessary to provide
for the Trustee's fees and expenses. The City shall realize a credit against monthly deposits into
the Bond Fund from Bond proceeds deposited therein, all interest earnings on moneys in the Bond
Fund and all transfers made into the Bond Fund from the Debt Service Reserve Fund during the
preceding month.
There is hereby created, as a part of the Bond Fund, a Debt Service Reserve Fund (the
"Debt Service Reserve Fund"), which shall be maintained by the City in an amount equal to the
lesser of (a) fifty percent (50%) of the maximum annual principal and interest requirement on the
Bonds, or (b) ten percent (10%) of the proceeds of the Bonds (excluding accrued interest but
including Underwriter's discount), whichever is less (the "Required Level"). Should the Debt
Service Reserve Fund become impaired or be reduced below the Required Level, the City shall
make additional monthly payments from the Revenue Fund until the impairment or reduction is
corrected within a twelve (12) month period.
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yJ,
1f for any reason the City should fail at any time to make any of the required payments into
the Bond Fund, any sums then held in the Debt Service Reserve Fund shall be used to the extent
necessary for the payment of principal of or interest on the Bonds, but the Debt Service Reserve
Fund 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 Fund. The Debt Service Reserve Fund shall be
used solely as provided herein.
If System Revenues are insufficient to make the required payment on the first (1st) business
day of the following month into the Bond Fund, then the amount of any such deficiency in the
payment made shall be added to the amount otherwise required to be paid into the Bond Fund on
the first (1St) business day of the next month.
When the moneys held in the Bond Fund shall be and remain sufficient to pay the principal
of and interest on all of the Bonds then outstanding plus Trustee's fees, the City shall not be
obligated to make any further payments into the Bond Fund.
It shall be the duty of the City to cause to be withdrawn from the Bond Fund, or the Debt
Service Reserve Fund to be paid into the Bond Fund, 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, 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. No withdrawal of funds
from the Bond Fund 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 Pledged Revenues remaining
after the deposits have been made to the Operation and Maintenance Fund, as defined in Section
10 of this Ordinance. This pledge in favor of the Bonds is hereby irrevocably made according to
the terms of this Ordinance, and the 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 12. After making the required payments into the Operation and Maintenance Fund
and the Bond Fund, 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 (15'j') day of each month while any Bonds are outstanding, three percent (3%) of the
System Revenues for the preceding month which remain after the required payments into the
Operation and Maintenance Fund and the Bond Fund have 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 13. 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 the City, for any lawful
purpose related to the System, as approved by the Commission.
Section 14. So long as any of the Bonds are outstanding, the 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
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securing the Bonds. The 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 the 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/Treasurer and the Trustee a statement by an independent certified public accountant not in
the regular employ of the City (thc "Accountant") reciting the opinion, based upon necessary
investigation, that either (i) Pledged Revenues of the System for the fiscal year 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 (ii) Pledged 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 the 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 (i) above, additional amounts may be
added to the Pledged 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 (l't) day of such preceding fiscal year, the City shall have increased its rates or charges
imposed for services of the System there may be added to the Pledged Revenues of such fiscal
year the additional Pledged 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 15. The City covenants and agrees that it will or will cause the Utility to maintain
the System in good condition and operate the same in an efficient mariner and at reasonable cost.
While any of the Bonds are outstanding, the 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 the Trustee,
as their interests may appear, and satisfactory evidence of said insurance shall be filed with the
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 the City will, with
reasonable promptness, cause to be 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
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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 the 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 the City from doing so.
Section 16. The Bonds shall be subject to redemption prior to maturity in accordance with
the terms set out in the bond form as set forth in Section 7 of this Ordinance. The 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 the 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.
Section 17. The City shall or shall cause the Commission to keep proper books of accounts
and records (separate from all other records and accounts of the 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 Trustee and registered owner of any of the Bonds at
reasonable times and under reasonable circumstances. The City shall or shall cause the
Commission to have these records audited by an Accountant at least once each year, and a copy of
the audit shall be delivered to the Trustee and made available to interested registered owners
requesting the same in writing. In the event that the City fails or refuses to make the audit, the
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 18. 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 the 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"), maturing
as to principal and interest in such amounts and at such times as will provide sufficient moneys to
make such payment; and all necessary and proper fees, compensation, and expenses of the Trustee
shall have been paid or the payment thereof provided for to the satisfaction of the Trustee.
On the payment of any such Bonds within the meaning of this Ordinance, the 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 the
Trustee has been paid its fees and expenses, the 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 the 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.
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Section 19. (a) If there be any default. in the payment of the principal of or interest on any
of the Bonds, or if the 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
(3 0) days, or if the City declares bankruptcy or seeks relief from its creditors under the provisions
of any other similar state or federal law, the 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 the 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, the 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 the 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 the 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 the 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 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 the 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 the 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) The Trustee may, and upon the written request of the registered owners of not less
than d 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.
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(e) All rights of action under this Ordinance or under any of the Bonds, enforceable by
the Trustee, may be enforced by it without the possession of any of the Bonds, and any such suit,
action, or proceeding instituted by the 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 the 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.
(g) After payment of reasonable expenses of the Trustee, the application of funds
realized upon default shall be applied to the payment of expenses of the City only after payment
of past due and current debt service on the Bonds and amounts required to restore the Debt Service
Reserve Fund to the Required Level.
Section 20. (a) The terms of this Ordinance shall constitute a contract between the 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) The Trustee may consent to any variation or change in this Ordinance without the
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 the City
may deem necessary or desirable and not inconsistent herewith; or (iii) in order to make any other
variation or change which the 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 the
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, or (ii) a reduction in the principal amount
of any Bond or the rate of interest thereon, or (iii) the creation of a lien or pledge superior to the
lien and pledge created by this Ordinance, or (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 21. When the Bonds have been executed and sealed as herein provided, they shall
be authenticated by the Trustee, and the Trustee shall deliver the Bonds to the Purchaser upon
payment in cash of the purchase price. The accrued interest shall be remitted to the 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 the Trustee signed by the Mayor and. City Clerk/Treasurer shall
also be paid from the purchase price (the "Delivery Instructions"). The amount necessary from
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the purchase price to refund the Bonds to be Refunded as set forth in the Delivery Instructions
shall be delivered to the owners and holders of the Bonds to be Refunded in full payment thereof.
Section 22. In the event the office of Mayor, City Clerk/Treasurer, 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 the 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 the City hereunder shall be deemed performance by the City.
The Cominission presently consists of, Fred Belote, John Ferrell, Edward Porter, Robert Williams,
and Terry Vick.
Section 23. RESERVED,
Section 24. The 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 the City and not of the Trustee. The 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. The Trustee may resign at any time by sixty (60) days' notice in
writing to the City CIerk/Treasurer, the registered owners of the Bonds (and DTC as agent
therefor), 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, the City shall appoint a new Trustee, such
appointment to be evidenced by a written instrument or instruments filed with the City
Clerk/Treasurer. 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
$15,000,000. 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 registered owners of the Bonds agree. Such written acceptance shall be filed
with the City Clerk/Treasurer 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 25. (a) Moneys held for the credit of all funds created by this Ordinance may be
invested and reinvested in Permitted Investments.
(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) The Trustee shall so invest and reinvest pursuant to the direction of the City and in
the 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 Fund and (B) five (5) years for the Debt Service Reserve Fund. The Trustee
�- shall follow any investment instructions of the 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 26. The appointments of Stephens Inc., as Underwriter, and Wright, Lindsey &
Jennings LLP, as Bond Counsel, are hereby ratified and approved.
Section 27. It is covenanted and agreed by the City with the registered owners of the
Bonds, or any of them, that the City will and will cause the Commission to 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 System Revenues to the respective funds herein created or referred to.
Section 28. The 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 the 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
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pursuant to this Section, that are deposited into the Revenue Fund shall not be offset from amounts
for which the City is obligated to establish rates under Section 8 of this Ordinance.
Section 29. 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 30. All ordinances and resolutions or parts thereof, in conflict herewith are hereby
repealed to the extent of such conflict.
Section 31. It is hereby ascertained and declared that the refunding must be accomplished
as soon as possible in order to achieve favorable interest cost savings and to make the System
adequate for the needs of the 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.
PASSED: July 16, 2020.
t
Bob Johnson, Mayor
Susan Davitt, Ck Clerk/Treasurer
Zd as to foFreidman, City Attorney
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CERTIFICATE 0 190 0 P 3
STATE OF ARKANSAS )
COUNTY OF PULASKI )
1, Susan Davitt, City Clerk/Treasurer, within and for the City of Jacksonville, Arkansas do
hereby certify that the foregoing is a true and correct copy of Ordinance No -1(g35 (kOI-2020) of
the Ordinances of the City of Jacksonville, Arkansas entitled: "AN ORDINANCE PROVIDING
FOR THE ISSUANCE AND SALE OF WASTEWATER REFUNDING REVENUE BONDS,
SERIES 2020 (FEDERALLY TAXABLE) IN ONE OR MORE SERIES, FOR THE
PURPOSES OF REFUNDING THE CITY OF JACKSONVILLE, ARKANSAS
WASTEWATER REFUNDING REVENUE BONDS, SERIES 2016B (NON -AMT);
PROVIDING FOR THE PAYMENT 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 I�
2020.
IN WITNESS WHEREOF, I have hereunto set my hand and seal office this day of
.� , 2020.
Susan Davitt, Cly Clerk/Treasurer
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