HomeMy WebLinkAboutORDINANCE 6194 FnYEt7
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113 West Mountain Street
Fayetteville,AR 72701
(479)575-8323
Ordinance: 6194
File Number: 2019-0307
SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS,
SERIES 2019A:
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED (i)
$139,500,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS,
SERIES 2019A, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF
CERTAIN STREET, TRAIL, DRAINAGE, PARK, CITY FACILITIES, ARTS CORRIDOR, POLICE
FACILITIES AND FIREFIGHTING FACILITIES IMPROVEMENTS AND FOR THE PURPOSE OF
REFUNDING THE CITY'S OUTSTANDING SALES AND USE TAX BONDS, AND (ii) $3,170,000
OF SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, TAXABLE SERIES 2019B, FOR THE
PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN ECONOMIC 1
DEVELOPMENT IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A
TRUST INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED AND SECURED;
AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO
WHICH THE BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF
A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING
THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT;
AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT
PROVIDING FOR THE DEFEASANCE AND REDEMPTION OF THE CITY'S OUTSTANDING
SALES AND USE TAX BONDS; AND PRESCRIBING OTHER MATTERS RELATING THERETO
WHEREAS, the City Council of the City of Fayetteville, Arkansas (the "City") has previously
determined that there is a need for a source of revenues to finance all or a portion of the costs of critical
capital improvement projects, such as (1) streets and related improvements (the "Streets Project"), (2)
trail system and related improvements (the"Trails Project"),(3)drainage and related
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File Number. 2019-0307
improvements (the"Drainage Project"); (4)parks system and related improvements (the"Parks Project"); (5)
economic development improvements (the "Economic Development Project"); (6) City facilities and
related improvements (the "City Facilities Project"); (7) Arts Corridor and related improvements (the
"Arts Corridor Project"); (8) police facilities and related improvements (the "Police Facilities Project");
and (9) firefighting facilities and related improvements (the "Firefighting Facilities Project"); and
WHEREAS, the City Council has further determined that additional revenues can be obtained to finance
all or a portion of the costs of such critical capital improvement needs by restructuring the City's existing
indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below)
and the rededication of said sales and use tax receipts to new bonded indebtedness; and
WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws
of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of
Arkansas ("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987
Annotated (the "Local Government Bond Act"), to issue and sell its capital improvement bonds to finance
and refinance the costs of various capital improvements such as those comprising the Streets Project, the
Trails Project, the Drainage Project, the Parks Project, the Economic Development Project, the City
Facilities Project, the Arts Corridor Project, the Police Facilities Project and the Firefighting Facilities
Project (collectively, the "Projects"), which capital improvement bonds may be secured by and payable
from the receipts of the special city-wide sales and use tax authorized by the Local Government Bond
Act; and
WHEREAS, pursuant to such authority, the City has previously issued and there are presently
outstanding (i) its Sales and Use Tax Capital Improvement Bonds, Series 2007, in the aggregate
principal amount of$2,255,000 (the "Series 2007 Bonds"), (ii) its Sales and Use Tax Capital Improvement
Bonds, Series 2009, in the aggregate principal amount of $615,000 (the "Series 2009 Bonds"), (iii) its
Sales and Use Tax Capital Improvement Bonds, Series 2013, in the aggregate principal amount of
$7,215,000 (the "Series 2013 Bonds"), and (iv) its Sales and Use Tax Capital Improvement Bonds, Series
2015, in the aggregate principal amount of$2,150,000 (the "Series 2015 Bonds") (collectively, the "Prior
Bonds"); and
WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of
Ordinance No. 6216 of the City, adopted and approved on December 18, 2018 (the "Election Ordinance"),
there was submitted to the qualified electors of the City ten questions regarding (i) the issuance of not to
exceed $12,200,000 in principal amount of refunding bonds for the purpose of redeeming the Prior
Bonds, and (ii) the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital
improvement bonds for the purpose of financing all or a portion of the costs of the various capital
improvements comprising the Projects, said bonds to be secured by a pledge of and lien upon all of
the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%)pursuant to
the Local Government Bond Act(the"Sales and Use Tax"); and
WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City
voting on each of the ten questions approved the issuance of refunding bonds and capital improvement
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bonds in the principal amounts and for each of the specific purposes set forth on the ballot (and the
corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of
the bonds); and
WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond
Act and as approved by the qualified electors of the City, the City has now determined to issue and
sell (i) its Sales and Use Capital Improvement and Refunding Bonds, Series 2019A, in the aggregate
principal amount of not to exceed $139,500,000 (the "Series 2019A Bonds"), in order to provide for
the funding of all or a portion of the costs of the Streets Project, the Trails Project, the Drainage
Project, the Parks Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities
Project and the Firefighting Facilities Project and in order to provide for the defeasance and
redemption of the Prior Bonds, and (ii) its Sales and Use Tax Capital Improvement Bonds, Taxable
Series 2019B, in the aggregate principal amount of not to exceed $3,170,000 (the "Series 2019B
Bonds"), in order to provide for the funding of all or a portion of the costs of the Economic
Development Project; and
WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made
arrangements for the sale of the Series 2019A Bonds and Series 2019B Bonds (collectively, the "Series
2019 Bonds") to Stephens Inc. (the "Underwriter"), pursuant to the terms of a Bond Purchase
Agreement between the City and the Underwriter(the"Bond Purchase Agreement") in substantially the form
presented to and before this meeting;
NOW,THEREFORE,BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas that:
Section 1: Under the authority of the Constitution and laws of the State of Arkansas, including
particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond
Act:
(a) There is hereby authorized the issuance of bonds of the City to be designated as
"Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A" (the "Series 2019A
Bonds"). The Series 2019A Bonds shall be issued in the original aggregate principal amount
of not to exceed One Hundred Thirty-Nine Million Five Hundred Thousand Dollars ($139,500,000)
and shall mature not later than November 1,2035, in the principal amounts and bearing interest at
the rates specified in the Bond Purchase Agreement. The average yield on the Series 2019A
Bonds as a whole shall not exceed 4.00%per annum. Of the
$139,500,000 maximum aggregate principal amount of Series 2019A Bonds hereby authorized, (i)
not to exceed $6,000,000 shall be deemed to apply to the defeasance and refunding of the Prior
Bonds(Question 1 on the ballot), (ii) not to exceed$38,500,000 shall be deemed to apply to the
Streets Project (Question 2 on the ballot), (iii)not to exceed
$3,000,000 shall be deemed to apply to the Trails Project(Question 3 on the ballot), (iv) not
to exceed $8,500,000 shall be deemed to apply to the Drainage Project (Question 4 on the ballot),
(v) not to exceed $12,000,000 shall be deemed to apply to the Parks Project (Question 5 on the
ballot), (vi) not to exceed $575,000 shall be deemed to apply to the City Facilities Project
(Question 7 on the ballot), (vii) not to exceed $22,460,000 shall be deemed
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File Number. 2019-0307
to apply to the Arts Corridor Project(Question 8 on the ballot), (viii) not to exceed
$36,965,000 shall be deemed to apply to the Police Facilities Project (Question 9 on the ballot),
and (ix) not to exceed $11,500,000 shall be deemed to apply to the Firefighting Facilities Project
(Question 10 on the ballot), and the proceeds of the Series 2019A Bonds shall be allocated
accordingly. The proceeds of the Series 2019A Bonds will be utilized to finance all or a portion of
the costs of the projects described above, to redeem the Prior Bonds, to establish a debt service
reserve for the Series 2019A Bonds or to purchase a surety bond for reserve purposes, if
deemed economically beneficial, to pay a premium for bond insurance, if deemed economically
beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance
of the Series 2019A Bonds.
(b) There is hereby authorized the issuance of bonds of the City to be designated as
"Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B" (the "Series 2019B
Bonds"). The Series 2019B Bonds shall be issued in the original aggregate principal amount of
not to exceed Three Million One Hundred Seventy Thousand Dollars ($3,170,000) and shall mature
not later than November 1, 2020, in the principal amounts and bearing interest at the rates
specified in the Bond Purchase Agreement. The entire principal amount of Series 201.9B Bonds
hereby authorized shall be deemed to apply to the Economic Development Project (Question 6
on the ballot). The average yield on the Series 2019B Bonds as a whole shall not exceed
4.00% per annum. The proceeds of the Series 2019B Bonds will be utilized to finance all or a
portion of the costs of the Economic Development Project, to establish a debt service reserve
for the Series 2019B Bonds or to purchase a surety bond for reserve purposes, if deemed
economically beneficial, to pay a premium for bond insurance, if deemed economically
beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance
of the Series 2019B Bonds.
The Series 2019A Bonds and the Series 2019B Bonds (collectively, the "Series 2019 Bonds") shall
be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be
subject to redemption prior to maturity, and shall contain such other terms, covenants and conditions,
all as set forth in the Trust Indenture submitted to this meeting. The Mayor is hereby authorized and
directed to execute and deliver the Series 2019 Bonds in multiple series, each series to be in
substantially the form thereof contained in the Trust Indenture submitted to this meeting, and the City
Clerk is hereby authorized and directed to execute and deliver the Series 2019 Bonds and to affix the
seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the
Series 2019 Bonds to be accepted and authenticated by the Trustee. The Mayor is hereby authorized to
confer with the Trustee, the Underwriter and Kutak Rock LLP, Little Rock, Arkansas ("Bond Counsel"), in
order to complete the Series 2019 Bonds in substantially the forms contained in the Trust Indenture
submitted to this meeting, with such changes as shall be approved by such persons executing the Series
2019 Bonds,their execution to constitute conclusive evidence of such approval.
Section 2: In order to pay the principal of and interest on the Series 2019 Bonds as they mature or
are called for redemption prior to maturity, there is hereby pledged all of the receipts of the one percent
(1.00%) Sales and Use Tax levied by the Election Ordinance. The levy and collection of the
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Sales and Use Tax replaces the levy and collection of prior sales and use taxes by the City at the combined
rate of one percent (1.00%) and shall commence as provided in the Local Government Bond Act and
continue until such time as the Series 2019 Bonds are no longer outstanding or sufficient funds are on
deposit with the Trustee under the Trust Indenture to redeem the Series 2019 Bonds in full. The City
covenants and agrees that all receipts from the Sales and Use Tax will be accounted for separately as
special funds on the books of the City, and receipts of said Sales and Use Tax will be deposited and
will be used solely as provided in the Trust Indenture.
Section 3: To prescribe the terms and conditions upon which the Series 2019 Bonds are to be executed,
authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to
execute and acknowledge a Trust Indenture (the"Trust Indenture"), by and between the City and Simmons
Bank, Pine Bluff, Arkansas (the "Trustee"), and the City Clerk is hereby authorized and directed to
execute and acknowledge the Trust Indenture and to affix the seal of the City thereto, and the Mayor
and the City Clerk are hereby authorized and directed to cause the Trust Indenture to be accepted,
executed and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the
form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the
pledge of Sales and Use Tax receipts and the terms of the Series 2019 Bonds. The Mayor is hereby
authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the
Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be
approved by such persons executing the Trust Indenture, their execution to constitute conclusive
evidence of such approval.
(Advice is given that a copy of the Trust Indenture in substantially the form authorized to be
executed is on file with the City Clerk and is available for inspection by any interested person.)
Section 4: There is hereby authorized and approved a Preliminary Official Statement of the City, including
the cover page and appendices attached thereto, relating to the Series 2019 Bonds. The Preliminary
Official Statement is hereby "deemed final" by the City within the meaning of U.S. Securities and
Exchange Commission Rule 15c2-12. The distribution of the Preliminary Official Statement is hereby
approved. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase
Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually
agreed to by the City and the Underwriter, is herein referred to as the "Official Statement," and the Mayor
is hereby authorized to execute the Official Statement for and on behalf of the City. The Official
Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to
this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond
Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official
Statement submitted to this meeting, with such changes as shall be approved by such persons, the
Mayor's execution to constitute conclusive evidence of such approval.
(Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk
and is available for inspection by any interested person.)
Section 5: In order to prescribe the terms and conditions upon which the Series 2019 Bonds are to be sold to
the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase
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File Number: 2019-0307
Agreement on behalf of the City, to be dated as of the date of its execution (the "Bond Purchase
Agreement"), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby
approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to
confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in
substantially the form submitted to this meeting, with such changes as shall be approved by such
persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of
such approval.
(Advice is given that a copy of the Bond Purchase Agreement in substantially the form
authorized to be executed is on file with the City Clerk and is available for inspection by any interested
person.)
Section 6: In order to provide for continuing disclosure of certain financial and operating information
with respect to the Sales and Use Tax and the City to insure compliance with the provisions of Rule
15c2-12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed
to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the
"Continuing Disclosure Agreement"), by and between the City and the Simmons Bank, as dissemination
agent (the "Dissemination Agent"), and the Mayor is hereby authorized and directed to cause the
Continuing Disclosure Agreement to be executed by the Dissemination Agent. The Continuing
Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the
Mayor is hereby authorized to confer with the Dissemination Agent, the Underwriter and Bond
Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted
to this meeting, with such changes as shall be approved by such persons executing the Continuing
Disclosure Agreement, their execution to constitute conclusive evidence of such approval.
(Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form
authorized to be executed is on file with the City Clerk and is available for inspection by any interested
person.)
Section 7: In order to provide for the defeasance and redemption of the Prior Bonds, the Mayor is hereby
authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its
execution (the "Escrow Agreement"), by and between the City and Simmons Bank, as escrow trustee (the
"Escrow Trustee"), and the Mayor is hereby authorized and directed to cause the Escrow Agreement
to be executed by the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the
form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter, the
Escrow Trustee and Bond Counsel in order to complete the Escrow Agreement in substantially the form
submitted to this meeting, with such changes as shall be approved by such persons executing the Escrow
Agreement, their execution to constitute conclusive evidence of such approval.
(Advice is given that a copy of the Escrow Agreement in substantially the form authorized to
be executed is on file with the City Clerk and is available for inspection by any interested person.)
Section 8: In order to secure lower interest rates on the Series 2019A Bonds and the Series 2019B Bonds, the
Underwriter has proposed that the City consider the purchase of a policy or policies of bond insurance with
a portion of the proceeds of the Series 2019A Bonds and Series 2019B Bonds,
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File Number: 2019-0307
which policy or policies would guarantee the payment of the principal of and interest on the applicable
series of bonds when due. If deemed economically advantageous by the Mayor, upon the advice of the
Underwriter, the Mayor is hereby authorized to execute an insurance commitment and to do any and all
things necessary to accomplish the delivery of a bond insurance policy with respect to the Series 2019A
Bonds and Series 2019B Bonds.
In order that the maximum amount of proceeds of the Series 2019 Bonds be available to refund
the Prior Bonds and pay costs of the Projects, the Underwriter has proposed that the City consider the
purchase of a surety bond or bonds with a portion of the proceeds of the Series 2019A Bonds and
Series 2019B Bonds, which surety bond or bonds would satisfy the funding requirements of the debt service
reserve. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the
Mayor is hereby authorized to execute a commitment and to do any and all things necessary to
accomplish the delivery of a surety bond or bonds with respect to the debt service reserve for the Series
2019A Bonds and Series 2019B Bonds.
Section 9: The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to
do any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2019
Bonds and to effect the execution and delivery of the Trust Indenture, the Bond Purchase Agreement,
the Official Statement, the Continuing Disclosure Agreement and a Tax Regulatory Agreement relating
to the tax exemption of interest on the Series 2019A Bonds, and to perform all of the obligations of
the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed, for
and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be
required for the carrying out of such authority or to evidence the exercise thereof.
Section 10: As previously provided in the Election Ordinance, Kutak Rock LLP, Little Rock, Arkansas, is
hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of
the Series 2019 Bonds.
Section 11: The provisions of this Ordinance are hereby declared to be severable, and if any section,
phrase or provision shall for any reason be declared to be illegal or invalid, such declaration shall not
affect the validity of the remainder of the sections, phrases or provisions of this Ordinance.
Section 12: All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the
extent of such conflict.
PASSED and APPROVED on 6/4/2019
Approve',/ Attest:
4141 �.
Lion- d Jore. ayor Sondra E. Smith, City Clerk Treas`` ERK�rTRF�'i
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Text File
File Number: 2019-0307
Agenda Date:6/4/2019 Version: 1 Status: Passed
In Control:City Council Meeting File Type:Ordinance
Agenda Number:C. 10
SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS,SERIES
2019A:
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED
(i) $139,500,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS,
SERIES 2019A, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF
CERTAIN STREET, TRAIL, DRAINAGE, PARK, CITY FACILITIES, ARTS CORRIDOR, POLICE
FACILITIES AND FIREFIGHTING FACILITIES IMPROVEMENTS AND FOR THE PURPOSE OF
REFUNDING THE CITY'S OUTSTANDING SALES AND USE TAX BONDS, AND (ii) $3,170,000
OF SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, TAXABLE SERIES 2019B, FOR
THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN ECONOMIC
DEVELOPMENT IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A
TRUST INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED AND SECURED;
AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT
TO WHICH THE BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY
OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE
AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT
AGREEMENT PROVIDING FOR THE DEFEASANCE AND REDEMPTION OF THE CITY'S
OUTSTANDING SALES AND USE TAX BONDS; AND PRESCRIBING OTHER MATTERS
RELATING THERETO
WHEREAS, the City Council of the City of Fayetteville, Arkansas (the "City") has previously determined that
there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement
projects, such as (I) streets and related improvements (the "Streets Project"), (2) trail system and related
improvements (the "Trails Project"), (3) drainage and related improvements (the "Drainage Project"); (4) parks
system and related improvements (the "Parks Project"); (5) economic development improvements (the
"Economic Development Project"); (6) City facilities and related improvements (the "City Facilities Project");
(7) Arts Corridor and related improvements (the "Arts Corridor Project"); (8) police facilities and related
improvements (the "Police Facilities Project"); and (9) firefighting facilities and related improvements (the
"Firefighting Facilities Project"); and
WHEREAS, the City Council has further determined that additional revenues can be obtained to finance all or
a portion of the costs of such critical capital improvement needs by restructuring the City's existing
indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below)
City of Fayetteville,Arkansas Page 1 Printed on 6/5/2019
File Number:2019-0307
and the rededication of said sales and use tax receipts to new bonded indebtedness; and
WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the
State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas
("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the
"Local Government Bond Act"), to issue and sell its capital improvement bonds to finance and refinance the
costs of various capital improvements such as those comprising the Streets Project, the Trails Project, the
Drainage Project, the Parks Project, the Economic Development Project, the City Facilities Project, the Arts
Corridor Project, the Police Facilities Project and the Firefighting Facilities Project (collectively, the
"Projects"), which capital improvement bonds may be secured by and payable from the receipts of the special
city-wide sales and use tax authorized by the Local Government Bond Act;and
WHEREAS, pursuant to such authority, the City has previously issued and there are presently outstanding (i)
its Sales and Use Tax Capital Improvement Bonds, Series 2007, in the aggregate principal amount of
$2,255,000(the "Series 2007 Bonds"), (ii) its Sales and Use Tax Capital Improvement Bonds, Series 2009, in
the aggregate principal amount of $615,000(the "Series 2009 Bonds"), (iii) its Sales and Use Tax Capital
Improvement Bonds, Series 2013, in the aggregate principal amount of $7,215,000(the "Series 2013 Bonds"),
and (iv) its Sales and Use Tax Capital Improvement Bonds, Series 2015, in the aggregate principal amount of
$2,150,000(the"Series 2015 Bonds")(collectively,the"Prior Bonds");and
WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of
Ordinance No. 6216 of the City, adopted and approved on December 18, 2018(the "Election Ordinance"),
there was submitted to the qualified electors of the City ten questions regarding (i) the issuance of not to exceed
$12,200,000 in principal amount of refunding bonds for the purpose of redeeming the Prior Bonds, and (ii) the
issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for
the purpose of financing all or a portion of the costs of the various capital improvements comprising the
Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales
and use tax levied at the rate of one percent (1.00%) pursuant to the Local Government Bond Act (the "Sales
and Use Tax");and
WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City voting on
each of the ten questions approved the issuance of refunding bonds and capital improvement bonds in the
principal amounts and for each of the specific purposes set forth on the ballot (and the corresponding levy of
the Sales and Use Tax,and the pledge of the receipts thereof to the payment of the bonds);and
WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond Act and
as approved by the qualified electors of the City, the City has now determined to issue and sell (i) its Sales and
Use Capital Improvement and Refunding Bonds, Series 2019A, in the aggregate principal amount of not to
exceed $139,500,000(the "Series 2019A Bonds"), in order to provide for the funding of all or a portion of the
costs of the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities
Project, the Arts Corridor Project, the Police Facilities Project and the Firefighting Facilities Project and in
order to provide for the defeasance and redemption of the Prior Bonds, and (ii) its Sales and Use Tax Capital
Improvement Bonds, Taxable Series 2019B, in the aggregate principal amount of not to exceed $3,170,000
(the "Series 2019B Bonds"), in order to provide for the funding of all or a portion of the costs of the Economic
Development Project;and
WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made
arrangements for the sale of the Series 2019A Bonds and Series 2019B Bonds (collectively, the "Series 2019
Bonds") to Stephens Inc. (the "Underwriter"), pursuant to the terms of a Bond Purchase Agreement between
the City and the Underwriter (the "Bond Purchase Agreement") in substantially the form presented to and
before this meeting;
city of Fayetteville,Arkansas Page 2 Printed on 6/5/2019
File Number. 2019-0307
NOW,THEREFORE,BE IT ORDAINED by the City Council of the City of Fayetteville,Arkansas that:
Section 1: Under the authority of the Constitution and laws of the State of Arkansas, including particularly
Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act:
(a) There is hereby authorized the issuance of bonds of the City to be designated as "Sales and
Use Tax Capital Improvement and Refunding Bonds, Series 2019A" (the "Series 2019A Bonds").
The Series 2019A Bonds shall be issued in the original aggregate principal amount of not to exceed
One Hundred Thirty-Nine Million Five Hundred Thousand Dollars ($139,500,000) and shall mature
not later than November 1, 2035, in the principal amounts and bearing interest at the rates specified in
the Bond Purchase Agreement. The average yield on the Series 2019A Bonds as a whole shall not
exceed 4.00% per annum. Of the $139,500,000 maximum aggregate principal amount of Series
2019A Bonds hereby authorized, (i) not to exceed $6,000,000 shall be deemed to apply to the
defeasance and refunding of the Prior Bonds (Question 1 on the ballot), (ii) not to exceed $38,500,000
shall be deemed to apply to the Streets Project (Question 2 on the ballot), (iii) not to exceed
$3,000,000 shall be deemed to apply to the Trails Project (Question 3 on the ballot), (iv) not to exceed
$8,500,000 shall be deemed to apply to the Drainage Project (Question 4 on the ballot), (v) not to
exceed $12,000,000 shall be deemed to apply to the Parks Project (Question 5 on the ballot), (vi) not
to exceed $575,000 shall be deemed to apply to the City Facilities Project (Question 7 on the ballot),
(vii) not to exceed $22,460,000 shall be deemed to apply to the Arts Corridor Project (Question 8 on
the ballot), (viii) not to exceed $36,965,000 shall be deemed to apply to the Police Facilities Project
(Question 9 on the ballot), and (ix) not to exceed $11,500,000 shall be deemed to apply to the
Firefighting Facilities Project (Question 10 on the ballot), and the proceeds of the Series 2019A Bonds
shall be allocated accordingly. The proceeds of the Series 2019A Bonds will be utilized to finance all or
a portion of the costs of the projects described above, to redeem the Prior Bonds, to establish a debt
service reserve for the Series 2019A Bonds or to purchase a surety bond for reserve purposes, if
deemed economically beneficial, to pay a premium for bond insurance, if deemed economically
beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the
Series 2019A Bonds.
(b) There is hereby authorized the issuance of bonds of the City to be designated as "Sales and
Use Tax Capital Improvement Bonds, Taxable Series 2019B" (the "Series 2019B Bonds"). The
Series 2019B Bonds shall be issued in the original aggregate principal amount of not to exceed Three
Million One Hundred Seventy Thousand Dollars ($3,170,000) and shall mature not later than
November 1, 2020, in the principal amounts and bearing interest at the rates specified in the Bond
Purchase Agreement. The entire principal amount of Series 2019B Bonds hereby authorized shall be
deemed to apply to the Economic Development Project (Question 6 on the ballot). The average yield
on the Series 2019B Bonds as a whole shall not exceed 4.00% per annum. The proceeds of the Series
2019B Bonds will be utilized to finance all or a portion of the costs of the Economic Development
Project, to establish a debt service reserve for the Series 2019B Bonds or to purchase a surety bond
for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if
deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental
to the issuance of the Series 2019B Bonds.
The Series 2019A Bonds and the Series 2019B Bonds (collectively, the "Series 2019 Bonds") shall be
issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be subject to
redemption prior to maturity, and shall contain such other terms, covenants and conditions, all as set forth in the
Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver
the Series 2019 Bonds in multiple series, each series to be in substantially the form thereof contained in the
City of Fayetteville,Arkansas Page 3 Printed on 6/5/2019
File Number:2019-0307
Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and
deliver the Series 2019 Bonds and to affix the seal of the City thereto, and the Mayor and City Clerk are
hereby authorized and directed to cause the Series 2019 Bonds to be accepted and authenticated by the
Trustee. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Kutak Rock LLP,
Little Rock, Arkansas ("Bond Counsel"), in order to complete the Series 2019 Bonds in substantially the forms
contained in the Trust Indenture submitted to this meeting, with such changes as shall be approved by such
persons executing the Series 2019 Bonds,their execution to constitute conclusive evidence of such approval.
Section 2: In order to pay the principal of and interest on the Series 2019 Bonds as they mature or are called
for redemption prior to maturity, there is hereby pledged all of the receipts of the one percent (1.00%) Sales
and Use Tax levied by the Election Ordinance. The levy and collection of the Sales and Use Tax replaces the
levy and collection of prior sales and use taxes by the City at the combined rate of one percent (1.00%) and
shall commence as provided in the Local Government Bond Act and continue until such time as the Series 2019
Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to
redeem the Series 2019 Bonds in full. The City covenants and agrees that all receipts from the Sales and Use
Tax will be accounted for separately as special funds on the books of the City, and receipts of said Sales and
Use Tax will be deposited and will be used solely as provided in the Trust Indenture.
Section 3: To prescribe the terms and conditions upon which the Series 2019 Bonds are to be executed,
authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and
acknowledge a Trust Indenture (the "Trust Indenture"), by and between the City and Simmons Bank, Pine
Bluff, Arkansas (the "Trustee"), and the City Clerk is hereby authorized and directed to execute and
acknowledge the Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are
hereby authorized and directed to cause the Trust Indenture to be accepted, executed and acknowledged by
the Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this meeting,
including, without limitation, the provisions thereof pertaining to the pledge of Sales and Use Tax receipts and
the terms of the Series 2019 Bonds. The Mayor is hereby authorized to confer with the Trustee, the
Underwriter and Bond Counsel in order to complete the Trust Indenture in substantially the form submitted to
this meeting, with such changes as shall be approved by such persons executing the Trust Indenture, their
execution to constitute conclusive evidence of such approval.
(Advice is given that a copy of the Trust Indenture in substantially the form authorized to be executed is
on file with the City Clerk and is available for inspection by any interested person.)
Section 4: There is hereby authorized and approved a Preliminary Official Statement of the City, including the
cover page and appendices attached thereto, relating to the Series 2019 Bonds. The Preliminary Official
Statement is hereby "deemed final" by the City within the meaning of U.S. Securities and Exchange
Commission Rule 15c2-12. The distribution of the Preliminary Official Statement is hereby approved. The
Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including
Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the
Underwriter, is herein referred to as the "Official Statement," and the Mayor is hereby authorized to execute the
Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the
form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to
confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in
substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall
be approved by such persons,the Mayor's execution to constitute conclusive evidence of such approval.
(Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is
available for inspection by any interested person.)
Section 5: In order to prescribe the terms and conditions upon which the Series 2019 Bonds are to be sold to
City of Fayetteville,Arkansas Page 4 Printed on 6/5/2019
File Number:2019-0307
the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Agreement on
behalf of the City, to be dated as of the date of its execution (the "Bond Purchase Agreement"), by and
between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially
the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and
Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this
meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement,
their execution to constitute conclusive evidence of such approval.
(Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be
executed is on file with the City Clerk and is available for inspection by any interested person.)
Section 6: In order to provide for continuing disclosure of certain financial and operating information with
respect to the Sales and Use Tax and the City to insure compliance with the provisions of Rule 15c2-12 of the
U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a
Continuing Disclosure Agreement to be dated as of the date of its execution (the "Continuing Disclosure
Agreement"), by and between the City and the Simmons Bank, as dissemination agent (the "Dissemination
Agent"), and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be
executed by the Dissemination Agent. The Continuing Disclosure Agreement is hereby approved in
substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the
Dissemination Agent, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure
Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such
persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of
such approval.
(Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized
to be executed is on file with the City Clerk and is available for inspection by any interested person.)
Section 7: In order to provide for the defeasance and redemption of the Prior Bonds, the Mayor is hereby
authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its execution
(the "Escrow Agreement"), by and between the City and Simmons Bank, as escrow trustee (the "Escrow
Trustee"), and the Mayor is hereby authorized and directed to cause the Escrow Agreement to be executed by
the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the form submitted to this
meeting, and the Mayor is hereby authorized to confer with the Underwriter, the Escrow Trustee and Bond
Counsel in order to complete the Escrow Agreement in substantially the form submitted to this meeting, with
such changes as shall be approved by such persons executing the Escrow Agreement, their execution to
constitute conclusive evidence of such approval.
(Advice is given that a copy of the Escrow Agreement in substantially the form authorized to be
executed is on file with the City Clerk and is available for inspection by any interested person.)
Section 8: In order to secure lower interest rates on the Series 2019A Bonds and the Series 2019B Bonds,
the Underwriter has proposed that the City consider the purchase of a policy or policies of bond insurance with
a portion of the proceeds of the Series 2019A Bonds and Series 2019B Bonds, which policy or policies would
guarantee the payment of the principal of and interest on the applicable series of bonds when due. If deemed
economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized
to execute an insurance commitment and to do any and all things necessary to accomplish the delivery of a
bond insurance policy with respect to the Series 2019A Bonds and Series 2019B Bonds.
In order that the maximum amount of proceeds of the Series 2019 Bonds be available to refund the
Prior Bonds and pay costs of the Projects, the Underwriter has proposed that the City consider the purchase of
a surety bond or bonds with a portion of the proceeds of the Series 2019A Bonds and Series 2019B Bonds,
which surety bond or bonds would satisfy the funding requirements of the debt service reserve. If deemed
City of Fayetteville,Arkansas Page 5 Printed on 6/5/2019
File Number:2019-0307
economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized
to execute a commitment and to do any and all things necessary to accomplish the delivery of a surety bond or
bonds with respect to the debt service reserve for the Series 2019A Bonds and Series 2019B Bonds.
Section 9: The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do
any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2019 Bonds and to
effect the execution and delivery of the Trust Indenture, the Bond Purchase Agreement, the Official Statement,
the Continuing Disclosure Agreement and a Tax Regulatory Agreement relating to the tax exemption of interest
on the Series 2019A Bonds, and to perform all of the obligations of the City under and pursuant thereto. The
Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, to execute all
papers, documents, certificates and other instruments that may be required for the carrying out of such authority
or to evidence the exercise thereof.
Section 10: As previously provided in the Election Ordinance, Kutak Rock LLP, Little Rock, Arkansas, is
hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series
2019 Bonds.
Section 11: The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or
provision shall for any reason be declared to be illegal or invalid, such declaration shall not affect the validity of
the remainder of the sections,phrases or provisions of this Ordinance.
Section 12: All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent
of such conflict.
City of Fayetteville,Arkansas Page 6 Printed on 6/5/2019
City of Fayetteville Staff Review Form
2019-0307
Legistar File ID
6/4/2019
City Council Meeting Date-Agenda Item Only
N/A for Non-Agenda Item
Paul A. Becker 5/14/2019 Chief Financial Officer
Finance& Internal Services Department
Submitted By Submitted Date Division/Department
Action Recommendation:
CITY SALES AND USE TAX BONDS:
ISSUANCE AND SALE OF NOT TO EXCEED$142,670,000 OF BY THE CITY OF SALES AND USE TAX REFUNDING BONDS
AND SALES AND USE TAX CAPITAL IMPROVEMENT BONDS,SERIES 2019 FOR VARIOUS PURPOSES.
Budget Impact:
VARIOUS VARIOUS
Account Number Fund
VARIOUS VARIOUS
Project Number Project Title
Budgeted Item? NA Current Budget $ -
Funds Obligated $ -
Current Balance $ -
Does item have a cost? NA Item Cost $ -
Budget Adjustment Attached? NA Budget Adjustment $ -
Remaining Budget $ -
V20180321
Purchase Order Number: Previous Ordinance or Resolution#
Change Order Number: • Approval Date:
Original Contract Number:
Comments:
CITY OF
FAYETTEVILLE CITY COUNCIL MEMO
V.W ARKANSAS
MEETING OF JUNE 4, 2019
TO: Mayor and City Council
FROM: Paul A. Becker, Chief Financial Officer
DATE: May 28, 2019
SUBJECT: Council Authorization of Phase One of the 2019 Sales Tax Bond Program
RECOMMENDATION:
This request is for the City to Issue up to $142,670,000 in bonds for the 2019
phase one of the Sales Tax Bond Issue which represents a portion of the bonds
authorized by the voters of Fayetteville.
DISCUSSION:
On April 9, 2019, the Citizens voted to authorize Sales Tax Bonds of up to
$226,065,000 for various purposes as specified in Ordinance 6126 approved by
the City Council . However, since the funds generated by the nontaxable bonds
must be spent in 3 years, this request represents the initial issuance phase. This
request is for up to $142,670,000 to insure the issue will generate at least
$134,612,000. This will allow for maximum flexibility to adjust to interest rates
in effect at the time and make decisions regarding the purchase of a surety bond
or actually using bond proceeds to meet the reserve requirements, and to
determine cost effectiveness of bond insurance and having the bonds rated.
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville,AR 72701
Amounts anticipated to actually spend per question are as follows:
Question One Refinancing of the current bonds $ 6,000,000
Question Two Transportation Improvements $ 36,000,000
Question Three Trail Improvements $ 2,400,000
Question Four Drainage Improvements $ 8,000,000
Question Five Park Improvements $ 11,069,000
Question Six Economic Development $ 3,170,000
Question Seven City Facilities Improvements $ 500,000
Question Eight Construction of an Arts Corridor $ 20,000,000
Question Nine Police Facilities Improvements $ 36,965,000
Question Ten Firefighting Facilities Improvements $ 10,508,000
$ 134,612,000
BUDGET/STAFF IMPACT:
The approval of this ordinance will allow the City to sell bonds to generate the
funding for at least $134,612,000 projects to be completed in Fayetteville. The
bond issue will be paid off from the proceeds of a one cent sales tax as
approved by the voters for the purposes specified in the 10 questions presented
to the voters on the election ballot.
2
RECEIVED
'JUN 2 6 2019
NORTHwEsTARKANSAS CITY OF FAYETTEVILLE
In CITY CLERK'S OFFICE
emocrar C azeffe
AFFIDAVIT OF PUBLICATION
I Cathy Staggs, do solemnly swear that I am the Accounting
Manager of the Northwest Arkansas Democrat -Gazette, printed
and published in Washington County and Benton County,
Arkansas, and of bona fide circulation, that from my own
personal knowledge and reference to the
files of said publication, the advertisement of-
CITY
£
CITY OF FAYETTEVILLE
Ord. 6194
Was inserted in the Regular Edition on:
June 13, 2019 Attached Copy
Publication Charges: $ $1236.30
Subscribed and sworn to before me
This I � day of SC.4_ , 2019.
&-, e, '�-
Notary Public
My Commission Expires:/
CATHY WILES
**NOTE** Arkansas - Benton County
NotPublic - Comm# 12397118
Please do not pay from Affi avIly Commission Expires Feb 20, 2024
Invoice will be sent. =-�
Ordinance: 6194
File Number: 2019-0307
SALES AND USE TAX CAPITAL
IMPROVEMENT AND REFUNDING
BONDS, SERIES 2019A:
AN ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF THE CITY'S
NOT TO EXCEED (i) $139,500,000 OF
SALES AND USE TAX CAPITAL
IMPROVEMENT AND REFUNDING
BONDS SERIES 2019A, FOR THE
PURPOSE OF FINANCING ALL OR A
PORTION OF THE COSTS OF CERTAIN
STREET, TRAIL, DRAINAGE, PARK, CITY
FACILITIES, ARTS CORRIDOR, POLICE
FACILITIES AND FIREFIGHTING
FACILITIES IMPROVEMENTS AND FOR
THE PURPOSE OF REFUNDING THE
CITY'S OUTSTANDING SALES AND USE
TAX BONDS, AND (ii) $3,170,000 OF
SALES AND USE TAX CAPITAL
IMPROVEMENT BONDS, TAXABLE
SERIES 2019B, FOR THE PURPOSE OF
FINANCING ALL OR A PORTION OF THE
COSTS OF CERTAIN ECONOMIC
DEVELOPMENT IMPROVEMENTS;
AUTHORIZING THE EXECUTION AND
DELIVERY OF A TRUST INDENTURE
PURSUANT TO WHICH THE BONDS
WILL BE ISSUED AND SECURED;
AUTHORIZING THE EXECUTION AND
DELIVERY OF AN OFFICIAL
STATEMENT PURSUANT TO WHICH
THE BONDS WILL BE OFFERED,
AUTHORIZING THE EXECUTION AND
DELIVERY OF A BOND PURCHASE
AGREEMENT PROVIDING FOR THE
SALE OF THE BONDS; AUTHORIZING
THE EXECUTION AND DELIVERY OF A
CONTINUING DISCLOSURE
AGREEMENT, AUTHORIZING THE
EXECUTION AND DELIVERY OF AN
ESCROW DEPOSIT AGREEMENT
PROVIDING FOR THE DEFEASANCE
AND REDEMPTION OF THE CITY'S
OUTSTANDING SALES AND USE TAX
BONDS; AND PRESCRIBING OTHER
MATTERS RELATING THERETO
WHEREAS, the City Council of the City of
Fayetteville, Arkansas (the "City") has
previously determined that there is a need for a
source of revenues to finance all or a portion
of the costs of critical capital improvement
projects, such as ( I ) streets and related
improvements (the "Streets Project"), (2) trail
system and related improvements (the "Trails
Project"), (3) drainage and related
improvements (the "Drainage Project"); (4)
parks system and related improvements (the
"Parks Project"), (5) economic development
improvements (the "Economic Development
Project"); (6) City facilities and related
improvements (the "City Facilities Project");
(7) Arts Corridor and related improvements
(the "Arts Corridor Project") '
roject"); (8) police
facilities and related improvements (the
"Police Facilities Project"); and (9)
firefighting facilities and related
improvements (the "Firefighting Facilities
Project"); and
WHEREAS, the City Council has further
determined that additional revenues can be
obtained to finance all or a portion of the costs
of such critical capital improvement needs by
restructuring the City's existing indebtedness
secured by sales and use tax receipts through
the refunding of the Prior Bonds (defined
below) and the rededication of said sales and
use tax receipts to new bonded indebtedness;
and
WHEREAS, the City is authorized and
empowered under the provisions of the
Constitution and laws of the State of Arkansas,
including particularly Amendment 62 to the
Constitution of the State of Arkansas
("Amendment 62") and Title 14, Chapter 164,
Subchapter 3 of the Arkansas Code of 1987
Annotated (the "Local Government Bond
Act"), to issue and sell its capital
improvement bonds to finance and refinance
the costs of various capital improvements
such as those comprising the Streets Project,
the Trails Project, the Drainage Project, the
Parks Project, the Economic Development
Project, the City Facilities Project, the Arts
Corridor Project, the Police Facilities Project
and the Firefighting Facilities Project
(collectively, the "Projects"), which capital
improvement bonds may be secured by and
payable from the receipts of the special city-
wide sales and use tax authorized by the
Local Government Bond Act; and
WHEREAS, pursuant to such authority, the
City has previously issued and there are
presently outstanding (i) its Sales and Use
Tax Capital Improvement Bonds, Series 2007,
in the aggregate principal amount of
$2,255,000 (the "Series 2007 Bonds"), (ii) its
Sales and Use Tax Capital Improvement
Bonds, Series 2009, in the aggregate principal
amount of $615,000 (the "Series 2009
Bonds"), (iii) its Sales and Use Tax Capital
Improvement Bonds, Series 2013, in the
aggregate principal amount of $7,215,000 (the
"Series 2013 Bonds"), and (iv) its Sales and
Use Tax Capital Improvement Bonds, Series
2015, in the aggregate principal amount of
$2,150,000 (the "Series 2015 Bonds")
(collectively, the "Prior Bonds"); and
WHEREAS, pursuant to Amendment 62 and
the Local Government Bond Act and the
provisions of Ordinance No. 6216 of the City,
adopted and approved on December 18, 2018
(the "Election Ordinance"), there was
submitted to the qualified electors of the City
ten questions regarding (i) the issuance of not
to exceed $12,200,000 in principal amount of
refunding bonds for the purpose of redeeming
the Prior Bonds, and (ii) the issuance of an
aggregate of not to exceed $213,865,000 in
principal amount of capital improvement
bonds for the purpose of financing all or a
portion of the costs of the various capital
improvements comprising the Projects, said
bonds to be secured by a pledge of and lien
upon all of the receipts of a special city-wide
sales and use tax levied at the rate of one
percent (1.00%) pursuant to the Local
Government Bond Act (the "Sales and Use
Tax"); and
WHEREAS, at a special election held April 9,
2019, a majority of the qualified electors of
the City voting on each of the ten questions
approved the issuance of refunding bonds and
capital improvement
bonds in the principal amounts and for each
of the specific purposes set forth on the ballot
(and the corresponding levy of the Sales and
Use Tax, and the pledge of the receipts
thereof to the payment of the bonds); and
WHEREAS, as authorized under the
provisions of Amendment 62 and the
Local Government Bond Act and as
approved by the qualified electors of the City,
the City has now determined to issue and sell
(i) its Sales and Use Capital Improvement and
Refunding Bonds, Series 2019A, in the
aggregate principal amount of not to exceed
$139,500,000 (the "Series 2019A Bonds"),
in order to provide for the finding of all or
a portion of the costs of the Streets Project,
the Trails Project, the Drainage Project, the
Parks Project, the City Facilities Project, the
Arts Corridor Project, the Police Facilities
Project and the Firefighting Facilities
Project and in order to provide for the
defeasance and redemption ofthe Prior
Bonds, and (ii) its Sales and Use Tax
Capital Improvement Bonds, Taxable Series
2019B, in the aggregate principal amount of
not to exceed $3,170,000 (the "Series 2019B
Bonds"), in order to provide for the funding
of all or a portion of the costs of the
Economic Development Project, and
WHEREAS, as authorized by the provisions of the
Election Ordinance, the City has previously made
arrangements for the sale of the Series 2019A Bonds
and Series 2019B Bonds (collectively, the "Series
2019 Bonds") to Stephens Inc. (the "Underwriter"),
pursuant to the terms of a Bond Purchase Agreement
between the City and the Underwriter (the "Bond
Purchase Agreement") in substantially the form
presented to and before this meeting;
NOW, THEREFORE, BE IT ORDAINED by the
City Council of the City of Fayetteville, Arkansas
that:
Section 1: Under the authority of the Constitution
and laws of the State of Arkansas, including
particularly Amendment 62 to the Constitution of the
State of Arkansas and the Local Government Bond
Act
(a) There is hereby authorized the issuance
of bonds of the City to be designated as "Sales and
Use Tax Capital Improvement and Refunding Bonds,
Series 2019A" (the "Series 2019A Bonds"). The
Series 2019A Bonds shall be issued in the original
aggregate principal amount of not to exceed One
Hundred Thirty -Nine Million Five Hundred
Thousand Dollars ($139,500,000) and shall mature
not later than November 1, 2035, in the principal
amounts and bearing interest at the rates specified in
the Bond Purchase Agreement. The average yield on
the Series 2019A Bonds as a whole shall not exceed
4.00% per annum. Of the
$139,500,000 maximum aggregate principal amount
of Series 2019A Bonds hereby authorized, (i) not to
exceed $6,000,000 shall be deemed to apply to the
defeasance and refunding of the Prior Bonds
(Question 1 on the ballot), (it) not to exceed
$38,500,000 shall be deemed to apply to the Streets
Project (Question 2 on the ballot), (iii) not to exceed
$3,000,000 shall be deemed to apply to the Trails
Project (Question 3 on the ballot), (iv) not to exceed
$8,500,000 shall be deemed to apply to the Drainage
Project (Question 4 on the ballot), (v) not to exceed
$12,000,000 shall be deemed to apply to the Parks
Project (Question 5 on the ballot), (vi) not to exceed
$575,000 shall be deemed to apply to the City
Facilities Project (Question 7 on the ballot), (vii) not
to exceed $22,460,000 shall be deemed
to apply to the Arts Corridor Project (Question 8 on
the ballot), (viii) not to exceed
$36,965,000 shall be deemed to apply to the Police
Facilities Project (Question 9 on the ballot), and (ix)
not to exceed $11,500,000 shall be deemed to apply
to the Firefighting Facilities Project (Question 10 on
the ballot), and the proceeds of the Series 2019A
Bonds shall be allocated accordingly. The proceeds
of the Series 2019A Bonds will be utilized to finance
all or a portion of the costs of the projects described
above, to redeem the Prior Bonds, to establish a debt
service reserve for the Series 2019A Bonds or to
purchase a surety bond for reserve purposes, if
deemed economically beneficial, to pay a premium
for bond insurance, if deemed economically
beneficial, and to pay printing, underwriting, legal
and other expenses incidental to the issuance of the
Series 2019A Bonds.
(b) There is hereby authorized the issuance
of bonds of the City to be designated as "Sales and
Use Tax Capital Improvement Bonds, Taxable Series
2019B" (the "Series 20198 Bonds"). The Series
2019B Bonds shall be issued in the original
aggregate principal amount of not to exceed Three
Million One Hundred Seventy Thousand Dollars
($3,170,000) and shall mature not later than
November 1, 2020, in the principal amounts and
bearing interest at the rates specified in the Bond
Purchase Agreement. The entire principal amount of
Series 2019B Bonds hereby authorized shall be
deemed to apply to the Economic Development
Project (Question 6 on the ballot). The average yield
on the Series 2019B Bonds as a whole shall not
exceed 4.00% per annum. The proceeds of the Series
2019B Bonds will be utilized to finance all or a
portion of the costs of the Economic Development
Project, to establish a debt service reserve for the
Series 2019B Bonds or to purchase a surety bond for
reserve purposes, if deemed economically beneficial,
to pay a premium for bond insurance, if deemed
economically beneficial, and to pay printing,
underwriting, legal and other expenses incidental to
the issuance of the Series 2019B Bonds.
The Series 2019A Bonds and the Series 2019B
Bonds (collectively, the "Series 2019
Bonds") shall be issued in the forms and
denominations, shall be dated, shall be
numbered, shall mature, shall be subject
to redemption prior to maturity, and shall
contain such other terms, covenants and
conditions, all as set forth in the Trust
Indenture submitted to this meeting. The
Mayor is hereby authorized and directed
to execute and deliver the Series 2019
Bonds in multiple series, each series to
be in substantially the form thereof
contained in the Trust Indenture
submitted to this meeting, and the City
Clerk is hereby authorized and directed
to execute and deliver the Series 2019
Bonds and to affix the seal of the City
thereto, and the Mayor and City Clerk
are hereby authorized and directed to
cause the Series 2019 Bonds to be
accepted and authenticated by the
Trustee. The Mayor is hereby authorized
to confer with the Trustee, the
Underwriter and Kutak Rock LLP, Little
Rock, Arkansas ('Bond Counsel"), in
order to complete the Series 2019 Bonds
in substantially the forms contained in
the Trust Indenture submitted to this
meeting, with such changes as shall be
approved by such persons executing the
Series 2019 Bonds, their execution to
constitute conclusive evidence of such
approval.
Section 2: In order to pay the principal of
and interest on the Series 2019 Bonds as
they mature or are called for redemption
prior to maturity, there is hereby pledged
all of the receipts of the one percent
(1.00%) Sales and Use Tax levied by the
Election Ordinance. The levy and
collection of the
Sales and Use Tax replaces the levy and
collection of prior sales and use taxes by
the City at the combined rate of one
percent (1.00%) and shall commence as
provided in the Local Government Bond
Act and continue until such time as the
Series 2019 Bonds are no longer
outstanding or sufficient funds are on
deposit with the Trustee under the Trust
Indenture to redeem the Series 2019
Bonds in full. The City covenants and
agrees that all receipts from the Sales and
Use Tax will be accounted for separately
as special funds on the books of the City,
and receipts of said Sales and Use Tax
will be deposited and will be used solely
as provided in the Trust Indenture.
Section 3: To prescribe the terms and
conditions upon which the Series 2019
Bonds are to be executed, authenticated,
issued, accepted, held and secured, the
Mayor is hereby authorized and directed
to execute and acknowledge a Trust
Indenture (the "Trust Indenture"), by and
between the City and Simmons Bank,
Pine Bluff, Arkansas (the "Trustee"), and
the City Clerk is hereby authorized and
directed to execute and acknowledge the
Trust Indenture and to affix the seal of
the City thereto, and the Mayor and the
City Clerk are hereby authorized and
directed to cause the Trust Indenture to
be accepted, executed and acknowledged
by the Trustee. The Trust Indenture is
hereby approved in substantially the
form submitted to this meeting,
including, without limitation, the
provisions thereof pertaining to the
pledge of Sales and Use Tax receipts and
the terms of the Series 2019 Bonds, The
Mayor is hereby authorized to confer
with the Trustee, the Underwriter and
Bond Counsel in order to complete the
Trust Indenture in substantially the form
submitted to this meeting, with such
changes as shall be approved by such
persons executing the Trust Indenture,
their execution to constitute conclusive
evidence ofsuch approval.
(Advice is given that a copy of the Trust
Indenture in substantially the form
authorized to be executed is on file with
the City Clerk and is available for
inspection by any interested person.)
Section 4: There is hereby authorized and
approved a Preliminary Official
Statement of the City, including the cover
page and appendices attached thereto,
relating to the Series 2019 Bonds. The
Preliminary Official Statement is hereby
"deemed final" by the City within the
meaning of U.S. Securities and Exchange
Commission Rule 15c2-12. The
distribution of the Preliminary Official
Statement is hereby approved. The
Preliminary Official Statement, as
amended to conform to the terms of the
Bond Purchase Agreement, including
Exhibit A thereto, and with such other
changes and amendments as are mutually
agreed to by the City and the
Underwriter, is herein referred to as the
"Official Statement," and the Mayor is
hereby authorized to execute the Oficial
Statement for and on behalf of the City.
The Official Statement is hereby
approved in substantially the form of the
Preliminary Official Statement submitted
to this meeting, and the Mayor is hereby
authorized to confer with the Trustee, the
Underwriter and Bond Counsel in order
to complete the Oficial Statement in
substantially the form of the Preliminary
Official Statement submitted to this
meeting, with such changes as shall be
approved by such persons, the Mayor's
execution to constitute conclusive
evidence of such approval.
(Advice is given that a copy of the
Preliminary Official Statement is on file
with the City Clerk and is available for
inspection by any interested person.)
Section 5: In order to prescribe the terms
and conditions upon which the Series
2019 Bonds are to be sold to the
Underwriter, the Mayor is hereby
authorized and directed to execute a Bond
Purchase
Agreement on behalf of the City, to be
dated as of the date of its execution (the
'Bond Purchase Agreement"), by and
between the City and the Underwriter,
and the Bond Purchase Agreement is
hereby approved in substantially the form
submitted to this meeting, and the Mayor
is hereby authorized to confer with the
Underwriter and Bond Counsel in order
to complete the Bond Purchase
Agreement in substantially the form
submitted to this meeting, with such
changes as shall be approved by such
persons executing the Bond Purchase
Agreement, their execution to constitute
conclusive evidence of such approval.
(Advice is given that a copy of the Bond
Purchase Agreement in substantially the
form authorized to be executed is on file
with the City Clerk and is available for
inspection by any interested person.)
Section 6: In order to provide for
continuing disclosure of certain financial
and operating information with respect to
the Sales and Use Tax and the City to
insure compliance with the provisions of
Rule 15c2-12 of the U. S. Securities and
Exchange Commission, the Mayor is
hereby authorized and directed to execute
a Continuing Disclosure Agreement to be
dated as of the date of its execution (the
"Continuing Disclosure Agreement"), by
and between the City and the Simmons
Bank, as dissemination agent (the
"Dissemination Agent"), and the Mayor is
hereby authorized and directed to cause
the Continuing Disclosure Agreement to
be executed by the Dissemination Agent.
The Continuing Disclosure Agreement is
hereby approved in substantially the form
submitted to this meeting, and the Mayor
is hereby authorized to confer with the
Dissemination Agent, the Underwriter
and Bond Counsel in order to complete
the Continuing Disclosure Agreement in
substantially the form submitted to this
meeting, with such changes as shall be
approved by such persons executing the
Continuing Disclosure Agreement, their
execution to constitute conclusive
evidence of such approval.
(Advice is given that a copy of the
Continuing Disclosure Agreement in
substantially the form authorized to be
executed is on file with the City Clerk
and is available for inspection by any
interested person.)
Section 7: In order to provide for the
defeasance and redemption of the Prior
Bonds, the Mayor is hereby authorized
and directed to execute an Escrow
Deposit Agreement to be dated as of the
date of its execution (the "Escrow
Agreement"), by and between the City
and Simmons Bank, as escrow trustee
(the "Escrow Trustee"), and the Mayor is
hereby authorized and directed to cause
the Escrow Agreement to be executed by
the Escrow Trustee. The Escrow
Agreement is hereby approved in
substantially the form submitted to this
meeting, and the Mayor is hereby
authorized to confer with the
Underwriter, the Escrow Trustee and
Bond Counsel in order to complete the
Escrow Agreement in substantially the
form submitted to this meeting, with such
changes as shall be approved by such
persons executing the Escrow
Agreement, their execution to constitute
conclusive evidence of such approval.
(Advice is given that a copy of the
Escrow Agreement in substantially the
form authorized to be executed is on file
with the City Clerk and is available for
inspection by any interested person.)
Section 8: In order to secure lower
interest rates on the Series 2019A Bonds
and the Series 2019B Bonds, the
Underwriter has proposed that the City
consider the purchase of a policy or
policies of bond insurance with a portion
of the proceeds of the Series 2019A
Bonds and Series 2019B Bonds,
which policy or policies would guarantcr
the payment of the principal of and
interest on the applicable series of bonds
when due. If deemed economically
advantageous by the Mayor, upon the
advice of the Underwriter, the Mayor is
hereby authorized to execute an insurance
commitment and to do any and all things
necessary to accomplish the delivery of a
bond insurance policy with respect to the
Series 2019A Bonds and Series 2019B
Bonds.
In order that the maximum amount of
proceeds of the Series 2019 Bonds be
available to refund the Prior Bonds and
pay costs of the Projects, the Underwriter
has proposed that the City consider the
purchase of a surety bond or bonds with a
portion of the proceeds of the Series
2019A Bonds and Series 2019B Bonds,
which surety bond or bonds would satisfy
the funding requirements of the debt
service reserve. If deemed economically
advantageous by the Mayor, upon the
advice of the Underwriter, the Mayor is
hereby authorized to execute a
commitment and to do any and all things
necessary to accomplish the delivery ofa
surety bond or bonds with respect to the
debt service reserve for the Series 2019A
Bonds and Series 2019B Bonds.
Section 9: The Mayor and Citv Clerk, for
and on behalf of the City, are hereby
authorized and directed to do any and all
things necessary to effect the issuance,
sale, execution and delivery of the Series
2019 Bonds and to effect the execution
and delivery of the Trust Indenture, the
Bond Purchase Agreement, the Official
Statement, the Continuing Disclosure
Agreement and a Tax Regulatory
Agreement relating to the tax exemption
of interest on the Series 2019A Bonds,
and to perform all of the obligations of the
City under and pursuant thereto. The
Mayor and the City Clerk are ftmher
authorized and directed, for and on behalf
of the City, to execute all papers,
documents, certificates and other
instruments that may be required for the
carrying out of such authority or to
evidence the exercise thereof.
Section 10: As previously provided in the
Election Ordinance, Kutak Rock LLP,
Little Rock, Arkansas, is hereby
confirmed as Bond Counsel on behalf of
the City in connection with the issuance
and sale of the Series 2019 Bonds.
Section 11: The provisions of this
Ordinance are hereby declared to be
severable, and if any section, phrase or
provision shall for any reason be declared
to be illegal or invalid, such declaration
shall not affect the validity of the
remainder of the sections, phrases or
provisions of this Ordinance.
Section 12: All ordinances, resolutions
and parts thereof in conflict herewith are
hereby repealed to the extent of such
conflict.
PASSED and APPROVED on 6/4/2019
Approved:
Lioneld Jordan, Mayor
Attest:
Sondra E. Smith, City Clerk Treasurer
74977651 June 13, 2019