HomeMy WebLinkAbout2012-06-01 ORDINANCE NQ.; lQ- (o'�
•
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
SALES AND USE TAX BONDS FOR THE PURPOSE OF
FINANCING ALL OR A PORTION OF THE COST OF
CAPITAL IMPROVEMENTS; PLEDGING SALES AND USE
TAXES AGGREGATING 1% TO PAY THE PRINCIPAL OF
AND INTEREST ON THE BONDS; PRESCRIBING OTHER
MATTERS RELATING THERETO; AND DECLARING AN
EMERGENCY.
WHEREAS, there was submitted to the qualified electors of the City of
Batesville, Arkansas (the "City") at a special election held March 13, 2012, the question of
issuing, under Amendment No. 62 to the Constitution of the State of Arkansas (the "State") and
under Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the
"Authorizing Legislation"), capital improvement bonds in the maximum principal amount of
$25,900,000 to finance all or a portion of the costs of acquiring, constructing, equipping and
furnishing park and recreational improvements, including particularly, without limitation, a
multi-purpose community center, swimming facilities, baseball fields, softball fields and soccer
fields, and any necessary land acquisition, and parking, landscaping, signage, drainage, lighting,
concession, road and utility improvements related thereto (collectively, the "Improvements");
• and
WHEREAS, a majority of the electors voting on the question approved the
issuance of such bonds; and
WHEREAS, the City Council has determined to proceed with accomplishing the
Improvements and to issue capital improvement bonds designated as "City of Batesville,
Arkansas Sales and Use Tax Bonds, Series 2012 (the "bonds") in the aggregate principal amount
of$25,900,000 to finance all or a portion of the costs of the Improvements; and
WHEREAS, the City has made arrangements for the sale of the bonds to Crews&
Associates, Inc. (the "Purchaser"), at a price of$25,895,091.30 (principal amount less $259,000
of underwriter's discount and plus $254,091.30 of net original issue premium) plus accrued
interest (the "Purchase Price"), pursuant to a Bond Purchase Agreement between the Purchaser
and the City (the "Purchase Agreement"), which has been presented to and is before this
meeting; and
WHEREAS, the Preliminary Official Statement, dated June 15, 2012, offering the
bonds for sale (the "Preliminary Official Statement"), has been presented to and is before this
meeting; and
•
WHEREAS, the Continuing Disclosure Agreement between the City and The
• Citizens Bank, Batesville, Arkansas (the "Disclosure Agreement"), providing for the ongoing
disclosure obligations of the City with respect to the bonds, has been presented to and is before
this meeting;
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of
Batesville,Arkansas:
Section 1. The offer of the Purchaser for the purchase of the bonds from the
City at the Purchase Price, subject to the terms and provisions hereafter in this Ordinance set
forth in detail, is hereby accepted and the Purchase Agreement, in substantially the form
submitted to this meeting, is approved and the bonds are hereby sold to the Purchaser. The
Mayor is hereby authorized and directed to execute and deliver the Purchase Agreement on
behalf of the City and to take all action required on the part of the City to fulfill its obligations
under the Purchase Agreement.
Section 2. The Preliminary Official Statement is hereby approved and the
previous use of the Preliminary Official Statement by the Purchaser in connection with the sale
of the bonds is hereby in all respects approved and confirmed, and the Mayor is hereby
authorized and directed, for and on behalf of the City, to execute the Preliminary Official
Statement and the final Official Statement in the name of the City for use in connection with the
sale of such bonds as set forth in the Purchase Agreement.
• Section 3. Under the authority of the Constitution and laws of the State,
including particularly Amendment No. 62 to the Constitution of the State and the Authorizing
Legislation, the bonds are hereby authorized and ordered issued in the total principal amount of
$25,900,000, the proceeds of the sale of which are necessary to provide funds for accomplishing
all or a portion of the Improvements, paying expenses incidental thereto and expenses of issuing
the bonds and funding a debt service reserve.
The bonds shall bear interest at the rates and shall mature on September 1 in the
amounts and in the years as follows:
[Remainder of page intentionally left blank.]
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• Year Principal
(September 1) Amount Interest Rate
2013 $ 560,000 2.000%
2014 725,000 2.000
2015 740,000 2.000
2016 755,000 2.000
2017 770,000 2.500
2018 790,000 3.000
2019 815,000 3.000
2020 840,000 3.000
2021 865,000 3.000
2022 890,000 3.000
2023 915,000 3.000
2024 945,000 3.125
2025 970,000 3.200
2029 4,305,000 4.625
2030 1,205,000 3.500
2031 1,245,000 3.750
2032 1,290,000 4.000
2035 4,195,000 4.000
2037 3,080,000 4.000
• The bonds shall be issuable only as fully registered bonds without coupons in the
denomination of$5,000 or any integral multiple thereof. Unless the City shall otherwise direct,
the bonds shall be numbered from 1 upward in order of issuance. Each bond shall have a CUSIP
number but the failure of a CUSIP number to appear on any bond shall not affect its validity.
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, premium, if any, and interest on the bonds, and receipt of
notices and exercise of rights of registered owners. There shall be one certificated, typewritten
bond for each stated maturity date which shall be immobilized in the custody of DTC with the
beneficial owners having no right to receive the bonds in the form of physical securities or
certificates. DTC and its participants shall be responsible for maintenance of records of the
ownership of beneficial interests in the bonds by book-entry on the system maintained and
operated by DTC and its participants, and transfers of ownership of beneficial interests shall be
made only by DTC and its participants, by book-entry, 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.
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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 (hereinafter identified), 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 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 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 and the City 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 be dated as of July 1, 2012. Interest on the bonds shall be
payable on March 1, 2013, and semiannually thereafter on March I and September 1 of each
year. Payment of each installment of interest shall be made to the person in whose name the
bond is registered on the registration books of the City maintained by The Citizens Bank,
Batesville, Arkansas, as Trustee and Paying Agent (the "Trustee"), at the close of business on the
fifteenth 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, by check or draft mailed by the
Trustee to such owner at his address on such registration books. Principal of the bonds shall be
payable at the corporate trust office of the Trustee.
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 July 1, 2012, or unless it is authenticated during
• the period from the Record Date to the next interest payment date, in which case it shall bear
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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 5 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 Certificate of the Trustee 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, 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, 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 the same maturity, of authorized denomination or denominations, for
the same aggregate principal amount will be issued to the transferee in exchange therefor.
Bonds may be exchanged at the principal corporate trust office of the Trustee for
an equal aggregate principal amount of bonds of any other authorized denomination or
denominations. The City shall execute and the Trustee shall authenticate and deliver bonds
which the registered owner making the exchange is entitled to receive.
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. Neither the Trustee nor the City shall be required to transfer
or exchange any bonds selected for redemption in whole or in part.
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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
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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 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 4. The bonds shall be executed on behalf of the City by the manual or
facsimile signatures of the Mayor and City Clerk and shall have impressed or imprinted thereon
the seal of the City.
Section 5. The bonds and the Certificate shall be in substantially the
following form and the Mayor and City Clerk are hereby expressly authorized and directed to
make all recitals contained therein:
(Form of Bond)
REGISTERED REGISTERED
No. $
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF INDEPENDENCE
CITY OF BATESVILLE
SALES AND USE TAX BOND
SERIES 2012
Interest Rate: % Maturity Date: September 1,
Dated Date: July 1, 2012
Registered Owner: Cede & Co.
Principal Amount: Dollars
CUSIP No.:
KNOW ALL MEN BY THESE PRESENTS:
That the City of Batesville, County of Independence, State of Arkansas (the
® "City"), for value received, hereby promises to pay to the Registered Owner shown above upon
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the presentation and surrender hereof at the principal corporate trust office of The Citizens Bank,
• Batesville, 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 to the Registered Owner shown above
interest thereon, in like coin or currency from the interest commencement date described below
at the Interest Rate per annum shown above, payable on March 1, 2013 and on each March 1 and
September 1 thereafter, until payment of such Principal Amount or, if this bond or a portion
hereof 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 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 interest from such date, 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 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 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 Batesville, Arkansas Sales and Use Tax
Bonds, Series 2012, aggregating Twenty-Five Million Nine Hundred Thousand Dollars
($25,900,000) in aggregate principal amount (the "bonds"), and is issued for the purpose of
financing all or a portion of the costs of park and recreational improvements, paying necessary
expenses incidental thereto, paying expenses of authorizing and issuing the bonds, and funding a
debt service reserve.
The bonds are issued pursuant to and in full compliance with the Constitution
and laws of the State of Arkansas (the "State"), particularly Amendment No. 62 to the
Constitution of the State and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987
Annotated (the "Authorizing Legislation"), and pursuant to Ordinance No. of the City
• duly adopted on June 26, 2012 (the "Authorizing Ordinance"), and an election duly held at which
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the majority of the legal voters of the City voting on the questions approved the issuance of the
bonds. Reference is hereby made to the Authorizing Ordinance for the details of the nature and
extent of the security and of the rights and obligations of the City, the Trustee and the registered
owners of the bonds. The bonds are special obligations of the City, payable from (a) a 0.5%
sales and use tax levied by the City under the authority of Title 26, Chapter 75, Subchapter 2 of
the Arkansas Code of 1987 Annotated and Ordinance No. 2011-12-05 adopted on December 27,
2011 (the "Bond Tax") and (b) a 0.5% sales and use tax levied by the City under Title 26,
Chapter 75, Subchapter 2 of the Arkansas Code of 1987 Annotated and Ordinance No. 2011-12-
03 adopted on December 27, 2011 (the "Permanent Tax), and the City hereby pledges the
collections of the Bond Tax and the Permanent Tax for the payment of this bond.
The bonds are subject to extraordinary, optional and mandatory sinking fund
redemption prior to maturity as follows:
(1) The bonds shall be redeemed by the City from Surplus Bond Tax
Receipts (defined below) and from proceeds of the bonds not needed for the purposes intended,
in whole at any time or in part on any interest payment date, at a redemption price equal to the
principal amount being redeemed plus accrued interest to the redemption date, in inverse order of
maturity(and by lot within a maturity in such manner as the Trustee may determine).
In the case of any defeasance of the bonds, redemption of defeased bonds shall be
scheduled on the basis of the mandatory redemption requirements and assuming collections of
the Bond Tax in an amount equal to receipts for the most recent twelve-month period.
• (2) The bonds are subject to redemption at the option of the City, on and
after September 1, 2019, in whole at any time or in part on any interest payment date, 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 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.
(3) To the extent not previously redeemed, the bonds maturing on
September 1 in the years 2029, 2035 and 2037 are subject to mandatory sinking fund redemption
by lot in such manner as the Trustee shall determine, on September 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 September 1, 2029
Principal
Year Amount
2026 $1,005,000
2027 1,050,000
2028 1,100,000
2029 (maturity) 1,150,000
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Bonds Maturing September 1, 2035
Principal
Year Amount
2033 $1,345,000
2034 1,395,000
2035 (maturity) 1,455,000
Bonds Maturing September 1, 2037
Principal
Year Amount
2036 $1,510,000
2037 (maturity) 1,570,000
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.
The City has covenanted in the Authorizing Ordinance that Surplus Bond Tax
Receipts, being collections of the Bond Tax in excess of the amount necessary to (a) insure the
prompt payment of the principal of, interest on and Trustee's fees and expenses and other
administrative charges in connection with the bonds as the same become due, (b) maintain the
( debt service reserve in the required amount and (c) pay any arbitrage rebate payments due under
♦,r Section 148(f) of the Internal Revenue Code of 1986, as amended, must be used from time to
time on each interest payment date as and to the extent available to redeem outstanding bonds
prior to maturity. The debt service reserve shall be used as part of the Surplus Bond Tax
Receipts for the purpose of making the final principal and interest payment on the bonds,
whether at maturity or at redemption prior to maturity.
Notice of redemption identifying the bonds or portions thereof (which shall be
$5,000 or a multiple thereof) to be redeemed and the date they shall be presented for payment
shall be given by the Trustee, not less than 30 nor more than 60 days prior to the date fixed for
redemption, by sending a copy of the redemption notice by first class mail, postage prepaid, or
other acceptable standard means of delivery, including facsimile or electronic communication, to
all registered owners of bonds to be redeemed. Failure to send 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 shown above 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
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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.
The City and the Trustee may deem and treat the Registered Owner shown above
as the absolute owner hereof for the purpose of receiving payment of or on account of principal
hereof 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
like aggregate principal amount of fully registered bonds of the same maturity of other
authorized denominations.
This bond shall not be valid until it shall have been authenticated by the
Certificate hereon duly signed by the Trustee.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts,
conditions and things required to exist, happen and be performed, under the Constitution and
laws of the State, particularly Amendment No. 62 to the Constitution of the State and the
Authorizing Legislation, precedent to and in the issuance of this bond have existed, have
happened and have been performed in due time, form and manner as required by law; that the
indebtedness represented by this bond and the issue of which it forms a part does not exceed any
constitutional or statutory limitation; and that taxes sufficient to pay the bonds and interest
thereon have been duly levied in accordance with the Authorizing Legislation and made payable
until all of the bonds and interest thereon have been fully paid and discharged.
IN WITNESS WHEREOF, the City of Batesville, Arkansas has caused this bond
to be executed by its Mayor and City Clerk and its corporate seal to be impressed or imprinted on
this bond, all as of the Dated Date shown above.
CITY OF BATESVILLE, ARKANSAS
ATTEST:
By
Mayor
City Clerk
(SEAL)
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(Form of Trustee's Certificate)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds issued under the provisions of the within mentioned
Authorizing Ordinance.
Date of Authentication:
THE CITIZENS BANK
Batesville, Arkansas
TRUSTEE
By
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.
Section 6. The City hereby expressly pledges all of the revenues derived by
the City from (a) 0.5% sales and use tax levied by the City under the authority of Title 26,
Chapter 75, Subchapter 2 of the Arkansas Code of 1987 Annotated and Ordinance No. 2011-12-
05 adopted on December 27, 2011 (the "Bond Tax") and (b) a 0.5% sales and use tax levied by
the City under Title 26, Chapter 75, Subchapter 2 of the Arkansas Code of 1987 Annotated and
Ordinance No. 2011-12-03 adopted on December 27, 2011 (the "Permanent Tax") to the
payment of the principal of and interest on the bonds when due at maturity or at redemption prior
to maturity, the payment of the fees and expenses of the Trustee and other administrative charges
and the payment of any arbitrage rebate due the United States under Section 148(f) of the
�W Internal Revenue Code of 1986, as amended (the "Code"). Collections of the Bond Tax are
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hereby appropriated and shall be used solely to pay the scheduled principal of and interest on the
• bonds, redeem bonds prior to maturity, pay any required arbitrage rebate due the United States,
pay Trustee's fees and expenses and other administrative charges and maintain the debt service
reserve at its required level. Collections of the Permanent Tax shall be used first, if necessary, to
pay the scheduled principal of, interest on and Trustee's fees and expenses and other
administrative charges in connection with the bonds, maintain the debt service reserve at its
required level and pay any required arbitrage rebate due the United States and second, for park
and recreational purposes, for public safety purposes, including particularly, without limitation,
police and fire, and for street purposes (collectively, the "Permanent Tax Uses"). The covenants
that the Bond Tax and the Permanent Tax (collectively, the "Taxes") shall never be repealed or
reduced while any of the bonds are outstanding. The City further covenants to use due diligence
in collecting the Taxes. Nothing herein shall prohibit the City from increasing the Taxes from
time to time, to the extent permitted by law, and no part of the revenues derived from any such
increase shall become part of the revenues pledged hereunder.
Section 7. (a) The City hereby designates The Citizens Bank, Batesville,
Arkansas as the bank which shall receive collections of the Taxes (the "Pledged Revenues") from
the State Treasurer, and the City covenants to file a written designation thereof with the State
Treasurer prior to the issuance of the bonds. The Trustee shall deposit all Pledged Revenues as
and when received into a special fund of the City in the Trustee which is hereby created and
designated "Sales and Use Tax Revenue Fund, Series 2012" (the "Revenue Fund"). There is
created in the Revenue Fund the following accounts: Bond Account; and Permanent Account.
The Pledged Revenues received by the Trustee shall be deposited as follows: Pledged Revenues
• derived from the Bond Tax shall be deposited into the Bond Account and Pledged Revenues
derived from the Permanent Tax shall be deposited into the Permanent Account.
(b) Moneys in the Bond Account in the Revenue Fund shall be applied first
each month, in the following order of priority:
(1) 1/6 of the interest on the bonds next due - Debt Service Account in
the Bond Fund(hereinafter identified); and
(2) 1/12 of the principal of the bonds next due at maturity or upon
mandatory sinking fund redemption - Debt Service Account in the Bond Fund;
and
(3) the Trustee's fees and expenses and other administrative charges
next due - Expense Account in the Bond Fund; and
(4) the amount which may be necessary to increase the Debt Service
Reserve Account to the required level - Debt Service Reserve Account in the
Bond Fund; and
(5) the amount necessary to pay any arbitrage due under Section
148(f) of the Code - Expense Account in the Bond Fund; and
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C (6) balance -the Redemption Account in the Bond Fund.
The deposits made into the Debt Service Account in the Bond Fund shall be
reduced in order to take into account as a credit (i) interest earnings, (ii) accrued interest
deposited therein from bond proceeds and(iii) transfers from the Debt Service Reserve Account.
(c) Moneys in the Permanent Account in the Revenue Fund shall be applied
by the Trustee within five (5) days of receipt by the Trustee in the following order of priority:
(1) in the event moneys in the Bond Account are insufficient to
make the deposits required by clauses (1) through (5) of(b) above, moneys in the
Permanent Account shall be used for such purpose in the order of priority listed
above; and
(2) the balance shall be transferred to the City for Permanent
Tax Uses.
Section 8. (a) There is hereby created a special fund of the City in the Trustee
which is designated "Sales and Use Tax Bond Fund, Series 2012" (the "Bond Fund"), for the
purpose of providing funds for the payment of principal of and interest on the bonds as they
become due at maturity or at redemption prior to maturity, any arbitrage rebate due the United
States under Section 148(f) of the Code and the Trustee's fees and expenses and other
administrative charges. There shall be established in the Bond Fund the following accounts into
• which moneys shall be deposited: (i) Debt Service Account; (ii) Redemption Account; and (iii)
Expense Account. Moneys in the following Bond Fund accounts shall be used on each interest
payment date in the following order of priority as and when necessary:
(1) to pay the Trustee's fees and expenses and other administrative
charges then due - Expense Account; and
(2) to pay the interest on the bonds then due - Debt Service Account;
and
(3) to pay the principal of the bonds then due at maturity or upon
mandatory sinking fund redemption - Debt Service Account; and
(4) to redeem bonds prior to maturity- Redemption Account.
In addition, moneys in the Expense Account in the Bond Fund shall be used to
pay, when due, any arbitrage rebate under Section 148(f) of the Code.
The Bond Fund (excluding those moneys in the Debt Service Reserve Account)
shall, except as provided in this Section, be depleted once a year except for a carryover amount
not to exceed the greater of(i) one year's earnings on the Bond Fund or (ii) 1/12 of the annual
debt service on the bonds. Any moneys in the Bond Fund shall, except as provided in this
Section, be spent for one of the above purposes within a thirteen-month period beginning on the
13
date of deposit, and any amount received from investment of money held in the Bond Fund will
• be spent within a one-year period beginning on the date of receipt.
(b) There shall be established and maintained in the Bond Fund a Debt
Service Reserve Account in an amount equal to one-half of the maximum annual principal and
interest requirements on the bonds (the "required level"). Moneys in the Debt Service Reserve
Account shall be used to make the payments described in clauses (2) and (3) of (a) above if
moneys in the Debt Service Account in the Bond Fund are not otherwise sufficient for that
purpose. Moneys in the Debt Service Reserve Account over and above the required level shall
be immediately transferred from the Debt Service Reserve Account into the Debt Service
Account in the Bond Fund. The Trustee shall compute on each interest payment date for the
bonds the required level for the Debt Service Reserve Account. Moneys in the Debt Service
Reserve Account shall be used to make the final payment of principal and interest on the bonds,
whether at maturity or at redemption prior to maturity.
(c) When the moneys in the Bond Fund shall be and remain sufficient to pay
(1) the principal of all the bonds then outstanding, (2) interest on the bonds until the next interest
payment date, (3) the Trustee's fees and expenses and other administrative charges and (4) all
arbitrage rebate payments due the United States under Section 148(f) of the Code, there shall be
no obligation to make any further payments into the Bond Fund and any Pledged Revenues
remaining in the Bond Fund after the principal of, premium, if any and interest on the bonds
have been paid may be used by the City for any lawful purpose.
• (d) All moneys in the Bond Fund shall be used solely for the purpose of
paying the principal of and interest on the bonds, any arbitrage rebate due under Section 148(f)
of the Code and Trustee's fees and expenses and other administrative charges, as the same
become due.
(e) The Trustee is authorized and directed to withdraw moneys from the Bond
Fund from time to time as necessary for paying principal of and interest on the bonds when due
at maturity or at redemption prior to maturity and for making other authorized Bond Fund
expenditures.
(f) The bonds shall be specifically secured by a pledge of the Pledged
Revenues, which pledge in favor of the bonds is hereby irrevocably made according to the terms
of this Ordinance, and the City, and the officers and employees of the City, shall execute,
perform and carry out the terms thereof in strict conformity with the provisions of this
Ordinance.
(g) Anything herein to the contrary notwithstanding, moneys in the
Redemption Account derived from deposits made pursuant to clause (6) of Section 7(b) hereof
and interest earnings thereon(1) shall be used from time to time to make up shortfalls in the Debt
Service Account, rather than redeeming bonds prior to maturity, and (2) shall not be used to
redeem bonds more often than annually (rather than on each interest payment date) if the Trustee
reasonably determines that such amounts available for redemption may be needed to make
• scheduled debt service payments.
14
Section 9. 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)
moneys sufficient to make such payment and/or (2) Government Securities as defined in Section
16 hereof which are direct obligations of the United States of America (provided that such
deposit will not cause any of the bonds to be classified as "arbitrage bonds" within the meaning
of Section 148 of the Code, maturing as to principal and interest in such amounts and at such
times as will provide sufficient moneys to make such payment, and all necessary and proper fees,
compensation and expenses of the Trustee with respect to which such deposit is made shall have
been paid or the payment thereof provided for to the satisfaction of the Trustee.
In case of any defeasance of the bonds, redemption of defeased bonds shall be
scheduled on the basis of the mandatory redemption requirements and assuming annual
collections of the Bond Tax in an amount equal to receipts for the most recent twelve-month
period.
On the payment of any 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 and if all arbitrage rebate payments due the
United States under Section 148(f) of the Code have been paid or provided for to the satisfaction
of the Trustee, 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.
Section 10. The City covenants that it will not issue any additional bonds, or
incur any additional obligation, secured by a lien on or pledge of the Pledged Revenues except as
hereinafter provided. The City reserves the right to issue additional bonds secured by a lien on
or pledge of the receipts of the Permanent Tax on a subordinate basis to the pledge securing the
bonds.
Section 11. The bonds shall be callable for payment prior to maturity in
accordance with the terms set out in the face of the bond form set forth in Section 5 of this
Ordinance (the 'Bond Form"). The City hereby covenants to use bond proceeds not necessary
for the purposes intended to redeem bonds on the first available interest payment date. The City
further covenants to use Surplus Bond Tax Receipts (as defined in the Bond Form) to redeem
bonds prior to maturity.
Section 12. It is hereby covenanted and agreed by the City with the owners of
the bonds that the City will faithfully and punctually perform all duties with reference to the
• Taxes and the bonds required by the Constitution and laws of the State and by this Ordinance,
15
including the collection of the Taxes, as herein specified and covenanted and the applying of the
• Pledged Revenues as herein provided.
Section 13. The Trustee will keep or cause to be kept proper books of
accounts and records in which complete and correct entries shall be made of all transactions
relating to the Pledged Revenues and such books shall be available for inspection by the City, the
Purchaser and the owner of any of the bonds at reasonable times and under reasonable
circumstances. The Trustee shall furnish a report to the City on a monthly basis of all receipts
and disbursements of the Pledged Revenues received by the Trustee, which monthly report shall
commence one month following the first month in which the Pledged Revenues are received by
the Trustee.
Section 14. (a) If there be any default in the payment of the principal of and
interest on any of the bonds, if the City defaults in the performance of any covenant contained in
this Ordinance or if the City declares bankruptcy, the Trustee may, and shall, upon the written
request of the owners of not less than 10% in principal amount of the bonds then outstanding, by
proper suit compel the performance of the duties of the officials of the City under the
Constitution and laws of the State and under this Ordinance, and to take any action or obtain any
proper relief in law or equity available under the Constitution and laws of the State.
(b) No owner of any bond shall have any right to institute any suit, action,
mandamus or other proceeding in equity or in law for the protection or enforcement of any right
under this Ordinance or under the Constitution and laws of the State 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 owners of not less than 10% in principal
amount of the bonds then outstanding shall have made written request of the Trustee after the
right to exercise such powers 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
herein granted or granted by the Constitution and laws of the State, 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 cost, expense 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, and such notification, request and offer of indemnity are hereby declared in
every such case, at the option of the Trustee, to be conditions precedent to the execution of the
powers and trust of this Ordinance or to any other remedy hereunder. It is understood and
intended that no one or more 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 hereunder except in the manner herein provided, that all proceedings at law or in equity
shall be instituted, had and maintained in the manner herein provided and for the benefit of all
owners of the outstanding bonds, and that any individual rights of action or other right given to
one or more of such owners by law are restricted by this Ordinance to the rights and remedies
herein provided.
(c) 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,
•
16
and any such suit, action or proceeding instituted by the Trustee shall be brought in its name and
• for the benefit of all the owners of the bonds, subject to the provisions of this Ordinance.
(d) No remedy herein conferred upon or reserved to the Trustee or to the
owners of the bonds is intended to be exclusive of any other remedy or remedies herein
provided, and each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or given by any law or by the Constitution of the State.
(e) No delay or omission of the Trustee or of any 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 owners of the bonds, respectively,
may be exercised from time to time and as often as may be deemed expedient.
(f) The Trustee may, and upon the written request of the owners of not less
than a majority of the owners 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.
Section 15. When the bonds have been executed and sealed as herein
provided, they shall be delivered to the Trustee, which shall authenticate them and deliver them
to or at the direction of the Purchaser upon payment of the Purchase Price. The accrued interest
shall be deposited in the Bond Fund. The amount necessary to fund the Debt Service Reserve
Account shall be deposited therein. The expenses of issuing the bonds as set forth in the delivery
instructions to the Trustee signed by the Mayor and City Clerk shall be paid from the Purchase
Price.
The balance of the Purchase Price shall be deposited in a special account of the
City hereby created with the Trustee and designated the "2012 Park and Recreational
Improvement Construction Fund" (the "Construction Fund"). The moneys in the Construction
Fund shall be used for accomplishing the Improvements, paying expenses incidental thereto and
paying the expenses of issuing the bonds. Moneys in the Construction Fund shall also be used to
pay the principal of and interest on the bonds when due if moneys in the Bond Fund are not
sufficient for the purpose. Disbursements shall be made from the Construction Fund on the basis
of requisitions which shall specify: the name of the person, firm or corporation to whom payment
is to be made; the amount of the payment; the purpose of the payment; and that the payment is a
proper charge on the Construction Fund. Each requisition must be signed by the Mayor and the
City Clerk.
When the Improvements have been completed and all required expenses paid
and expenditures made from the Construction Fund for and in connection with the
accomplishment of the Improvements and the financing thereof, this fact shall, if there are any
• moneys in the Construction Fund, be evidenced by a certificate signed by the Mayor, which
17
certificate shall state, among other things, the date of the completion and that all obligations
• payable from the Construction Fund have been discharged. A copy of the certificate shall be
filed with the Trustee, and upon receipt thereof the Trustee shall transfer any remaining balance
into the Redemption Account in the Bond Fund.
Section 16. (a) Moneys held for the credit of the Construction Fund may be
invested and reinvested at the direction of the City, and in the Trustee's discretion in the absence
of any direct instructions from the City, in Permitted Investments or other investments from time
to time 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 such money will
be required for the purposes intended.
(b) Moneys held for the credit of the Bond Fund (other than the Debt Service
Reserve Account therein) and the Revenue Fund shall be invested and reinvested at the direction
of the City, and in the Trustee's discretion in the absence of any direct instructions from the City,
in Permitted Investments, 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 will
be required for payment of the principal of and interest on the bonds when due.
(c) Moneys held for the credit of the Debt Service Reserve Account in the
Bond Fund shall be invested and reinvested at the direction of the City, and in the Trustee's
discretion in the absence of any direct instructions of the City, in Permitted Investments, which
shall mature, or which shall be subject to redemption by the holder thereof, at the option of such
• holder, not later than seven (7) years after the date of investment or the final maturity date of the
outstanding bonds, whichever is earlier.
(d) Obligations so purchased as an investment of moneys in any fund shall be
deemed at all times to be a part of such fund and the interest accruing thereon and any profit
realized from such investments shall be credited to such fund, and any loss resulting from such
investment shall be charged to such fund.
(e) "Permitted Investments" are defined as (1) direct or fully guaranteed
obligations of the United States of America ("Government Securities"), (2) direct obligations of
an agency, instrumentality or government-sponsored enterprise created by an act of the United
States Congress and authorized to issue securities or evidences of indebtedness, regardless of
whether the securities or evidences of indebtedness are guaranteed for repayment by the United
States Government, (3) certificates of deposit or demand deposits of banks, including the
Trustee, which are insured by Federal Deposit Insurance Corporation or, if in excess of insurance
coverage, collateralized by Government Securities or other securities authorized by State law to
secure public funds or (4) money market funds invested exclusively in Government Securities
and the obligations described in(2) above.
(f) All investments and deposits in the Bond Fund and the Revenue Fund
shall have a par value (or market value when less than par), exclusive of accrued interest at all
times at least equal to the amount of money credited to such funds and shall be made in such a
18
manner that the money required to be expended from any fund will be available at the proper
• time or times.
(g) Investments of moneys in all funds shall be valued in terms of current
market value as of the last day of each year, except that direct obligations of the United States
(State and Local Government Series) in book-entry form shall be continuously valued at par or
face principal amount.
Section 17. In the event the office of Mayor, City Clerk or City Treasurer
shall be abolished or any two 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 offices, 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
officers succeeding to the principal functions thereof, or by the office or officer upon whom such
powers, obligations and duties shall be imposed by law.
Section 18. The Citizens Bank, Batesville, Arkansas is hereby appointed to
act as Trustee and Paying Agent pursuant to this Ordinance. The Trustee shall be responsible for
the exercise of good faith and reasonable prudence in the execution of its trusts. The recitals in
this Ordinance and in 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 10% in principal amount of 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 by giving 60 days' notice in
writing to the City and the owners of the bonds. The majority in principal amount of the owners
of the outstanding bonds or the City, so long as the City is not in default under this Ordinance, at
any time, with or without cause, may remove the Trustee. In the event of a vacancy in the office
of Trustee, the City shall forthwith designate a new Trustee by a written instrument filed in the
office of the City Clerk. The new Trustee shall be a bank or a trust company duly authorized to
exercise trust powers and subject to examination by federal or state authority, having a reported
capital and surplus of not less than $5,000,000. The Trustee and any successor Trustee shall file
a written acceptance and agreement to execute the trusts imposed upon it by this Ordinance, but
only upon the terms and conditions set forth in this Ordinance and subject to the provisions of
this Ordinance, to all of which the respective owners of the bonds agree. Such written
acceptance shall be filed with the City Clerk and a copy thereof shall be placed in the bond
transcript. Any successor Trustee shall have all the powers herein granted to the original
Trustee. The Trustee's resignation shall take effect upon the acceptance of the trusts by the
successor Trustee.
Section 19. (a) The terms of this Ordinance shall constitute a contract between
the City and the owners of the bonds and no variation or change in the undertaking herein set
forth shall be made while any of the bonds are outstanding, except as hereinafter set forth in
subsections (b) and (c).
•
19
(b) The Trustee may consent to any variation or change in this Ordinance
• that the Trustee determines is not to the material prejudice of the owners of the bonds or in order
to cure any ambiguity, formal defect or omission in this Ordinance or any amendment hereto
without the consent of the owners of the bonds.
(c) The owners of not less than 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 (1) an extension
of the maturity of the principal of or the interest on any bond, or (2) a reduction in the principal
amount of any bond or the rate of interest thereon, or (3) the creation of a pledge of the Pledged
Revenues other than a pledge created or permitted by this Ordinance, or (4) a privilege or
priority of any bond or bonds over any other bond or bonds, or (5) a reduction in the aggregate
principal amount of the bonds required for consent to such supplemental ordinance.
Section 20. (a) The City covenants that it shall not take any action or suffer
or permit any action to be taken or condition to exist which causes or may cause the interest
payable on the bonds to be included in gross income for federal income tax purposes. Without
limiting the generality of the foregoing, the City covenants that the proceeds of the sale of the
bonds and the Pledged Revenues will not be used directly or indirectly in such manner as to
cause the bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the
Code.
(b) The City represents that it has not used or permitted the use of, and
covenants that it will not use or permit the use of the Improvements or the proceeds of the bonds,
in such manner as to cause the bonds to be "private activity bonds" within the meaning of
Section 141 of the Code.
(c) The City shall pay any arbitrage rebate due the United States Treasury
under Section 148 of the Code from moneys in the Bond Fund and/or the Construction Fund.
The costs of calculating the arbitrage rebate due and the arbitrage rebate amount shall be
considered administrative costs payable from moneys in the Bond Fund.
(d) The City will retain all documents and records pertaining to the bonds and
the Improvements for the life of the bonds plus an additional three years.
Section 21. The City covenants that it will take no action which would cause
the bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. The
City further covenants that it will submit to the Secretary of the Treasury of the United States,
not later than the 15th day of the second calendar month after the close of the calendar quarter in
which the bonds are issued, a statement concerning the bonds which contains the information
required by Section 149(e) of the Code.
20
Section 22. The Disclosure Agreement, in substantially the form submitted to
this meeting, is approved, and the Mayor is hereby authorized and directed to execute and deliver
the Disclosure Agreement for and on behalf of the City. The Mayor is authorized and directed to
take all action required on the part of the City to fulfill the City's obligations under the
Disclosure Agreement. Any legal fees and other administrative costs incurred by the City in
connection with making the annual report pursuant to the Disclosure Agreement (except audit
fees) shall be considered administrative charges that may be payable from moneys in the Bond
Fund.
Section 23. The Mayor is hereby authorized and directed to work with Friday,
Eldredge & Clark, LLP, as bond counsel, to develop, adopt and implement written procedures to
monitor compliance with federal tax requirements with respect to tax-exempt obligations of the
City. The Mayor is further authorized to appoint a Responsible Person who will have primary
responsibility for monitoring post-issuance tax compliance.
Section 24. The provisions of this Ordinance are separable and in the event
that any section or part hereof shall be held to be invalid, such invalidity shall not affect the
remainder of this Ordinance.
Section 25. All ordinances and resolutions and parts thereof in conflict
herewith are hereby repealed to the extent of such conflict.
Section 26. It is hereby ascertained and declared that the Improvements are
immediately needed for the preservation of the public peace, health and safety and to remove
existing hazards thereto. The Improvements cannot be accomplished without the issuance of the
bonds, which cannot be sold at the interest rates specified herein unless this Ordinance is
immediately effective. Therefore, it is declared that an emergency exists and this Ordinance
being necessary for the preservation of the public peace, health and safety shall be in force and
take effect immediately upon and after its passage.
PASSED: June 26, 2012.
APPROVED:
ATTEST:
or
City Clerk
(SEAL)
21
CERTIFICATE
The undersigned, City Clerk of the City of Batesville, Arkansas (the "City"),
hereby certifies that the foregoing pages are a true and correct copy of Ordinance No. ,
passed at a regular session of the City Council of the City, held at the regular meeting place of
the City Council at 5:30 p.m. on the 26th day of June, 2012, and that the Ordinance is of record
in Ordinance Record Book No. '' at PageS'j, now in my possession.
GIVEN under my hand and seal this 9(v day of June, 2012.
Loaln" nn a"
City C1 rk
(SEAL)
22
z �
r C
PRELIMINARY OFFICIAL STATEMENT DATED JUNE 159 2012
NEW ISSUE RATING:
$ BOOK-ENTRY ONLY S&P:"AA-"
6°
N V
V y
g In the opinion of Bond Counsel, based on existing statutes, regulations, rulings and court decisions, the interest on the
a g Bonds is excludable from gross income forfederal income tax purposes,subject to the condition that the City comply with
° v all requirements of the Internal Revenue Code that must be satisfied subsequent to the issuance of the Bonds, and the
Bonds and interest thereon are exempt from all Arkansas state, county and municipal taxes. In the opinion of Bond
Counsel, interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax
gimposed on individuals and corporations, although it is included in book income in calculating the corporate alternative
° T minimum taxable income.See LEGAL MATTERS, Tax Exemption herein.
8�
$25 900 000*
CITY OF BATEWILLE ARKANSAS
SALES AND USE TAS BONDS
SERIES 2012
Cc
E° Dated:July 1,2012 Due:September 1,as shown below
°'cb
o = Princi al of and interest on the Bonds are payable from a pledge of receipts derived by the City of Batesville, Arkansas
d (the "City") from sales and use taxes levied by the City at an aggregate rate of 1%. Interest on the Bonds is payable
„s „ semiannuallyon March 1 and September 1 in each year, commencing March 1, 2013, and the Bonds mature (on
F° September 1 of each year),bear interest and are priced to yield as follows:
N W
u
MATURITY SCHEDULE*
$18,685,000 Serial Bonds
5 �
'3 22013 $6Amount 40,000 Rate °o Yield °/ MMatt�unt $ 920Amount
Rat °/ Yield
,000
c s 2014 730,000 2024 945,000
• L 2015 745,000 2025 980,000
x g 2016 760,000 2026 1,010,000
Q 2017 775,000 2027 1,050,000
o 0 2018 790,000 2028 1,095,000
o° 2019 815,000 2029 1,140,000
v IE 2020 840,000 2030 1,185,000
a q 2021 865,000 2031 1,230,000
°g Q 2022 890,000 2032 1,280,000
`o
E $4,155,000 %TERM BONDS Due September 1,2035 to Yield %
h $3,060,000 %TERM BONDS Due September 1,2037 to Yield %
"- (Accrued interest from July 1,2012 to be added)
m£ o
The Bonds of each maturity will be initially issued as a single registered bond registered in the name of Cede&Co.,the
s nominee of The Depository Trust Company("DTC"),New York,New York. The Bonds will be available for purchase in
$ ; book-entry form only, in denominations of$5,000 or any integral multiple thereof. Except in limited circumstances
a 32 described herein, purchasers of the Bonds will not receive physical delivery of Bonds. Payments of principal of and
c E > interest on the Bonds will be made by The Citizens Bank,Batesville,Arkansas,as the Trustee,directly to Cede&Co.,as
.n nominee for DTC,as registered owner of the Bonds, to be subsequently disbursed to DTC Participants and thereafter to
o �s the Beneficial Owners of the Bonds,all as further described herein.
0
c a The Bonds are offered,subject to prior sale when as and if issued and received b the Underwriter named below,subject
to the approval of legality by Fridy ,Eldredge&when,
LLP , Little Rock,Arkansas,Bond Counsel,and subject to certain
v o other conditions.
z E c
-aa This cover page contains information for quick reference only. It is not a summary of the issue. Investors must read the
A_
entire Official Statement to obtain information essential to the making of an informed investment decision.
c c ^
ti `-
v o
E
CMVVS8ASS0CW8S
U Dated: 2012. .E
Zvs
= E �
E a _ *Preliminary; subject to change.
4 m u
H a'�
No dealer, broker, salesman or other person has been authorized by the City or the Underwriter
to give any information or to make any representations, other than those contained in this
Official Statement, and, if given or made, such other information or representations must not be
relied upon as having been authorized by any of the foregoing. This Official Statement does not
constitute an offer to sell or other solicitation of an offer to buy, nor shall there be any sale of the
Bonds by any persons in any state in which it is unlawful for such person to make such offer,
solicitation or sale. The information and expressions of opinion herein are subject to change
without notice, and neither the delivery of this Official Statement nor any sale made hereunder
shall under any circumstances create any implication that there has been no change in the affairs
of the City since the date hereof.
TABLE OF CONTENTS
INTRODUCTION TO OFFICIAL STATEMENT 1
THE BONDS 2
Book-Entry Only System 2
Generally 3
Redemption 5
Purposes for Bonds 6
Security 7
THE CITY AND THE COUNTY 8
Location 8
Population 8
• Transportation 8
Government 8
Medical Facilities 8
Education 8
Financial Institutions 8
Economy 9
Litigation 10
County Economic Data 10
Building Permits 11
THE TAXES 11
Generally 11
Administration 11
Historical Tax Receipts 12
Future Tax Receipts 12
THE AUTHORIZING ORDINANCE 12
The Revenue Fund 12
The Bond Fund 13
Investments 14
Certain Covenants 15
Defaults and Remedies 15
Defeasance 16
No Parity Bonds 16
The Trustee 16
Supplemental Ordinances 17
•
• CONTINUING DISCLOSURE AGREEMENT 17
Purpose of the Continuing Disclosure Agreement 17
Definitions 17
Provision of Annual Report 18
Content of Annual Reports 18
Reporting of Significant Events 19
Termination of Reporting Obligation 20
Dissemination Agent 20
Amendment; Waiver 20
Additional Information 21
Default 21
Duties of Trustee and Dissemination Agent and Right of Indemnity 21
Beneficiaries 21
DEBT SERVICE COVERAGE 22
DEBT SERVICE REQUIREMENTS 23
PROJECTED MANDATORY REDEMPTION 23
LEGAL MATTERS 24
Legal Proceedings 24
Legal Opinions 24
Tax Exemption 24
MISCELLANEOUS 26
Underwriting 26
Enforceability of Remedies 27
Rating 27
Information in Official Statement 27
EXHIBIT A- Summary of State Sales and Use Tax Provisions
•
• OFFICIAL STATEMENT
$2599009000*
CITY OF BATESVILLE,ARKANSAS
SALES AND USE TAX BONDS
SERIES 2012
INTRODUCTION TO OFFICIAL STATEMENT
This Introduction is subject in all respects to the more complete information contained in this
Official Statement. The offering of the bonds to potential investors is made only by means of the
entire Official Statement, including the cover page hereof and the exhibits hereto. A full review
should be made of the entire Official Statement, as well as the Authorizing Ordinance described
herein.
This Official Statement of the City of Batesville, Arkansas (the "City") is furnished in
connection with the offering by the City of its $25,900,000* principal amount of Sales and Use
Tax Bonds, Series 2012, dated July 1, 2012 (the 'Bonds"). The Bonds are being issued for the
purpose of financing all or a portion of the costs of acquiring, constructing, equipping and
furnishing park and recreational improvements for the City (the "Improvements"), providing a
debt service reserve and paying expenses of issuing the Bonds. See THE BONDS, Purposes for
Bonds.
The City is a city of the first class duly organized under the laws of the State of Arkansas (the
"State") and is located in north central Arkansas. The City is authorized under Amendment No.
62 to the Constitution of the State("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of
the Arkansas Code of 1987 Annotated (the "Authorizing Legislation") to issue capital
• improvement bonds and to expend the proceeds thereof for the intended purposes. See THE
CITY AND THE COUNTY.
The Bonds are not general obligations of the City,but are special obligations payable solely from
collections from sales and use taxes (the "Taxes") levied by the City. See THE TAXES and
THE BONDS, Security. The Taxes are levied as follows: one at the rate of 0.5% under
Ordinance No. 2011-12-05, adopted December 27, 2011, under the authority of Title 26, Chapter
75, Subchapter 2 of the Arkansas Code of 1987 Annotated (the 'Bond Tax"); and one at the rate
of 0.5% under Ordinance No. 2011-12-03, adopted December 27, 2011, under the authority of
Title 26, Chapter 75, Subchapter 2 of the Arkansas Code of 1987 Annotated (the "Permanent
Tax"). The voters approved the Taxes at a special election held March 13, 2012. Collections of
the Bond Tax may only be used to pay obligations with respect to the Bonds. Collections of the
Permanent Tax may be used to pay obligations with respect to the Bonds and for park and
recreational purposes, for public safety purposes, including particularly, without limitation,
police and fire, and for street purposes(collectively, the "Permanent Tax Uses").
The issuance of the Bonds and the pledging of the Taxes to the payment of the principal of and
interest on the Bonds was approved at a special election held March 13, 2012. The Bonds are
being issued pursuant to and in full compliance with Amendment 62 and the Authorizing
Legislation and Ordinance No. of the City, adopted on 2012 (the
"Authorizing Ordinance"). See THE AUTHORIZING ORDINANCE.
The Bonds will be initially issued in book-entry form and purchasers of Bonds will not receive
certificates representing their interest in the Bonds purchased. See THE BONDS, Book-Entry
Only System. The Bonds will contain such other terms and provisions as described herein. See
THE BONDS, Generallv.
• 'Preliminary; subject to change.
The Bonds are issuable only as fully registered bonds, without coupons, in the denomination of
$5,000 or integral multiple thereof. Interest is payable March 1, 2013, and semiannually
thereafter on each March 1 and September 1. Principal is payable at the principal office of The
Citizens Bank, Batesville, Arkansas, as trustee and paying agent for the Bonds (the "Trustee").
Interest is payable by check mailed by the Trustee to the registered owners as of the record date
for each interest payment date. The record date for payment of interest on the Bonds shall be the
fifteenth day of the calendar month next preceding each interest payment date. A Bond may be
transferred, in whole or in part (in integral multiples of$5,000), but only upon delivery of the
Bond, together with a written instrument of transfer, to the Trustee. See THE BONDS,
Generallv.
The Bonds are subject to extraordinary redemption from proceeds of the Bonds not needed for
the purposes intended and from Surplus Bond Tax Receipts (as hereinafter defined). The Bonds
are also subject to optional redemption on and after September 1, 2021. The Bonds maturing on
September 1 in the years 2035* and 2037* are subject to mandatory sinking fund redemption as
described herein. The Trustee shall give at least thirty(30) days notice of redemption. See THE
BONDS,Redemption.
Under existing law and assuming compliance with certain covenants described herein, (i) interest
on the Bonds is excludable from gross income for federal income tax purposes, (ii) interest on
the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations, (iii) with respect to corporations, interest on the Bonds
will be taken into account in determining adjusted current earnings for the purpose of computing
the federal alternative minimum tax and (iv) the Bonds and interest thereon are exempt from all
State, county and municipal taxes. See LEGAL MATTERS, Tax Exemption.
It is expected that the Bonds will be available for delivery on or about July 31, 2012, through the
facilities of the Depository Trust Company in New York,New York.
The City and the Trustee have entered into a Continuing Disclosure Agreement in order to assist
the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5)
(the "Continuing Disclosure Agreement"). See CONTINUING DISCLOSURE
AGREEMENT.
This Official Statement speaks only as of its date, and the information contained herein is subject
to change. Copies of the Authorizing Ordinance and the Continuing Disclosure Agreement
summarized herein are available upon request from Crews & Associates, Inc., First Security
Center, 521 President Clinton Avenue, Suite 900, Little Rock, Arkansas 72201, Attention: Public
Finance.
THE BONDS
Book-Entry Onl} System. The Depository Trust Company ("DTC"), New York, New York, or
its successor, will act as securities depository for the Bonds. The Bonds will each be issued as
fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or
such other name as may be requested by an authorized representative of DTC. One fully-
registered Bond certificate for each maturity will be issued in the principal amount of the
maturity, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
• Preliminary; subject to change.
2
• of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct
Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants' accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Closing Corporation ("DTCC"). DTCC is the holding company for DTC,
National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which
are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com and
www.dtc.ore.
Purchases of Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Bonds on DTC's records. The ownership interest of each
actual purchaser of each Bond(referred to herein as "Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries
made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interest in Bonds, except in the event
• that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee, Cede&Co. or such other name as may be
requested by an authorized representative of DTC. The deposit of Bonds with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds
are credited, which may or may not be the Beneficial Owners. Direct and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices will be sent to Cede & Co. If fewer than all of the Bonds are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures.
Under its usual procedures, DTC mails an Omnibus Proxy to the Trustee as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the Bonds are credited on the record date(identified
in a listing attached to the Omnibus Proxy).
•
3
• Principal, interest and premium, if any, payments on the Bonds will be made to Cede & Co., or
such other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding
detail information from the City or the Trustee, on the payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the Trustee, or the City, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of principal,
interest and premium, if any, to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the Trustee, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Bonds at
any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in
the event that a successor securities depository is not obtained, Bonds are required to be printed
and delivered. The City may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, Bonds will be printed and
delivered.
The information concerning DTC and DTC's book-entry system set forth above has been
obtained from DTC. Neither the Underwriter nor the City make any representation or warranty
regarding the accuracy or completeness thereof.
So long as the Bonds are in book-entry only form,Cede& Co., as nominee for DTC,will be
treated as the sole owner of the Bonds for all purposes under the Authorizing Ordinance,
• including receipt of all principal of and interest on the Bonds, receipt of notices, voting and
requesting or directing the Trustee to take or not to take, or consenting to, certain actions
under the Authorizing Ordinance. The City and the Trustee have no responsibility or
obligation to the Participants or the Beneficial Owners with respect to (a) the accuracy of
any records maintained by DTC or any Participant; (b) the payment by any Participant of
any amount due to any Beneficial Owner in respect of the principal of and interest on the
Bonds; (c) the delivery or timeliness of delivery by any Participant of any notice to any
Beneficial Owner which is required or permitted under the terms of the Authorizing
Ordinance to be given to owners of Bonds; or(d) other action taken by DTC or Cede& Co.
as owner of the Bonds.
Generallv. The Bonds are dated, mature and bear interest as set forth on the cover page hereof.
The principal of the Bonds is payable upon presentation and surrender at the principal office of
the Trustee. Payment of interest on the Bonds will be made to each registered owner thereof by
check or draft mailed by the Trustee to such owner at his address as such name and address
gear on the registration book of the City kept by the Trustee on the record date which is the
eenth day of the calendar month next preceding the calendar month in which such interest
payment date falls. All such payments will be made in lawful money of the United States of
America.
The Bonds are issuable in the form of registered Bonds without coupons in the denomination of
$5,000 each or any integral multiple thereof, interchangeable in accordance with theprovisions
of the Authorizing Ordinance. In the event any Bond is mutilated, lost or destroyed, the City
shall, if not then prohibited by law, execute and the Trustee may authenticate a new Bond in
accordance with the provisions therefor in the Authorizing Ordinance.
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
4
• 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.
No charge shall be made to any owner of any Bond for the privilege of registration, but any
owner of any Bond requesting any such registration 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. Neither the City nor the Trustee shall 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 interest
of 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 princepal 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.
Redemption. The Bonds are subject to extraordinary, optional and mandatory sinking fund
• redemption prior to maturity as follows:
(1) Extraordinary Redemption. The Bonds shall be redeemed from Surplus Bond Tax
Receipts (hereinafter defined) and from proceeds of the Bonds not needed for the purposes
intended, in inverse order of maturity(and by lot within a maturity in such manner as the Trustee
shall determine), in whole at any time or in part on any interest payment date, at a redemption
price equal to the principal amount being redeemed plus accrued interest to the redemption date.
"Surplus Bond Tax Receipts" are collections of the Bond Tax in excess of the amount necessary
to (a) insure the prompt payment of the principal, interest on and Trustee's fees and expenses and
other administrative charges in connection with the Bonds, (b) maintain the debt service reserve
in the required amount and (c) pay any arbitrage rebate due under Section 148(f) of the Internal
Revenue Code of 1986, as amended(the "Code").
In case of any defeasance of the Bonds, redemption of defeased Bonds shall be scheduled on the
basis of mandatory redemption requirements and assuming annual collections of the Bond Tax in
an amount equal to receipts for the most recent twelve-month period.
(2) Optional Redemption. The Bonds are subject to redemption at the option of the
City, on and after September 1, 2021, in whole at any time or in part on any interest payment
date, 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 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.
5
• (3) Mandatory Sinking Fund Redem tp ion.i To the extent not previously redeemed,
the Bonds maturing on September 1 in the years 2035 and 2037 are subject to mandatory sinking
fund redemption by lot in such manner as the Trustee shall determine, on September 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 September 1, 2035
Principal
Years Amount
2033 $1,330,000
2034 1,385,000
2035 (maturity) 1,440,000
Bonds Maturing September 1, 2037
Principal
Years Amount
2036 $1,500,000
2037 (maturity) 1,560,000
In the case of any redemption of Bonds prior to maturity, the Trustee shall mail, or send via other
acceptable standard means, including facsimile or electronic communication, a copy of the
redemption notice to the registered owners of the Bonds to be redeemed, in each case not less
than 30 nor more than 60 days prior to the date of redemption. After the date for redemption no
further interest shall accrue on any Bond called for redemption if funds for redemption of such
Bond have been deposited with the Trustee as provided in the Authorizing Ordinance.
• Notwithstanding the above, so long as the Bonds are issued in book-entry only form, if fewer
than all the Bonds of an issue are called for redemption, the particular Bonds to be redeemed will
be selected pursuant to the procedures established by DTC. So long as the Bonds are issued in
book-entry only form, notice of redemption will be given only to Cede & Co., as nominee for
DTC. The Trustee will not give any notice of redemption to the Beneficial Owners of the
Bonds.
Purposes for Bonds. The Bonds are being issued to finance all or a portion of the costs of the
Improvements, fund a debt service reserve and pay expenses of issuing the Bonds. The
Improvements include particularly, without limitation, a multi-purpose community center,
swimming facilities, baseball fields, softball fields and soccer fields and any necessary land
acquisition, and parking, landscaping, signage, drainage, lighting, concession, road and utility
improvements related thereto. The Improvements are expected to be completed by July 1, 2015.
[Remainder of page intentionally left blank.]
• Preliminary; subject to change.
6
• The sources and uses of funds to accomplish the Improvements are estimated by the City as
follows:
SOURCES:*
Principal Amount of Bonds $25,900,000
Net Original Issue [Discount/Premium]
Total Sources $
USES:*
Costs of Improvements $
Debt Service Reserve
Costs of Issuance and Underwriter's Discount
Total Uses $
The payment of Underwriter's discount and the fee of Bond Counsel will be contingent on the
Bonds being issued. See MISCELLANEOUS, Underwriting for a description of the
Underwriter's discount. The City will deposit the net proceeds of the Bonds (principal amount
[less/plus] net original issue [discount/premium], less Underwriter's discount, debt service
reserve deposit and certain issuance costs) into a special fund established with the Trustee and
designated "2012 Park and Recreational Improvement Construction Fund" (the "Construction
Fund"). Moneys contained in the Construction Fund will be disbursed solely in payment of costs
of the Improvements, paying necessary expenses incidental thereto and paying expenses of
issuing the Bonds. Disbursements shall be on the basis of requisitions which shall contain at
• least the following information: the person to whom payment is being made; the amount of the
payment; and the purpose by general classification of the payment. For a description of how the
Bond proceeds are to be invested pending use and the provisions governing those investments,
see THE AUTHORIZING ORDINANCE, Investments.
Security. The Bonds are not general obligations of the City but are special obligations, secured
by a first and prior pledge of collections of the Taxes ("Tax receipts"). Tax receipts from the
Bond Tax will be used to pay the scheduled principal of and interest on the Bonds, redeem
Bonds prior to maturity, pay any arbitrage rebate due under Section 148(f) of the Code, maintain
a debt service reserve at the required level and pay Trustee's fees and expenses and other
administrative charges in connection with the Bonds (collectively, the "Bond Payments"). Tax
receipts from the Permanent Tax will be used first, if necessary, to make the Bond Payments and
second, for Permanent Tax Uses. The Bonds are secured under the Authorizing Ordinance. For
a summary of the terms of the Authorizing Ordinance, see THE AUTHORIZING
ORDINANCE.
A debt service reserve will be maintained in the Bond Fund in an amount equal to one-half of the
maximum annual principal and interest requirements on the Bonds. The debt service reserve will
initially be funded with Bond proceeds. See THE AUTHORIZING ORDINANCE, The Bond
Fund.
• `Preliminary; subject to change.
7
• THE CITY AND THE COUNTY
Location. The City is located in Independence County (the "County"), which is in the north
central part of Arkansas. The City is situated approximately 95 miles northeast of Little Rock,
Arkansas.
Population. Resident population in the City and the County has been as follows:
Year City Countv
1970 7,209 22,723
1980 8,263 30,147
1990 9,187 31,192
2000 9,445 34,233
2010 10,248 36,647
Transportation. The City has a municipal airport(Batesville Regional Airport)with a 6,002 foot
lighted runway. Several motor freight earners make shipments from the City to major cities
across the United States. The City is served by The Missouri and North Arkansas Railroad
headquartered in Carthage, Missouri. It is a Class III railroad with Class I connections to UP,
BNSF and KCS Railroads.
Government. The government of the City operates under the mayor-city council form of
government, pursuant to which a mayor is elected for a 4-year term (current term expires
December 31, 2014) and eight aldermen are elected for two-year terms (current terms expire
December 31, 2012). The current mayor and aldermen of the City and their principal
occupations are as follows:
• Name Occupation/Employer
Rick Elumbaugh Mayor
David Shetron Batesville Division of Atlas Asphalt
Thomas Bryant Retired Businessman
Margaret Henley Retired Teacher
Fred Krug The Citizens Bank
Page Hubbard Social Worker
Davy Insell Salesman
Chris Poole Engineer
Douglas Matthews Dentist
Medical Facilities. The City is served by the White River Medical Center, an acute care hospital
with 259 beds, and by approximately 90 physicians.
Education. Primary and secondary education for the City's inhabitants are provided by a public
school system. The University of Arkansas Community College at Batesville and Lyon College,
with approximate enrollment of 1,600 and 650, respectively, are both located in the City.
Financial Institutions. The City is served by the following banks having their principal offices
in the City: The Citizens Bank and First Community Bank of Batesville. The City is also served
by branches of Bank of America, N.A., Liberty Bank of Arkansas, Merchants & Planters Bank,
Regions Bank and Southern Bank.
[Remainder of page intentionally left blank.]
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• Economy. The economy of the City and the County is a mixture of industry, agriculture and
commercial trade. Set forth below are the major employers (employing over 100 persons)
located within or near the City:
Number of
Emnlover Product or Service Employees
White River Health System Healthcare 1,425
Peco Foods Poultry processing 751
White River Area Agency Healthcare 600
on Aging
ConAgra Foods Frozen foods 565*
Batesville Public Schools Education 554
Pilgrim's Pride Poultry processing 465
Walmart Retail 400
University of Arkansas Education 338
Community College at
Batesville
Health Resources of Arkansas Healthcare 320
Bad Boy/Fireworks World Lawn mowers/fireworks 315
Network of Community Options Human services 293
Independence County Government 250
Flowers Baking Company Baking 240
of Batesville
Southside Public Schools Education 230
First Community Bank Banking 225
Arkansas State Highway Transportation 205
Department
• Zila Dental products 160
The Citizens Bank Banking 151
Wood-Lawn Nursing Home Nursing home 147
Lyon College Education 140
City of Batesville Government 139
Bryant's Pharmacy and Healthcare 135
Health Care Center
Dowell Transport Trucking 125
Rolling Hills Nursing Center Nursing home 123
Northcentral Arkansas Human services 120
Development Council
LaCroix Optical Company Optical lenses 109
Life Plus Vitamins 109
Vital Link Ambulance services 100
*ConAgra Foods has announced plans to eliminate 233 'obs as a result of shifting work to a plant
in Missouri. This downsizing is expected to occur in July 2012.
[Remainder of page intentionally left blank.]
•
9
• Liti ag tion. The Arkansas Department of Environmental Quality has issued a consent order
against the City. The City is currently engaged in $50,000,000 of wastewater expansion and
collections system upgrades to address the consent order. The new wastewater treatment plant
will increase capacity from 4.3 million gallons per day to approximately 10 million gallons per
day. There is no other material litigation or administrative proceeding pending or threatened
against the City.
County Economic Data. Per capita personal income estimates for the County are as followsM:
Per Capita
Year Personal Income
2006 $28,188
2007 29,859
2008 31,450
2009 30,225
2010 30,748
Total personal income estimates for the County are as follows(i):
Total
Year Personal Income
2006 $ 998,573,000
2007 1,065,658,000
2008 1,127,781,000
2009 1,095,944,000
• 2010 1,129,204,000
Set forth below are the annual average unemployment rates for the County and State since 2007
according to the Arkansas Department of Workforce Services:
Annual Average
Unemployment Rate(%1
Year Count v State
2007 6.1 5.2
2008 6.8 5.3
2009 8.3 7.4
2010 8.5 7.9
2011 8.8 8.0
2012* 7.9 6.9
*As of April 2012
[Remainder of page intentionally left blank.]
• (')Source: U.S. Bureau of Economic Analysis.
10
® Building Permits. The following sets forth the valuation of all building permits issued by the
City during each of the last five(5) years:
Year Valuation
2007 $ 9,601,537
2008 9,459,935
2009 10,225,665
2010 14,099,086
2011 114,415,435*
*Increase due to a number of large projects in the City, including miprovements for White River
Medical Center, Batesville School District, Lyon College, Batesville Housing Authority and
Batesville Sewer Department.
THE TAXES
Generally. The Taxes are levied as follows: the Permanent Tax under Ordinance No. 2011-
12-03, adopted December 27, 2011, under the authority of Title 26, Chapter 75, Subchapter 2 of
the Arkansas Code of 1987 Annotated; and the Bond Tax under Ordinance No. 2011-12-05,
adopted December 27, 2011, under the authority of Title 26, Chapter 75, Subchapter 2 of the
Arkansas Code of 1987 Annotated. The Taxes are taxes within the City on all items which are
subject to taxation under The Arkansas Gross Receipts Act of 1941 and a tax on the receipts
from storing, using or consuming tangible personal property under The Arkansas Compensating
(Use) Tax Act of 1949. Pursuant to the Authorizing Ordinance, the City has pledged the Tax
receipts to the payment of the Bonds. The Taxes will become effective on July 1, 2012.
The Streamline Sales and Use Tax Agreement ("Streamline") has been adopted by Arkansas and
• became effective on January 1, 2008. Streamline amended Arkansas sales and use tax law to
allow the State to collect sales and use taxes from internet sales from vendors outside the State.
Streamline limits the collection of the local sales and use tax on the first $2,500 of sales proceeds
only on the following sales: motor vehicles, aircraft, watercraft, modular homes, manufactured
homes or mobile homes. There is no limit of the amount of local sales and use tax to be paid on
all other items. The State allows businesses, nonprofits and governmental entities to file for a
credit or rebate on a local sales and use tax if the amount on an invoice totals more than $2,500
on certain qualified purchases. Claims for credit or rebates must be filed with the Arkansas
Department of Finance and Administration ("DF&A") within six (6) months from the date of
purchase or six (6) months from the date of payment, if later. DF&A will then cause the State
Treasurer to withhold the amount of the refund from future disbursements to the local
government levying the sales and use tax. Prior to January 1, 2008, sales and use taxes were
collected on the first $2,500 of sales proceeds for each single transaction, as defined by the City.
Pursuant to Act 757 of 2011 (the "Sales Tax Holiday Act"), the State has created an annual sales
tax holiday in which clothing (which are less than $100 per item), clothing accessories or
equipment (which are less than $50 per item), school art supplies, school instructional materials
and school supplies are exempt from taxation under The Arkansas Gross Receipts Tax Act of
1941. The annual sales tax holiday is from 12:01 a.m. on the first Saturday in August until 11:59
p.m. the following Sunday.
Set forth in Exhibit A attached hereto is a summary of certain provisions of the statutes
authorizing the Tax. The summary does not purport to be complete statements of the laws.
Reference is made to the Arkansas Code Annotated §§26-52-101 et seq. and 26-53-101 et seq.
for the full text and complete descriptions of such provisions.
Administration. The Commissioner of Revenues of the State (the "Commissioner")performs all
functions incidental to the administration, collection, enforcement and operation of the Taxes.
• All Tax receipts collected, less certain charges payable and retainage due the Commissioner for
I1
• administrative services in the amount of 3% of the gross Tax receipts, shall be remitted by the
State Treasurer to the Trustee monthly for deposit into the Revenue Fund. See THE
AUTHORIZING ORDINANCE, The Revenue Fund.
Historical Tax Receipts. The City currently collects a 1% sales and use tax(the "Existing Tax").
The Existing Tax went into effect on July 1, 2009. The Taxes will be collected at an aggregate
rate of 1%. Collections of the Existing Tax have been as follows for the years indicated (taxes
are collected in one month and received by the levying entity two months later):
Year Existing Tax Collections
2010 $3,297,866
2011 3,331,175
Collections of the Existing Tax for the twelve-month period ended April 30 have been as follows
for the periods indicated(taxes are collected in one month and received by the levying entity two
months later):
Period Existing Tax Collections
May 1, 2010-April 30, 2011 $3,283,374
May 1, 2011 -April 30, 2012 3,381,981
Future Tax Receipts. Tax receipts will be contingent upon the sale and use of property and
services within the City, which activity is generally dependent upon economic conditions within
the City and surrounding trade areas. Also, Tax receipts may be affected by changes to
transactions exempted from the Taxes made by legislation adopted by the General Assembly of
the State or by the people of the State in the form of a constitutional amendment or initiated act.
In the past the General Assembly of the State has considered new exemptions to the Taxes, such
• as food sales, which, if adopted, would materially reduce Tax receipts. The City has no control
over actions of the General Assembly or the people of the State and cannot predict whether
changes to the Taxes may be made. Accordingly, the City cannot predict with certainty the
expected amount of Tax receipts to be received and,therefore,there can be no assurance that Tax
receipts will be sufficient to pay the principal of and interest on the Bonds.
THE AUTHORIZING ORDINANCE
Set forth below is a summary of certain portions of the Authorizing Ordinance. This summary
does not purport to be comprehensive and reference is made to the full text of the Authorizing
Ordinance for a complete description of its provisions. The City will covenant as set forth below
in the Authorizing Ordinance.
The Revenue Fund. The Trustee shall deposit all collections of the Taxes as and when received
by it into a special fund of the City held by the Trustee which is created by the Authorizing
Ordinance and designated "Sales and Use Tax Revenue Fund, Series 2012" (the "Revenue
Fund"). There is created in the Revenue Fund the following accounts: Bond Account; and
Permanent Account. Tax receipts received by the Trustee shall be deposited as follows: Tax
receipts derived from the Bond Tax shall be deposited into the Bond Account and Tax receipts
derived from the Permanent Tax shall be deposited into the Permanent Account. Moneys in the
Bond Account in the Revenue Fund shall be applied each month in the following order of
priority:
(1) 1/6 of the interest on the Bonds next due - Debt Service Account in the Bond
Fund; and
(2) 1/12 of the principal of the Bonds next due at maturity or upon mandatory sinking
fund redemption-Debt Service Account in the Bond Fund; and
•
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• (3) the Trustee's fees and expenses and other administrative charges next due -
Expense Account in the Bond Fund; and
(4) the amount which may be necessary to increase the Debt Service Reserve
Account to the required level - Debt Service Reserve Account in the Bond Fund;
and
(5) the amount necessary to pay any arbitrage rebate due under Section 148(0 of the
Code-Expense Account in the Bond Fund; and
(6) balance-Redemption Account in the Bond Fund.
The deposits made into the Debt Service Account in the Bond Fund shall be reduced in order to
take into account as a credit (a) interest earnings, (b) accrued interest deposited therein from
Bond proceeds and(c) transfers from the Debt Service Reserve Account.
Moneys in the Permanent Account in the Revenue Fund shall be applied by the Trustee within
five(5) days of receipt by the Trustee in the following order of priority:
(A) in the event moneys in the Bond Account are insufficient to make the deposits
required by clauses (1)through(5) above, moneys in the Permanent Account shall
be used for such purpose in the order of priority listed above; and
(B) the balance shall be transferred to the City for Permanent Tax Uses.
The Bond Fund. There is created by the Authorizing Ordinance a special fund of the City in the
Trustee which is designated "Sales and Use Tax Bond Fund, Series 2012" (the "Bond Fund") for
• the purpose of providing funds for the payment of principal of and interest on the Bonds as they
become due at maturity or at redemption prior to maturity, any arbitrage rebate due the United
States under Section 148(0 of the Code and the Trustee's fees and expenses and other
administrative charges in connection with the Bonds. There shall be established in the Bond
Fund the following accounts into which moneys shall be deposited: (i) Debt Service Account;
(ii) Redemption Account; and (iii) Expense Account. Moneys in the following Bond Fund
accounts shall be used on each interest payment date in the following order of priority as and
when necessary:
(1) to pay the Trustee's fees and expenses and other administrative charges then due-
Expense Account; and
(2) to pay the interest on the Bonds then due - Debt Service Account; and
(3) to pay the principal of the Bonds then due at maturity or upon mandatory sinking
fund redemption- Debt Service Account; and
(4) to redeem Bonds prior to maturity- Redemption Account.
In addition, moneys in the Expense Account in the Bond Fund shall be used to pay, when due,
any arbitrage rebate under Section 148(f) of the Code.
There shall also be established and maintained in the Bond Fund a Debt Service Reserve
Account in an amount equal to equal to one-half of the maximum annual principal and interest
requirements on the Bonds (the "required level"). The City shall fund the Debt Service Reserve
Account with Bond proceeds. Moneys in the Debt Service Reserve Account shall be used to
make the payments described in clauses(2) and(3) above if moneys in the Debt Service Account
in the Bond Fund are not otherwise sufficient for that purpose. Moneys in the Debt Service
• Reserve Account over and above the required level shall be immediately transferred from the
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• Debt Service Reserve Account into the Debt Service Account in the Bond Fund. Moneys in the
Debt Service Reserve Account shall be used to make the final payment of principal and interest
on the Bonds,whether at maturity or at redemption prior to maturity.
When the moneys in the Bond Fund shall be and remain sufficient to pay(1) the principal of all
the Bonds then outstanding, (2) interest on the Bonds until the next interest payment date,(3)the
Trustee's fees and expenses and other administrative charges in connection with the Bonds and
(4) all arbitrage rebate payments due the United States under Section 148(f) of the Code, there
shall be no obligation to make any fitrther payments into the Bond Fund and any Tax receipts
remaining in the Bond Fund after the principal of, premium, if any and interest on the Bonds
have been paid may be used by the City for any lawful purpose.
Investments. (a) Moneys held for the credit of the Construction Fund may be invested and
reinvested at the direction of the City, and in the Trustee's discretion in the absence of any direct
instructions from the City, in Permitted Investments or other investments from time to time
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 such money will be
required for the purposes intended.
(b) Moneys held for the credit of the Bond Fund(other than the Debt Service Reserve
Account therein) and the Revenue Fund shall be invested and reinvested at the direction of the
City, and in the Trustee's discretion in the absence of any direct instructions from the City, in
Permitted Investments, which will mature, or which will be subject to redemption by the holder
thereof at the option of the holder, not later than the date or dates on which the money shall be
required for the payment of the principal of and interest on the Bonds when due.
(c) Moneys held for the credit of the Debt Service Reserve Account shall be invested
• and reinvested at the direction of the City, and in the Trustee's discretion in the absence of any
direct instructions from the City, in Permitted Investments, which shall mature, or which shall be
subject to redemption by the holder thereof, at the option of such holder, not later than seven(7)
years after the date of investment or the final maturity date of the outstanding bonds, whichever
is earlier.
(d) 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.
(e) "Permitted Investments" are defined as(i) direct or fully guaranteed obligations of
the United States of America ("Government Securities"), (ii) direct obligations of an agency,
instrumentality or government-sponsored enterprise created by an act of the United States
Congress and authorized to issue securities or evidences of indebtedness, regardless of whether
the securities or evidences of indebtedness are guaranteed for repayment by the United States
Government, (iii) certificates of deposit or demand deposits of banks, including the Trustee,
which are insured by the Federal Deposit Insurance Corporation or, if in excess of insurance
coverage, collateralized by Government Securities or other securities authorized by State law to
secure public funds or (iv) money market funds invested exclusively in Government Securities
and the obligations described in(ii) above.
(f) All investments and deposits in the Bond Fund and the Revenue Fund shall have a
par value (or market value when less than par, exclusive of accrued interest) at all times at least
equal to the amount of money credited to such funds and shall be made in such a manner that the
money required to be expended from any fund will be available at the proper time or times.
•
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• (g) Investments of moneys in all funds shall be valued in terms of current market
value as of the last day of each year, except that direct obligations of the United States(State and
Local Government Series) in book entry form shall be continuously valued at par or face
principal amount.
Certain Covenants. The City covenants that: (a) it will not take, suffer or permit any action
which may cause the interest payable on the Bonds to be included in gross income for federal
income tax purposes, including any use of proceeds of the sale of the Bonds or Tax receipts
directly or indirectly in such manner as to cause the Bonds to be treated as "arbitrage bonds"
within the meaning of Section 148 of the Code.
(b) It will not use or permit the use of the Improvements or the proceeds of the Bonds
in such manner as to cause the Bonds to be private activity bonds within the meaning of Section
141 of the Code.
(c) It will faithfully and punctually perform all duties with reference to the Taxes and
the Bonds, required by the Constitution and laws of the State and by the Authorizing Ordinance,
including the collection of the Taxes, as therein specified and covenanted, the segregating of the
Tax receipts and the applying of the Tax receipts as provided in the Authorizing Ordinance.
(d) It will make any arbitrage rebatepayments due the United States under Section
148(f) of the Code from moneys in the Bond Fund.
Defaults and Remedies. (a) If there be any default in the payment of the principal of and interest
on the Bonds, if the City defaults in the performance of any covenant contained in the
Authorizing Ordinance or if the City declares bankruptcy, the Trustee may, and upon the written
request of the owners of not less than 10% in principal amount of the Bonds then outstanding
• shall, by proper suit compel the performance of the duties of the officials of the City and officials
of the State, under the Authorizing Ordinance, to take any action or obtain any proper relief in
law or equity available under the Constitution and laws of the State.
(b) No owner of any Bond shall have any right to institute any suit, action, mandamus
or other proceeding in equity or in law for the protection or enforcement of any right under the
Authorizing Ordinance or under the Constitution and laws of the State 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 owners of not less than 10% in principal
amount of the Bonds then outstanding shall have made written request of the Trustee after the
right to exercise such powers 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
herein granted or granted by the Constitution and laws of the State, 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 cost, expense 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, and such notification, request and offer of indemnity are in every such case, at
the option of the Trustee, to be conditions precedent to the execution of the powers and trust of
the Authorizing Ordinance or to any other remedy thereunder. No one or more 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 the Authorizing Ordinance, or to enforce any right thereunder except in
the manner therein provided, that all proceedings at law or in equity shall be instituted, had and
maintained in the manner therein provided and for the benefit of all owners of the outstanding
Bonds, and any individual rights of action or other right given to one or more of such owners by
law are restricted by the Authorizing Ordinance to the rights and remedies therein detailed.
(c) All rights of action under the Authorizing Ordinance or under any of the Bonds
secured thereby, 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
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• its name and for the benefit of all the owners of the Bonds, subject to the provisions of the
Authorizing Ordinance.
(d) No remedy conferred upon or reserved to the Trustee or to the owners of the
Bonds is intended to be exclusive of any other remedy or remedies, and each and every such
remedy shall be cumulative and shall be in addition to every other remedy given under the
Authorizing Ordinance or given by any law or by the Constitution of the State.
(e) No delay or omission of the Trustee or of any 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 the Authorizing Ordinance to the Trustee and to the owners of the Bonds,
respectively, may be exercised from time to time and as often as may be deemed expedient.
(f) The Trustee may, and upon the written request of the owners of not less than a
majority in principal amount of the Bonds then outstanding shall, waive any default which shall
have been remedied before the entry of final judgment or decree in any suit, action or
proceeding instituted under the provision of the Authorizing 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.
Defeasance. The Bonds shall be deemed paid when there has been deposited with the Trustee an
amount sufficient to pay the principal or redemption price of and interest on the Bonds to the
date of maturity or redemption. The Bonds shall also be deemed paid if there shall be
irrevocably deposited with the Trustee moneys sufficient to make such payment and/or
Government Securities which are direct obligations of the United States of America 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 with respect to which such deposit is made shall have been paid or the payment thereof
provided for to the satisfaction of the Trustee.
In case of any defeasance of the Bonds, redemption of defeased Bonds shall be scheduled on the
basis of mandatory redemption requirements and assuming annual collections of the Bond Tax in
an amount equal to receipts for the most recent twelve-month period.
On the payment of any Bonds within the meaning of the Authorizing 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 the Authorizing Ordinance, if the
Trustee has been paid its fees and expenses or provision has been made therefor and if all
arbitrage rebate payments due the United States under Section 148(f) of the Code have been
paid, the Trustee shall take all appropriate action to cause (i) the pledge and lien of the
Authorizing Ordinance to be discharged and cancelled, (ii) all moneys held by it pursuant to the
Authorizing 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.
No Parity Bonds. The City covenants that it will not issue any additional bonds or incur any
additional obligation, secured by a lien on or pledge of the Tax receipts, except as hereinafter
provided. The City reserves the right to issue additional bonds secured by a lien on or pledge of
the receipts of the Permanent Tax on a subordinate basis to the pledge securing the Bonds.
The Trustee. The Trustee shall be responsible for the exercise of good faith and ordinary
prudence in the execution of its trusts and duties. The recitals in the Authorizing Ordinance and
® in the Bonds are the recitals of the City and not of the Trustee. The Trustee shall not be required
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• to take any action unless it shall have been requested to do so in writing by the owners of not less
than 10% in principal amount of 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 60 days notice in writing to the City and the
owners of the Bonds, and the majority in principal amount of the owners of the outstanding
Bonds or the City, so long as it is not in default under the Authorizing Ordinance, may at any
time, with or without cause, remove the Trustee. In the event of a vacancy in the office of
Trustee either by resignation or by removal, the City shall forthwith designate a new Trustee.
The Trustee and any successor Trustee shall file a written acceptance and agreement to execute
the trusts and duties imposed upon it by the Authorizing Ordinance,but only upon the terms and
conditions set forth in the Authorizing Ordinance and subject to the provisions of the
Authorizing Ordinance, to all of which the respective owners of the Bonds agree. Such written
acceptance shall be filed with the City, 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.
Supplemental Ordinances. The terms of the Authorizing Ordinance constitute a contract
between the City and the owners of the Bonds and no variation or change in the undertaking set
forth in the Authorizing Ordinance shall be made while any of the Bonds are outstanding, except
as hereinafter set forth. The owners of not less than 75% in aggregate principal amount of the
Bonds then outstanding shall have the right, from time to time, to consent to and approve the
adoption by the City of a supplemental ordinance 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 the Authorizing Ordinance or in any supplemental ordinance.
The Trustee may consent to any change without the consent of 75% of the owners of the
aggregate principal amount of Bonds outstanding that the Trustee determines is not to the
material prejudice of the owners of the Bonds or in order to cure any ambiguity or formal defect
or omission in the Authorizing Ordinance or any amendment thereto, provided, however, that
• nothing therein contained shall permit or be construed as permitting (a) an extension of the
maturity of the principal of or the interest on any Bond issued thereunder, or (b) a reduction in
the principal amount of any Bond or the rate of interest thereon, or(c) the creation of a pledge of
the Tax receipts other than a pledge created or permitted by the Authorizing Ordinance, or(d) a
privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in
the aggregate principal amount of the Bonds required for consent to such supplemental
ordinance.
CONTINUING DISCLOSURE AGREEMENT
Set forth below is a summary of certain portions of the Continuing Disclosure Agreement. This
summary does not purport to be comprehensive and reference is made to the full text of the
Continuing Disclosure Agreement for a complete description of the provisions. The City has
been in compliance with its continuing disclosure obligations with respect to its bonds for the
last five(5) years.
Purpose of the Continuing Disclosure Agreement. The Continuing Disclosure Agreement is
executed and delivered by the City and the Trustee for the benefit of the Beneficial Owners of
the Bonds and in order to assist the Underwriter in complying with the Securities and Exchange
Commission, Rule 15c2-12(b)(5).
Definitions. In addition to the definitions set forth in this Official Statement, the following
capitalized terms shall have the following meanings:
"Annual Report" shall mean any annual report provided by the City pursuant to, and as
described in, the Continuing Disclosure Agreement.
17
• "Beneficial Owner" of a Bond shall mean any person who has or shares the power,
directly or indirectly, to make investment decisions concerning ownership of any Bonds
(including persons holding Bonds through nominees, depositories or other intermediaries).
"Dissemination Agent" shall mean the Trustee, acting in its capacity as Dissemination
Agent, or any successor Dissemination Agent designated in writing by the City and which has
filed with the Trustee a written acceptance of such designation.
"EMMA" shall mean the Electronic Municipal Market Access System as described in
1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule.
"Listed Events" shall mean any of the events listed hereunder.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
to time.
Provision of Annual Report. (a) The City shall, or cause the Dissemination Agent to, not later
than one hundred ei*hty (180) days after the end of the City's fiscal year (presently December
31), commencing with the report after the end of the 2012 fiscal year, provide to the MSRB,
through its continuing disclosure service portal provided through EMMA at
http://www.emma.msrb.org or any similar system acceptable to the Securities and Exchange
Commission, an Annual Report which is consistent with the requirements of the Continuing
Disclosure Agreement. The Annual Report shall be in electronic format as prescribed by the
MSRB and shall be accompanied by identifying information as prescribed by the MSRB. The
• Annual Report may be submitted as a single document or as separate documents comprising a
package and may cross-reference other information as provided in the Continuing Disclosure
Agreement; provided that the audited financial statements of the City may be submitted
separately from the balance of the Annual Report and later than the date required above for the
filing of the Annual Report if they are not available by that date, but, in such event, such audited
financial statements shall be submitted within thirty(30) days after receipt thereof by the City. If
the City's fiscal year changes, it shall give notice of such change in the manner as for a Listed
Event.
(b) Not later than fifteen(15) business days prior to the date specified in subsection
(a) for providing the Annual Report to the MSRB, the City shall provide the Annual Report to
the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by
such date, the Trustee has not received a copy of the Annual Report,the Trustee shall contact the
City and the Dissemination Agent to determine if the City is in compliance with the first
sentence of this subsection(b).
(c) If the Trustee is unable to verify that an Annual Report has been provided to the
MSRB by the date required in subsection(a),the Trustee shall send a notice to the MSRB.
Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference
the following:
(a) Information of the type set forth in this Official Statement (a) under the captions
THE CITY AND THE COUNTY with respect to (i) City and County population in the latest
year for which available and the four(4) previous years for which figures are available; and (ii)
unemployment rates in the latest year for which available and the four(4)previous years.
(b) Tax receipts for the latest calendar year and the four (4) previous years, if
• available.
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• (c) The annual audit of the City prepared in accordance with Government Auditing
Standards issued by the Comptroller General of the United States and applicable state law.
Any or all of the items above may be incorporated by reference from other documents, including
official statements of debt issues of the City or related public entities, which have been submitted
to the MSRB or the Securities and Exchange Commission. If the document incorporated by
reference is a final official statement, it must be available from the MSRB. The City shall
clearly identify each such other document so incorporated by reference.
Reporting of Significant Events. (a) This caption describes the giving of notices of the
occurrence of any of the following events:
1. Principal and interest payment delinquencies.
2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or detenminations with respect to the tax status of the security, or other material
events affecting the tax-exempt status of the security.
• 7. Modification to rights of security holders, if material.
8. Bond calls(excluding mandatory sinking fund redemptions), if material.
9. Defeasances and tender offers.
10. Release, substitution, or sale of property securing repayment of the securities, if
material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership or similar event of the City.
13. The consummation of a merger, consolidation or acquisition involving the City or
the sale of all or substantially all of the assets of the City, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its terms, if material.
14. Appointment of a successor or additional trustee or the change of name of a
trustee,if material.
(b) After the occurrence of a Listed Event (excluding an event described in
(a)8 above), the City shall promptly notify the Dissemination Agent (if other than the City) in
writing. Such notice shall instruct the Dissemination Agent to report the occurrence.
(c) After the occurrence of a Listed Event (excluding an event described in
(a)8 above), whether by notice from the Trustee or otherwise, the City shall file (or shall cause
the Dissemination Agent to file), in a timely manner not in excess of ten(10) business days after
• the occurrence of such Listed Event, a notice of such occurrence with the MSRB, through its
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• continuing disclosure service portal provided through EMMA at http://www.msrb.emma.org or
any other similar system that is acceptable to the Securities and Exchange Commission, with a
copy to the Trustee (if the Trustee is not the Dissemination Agent). Each notice of the
occurrence of a Listed Event shall be captioned "Notice of Listed Event" and shall be filed in
electronic format as prescribed by the MSRB and shall be accompanied by identifying
information as prescribed by the MSRB. In the event of a Listed Event described in(a)8 above,
the Trustee shall make the filing and notice thereof need not be given any earlier than the notice
for the underlying event is given to registered owners of affected Bonds pursuant to the terms of
the Authorizing Ordinance.
Termination of Reporting Obli ag tion. The City's obligations under the Continuing Disclosure
Agreement shall terminate upon the defeasance, prior redemption or payment in full of all the
Bonds.
Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination
Agent to assist it in carrying out its obligations under the Continuing Disclosure Agreement, and
may discharge any such Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or
report prepared by the City pursuant to the Continuing Disclosure Agreement. If at any time
there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination
Agent. The initial Dissemination Agent shall be the Trustee.
Amendment: Waiver. Notwithstanding any other provision of the Continuing Disclosure
Agreement, the City and the Trustee may amend the Continuing Disclosure Agreement, and any
provisions of the Continuing Disclosure Agreement may be waived, provided that the following
conditions are satisfied:
• (a) If the amendment or waiver relates to the requirements for providing an Annual
Report, to the contents of the Annual Report or the reporting of Listed Events, it may only be
made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of an obligated person
with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule
at the time of the original issuance of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances;and
(c) The amendment or waiver either (i) is approved by the Beneficial Owners of the
Bonds in the same manner as provided in the Authorizing Ordinance for amendments to the
Authorizing Ordinance with the consent of Beneficial Owners, or(ii) does not, in the opinion of
the Trustee, materially impair the interests of the Beneficial Owners of the Bonds.
In the event of any amendment or waiver of a provision of the Continuing Disclosure
Agreement, the City shall describe such amendment in the next Annual Report, and shall
include, as applicable, a narrative explanation of the reason of the amendment or waiver and its
impact on the type (or in the case of a change of accounting principles, on the presentation) of
financial information or operating data being presented by the City. In addition, if the
amendment relates to the accounting principles to be followed in preparing financial statements,
(i) notice of such change shall be given in the same manner as for a Listed Event, and (ii) the
Annual Report for the year in which the change is made should present a comparison (in
narrative form and also, if feasible, in quantitative form) between the financial statements as
prepared on the basis of the new accounting principles and those prepared on the basis of the
former accounting principles.
•
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• Additional Information. Nothing in the Continuing Disclosure Agreement shall be deemed to
prevent the City from disseminating any other information, using the means of dissemination set
forth in the Continuing Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event,
in addition to that which is required by the Continuing Disclosure Agreement. If the City
chooses to include any information in any Annual Report or notice of occurrence of a Listed
Event in addition to that which is specifically required by the Continuing Disclosure Agreement,
the City shall have no obligation under the Continuing Disclosure Agreement to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event
Default. In the event of a failure of the City or the Trustee to comply with any provision of the
Continuing Disclosure Agreement, the Trustee, the City or any Beneficial Owner may (and the
Trustee, at the request of the Underwriter or the Beneficial Owners of at least 25% aggregate
principal amount of outstanding Bonds, shall) take such actions as may be necessary and
appropriate, including seeking mandamus or specific performance by court order, to cause the
City or the Trustee, as the case may be, to comply with its obligations under the Continuing
Disclosure Agreement. A default under the Continuing Disclosure Agreement shall not be
deemed a default under the Authorizing Ordinance, and the sole remedy under the Continuing
Disclosure Agreement in the event of any failure of the City or the Trustee to comply with the
Continuing Disclosure Agreement shall be an action to compel performance.
Duties of Trustee and Dissemination Agent and Right of Indemnity. The Dissemination Agent
(if other than the Trustee) and the Trustee in its capacity as Dissemination Agent shall have only
such duties as are specifically set forth in the Continuing Disclosure Agreement, and the City
agrees to indemnify and save the Dissemination Agent and the Trustee, their officers, directors,
employees and agents, harmless against any loss, expense and liabilities which they may incur
arising out of or in the exercise or performance of their powers and duties hereunder, including
• the costs and expenses (including attorney's fees) of defending against any claim of liability, but
excluding liabilities due to the Dissemination Agent's or the Trustee's gross negligence or
willful misconduct.
Beneficiaries. The Continuing Disclosure Agreement shall inure solely to the benefit of the City,
the Trustee, the Dissemination Agent, the Underwriter and the Beneficial Owners and shall
create no rights in any other person or entity.
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•
21
• DEBT SERVICE COVERAGE
Set forth below is the debt service coverage information for the Bonds. In arriving at the amount
of annual Tax receipts for this calculation, the City examined year collections of the Existing Tax
for the twelve-month period ended April 30, 2012.
Actual Tax receipts collected by the City will depend upon, among other things, the level of
retail activity within the City, the economic health of the City and surrounding trade area,
possible future actions by the people of the State or General Assembly of the State defining
transactions subject to the Taxes and granting exemptions from the Taxes, such as exemptions
for food sales. The figure set forth below is only an estimate and there can be no assurance that
actual Tax receipts will equal the estimate shown below. See THE TAX, Future Tax Receipts.
Based upon the estimated Tax receipts, debt service coverage is as follows:
Estimated Tax Receipts Available $3,381,981
for Debt Service(A)
Maximum Annual 1,622,500
Debt Service(B)(1)
Debt Service Coverage(A/B) 2.08x
(1) Using a year ending September 1; assuming an average coupon rate of 3.79% for the Bonds.
•
[Remainder of page intentionally left blank.]
•
22
• DEBT SERVICE REQUIREMENTS'
The following table shows amounts required to pay scheduled principal and interest on the
Bonds during each year ending September 1:
Year Bond BondTotal
(September 1) Principal Interest" Debt Service
2013 $ 640,000 $ 978,545.38 $ 1,618,545.38
2014 730,000 888,162.50 1,618,162.50
2015 745,000 873,562.50 1,618,562.50
2016 760,000 858,662.50 1,618,662.50
2017 775,000 843,462.50 1,618,462.50
2018 790,000 827,962.50 1,617,962.50
2019 815,000 804,262.50 1,619,262.50
2020 840,000 779,812.50 1,619,812.50
2021 865,000 754,612.50 1,619,612.50
2022 890,000 728,662.50 1,618,662.50
2023 920,000 701,962.50 1,621,962.50
2024 945,000 673,212.50 1,618,212.50
2025 980,000 642,500.00 1,622,500.00
2026 1,010,000 608,200.00 1,618,200.00
2027 1,050,000 567,800.00 1,617,800.00
2028 1,095,000 525,800.00 1,620,800.00
2029 1,140,000 482,000.00 1,622,000.00
2030 1,185,000 436,400.00 1,621,400.00
2031 1,230,000 389,000.00 1,619,000.00
2032 1,280,000 339,800.00 1,619,800.00
• 2033 1,330,000 288,600.00 1,618,600.00
2034 1,385,000 235,400.00 1,620,400.00
2035 1,440,000 180,000.00 1,620,000.00
2036 1,500,000 122,400.00 1,622,400.00
2037 1,560,000 62,400.00 1,622,400.00
Totals $25,900,000 $14,593,182.88 $40,493,182.88
PROJECTED MANDATORY REDEMPTION
The Table under the caption DEBT SERVICE REQUIREMENTS does not reflect possible
redemptions from Surplus Bond Tax Receipts, if available. "Surplus Bond Tax Receipts" are all
collections of the Bond Tax in excess of the amount necessary to (a) insure the prompt payment
of the principal, interest on and Trustee's fees and expenses and other administrative charges in
connection with the Bonds, (b) maintain a debt service reserve in the required amount and (c)
pay any arbitrage rebate due under Section 148(f) of the Code.
[Remainder of page intentionally left blank.]
Preliminary; subject to change.
• Assumes an average coupon rate of 3.79% for the Bonds.
23
• For purposes of the chart below, the City has assumed no growth in collections of the Bond Tax
and that collections of the Bond Tax will be in the annual amount of$1,690,991. THERE IS
NO GUARANTEE THAT THESE ESTIMATES WILL BE TRUE. See THE TAX, Future
Tax Receipts. Based on these assumptions, the Bonds would be paid in full by September 1,
2035 from Surplus Bond Tax Receipts and moneys in the Debt Service Reserve, as follows:
Bonds Redeemed Total
Year Principal Due* Prior to Maturity* Principal Retired*
2013 $ 640,000 $ 70,000 $ 710,000
2014 730,000 75,000 805,000
2015 745,000 80,000 825,000
2016 760,000 80,000 840,000
2017 775,000 85,000 860,000
2018 790,000 90,000 880,000
2019 815,000 90,000 905,000
2020 840,000 95,000 935,000
2021 865,000 95,000 960,000
2022 890,000 105,000 995,000
2023 920,000 105,000 1,025,000
2024 945,000 110,000 1,055,000
2025 980,000 110,000 1,090,000
2026 1,010,000 120,000 1,130,000
2027 1,050,000 125,000 1,175,000
2028 1,095,000 130,000 1,225,000
2029 1,140,000 130,000 1,270,000
2030 1,185,000 140,000 1,325,000
2031 1,230,000 145,000 1,375,000
• 2032 1,280,000 150,000 1,430,000
2033 1,330,000 155,000 1,485,000
2034 1,385,000 165,000 1,550,000
2035 1,440,000 610,000 2,050,000
Totals: $22,840,000 $3,060,000 $25,900,000
LEGAL MATTERS
Legal Proceedings. There is no litigation pending seeking to restrain or enjoin the Taxes or the
issuance or delivery of the Bonds, or questioning or affecting the legality of the Taxes or Bonds
or the proceedings and authority under which the Bonds are to be issued, or questioning the right
of the City to adopt the Authorizing Ordinance or to issue the Bonds or the levy and pledge of
the Taxes by the City.
Legal Opinions. Legal matters incident to the authorization and issuance of the Bonds are
subject to the unqualified approving opinion of Friday, Eldredge & Clark, LLP, Little Rock,
Arkansas, Bond Counsel.
Tax Exemption. In the opinion of Friday, Eldredge& Clark, LLP, Bond Counsel, under existing
law the interest on the Bonds is exempt from all Arkansas state,county and municipal taxes.
Also, in the opinion of Bond Counsel, interest on the Bonds under existing law is excludable
from gross income for federal income tax purposes and is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations;
however, it should be noted that with respect to corporations (as defined for federal income tax
• 'Preliminary; subject to change.
24
• purposes), such interest is taken into account in determining adjusted current earnings for the
purpose of computing the alternative minimum tax imposed on such corporations. The opinions
set forth in the preceding sentence are subject to the condition that the City comply with all
requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order
that interest thereon be (or continue to be) excludable from gross income for federal income tax
purposes. These requirements generally relate to arbitrage, the use of the proceeds of the Bonds
and the Improvements. Failure to comply with certain of such requirements could cause the
interest on the Bonds to be so included in gross income retroactive to the date of issuance of the
Bonds. The City has covenanted to comply with all such requirements in the Authorizing
Ordinance.
Prospective purchasers of the Bonds should be aware that (i) with respect to insurance companies
subject to the tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i) reduces the
deduction for loss reserves by 15 percent of the sum of certain items, including interest on the
Bonds, (ii) interest on the Bonds earned by certain foreign corporations doing business in the
United States could be subject to a branch profits tax imposed by Section 884 of the Code, (iii)
passive investment income including interest on the Bonds, may be subject to federal income
taxation under Section 1375 of the Code for Subchapter S corporations that have Subchapter C
earnings and profits at the close of the taxable year if greater than 25% of the gross receipts of
such Subchapter S corporation is passive investment income and (iv) Section 86 of the Code
requires recipients of certain Social Security and certain Railroad Retirement benefits to take into
account in determining gross income, receipts or accruals of interest on the Bonds.
Prospective purchasers of the Bonds should be further aware that Section 265 of the Code denies
a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds or,
in the case of a financial institution, that portion of a holder's interest expense allocated to
interest on the Bonds, except with respect to certain financial institutions (within the meaning of
• Section 265(b)(5) of the Code).
As shown on the cover page of this Official Statement, certain of the Bonds are being sold at an
Original Issue Discount (collectively, the 'Discount Bonds"). The difference between the initial
public offering prices, as set forth on the cover page, of such Discount Bonds and their stated
amounts to be paid at maturity constitutes original issue discount treated as interest which is
excluded from gross income for federal income tax purposes, as described above.
The amount of original issue discount which is treated as having accrued with respect to such
Discount Bond is added to the cost basis of the owner in determining, for federal income tax
purposes, gain or loss upon disposition of such Discount Bond(including its sale, redemption, or
payment at maturity). Amounts received upon disposition of such Discount Bond which are
attributable to accrued original issue discount will be treated as tax-exempt interest, rather than
as taxable gain, for federal income tax purposes.
Original issue discount is treated as compounding semiannually, at a rate determined by
reference to the yield to maturity of each individual Discount Bond, on days which are
determined by reference to the maturity date of such Discount Bond. The amount treated as
original issue discount on such Discount Bond for a particular semiannual accrual period is equal
to the product of(i) the yield of maturity for such Discount Bond (determined by compounding
at the close of each accrual period) and (ii) the amount which would have been the tax basis of
such Discount Bond at the beginning of the particular accrual period if held by the original
purchaser, less the amount of any interest payable for such Discount Bond during the accrual
period.The tax basis is determined by adding to the initial public offering price on such Discount
Bond the sum of the amounts which have been treated as original issue discount for such
purposes during all prior periods. If such Discount Bond is sold between semiannual
compounding dates, original issue discount which would have been accrued for that semiannual
compounding period for federal income tax purposes is to be apportioned in equal amounts
• among the days in such compounding period.
25
• Owners of the Discount Bonds should consult their tax advisors with respect to the determination
and treatment of original issue discount accrued as of any date and with respect to the state and
local tax consequences of owning a Discount Bond.
As shown on the cover page of this Official Statement, certain of the Bonds are beim sold at a
premium(collectively, the "Premium Bonds"). An amount equal to the excess of the issue price
of a Premium Bond over its stated redemption price at maturity constitutes premium on such
Premium Bond. An initial purchaser of a Premium Bond must amortize any premium over such
Premium Bond's term using constant yield principles, based on the purchaser's yield to maturity
(or, in the case of Premium Bonds callable prior to their maturity, by amortizing the premium to
the call date, based on the purchaser's yield to the call date and giving effect to the call
premium). As premium is amortized, the amount of the amortization offsets a corresponding
amount of interest for the period and the purchaser's basis in such Premium Bond is reduced by a
corresponding amount resulting in an increase in the gain (or decrease in the loss) to be
recognized for federal income tax purposes upon a sale or disposition of such Premium Bond
prior to its maturity. Even though the purchaser's basis may be reduced, no federal income tax
deduction is allowed. Purchasers of the Premium Bonds should consult their tax advisors with
respect to the determination and treatment of premium for federal income tax purposes and with
respect to the state and local tax consequences of owning a Premium Bond.
In the further opinion of Bond Counsel, under existing law the interest on the Bonds is exempt
from all Arkansas state,county and municipal taxes.
Current or future legislative proposals, if enacted into law, may cause interest on the Bonds to be
subject, directly or indirectly, to federal income taxation or otherwise prevent holders of the
Bonds from realizing the full current benefit of the tax status of such interest. For example, both
• the American Jobs Act of 2011, introduced by President Obama on September 12, 2011 (the
"Jobs Act") and the federal budget for fiscal year 2013, proposed by President Obama on
February 13, 2012 (the "2013 Proposed Budget") would, for tax years beginning on or after
January 1, 2013, limit the exclusion from*Toss income of interest on obligations like the Bonds
to some extent for taxpayers who are individuals and whose income is subject to higher marginal
income tax rates. The introduction or enactment of any such legislative proposals may also
affect the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds
should consult their own tax advisors regarding any such pending or proposed federal or state tax
legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
It is not an event of default on the Bonds if the 2013 Proposed Budget, the Jobs Act or other
legislation is enacted reducing or eliminating the exclusion of interest on state and local
government bonds from gross income for federal or state income tax purposes.
MISCELLANEOUS
Underwritine. Under a Bond Purchase Agreement (the "Agreement") entered into by and
between the City, as issuer, and Crews & Associates, Inc., as underwriter (the "Underwriter"),
the Bonds are being purchased at a price of$ (principal amount less$ of
Underwriter's discount and $ of net original issue _) plus accrued
interest. The Agreement provides that the Un erwriter will purchase all of the Bonds if any are
purchased. The obligation of the Underwriter to accept delivery of the Bonds is subject to
various conditions contained in the Agreement, including the absence of pending or threatened
litigation questioning the validity of the Bonds or any proceedings in connection with the
issuance thereof, and the absence of material adverse changes in the financial or business
condition of the City.
The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth
• on the cover page of this Official Statement, which prices may subsequently change without any
26
• requirement of prior notice. The Underwriter reserves the right to join with dealers and other
underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to
certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than
the public offering price.
The City has agreed to indemnify the Underwriter against certain civil liabilities in connection
with the offering and sale of the Bonds, including certain liabilities under federal securities laws.
Enforceability of Remedies. Rights of the registered owners of the Bonds and the enforceability
of the remedies available under the Authorizing Ordinance may depend on judicial action and
may be subject to the valid exercise of the constitutional powers of the United States of America
and of the sovereign police powers of the State or other governmental units having jurisdiction,
and to the application of federal bankruptcy laws or other debtor relief or moratorium laws in
general. Therefore, enforcement of those remedies may be delayed or limited, or the remedies
may be modified or unavailable, subject to the exercise of judicial discretion in accordance with
general principles of equity. Bond Counsel expresses no opinion as to any effect upon any right,
title, interest or relationship created by or arising under the Authorizing Ordinance resulting from
the application of state or federal bankruptcy, insolvency, reorganization, moratorium or similar
debtor relief laws affecting creditors' rights which are presently or may from time to time be in
effect.
Rating. Standard & Poor's Ratings Services ("S&P") will assign its municipal bond rating of
"AA-" (stable outlook) to the Bonds. Any explanation of such rating may only be obtained from
S&P. Generally, rating agencies base their ratings upon information and materials supplied to
them and on their own investigations, studies and assumptions. There is no assurance that such
ratings, once assigned, will remain for any given period of time or that they will not be lowered
or withdrawn entirely by the rating agencies if in their judgment circumstances so warrant. Any
• such downward change or withdrawal of the ratings assigned to the Bonds by S&P may have an
adverse effect on the market price of the Bonds. The Underwriter and the City have undertaken
no responsibility after issuance of the Bonds to assure the maintenance of the ratings or to
oppose any such revision or withdrawal.
Information in Official Statement. Any statements made in this Official Statement involving
matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and
not as representations of fact, and no representation is made that any of the estimates will be
realized. This Official Statement is not to be construed as a contract or agreement between the
City and the purchasers or owners of any of the Bonds.
The information contained in this Official Statement has been taken from sources considered to
be reliable, but is not guaranteed. To the best of the knowledge of the undersigned the Official
Statement does not include any untrue statement of a material fact, nor does it omit the statement
of any material fact required to be stated therein, or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
The execution of this Official Statement has been duly authorized by the City.
CITY OF BATESVILLE, ARKANSAS
By/s/
M
Dated: As of the Cover Page hereof.
27
• EXHIBIT A
SUMMARY OF STATE SALES AND USE TAX PROVISIONS
Sales Tax. The sales tax portion of the Tax is generally levied upon the gross proceeds and
receipts derived from all sales to any person within the City of the following (list not exclusive):
(a) Tangible personal property;
(b) Natural or artificial gas, electricity, water, ice, steam, or any other utility
or public service except transportation services, sewer services and sanitation or garbage
collection services;
(c) (i) Service by telephone, telecommunications and telegraph companies to
subscribers or users, including transmission of messages or images, whether local or long
distance, including all service, installation, construction and rental charges having any
connection with transmission of any message or image;
(ii) Service of finishing rooms, suites, condominiums, townhouses,
rental houses or other accommodations by hotels, apartment hotels, lodging houses, tourist
camps, tourist courts, property management companies, or any other provider of
accommodations to transient guests;
(iii) Service of cable television, community antenna television, and any
and all other distribution of television, video, or radio services with or without the use of wires
provided to subscribers, paying customers or users, including installation, service, rental, repair
• and other charges having any connection with the providing of the said services;
(iv) Service of initial installation, alteration, addition, cleaning,
refinishing, replacement and repair of motor vehicles, aircraft, farm machinery and implements,
motors of all kinds, tires and batteries, boats, electrical appliances and devices, furniture, rugs,
flooring, upholstery, household appliances, televisions and radios, jewelry, watches and clocks,
engineering instruments, medical and surgical instruments, machinery of all kinds, bicycles,
office machines and equipment, shoes, tin and sheet metal, mechanical tools and shop
equipment; however, the tax does not apply to (A) coin operated car washes, (B) the
maintenance or repair of railroad parts, railroad cars and equipment brought into the City solely
and exclusively for the purpose of being repaired, refurbished, modified, or converted within the
City, (C) the service of alteration, addition, cleaning, refinishing, replacement or repair of
commercial jet aircraft or commercial jet aircraft components or subcomponents, (D) the repair
or remanufacture of industrial metal rollers or platens that have a remanufactured non-metallic
material covering on all or a part of the roller or platen surface, or (E) the initial installation,
alteration, addition, cleaning, refinishing, replacement or repair of non-mechanical, passive or
manually operated components of buildings or other improvements or structures affixed to real
estate;
(v) Service of providing transportation or delivery of money, property
or valuables by armored car; service of providing cleaning or janitorial work; service of pool
cleaning and servicing; pager services; telephone answering services; landscaping and non-
residential lawn care services; service of parking a motor vehicle or allowing a motor vehicle to
be parked; service of storing a motor vehicle; service of storing firs; and the service of providing
indoor tanning at a tanning salon;
(d) Printing of all kinds, types and characters, including the service of
• overprinting, and photography of all kinds;
A-1
• (e) Tickets or admissions to places of amusement, to athletic, entertainment,
recreational events, or fees for the privilege of having access to or the use of amusement,
entertainment, athletic or recreational facilities, including free or complimentary passes and
tickets, admissions, dues or fees;
(0 Dues and fees to health spas, health clubs and fitness clubs; dues and fees
to private clubs which hold any permit from the Alcoholic Beverage Control Board allowing the
sale, dispensing or serving of alcoholic beverages of any kind on the premises;
(g) Contracts, including service contracts, maintenance agreements, and
extended warranties, which in whole or in part provide for future performance of or payment for
services which are subject to gross receipts tax;
(h) Retail sale of any device used in playing bingo and any charge for
admittance to facilities or for the right to play bingo or other games of chance;
(i) Prepaid telephone calling cards or prepaid authorization numbers and the
recharge of such cards or numbers;
6) Beer, wine, liquor, or any intoxicating beverages;
(k) Tangible personal property and services sold to financial institutions.
(1) Wrecker and towing services;
(m) Collection and disposal of solid wastes;
• (n) Cleaning of parking lots and gutters;
(o) Dry cleaning and laundry services;
(p) Industrial laundry services;
(q) Body piercing,tattooing, and electrolysis services;
(r) Pest control services;
(s) Security and alarm monitoring services;
(t) Boat storage and docking fees;
(u) Furnishing camping spaces or trailer spaces at public or privately-owned
campgrounds, except for federal campgrounds, on less than a month-to-month basis;
(v) Locksmith services;
(w) Pet grooming and kennel services; and
(x) Portable toilet lease or rental and services associated with the lease or
rental of portable toilets.
Exemptions from Sales Tax. As summarized below, several types of transactions have been
exempted from the sales tax by the General Assembly of the State. Some of the current
• exemptions include the sale of:
A-2
• (a) New or used house trailers, mobile homes, aircraft, motor vehicles, trailers
or semi-trailers and a used house trailer, mobile home, aircraft, motor vehicle, trailer or semi-
trailer is taken as a credit or part payment of the purchase price, when the total consideration is
less than the following: $2,000 for aircraft, house trailers and mobile homes (or$10,000 in case
the house trailer or mobile home is a "manufactured home"); and $4,000 for motor vehicles,
trailers and semi-trailers;
(b) Aircraft held for resale and used for rental or charter, whether by a
business or an individual for a period not to exceed one year from the date of purchase of
aircraft;
(c) Tangible personal property or services by churches, except where such
organizations may be engaged in business for profit;
(d) Tangible personal property or services by charitable organizations, except
where such organizations may be engaged in business for profit;
(e) Food in public, common, high school or college cafeterias and lunchrooms
operated primarily for teachers and pupils, and not operated primarily for the public or for profit;
(0 Newspapers;
(g) Property or services to the United States Government; motor vehicles and
adaptive equipment to disabled veterans who have purchased said vehicles or equipment with
financial assistance of the Veterans Administration; tangible personal property to and leasing
motor vehicles to the Boy Scouts of America, the Girl Scouts of America or any of the Scout
• Councils in the State;tangible personal property or service to the Salvation Army, Heifer Project
International, Inc., or Habitat for Humanity; tangible personal property or service to the Boys
Clubs of America or any local councils or organizations of the Boys Clubs of America, the Girls
Clubs of America or any local councils or organizations of the Girls Clubs of America, to the
Poets' Roundtable of Arkansas, to 4-H Clubs and FFA Clubs, to the Arkansas 4-H Foundation,
the Arkansas Future Farmers of America Foundation and the Arkansas Future Farmers of
America Association;
(h) Gasoline or motor vehicle fuel on which the motor vehicle fuel or gasoline
tax has been paid to the State, special fuel or petroleum products sold for consumption by
vessels, barges and other commercial watercraft and railroads, dyed distillable special fuel on
which a tax has been paid and biodiesel fuel;
(i) Property resales to persons regularly engaged in the business of reselling
the articles purchased;
6) Advertising space in newspapers and publications and billboard
advertising services;
(k) Gate admissions at State, district, county or township fairs or at any rodeo
if the receipts derived from gate admissions to the rodeo are used exclusively for the
improvement,maintenance and operation of such rodeo,and if no part of the net earnings thereof
inures to the benefit of any private stockholder or individual;
(1) Property or services which the State is prohibited by the constitution or
laws of the United States or by the constitution of the State from taxing or further taxing and
tangible personal property exempted from taxation by the Arkansas Compensating (Use)Tax Act
of 1949, as amended;
•
A-3
• (m) Isolated sales not made by an established business;
(n) Cotton, seed cotton, lint cotton, baled cotton, whether compressed or not,
or cotton seed in its original condition; seed for use in commercial production of an agricultural
product or of seed; raw products from the farm, orchard or garden, where such sale is made by
the producer of such raw products directly to the consumer and user; livestock, poultry, poultry
products and dairy products of producers owning not more than five cows; and baby chickens;
(o) Foodstuffs to governmental agencies for free distribution to any public,
penal and eleemosynary institutions or for free distribution to the poor and needy, and the rental
or sale of medical equipment, for the benefit of persons enrolled in and eligible for Medicare or
Medicaid programs;
(p) Tangible personal property or services provided to any hospital or
sanitarium operated for charitable and nonprofit purposes or any nonprofit organization whose
sole purpose is to provide temporary housing to the family members of patients in a hospital or
sanitarium;
(q) Used tangible personal property when the used property was (1) traded in
and accepted by the seller as part of the sale of other tangible personal property and (2) the
Arkansas Gross Receipts Tax was collected and paid on the total amount of consideration for the
sale of the other tangible personal property without any deduction or credit for the value of the
used tangible personal property; provided, however, this exemption does not apply to
transactions involving used automobiles, used mobile homes, or used aircraft;
(r) Unprocessed crude oil;
• (s) Tangible personal property consisting of machinery and equipment used
directly in producing, manufacturing, fabricating, assembling, processing, finishing or packaging
of articles of commerce at (i) new manufacturing or processing plants or facilities in the State or
(ii) existing manufacturing or processing plants or facilities in the State if the tangible personal
property is used to replace existing machinery and equipment;
(t) Property consisting of machinery and equipment required by State law or
regulation to be installed and utilized by manufacturing or processing plants or facilities to
prevent or reduce air and/or water pollution or contamination;
(u) Electricity used in the manufacture of aluminum metal by the electrolytic
reduction process and sale of articles sold on the premises of the Arkansas Veterans Home;
(v) Automobile parts which constitute "core charges," which are received for
the purpose of securing a trade-in for the article purchased;
(w) Bagging and other packaging and tie materials sold to and used by cotton
gins for packaging and/or tying baled cotton and from the sale of twine which is used in the
production of tomato crops;
(x) Prescription drugs by licensed pharmacists, hospitals, oncologists or
dispensing physicians, and oxygen sold for human use on prescription of a licensed physician;
(y) Property or services to humane societies;
(z) Vessels, barges and towboats of at least fifty tons load displacement and
• parts and labor used in the repair and construction of the same;
A-4
• (aa) Property or sales to all orphans' homes, or children's homes, which are not
operated for profit and whether operated by a church, religious organization or other benevolent
charitable association;
(bb) Agricultural fertilizer, agricultural limestone, agricultural chemicals, and
water purchased from a public surface-water delivery project to reduce or replace water used for
in-ground irrigation or reduce dependence on ground water for agriculture.
(cc) Sale of tickets or admissions, by municipalities and counties, to places of
amusement, to athletic entertainment, recreational events, or fees for the privilege of having
access to or the use of amusement, entertainment, athletic or recreational facilities, including free
or complimentary passes, tickets, admissions, dues or fees;
(dd) New and used farm machinery and equipment;
(ee) New automobiles to a veteran of the United States Armed Services who is
blind as a result of a service connected injury;
(f1) Motor vehicles sold to municipalities, counties, school districts, and state
supported colleges and universities;
(gg) School buses sold to school districts and, in certain cases, to other
purchasers providing school bus service to school districts;
(hh) Catalysts, chemicals, reagents, and solutions which are consumed or used
by manufacturing or processing plants or facilities in the State in producing, manufacturing,
• fabricating, processing, or finishing articles of commerce or to prevent or reduce air or water
pollution or contamination;
(ii) Feedstuffs used in the commercial production of livestock or poultry;
U) New custom manufactured homes constructed from materials on which
the State sales tax has been paid;
(kk) The first 500 kilowatt hours of electricity per month and the total franchise
tax billed to each residential customer whose household income is less than$12,000 per year•,
(ll) Electricity and natural gas to qualified steel manufacturers;
(mm) Tangible personal property lawfully purchased with food stamps, food
coupons, food instruments or vouchers in connection with certain Federal programs;
(nn) Publications sold through regular subscriptions;
(oo) Tickets for admission to athletic events and interscholastic activities of
public and private elementary and secondary schools in the State and tickets for admission to
athletic events at public and private colleges and universities in the State;
(pp) Prescriptive adaptive medical equipment and prescriptive disposable
medical equipment;
(qq) Insulin and test strips for testing blood sugar levels in humans;
•
A-5
• (rr) Telephone instruments sent into the State for refurbishing or repair and
then shipped back to the state of origin;
(ss) Industrial metal rollers sent into the State for repair or remanufacture and
then shipped back to the state of origin;
(tt) New motor vehicles purchased by non-profit organizations and used for
the performance of contracts with the Department of Human Services, and new motor vehicles
purchased with Urban Mass Transit Administration funds if(i) the vehicles are purchased in lots
of ten vehicles, (ii) meet minimum State specifications, and (iii) vehicles are used for
transportation under the Department of Human Services' programs for the aging, disabled,
mentally ill, and children and family services;
(uu) Motor fuels to owners or operators of motor buses operated on designated
streets according to regular schedule and under municipal franchise which are used for municipal
transportation purposes;
(vv) Parts or other tangible personal property incorporated into or which
become a part of commercial jet aircraft component or subcomponents;
(ww) Transfer of fill material by a business engaged in transporting or
delivering fill material;
(xx) Long-term leases, thirty days or more, of commercial trucks used for
interstate transportation of goods under certain conditions;
• (yy) Foodstuffs to nonprofit agencies;
(zz) Tangible personal property consisting of forms constructed of plaster,
cardboard, fiberglass, natural fibers, synthetic fibers or composites and which are destroyed or
consumed during the manufacture of the item;
(aaa) Natural gas used as a fuel in the process of manufacturing glass;
(bbb) Sales to Fort Smith Clearinghouse;
(ccc) Substitute fuel used in producing, manufacturing, fabrication, assembling,
processing, finishing or packaging of articles at manufacturing facilities or processing plants in
the State;
(ddd) Railroad rolling stock used in transporting persons or property in interstate
commerce;
(eee) Parts or other tangible personal property which become a part of railroad
parts, railroad cars and equipment brought into the State for the purpose of being repaired,
refurbished, modified or converted within the State;
(ffo Fire protection and emergency equipment to be owned by and exclusively
used by a volunteer fire department, and supplies and materials to be used in the construction and
maintenance of volunteer fire departments;
(ggg) Gas produced from biomass and sold for the purpose of generating energy
to be sold to the gas producer;
•
A-6
• (hhh) Fuel packaging materials sold to a person engaged in the business of
processing hazardous and non-hazardous waste materials into fuel products at an approved site
and machinery and equipment, including analytical equipment and chemicals used directly in the
processing and packaging of hazardous and non-hazardous waste materials into fuel products at
an approved site;
(iii) Electricity and natural gas used in the manufacturing of wall and floor tile
by approved manufacturers;
(ib) Textbooks, library books, and instructional materials purchased by an
Arkansas school district or the State for free distribution to Arkansas schools or school districts;
(kkk) Tangible personal property or services to the Arkansas Symphony
Orchestra, Inc.;
(lll) Electricity used for the production of chlorine and other chemicals using a
chlor-alkali manufacturing process;
(mmm)Tangible personal property or services to a qualified museum;
(mm) Livestock reproduction equipment or services;
(000) Natural gas and electricity used in the manufacturing of tires in the State;
(ppp) Thermal imaging equipment purchased by a county government for use by
law enforcement aircraft;
• (qqq) Tangible property or services to the Arkansas Search Dog Association,
Inc.;
(rrr) Certain new or used trucks to be engaged in interstate commerce (this
exemption will be effective on July 1, 2012);
(sss) Tangible personal property or services to the Arkansas Black Hall of Fame
Foundation;
(ttt) Kegs purchased by a wholesale beer manufacturer and used to sell beer
wholesale.
Reference is made to "The Arkansas Gross Receipts Act of 1941," Title 26, Chapter 52 of the
Arkansas Code of 1987 Annotated, for more information concerning the sales tax.
Use Tax. The use tax portion of the Tax is levied on every person for the privilege of storing,
using, distributing or consuming in the City any article of tangible personal property purchased
for storage, use, distribution or consumption. The use tax applies to the use, distribution, storage
or consumption of every article of tangible personal property except as hereinafter provided.
The use tax does not apply to aircraft equipment, and railroad parts, cars, and equipment, nor to
tangible personal property owned or leased by aircraft, automotive or railroad companies brought
into the City solely and exclusively for refurbishing, conversion, or modification within the City
or storage for use outside or inside the City regardless of the length of time any such property is
so stored in the City. The use tax is levied on the following described tangible personal property:
(a) Tractors, trailers, semi-trailers, trucks, buses and other rolling stock,
including replacement tires,used directly in the transportation of persons or property in intrastate
• or interstate common carrier transportations;
A-7
• (b) Property(except fuel) consumed in the operation of railroad rolling stock;
(c) Transmission lines and pumping or pressure control equipment used
directly in or connected to the primary pipeline facility engaged in intrastate or interstate
common carrier transportation of property;
(d) Airplanes and navigation instruments used directly in or becoming a part
of flight aircraft engaged in transportations of persons or property in regular scheduled intrastate
or interstate common carrier transportation;
(e) Exchange equipment, lines, boards and all accessory devices used directly
in and connected to the primary facility engaged in the transmission of messages;
(0 Transmission and distribution pipelines in pumping or pressure control
and equipment used in connection therewith used directly in primary pipeline facility for the
purpose of transporting and delivering natural gas;
(g) Transmission and distribution lines, pumping machinery and controls used
in connection therewith in cleaning or treating equipment of primary water distribution system;
(h) Property of public electric power companies consisting of all machinery
and equipment including reactor cores and related accessory devices used in the generation and
production of electric power and energy and transmission facilities consisting of the lines,
including poles, towers and other supporting structures, transmitting electric power and energy
together with substations located on or attached to such lines;
• (i) Computer software; and
6) Tangible personal property provided to a financial institution.
Exemptions from Use Tax. Some of the property exempted from the use tax by the General
Assembly of the State is as follows:
(a) Property, the storage, use or consumption of which the State is prohibited
from taxing under the Constitution or laws of the United States of America or the State;
(b) Sales of tangible personal property in which the tax under the Arkansas
Gross Receipts Act of 1941 is levied;
(c) Tangible personal property which is exempted from the sales tax under the
Arkansas Gross Receipts Act of 1941;
(d) Feedstuffs used in the commercial production of livestock or poultry in the
State;
(e) Unprocessed crude oil;
(0 Machinery and equipment used directly in producing, manufacturing,
fabricating, assembling, processing, finishing or packaging of articles of commerce at
manufacturing or processing plants or facilities in the State, including facilities and plants for
manufacturing feed, processing of poultry and/or eggs and livestock and the hatching of poultry
and such equipment is either (1) purchased to create or expand manufacturing or processing
plants in the State, (2) purchased to replace existing machinery and used directly in producing,
• manufacturing, fabricating, assembling, processing, finishing or packaging of articles of
A-8
• commerce at manufacturing or processing plants in the State, or (3) required by State law to be
installed and utilized by manufacturing or processing plants to prevent or reduce air and/or water
pollution or contamination;
(g) Custom manufactured homes constructed with materials on which the
sales or use tax has once been paid;
(h) Aircraft, aircraft equipment, railroad parts, cars, and equipment, and
tangible personal property owned or leased by aircraft, airmotive, or railroad companies, brought
into the State solely and exclusively for refurbishing, conversion, or modification or for storage
for use outside or inside the State;
(i) Vessels, barges, and towboats of at least 50 tons load displacement and
parts and labor used in the repair and construction of them;
0) Motor fuels to the owners or operators of motor buses operated on
designated streets according to regular schedule, under municipal franchise, which are used for
municipal transportation purposes;
(k) Agricultural fertilizer, agricultural limestone, agricultural chemicals,
including agricultural pesticides and herbicides used in commercial production of agricultural
products, and vaccines, medications, and medicinal preparations, used in treating livestock and
poultry being grown for commercial purposes and other ingredients used in the commercial
production of yeast;
(1) All new and used motor vehicles, trailers or semi-trailers that are
• purchased for a total consideration of less than$4,000;
(m) Any tangible personal property used, consumed, distributed, or stored in
this State upon which a like tax, equal to or greater than the Arkansas Compensating (Use) Tax,
has been paid in another state;
(n) Prescriptive adaptive medical equipment and prescriptive disposable
medical equipment;
(o) Fire protection and emergency equipment to be owned by and exclusively
used by a volunteer fire department, and supplies and materials to be used in the construction and
maintenance of volunteer fire departments;
(p) Electricity and natural gas used in the manufacturing of wall and floor tile
by approved manufacturers;
(q) Tangible personal property consisting of forms constructed of plaster,
cardboard, fiberglass, natural fibers, synthetic fibers or composites and which are destroyed or
consumed during the manufacture of the item;
(r) Natural gas used as a fuel in the process of manufacturing glass;
(s) Sales to Fort Smith Clearinghouse;
(t) Prepaid telephone calling cards or prepaid authorization numbers and the
recharge of such cards or numbers;
(u) Foodstuffs to nonprofit agencies;
• �I
A-9
• (v) Tangible personal property or services for a qualified museum;
(w) Certain new or used trucks to be engaged in interstate commerce (this
exemption will be effective July 1, 2012); and
(x) Railroad rolling stock manufactured for use in transporting persons or
property in interstate commerce.
Reference is made to "The Arkansas Compensating (Use) Tax Act of 1949,"Title 26, Chapter 53
of the Arkansas Code of 1987 Annotated, for more information concerning the use tax.
•
A-10
• CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and
delivered by the City of Batesville, Arkansas (the "Issuer") and The Citizens Bank, Batesville,
Arkansas (the "Trustee") in connection with the issuance of the Issuer's Sales and Use Tax
Bonds, Series 2012 (the 'Bonds"). The Bonds are being issued pursuant to Ordinance No.
of the Issuer, adopted June 26, 2012 (the "Authorizing Ordinance"). The Issuer and the Trustee
covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Issuer and the Trustee for the benefit of the Beneficial Owners of
the Bonds and in order to assist the Participating Underwriter in complying with the Securities
and Exchange Commission, Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Authorizing
Ordinance, which apply to any capitalized term used in this Disclosure Agreement unless
otherwise defined in this Section, the following capitalized terms shall have the following
meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Agreement.
"Beneficial Owner" of a Bond shall mean any person who has or shares the power,
• directly or indirectly, to make investment decisions concerning ownership of any Bonds
(including persons holding Bonds through nominees, depositories or other intermediaries).
"Dissemination Agent" shall mean the Trustee, acting in its capacity as Dissemination
Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer and
which has filed with the Trustee a written acceptance of such designation.
"EMMA" shall mean the Electronic Municipal Market Access system as described in
1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Official Statement" shall mean the Official Statement of the Issuer describing the Bonds,
dated July 3, 2012.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
•
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
• Commission under the Securities Exchange Act of 1934, as modified by Rule 15c2-12(d)(2), as
the same may be amended from time to time.
"Tax" shall mean, collectively, the sales and use taxes pledged to the Bonds under the
Authorizing Ordinance and levied by the Issuer as follows: one at a rate of 0.5% under
Ordinance No. 2011-12-05 adopted December 27, 2011 and a second at a rate of 0.5% under
Ordinance No. 2011-12-03 adopted December 27, 2011.
SECTION 3. Provision of Annual Report. (a) The Issuer shall, or shall cause the
Dissemination Agent to, not later than 180 days after the end of the Issuer's fiscal year (presently
December 31), commencing with the 2012 fiscal year, provide to the MSRB an Annual Report
which is consistent with the requirements of Section 4 of this Disclosure Agreement. The
Annual Report may be submitted as a single document or as separate documents comprising a
package, and may include by reference other information as provided in Section 4 of this
Disclosure Agreement; provided that the audited financial statements of the Issuer may be
submitted separately from the balance of the Annual Report and later than the date required
above for the filing of the Annual Report if they are not available by that date, but shall be
submitted within 30 days of becoming available. If the fiscal year of the Issuer changes, the
Issuer shall give notice of such change in the same manner as for a Listed Event under Section
5(b).
• (b) Not later than fifteen (15) days prior to the date specified in subsection (a) for
providing the Annual Report to the MSRB, the Issuer shall provide the Annual Report to the
Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by such
date, the Trustee has not received a copy of the Annual Report, the Trustee shall contact the
Issuer and the Dissemination Agent to determine if the Issuer is in compliance with the first
sentence of this subsection(b).
(c) If the Trustee is unable to verify that an Annual Report has been provided to the
MSRB by the date required for such part in subsection (a), the Trustee shall send a notice to the
MSRB in substantially the form as prescribed by the MSRB.
(d) The Dissemination Agent shall file a report with the Issuer and (if the
Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been
provided pursuant to this Disclosure Agreement and stating the date it was provided.
(e) As and to the extent an Annual Report or Notice of Listed Event is required to be
filed under this Disclosure Agreement, the Issuer shall submit, or cause the Dissemination Agent
to submit, such Annual Report or Notice of Listed Event to the MSRB through its continuing
disclosure service portal provided through EMMA at http://www.emma.msrb.or¢, or any other
similar system that is acceptable to the Securities and Exchange Commission. All documents
provided to the MSRB pursuant to this Disclosure Agreement shall be in an electronic format as
prescribed by the MSRB and shall be accompanied by identifying information as prescribed by
• the MSRB.
2
• SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or
incorporate by reference the following:
1. Information of the type set forth in the Official Statement under the caption "THE
CITY AND THE COUNTY" with respect to (i) the Issuer and County population in the latest
year for which available and the four previous years for which figures are available; and (ii)
unemployment rates in the latest year for which available and the four previous years.
2. Tax receipts for the latest calendar year and the four (4) previous years, if
available.
3. The annual audit of the Issuer prepared in accordance with Government Auditing
Standards issued by the Comptroller General of the United States and applicable state law.
Any or all of the items above may be included by specific reference to other documents,
including official statements of debt issues of the Issuer or related public entities, which are
available to the public on the MSRB's internet website or filed with the Securities and Exchange
Commission. The Issuer shall clearly identify each such other document so incorporated by
reference.
SECTION 5. Reporting of Significant Events.
• (a) This Section 5 shall govern the giving of notices of the occurrence of any of the
following events:
1. Principal and interest payment delinquencies.
2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the security, or other material
events affecting the tax-exempt status of the security.
7. Modification to rights of security holders, if material.
8. Bond calls (excluding mandatory sinking fund redemptions), if material.
• 9. Defeasances and tender offers.
3
10. Release, substitution, or sale of property securing repayment of the securities, if
material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership or similar event of the Issuer.
13. The consummation of a merger, consolidation or acquisition involving the Issuer
or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course
of business, the entry into a definitive agreement to undertake such action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its terms, if material.
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
(b) After the occurrence of a Listed Event (excluding an event described in (a)8
above), the Issuer shall promptly notify the Dissemination Agent (if other than the Issuer) in
writing. Such notice shall instruct the Dissemination Agent to report the occurrence.
(c) After the occurrence of a Listed Event (excluding an event described in (a)8
above), whether by notice from the Trustee or otherwise, the Issuer shall file (or cause the
Dissemination Agent to file), in a timely manner not in excess of ten (10) business days after the
• occurrence of such Listed Event, a notice of such occurrence with the MSRB, through its
continuing disclosure service portal provided through EMMA at http://www.msrb.emma.org or
any other similar system that is acceptable to the Securities and Exchange Commission, with a
copy to the Trustee (if the Trustee is not the Dissemination Agent). Each notice of the
occurrence of a Listed Event shall be captioned "Notice of Listed Event" and shall be filed in
electronic format as prescribed by the MSRB and shall be accompanied by identifying
information as prescribed by the MSRB. In the event of a Listed Event described in (a)8 above,
the Trustee shall make the filing and notice thereof need not be given under this subsection any
earlier than the notice for the underlying event is given to registered owners of affected Bonds
pursuant to the terms of the Authorizing Ordinance.
SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this
Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full
of all the Bonds.
SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge any such Agent, with or without appointing a successor
Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the
content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement. If
at any time there is not any other designated Dissemination Agent, the Trustee shall be the
Dissemination Agent. The initial Dissemination Agent shall be the Trustee.
4
• SECTION 8. Amendment: Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Issuer and the Trustee may amend this Disclosure Agreement, and
any provisions of this Disclosure Agreement may be waived, provided that the following
conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5, it
may only be made in connection with a change in circumstances that arises from a change in
legal requirements, change in law, or change in the identity, nature or status of an obligated
person with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule
at the time of the original issuance of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Beneficial Owners of the
Bonds in the same manner as provided in the Authorizing Ordinance for amendments to the
Authorizing Ordinance with the consent of Beneficial Owners, or (ii) does not, in the opinion of
the Trustee, materially impair the interests of the Beneficial Owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Agreement,the
Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable,
• a narrative explanation of the reason of the amendment or waiver and its impact on the type (or
in the case of a change of accounting principles, on the presentation) of financial information or
operating data being presented by the Issuer. In addition, if the amendment relates to the
accounting principles to be followed in preparing financial statements, (i) notice of such change
shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual
Report for the year in which the change is made should present a comparison (in narrative form
and also, if feasible, in quantitative form) between the financial statements as prepared on the
basis of the new accounting principles and those prepared on the basis of the former accounting
principles.
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to
include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have
no obligation under this Disclosure Agreement to update such information or include it in any
future Annual Report or notice of occurrence of a Listed Event.
SECTION 10. Default. In the event of a failure of the Issuer or the Trustee to comply
with any provision of this Disclosure Agreement,the Trustee,the Issuer or any Beneficial Owner
• may(and the Trustee, at the request of the Participating Underwriter or the Beneficial Owners of
at least 25% aggregate principal amount of outstanding Bonds, shall)take such actions as may be
5
• necessary and appropriate, including seeking mandamus or specific performance by court order,
to cause the Issuer, the Dissemination Agent or the Trustee, as the case may be, to comply with
its obligations under this Disclosure Agreement. A default under this Disclosure Agreement
shall not be deemed a default under the Authorizing Ordinance, and the sole remedy under this
Disclosure Agreement in the event of any failure of the Issuer, the Dissemination Agent or the
Trustee to comply with this Disclosure Agreement shall be an action to compel performance.
SECTION 11. Duties of Trustee and Dissemination Agent and Right of Indemnity. The
Dissemination Agent (if other than the Trustee) and the Trustee in its capacity as Dissemination
Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and
the Issuer agrees to indemnify and save the Dissemination Agent and the Trustee, their officers,
directors, employees and agents, harmless against any loss, expense and liabilities which they
may incur arising out of or in the exercise or performance of their powers and duties hereunder,
including the costs and expenses (including attorney's fees) of defending against any claim of
liability, but excluding liabilities due to the Dissemination Agent's or the Trustee's negligence or
omissions. The obligations of the Issuer under this Section shall survive resignation or removal
of the Trustee or the Dissemination Agent and payment of the Bonds.
SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Issuer, the Trustee, the Dissemination Agent, the Participating Underwriter and the
Beneficial Owners and shall create no rights in any other person or entity.
• SECTION 13. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Dated: July 1, 2012.
CITY OF BATESVILLE, ARKANSAS
By -
Mayor
THE CITIZENS BANK
Batesville,Arkansas
By
Authorized Officer
• li
6
RULE 15c2-12 CERTIFICATION
•
The undersigned, Mayor of the City of Batesville, Arkansas (the "Issuer"), hereby
certifies as follows:
1. This Certificate is delivered to provide for compliance with Rule 15c2-12 under
the Securities Exchange Act of 1934 (the "Rule").
2. The Issuer is an "issuer of municipal securities" under the Rule with respect to the
Issuer's Sales and Use Tax Bonds, Series 2012 (the "Bonds").
3. To provide for the offering and sale of the Bonds, there has been prepared a
Preliminary Official Statement dated June 15, 2012 (the "Preliminary Official Statement")
setting forth information concerning the Bonds and the Issuer.
4. The undersigned, as the Mayor of the Issuer, hereby declares, on behalf of the
Issuer, the Preliminary Official Statement to be a final official statement, as such term is defined
in the Rule, as of its date, except for the omission of the interest rates, underwriter's discount,
aggregate principal amount, principal amount per maturity and other terms of the Bonds
depending on such matters.
2012.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 15th day of June,
• I
CITY OF BATESVILLE,ARKANSAS
By
or
•