ORD NO 11-2016 City of Van Buren,Arkansas
ORDINANCE NO. I—',U I(p
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
$6,880,000 WATERWORKS AND SEWER SYSTEM REVENUE
REFUNDING BONDS, SERIES 2016, BY THE CITY OF VAN
BUREN, ARKANSAS; AUTHORIZING A TRUST INDENTURE
SECURING THE BONDS; AUTHORIZING THE SALE OF THE
BONDS AND THE EXECUTION OF A BOND PURCHASE
AGREEMENT; PRESCRIBING OTHER MATTERS
PERTAINING THERETO; AND DECLARING AN
EMERGENCY
WHEREAS, the City of Van Buren, Arkansas owns a water and sewer system which is
operated and maintained as a single, integrated municipal undertaking (the "System") on behalf of
the City by the Van Buren Water and Sewer Commission(the"Commission"); and
WHEREAS, pursuant to the Constitution and laws of the State of Arkansas, including
particularly the Local Government Capital Improvement Revenue Bond Act of 1985, as amended,
the City is authorized to issue its bonds to finance capital improvements to the System, to pledge
the revenues of the System to the repayment of the bonds, and to issue bonds to refund bonds issued
for such purpose; and
WHEREAS, the City presently has outstanding its Waterworks and Sewer Capital
Improvement Revenue Bonds, Series 2007 (the "Series 2007 Bonds") and its Waterworks and
Sewer Capital Improvement and Refunding Revenue Bonds, Series 2004 (the "Series 2004
Bonds"); and
WHEREAS, the City has determined that it can achieve significant interest savings by
refunding the Series 2007 Bonds by issuing its Waterworks and Sewer System Revenue Refunding
Bonds, Series 2016, dated as of their date of delivery (the "Bonds"), in the principal amount of
$6,880;000; and
WHEREAS, the parity provisions relating to the Series 2004 Bonds have or will be met so that
the Bonds shall be issued on a parity of security with the Series 2004 Bonds ; and
WHEREAS, the City has made arrangements for the sale of the Bonds to Raymond James &
Associates, Inc. (the "Underwriter"), pursuant to a Bond Purchase Agreement, which has been
presented to and is before this meeting; and
WHEREAS, the City desires to accept the Underwriter's offer to purchase the Bonds and to
authorize the issuance of the Bonds and the execution and delivery of various documents pertaining
to the issuance of the Bonds; and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF VAN BUREN,ARKANSAS, as follows:
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Section 1. The issuance of the Bonds in the aggregate principal amount of$6,880,000 is hereby
authorized for the purpose of accomplishing the refunding of the Series 2007 Bonds, and the Mayor
and City Clerk are hereby authorized to execute, by manual or facsimile signature, and deliver the
Bonds to or upon the direction of the Underwriter. The Bonds shall be not general obligations of the
City, but shall be special obligations, payable from and secured by the revenues of the System on a
parity of security with the Series 2004 Bonds. The Bonds shall be dated as of their date of delivery,
and shall be issued in the form and denominations, shall be numbered, and shall be subject to
optional redemption prior to maturity all upon the terms and conditions set forth in the Bond
Purchase Agreement and Trust Indenture, which are identified and authorized below. The Bonds
shall mature on the dates and in the amounts and shall bear interest at the rates as follows:
Due December 1 Principal Amount Interest Rate
2017 $555,000 2.000%
2018 565,000 2.000
2019 575,000 2.000
2020 585,000 2.000
2021 600,000 2.500
2022 615,000 4.000
2023 640,000 3.000
2024 660,000 3.000
2025 675,000 3.000
2026 695,000 3.000
2027 715,000 3.000
Section 2. The Bonds shall be sold pursuant to the specific terms and conditions set forth in a
Bond Purchase Agreement, dated September 19, 2016 (the "Bond Purchase Agreement"), between
the City and the Underwriter, for the purchase price of 106.033% of the principal amount thereof
($7,295,040.00). The Mayor is hereby authorized and directed to execute the Bond Purchase
Agreement on behalf of the City in substantially the form submitted at this meeting. An executed
copy of the Bond Purchase Agreement shall be filed in the permanent records of the City and kept
by the City Clerk.
Section 3. To prescribe the terms and conditions upon which the Bonds are to be executed,
authenticated, delivered, issued, accepted, held, and secured, the Mayor is hereby authorized and
directed to execute and acknowledge a Trust Indenture, dated as of October 1, 2016, by and
between the City and Citizens Bank & Trust Co., as Trustee, and the City Clerk is hereby
authorized and directed to execute and acknowledge the Trust Indenture and to affix the seal of the
City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Trust
Indenture to be accepted, executed,and acknowledged by the Trustee. The Trust Indenture is hereby
approved in substantially the form submitted at this meeting, and the Mayor and City Clerk are
hereby authorized, upon the advice of bond counsel, to confer with the Trustee and the Underwriter
in order to complete the Trust Indenture with such modifications as shall be approved by the Mayor
and City Clerk,their execution to constitute conclusive evidence of such approval.
Section 4. There is hereby authorized and approved a Preliminary Official Statement of the
City, including the cover page and appendices attached thereto, relating to the Bonds. The
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Preliminary Official Statement is hereby "deemed final" with the meaning of U.S. Securities and
Exchange Commission Rule 15c2-12. The distribution of the Preliminary Official Statement is
hereby ratified and approved. The Preliminary Official Statement, as amended to conform to the
terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes
and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as
the "Official Statement" and the Mayor is hereby authorized to execute the Official Statement for
and on behalf of the City. The Official Statement is hereby approved in substantially the form of
the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to
confer with the Trustee and the Underwriter in order to complete the Official Statement in
substantially the form of the Preliminary Official Statement submitted to this meeting with such
changes as shall be approved by such persons, the Mayor's execution to constitute conclusive
evidence of such approval.
Section 5. All actions heretofore taken by the City and the Underwriter in connection with the
offer and sale of the Bonds are hereby in all respects ratified and approved.
Section 6. The City hereby calls for redemption prior to maturity on December 1, 2017, the
outstanding Series 2007 Bonds and instructs the trustee for the Series 2007 Bonds to provide notice
of the redemption.
Section 7. The Escrow Deposit Agreement dated as of October 1, 2016, by an between the City
and Citizens Bank & Trust Co. as Escrow Deposit Trustee, in substantially the form submitted at
this meeting, and the Continuing Disclosure Agreement of the City, dated as of October 1, 2016, in
substantially the form attached to the Official Statement, in each case with such modifications as
shall be approved by the Mayor and the City Clerk by the person executing the documents, his or
her execution to constitute to conclusive evidence of such approval, are hereby authorized and
directed to execute and deliver the Escrow Deposit Agreement and the Continuing Disclosure
Agreement, and to cause the Escrow Deposit Agreement to be accepted and executed by the
Escrow Deposit Trustee.
Section 8. The appointment of Citizens Bank & Trust Co. to serve as Trustee and Escrow
Deposit Trustee is hereby approved.
Section 9. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and
directed to do any and all things necessary to effect the execution and delivery of the Bonds, the
Bond Purchase Agreement, and the Trust Indenture; the execution, delivery, and distribution of the
Official Statement; the execution and delivery of such other papers and documents necessary to
effect the issuance of the Bonds and the refunding of the Series 2007 Bonds, including,particularly,
an undertaking to make available certain financial information and operating data upon request and
to provide notice of certain events; and the performance of all acts of whatever nature necessary to
effect and carry out the authority conferred by this Ordinance. The Mayor and the City Clerk are
hereby further authorized and directed, for and on behalf of the City, to execute all papers,
documents, certificates, and other instruments that may be required for the carrying out of such
authority or to evidence the exercise thereof
Section 10. In order to secure lower interest rates on the Bonds, the Underwriter has proposed
that the City purchase a policy of municipal bond insurance from Assured Guaranty Municipal
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Corp. (the "Municipal Bond Insurance Policy") with a portion of the proceeds of the Bonds which
policy would guarantee the payment of principal and interest on the Bonds when due. Additionally,
the Underwriter has proposed that the City purchase a debt service reserve insurance policy (the
"Reserve Policy") from Assured Guaranty Municipal Corp., which would substitute for the deposit
of funds necessary to meet the debt service reserve fund requirement. Accordingly, the Mayor is
hereby authorized to execute the Municipal Bond Insurance Policy and the Reserve Policy
commitments and to do any and all other things necessary to accomplish the delivery the Municipal
Bond Insurance Policy and the Reserve Policy with respect to the Bonds.
Section 11. The City Clerk shall maintain, as a part of the minutes of the meeting at which this
Ordinance is adopted, and in the permanent records of the City, for inspection by any interested
person, a copy of the Trust Indenture,the Official Statement, and the Bond Purchase Agreement.
Section 12. The City hereby declares its expectation and intention that bonds issued and to be
issued by the City during calendar year 2016 will not in the aggregate exceed $10,000,000 in
principal amount, and the City hereby declares the Bonds to be "qualified tax-exempt obligations"
within the meaning of section 265(b) of the Internal Revenue Code of 1986, as amended.
Section 13. The provisions of this Ordinance are hereby declared to be severable, and if any
section phrase or provision shall for any reason be declared to be illegal or invalid, such declaration
shall not affect the validity or the remainder of the sections,phrases or provisions of this Ordinance.
All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent
of such conflict.
Section 14. The City Council hereby determines that the City can achieve significant interest
savings by refunding the Series 2007 Bonds; that an appropriate way to achieve such savings is by
the issuance of revenue bonds payable from revenues of the System as authorized by the Act; and
that this ordinance shall be given immediate effect so that such savings may be secured as soon as
possible. Therefore, an emergency is hereby declared to exist and this ordinance, being necessary
for the immediate preservation of the public health, safety, and welfare, shall be in full force and
effect from and after its passage and approval.
ADOPTED: September 19, 2016
By: - -
Robe -!", .�r�,
Attest:
By: `te7'Y)Q,6t�
hyllis Thomas, City Clerk
(SEAL)
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BOND PURCHASE AGREEMENT
September 19,2016
City of Van Buren
City Hall
1003 Broadway
Van Buren,Arkansas 72956
$6,880,000
City of Van Buren, Arkansas
Waterworks and Sewer Revenue Refunding Bonds
Series 2016
Ladies and Gentlemen:
The undersigned (the "Underwriter") offers to enter into this Bond Purchase Agreement (this
"Bond Purchase Agreement") with the City of Van Buren, Arkansas (the "Issuer") which, upon
your acceptance of this offer, will be binding upon you and upon the Underwriter. Terms not
otherwise defined herein shall have the same meanings as set forth in the Indenture described
below.
This offer is made subject to your acceptance of this Bond Purchase Agreement on or before
12:00 midnight,September 19,2016.
I. Upon the terms and conditions and in reliance upon the respective representations,
warranties, and covenants herein, the Underwriter hereby agrees to purchase from the Issuer, and
the Issuer hereby agrees to sell to the Underwriter, all (but not less than all) of$6,880,000 City of
Van Buren, Arkansas Waterworks and Sewer Revenue Refunding Bonds, Series 2016 (the
"Bonds"), at the purchase price (the "Purchase Price") of$7,295,040 (equal to the par amount of
the Bonds plus original issue premium of$497,600 less underwriter's discount of$82,560).
The Bonds shall be issued by the Issuer pursuant to the provisions of the Constitution and laws
of the State of Arkansas (the "State"), including particularly the Local Government Capital
Improvement Revenue Bond Act of 1985,Ark. Code Ann. §§ 14-164-401 to-419(the"Act"),shall •
be secured under and pursuant to a Trust Indenture, dated as of October I, 2016 (the"Indenture"),
by and between the Issuer and Citizens Bank&Trust Co.,as trustee(the"Trustee"),and shall have
the maturities and interest rates and be subject to redemption as set forth in the Final Official
Statement(as hereinafter defined)and in Exhibit A attached hereto.
The Bonds are being issued to refund the Issuer's Waterworks and Sewer Revenue Capital
Improvement Bonds, Series 2007, dated December 1,2007, (the"Prior Bonds"), to pay the cost of
a municipal bond insurance policy and a reserve fund policy and to pay the cost of issuance of the
Bonds.
2.The Underwriter agrees to make a bona fide public offering of all of the Bonds at the offering
prices set forth on the cover of the Final Official Statement described below.
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3. (a)The Issuer agrees to deliver to the Underwriter,at such addresses as the Underwriter shall
specify, as many copies of the Official Statement relating to the Bonds (as supplemented and
amended from time to time, the "Final Official Statement") as the Underwriter shall reasonably
request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934(the"Rule") and with Rules G-
32 and G-36 and all other applicable rules of the Municipal Securities Rulemaking Board. The
Issuer agrees to deliver such Final Official Statement within seven business days after the execution
hereof.
(b) The Issuer hereby authorizes and approves the Preliminary Official Statement dated
September 12,2016,and the Final Official Statement(the Final Official Statement,the Preliminary
Ofcial Statement, and any amendments or supplements that may be authorized for use with
respect to the Bonds are herein referred to collectively as the"Official Statement")and consents to
their distribution and use by the Underwriter and authorizes the execution of the Final Official
Statement by a duly authorized officer of the Issuer.
(c) The Underwriter shall give notice to the Issuer on the date after which no participating
underwriter, as such term is defined in the Rule, remains obligated to deliver Final Official
Statements pursuant to paragraph(b)(4)of the Rule.
4.The Issuer represents and warrants to the Underwriter that:
(a)The Issuer is a political subdivision of the State and is duly organized and existing under the
Constitution and laws of the State. The Issuer is authorized by the provisions of the Act, among
other things,to issue its Bonds to refund the Prior Bonds and to secure the Bonds with the revenues
of the System pursuant to the Indenture.
(b)The Issuer has the full legal right,power,and authority(i)to adopt the ordinance authorizing
the issuance of and awarding the sale of the Bonds (the"Authorizing Ordinance"), (ii)to enter into
this Bond Purchase Agreement,the Continuing Disclosure Agreement(as hereinafter defined), and
the Indenture(collectively,the"Issuer Documents"),(iii)to issue,sell,and deliver the Bonds to the
Underwriter as provided herein, and (iv) to carry out and consummate all other transactions
contemplated by each of the aforesaid documents. The Issuer has complied with all provisions of
applicable law, including the Act and the Authorizing Ordinance, in all matters relating to such
transactions.
(c)The Issuer has duly authorized(i)the execution and delivery of the Bonds and the execution,
delivery, and due performance of the Issuer Documents, (ii) the distribution and use of the
Preliminary Official Statement and the delivery and distribution of the Final Official Statement,and
(iii) the taking of any and all such action as may be required on the part of the Issuer to carry out,
give effect to, and consummate the transactions contemplated by such instruments. All consents or
approvals necessary to be obtained by the issuer in connection with the foregoing have been
received,and the consents or approvals so received are still in full force and effect.
(d) The Authorizing Ordinance has been duly adopted by the Issuer, is in full force and effect,
and constitutes the legal,valid,and binding act of the Issuer;the Issuer Documents,when executed
and delivered,will constitute legal,valid,and binding obligations of the Issuer;and the Authorizing
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Ordinance and the Issuer Documents, when executed and delivered, are or will be enforceable
against the Issuer in accordance with their respective terns,except as enforceability thereof may be
limited by bankruptcy, insolvency,or other laws affecting creditors'rights generally.
(e) When delivered to the Underwriter, the Bonds will have been duly authorized, executed,
authenticated, issued, and delivered and will constitute legal,valid, and binding special obligations
of the Issuer in conformity with the laws of the State, including the Act and the Authorizing
Ordinance,and will be entitled to the benefit and security of the Indenture.
(f) The information relating to the Issuer, the System, the Bonds, the Prior Bonds and the
Indenture contained in the Preliminary Official Statement is, and as of the date of Closing such
information in the Final Official Statement will be, true and correct in all material respects,and the
Preliminary Official Statement does not and the Final Official Statement will not contain any untrue
or misleading statement of a material fact relating to the Issuer, the System, the Bonds, the Prior
Bonds, or the Indenture or omit to state any material fact relating to the Issuer, the System, the
Bonds, the Prior Bonds ,or the Indenture necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
(g) If, at any time prior to the earlier of(i) receipt of notice from the Underwriter pursuant to
Section 3(c) hereof that Final Official Statements are no longer required to be delivered under the
Rule or(ii)90 days after the Closing,any event occurs with respect to the Issuer as a result of which
the Preliminary Official Statement or the Final Official Statement as then amended or
supplemented might include an untrue statement of a material fact,or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading, the Issuer shall promptly notify the Underwriter in writing of such event.
Any information supplied by the Issuer for inclusion in any amendments or supplements to the
Preliminary or Final Official Statement will not contain any untrue or misleading statement of a
material fact relating to the Issuer or omit to state any material fact relating to the Issuer necessary •
to make the statements therein, in the light of the circumstances under which they were made,not
misleading.
(h)Neither the adoption of the Authorizing Ordinance, the execution and delivery of the Bonds
and the Issuer Documents,the pledge of the revenues of the System,nor the consummation of the
transactions contemplated herein or therein or the compliance with the provisions hereof or thereof
will conflict with, or constitute on the part of the Issuer a violation of, or a breach of or default
under, (i)any statute, indenture, mortgage, commitment, note, or other agreement or instrument to
which the Issuer is a party or by which it is bound, (ii) any provision of the State Constitution, or
(iii)any existing law,rule,regulation,ordinance,judgment,order,or decree to which the Issuer(or
the members of the City Council or any of its officers in their respective capacities as such) is
subject.
(i) Except as is specifically disclosed in the Official Statement, there is no action, suit,
proceeding, inquiry, or investigation, at law or in equity, before or by any court, public board, or
body, pending or, to the best knowledge of the Issuer, threatened, which in any way questions the
powers of the Issuer referred to in paragraph (b) above, or the validity of any proceeding taken by
the Issuer in connection with the issuance of the Bonds,or wherein an unfavorable decision,ruling,
or finding could materially adversely affect the transactions contemplated by this Bond Purchase
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Agreement or of any other document or instrument required or contemplated by this financing, or
which, in any way, could adversely affect the validity or enforceability of the Authorizing
Ordinance, the Issuer Documents,the pledge of the revenues of the System,or the Bonds or,to the
knowledge of the Issuer, which in any way questions the tax-exempt status of the Issuer or the
exclusion from gross income of the recipients thereof of the interest on the Bonds for federal
income tax purposes or in any other way questions the status of the Bonds under federal or State tax
laws or regulations.
(i) Any certificate signed by any official of the Issuer and delivered to the Underwriter shall be
deemed a representation and warranty by the issuer to the Underwriter as to the truth of the
statements therein contained.
(k) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue
Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon.
(1)The Issuer will not knowingly take or omit to take any action,which action or omission will
in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as
provided in the Indenture or which would cause the interest on the Bonds to be includable in gross
income for federal income tax purposes.
(m) The audited financial statements of the System as of December 31, 2015 and 2014 and for
the years then ended,contained in the Official Statement, present fairly the financial position of the
System as of the dates indicated and the results of the System's operations for the periods specified,
and such financial statements have been prepared in conformity with generally accepted accounting
principles consistently applied in all material respects to the periods involved, except as otherwise
stated in the notes thereto. There has been no material change in the general affairs, management,
properties, financial position, capitalization, or results of operation of the System since the date of
such financial statements except as set forth in the Final Official Statement.
(n) The issuer acknowledges and agrees that (i)the purchase and sale of the Bonds pursuant
to this Agreement is an arm's-length commercial transaction between the Issuer and the
Underwriter; (ii)in connection with such transaction, including the process leading thereto,the
Underwriter is acting solely as a principal and not as an agent or a fiduciary of the Issuer;(iii)the
Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the Issuer
with respect to the offering of the Bonds or the process leading thereto (whether or not the
Underwriter,or any affiliate of the Underwriter,has advised or is currently advising the Issuer on
other matters) nor has it assumed any other obligation to the Issuer except the obligations
expressly set forth in this Agreement, (iv) the Underwriter has financial and other interests that
differ from those of the Issuer; and (v) the Issuer has consulted with its own legal and financial
advisors to the extent it deemed appropriate in connection with the offering of the Bonds.
5.The Issuer covenants with the Underwriter as follows:
(a) Prior to the earlier of(I) receipt of notice from the Underwriter pursuant to Section 3(c)
hereof that Final Official Statements are no longer required under the Rule or(ii) 90 days after the
Closing, the Issuer shall provide the Underwriter with such information regarding the Issuer, the
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System, and the System's current financial condition and the ongoing operations of the System as
the Underwriter may reasonably request. E`
(b) The Issuer covenants and agrees to enter into a written agreement or contract (the
"Continuing Disclosure Agreement"), constituting an undertaking to provide disclosure about the
System and the Bonds for the benefit of the Bondholders on or before the date of delivery of the
Bonds as required by Section (b)(5)(i) of the Securities and Exchange Commission Rule 15c2-l2
under the Securities Act of 1934, as amended (17 C.F.R. Part 240, 240.1.5c2-12) (the "Rule"),
which undertaking shall be an agreement of the Issuer for the benefit of the Bondholders pursuant
to the Indenture, and in the form as summarized in the Official Statement, with such changes as
may be agreed to in writing by the Underwriter.
6.At 10:00 a.m. on October 26, 2016 (the"Closing Date")or at such other time and/or date as
shall have been mutually agreed upon by the Issuer and the Underwriter,the Issuer will deliver,or
cause to be delivered, to the Underwriter the Bonds, in definitive form duly executed and
authenticated by the Trustee, together with the other documents hereinafter mentioned; and the
Underwriter will accept such delivery and pay the Purchase Price of the Bonds by making a wire
transfer in federal funds payable to the order of the Trustee for the account of the Issuer (the
"Closing").
Provided, however, that in any event, the Bonds shall be delivered to The Depository Trust
Company in New York,New York and the activities relating to the final execution and delivery of
all documents related to the Bonds and the payment for the Bonds and the delivery of the
certificates, opinions, and other instruments as described in Section 8 of this Purchase Agreement
shall occur at Little Rock, Arkansas. The Bonds will be delivered as definitive registered Bonds
initially in typewritten form with one bond in the full amount of each maturity,and registered in the
name of Cede&Co.or in such names and in such amounts as the Underwriter may request not less
than two business days prior to the Closing,and will be made available for checking and packaging
by the Underwriter at such place in New York,New York as the Underwriter and the Trustee shall
agree not less than 24 hours prior to the Closing.
7.The Underwriter shall have the right to cancel its obligation to purchase the Bonds if between
the date hereof and the date of Closing:
(a)a tentative decision with respect to legislation shall be reached by a committee of the House
of Representatives or the Senate of the Congress of the United States, or legislation shall be
favorably reported or re-reported by such a committee or be introduced, by amendment or
otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the
Congress of the United States for passage by the President of the United States, or beenacted or a
decision by a federal court of the United States or the United States Tax Court shall have been
rendered, or a ruling, release, order,regulation, or official statement by or on behalf of the United
States Treasury Department, the Internal Revenue Service, or other Governmental agency shall
have been made or proposed to be made having the purpose or effect,or any other action or event
shall have occurred which has the purpose or effect,directly or indirectly,of adversely affecting the
federal income tax consequences of owning the Bonds or of any of the transactions contemplated in
connection herewith, including causing interest on the Bonds to be included in gross income for
purposes of federal income taxation, or imposing federal income taxation upon revenues or other
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income of the general character to be derived by the Issuer or by any similar body under the Issuer
Documents or similar documents or upon interest received on obligations of the general character
of the Bonds, or the Bonds, which, in the opinion of the Underwriter, materially adversely affects
the market price of or market for the Bonds;or
(b) legislation shall have been enacted, or actively considered for enactment with an effective
date prior to the Closing,or a decision by a court of the United States shall have been rendered,the
effect of which is that the Bonds,including any underlying obligations,or the Indenture,as the case
may be, is not exempt from the registration, qualification, or other requirements of the Securities
Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended
and as then in effect,or the Trust Indenture Act of 1939,as amended and as then in effect;or
(c) a stop order, ruling, regulation, or official statement by the Securities and Exchange
Commission or any other governmental agency having jurisdiction of the subject matter shall have
been issued or made or any other event occurs,the effect of which is that the issuance, offering,or
sale of the Bonds, including any underlying obligations, or the execution and delivery of the
Indenture as contemplated hereby or by the Official Statement, is or would be in violation of any
provision of the federal securities laws, including the Securities Act of 1933, as amended and as
then in effect, the Securities Exchange Act of 1934,as amended and as then in effect,or the Trust
Indenture Act of 1939,as amended and as then in effect;or
(d) any event shall have occurred or any information shall have become known to the
Underwriter which causes the Underwriter to reasonably believe that the Official Statement as then
amended or supplemented includes an untrue statement of a material fact, or omits to state any
material fact necessary to make the statements therein, in light of the circumstances under which
they were made,not misleading;or
(e)there shall have occurred any outbreak of hostilities or any national or international calamity
or crisis, including a financial crisis, the effect of which on the financial markets of the United
States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect
the market for or market price of the Bonds;or
(f)there shall be in force a general suspension of trading on the New York Stock Exchange,the
effect of which on the financial markets of the United States is such as, in the reasonable judgment
of the Underwriter, would materially adversely affect the market for or market.price of the Bonds;
or
(g) a general banking moratorium shall have been declared by federal, New York, or State
authorities;or
(h) any proceeding shall be pending or threatened by the Securities and Exchange Commission
against the Issuer;or
(i) additional material restrictions not in force as of the date hereof shall have been imposed
upon trading in securities generally by any governmental authority or by any national securities
exchange;or
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(j) the New York Stock Exchange or other national securities exchange, or any governmental
authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any
material restrictions not now in force, or increase materially those now in force,with respect to the
extension of credit by,or the charge to the net capital requirements of,the Underwriter.
(k)Any notice shall have been given of any intended downgrading, suspension,withdrawal or
negative change in credit watch status by any national rating service to any of the Issuer's
obligations.
8. The obligation of the Underwriter to purchase the Bonds shall be subject (a) to the
performance by the Issuer of its obligations to be performed hereunder at and prior to the CIosing,
(b) to the accuracy of the representations and warranties of the Issuer herein as of the date hereof
and as of the Closing Date,and(c)to the following conditions, including the delivery by the Issuer
of such documents as are enumerated herein in form and substance satisfactory to the Underwriter:
(i) At the Closing Date, (A) the Official Statement and the Issuer Documents shall be in full
force and effect and shall not have been amended,modified,or supplemented from the date hereof
except as may have been agreed to in writing by the Underwriter,(B)the proceeds of the sale of the
Bonds shall be deposited and applied as described in the Indenture, and (C) the Issuer shall have
duly adopted and there shall be in full force and effect such ordinances and resolutions as, in the
opinion of Rose Law Firm,a Professional Association,as bond counsel ("Bond Counsel"),shall be
necessary in connection with the transactions contemplated hereby.
(ii)Receipt of the Bonds and the Issuer Documents at or prior to the Closing Date.The terms of
the Bonds,as delivered,shall in all instances be as described in the Final Official Statement.
(iii) At or prior to the Closing Date, the Underwriter shall receive the following documents in
such number of counterparts as shall be agreeable to the Underwriter:
(A)A final approving opinion of Bond Counsel dated the Closing Date.
(B) The Final Official Statement executed on behalf of the Issuer by a duly authorized
officer.
(C) Certified copies of the Authorizing Ordinance and all other ordinances and resolutions
of the Issuer relating to the Bonds.
(D) Certified copies of the ordinances setting rates for goods and services provided by the
System.
(E)A photocopy of fully executed and authenticated Bond No.R-1.
(F) A certificate, in form and substance satisfactory to the Underwriter, of any duly
authorized officer or official of the Issuer satisfactory to the Underwriter, dated as of the
Closing Date, to the effect that: (l) each of the Issuer's representations, warranties, and
covenants contained herein are true and correct as of the Closing Date; (2) the Issuer has
authorized,by all action necessary under the Act and the laws and Constitution of the State,the
adoption of the Authorizing Ordinance, the execution, delivery, and due performance of the
7
Bonds and the issuer Documents,and the pledge of the revenues of the System;(3)no litigation
is pending,or to the knowledge of the officer or official of the Issuer signing the certificate after
due investigation and inquiry threatened,to restrain or enjoin the issuance or sale of the Bonds
or in any way affecting any authority for or the validity of the Authorizing Ordinance, the
Bonds, the pledge of the revenues of the System,and the Issuer Documents;and (4) the Bonds
and the Issuer Documents,as executed by the Issuer,are in the form or in substantially the form
approved for such execution by appropriate proceedings of the Issuer.
(G)Evidence that Federal Form 8038E has been executed by the Issuer and will be filed in
due course with the internal Revenue Service.
(H)A written consent of Przybysz&Associates,CPAs,P.C. to the use and inclusion in the
Official Statement of the System's audited financial statements as of and for the years ended
December 31,2015 and 2014.
(I)A written opinion of an independent certified public accountant or firm of independent
certified public accountants to the effect required by Section 2.13 of the Trust Indenture,dated
as of August 1, 2004, by and between the Issuer and Citizens Bank & Trust Co., as trustee,
authorizing the issuance of the Issuer's Waterworks and Sewer Revenue Capital Improvement
and Refunding Bonds, Series 2004, for the Bonds to be issued on a parity of security with the
Series 2016 Bonds.
(J) Evidence that Assured Guaranty Municipal, Corp. has issued its Municipal Insurance
Policy and the Reserve Policy.
(K)Evidence that the Bonds have been rated"AA"by Standard&Poor's.
(L)Evidence that the Prior Bonds have been defeased.
(M) Such additional legal opinions, certificates, proceedings, instruments and other
documents as Bond Counsel or Counsel to the Issuer may reasonably request to evidence
compliance by the Issuer with legal requirements, the truth and accuracy, as of the time of
Closing, of the representations of the Issuer herein contained, and the due performance or
satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all
conditions then to be satisfied by the Issuer.
If the issuer shall be unable to satisfy the conditions to the obligations of the Underwriter
contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase
and accept delivery of the Bonds shall be terminated for any reason permitted by this. Bond
Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter
nor the Issuer shall be under further obligation hereunder; except that the respective obligations to
pay expenses,as provided in Section 11 hereof,shall continue in full force and effect.
9.The obligations of the Issuer hereunder are subject to the performance by the Underwriter of
its obligations hereunder.
8
I
10. All representations, warranties, and agreements of the Issuer shall remain operative and in
full force and effect,regardless of any investigations made by or on behalf of the Underwriter or the
Issuer, and shall suivive the Closing. The obligations of the Issuer under Section 11 hereof shall
survive any termination of this Bond Purchase Agreement by the Underwriter pursuant to the terms
hereof.
11. The Issuer, to the extent permitted by law, agrees to indemnify and hold harmless the
Underwriter, and each person, if any, who controls (as such term is defined in Section 15 of the
Securities Act of 1933, as amended) the Underwriter against any and all losses, claims, damages,
and liabilities of any kind, including the expenses of defense thereof, (a) arising out of any
statement or information contained in the Official Statement relating to the Issuer, the Bonds,
security for the Bonds,the System, use of Bond proceeds,and the description of all documents and
agreements to which the Issuer is a party that is untrue or incorrect in any material respect or the
omission from the Official Statement of any statement or information relating, to the Issuer, the
Bonds, security for the Bonds, the System, use of Bond proceeds, and the description of all
documents and agreements to which the Issuer is a party,which is necessary to make the statements
therein not misleading in any material respect,and(b)to the extent of the aggregate amount paid in
settlement of any litigation commenced or threatened arising from a claim based upon any such
untrue statement or omission if such settlement is effected with the written consent of the Issuer
(which consent shall not be unreasonably withheld). In case any claim shall be made or action
brought against the Underwriter or any controlling person (as aforesaid) based upon the Official
Statement, in respect of which indemnity may be sought against the Issuer, the Underwriter shall
promptly notify the Issuer in writing setting forth the particulars of such claim or action, and the
Issuer shall assume the defense thereof, including the retaining of counsel and the payment of all
expenses. The Underwriter or any such controlling person shall have the right to retain separate
counsel in any such action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the Underwriter's expense or the expense of such controlling person unless
the retaining of such counsel has been specifically authorized by the Issuer.
12. The Issuer will pay or cause to be paid all reasonable expenses incident to the performance
of its obligations under this Bond Purchase Agreement, including, but not limited to, mailing or
delivery of the Bonds, costs of printing the Bonds, the Preliminary and Final Official Statements,
any amendment or supplement to the Preliminary or Final Official Statement, and this Bond
Purchase Agreement, fees and disbursements of Bond Counsel, fees and expenses of the Issuer's
accountants, and fees of the Trustee and any paying agent fees. In the event this Bond Purchase
Agreement shall terminate because of the default of the Underwriter,the.Issuer will, nevertheless,
pay, or cause to be paid, all of the expenses specified above. The Underwriter shall pay all
advertising expenses in connection with the public offering of the Bonds and all other expenses
incurred by it in connection with its public offering and distribution of the Bonds.
if the Issuer defaults under this Purchase Agreement,the Underwriter may bring whatever legal
action it may have against the Issuer to recover damages,if any,incurred by it.
13. Any notice or other communication to be given to the issuer under this Bond Purchase
Agreement may be given by delivering the same in writing at its address set forth above, and any
notice or other communication to be given to the Underwriter under this Bond Purchase Agreement
9
may be given by delivering the same in writing to Raymond James&Associates,.Inc., 100 Morgan
Keegan Drive,Suite 400,Little Rock,AR 72202,Attention:Daniel Allen.
•
•
14. This Bond Purchase Agreement is made solely for the benefit of the Issuer and the
Underwriter(including the successors or assigns of the Underwriter)and no other person,including
any purchaser of the Bonds,shall acquire or have any right hereunder or by virtue hereof.
15. This Bond Purchase Agreement shall be governed by and construed in accordance with the
laws of the State.
•
16. This Bond Purchase Agreement shall become effective upon your acceptance hereof and
may be executed in several counterparts, each of which shall be regarded as an original and all of
which shall constitute one and the same document.
Very truly yours,
Raymond James&Associates,Inc.
By:
Daniel Allen,Vice President
Accepted and agreed to as of the date first
above written:
City of wren,Arkansas
1
By:
Robert '" '�"y•
10
Exhibit A
Maturities,Interest Rates,and Prices of the Bonds
Due December 1 Principal Amount Interest Rate
2017 $555,000 2.000%
2018 565,000 2.000
2019 575,000 2.000
2020 585,000 2.000
2021 600,000 2.500
2022 615,000 4.000
2023 640,000 3.000
2024 660,000 3.000
2025 675,000 3.000
2026 695,000 3.000
2027 715,000 3.000
B-1