14 • THE mississippi link
April 12 - 18, 2012
LEgal NOTICE OF NOTE SALE $11,500,000 CITY OF JACKSON, MISSISSIPPI GENERAL OBLIGATION NOTE, SERIES 2012
NOTICE IS HEREBY GIVEN that the City Council (the “Governing Body”) of the City of Jackson, Mississippi (the “City”), or its designated representative, will receive sealed proposals at the usual meeting place of the Governing Body, located in the City Hall at 219 South President Street in the City until 10:00 o’clock a.m., Mississippi time, on the 24th day of April, 2012, for the purchase, at not less than par of $11,500,000 aggregate principal amount City of Jackson, Mississippi General Obligation Note, Series 2012 (the “Note”) of the City, at which time said proposals will be publicly opened and read for the purchase of the Note.
in order to verify the accuracy of the information obtained; (c) the bidder has sufficient knowledge and experience in financial and business matters, including purchase and ownership of tax exempt and taxable municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the Note; (d) the bidder is aware that certain economic and political variables could affect the security of its investment in the Note and the bidder is able to bear the economic risks of such investment; (e) the bidder acknowledges and represents that it has not sought from Baker, Donelson, Bearman, Caldwell & Berkowitz, PC and Chambers and Gaylor Law Firm, LLP (“Special Counsel”) or received from Special Counsel, or looked or relied upon Special Counsel for any information with respect to the City or its financial condition;
The Note will be delivered in the denomination of $11,500,000, will be numbered R-1 and will be issued in registered form.
(f) the bidder is a bank as defined in Section 3(a) (2) of the Securities Act of 1933, as amended;
The Note, and each advance thereon, shall be dated the date of its delivery, will mature on May 1, 2017 and will bear interest from its date of delivery, including the date of each advance of principal on the Note, at the rate of interest specified in the proposal submitted by the successful bidder in accordance with this Notice of Sale, subject to the limitation that the Note shall not bear a greater overall maximum interest rate to maturity than eleven percent (11%) per annum as allowed by Section 75-17-101, Mississippi Code of 1972, as amended. Interest on the Note will be computed on the basis of a 360-day year.
(g) the bidder is purchasing the Note for its own account for the purpose of investment and not for resale at a profit, and it has no present intention of reselling or otherwise redistributing the Note and will not sell or transfer the Note without the prior approval of the City;
At the option of the City, the principal amount of the Note may be advanced periodically, from time to time; provided, however, that the total aggregate principal amount of all advances shall not exceed $11,500,000 and each advance must be in an amount of at least $100,000; provided, further, that the final advance may be in an amount less than $100,000. The last advance on the Note shall be no later than April 1, 2013 unless otherwise agreed to by the City and the successful bidder.
The successful bidder must agree to make a notation of the date and amount of each advance on the grid to be attached to the Note. Failure of the successful bidder to make such a notation on the Note shall not effect the obligation of the City to repay such principal advance pursuant to the terms and provisions of the Note.
Within ten (10) days of the final advance on the Note, the successful bidder shall provide the City with a principal amortization schedule for the Note providing for the payment by the City of approximately equal installments of principal and interest over a five (5) year period. Principal of the Note shall be payable at the principal corporate office of the Paying and Transfer Agent (as hereinafter defined) and shall be paid in accordance with such amortization schedule on May 1 of the years 2013 through 2017. Interest on the Note shall be payable on May 1 and November 1 of each year commencing May 1, 2013.
Interest will be payable by check or draft of a paying and transfer agent to be selected by the successful bidder for the Note and acceptable to the Governing Body (the “Paying and Transfer Agent”) made payable to the registered owner of the Note named in, and mailed to the address appearing on the registration books of the City kept and maintained by the Paying and Transfer Agent (the “Registration Books”).
The Note will be subject to redemption prior to maturity, at the option of the City, in whole or in part on any date, at the principal amount thereof together with accrued interest to the date fixed for redemption and without premium.
Notice of each such redemption shall be mailed, postage prepaid, not less than two (2) business days prior to the redemption date, to the registered owner of the Note to be redeemed at the address appearing on the Registration Books.
The Note will be issued pursuant to the provisions of Sections 17-21-51 et seq., Mississippi Code of 1972, as amended and Sections 21-33-301 et seq., Mississippi Code of 1972, as amended (together, the “Act”). The Note is being issued to provide funding for the purpose of providing funds for (a) erecting municipal buildings, and for repairing, improving, adorning and equipping the same; (b) establishing sanitary, storm, drainage or sewerage systems, and repairing, improving and extending the same; (c) constructing bridges; and (d) constructing, improving or paving streets, sidewalks, driveways, parkways, walkways or public parking facilities, and purchasing land therefor, as authorized by the Act.
The Note shall be a general obligation of the City. The full faith, credit and resources of the City shall be pledged to secure the payment of the principal of and interest on the Note and the Note shall be payable from an ad valorem tax to be levied without limit as to rate or amount upon all taxable property within the City.
The Note is to be sold at par and is to be awarded to the bidder complying with the terms hereof and offering to purchase the Note at the lowest rate of interest to the City. The Note shall bear only one rate of interest as specified in the proposal which it will bear from its date of delivery, and/or the date of each advance of principal on the Note, to its stated maturity date of May 1, 2017 or earlier redemption. Bidders must acknowledge in their respective proposals that, contemporaneously with or prior to delivery of the Note, the City shall receive from the successful bidder a document in form and substance satisfactory to the City to the effect that:
(a) the bidder has received copies of the resolution adopted by the Governing Body related to the sale, issuance, execution and delivery of the Note on April 3, 2012 (the “Resolution”) and the Resolution is in form and substance satisfactory to the bidder and has been read and fully understood by it;
(b) the bidder has conducted its own investigations, to the extent it deems satisfactory or sufficient, into matters relating to the business, properties, management, indebtedness and financial position and results of operations of the City; it has received such information concerning the City as it deems to be necessary in connection with its purchase of the Note; and during the course of such sale and prior to the purchase of the Note, it has been provided with the opportunity to ask questions of and receive answers from the City concerning the operation of the City, the financial condition of the City and the terms and conditions of the Note, and to obtain any additional information needed
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(h) while it has no present intention to resell or otherwise dispose of all or any part of the Note purchased by it, the bidder assumes responsibility for disclosing all material information in compliance with all applicable federal and state security laws in the event of its resale of the Note; and (i) the bidder and all subsequent holders of the Note will not sell the Note except to another national or state bank or similar institution which will execute an investment letter satisfactory to the City. The above limitation shall not prohibit the bidder from selling or transferring up to four (4) participation interests in the Note to national or state banks or similar institutions provided that the holders of such participation interests shall provide a document similar to the one set forth above satisfactory to the City and Special Counsel, and such holders shall have no right to sell or transfer their participation interests without prior approval of the City except to the successful bidder. All proposals must be enclosed in a sealed envelope and should be addressed to the City Council of the City of Jackson, Mississippi, at their usual meeting place located in City Hall at 219 South President Street, Jackson, Mississippi, attention: City Council of the City of Jackson, Mississippi, and worded on the outside, in substance, “Proposal for City of Jackson, Mississippi General Obligation Note, Series 2012”. The Governing Body reserves the right to reject any or all proposals as well as the right to waive any irregularity or informality in any proposal. All proposals shall be submitted on a Proposal for Purchase which may be obtained from the City’s Director of Administration, Mr. Lee A. Unger, Hood Building, Room 608, 200 South President Street, Jackson, Mississippi 39201, telephone: (601) 960-1097. In the opinion of Special Counsel, assuming compliance by the City with certain tax covenants, under existing statutes, regulations, rulings and court decisions, interest on the Note is excluded from gross income for federal income tax purposes. Furthermore, interest on the Note is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Note is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations. Special Counsel will express no other opinion regarding other federal tax consequences resulting from the ownership, receipt or accrual of interest on or disposition of the Note. In addition, Special Counsel is further of the opinion that under and pursuant to the Act, the Note and interest thereon are exempt from all income taxes imposed by the State of Mississippi. The final approving opinion of Special Counsel related to the validity and the tax exemption of the Note, together with a non-litigation certificate of the City dated the date of delivery of the Note, and a transcript of the proceedings relating to the Note will be delivered to the successful bidder without charge. The successful bidder will be given at least seven (7) business days advance notice of the proposed date of delivery of the Note when that date has been tentatively determined. The Note will be delivered in Jackson, Mississippi or such other place as the Governing Body shall designate and payment therefor shall be made in federal or other immediately available funds. The successful bidder shall have the right, at its option, to cancel its agreement to purchase the Note if the Note to be delivered by the City in accordance with the preceding paragraph is not tendered for delivery within sixty (60) days from the date of sale thereof. The City shall have the right, at its option, to cancel its agreement to sell the Note if within five (5) days after the tender of the Note for delivery the successful bidder shall not have accepted delivery of and paid for the Note. THE NOTE IS NOT BEING OFFERED AS A “QUALIFIED TAX EXEMPT OBLIGATION” FOR PURPOSES OF SECTION 265(B)(3) OF THE INTERNAL REVENUE CODE OF 1986. Notice of the acceptance and/or rejection of the Proposals for Purchase of the Note will be given within fourteen (14) days of the April 24, 2012. Further information may be obtained from the City’s Director of Administration, Mr. Lee A. Unger, Hood Building, Room 608, 200 South President Street, Jackson, Mississippi 39201, telephone: (601) 960-1097. DATED: April 5, 2012 CITY OF JACKSON, MISSISSIPPI By /s/ Harvey Johnson, Jr. Mayor 4/12/12
ADVERTISEMENT FOR BIDS DEPARTMENT OF FINANCE AND ADMINISTRATION BUREAU OF BUILDING, GROUNDS AND REAL PROPERTY MANAGEMENT JACKSON, MISSISSIPPI Sealed bids will be received at the Bureau of Building, Grounds and Real Property Management, 501 North West Street, Suite 1401 B, Jackson, Mississippi, 39201, until 2:00:00 p.m. on Thursday, 05/03/2012 , for: RE:
GS# 108-267 College of Business Building University of Southern Mississippi
at which time they will be publicly opened and read. Contract documents may be obtained from: Professional: Address: Phone:
Eley Guild Hardy Architects - Jackson, P.A. and Studio South Architects, PLLC, a Joint Venture 418 East Capitol Street Jackson, Mississippi 39201 601-354-2572
A deposit of $200.00 is required. Bid preparation will be in accordance with Instructions to Bidders bound in the project manual. The Bureau of Building, Grounds and Real Property Management reserves the right to waive irregularities and to reject any or all bids. NOTE: Telephones and desks will not be available for bidders use at the bid site. Glenn R. Kornbrek, Bureau Director Director 4/5/12, 4/12/12