ORDINANCE NO. 1627 OF 2012
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ORDINANCE NO. 1627 OF 2012
ORDINANCE PROVIDING FOR THE INCURRING OF DEBT AND ISSUANCE OF FOURTEEN MILLION EIGHT HUNDRED SEVENTY THOUSAND DOLLARS ($14,870,000) OF REFUNDING BONDS, SERIES 2012, OF THE CITY OF RUSTON, STATE OF LOUISIANA; PRE-SCRIBING THE FORM, TERMS AND CONDITIONS OF SAID BONDS; DESIGNATING THE DATE, DENOMINATION AND PLACE OF PAYMENT OF SAID BONDS; PROVIDING FOR THE PAYMENT THERE-OF IN PRINCIPAL AND INTEREST; AUTHORIZ¬ING THE AGREEMENT WITH THE PAYING AGENT; AND PROVIDING FOR THE ACCEPTANCE OF AN OFFER FOR THE PURCHASE OF SAID BONDS; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RUSTON, LOUISIANA: WHEREAS, the City of Ruston, State of Louisiana (the “Issuer”), presently has outstanding $16,043,606.60 principal amount of an outstanding Utilities Revenue Bond, Series 2005, bearing interest at the rate of 3.45% per annum and further subject to administrative fee of 0.50% per annum, final maturity, October 1, 2026, issued pursuant to an ordinance adopted by this Mayor and Board of Aldermen on June 6, 2005 (the “Refunded Bond”); and WHEREAS, the Issuer wishes to obtain debt service savings through the prepayment of the Refunded Bond and further wishes to pledge a new source of revenue for the payment of the Bond authorized herein which will be issued to prepay the Refunded Bond; and WHEREAS, Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the “Act”), authorizes the Issuer to issue bonds for the purpose of prepaying outstanding securities in an amount to effectuate the purposes for which the refunding bonds are being issued and in the manner provided by the governing authority of the Issuer; and WHEREAS, the Budget of the Issuer for the fiscal year ending September 30, 2012, shows an aggregate excess of revenues over statutory, necessary and usual charges and all other expenses for such fiscal year (including balances brought forward) in the General Fund, the Electric System Fund, the Water System Fund and the Sewer System Fund greater than the maximum principal and interest payable in any year on the Bonds authorized herein (the “Bonds”); and WHEREAS, the Issuer is not now a party to any contract pledging or dedicating its excess annual revenues above statutory, necessary and usual charges except for its Refunding Bonds, Series 2003, presently outstanding in the principal amount of $195,000, final maturity October 1, 2012 (the “Outstanding Bonds”); and WHEREAS, the State Bond Commission approved the proposed issuance of the Bonds at its meeting held on May 17, 2012; and WHEREAS, this Governing Authority wishes to provide for the sale of the Bonds at the price and in the manner hereinafter provided; and BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RUSTON, LOUISIANA:
§1. Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:
“Act” means Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.
“Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Ordinance.
“Bond” means any bonds issued by this Ordinance, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any bond previously issued.
“Bonds” means the Bonds authorized by this Ordinance in the aggregate principal amount of Fourteen Million Eight Hundred Seventy Thousand Dollars ($14,870,000).
“Bond Register” means the records kept by the Paying Agent at its principal corporate trust office in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.
“Code” means the Internal Revenue Code of 1986, as amended.
“Executive Officers” means, collectively, the Mayor and the Clerk of the Issuer.
“Fiscal Year” means the one-year accounting period beginning October 1 of each year, or such other period as may be designated by the Governing Authority as the fiscal year of the Issuer.
“Governing Authority” means the Mayor and Board of Aldermen of the City of Ruston, State of Louisiana.
“Government Securities” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are non callable prior to their maturity, may be United States Treasury obligations such as the State and Local Government Series and may be in book entry form.
“Interest Payment Date” means April 1 and October 1 of each year in which the Bonds are outstanding, commencing October 1, 2012.
“Issuer” means the City of Ruston, State of Louisiana.
“Ordinance” means this Ordinance authorizing the issuance of the Bonds, as it may be supplemented and amended.
“Outstanding” when used with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Ordinance, except:
1. Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;
2. Bonds for which payment or redemption sufficient funds have been theretofore deposited in trust for the owners of such Bonds, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Ordinance or waived;
3. Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to this Ordinance;
4. Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Ordinance or by law; and
5. Bonds for the payment of the principal (or redemption price, if any) of and interest on which money or Government Securities or both are held in trust with the effect specified in this Ordinance.
“Outstanding Parity Bonds” means the Issuer's Refunding Bonds, Series 2003, more fully described in the preamble hereto.
“Outstanding Parity Bond Ordinance” means the ordinance adopted by the Governing Authority authorizing the issuance of the Outstanding Parity Bonds.
“Owner” or “Owners” when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.
“Paying Agent” means Capital One, National Association, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Ordinance and thereafter “Paying Agent” shall mean such successor Paying Agent.
“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Purchaser” means Capital One, National Association, of Shreveport, Louisiana, the original purchaser of the Bonds.
“Record Date” for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding such Interest Payment Date.
“Refunded Bond” shall mean the Issuer's Utilities Revenue Bond, Series 2005, outstanding in the principal amount of $16,043,606.60, payable in principal installments on October 1 of the years 2012 to 2026, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.
§2. Authorization of Bonds; Maturities; Refunding of Refunded Bonds. In compliance with the terms and provisions of the Act, and other constitutional and statutory authority, and subject to the approval of the State Bond Commission, there is hereby authorized the incurring of an indebtedness of Fourteen Million Eight Hundred Seventy Thousand Dollars ($14,870,000) for, on behalf of, and in the name of the Issuer, for the purpose of prepaying the Issuer's outstanding Utilities Revenue Bond, Series 2005 and paying the costs of issuance of the Bonds, and to represent said indebtedness, this Governing Authority does hereby authorize the issuance of Fourteen Million Eight Hundred Seventy Thousand Dollars ($14,870,000) of Revenue Refunding Bonds, Series 2012, of the Issuer. The Bonds shall be in fully registered form, without coupons in the denominations corresponding to the principal amount of each maturity (one Bond per maturity) and shall be dated the date of delivery thereof. The Bonds shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing October 1, 2012, at the following rate of interest per annum and shall become due and payable and mature serially on October 1 of the years and in the amounts, as follows:
The principal of the Bonds, upon maturity, shall be payable at the principal office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check of the Paying Agent mailed by the Paying Agent to the Owner (determined as of the close of business on the Record Date) at the address shown on the Bond Register. Each Bond delivered under this Ordinance upon transfer of, in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of registration, substantially in the form provided in this Ordinance, executed by the Paying Agent by manual signature. The Bonds issued under this Ordinance shall be issued for the purpose of prepaying the Refunded Bonds through the escrow of a portion of the proceeds of the Bonds, together with other available moneys of the Issuer, including moneys in the Utilities Revenue Bond Sinking Fund and the utilities Revenue Bond Reserve Fund, in order to provide for the payment of the principal of and interest on the Refunded Bonds upon earlier redemption as provided for herein and paying the costs of issuance. Provision having been made for the orderly payment until maturity or earlier redemption of the Refunded Bonds, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Ordinance, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Bonds, and that accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that the Refunded Bonds are paid as provided in accordance with the provisions of this Resolution.
§3. Redemption Provisions. The Bonds are not callable for redemption prior to their stated dates of maturity.
§4. Registration and Transfer. The Issuer shall cause the Bond Register to be kept by the Paying Agent. The Bonds may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bond or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bond after receipt of the Bond to be transferred in proper form. Such new Bond shall be in the authorized denomination. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date.
§5. Form of Bonds. The Bonds and the endorsements to appear thereon shall be in substantially the following forms, respectively, to wit:
(FORM OF FACE OF BOND)
No. R-___ Principal Amount $_____
UNITED STATES OF AMERICA STATE OF LOUISIANA PARISH OF LINCOLN REFUNDING BOND, SERIES 2012 OF THE CITY OF RUSTON, STATE OF LOUISIANA
Bond Maturity Interest Date Date Rate ____, 2012 October 1, ___ __%
The City of Ruston, State of Louisiana (the “Issuer”), promis¬es to pay, but solely from the source and as hereinafter provided, to:
Capital One, National Association
333 Travis Street, 3rd Floor
Shreveport, LA 71101
or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Bond Date set forth above or the most recent interest payment date to which interest has been paid or duly provided for, payable on April 1 and October 1 of each year, commencing October 1, 2012 (each an “Interest Payment Date”), at the Interest Rate per annum set forth above until said Principal Amount is paid. The principal of this Bond, upon maturity, is payable in lawful money of the United States of America at the office of Capital One, National Association, in the City of ________, Louisiana, or successor thereto (the “Paying Agent”), upon presentation and surrender hereof. Interest on this Bond is payable by check mailed by the Paying Agent to the registered owner (determined as of the close of business on the 15th calendar day of the month next preceding each Interest Payment Date) at the address as shown on the registration books of the Paying Agent. This Bond is one of an authorized issue aggregating in principal the sum of Fourteen Million Eight Hundred Seventy Thousand Dollars ($14,870,000) of Refunding Bonds, Series 2012, of the Issuer (the “Bonds”) all of like tenor and effect except as to number, denomination and maturity, said Bonds having been issued by the Issuer pursuant to an ordinance adopted by its governing authority on July 9, 2012 (the “Ordinance”), for the purpose of prepaying the Issuer's outstanding Utilities Revenue Bond, Series 2005 and paying the costs of issuance of the Bonds, under the authority conferred by Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority. The Bonds are not callable for redemption prior to their stated dates of maturity. The Issuer shall cause to be kept at the principal office of the Paying Agent a register (the “Bond Register”) in which registration of the Bonds and of transfers of the Bonds shall be made as provided in the Ordinance. This Bond may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. This Bond may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Paying Agent. A new Bond will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for this transferred and assigned Bond after receipt of this Bond to be transferred in proper form. Such new Bond shall be in authorized denomination. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date and ending at the close of business on the Interest Payment Date. The Bonds, equally with the Issuer's outstanding Refunding Bonds, Series 2003 (the “Parity Bonds”) are secured by and payable solely from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the fiscal years during which the Bonds are outstanding until the Bonds have been paid in full in principal and interest. The Issuer has covenanted and agreed and does hereby covenant and agree to budget annually a sufficient sum of money to pay the Bonds and the Parity Bonds, and the interest thereon, as they respectively mature, including any principal and/or interest theretofore matured and then unpaid, and to levy and collect in each year taxes and to collect other revenues (including revenues from rates and charges for services and facilities provided by the Issuer's combined sewer and sewage treatment system, water plant and distribution system and electric light and power plant system) within the limits prescribed by law, sufficient to pay the principal of and interest on the Bonds and the Parity Bonds. The Issuer, in the Ordinance, has also entered into certain other covenants and agreements with the registered owners of the Bonds for the terms of which reference is made to the Ordinance. is Bond shall not be valid or become obligato¬ry for any purpose or be entitled to any security or benefit under the Ordinance until the certifi¬cate of registration hereon shall have been signed by the Paying Agent. It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitu¬tion and statutes of this State. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond and the issue of which it forms a part to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Bond and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitution and statutes of the State of Louisiana.
IN WITNESS WHEREOF, the City of Ruston, State of Louisiana, has caused this Bond to be executed in its name by the signatures of its Mayor and its Clerk and the corporate seal to be impressed hereon.
CITY OF RUSTON, STATE OF LOUISIANA
Clerk Emmett Gibbs Mayor Dan Hollingsworth
(FORM OF PAYING AGENT'S CERTIFICATE OF REGISTRATION) This Bond is one of the Bonds referred to in the within mentioned Ordinance.
Capital One, National Association ____, Louisiana
Date of Registration: ______, 2012 By: Authorized Officer
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please Insert Social Security or other Identifying Number of Assignee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
§6. Execution of Bonds. The Bonds, equally with the Outstanding Parity Bonds, shall be signed by the Executive Officers for, on behalf of, in the name of and under the corporate seal of the Issuer, which signa¬tures and corporate seal may be either manual or facsimile.
§7. Pledge and Dedication of Revenues. The Bonds, equally with the Outstanding Parity Bonds, shall be secured by and payable solely from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the Fiscal Years during which the Bonds are outstanding. There is hereby irrevocably pledged and dedicated to the payment of the Bonds an amount of such excess of annual revenues sufficient to pay same in principal and interest as they respectively mature. Until the Bonds shall have been paid in full in principal and interest, the Governing Authority does hereby obligate the Issuer, itself and its successors in office, to budget annually a sum of money sufficient to pay the Bonds and the Outstanding Parity Bonds and the interest thereon as they respectively mature, including any principal and/or interest theretofore matured and then unpaid, and to levy and collect in each year taxes and to collect other revenues (including revenues from rates and charges for services and facilities provided by the Issuer's combined sewer and sewage treatment system, water plant and distribution system and electric light and power plant system) within the limits prescribed by law, sufficient to pay the principal of and interest on the Bonds and the Outstanding Parity Bonds.
§8. Parity Bonds. The Issuer shall issue no other certificates, bonds or any other debt obligations (collectively, “Debt Obligations”) of any kind or nature payable from or enjoying a lien on the excess of annual revenues having priority over or parity with the Bonds, except that additional bonds may hereafter be issued on a parity with the Bonds under the following conditions: The Bonds or any part thereof, including the interest thereon, may be refunded, and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the Bonds which is not refunded, if there be any, and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds refunded; provided, however, that if only a portion of the Bonds outstanding is so refunded and the refunding bonds require total principal and interest payments during any year in excess of the principal and interest which would have been required in such year to pay the Bonds refunded thereby, then such Bonds may not be refunded without the consent of the Owner of the unrefunded portion of the Bonds issued hereunder (provided such consent shall not be required if such refunding bonds meet the requirements set forth in clause 2 of this Section). Additional Debt Obligations may be issued on and enjoy a full and complete parity with the Bonds with respect to the excess of annual reve-nues, provided that the anticipated excess of annual revenues (including fund balances) in the year in which the additional Debt Obligations are to be issued, as reflected in the budget adopted by the Governing Authority, must at least 1.2 times the combined principal and interest requirements for any calendar year on the Bonds, any such outstanding Debt Obligations and the proposed Debt Obligations. Junior and subordinate Debt Obligations may be issued without restriction. The Issuer must be in full compliance with all covenants and undertakings in connection with the Bonds and the Outstanding Parity Bonds and there must be no delinquencies in payments required to be made in connection therewith. The additional bonds must be payable as to principal on October 1st of each year, commencing not more than 2 years from the date thereof, and payable as to interest on April 1 and October 1 of each year.
§9. Sinking Fund. For the payment of the principal of and the interest on the Bonds, there shall be maintained a special fund known as “Refunding Bonds (2003) Sinking Fund”, said Sinking Fund having been heretofore established and maintained with the regularly designated fiscal agent bank of the Issuer pursuant to the provisions of the Outstanding Parity Bond Ordinance. The Issuer shall deposit in the Sinking Fund at least one (1) day in advance of the date on which each payment of principal and/or interest on the Bonds falls due, funds fully sufficient to promptly pay the maturing principal and/or interest so falling due on such date. The depository for the Sinking Fund shall transfer from the Sinking Fund to the Paying Agent funds fully sufficient to pay promptly the princi¬pal and interest falling due on such date. It shall be specifically understood and agreed, however, and this provision shall be a part of this contract, that after the funds have actually been set aside out of the revenues of any Fiscal Year sufficient to pay the principal and interest on the Bonds herein authorized for that Fiscal Year, and all required amounts have been deposited in the aforesaid Sinking Fund established for the Bonds, then any excess of annual revenues remaining in that Fiscal Year shall be free for expenditure by the Issuer for any other lawful corporate purpose. All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Ordinance shall constitute sacred funds for the benefit of the Owners, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of depos¬its of public funds. All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provi¬sions of the laws of the State of Louisiana, in which event all income derived from such invest¬ments shall be added to the General Fund of the Issuer.
§10. Budget; Audit. As long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall prepare and adopt a budget prior to the beginning of each Fiscal Year and shall furnish a copy of such budget within thirty (30) days after its adoption to the Paying Agent and the Purchaser; the Issuer shall also furnish a copy of such budget to the Owners of any of the Bonds who request the same. Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of its books and accounts to be made by the Legislative Auditor or an independent firm of certified public accountants showing the receipts and disbursements made by the Issuer during the previous Fiscal Year. Such audit shall be available for inspection by any Owner, and a copy of such audit shall be furnished to the Purchaser.
§11. Application of Proceeds. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Ordinance, to cause the necessary Bonds to be prepared, to issue, execute and seal the Bonds, and to effect delivery thereof as hereinafter provided. As a condition of the issuance of the Bonds, the Issuer hereby binds and obligates itself to:
(1) Apply an amount of the proceeds derived from the issuance and sale of the Bonds (exclusive of accrued interest, if any), together with additional moneys provided by the Issuer, including moneys in the sinking fund and revenues fund maintained for the Refunded Bond and other outstanding utilities revenue bonds, as will enable the Issuer to fully prepay the Refunded Bond in the sum outstanding as of the delivery of the Bonds, which Refunded Bonds are hereby called for redemption on the delivery date of the Bonds.
(2) Deposit accrued interest, if any, received on the delivery date of the Bonds into the Sinking Fund established by Section 9 hereof and apply said funds to pay a portion of the interest due on the Bonds on the first Interest Payment Date therefor. Accrued interest, if any, received upon delivery of the Bonds shall be invested only in Government Securities maturing on or prior to the first Interest Payment Date.
§12. Bonds Legal Obligations. The Bonds shall constitute legal, binding and valid obligations of the Issuer and shall be the only representations of the indebtedness as herein authorized and created.
§13. Ordinance a Contract. The provisions of this Ordinance shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Bonds, and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by this Governing Authority or the Issuer as a result of issuing the Bonds.No material modification or amendment of this Ordinance, or of any Ordinance amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two thirds (2/3) of the aggregate principal amount of the Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Bonds, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Bonds as the same shall come due from the revenues appro-priated, pledged and dedicated to the payment thereof by this Ordinance, or reduce the percentage of the Owners required to consent to any material modification or amendment of this Ordinance, without the consent of the Owners of the Bonds.
§14.Severability; Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Ordinance or of the Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Ordinance or of the Bonds, but this Ordinance and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provisions enacted after the date of this Ordinance which validate or make legal any provision of this Ordinance and/or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Ordinance and to the Bonds.
§15. Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with the Bonds and having determined the same to be regular, the Bonds shall contain the following recital, to wit: “It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State.”
§16. Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.
§17. Notices to Owners. Wherever this Ordinance provides for notice to Owners of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Owner, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners is given by mail, neither the failure to mail such notice to any particular Owner, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
§18. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent. All canceled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
§19. Mutilated, Destroyed, Lost or Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (2) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same maturity and of like tenor, interest rate and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this Section, the Issuer may require the payment by the Owner 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 Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen certificate shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Ordinance equally and ratably with all other outstanding bonds. Any additional procedures set forth in the Agreement, authorized in this Ordinance, shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds.
§20. Discharge of Ordinance; Defeasance. If the Issuer shall pay or cause to be paid, or there shall other¬wise be paid to the Owner, the principal of and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of the money, securities, and funds pledged under this Ordinance and all covenants, agreements, and other obligations of the Issuer to the Owner shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Ordinance to the Issuer. Bonds or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section if they are defeased in the manner provided by Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended.
§21. Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Bonds. The designation of the initial Paying Agent in this Ordinance is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution or ordinance giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exer¬cise trust powers, and subject to supervi¬sion or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.
§22. Disclosure Under SEC Rule 15c2-12. It is recognized that the Issuer will not be required to comply with the continuing disclosure requirements described in the Rule 15c-2-12(b) of the Securities and Exchange Commission [17 CFR 240.15c2-12(b)], because:
(a) the Bonds are not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities, and
(b) the Bonds are being sold to only one financial institution (i.e., no more than thirty-five persons), which (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Bonds and (ii) is not purchasing the Bonds for more than one account or with a view to distributing the Bonds.
§23. Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Inter¬nal Revenue Code of 1986 and any amendment thereto (the “Code”) in order to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Bonds to be “arbitrage bonds” or would result in the inclusion of the interest on any of the Bonds in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Bond proceeds or (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America or (iii) the use of the proceeds of the Bonds in a manner which would cause the Bonds to be “private activity bonds”. The Executive Officers are hereby empowered, authorized and directed to take any and all action and to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section.
§24. Publication. A copy of this Ordinance shall be published immediately after its adoption in one issue of the official journal of the Issuer.
§25. Award of Bonds. The Issuer hereby accepts the offer to purchase the Bonds submitted by the Purchaser pursuant to the terms and conditions set forth in the offer attached hereto as Exhibit “B” hereto, and after their execution and authentication by the Paying Agent, the Bonds shall be delivered to the Purchas¬er upon receipt by the Issuer of the agreed purchase price.
§26. Defeasance and Call for Redemption. The Issuer's $16,043,606.60 outstanding Utilities Revenue Bonds, Series 2005, consisting of all principal installments of the Bond falling due, maturing October 1, 2012 to October 1, 2026, inclusive, more fully described in Exhibit A hereto, which are being refunded by the Bonds are hereby called for redemption on the date of delivery of this issue, at the outstanding principal amount of the Refunded Bond, together with accrued interest to the call date, in compliance with the ordinance authorizing its issuance.
§27. Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.
§28. Effective Date. This Ordinance shall become effective, after final adoption and publication of the same in the manner prescribed by law.
This Ordinance was introduced on June 4, 2012, by Alderman Jim Pearce, notice of public hearing was published on June 8, 2012, and said public hearing having been held, the title having been read and the Ordinance considered, on motion to adopt, as amended, by Alderman Jim Pearce, seconded by Alderman Jedd Lewis, a record vote was taken and the following result was had:
YEA: ALDERWOMAN GLENDA HOWARD
ALDERMAN JEDD LEWIS
ALDERMAN ELMORE MAYFIELD
ALDERMAN JIM PEARCE
ALDERWOMAN MARIE S. RIGGS
WHEREUPON, the presiding officer declared the above Ordinance duly adopted on the 9th day of July, 2012.
EMMETT GIBBS, CLERK
DAN HOLLINGSWORTH, MAYOR
1td: July 13, 2012