OFFERED BY Councilman Birdex Copeland, Jr. and seconded by Councilman Cathy Holmes: RESOLUTION NO. 6 of 2012
OFFERED BY Councilman Birdex Copeland, Jr. and seconded by Councilman Cathy Holmes:
RESOLUTION NO. 6 of 2012
A RESOLUTION GRANTING PRELIMINARY APPROVAL FOR THE CONSENT AND AUTHORITY TO ISSUE, SELL AND DELIVER NOT EXCEEDING ONE MILLLION THREE HUNDRED FORTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,345,000) UTILITIES REVENUE REFUNDING BONDS, SERIES 2012, OF THE CITY OF GRAMBLING, STATE OF LOUISIANA, ALL IN THE MANNER PROVIDED FOR BY CHAPTER 14-A OF TITLE 39 OF THE LOUISIANA REVISED STATUTES OF 1950, AS AMENDED, AND OTHER CONSTITUTIONAL AND STATUTORY AUTHORITY SUPPLEMENTAL THERETO; MAKING APPLICATION TO THE LOUISIANA STATE BOND COMMISSION FOR APPROVAL OF SAID BONDS AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH.
WHEREAS, the City of Grambling, State of Louisiana (the “Issuer”) has heretofore issued its $1,170,000 Utilities Revenue Bonds, Series 1993 and its $1,250,000 Utilities Revenue Bonds, Series 1995 (the “Prior Bonds”); and WHEREAS, in order to provide debt service reductions and savings to the Issuer, the Issuer desires to currently refund the Prior Bonds, pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the “Refunding Act”), and other constitutional authority through the issuance of refunding bonds; and WHEREAS, pursuant to the Refunding Act, and subject to the approval of the Louisiana State Bond Commission, the Issuer desires to accomplish the refunding through the issuance of not exceeding One Million Three Hundred Forty-Five Thousand and No/100 Dollars ($1,345,000) Utilities Revenue Refunding Bonds, Series 2012 (the “Bonds”), to be payable as provided in the Refunding Act; and WHEREAS, the Issuer desires to make formal application to the Louisiana State Bond Commission for approval of the Refunding Bonds, and further to employ bond counsel in connection therewith. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Grambling (the “Council”), acting as the governing authority of the Issuer (the “Governing Authority”), that:
SECTION 1. Preliminary Approval. Application be and the same is hereby formally made to the Louisiana State Bond Commission for consent and authority for the City of Grambling, State of Louisiana (the “Issuer”), to issue, sell and deliver not exceeding One Million Three Hundred Forty-Five Thousand and No/100 Dollars ($1,345,000) Utilities Revenue Refunding Bonds, Series 2012 of the Issuer (the “Bonds”), to bear interest at a fixed rate or rates not exceeding four and twenty-five hundredths percent (4.25%) per annum, to mature no later than twenty years from the date of issuance, all in the manner provided for by Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority supplemental thereto, for the purpose of (i) currently refunding the Prior Bonds; (ii) paying the costs of issuance of the Bonds including a debt service reserve fund, if required, which Bonds shall be secured by and payable solely from a pledge and dedication of the income and revenues derived or to be derived from the operation of the Issuer's combined waterworks and sewerage system (the “System”).
SECTION 2. State Bond Commission Approval. A certified copy of this resolution shall be forwarded to the Louisiana State Bond Commission by the Issuer's bond counsel, together with a letter requesting the prompt consideration and approval of this application.
SECTION 3. Publication; Peremption. This resolution shall be published as soon as possible in the official journal of the Issuer or in a newspaper of general circulation within the Issuer. For a period of thirty (30) days from the date of such publication, any person in interest may contest the legality of this resolution, any provision of the Bonds to be issued pursuant hereto, and the provisions made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds. After said thirty (30) days, no person may contest the regularity, formality, legality or effectiveness of this resolution, any provisions of the Refunding Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatsoever. Thereafter, it shall be conclusively presumed that the Refunding Bonds are legal and that every legal requirement for the issuance of the Refunding Bonds has been complied with. No court shall have authority to inquire into any of these matters after said thirty (30) days.
SECTION 5. Bond Counsel. This Governing Authority finds and determines that a real necessity exists for the employment of special bond counsel in connection with the issuance of the Bonds. The Boles Law Firm, APC, Monroe, Louisiana, is hereby employed to do and perform comprehensive legal and coordinate professional work as bond counsel with respect to the issuance and sale of the Bonds. Said bond counsel shall prepare and submit to this governing authority for adoption of all of the proceedings incidental to the authorization, issuance, sale and delivery of such Bonds, shall counsel and advise this governing authority as to the issuance and sale thereof and shall furnish its opinion covering the legality of the issuance of the Bonds. The fee of said bond counsel shall be fixed at a sum not exceeding the maximum fee allowed by the Attorney General of the State of Louisiana's fee schedule for comprehensive, legal and coordinate professional work in connection with the issuance of revenue bonds and based on the amount of the Bonds actually issued, sold, delivered and paid for, plus “out-of-pocket” expenses, said fees to be contingent upon the issuance, sale and delivery of said Bonds. A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of said employment and of the fees herein designated.
SECTION 6. Financial Advisor. Comer Capital Group, LLC of Jackson, Mississippi is hereby appointed and employed as financial advisor in connection with the Bonds, any compensation to be subsequently approved by the Issuer and to be paid from the proceeds of the Bonds and contingent upon issuance of the Bonds and bond counsel is authorized and directed to prepare necessary documents appertaining thereto and to present them for further action by this Governing Authority.
SECTION 7. Professionals To Proceed. The bond counsel and the financial advisor are hereby authorized and directed to proceed with the refunding and bond counsel is authorized and directed to prepare necessary documents appertaining thereto and to present them for further action by this Governing Authority. The Mayor is authorized to take any and all steps to conclude this transaction, and all action heretofore taken in furtherance of these resolutions are ratified, confirmed and approved.
SECTION 8. Effective Date. This resolution shall become effective immediately upon adoption hereof.
SECTION 9. State Bond Commission Swap Policy. By virtue of Issuer's application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission's approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) is expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the “State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.”, adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.
This Resolution having been submitted to a vote, the vote thereon was as follows:
YEAS: Council member Birdex Copeland, Jr., Council member Yanise Days, Councilmember Cathy Holmes, Councilmember Roy Jackson, and Council member Cullen Jackson
And the resolution was declared adopted, on this, the 1st day of November, 2012.
Pamela J. Stringfellow, Clerk Edward Jones, Mayor
STATE OF LOUISIANA
PARISH OF LINCOLN
I, the undersigned Clerk of the City Council (the “Governing Authority”), the governing authority of the City of Grambling, State of Louisiana (the “Issuer”), do hereby certify that the foregoing four (4) pages constitute a true and correct copy of a resolution adopted by said Governing Authority on November 1, 2012, making application to the Louisiana State Bond Commission for consent and authority to issue, sell and deliver not exceeding One Million Three Hundred Forty-Five Thousand and No/100 Dollars ($1,345,000) Utilities Revenue Refunding Bonds, Series 2012, of the City of Grambling, Parish of Lincoln, State of Louisiana, all in the manner provided for by Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority supplemental thereto and providing for other matters in connection therewith.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the City of Grambling, Louisiana, on this, the 1st day of November, 2012.
Pamela J. Stringfellow, Clerk
1td: January 28, 2013