Ordinance #12,062

AN ORDINANCE AUTHORIZING ISSUANCE, SALE AND DELIVERY OF SALES TAX REVENUE REFUNDING BONDS, SERIES 2021, OF THE CITY OF MONROE, STATE OF LOUISIANA, ALL IN THE MANNER PROVIDED FOR BY 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.

WHEREAS, the City of Monroe, State of Louisiana (the “City” or “Issuer”) has levied its one percent (1%) sales and use tax upon the sale at retail, the use, the lease or rental, the consumption or storage for use or consumption of tangible personal property and on sales of services in the City (the “Tax”), at an election held on November 8, 1994 and duly approved by a majority of the qualified electors voting at said election was as follows:

 

CITY OF MONROE SALES TAX PROPOSITION

SUMMARY: TO AUTHORIZE A 1% SALES TAX FOR 10 YEARS FOR THE PURPOSE OF CONSTRUCTING, PAVING AND IMPROVING PUBLIC STREETS IN THE CITY, INCLUDING UTILITIES RELOCATION AND INCIDENTAL SEWER AND DRAINAGE WORK REQUIRED THEREBY, WITH THE SELECTION AND PRIORITY OF SPECIFIC PROJECTS TO BE DETERMINED IN ACCORDANCE WITH THE PAVING MANAGEMENT PROGRAM APPROVED BY THE CITY ON SEPTEMBER 16,1994, INCLUDING THE FUNDING OF THE SALES TAX INTO BONDS FOR SUCH PURPOSE, WITH THE AUTHORIZATION OF THE SALES TAX TO ABATE THE LEVY OF A 2.33 MILLS TAX FOR STREETS.

Shall the City of Monroe, State of Louisiana (the “City”), under the provisions of Article VI, Section 29 of the Constitution of the State of Louisiana of 1974, and other constitutional and statutory authority, be authorized to levy and collect a tax of one percent (1%) (the “Tax”) upon the sale at retail the use, the lease or rental, the consumption, and storage for use or consumption, of tangible personal property and on sales of services in the City, all as defined in La. R.S. 47:301 through La. R.S. 47:317, for a period of ten (10) years from the date of the first levy of the Tax, with the proceeds of the Tax (after paying the reasonable and necessary costs and expenses of collecting and administering the Tax), to be deposited in the City’s general fund as required by law and dedicated and used solely for the purpose of constructing, paving and improving public streets in the City, including utilities relocation and incidental sewer and drainage work required thereby, with the selection and priority of specific projects to be determined in accordance with the Paving Management Program approved by the City on September 16, 1994, and shall the City be authorized to fund the proceeds of the Tax into bonds or other indebtedness from time to time for such purpose, to the extent and in the manner permitted by the laws of the State of Louisiana, including particularly Sub-Part F, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, and other authority supplemental thereto, with the authorization of the Tax to abate the levy of the 2.33 mills tax for streets

WHEREAS, the Tax was renewed, extended, and rededicated by the voters of the City for an additional twenty-five (25) years at an election held by the Issuer, on Saturday, May 5, 2001 (the “2001 Tax” together with the 1994 Tax the “Tax”), and the proposition which was submitted at said election and duly approved by a majority of the qualified electors voting at said election was as follows:

CITY OF MONROE PROPOSITION

(1% SALES TAX CONTINUATION AND REDEDICATION)

SUMMARY: 1% SALES TAX CONTINUATION FOR 25 YEARS AND REDEDICATION OF THE PROCEEDS FOR REIMBURSING LOANS FROM THE GENERAL FUND TO THE SEWER FUND AND CONSTRUCTING, ACQUIRING, EXTENDING, IMPROVING AND MAINTAINING (i) SEWERS AND SEWERAGE DISPOSAL WORKS, (ii) WATERWORKS IMPROVEMENTS AND FACILITIES, (iii) STREETS AND BRIDGES, (iv) DRAINS AND DRAINAGE FACILITIES, (v) POLICE STATIONS, (vi) FIRE STATIONS, TRUCKS AND APPARATUS AND (vii) PUBLIC BUILDINGS AND FACILITIES.

Shall the City of Monroe, State of Louisiana (the “City”) be authorized to continue to levy and collect a tax of one percent (1%) (the “Tax”), previously authorized at an election held on November 8, 1994, for an additional period of twenty-five (25) years commencing January 1, 2005, upon the sale at retail, the use, the lease or rental, the consumption, and storage for use or consumption, of tangible personal property and on sales of services in the City, all as defined in La. R.S. 47:301 through La. R.S. 47:317, inclusive, with the proceeds of the Tax heretofore or hereafter collected (after paying the reasonable and necessary costs and expenses of collecting and administering the Tax), to be rededicated and used for the purposes of reimbursing loans from the general fund to the sewer fund and constructing, acquiring, extending, improving and maintaining (i) sewers and sewerage disposal works, (ii) waterworks improvements and facilities, (iii) streets and bridges, (iv) drains and drainage facilities, (v) police stations (vi) fire stations, trucks and apparatus and (vii) public buildings and facilities (including acquiring all necessary land, equipment and furnishings for any of said public works, improvements and facilities, and utilities relocation related thereto), and shall the City be further authorized to fund the proceeds of the Tax into bonds from time to time for any of said capital improvements, to the extent and in the manner permitted by the laws of Louisiana, including Sub-Part F, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950?; and

WHEREAS, the Issuer previously issued its: (i) Sales Tax Revenue Bonds, Series 2006, in the original principal amount of $3,000,000; and (ii) Sales Tax Refunding Bonds, Series 2012, issued in the original principal amount of $16,860,000, specifically the 2022 through 2027 maturities thereof (collectively, the “Refunded Bonds”).  The Refunded Bonds are secured by and payable from a pledge and assignment of the net avails or proceeds of the Tax, after the reasonable and necessary costs and expenses of the collection and administration thereof have been paid therefrom (the “Net Revenues”); and

WHEREAS, in order to provide debt service reduction and/or cash flow savings to the Issuer, the City Council, acting as the governing authority (the “Governing Authority”) of the Issuer, desires to refund the Refunded Bonds pursuant to the provisions of Chapter 39, Section 501, et seq of the Louisiana Revised Statutes of 1950 (The Consolidated Local Government Public Finance Act), including provisions related to the refunding of bonds under Section 531 thereof (La. R.S. 39:531) as amended (together the “Refunding Act”) and other constitutional and statutory authority; and

WHEREAS, pursuant to the Refunding Act and by the authority granted by the Louisiana State Bond Commission (the “Bond Commission”) the Governing Authority of the Issuer, desires to issue Eleven Million Nine Hundred Ten Thousand Dollars ($11,910,000) Sales Tax Revenue Refunding Bonds, Series 2021 (the “Bonds”), in the manner authorized and provided for by the Refunding Act for the purposes of: (i) providing for a current refunding of the Refunded Bonds; and (ii) paying the costs of issuance of the Bonds (collectively, the “Refunding”); and

WHEREAS, the Issuer previously issued its: (i) Sales Tax Revenue Bonds, Series 2009, in the original principal amount of $14,000,000 (the “Series 2009 Bonds”); (ii) Sales Tax Refunding Bonds, Series 2011, in the original principal amount of $9,580,000 (the “Series 2011 Bonds”); (iii) Sales Tax Refunding Bonds, Series 2011A, in the original principal amount of $14,690,000 (the “Series 2011A Bonds”); (iv) Taxable Sales Tax Revenue Bonds, Series 2013, in the original principal amount of $11,700,000 (the “Series 2013 Bonds”), (v) Sales Tax Revenue and Refunding Bonds, Series 2017 (the “Series 2017 Bonds”) and the July 1, 2021 maturity of the Sales Tax Refunding Bonds, Series 2012 (the “Unrefunded Series 2012 Bonds”, and  together with the Series 2009 Bonds, the Series 2011 Bonds, the Series 2011A Bonds, the Series 2013 Bonds and the Series 2017 Bonds, the “Outstanding Parity Bonds”), which are secured by and payable from the Net Revenues.  Additionally, the Issuer has issued its Sales Tax Refunding Bonds, Series 2012A, in the original principal amount of $32,000,000 (the “Series 2012A”), which are secured by and payable from the Net Revenues on a subordinate basis; and

WHEREAS, the Bonds will be special and limited revenue obligations of the Issuer secured by and payable from a pledge and assignment of the Net Revenues on a parity with the Outstanding Parity Bonds, and any future obligations issued on a pari passu basis and secured by a pledge of the Tax; and

WHEREAS, it is now desired to fix the details necessary with respect to the issuance of the Bonds, and to provide for the authorization and issuance thereof, as hereinafter provided; and

NOW, THEREFORE, BE IT ORDAINED by the Governing Authority of the Issuer, that:

 

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1.  Definitions. As used herein, the following terms used herein shall have the following meanings hereto, unless the context otherwise requires:

“Additional Parity Bonds” shall mean any pari passu indebtedness hereafter issued on a parity basis with the Bonds and the Outstanding Parity Bonds with respect to the Net Revenues in accordance Section 3.6 hereto.

“Authorized Denominations” shall mean for the Bonds, minimum denominations of $100,000 and increments of $5,000 thereafter.

“Bank Bond Purchase Agreement” shall mean any Bank Bond Purchase Agreement by and between the Issuer and the Purchaser.

“Bond” or “Bonds” shall mean the Eleven Million Nine Hundred Ten Thousand Dollars ($11,910,000) original principal amount of the Issuer authorized to be issued pursuant to this Bond Ordinance as the same may be amended from time to time, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any Bonds previously issued.

“Bond Counsel” shall mean Boles Shafto, LLC, Monroe, Louisiana, as bond counsel, and their successors, or such other nationally recognized bond counsel as may be selected by the City and acceptable to the Issuer.

“Bond Holder” or “Registered Owner” or “Owner” when used with respect to any Bond, shall mean the Person in whose name such Bond is registered in the Bond Register maintained by the Paying Agent.

“Bond Ordinance” shall mean this ordinance, as further amended and supplemented as herein provided.

“Bond Register” shall mean the records kept by the Paying Agent at its principal corporate trust office in which the registration of the Bonds and transfer of the Bonds shall be made as provided herein.

“Bond Year” shall mean a year commencing on July 2 and ending on July 1 of the following year, provided, however, that the first Bond Year shall mean a year commencing on the Issuance Date and ending on July 1, 2021.

“Business Day” shall mean a day of the year other than a day on which banks located in New York, New York and the cities in which the principal offices of the Paying Agent are located are required or authorized to remain closed and on which the New York Stock Exchange is closed.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Costs of Issuance” shall mean all items of expense, directly or indirectly payable or reimbursable and related to the authorization, sale and issuance of the Bonds, including but not limited to printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees and charges for the preparation and distribution of a preliminary official statement and official statement, fees and disbursements of consultants and professionals, including Municipal Advisors, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of the Bonds.

“Default” means any Event of Default or any event or condition which, with the passage of time or giving of notice or both, would constitute an Event of Default.

“Default Rate”shall mean 3% above the current interest rate on the Bonds.

“Debt Service” for any period shall mean, as of the date of calculation, an amount equal to the sum of (i) interest payable during such period on Bonds and (ii) the principal amount of Bonds which mature during such period.

“Debt Service Fund” shall mean the Series 2021 Debt Service Fund created and established in Article VI hereof.

“Defeasance Obligations”shall mean

(a) Cash, or

(b) Government Securities, or

(c) Evidences of ownership of proportionate interests in future interest and principal payments of Government Securities. Investments in such proportionate interests must be limited to circumstances wherein (i) a bank or trust company acts as custodian and holds the underlying Government Securities; (ii) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying Government Securities; and (iii) the underlying Government Securities are held in a special account separate from the custodian’s general assets, and are not available to satisfy any claim of the custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated.

“Escrow Agent” shall mean initially Regions Bank, Baton Rouge, Louisiana, until a successor Escrow Agent shall have become such pursuant to the applicable provisions of this Bond Ordinance, and thereafter “Escrow Agent” shall mean such successor Escrow Agent.

“Events of Default” shall have the meaning set forth in Section 6.1 hereof.

“Executive Officers”shall mean, collectively, the Mayor (including any official acting Mayor) and the Clerk of the Issuer.

“Municipal Advisor” shall mean Government Consultants, Inc. Baton Rouge, Louisiana.

“Fiscal Agent Bank” shall mean the fiscal agent bank of the Issuer and any successor Fiscal Agent Bank so appointed by the Issuer.

“Fiscal Year” shall mean the one-year period commencing on May 1 of each year, or such other one year period as may be designated by the Governing Authority as the fiscal year of the Issuer.

“Governing Authority” shall mean the Mayor and City Council of the Issuer.

“Government Securities” shall mean direct general obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which may be United States Treasury Obligations such as the State and Local Government Series and may be in book‑entry form.

“Interest Payment Date” shall mean each July 1 and January 1, or if any July 1 or January 1 is not a Business Day, to the next succeeding Business Day, commencing July 1, 2021.

“Issuance Date” shall mean the date the Bonds are delivered to the purchaser(s) thereof.

“Issuer” or “City”shall mean the City of Monroe, Louisiana.

“Net Revenues” shall mean the Tax Revenues after payment of the reasonable and necessary costs and expenses of collecting and administering the Tax.

“Outstanding Parity Bonds”shall mean the Issuer’s following outstanding Sales Tax Revenue Bonds: (i) Series 2009 Bonds, (ii) Series 2011 Bonds, (iii) Series 2011A Bonds, (iv) Series 2013 Bonds, (v) Series 2017 Bonds and (vi) Unrefunded Series 2012 Bonds.

“Paying Agent Agreement” shall mean the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Bond Ordinance.

“Placement Agent” shall mean Crew and Associates, Little Rock, Arkansas.

“Person” shall mean any individual, corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

“Principal Payment Date” shall mean July 1 of each year, commencing July1, 2021.

“Proceeds” or “Bond Proceeds” shall mean the revenues derived by the City from the sale of the Bonds

“Proceeds Fund” shall mean the Series 2021 Proceeds Fund created and established in Article V hereof

“Purchaser” shall mean with respect to the Bonds, Key Government Finance, Inc., the initial purchaser of the Bonds from the Issuer.

“Qualified Investments” means the following, provided that the same are at the time legal for investment of the Issuer’s funds:

(a)  Government Securities, including obligations of any of the Federal agencies set forth in clause (ii) below to the extent unconditionally guaranteed by the United States of America, and CATS, TIGRS and/or STRIPS

(b) direct obligations and fully guaranteed certificates of beneficial interest of the Export-Import Bank of the United States; senior debt obligations of the Federal Home Loan Banks; debentures of the Federal Housing Administration; guaranteed mortgage-backed bonds and guaranteed pass-through obligations of the Government National Mortgage Corporation; guaranteed Title XI financings of the U.S. Maritime Administration; mortgage-backed securities and senior debt obligations of the Federal National Mortgage Association; and participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation (collectively, “Agency Obligations”);

(c) certificates of deposit, savings accounts, deposit accounts or money market deposits of any bank or trust company organized under the laws of the State or any national banking association having its principal office in the State which has a combined capital surplus and undivided profit of not less than [three million dollars ($3,000,000)] (including the Paying Agent) which are fully insured by the Federal Deposit Insurance Corporation or fully collateralized in the manner provided by Louisiana law;

(d) general obligation bonds or other direct obligations of any state or a political subdivision or public corporation of any state, the interest on which is exempt from federal income taxes, provided that such bonds are rated at the time the investment is made by Moody’s Investors Service and Standard & Poor’s Corporation in one of the two highest rating categories; and

(e) money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating of S&P of AAAm-G; AAAm; or AAm.

“Record Date” shall mean, with respect to an Interest Payment Date and Principal Payment Date, the close of business on the fifteenth day of the calendar month next preceding such respective Interest Payment Date or Principal Payment Date.

“Redemption Price” shall mean, when used with respect to a Bond, the principal amount thereof plus the applicable premium, if any, payable upon redemption thereof pursuant to this Bond Ordinance.

“Refunding”shall mean (i) currently refunding the Refunded Bonds, through the issuance of Eleven Million Nine Hundred Ten Thousand Dollars ($11,910,000) of Sales Tax Revenue Refunding Bonds, Series 2021; and (ii) paying the costs of issuance of the Bonds.

“Refunding Act” shall mean the applicable provisions of Chapter 39, Section 501 et seq of the Louisiana Revised Statutes of 1950, including the provisions related to the refunding of bonds under Section 531 thereof La. R.S. 39:531, as amended.

“Sales Tax Fund” shall mean the 2001 Sales Tax Bond Fund created by the 2001 Sales Tax bond ordinance and referenced in Section 6.1 hereof.

“State” shall mean the State of Louisiana.

“Subordinate Bonds” shall mean the Series 2012A Bonds.

“Tax” shall mean the one percent (1%) sales and use tax approved by the voters of the City on November 8, 1994 and May 5, 2001.

“Tax Revenues” shall mean all revenues to be derived by the Issuer from the Tax, including earnings thereon while such funds are on deposit in the Sales Tax Fund.

SECTION 1.2. Interpretation.  In this Bond Ordinance, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and (c) the title of the offices used in this Bond Ordinance shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.

 

ARTICLE II

AUTHORIZATION AND ISSUANCE OF BONDS

SECTION 2.1. Authorization of Bonds.  Pursuant to the provisions of this Bond Ordinance and the Refunding Act, approval by the Bond Commission and other constitutional and statutory authority, there is hereby authorized the incurring of an indebtedness of Eleven Million Nine Hundred Ten Thousand Dollars ($11,910,000) Sales Tax Refunding Bonds, Series 2021 (the “Bonds”), for, on behalf of and in the name of the Issuer, for the purposes of: (i) refunding the Refunded Bonds, and (ii) paying the costs of issuance of the Bonds.

The Bonds shall bear interest at a rate of 1.076% per centum per annum.

The Bonds will be issued on parity as to security and source of payment with the Outstanding Parity Bonds and will be senior to the Subordinate Bonds.  This Bond Ordinance provides for and creates a continuing lien to secure the full and final payment of the principal of redemption, premium, as set forth herein, and interest on all Bonds.

The Bonds shall not constitute an indebtedness or pledge of the general credit of the Issuer within the meaning of any constitutional or statutory provision relating to the incurring of indebtedness, and each Bond shall contain a recital to that effect.

SECTION 2.2. Bond Ordinance to Constitute Contract.  In consideration of the purchase and acceptance of the Bonds by Purchaser, the provisions of this Bond Ordinance shall be a part of the contract of the Issuer with the Purchaser of the Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the Purchaser from time to time of the Bonds.  The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, each of which Bonds, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Ordinance.

SECTION 2.3. Pledge Effected by this Bond Ordinance.  There are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for the payment of the Bonds in principal and interest as they shall respectively become due and payable, and for the other purposes herein set forth, the Tax Revenues, subject only to the payment of the reasonable and necessary costs and expenses of collecting and administering the Tax.  It is the intention of the Issuer that, to the fullest extent permitted by law, including, but not limited to the Refunding Act, this pledge shall be valid and binding from the time when it is made, that the Tax Revenues so pledged and then or thereafter received by the Issuer shall immediately be subject to the lien of such pledge without any physical delivery or further act, and that the lien of such pledge and the obligation to perform the contractual provisions herein contained shall have priority over any or all other obligations and liabilities of the Issuer, with the exception only of the payment of the reasonable and necessary costs and expenses of collecting and administering the Tax, and that this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Issuer, irrespective of whether such parties have notice thereof.  Said Tax Revenues shall be set aside in the Sales Tax Fund and shall be and remain pledged for the security and payment of the Bonds in principal and interest, and for all other payments provided for in, or contemplated by, this Bond Ordinance until the Bonds shall have been fully paid and discharged.

The Issuer, by proper ordinances, hereby obligates itself to continue to impose and collect the Tax, and further obligates itself not to discontinue or decrease or permit to be discontinued or decreased such Tax in anticipation of the collection of which the Bonds are to be issued, nor in any way make any change which would diminish the amount of the Tax Revenues to be received by the Issuer until all of the Bonds payable therefrom are satisfied and fully discharged

SECTION 2.4. Form of Bonds.  The Bonds shall be in substantiallythe form set forth in Exhibit “A” hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Refunding Act and this Bond Ordinance as well as any changes required by Bond Counsel.

SECTION 2.5.  Denominations, Dates, Maturities and Interest.  The Bonds shall initially be issued in form of a single term bond numbered R-1 in Authorized Denominations and shall be dated the date of delivery thereof, shall bear interest from date thereof on a 30/360 basis or the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on July 1, 2021, and semiannual thereafter on January 1 and July 1 of each year.  The Bonds shall be issued initially in the form of one (1) Term Bond in the full principal amount at the interest rate per annum as follows:

Par Amount	Interest Rate	Maturity
$11,910,000	1.076%	July 1, 2027

 

Upon the occurrence of a payment Event of Default, the delinquent amount shall bear interest at the Default Rate during the time that such Event of Default continues to exist.  If such Event of Default exists for a period in excess of 90 days, the entire principal amount of the Bond shall bear interest at the Default Rate until such Event of Default is cured.

SECTION 2.5. Method and Place of Payment. The principal and interest on the Bonds shall be payable in lawful money of the United States of America.  Such amounts shall be paid by the Paying Agent on the applicable Payment Dates, by wire by the Paying Agent to the Purchaser on the applicable Record Date pursuant to wire instructions provided by the Purchaser .

SECTION 2.6. Issuance of Refunding and Additional Parity Bonds.  The Issuer shall issue no other refunding bonds or Additional Parity Bonds of any kind or nature payable from or enjoying a lien on the Net Revenues having priority over or parity with the Bonds except that Additional Parity Bonds may hereafter be issued on a parity basis with the Bonds under the following conditions:

(a) The Bonds herein authorized 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).

(b) Additional Parity Bonds may be issued on and enjoy a full and complete parity with the Bonds with respect to the Net Revenues, provided if the average annual revenues derived by the Tax for the two completed Fiscal Years immediately preceding the issuance of the Additional Parity Bonds must have been not less than 135% the maximum annual debt service on the Bonds, any Outstanding Parity Bonds, and the proposed Additional Parity Bonds, secured by the Tax.

(c) Junior and subordinate bonds may be issued without restriction.

(d) The Issuer must be in full compliance with all covenants and undertakings in connection with the Bonds and there must be no delinquencies in payments required to be made in connection therewith.

The Issuer represents covenants and agrees that, upon issuance of the Bonds, there shall be no other obligations of the Issuer having a lien on Net Revenues senior in right or priority of payment to the rights and priorities benefiting the Bonds.  The Issuer shall not hereafter issue any bonds having a lien prior to the lien benefiting the Bonds and shall take no action that would impair the rights of holder of Bonds to the Net Revenues and any other security pledged hereunder, except as provided in Section 2.6 hereof, and shall use its best efforts to protect and maintain the pledge contained in Section 2.3 of this Bond Ordinance.

 

SECTION 2.7.  Execution of the Bonds.

(a)   Unless otherwise prescribed by any amendment of or supplement to this Bond Ordinance, the Bonds shall be executed in the name of and on behalf of the Issuer by the Authorized Officers and the seal of the Issuer shall be impressed or reproduced thereon. Such officers may employ facsimiles of their signatures.

(b) In case any officer whose signature or facsimile signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signatures or such facsimiles shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office.

SECTION 2.8.  Security for Payment of Bonds.  The Bonds shall be payable from, and shall be secured by a pledge of, and a lien upon, the Net Revenues.

SECTION 2.9   Regularity of Proceedings.  The Governing Authority, having investigated the regularity of the proceedings had in connection with the issuance of the Bonds, and having determined the same to be regular, each of 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.”

ARTICLE III

OPTIONAL REDEMPTION

SECTION 3.1. Redemption of Bonds.

The principal installments of the Bonds are subject to optional redemption in whole, but not in part, prior to their stated maturity dates, subject to a redemption price as follows:

Date of Redemption……………………………Redemption Price

Prior to June 2, 2026………………………….102.5%

From and after June 2, 2026……………….100.0%

 

The principal installments on the Bonds are subject to mandatory sinking fund redemption on each July 1 as detailed below.

Date (July 1)	Amount
2021	$  280,000
2022	1,960,000
2023	1,995,000
2024	2,025,000
2025	1,945,000
2026	1,855,000
2027	1,850,000

ARTICLE IV

APPLICATION OF PROCEEDS

SECTION 4.1.  Application of Bond Proceeds.  On the Issuance Date, the purchase price of the Bonds will be paid by the Purchaser to the Issuer by delivery to the Paying Agent.  On the Issuance Date, the net proceeds of the sale of the Bonds shall be deposited into a special fund designated the “Series 2021 Sales Tax Revenue Refunding Bonds Proceeds Fund” (the “Proceeds Fund”) for use by the Paying Agent for the purpose of refunding the Refunded Bonds and paying the Costs of Issuance and no further authority shall be necessary for the expenditure of such funds for such purposes, the procedures for which shall be more fully described in the Paying Agent Agreement.

 

ARTICLE V

FLOW OF FUNDS

SECTION 5.1.  Flow of Funds.  In order that the principal of and the interest on the Bonds and the Outstanding Parity Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer covenants as follows: all of the avails or proceeds derived from the levy and collection of the Tax shall continue to be deposited daily as the same may be collected in a separate and special bank account maintained with the regularly designated fiscal agent of the Issuer and designated as the “2001 Sales Tax Bond Fund” (the “Sales Tax Fund”). The Sales Tax Fund shall constitute a dedicated fund of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the purposes designated in the proposition authorizing the levy of the Tax. Out of the funds on deposit in the Sales Tax Fund, the Issuer shall first pay all reasonable and necessary costs and expenses of collection and administration of the Tax. After payment of such costs and expenses, then the remaining Net Revenues shall be administered and used in the following order of priority and for the following express purposes:

(a)        The “Series 2021 Sales Tax Debt Service Fund” (the “Debt Service Fund”), is hereby established and to be maintained and held by the fiscal agent of the Issuer, sufficient in amount to pay promptly and fully the principal of and the interest on the Bonds by transferring from the Sales Tax Fund to the Debt Service Fund, monthly in advance on or before the 20th day of each month of each year, a sum equal to one-sixth (1/6) of the interest falling due on the next Interest Payment Date and one-twelfth (1/12) of the principal falling due on the next principal payment date, together with such additional proportionate sum as may be required to pay said principal and interest as the same respectively become due. Issuer shall transfer from the Debt Service Fund to the Paying Agent, at least three (3) days in advance of the date on which payment of principal or interest falls due, immediately available funds fully sufficient to pay promptly the principal and interest so falling due on such date.

(b)        All or any part of the moneys in the Sales Tax Fund, or the Debt Service Fund shall at the written request of the Governing Authority be invested in Qualified Investments maturing in five (5) years or less, in which event all income derived from such investments shall be added to the Sales Tax Fund, and such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which the Sales Tax Fund has been created.

 

(c)        Any moneys remaining in the Sales Tax Fund on the 20th day of each month in excess of all reasonable and necessary expenses of collection and administration of the Tax and after making the required payments into the Debt Service Fund for the current month and for prior months during which the required payments may not have been made, shall be considered as surplus. Such surplus may be used by the Issuer for any of the purposes for which the Tax is authorized or for the purpose of retiring Bonds in advance of their maturities, either by purchase of Bonds then outstanding at prices not greater than the then redemption prices of said Bonds, or by redeeming such Bonds the prices and in the manner set forth in this Bond Ordinance.

 

(d)       The Purchaser hereby waives any claim to any existing reserve fund associated with the Outstanding Parity bonds or any future Additional Parity Bonds.

 

ARTICLE VI

EVENTS OF DEFAULT

 

SECTION 6.1. Events of Default/Remedies.  The occurrence of one or more of the following events shall be an Event of Default under this Bond Resolution and under the Bonds:

(a) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise; or

(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; or

(c) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in this Bond Ordinance, any supplemental resolution or in the Bonds contained and such default shall continue for a period of thirty (30) days after written notice thereof to the Issuer by the Owners of not less than 25% of the Bonds outstanding; or

(d)  any representation or warranty of the Issuer herein or in any document executed and delivered in connection herewith proves to be untrue or false in any material respect; or

(e) if the Issuer shall file a petition or otherwise seek relief under any federal or State bankruptcy law or similar law.

Upon the happening and continuance of any Event of Default, the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made in the Refunding Act or in any provision of applicable law.

 

SECTION VII.

MISCELLANEOUS

SECTION 7.1.  Purpose of Covenants in Prior Bond Ordinances and this Bond Ordinance.  Except as provided for in Section 5.1(d) above, every covenant, undertaking and agreement made on behalf of the Issuer, as set forth in any prior sales tax bond ordinances and in this Bond Ordinance is made, undertaken and agreed to, for the proper securing of the payment of the principal of and interest on the Bonds.

SECTION 7.2.  Effect of Invalidity of Provisions of this Bond Ordinance.  If any section, paragraph, clause or provision of this Bond Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Bond Ordinance.

SECTION 7.3.  No Recourse on Bonds.  No recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or on this Bond Ordinance against any elected official or officer of the Issuer or any person executing the Bonds.

SECTION 7.4. Discharge of Bond Resolution.  If the Issuer shall pay or cause to be paid, or there shall be paid to the Owner(s) of all outstanding Bonds, the principal (and redemption price) of and interest on the Bonds, at the times and in the manner stipulated in this Bond Resolution, then the pledge of the Net Revenues of the Tax or any other money, securities, and funds pledged under this Bond Resolution and all covenants, agreements, and other obligations of the Issuer to the Lender of Bonds 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 Bond Resolution to the Issuer.

SECTION 7.5.  Defeasance.  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. Bonds shall be deemed to have been paid, prior to their maturity, within the meaning and with the effect expressed above in this Section if there shall have been deposited in trust either money in an amount which shall be sufficient, or other Defeasance Obligations the principal of and the interest on which when due will provide money which, together with the money, if any, deposited in trust with the Paying Agent at the same time, shall be sufficient to pay when due the principal of, premium, if any, and interest to become due on such Bonds on and prior to the stated maturity all as confirmed in a verification report issued by an independent certified public accountant. Neither Defeasance Obligations nor money deposited in trust pursuant to this Section, nor principal or interest payments on any such Defeasance Obligations, shall be withdrawn or used for any such purpose other than, and shall be held in trust for, the payment of the principal of and interest on such Bonds. Any cash received from such principal of and interest on such investment securities deposited in trust, if not needed for such purpose, shall, to the extent practicable, be reinvested in Defeasance Obligations (which may be non-interest bearing) maturing at times and in amounts sufficient to pay when due the principal, premium, if any, and interest on such Bonds on and prior to the maturity thereof, and interest earned from such reinvestments shall be paid over to the Issuer as received by the depositary, free and clear of any trust, lien, or pledge. Any payment for Defeasance Obligations purchased for the purpose of reinvestment as aforesaid shall be made only against delivery of such Defeasance Obligations.

SECTION 7.6.  Bonds are not “Bank-Qualified”.  The Bonds are not designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.

SECTION 7.7.  Privately Negotiated Loan.  The Issuer acknowledges and agrees that the Purchaser is purchasing the Bonds as evidence of a privately negotiated loan and in that connection the Bond shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service.

SECTION 7.8.  Publication of this Bond Ordinance.  A copy of this Bond Ordinance shall be published immediately after its adoption in one issue of the official journal of the Issuer, as soon as possible after its adoption.

SECTION 7.9.  Repealing Clause.  All ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistencies.

SECTION 7.10.  Amendment.  Any amendment, modification and/or waiver of this Bond Ordinance will require the consent in writing by the Purchaser.

SECTION 7.11.  Waiver.  No consent or waiver, expressed or implied, to or of any breach or default in the performance of any obligation under this Bond Ordinance shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

SECTION 7.12.  A Financial Statement.  The Issuer shall provide to the Purchaser or its permitted assigns with, or post to EMMA, the annual audited financial statement of the Issuer and its operating statistics, within 270 days of Issuer’s fiscal year end.  Issuer shall provide any other financial reports as Purchaser may reasonably request.

 

This Bond Ordinance having been submitted to a vote, the vote thereon was as follows:

YEAS: Harvey, Ezernack, Woods, Marshall & Dawson

NAYS: None.

ABSTAIN: None.

ABSENT: None.

And the Bond Ordinance was declared adopted, on this, the  8th day of  June 2021.