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NOTICE
Hon. Denise Maddox, Chairman of the Council of the City of DeQuincy, State of Louisiana, stated that the following ordinance, having been introduced on April 8, 2019, and having been published by title within fifteen (15) days of introduction in the official journal of the City on April 17, 2019, was ready for final adoption. Thereupon, it was moved by Councilman Judy Landry, seconded by Council Mark Peloquin,that the following ordinance be adopted.
ORDINANCE NO. 913
An ordinance authorizing the issuance of One Million Two Hundred Thousand Dollars ($1,200,000) of Sales Tax Bonds, Series 2019, of the City of DeQuincy, State of Louisiana; prescribing the form, terms and conditions of such Bonds and providing for the payment thereof; providing for the acceptance of offers for the purchase of the Bonds; authorizing an agreement with a Paying Agent; and providing for other matters in connection therewith.
WHEREAS, the City of DeQuincy, State of Louisiana (the “Issuer”), pursuant to an election held on November 2, 2010, is authorized to levy a 1 % sales and use tax through December 3l, 2035 (the “Tax”), at which election the following proposition was approved by a majority of the qualified voters voting therein:
PROPOSITION
SUMMARY: A CONTINUED AND REDEDICATED 1% SALES AND USE TAX, WITH AUTHORITY FOR THE CITY OF DEQUINCY, LOUISIANA (THE “CITY”) TO LEVY AND COLLECT A 1% SALE AND USE TAX FOR A PERIOD OF 25 YEARS BEGINNING JANUARY 1, 2O11 (THE “TAX”) WITH COLLECTIONS FROM THE LEVY OF THE TAX ESTIMATED TO BE $494,175 FOR ONE CALENDAR YEAR DEDICATED AND USED FOR CONSTRUCTING, OPERATING, MAINTAINING, AND IMPROVING, SEWERAGE AND SEWERAGE DISPOSAL WORKS, WASTEWATER SYSTEMS. AND OTHER OPERATING EXPENSES OF AND WORKS OF PUBLIC IMPROVEMENT WITHIN THE CITY: AND AUTHORITY TO FIND THE TAX AVAILS INTO BONDS FOR SUCH PURPOSES; AND CONTINGENT UPON SUCCESSFUL PASSAGE OF THIS PROPOSITION UPON FIRST LEVY OF THE TAX TO CANCEL AND TERMINATE THE EXISTING 1% SALES AND USE TAX CURRENTLY LEVIED AND COLLECTED BY THE CITY.
Shall The City of DeQuincy, Louisiana (the “City”) pursuant to Article M, Sections 29 and 30 of the Louisiana Constitution of 1974. and other constitutional and statutory authority, be authorized to levy and collect a sales and use tax of one percent (l%), for a period of25 years beginning January l, 2011, with collections from the levy of the tax estimated to be $494,175 for one calendar year, upon the sale at retail, use, lease or rental, consumption and storage for use or consumption of tangible personal property and on sales of services within the City, all as presently or hereafter defined in La. R.S.47:301 to 317, inclusive (the “Tax”), with the avails of the Tax (after paying reasonable and necessary costs of collecting and administrating the Tax) dedicated and used for the purpose of constructing, acquiring, operating, maintaining, or improving sewerage and sewerage disposal works, wastewater systems, and other operating expenses of and works of public improvement within the City of DeQuincy, title to which shall be in the public; and, authorization to fund avails of the tax into bonds in various series at various times, to be used to fund the capital costs of improvements within the City, as permitted by Louisiana law, including Sub-Part F, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended; and, upon successful passage of this proposition and initial levy of the Tax to permanently cancel and terminate the existing l% sales and use tax authorized by an election on October 22. 1983?
WHEREAS, this City Council of the City of DeQuincy, State of Louisiana (the Governing Authority”), acting as the governing authority of the Issuer, now wishes to issue One Million Two Hundred Thousand Dollars ($1,200,000) of Sales Tax Bonds, Series 2019 (the Bonds,’), payable from and secured by an irrevocable pledge and dedication of the avails or proceeds of the Tax for the purpose of constructing and acquiring improvements, extensions and replacements to the Issuer’s sewerage collection and disposal system, including equipment, fixtures and appurtenances therefor and paying costs of issuance of the Bonds; and
WHEREAS, the Issuer presently has outstanding no bonds or other indebtedness of any kind or nature payable from or enjoying a lien on the revenues of the Tax; and
WHEREAS, it is estimated that the revenues of the Tax in calendar year 2019 will be at least $560,000, and the maturities of the Bonds will be arranged such that the total amount of principal and interest falling due in any year on the Bonds will never exceed 75% of the revenues of the Tax estimated to be received by the Issuer in the calendar year in which the Bonds are to be issued; and
WHEREAS, it is the further desire of the lssuer to provide for the sale of the Bonds to the Purchasers (hereinafter defined) and prescribe the form, terms and conditions of the Bonds;
NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of DeQuincy, State of Louisiana (the “lssuer”), acting as the governing authority of the Issuer, that:
SECTION 1. Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:
“Act” means Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950. as amended, and other constitutional and statutory authority supplemental thereto.
“Additional Parity Bonds” shall mean any additional pari passu bonds which may hereafter be issued pursuant to Section 14 hereof on a parity with the Bonds.
“Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Ordinance with regard to those Bonds sold to a Pedestal Bank, or any replacements thereof.
“Bond” or “Bonds” means the Sales Tax Bonds, Series 2019, of the Issuer issued by this Ordinance in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,200,000), and any Bond of said issue, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued.
“Bond Register” means the registration books of the Paying Agents in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.
“Bond Year” means the one year period ending on June I of each year, the principal payment date for the Bonds.
“Business Day” means a day of the year on which banks located in the cities in which the principal officers of the Paying Agents are located are not required or authorized to remain closed and on which the New York Stock Exchange is not closed.
“Code” means 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 disbursements of consultants and professionals, 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 Bonds.
“Defeasance Obligations” shall mean (i) cash, or (ii) non-callable Government Securities.
“Election” means the election held in the Issuer on November 2, 2010, to provide for the levy of the Tax.
“Executive Officers” means, collectively, the Mayor and the Clerk of the Council of the Issuer.
“Fiscal Year” means the twelve-month accounting period commencing on the first day of October or any other twelve-month accounting period determined by this Governing Authority as the fiscal year of the Issuer.
“Governing Authority” means the City Council of the City of DeQuincy, State of Louisiana.
“Government Securities” means direct obligations of, or obligations the timely payment of the principal of and interest on which are fully and unconditionally guaranteed by the United States of America, which are non-callable prior to their maturity and 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 June I and December I of each year, commencing December 1, 2019.
“Issuer” means the City of DeQuincy, State of Louisiana.
“Net Revenues of the Tax” means the avails or proceeds of the one percent (1 %) sales and use tax authorized at a special election held within the corporate boundaries of the Issuer on November 2, 2010 and levied by the Tax Ordinance, after provision has been made for the payment therefrom of all reasonable and necessary costs and expenses of collection and administration of the Tax.
“Ordinance” means this ordinance authorizing the issuance of the Bonds.
“Outstanding” when used with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Ordinance, except:
(a) Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation:
(b) Bonds for whose payment or redemption sufficient funds have been theretofore deposited with the Paying Agent in trust for the Owners of such Bonds as provided in Section 20 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, to the satisfaction of the Paying Agent, or waived;
(c) Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to this Ordinance; and
(d) Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Ordinance.
“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” or “Paying Agents” means Pedestal Bank, in the City of Houma, – Louisiana, for the Bonds numbered R-l, R-3, R-5, R-7, R-9, R-l l, R-13, R-15, R-l7, R-19 and R-21 through R-25, and the Clerk of the Council of the Issuer for Bonds numbered R-2, R-4, R-6, R-8, R- 10, R-12, R-14, R-16, R-18 and R-20, and any respective replacement therefor, until a successor Paying Agent(s) shall have become such pursuant to the applicable provisions of this Ordinance, and thereafter Paying Agent(s) shall mean such successor Paying Agent(s).
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or governments or any agency or political subdivision thereof.
“Purchaser” or “Purchasers” means said Pedestal Bank for the initial Bonds for which it is the Paying Agent and the Louisiana Public Facilities Authority (the “LPFA”) for the initial Bonds for which the Clerk of the Council is the Paying Agent.
“Qualified Investments” shall mean the following, provided that the same are at the time legal for investment of the Issuer’s funds and, if required by law, are secured at all times by collateral described in clause (A) below:
(A) Government Securities, including obligations of any of the Federal agencies set forth in clause @) below to the extent unconditionally guaranteed by the United States of America and any certificates or any other evidences of an ownership interest in obligations or in specified portions thereof (which may consist of specialized portions of the interest thereon) of the character described in this clause (A) such as those securities commonly known as CATS, TIGERS and/or STRIPS;
(B) bonds, debentures or other evidences of indebtedness issued by the Private Export Funding Corporation, Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association and Student loan Marketing Association;
(C) certificates of deposit, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the State or any national banking association having its principal office in the State (including the Paying Agent) which is a member of the Federal Deposit Insurance Corporation and which are secured at all times by collateral described in clause (A) above;
(D) 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 (including Citizens National Bank, National Association) which are fully insured by the Federal Deposit Insurance Corporation; and
(E) the Louisiana Asset Management Pool (LAMP).
“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, whether or not such day is a Business Day.
“Tax” means the one percent (l%) sales and use tax authorized at a special election within the corporate boundaries of the Issuer on November 2, 2010.
“Tax Ordinance” means the ordinance adopted by the Governing Authority on December 13, 2010, providing for the levy and collection of the Tax.
SECTION 2. Authorization of Bonds: Maturities. In compliance with the terms and provisions of the Act, there is hereby authorized the incurring of an indebtedness of One Million Two Hundred Thousand Dollars ($1,200,000) for, on behalf of, and in the name of the Issuer, for the purpose of constructing and acquiring improvements, extensions and replacements to the Issuer’s sewerage collection and disposal system, including equipment, fixtures and appurtenances therefor, and paying costs of issuance of the Bonds, and to represent said indebtedness, this Governing Authority hereby authorizes the issuance of its Sales Tax Bonds, Series 2019, in the principal amount of One Million Two Hundred Thousand Dollars ($1,200,000). The Bonds shall be in fully registered form, shall be dated the date of delivery thereof and shall be in the denominations hereinafter set forth and shall be numbered R- I upward. The unpaid principal of the Bonds shall bear interest at the rates per annum set forth below 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 and the Bonds shall mature serially on June 1 of each of the years as follows:
BOND NUMBER; YEAR (JUNE 1); PRINCIPAL MATURING (DENOMINATIONS); INTEREST RATE
R-l; 202; $36,000; 3.50%
R-2; 2020; 27,000; 1.75
R-3; 2021; 36,000; 3050
R-4; 2021; 28,000; 1.75
R-5; 2022; 38.000; 3.50
R-6; 2022; 28.000; 1.75
R-7; 2023; 39,000; 3.50
R-8; 2023; 29,000; 1.75
R-9; 2024; 41,000; 3.50
R-10; 2024; 30,000; 1.75
R-11; 2025; 43,000; 3.50
R-12; 2025; 30,000; 1.75
R-13; 2026; 45,000; 3.50;
R-14; 2026; 31,000; 1.75
R-15; 2027; 46,000; 3.50
R-16; 2027; 32.000; 1.75
R-17; 2028; 49,000; 3.50
R-l8; 2028; 32,000; 1.75
R-19; 2029; 51,000; 3.50
R-20; 2029; 33,000; 1.75
R-21; 2030; 87,000; 3.50
R-22; 2031; 91,000; 3.50
R-23; 2032;95,000; 3.50
R-24; 2033; 99,000; 3.50
R-25; 2034; 104,000;3.50
The principal of the Bonds, upon maturity or redemption, shall be payable at the principal designated office of the appropriate Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check mailed by the appropriate 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 Resolution 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.
SECTION 3. Redemption Provisions. The Bonds are callable for redemption at any time by the Issuer in full or in part at the principal amount thereof and accrued interest to the date fixed for redemption. Bonds are required to be redeemed in inverse order of maturity. Official notice of such call of any of the Bonds for redemption will be given by means of (i) first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date or (ii) electronic transmission not later than thirty (30) days prior to the redemption date addressed to the registered owner of each Bond to be redeemed at his address or email address, as appropriate, as shown on the appropriate Bond Register.
SECTION 4. Registration and Transfer. The Issuer shall cause a Bond Register to be kept by each Paying Agent. The Bonds may be transferred, registered and assigned only on the appropriate Bond Register, which such registration shall be at the expense of the Issuer, and only by the execution of an assignment form on the Bonds being transferred. A new Bond or Bonds, may, upon request, be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transfered and assigned Bond or Bonds after receipt of the Bond(s) to be trashmened in proper form. Such new Bond or Bonds shall be in an authorized denomination of the same maturity and like principal. The Paying Agent shall not be required to issue, register the transfer of, 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.
SECTION 5. Form of Bonds. The Bonds and the endorsements to appear thereon shall be in substantially the following forms, respectively, to-wit:
No. R-_ Principal Amount $_
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF CALCASIEU
SALES TAX BOND, SERIES 2019
OF THE
CITY OF DEQUINCY, STATE OF LOUISIANA
Bond Date, _2020 Maturity Date, June l, 20 Interest Rate, _%
The City of DeQuincy, State of Louisiana (the “Issuer”), promises to pay, but solely from the source and as hereinafter provided. to:




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 June I and December 1 of each year, commencing December l, 2019 (each an “Interest Payment Date”), at the Interest Rate per annum set forth above until said Principal Amount is paid, unless this Bond shall have been previously called for redemption and payment shall have been duly made or provided for. The principal of this Bond, upon maturity or redemption, is payable in lawful money of the United States of America at the designated office of , in______, 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 l5th 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 One Million Two Hundred Thousand ($1,200,000) of Sales Tax Bonds, Series 2019, of the Issuer (the “Bonds”) all of like tenor and effect except as to number, denomination, maturity date, interest rate and paying agent, the Bonds having been issued by the Issuer pursuant to an ordinance adopted by its governing authority on May 13, 2019 (the “Ordinance”), for the purpose of paying costs of constructing and acquiring improvements, extensions and replacements to the Issuer’s sewerage collection and disposal system, including equipment, fixtures and appurtenances therefor, and to pay costs of issuance of the Bonds, under the authority conferred by Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, pursuant to all requirements therein specified.
Subject to the limitations and requirements provided in the Ordinance, the Issuer shall cause a Bond Register to be kept by each Paying Agent. The Bonds may be transferred, registered and assigned only on the appropriate Bond Register, which such registration shall be at the expense of the Issuer, and only by the execution of an assignment form on the Bonds being transferred. A new Bond or Bonds, may, upon request, be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bond or Bonds after receipt of the Bond(s) to be transferred in proper form. Such new Bond or Bonds shall be in an authorized denomination of the same maturity and like principal. The Paying Agent shall not be required to issue, register the transfer of, 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.
The Bonds are callable for redemption at any time by the Issuer in full or in part at the principal amount thereof and accrued interest to the date fixed for redemption. Bonds are required to be redeemed in inverse order of maturity. Official notice of such call of any of the Bonds for redemption will be given by means of (i) first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date or (ii) electronic transmission not later than thirty (30) days prior to the redemption date addressed to the registered owner of each Bond to be redeemed at his address or email address, as appropriate, as shown on the Bond Register.
The Issuer and the Paying Agent shall not be required to (a) issue, register the transfer of or exchange this Bond during a period beginning at the opening of business on the 15th day of the month next preceding an interest payment date or any date of selection of principal amount hereof to be redeemed and ending at the close of business on the interest payment date or (b) to register the transfer of or exchange any Bond so selected for redemption in whole or in part.
The Bonds are payable from an irrevocable pledge and dedication of the Issuer’s one percent (1 %) sales and use tax being levied and collected pursuant to an election held on November 2, 2010 (the “Tax”), the Tax being levied and collected by the Issuer pursuant to Article VI, Section 29 of the Constitution of the State of Louisiana of 1974 and other constitutional and statutory authority, and in compliance with said election, subject only to the prior payment of the reasonable and necessary costs and expenses of collecting and administering the Tax, all as provided in the Ordinance (the “Net Revenues of the Tax”).
This Bond constitutes a borrowing solely upon the credit of the Net Revenues of the Tax received by the Issuer and does not constitute an indebtedness or pledge of the general credit of the Issuer within the meaning of any constitutional or statutory provisions relating to the incurring of indebtedness. The Issuer has covenanted and agreed and does hereby covenant and agree to continue to levy the Tax and not to discontinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which this Bond has been issued, nor in any way make any change which would diminish the amount of the Net Revenues of the Tax pledged to the payment of this Bond, until the Bonds shall have been paid in full in principal and interest. For a complete statement of the revenues from which and conditions under which this Bond is issued. reference is here by made to the Ordinance.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the Certificate 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 Constitution 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 the Bonds necessary 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, does not exceed any limitation prescribed by the Constitution and statutes of the State of Louisiana, and that the Bonds shall not be invalid for any irregularity or defect in the proceedings for the issuance and sale thereof.
IN WITNESS WHEREOF, the City, acting through its governing authority, has caused this Bond to be executed in its name by the manual signatures of the Mayor and the clerk of the Issuer and the Issuer’s official seal to be impressed hereon.
CITY OF DEQUINCY,
STATE OF LOUISIANA
/s/
Clerk
/s/

Mayor


(FORM OF PAYING AGENT’S CERTIFICATE OF REGISTRATION
This Bond is one of a series of Bonds referred to in the within mentioned ordinance.



as Paying Agent
Date of Registration:__
By: Authorized Officer


(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers the within bond and all rights thereunder unto
Name: _
Address:

who by its execution below hereby certifies to the Paying Agent/Registrar of the original owner of this Bond, (ii) a bank, insurance company or similar financial institution, each which certified that it is a “qualified institutional buyer” as defined in Rule l44A of the Securities Act of 1933, as amended (“Rule 144A”), or (iii) a special purpose entity, trust or custodial arrangement, the beneficial owners of which are restricted to “qualified institutional buyers” as defined in Rule 144A, and (b) it consents to the terms of the Purchaser Letter executed by the original owner of this Bond.
Dated: _

By:_ Title:_

SECTION 6. Execution of Bonds. The Bonds shall be signed by the Executive Officers for, on behalf of, in the name of the Issuer, which signatures may be original or facsimile, and under the corporate seal of the Issuer. SECTION 7. 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.”
SECTION 8. Pledge of Net Revenues of the Tax. The Bonds shall be secured by and payable in principal and interest solely from an irrevocable pledge and dedication of the Net Revenues of the Tax which 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 hereinafter set forth in this Ordinance. In compliance with the Tax Ordinance, all of the Net Revenues of the Tax shall be set aside in a separate fund as herein provided, 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 this Ordinance until the Bonds shall have been fully paid and discharged.
SECTION 9. Flow of Funds. In order that the principal of and the interest on the 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 Net Revenues of the Tax derived by the Issuer shall be deposited daily as the same may be collected in a separate and special bank account established and maintained pursuant to the Tax Ordinance maintained with the regularly designated fiscal agent of the Issuer and designated as the “2011 Sales Tax 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 of the Tax in the Sales Tax Fund shall be administered and used in the following order of priority and for the following express purposes:
(a) The establishment and maintenance of the “2019 Sales Tax Bond Sinking Fund” (the“Sinking Fund”), with the regularly designated fiscal agent of the Issuer, sufficient in amount to pay promptly and fully the principal of and the interest on the Bonds and any Additional Parity Bonds issued hereafter in the manner provided by this Ordinance, as they severally become due and payable, by transferring from the Sales Tax Fund to the regularly designated fiscal agent of the Issuer, monthly in advance on or before the 20th day of each month of each year, a sum equal to the pro-rata amount of interest falling due on the Bonds and any Additional Parity Bonds on the next Interest Payment Date and the pro-rata amount of the principal falling due on the Bonds and any Additional Parity Bonds 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. Said fiscal agent shall transfer from the Sinking Fund to the paying agent bank or banks for all bonds payable from the Sinking Fund, at least one (1) day 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 Sinking 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 pu{poses 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 Sinking 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 at the prices and in the manner set forth in this Ordinance.
SECTION 10. Issuer Obligated to Continue to Collect Tax. The Issuer is obligated and is bound under the terms and provisions of law to levy, impose, enforce and collect the Tax, and to provide for all reasonable and necessary rules, regulations, procedures and penalties in connection therewith, including the proper application of the proceeds of the Tax; the Issuer has a legal right to issue the Bonds and to pledge the Net Revenues of the Tax as herein provided and that the Bonds will have a lien and privilege on the Net Revenues of the Tax until all of the Bonds have been retired as to both principal and interest. Nothing herein contained shall be construed to prevent the Issuer From altering, amending or repealing from time to time as may be necessary this Ordinance or any subsequent ordinance providing with respect to the Tax, said alterations, amendments or repeals to be conditioned upon the continued preservation of the rights of the Owners with respect to the Net Revenues of the Tax. The Tax Ordinance imposing the Tax and pursuant to which the Tax is being levied, collected and allocated, and the obligations to continue to [evy, collect and allocate the Tax and to apply the revenues therefrom in accordance with the provisions of this Ordinance, shall be irrevocable until the Bonds have been paid in full as to principal and interest, and shall not be subject to amendment in any manner which would impair the rights of the Owners or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. More specifically, neither the Legislature of Louisiana nor the Issuer may discontinue or decrease the Tax or permit to be discontinued or decreased the Tax in anticipation of the collection of which the Bonds have been issued, or in any way make any change which would diminish the amount of the Net Revenues of the Tax pledged to the payment of the Bonds, until all the Bonds shall have been retired as to both principal and interest and all amounts payable under this Ordinance have been paid in full.
SECTION 11. Covenants of the Issuer. In providing for the issuance of the Bonds, the Issuer does hereby covenant that it has a legal right to issue the Bonds and to pledge the Net Revenues of the Tax as herein provided, that the Bonds will have a lien and privilege on the Net Revenues of the Tax subject only to the prior payment of the reasonable and necessary costs and expenses of administering and collecting the Tax and that the issuer hereby does covenant and agree to continue to levy the Tax for and not to discontinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would diminish the amount of said Net Revenues of the Tax pledged to the payment of the Bonds, until all of the Bonds have been paid in principal and interest.
The Issuer covenants that, to the extent there are no other available funds held under this Ordinance to pay principal and interest on the Bonds in the event of a payment default, it will apply any remaining surplus Bond proceeds (not otherwise contractually encumbered) to the payment of
such defaulted principal and interest.
SECTION 12. Bond Ordinance a Contract- The provisions of this Ordinance shall constitute a contract between the Issuer and the Owner or Owners from time to time, and any Owner may either 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 the Issuer as a result of issuing the Bonds, and may similarly enforce the provisions of the Tax Ordinance imposing the Tax and this Ordinance.
SECTION 13. Records and Accounts Relating to Tax. As long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of the Net Revenues of the Tax, including specifically but without limitation, all reasonable and necessary costs and expenses of collection.
Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of such books and accounts to be made by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Sales Tax Fund.Such audit shall be available for inspection upon request by any Owners. The Issuer further agrees that the Paying Agents and any Owner shall have at all reasonable times the right to inspect the records, accounts and data of the Issuer relating to the Tax.
SECTION 14. Issuance of Refunding and Additional Parity Bonds. All of the Bonds shall enjoy complete parity of lien on the Net Revenues of the Tax despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The Issuer, acting through this Governing Authority, hereby covenants that it will issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the Net Revenues of the Tax having priority over or parity with the Bonds, except that bonds may hereafter be issued on a parity with the Bonds under the following conditions:
(a) The Bonds, or any part thereof, including interest, 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, provided, however, that if only a portion of the Bonds outstanding is so refunded and if the refunding bonds require principal and interest payments during any Bond Year in excess of the principal and interest which would have been required in such Bond Year to pay the Bonds refunded thereby, then such Bonds may not be refunded without the consent of the Owners of the unrefunded portion of the Bonds (provided such consent shall not be required if such refunding bonds meet the requirements set forth in clause (b) below).
(b) Additional Parity Bonds may also be issued, and such Additional Parity Bonds shall be on a parity with the Bonds if all of the following conditions are met:
(I The average annual revenues derived by the Issuer from the Net Revenues of the Tax when computed for the last two (2) completed Fiscal Years immediately preceding the issuance of the Additional Parity Bonds must have been not less than 1.35 times the highest combined principal and interest requirements for any succeeding Fiscal Year period on all bonds then outstanding, including any Additional Parity Bonds theretofore issued and then outstanding, and any other bonds or other obligations whatsoever then outstanding which are payable from the Net Revenues of the Tax Out not including bonds which have been refunded or provision otherwise made for their ful1 and complete payment and redemption) and the Additional Parity Bonds so proposed to be issued;
(ii) The payments to be made into the various funds provided for in Section thereof must be current;
(iii) The existence of the facts required by paragraphs (a) and (b) above must be confirmed by the Clerk of the Council of the Issuer;
(iv) The Additional Parity Bonds must be payable as to principal on June I of each year in which principal falls due, beginning not later than three (3) years from the date of issuance of said additional bonds, and payable as to interest on June I and December 1 of each year; and
(v) No Additional Parity Bonds may be issued should any event of default under the Ordinance have occurred and be continuing.
SECTION 15. Remedies on Default. If one or more of the following events (in this Ordinance called “Events of Default”) shall happen, that is to say,
(i) 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
(ii) 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
(iii) 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 the Ordinance, any supplemental ordinance or in the Bonds, and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by the Owners of not less than 25% of the Outstanding Bonds; or
(iv) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law;
then, upon the happening and continuance of any Event of Default, the Owners shall be entitled to exercise all rights and powers for which provision is made under Louisiana law. Under no circumstances may the principal or interest of any of the Bonds be accelerated. All remedies shall be cumulative with respect to the Paying Agent and the Owners; if any remedial action is discontinued or abandoned, the Paying Agent and the Owners shall be restored to the former positions.
SECTION 16. Fidelity Bonds for Officers and Employees. So long as any of the Bonds are outstanding and unpaid, the Issuer shall require all of its officers and employees who may be in a position of authority or in possession of money derived from the collection of the Tax, to obtain or be covered by a blanket fidelity or faithful performance bond, or independent fidelity bonds written by a responsible indemnity company in amounts adequate to protect the Issuer from loss.
SECTION 17. Amendments to Bond Ordinance. 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 such modification or amendment shall permit a change in the maturity of the Bonds or the redemption provisions thereof, or a reduction in the rate of interest thereon, or the promise of the Issuer to pay the principal of and the interest on the Bonds as the same shall come due from the Net Revenues of the Tax. or reduce the percentage of Owners required to consent to any material modification or amendment of this Ordinance, without the consent of all of the Owners.
SECTION 18. Mutilated. Destroyed. Lost or Stolen Bonds. If (a) 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 (b) 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, anew Bond of the same maturity and of like tenor 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 Bond 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. The 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.
SECTION 19. Discharge of Bond Ordinance. If the Issuer shall pay or cause to be paid, or there shall be paid to the Owners, the principal of and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of the Tax or any other money, securities, and funds pledged under this Ordinance and all covenants, agreements, and other obligations of the Issuer to the Owners 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.
SECTION 20. Defeasance. Bonds or interest installments for the payment or redemption 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 redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section, if they have been defeased pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, or any successor provisions thereto.
SECTION 21. Successor Paying Agent: Paying Agent Agreement. The Issuer will at all times maintain a Paying Agents for the performance of the duties hereunder for the Bonds. The designation of the initial Paying Agents 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 the ordinance giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Except with regard to the Bonds purchased by the LPFA, every Paying Agent herein after appointed pursuant to this Ordinance 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 exercise trust powers, and subject to supervision 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 the Bonds purchased by Pedestal Bank and any replacements therefor, and on behalf of the Issuer for those Bonds purchased by a private entity 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. No resignation or removal of a paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent.
SECTION 22. 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 thereof for the purpose of receiving payment of the principal (and redemption price) 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.
SECTION 23. 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 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 appropriate paying Agen! but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 24. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the appropriate paying Agent, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the appropriate paying Agent and, if not already cancelled, shall be promptly cancelled by said paying Agent. The Issuer may at any time deliver to the appropriate 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 cancelled by the appropriate Paying Agent. All cancelled Bonds held by
the appropriate Paying Agent shall be disposed of as directed in writing by the Issuer.
SECTION 25. Preparation of Bonds: Deposit of Bond 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 printed or lithographed, to issue, execute, seal and deliver the Bonds, to effect the delivery of the Bonds in accordance with the sale thereof, to collect the purchase price therefor, and to deposit the funds derived from the sale of the Bonds in a special account with the regularly designated fiscal agent bank
of the Issuer. The proceeds derived from the sale of the Bonds shall constitute a trust fund to be used exclusively for the purposes for which the Bonds are authorized to be issued, but the Purchasers shall not be obliged to see to the application thereof.
SECTION 26. 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 Internal 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.
SECTION 27. Bonds are “Qualified Tax-Exempt Obligations”. The Bonds are designated as “qualified tax-exempt obligations” within the meaning of Section 265(bX3) of the Code. In making this designation, the Issuer finds and determines that:
(a) the Bonds are not “private activity bonds” within the meaning of the Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinate entities in calendar year 2019 will not exceed $10,000,000.
SECTION 28. Award of the Bonds. The Issuer hereby accepts the offers of Pedestal Bank and the Louisiana Public Facilities Authority for the Bonds, which offers are on file with the Clerk of the Council and said Clerk is hereby authorized to execute said offers on behalf of the Issuer. As a condition to the delivery of the Bonds to the Purchasers, the Purchasers will execute a standard letter, acceptable to it and the Issuer, indicating it has conducted its own analysis with respect to the Bonds and is extending credit in the form of the Bonds as a vehicle for making a commercial loan to the Issuer.
SECTION 29. Publication. A copy of this Ordinance shall be published immediately after its adoption in one issue of the official journal of the Issuer.
SECTION 30. Disclosure Under SEC Rule l5c2-12. The Issuer will not be required to comply with the continuing disclosure requirements described in the Rule l5c2-12 of the Securities and Exchange Commission [7 CFR ‘240.15c2-12].
SECTION 31. Section 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.
SECTION 32. Severability. In case any one or more of the provisions of this Ordinance or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid” such illegality or invalidity shall not affect any other provision 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 provision enacted after the date of this Ordinance which validates or makes 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.
SECTION 33. Employment of Bond Counsel. This Governing Authority finds and determines that a real necessity exists for the employment of special counsel in connection with the issuance of the Bonds, and accordingly, Foley & Judell, L.L.P., of New Orleans, Louisiana, as Bond Counsel, is hereby employed to do and perform work of a traditional legal nature as bond counsel with respect to the issuance and sale of said Bonds. Said Bond Counsel shall prepare and submit to this Governing Authority for adoption 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 opinions covering the legality of the issuance of the Bonds. The fee of Bond Counsel for each series of bonds shall be fixed at a sum not exceeding the fee allowed by the Attorney General’s fee guidelines for such bond counsel work in connection with the issuance of the bonds and based on the amount of said 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. As required by the Issuer’s Home Rule Charter, the Mayor and Clerk of the Council are authorized to enter into an employment contract with said counsel substantial ly in the form attached hereto as Exhibit “A”. 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, and the Clerk of the Council is hereby empowered and directed to provide for payment of the work herein specified upon completion thereof and under the conditions herein enumerated without further approval of this Governing Authority.
SECTION 34. Effective Date. This Ordinance shall become effective immediately The final adoption of the foregoing ordinance having been duly moved and seconded, the roll was called and the following vote was taken and recorded:
MEMBERS:
YEAS NAYS ABSENT ABSTAINING
Denise Maddox, Yas 1
Mark James Peloquin, Yeas 1
Ronda Jacobs, Yeas, 1
Judy Jeanette Landry, Yeas, 1
Daisy Cole, Absent 1
There being a favorable vote on the ordinance of at least a majority of the authorized members of the Governing Authority, the ordinance was declared adopted on this the l3th day of May,2019.
/s/ Pat Brumett
Council Clerk
/s/ Denise Maddox,
Council Chairman
Presented to Mayor on May 13, 2019 for action as evidenced by his Springwater:
Approved:
/s/ Riley Smith
Mayor
Disapproved:
Presented to Clerk on May 13, 2019.
Run 5/15/2019 (My-5)

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