THE FOLLOWING resolution
THE FOLLOWING resolution was offered by R. Maiers and seconded by R. Aswell: RESOLUTION NO. A RESOLUTION DECLARING THE INTENTION OF THE MAYOR AND BOARD OF ALDERMEN OF THE VILLAGE OF CHOUDRANT, PARISH OF LINCOLN, STATE OF LOUISIANA (THE “VILLAGE”), ACTING AS THE GOVERNING AUTHORITY THEREOF, TO ISSUE IN THE NAME OF THE VILLAGE, UTILITY REVENUE BONDS, SERIES 2012, IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($425,000) FOR THE PURPOSE OF FINANCING THE CONSTRUCTING AND ACQUIRING IMPROVEMENTS, EXTENSIONS AND REPLACEMENTS TO THE WATER SYSTEM OF THE VILLAGE; GENERALLY DESCRIBING SAID UTILITY REVENUE BONDS AND THE SECURITY THEREFOR; APPLYING TO THE STATE BOND COMMISSION FOR THE APPROVAL OF THE ISSUANCE OF THE BONDS; AND OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the Village of Choudrant, Parish of Lincoln, State of Louisiana (the “Village”) now owns and operates a combined revenue-producing water and waste water system (the “System”); and WHEREAS, the Village now faces a hardship due to the failure of a water well of the water portion of the System of the Village; and WHEREAS, the Village proposes the financing of emergency construction and replacement of a new water well of the System, and proposes to finance the costs thereof (the “Project”) through the sale and issuance of not exceeding FOUR HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($425,000) Utility Revenue Bonds, Series 2012 of the Village (the “Bonds”); and WHEREAS, Community Trust Bank (the “Bank”) has proposed to purchase the Bonds pursuant to its Letter of Commitment dated as of May 21, 2012; and WHEREAS, this Mayor and Board of Aldermen propose that the Bonds will be issued in the manner prescribed by and under the authority of Chapter 13, Title 39 of the Louisiana Revised Statutes of 1950, as amended (LSA-R.S.39:1430, et seq.) and other constitutional and statutory authority (the “Act”); and WHEREAS, the Village desires to apply to the Louisiana State Bond Commission (“SBC”) for approval of the issuance of the Bonds; and WHEREAS, prior to the issuance of the Bonds, the Issuer intends to expend its own funds for the purpose of acquiring, constructing and equipping certain portions of the Project, and reasonably expects to reimburse said expenditures from the proceeds of the Bonds. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Aldermen of the Village of Choudrant, State of Louisiana, acting as governing authority of said Village, that:
SECTION 1. Declaration of Intent. Pursuant to and in compliance with the provisions of the Act, and other constitutional and statutory authority, the Mayor and Board of Aldermen of the Village of Choudrant, Parish of Lincoln, State of Louisiana (the "Village"), acting as the governing authority of the Village (the “Governing Authority”), do hereby declare its intention to issue not exceeding FOUR HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($425,000) Utility Revenue Bonds, Series 2012 of the Village (the "Bonds"), the proceeds of which will finance the emergency construction and replacement of a new water well of the System of the Village, including appurtenant equipment, accessories and properties, both personal and real. The Bonds shall be limited and special revenue bonds of the Village, secured by and payable in principal, interest and redemption premium, if any, solely from the income and revenues derived by the Village from the operation of its combined revenue-producing water and sewer utility system (the “System”), after paying the reasonable and necessary costs and expenses of operating and maintaining the System. The Bonds shall not be a charge on the other income and revenues of the Village as prohibited under the provisions of Article VI, Section 37 of the Louisiana Constitution of 1974, nor shall they constitute an indebtedness or pledge of the general credit of the Village. The Bonds will be exempt from all income taxation in the State of Louisiana and will be issued and authorized by ordinance (the "Ordinance") of the Governing Authority. The Bonds shall be of such series, bear such dates, mature at such time or times (not to exceed twenty (20) years from their date of issuance), bear interest at such rate or rates (not exceeding three and fifty hundredths per centum (3.50%) per annum), be in such denomination or denominations, in fully registered form, carry such privileges, be payable in such medium of payment at such place or places, be subject to such terms of redemption and be entitled to such priorities on the income and revenues of the System as such Ordinance may provide. The Village will, in the Ordinance, enter into such covenants with Community Trust Bank (the “Bank”) or any future owner or owners of the Bonds as to the management and operation of the System, the imposition and collection of rates and charges for the services rendered thereby, the disposition of such fees and revenues, the issuance of future bonds and the creation of future liens and encumbrances against the System and/or the revenues therefrom, the carrying of insurance on the System and the disposition of the proceeds of insurance, the keeping of books and records, and other pertinent matters as may be deemed proper by the Governing Authority to assure the marketability of the Bonds, consistent with the provisions of the Act. Such Ordinance will also include remedies in case of default, provision for the issuance of parity bonds, and such additional covenants, agreements and provisions as are judged advisable or necessary by the Village for the security of the registered owners of the Bonds, including (if any) sinking funds and reserves for the payment of principal and interest on the Bonds and an adequate depreciation fund for those repairs and improvements to the System as may be necessary to assure adequate and efficient service to the public, all as provided by the Act.
SECTION 2. Sale of Bonds. The Bonds will be placed with the Bank, as provided for in the Act and other statutory authority.
SECTION 3. State Bond Commission. Application be and the same is hereby formally made to the State Bond Commission, Baton Rouge, Louisiana, for approval of the issuance of the Bonds. A certified copy of this resolution shall be submitted to the State Bond Commission, together with a request for prompt consideration and approval of this application.
SECTION 4. Publication; Peremption. This resolution shall be published as soon as possible in the official journal of the Issuer or in a newspaper of general circulation within the Issuer. For a period of thirty (30) days from the date of such publication, any person in interest may contest the legality of this resolution, any provision of the Bonds to be issued pursuant hereto, and the provisions made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds. After said thirty (30) days, no person may contest the regularity, formality, legality or effectiveness of this resolution, any provisions of the Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatsoever. Thereafter, it shall be conclusively presumed that the Bonds are legal and that every legal requirement for the issuance of the Bonds has been complied with. No court shall have authority to inquire into any of these matters after said thirty (30) days.
SECTION 5. Employment of Bond Counsel. The Village hereby finds and determines that a real necessity exists for the employment of special bond counsel in connection with the issuance of the bonds, and accordingly The Boles Law Firm, APC (“Bond Counsel”) of Monroe, Louisiana, is hereby employed to do and perform comprehensive legal and coordinate professional work with respect to the issuance of the Bonds. Said Bond Counsel shall prepare and submit to the Governing Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of the Bonds, shall counsel and advise the Governing Authority as to the issuance and sale of the Bonds, and shall furnish their opinion covering the legality of the issuance thereof. The fee of Bond Counsel in connection with the issuance of the Bonds is hereby fixed at a sum not to exceed the maximum fee allowed by the Attorney General's fee guidelines for revenue bonds based on the principal amount of the Bonds actually issued, sold, delivered and paid for, plus “out-of-pocket” expenses; provided, however, that said fee shall be contingent upon the sale, issuance and delivery of the Bonds.
SECTION 6. Employment of Local Counsel. Andy Shealy, of Ruston, Louisiana is hereby appointed and employed as local counsel for the Village in connection with the Bonds, any compensation to be subsequently approved by the Village and to be paid from the proceeds of the Bonds and contingent upon issuance of the Bonds and the local counsel is authorized and directed to prepare necessary documents appertaining thereto and to present them for further action to the Village.
SECTION 7. Approval of Legal Fees by Attorney General. A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of employment of Bond Counsel and local counsel and of their fees herein designated as required by law.
SECTION 8. Declaration of Official Intent under Reg. 1.150-2. Prior to the issuance of the Bonds, the Village anticipates that it may pay a portion of the costs of the emergency construction and replacement of a new water well of the System of the Village, including appurtenant equipment, accessories and properties, and costs related thereto, from other available funds. Upon issuance of the Bonds, the Village reasonably expects to reimburse said expenditures from the proceeds of the Bonds. Any such allocation of the proceeds of the Bonds for reimbursement will be with respect to capital expenditures (as defined in Treasury Regulation 1.150-1(h)) and will be made upon the delivery of the Bonds and not later than one year after the date of (i) the date such expenditure was made or (ii) the date the improvements were placed in service. This resolution is intended to be a declaration of intent to reimburse in accordance with the provisions of Treasury Regulation 1.150-2.
SECTION 9. Qualified Tax Exempt Obligations. The Bonds will be designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (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 Village and all subordinated entities in calendar year 2012 does not exceed $10,000,000.
SECTION 10. SBC Swap Policy Language. By virtue of applicant/issuer's application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission's approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the “State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.”, adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.
SECTION 10. Effect. This resolution shall become effective immediately upon adoption hereof.
This resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was adopted on this, the 21st day of May, 2012.
Celeste H. Butler, Clerk
Bill Sanderson, Mayor
STATE OF LOUISIANA
PARISH OF LINCOLN
I, the undersigned Clerk of the Village of Choudrant, Parish of Lincoln, State of Louisiana (the “Village”), do hereby certify that the foregoing four (4) pages constitute a true and correct copy of a resolution adopted by the Village on May 21, 2012.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Village of Choudrant, Louisiana, on this, the 21st day of May, 2012.
CELESTE H. BUTLER, CLERK
1td: June 6, 2012