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RESOLUTION NO. 1078 OF 2016

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A RESOLUTION AUTHORIZING THE CITY OF RUSTON, PARISH OF LINCOLN, STATE OF LOUISIANA (THE "ISSUER") TO PROCEED WITH PLANS TO INCUR DEBT AND ISSUE, SELL AND DELIVER IN SERIES FROM TIME TO TIME SALES TAX INCREMENT REVENUE AND REFUNDING BONDS OF THE CITY IN AN AGGREGATE AMOUNT OF NOT TO EXCEED $34,000,000, MAKING APPLICATION TO THE STATE BOND COMMISSION; EMPLOYING BOND COUNSEL, MUNICIPAL ADVISOR AND UNDERWRITER/PLACEMENT AGENT; AND OTHERWISE PROVIDING WITH RESPECT THERETO.
WHEREAS, Section 9020 through 9037 of Title 33 of the Louisiana Revised Statutes of 1950, as amended (the "TIF Act"), and other constitutional and statutory authority supplemental thereto, authorizes the City of Ruston, Parish of Lincoln, State of Louisiana (the "Issuer") to issue revenue bonds payable solely from an irrevocable pledge and dedication of up to the full amount to be determined by the Issuer, to finance or refinance economic development projects to pay project costs as defined by the TIF Act, including, without limitation, the repair, construction, reconstruction or relocation of public streets, highways, bridges, drainage, sewers, lighting, etc. within or about an economic development area or areas; and
WHEREAS, pursuant to the TIF Act, a sales tax increment consists of that portion of sales tax revenues for any and all taxing authorities including the Issuer and the State of Louisiana (the "State") collected each year on 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, all as defined in La. R.S. 47:301 et seq., or any other appropriate provision of law, as amended, from taxpayers located within an economic development area, which exceeds the sales tax revenues that were collected for such taxing authority in the year immediately prior to the year in which such area was designated as an economic development area (the "Sales Tax Increment"); and
WHEREAS, the Issuer designated the Economic Development Area by its resolution adopted by the Mayor and Board of Aldermen (the "Governing Authority") on October 18, 1993; and
WHEREAS, the Issuer has determined that adequate ingress and egress to commercial locations is important to economic development and that economic development within the Economic Development Area will be greatly enhanced by improvements to the infrastructure therein to accommodate consumers who support the businesses currently in the Economic Development Area and to encourage other businesses to locate therein; and
WHEREAS, the Issuer previously issued its Sales Tax Increment Revenue Bonds (Economic Development Projects), Series 2008 (the "Prior Bonds"), of which approximately $4,695,000 remain outstanding, and which the Issuer desires to provide for a current refunding under the provisions of Chapter 14-A of Title 39 (La. R.S. 39:1444, et seq.) of the Louisiana Revised Statutes of 1950, as amended (the "Refunding Act", and together with the TIF Act, the "Authorizing Legislation"); and
WHEREAS, the Issuer desires to incur debt and issue its Sales Tax Increment Revenue Refunding Bonds (Economic Development Projects) (the "Bonds") in one or more series in an aggregate principal amount not to exceed $34,000,000, in the manner authorized by the Authorizing Legislation and as hereinafter provided, to provide funds for the purposes of (i) providing for a current refunding of the Prior Bonds; (ii) paying or reimbursing payments made for the costs of engineering, repair, construction, reconstruction or relocation of additional economic development and public improvement projects within or about the Economic Development Area, including public roads, streets, and related drainage and utilities (the "Project"); (iii) funding a debt service reserve fund or paying the costs of a debt service reserve surety policy; (iv) providing for capitalized interest, if necessary, and (v) paying the costs of issuance of the Bonds; and
WHEREAS, portions of the Project may be owned by the State and ordinarily maintained by the State Department of Transportation and Development ("DOTD"); and
WHEREAS, pursuant to the TIF Act, the Joint Legislative Committee on the Budget, by its resolutions adopted on September 8, 1993 and on June 14, 2006 (collectively, the "Resolution"), attached hereto as Exhibits A-1 and A-2, respectively, authorized the use by the City of forty percent (40%) of the Sales Tax Increment collected by the State Department of Revenue and Taxation ("DRT") for the State of Louisiana (the "State") within the Economic Development Area (the "Pledged State Increment") to secure the Bonds; and
WHEREAS, pursuant to the Resolution, the City and the State Department of Revenue and Taxation have entered into a Restated Cooperative Endeavor Agreement dated as of March 1, 2008 (the "Cooperative Endeavor Agreement") attached hereto as Exhibit B providing for the collection and distribution of such Pledged State Increment; and
WHEREAS, in connection with the issuance of the Bonds, the Issuer desires to authorize the filing of an application with the Louisiana State Bond Commission (the "Commission") requesting that the Commission approve the issuance and sale of Bonds in one or more series, in the aggregate amount of not to exceed $34,000,000 in accordance with the Authorizing Legislation and the Resolution and the Cooperative Endeavor Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RUSTON, PARISH OF LINCOLN, STATE OF LOUISIANA:
§1. Preliminary Approval of the Bonds. The Issuer hereby approves the issuance of Sales Tax Increment Revenue and Refunding Bonds (the "Bonds") in one or more series from time to time, which shall not exceed in the aggregate, the sum of $34,000,000 to be allocated as follows:
A. An amount not exceeding Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000) will be issued pursuant to the Refunding Act for purposes of providing for a current refunding of all or a portion of the Prior Bonds, to be payable as provided in the Refunding Act;
B. The remaining amount will be issued pursuant to the TIF Act to pay or reimburse the payment of the costs associated with economic development projects, as set forth in La. RS 33:9035, including but not limited to the engineering, construction, reconstruction, or relocating of certain roads, streets, highways, drainage, sewers, and other public infrastructure within the Economic Development Area. Costs associated with the issuance of the Bonds, including (i) funding a debt service reserve fund, if necessary; (ii) providing for capitalized interest, if necessary; (iii) bond insurance or any credit enhancement for the Bonds, if necessary; (iv) a debt service reserve surety; and (v) professional fees, expenses and other costs for the Bonds, will be allocated among the amounts set forth in subsections A & B hereof as appropriate.
§2. The Bonds shall be in the form of fully registered Bonds, in the denomination of $5,000 or increments thereof if credit enhanced or if rated investment grade or $100,000 or any increment of $5,000 in excess thereof if not so credit enhanced or rated, all of like tenor and effect, except as to number, series designation and dated date. The Bonds shall bear interest at a rate or rates not to exceed five (5%) per annum, maturing over not to exceed the lesser of 17 years, or a period not later than September 8, 2033 if secured by Pledged State Increment, and shall be issued under the authority of the Authorizing Legislation and other constitutional and statutory authority supplemental thereto. The acceptance of an offer for the sale of any series of the Bonds and the further details of the Bonds shall be established by a resolution to be adopted by this governing authority.
§3. The Bonds shall be secured by and payable solely from a pledge and dedication of the respective portions of Pledged City Increment (as defined in the Cooperative Endeavor Agreement) and the Pledged State Increment. No further or additional pledges or dedications of the aforesaid funds shall be made which shall have priority over the pledge and dedication of such revenues herein made.
§4. Application to State Bond Commission. Application is hereby formally made to the Commission for consent and authority for the Issuer to issue, sell and deliver an additional amount of the Bonds as described herein in series from time to time. A certified copy of this Resolution and other necessary information shall be forwarded to the Commission, together with a letter requesting the prompt consideration and approval of this application.
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.
§5. Employment of Bond Counsel. It is recognized, found and determined that a real necessity exists for the employment of Bond Counsel in connection with the issuance of the Bonds; accordingly, Breithaupt, Dunn, DuBos, Shafto & Wolleson, LLC is hereby employed as “Bond Counsel” to perform comprehensive, legal and coordinate professional work with respect to the issuance and sale of the Bonds. Bond Counsel shall (i) prepare and submit to the Issuer for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of the Bonds; (ii) counsel and advise the Issuer with respect to the issuance and sale of the Bonds; and (iii) furnish their opinion covering the legality of the issuance thereof. The fee to be paid Bond Counsel shall be an amount less than the Attorney General's then current Bond Counsel Fee Schedule and other guidelines for comprehensive, legal and coordinate professional work in the issuance of revenue bonds applied to the actual aggregate principal amount issued, sold, delivered and paid for at the time the Bonds are delivered, together with reimbursement of out-of-pocket expenses incurred and advanced in connection with the issuance of the Bonds, said fee to be payable out of Bond proceeds or other funds provided by the Issuer subject to the Attorney General's written approval of said employment and fee.
§6. Authority to Proceed. The Governing Authority hereby authorizes and directs Bond Counsel to proceed with the preparation of all necessary and appropriate financing documents and to file drafts of said financing documents with the Commission in accordance with its Rules.
§7. Appointment of Municipal Advisor. The Issuer hereby retains Government Consultants, Inc., Baton Rouge, Louisiana, Registered Municipal Advisors, to act as its Independent Registered Municipal Advisor ("IRMA") pursuant to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Final Rule adopted by the Securities and Exchange Commissioners on September 20, 2013 and the adopted final release (the "Release") for the purpose of providing advice on structure, timing, terms and other matters relating to the Bonds, upon which the Issuer may rely. The fee for such services shall be payable solely from the proceeds of the Bonds and the amount thereof shall be subject to approval by the Issuer and subject to the approval of the State Bond Commission. The Issuer or the Municipal Advisor may terminate this retention at any time upon written notification to the other party.
§8. Appointment of Underwriters. Stifel, Nicolaus & Company, Incorporated, Baton Rouge, Louisiana is hereby appointed as Underwriter/Placement Agent in connection with the Bonds. Any compensation to the Underwriter/Placement Agent is to be subsequently approved by the Governing Authority and to be paid from the proceeds of the Bonds and contingent upon the issuance of the Bonds; provided that no compensation shall be due to said Underwriters/Placement Agent unless the Bonds are sold and delivered and all costs must be reasonable and approved by the Governing Authority.
§9. The Mayor and Clerk/Treasurer are hereby authorized to do all things necessary, on the advice of Bond Counsel to the Issuer, to effectuate and implement this Resolution, including the publication hereof as required by the Authorizing Legislation.
§10. This Resolution shall become effective immediately upon adoption hereof.
This Resolution having been read and considered on motion to adopt by Alderman Jedd Lewis, and seconded by Alderman Jim Pearce, a record vote was taken and the following result was had:
YEA:
ALDERWOMAN CAROLYN ELMORE CAGE
ALDERMAN JEDD LEWIS
ALDERWOMAN ANGELA R. MAYFIELD
ALDERMAN JIM PEARCE
ALDERMAN BRUCE SIEGMUND
NAY:
NONE
ABSENT: NONE
WHEREUPON, the presiding officer declared the above Resolution duly adopted on this 7th day of November, 2016.
Emmett Gibbs, Clerk/Treasurer Ronny Walker, Mayor
1td:November 11, 2016

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