BOND RESOLUTION
A RESOLUTION PROVIDING FOR ISSUANCE, SALE AND DELIVERY OF TEN MILLION EIGHT HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($10,875,000) GENERAL OBLIGATION SCHOOL REFUNDING BONDS, SERIES 2022 BY THE CITY OF MONROE SPECIAL SCHOOL DISTRICT, STATE OF LOUISIANA; PRESCRIBING THE FORM, TERMS, AND CONDITIONS OF SUCH BONDS AND PROVIDING FOR THE PAYMENT THEREOF; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH.
WHEREAS, pursuant to the provisions of Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended and other constitutional and statutory authority, and an election held on November 16, 2013, the City of Monroe Special School District, State of Louisiana (the “Issuer”) has heretofore issued its: (i) $20,000,000 General Obligation School Bonds, Series 2014 (the “Series 2014 Bonds”); (ii) $17,000,000 General Obligation School Bonds, Series 2015 (the “Series 2015 Bonds”); and (ii) $21,800,000 General Obligation School Bonds, Series 2016 (the “Series 2016 Bonds,” and together with the Series 2014 Bonds and Series 2015 Bonds, the “Prior Bonds”); and
WHEREAS, the Prior Bonds are payable from a pledge and dedication of that portion the net avails or proceeds of the unlimited ad valorem taxes (the “Pledged Revenues”) levied against all assessable properties within the Issuer in an amount sufficient to pay principal and interest on the Prior Bond issuances authorized pursuant to the election held on November 16, 2013 (the “Election”) authorizing the issuance of not exceeding Fifty Eight Million Eight Hundred Thousand Dollars ($58,800,000) of the Issuer’s general obligation bonds and in accordance with Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 (the “Constitutional Authority”) and Sub-Part A, Part III, Chapter 4 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority; and
WHEREAS, the Issuer is authorized to defease and to refund the Prior Bonds with refunding bonds at the same or lower effective rate without an election in accordance with Constitutional Authority and pursuant to Chapters 14 and 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (collectively, the “Refunding Act”); and
WHEREAS, the Monroe City School Board (the “Governing Authority”), acting as the governing authority of the Issuer, has found and determined that advance refunding certain maturities of the Prior Bonds (collectively, the “Refunded Bonds”) described in Exhibit “A” hereto would be financially advantageous to the Issuer and would result in a lower effective interest rate on such Refunded Bonds and debt service savings to the Issuer; and
WHEREAS, pursuant to the Refunding Act, it is now the desire of this Governing Authority to adopt this resolution in order to provide for the issuance of Ten Million Eight Hundred Seventy-Five Thousand Dollars ($10,875,000) of Taxable General Obligation School Refunding Bonds, Series 2022 (the “Bonds”) in order to: (i) defease and refund the Refunded Bonds (the “Refunding”), (ii) pay the costs of issuance of the Bonds, and (iii) fix the details of the Bonds herein sold to DNT Asset Trust, a wholly owned subsidiary of JPMorgan Chase Bank, N.A. (the “Lender”) in accordance with the Term Sheet attached hereto as Exhibit “B”; and
WHEREAS, the Bonds are being issued on a complete parity with any of the Prior Bonds that will remain outstanding (the “Unrefunded Prior Bonds”); and
WHEREAS, the Louisiana State Bond Commission, on July 16, 2020, granted authority for the Refunding; and
WHEREAS, it is further necessary to provide for application of the proceeds of the Bonds and to provide for other matters in connection with payment or redemption of the Refunded Bonds; and
WHEREAS, in connection with issuance of the Bonds, it is necessary that provision be made for payment of the principal, interest and redemption premium, if any, of the Refunded Bonds described in Exhibit “A” hereto, to prescribe the form and content of the Escrow Deposit Agreement dated as of February 1, 2022, (the “Escrow Agreement”) , between the Issuer and the Regions Bank, an Alabama state banking company, with a corporate trust office in Baton Rouge, Louisiana (the “Escrow Agent”) providing for the payment of the principal, premium, if any, and interest on the Refunded Bonds and authorize the execution thereof as hereinafter provided, and to provide for the call for redemption of the Refunded Bonds pursuant to a Notice of Defeasance and Call for Redemption, the form of which is attached hereto as Exhibit “D”; and
NOW, THEREFORE, BE IT RESOLVED by the Governing Authority of the Issuer, that:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions. The following terms shall have the following meanings in this resolution unless the context otherwise requires:
“Bond” or “Bonds” shall mean the Ten Million Eight Hundred Seventy-Five Thousand Dollars ($10,875,000) General Obligation School Refunding Bonds, Series 2022 of the Issuer issued pursuant to this Bond Resolution, 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 previously issued Bond and where the Bonds shall be secured by and payable from unlimited ad valorem taxes levied and collected upon all taxable properties within the Issuer.
“Bond Counsel” shall mean an attorney or firm of attorneys whose experience in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized, initially Boles Shafto, LLC, Monroe, Louisiana.
“Bond Obligation” shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.
“Bond Resolution” shall mean this resolution authorizing issuance of the Bonds, as further amended and supplemented as herein provided.
“Business Day” shall mean a day of the year other than a day on which banks located in New York, New York, Monroe, Louisiana 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, if paid by the Issuer, fees and disbursements of consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, costs and expenses of refunding, premiums for the insurance policy securing payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of Bonds.
“Debt Service” shall mean 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 the Bonds and (ii) the principal amount of Bonds which matures during such period.
“Debt Service Fund” shall mean the “City of Monroe Special School District, Series 2022 General Obligation Refunding Debt Service Fund” established in Section 4.3 of this Bond Resolution.
“Defeasance Obligations” shall mean (a) cash or (b) non-callable Government Securities.
“Default Rate” shall mean an interest rate of 4.00 % per annum.
“Determination of Taxability” shall mean a determination that the interest income on any of the Tax-Exempt Bonds is not excludable from gross income for federal income tax purposes under the Code, which determination will be deemed to have been made on the first to occur of any of the following:
(a) the date on which the Issuer is notified that Bond Counsel is unable to deliver an opinion that the interest on the Tax-Exempt Bonds qualifies as Tax-Exempt Interest or is provided with an opinion of nationally recognized bond counsel to the effect that interest on the Tax-Exempt Bonds does not qualify as Tax-Exempt Interest; or
(b) the date on which any change in law or regulation becomes effective or on which the Internal Revenue Service issues any public or private ruling, technical advice memorandum or any other written communication or on which there shall occur a ruling or decision of a court of competent jurisdiction with or to the effect that the interest income on any of the Tax-Exempt Bonds does not qualify as Tax-Exempt Interest; or
(c) the date on which the Issuer received notice in writing that the Internal Revenue Service has issued a private ruling, technical advice, notice of deficiency, 30-day letter or similar notice or other formal written determination which asserts that the interest on any of the Tax-Exempt Bonds does not qualify as Tax-Exempt Interest.
“Election” shall mean the election held within the Issuer on November 16, 2013 authorizing the issuance of not exceeding $58,800,000 of the Issuer’s general obligation bonds pursuant to such election.
“Escrow Agent” shall mean Regions Bank, Baton Rouge, Louisiana, and its successor or successors, and any other Person which may at any time be substituted in its place pursuant to this Bond Resolution.
“Escrow Agreement” shall mean the Escrow Deposit Agreement dated as of February 1, 2022, between the Issuer and the Escrow Agent, pursuant to which there shall be deposited a portion of the Proceeds of the Bonds in order to provide for payment of the principal of, premium, if any, and interest on the Refunded Bonds as they mature.
“Executive Officers” shall mean the President, the Secretary-Superintendent, and/or the Chief Financial Officer of the Governing Authority.
“Fiscal Year” shall mean the one-year period commencing on July 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 City of Monroe School Board, State of Louisiana, or its successor in function.
“Government Securities” shall mean direct general obligations of, or obligations the timely payment of principal of and interest on which are fully and 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 March 1 and September 1 of each year, commencing March 1, 2022, with respect to the Bonds.
“Issuer” shall mean City of Monroe Special School District, State of Louisiana.
“Lender” shall mean DNT Asset Trust, a wholly owned subsidiary of JPMorgan Chase Bank, N.A.
“Outstanding,” when used with reference to the Bonds, shall mean as of any date, all Bonds theretofore issued under this Bond Resolution, except:
(a) Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;
(b) Bonds for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent or an escrow agent in trust for the owners of such Bonds with the effect specified in Section 11.1 of this Bond Resolution, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Bond Resolution, 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 Bond Resolution; and
(d) Bonds alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in this Bond Resolution or by law.
“Outstanding Prior Bonds” shall mean the Issuer’s Unrefunded: (i) Series 2014 Bonds maturing on March 1, 2026; (ii) Series 2015 Bonds maturing on March 1, 2029; and (iii) Series 2016 Bonds maturing on March 1, 2026.
“Owner” or “Owners” or “Registered Owner” shall mean the Person reflected as registered owner of any of the Bonds on the registration books maintained by the Paying Agent.
“Paying Agent” shall mean Regions Bank, Baton Rouge, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of this Bond Resolution, and thereafter “Paying Agent” shall mean such successor Paying Agent.
“Person” shall mean any individual, corporation, partnership, joint venture, association joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Placement Agent” shall mean Piper Sandler, Baton Rouge, Louisiana
“Pledged Revenues” shall mean the net avails or proceeds of the unlimited ad valorem tax levied against all assessable properties within the Issuer in an amount sufficient to pay principal and interest on the general obligation bonds authorized pursuant to the Election and Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.
“Record Date” shall mean, with respect to an Interest Payment Date, the close of business on the fifteenth calendar day of the preceding month in which an Interest Payment is due, whether or not such day is a Business Day.
“Refunding Act” shall mean Chapters 14 and 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.
“Refunded Bonds” shall mean, collectively, the maturities of the Issuer’s Series 2014 Bonds, Series 2015 Bonds and Series 2016 Bonds described in Exhibit “A” hereto.
“Reissuance Conditions” shall mean: (i) the issuance of a Tax-Exempt Reissuance Opinion as of the TaxExempt Reissuance Date, (ii) the filing with the Internal Revenue Service (“IRS”) of a Form 8038-G executed on behalf of the Governing Authority, (iii) delivery of the Tax-Exempt Reissuance Opinion and a copy of IRS Form 8038-G to the Registered Owner dated as of the Tax-Exempt Reissuance Date, and (iv) the written consent of the Registered Owner, which written consent shall not be unreasonably withheld.
“Series 2014 Bonds” shall mean the Issuer’s General Obligation School Bonds, Series 2014, issued in the original aggregate principal amount of Twenty Million Dollars ($20,000,000).
“Series 2015 Bonds” shall mean the Issuer’s General Obligation School Bonds, Series 2015, issued in the original aggregate principal amount of Seventeen Million Dollars ($17,000,000).
“Series 2016 Bonds” shall mean the Issuer’s General Obligation School Bonds, Series 2016, issued in the original aggregate principal amount of Twenty-One Million Eight Hundred Thousand Dollars ($21,800,000).
“State” shall mean the State of Louisiana.
“Statutory Maximum Rate” shall mean the maximum rate approved for the Bonds by the State Bond Commission in accordance with Louisiana law, such rate being four percent (4.00%) as ordered by the Louisiana State Bond Commission.
“Tax-Exempt Bonds” shall mean the Bonds bearing interest at the Tax-Exempt Interest Rate on and after the Tax-Exempt Reissuance Date.
“Tax-Exempt Interest ” shall mean interest which is excluded from the gross income of the Registered Owner for federal income tax purposes under the Code.
“Tax-Exempt Interest Rate” shall mean an interest rate of 1.99% per annum.
“Tax-Exempt Reissuance Date” shall mean December 1, 2024 provided that the Reissuance Conditions have been satisfied as determined by Bond Counsel.
“Tax-Exempt Reissuance Opinion” shall mean an opinion of Bond Counsel, selected by the Governing Authority and acceptable to the Registered Owner, in form and substance acceptable to the Registered Owner to the effect that, on and after the Tax-Exempt Reissuance Date, the interest on the Bonds as reissued is excludable from the gross income of the Registered Owner for federal income purposes.
“Taxable Adjusted Rate” shall mean in the event of Determination of Taxability with respect to the Tax-Exempt Bonds, a rate of interest which would provide the Owner(s) with an after-tax yield on the then outstanding principal amount of Tax-Exempt Bonds at least equal to the after-tax yield the Owner(s) could have received if a Determination of Taxability had not occurred, but not exceeding the Statutory Maximum Rate.
“Taxable Interest” means interest which is included in gross income of the Registered Owner for federal income tax purposes, including, without limitation, the Taxable Interest Rate borne by the Bonds prior to the Tax Exempt Reissuance Date.
“Taxable Interest Rate” shall mean an interest rate of 2.53% per annum.
“Term Sheet” shall mean the statement of terms and conditions that the Lender has established as necessary and required in order to purchase the Bonds from the Issuer, a copy of which is attached hereto as Exhibit “B”.
SECTION 1.2. Interpretation. In this Bond Resolution, 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 the title of the offices used in this Bond Resolution 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.
(a) This Bond Resolution authorizes a series of Bonds to be designated “General Obligation School Refunding Bonds, Series 2022, of City of Monroe Special School District, State of Louisiana” and provides for the full and final payment of the principal or redemption price of, and interest on all of the Bonds.
(b) The Bonds issued under this Bond Resolution shall be issued to advance refund the Refunded Bonds through the escrow of a portion of the proceeds of the Bonds, in accordance with the terms of the Escrow Agreement, in order to provide for payment of the principal of, premium, if any, and interest on the Refunded Bonds as they mature or upon earlier redemption as provided in Section 13.1 hereof, and to pay the Costs of Issuance.
(c) The Bonds initially shall be issued bearing interest at the Taxable Interest Rate, which interest is included in the gross income of the Registered Owner for federal income tax purposes. On and after the Tax-Exempt Reissuance Date, if any, the Bonds may be reissued bearing Tax-Exempt Interest as further provided in Section 2.5 and Section 2.6 hereof.
(d) Provision having been made for the orderly payment until maturity or earlier redemption of all the Refunded Bonds, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Bond Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Bonds, and accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that the funds so escrowed in accordance with the provisions of the Escrow Agreement, and the Refunded Bonds will be defeased pursuant to the terms of the resolution of the Governing Authority which authorized their issuance.
(e) The Escrow Agreement is hereby approved by the Governing Authority of the Issuer and the Executive Officers are hereby authorized and directed to executed and delivery the Escrow Agreement on behalf of the Issuer in the form approved by Bond Counsel, with such changes, additions, deletions or completions deemed appropriate by such signing officials and Bond Counsel, and it is expressly provided and covenanted that all of the provisions for payment of the principal of, premium, if any, and interest on the Refunded Bonds from the special trust fund created under the Escrow Agreement shall be strictly observed and followed in all respects.
SECTION 2.2. Bond Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Bonds by those who shall own the same from time to time, the provisions of this Bond Resolution shall be a part of the contract of the Issuer with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the Owners 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 Bond or any of the other Outstanding Prior Bonds.
SECTION 2.3. Obligation of Bonds. The Bonds and Outstanding Prior Bonds shall be secured by and payable in principal, premium, if any, and interest solely from an irrevocable pledge and dedication of the Pledged Revenues. The Pledged Revenues are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for payment of the Bonds in principal, premium, if any, and interest as they shall become due and payable, and for other purposes hereinafter set forth in this Bond Resolution. All of the Pledged Revenues shall be set aside in a separate fund as hereinafter provided, and shall be and remain pledged for the security and prompt payment of the Bonds and Outstanding Parity Bonds, in principal, premium, if any, and interest and for all other payments provided for in this Bond Resolution until such Bonds and Outstanding Parity Bonds shall have been fully paid and discharged.
SECTION 2.4. Authorization and Designation. Pursuant to the provisions of the Refunding Act, there is hereby authorized issuance of Ten Million Eight Hundred Seventy-Five Thousand Dollars ($10,875,000) principal amount of Bonds to be designated “General Obligation School Refunding Bonds, Series 2022 of the City of Monroe Special School District, State of Louisiana,” for the purpose of advance refunding the Refunded Bonds shall be in substantially the form set forth in Exhibit “C” hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Refunding Act and this Bond Resolution.
SECTION 2.5. Denominations, Dates, Maturities and Interest. The Bonds shall be issued in a fully registered form, in a single denomination corresponding to the principal amount of $10,875,000, shall be numbered R-l. The Bonds shall bear interest, payable on March 1 and September 1 of each year commencing March 1, 2022, calculated on the basis of a 360-day year consisting of twelve 30-day months, with interest accruing on the outstanding principal amount of the Bonds (i) for the period prior to the Tax-Exempt Reissuance Date, at the Taxable Interest Rate, and (ii) subject to the Reissuance Conditions being met, for the period on and after the Tax-Exempt Reissuance Date, at the Tax-Exempt Interest Rate.
Upon the occurrence of an Event of Default in Article IX hereof, the Bonds shall bear interest at the Default Rate during the time that such Event of Default continues to exist.
In the event of a Determination of Taxability, the interest rate on the Tax-Exempt Bonds shall be adjusted at the written direction of the Lender to the Taxable Adjusted Rate. In such event, the Issuer shall execute and deliver a substitute Bond to the Lender, which shall be duly authenticated by the Paying Agent. If the Taxable Adjusted Rate shall exceed the Statutory Maximum Rate for any period for which interest is payable, then (i) interest at the Statutory Maximum Rate shall be due and payable with respect to such interest period, and (ii) a fee in an amount rate equal to the difference between (A) the rate of interest calculated in accordance with the terms hereof and (B) the Statutory Maximum Rate (the “Excess Fee”) shall be deferred until such date as the rate of interest calculated in accordance with the terms hereof ceases to exceed the Maximum Rate, at which time the Issuer shall pay to the Lender, such portion of the deferred Excess Fee as will cause the rate of interest on the outstanding principal amount of the Tax Exempt Bonds then paid to the Lender to equal the Statutory Maximum Rate. The payments of deferred Excess Fee shall continue to apply to such unpaid amounts hereunder until all deferred Excess Fee is fully paid to the Lender. The Excess Fee shall not be deemed to be an increase in the interest rate on the Tax-Exempt Bonds.
The principal and premium, if any, of the Bonds are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof. Interest on the Bonds is payable by check mailed on or before the Interest Payment Date by the Paying Agent to the Owner (determined as of the Record Date) at the address of such Owner as it appears on the registration books of the Paying Agent maintained for such purpose.
Except as otherwise provided in this Section, the Bonds shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, provided, however, that if and to the extent that the Issuer shall default in payment of interest on any Bonds due on any Interest Payment Date, then all such Bonds shall bear interest at their stated rate from the most recent Interest Payment Date to which interest has been paid on the Bonds, or if no interest has been paid on the Bonds, from their dated date.
The person in whose name any Bond is registered at the close of business on the Record Date with respect to an Interest Payment Date shall in all cases be entitled to receive the interest payable on such Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) not withstanding cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
Section 2.6. Tax-Exempt Reissuance Date.
The Bonds initially shall be issued bearing Taxable Interest. On the Tax-Exempt Reissuance Date, the Bonds may be reissued as Tax-Exempt Bonds; provided, however, that any such reissuance is subject to the Reissuance Conditions being satisfied; and provided further, that if the Bonds are not converted to Tax-Exempt Bonds on the Tax-Exempt Reissuance Date, the Bonds shall continue to bear Taxable Interest at the Taxable Interest Rate.
The Governing Authority hereby authorizes the reissuance of the Bonds contemplated by this Section 2.6 and hereby covenants to take such actions as it may deem appropriate or necessary in order to cause the Tax-Exempt Reissuance Date to occur, including, but not limited to execution of the 8038-G, but shall not be obligated to do so if the other Reissuance Conditions are not satisfied.
ARTICLE III
GENERAL TERMS AND PROVISIONS OF THE BONDS
SECTION 3.1. Exchange of the Bonds; Persons Treated as Owners. The Issuer shall cause books for the registration and for the registration of transfer of the Bonds as provided in this Bond Resolution to be kept by the Paying Agent at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Bonds. At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the Issuer, or by the Registered Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.
Upon surrender for registration of transfer of any Bond, the Paying Agent shall register and deliver in the name of the transferee or transferees one or more new fully registered Bonds of authorized denomination of the same maturity and like aggregate principal amount. At the option of the Owner, the Bonds may be exchanged for other Bonds of authorized denominations of the same maturity and like aggregate principal amount, upon surrender of the Bonds to be exchanged at the principal corporate trust office of the Paying Agent. Whenever any Bonds are so surrendered for exchange, the Paying Agent shall register and deliver in exchange therefor the Bond or Bonds which the Bondholder making the exchange shall be entitled to receive. All Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form and with a guaranty of signature satisfactory to the Paying Agent, duly executed by the Owner or his attorney duly authorized in writing.
No service charge to the Owners shall be made by the Paying Agent for any exchange or registration of transfer of Bonds. The Paying Agent may require payment by the person requesting an exchange or registration of transfer of the Bonds of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Issuer and 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 the 1st calendar day of the month in which an Interest Payment is due, or any date of selection of the Bonds to be redeemed and ending at the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to register the transfer of or exchange any Bond so selected for redemption in whole or in part.
All Bonds delivered upon any registration of transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Bond Resolution as the Bonds surrendered. Prior to due presentment for registration of transfer of any Bond, the Issuer, and the Paying Agent, and any agent of the Issuer, or the Paying Agent may deem and treat the person in whose name any Bond is registered as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary.
SECTION 3.2. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated or be improperly canceled, or be destroyed, stolen or lost, the Governing Authority may in its discretion adopt a resolution and thereby authorize issuance and delivery of a new Bond in exchange for and substitution for such mutilated or improperly canceled Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Owner (i) furnishing the Issuer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the Issuer and the Paying Agent, (ii) giving to the Issuer and the Paying Agent an indemnity bond in favor of the Issuer and the Paying Agent in such amount as the Issuer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the Issuer may prescribe and (iv) paying such expenses as the Issuer and the Paying Agent may incur. All Bonds so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section 3.4 hereof. If any Series Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof any such duplicate Bond issued pursuant to this Section shall constitute an original, additional, contractual obligation on the part of the Issuer, whether or not the lost, stolen or destroyed Bond be at any time found by anyone. Such duplicate Bond shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause:
“This Bond is issued to replace a lost, canceled or destroyed Bond under the authority of La. R.S. 39:971 through 39:974.”
Such duplicate Bond may be signed by the facsimile signatures of the same officers who signed the original Bonds, provided, however, that in the event the officers who executed the original Bonds are no longer in office, then the new Bonds may be signed by the officers then in office. Such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment as provided herein with respect to all other Bonds hereunder, the obligation of the Issuer upon the duplicate Bonds being identical to their obligations upon the original Bonds and the rights of the Owner of the duplicate Bonds being the same as those conferred by the original Bonds.
SECTION 3.3. Preparation of Definitive Bonds, Temporary Bonds. Until the definitive Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 3.5, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds except as to the denominations, one or more temporary typewritten Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to temporary Bonds.
SECTION 3.4. Cancellation of the Bonds. All Bonds paid or redeemed either at or before maturity, together with all Bonds purchased by the Issuer, shall thereupon be promptly cancelled by the Paying Agent. The Paying Agent shall thereupon promptly furnish to the Executive Officers an appropriate certificate of cancellation.
SECTION 3.5. Execution. The Bonds shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the Executive Officers. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Said officers shall, by the execution of the Bonds, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Bonds or any legal opinion certificate thereon, and the Issuer may adopt and use for that purpose the facsimile signature of any person or persons who shall have been such officer at any time on or after the date of such Bond, notwithstanding that at the date of such Bond such person may not have held such office or that at the time when such Bond shall be delivered such person may have ceased to hold such office.
SECTION 3.6. Registration by Paying Agent. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Resolution unless and until a certificate of registration on such Bond substantially in the form set forth in Exhibit “C” attached hereto shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.
SECTION 3.7. Regularity of Proceedings. The Issuer, having investigated the regularity of the proceedings had in connection with 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 the State of Louisiana.”
ARTICLE IV
PAYMENT OF THE BONDS; DISPOSITION OF FUNDS
SECTION 4.1. Deposit of Funds with Paying Agent. The Issuer covenants that it will deposit or cause to be deposited with the Paying Agent from the moneys derived from collection of the Pledged Revenues or other funds available for such purpose, at least five (5) Business Days in advance of the date on which payment of principal, premium, if any, and/or interest falls due on the Bonds, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.
SECTION 4.2. Issuer’s Obligated to Collect Ad Valorem Taxes. In compliance with the laws of the State, the Issuer, through the Governing Authority, by proper resolutions and/or ordinances is obligated to cause the ad valorem taxes to continue to be assessed, levied and collected for the full period of their authorization or until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereof, and further the Issuer shall not discontinue or terminate or permit to be discontinued or terminated the ad valorem taxes in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would adversely affect the amount of the Pledged Revenues to be received by the Issuer until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereof.
SECTION 4.3. Funds and Accounts. In order that principal of and interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows: All avails or proceeds of the ad valorem taxes constituting Pledged Revenues shall be deposited as the same may be collected to the credit of the Issuer, in a separate and special bank account established and maintained with the regularly designated fiscal agent of the Issuer and designated “City of Monroe Special School District, Series 2022 General Obligation School Refunding Debt Service Fund”. Funds on deposit in the Debt Service Fund shall constitute dedicated funds of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the purposes of paying the principal of, interest on, and redemption premium, if any, of the Bonds. Said fiscal agent shall transfer from said Debt Service Fund to the paying agent bank or banks for all Bonds payable from said fund, at least five (5) Business Days in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest so falling due on such date.
All or any part of the moneys in the Debt Service Fund shall, at the written request of the Issuer, be invested in Qualified Investments, provided that Bond proceeds representing accrued interest, if any, shall be invested in Government Securities, maturing prior to the first interest payment date of the respective issues of bonds as herein provided. All income derived from such investments shall be added to the applicable Debt Service 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 Debt Service Fund is herein created.
SECTION 4.4. Funds to Constitute Trust Funds. The Debt Service Fund provided for in Section 4.3 hereof shall be and constitute a trust fund for the purposes provided in this Bond Resolution, and the Owners of Bonds issued pursuant to this Bond Resolution are hereby granted a lien on all such funds until applied in the manner provided herein. The moneys in such fund shall at all times be secured to the full extent thereof by the bank or trust company holding such funds in the manner required by the laws of the State.
SECTION 4.5. Method of Valuation and Frequency of Valuation. In computing the amount in any fund provided for in Section 4.3, investments shall be valued at the lower of cost or market price, exclusive of accrued interest. With respect to the Debt Service Fund valuation shall occur annually. If any investment in the Debt Service Fund ceases to be a Qualified Investment, then such non-conforming investment shall be sold or liquidated, and the proceeds thereof invested in Qualified Investments.
ARTICLE V
REDEMPTION OF THE BONDS
SECTION 5.1. Optional Redemption. Except as otherwise provided in this Article V, the Bonds are not callable for redemption prior to their stated maturity date.
SECTION 5.2 Principal Payments. The Bonds are subject to principal payments, on each of the dates set forth below and in the respective principal amounts set forth opposite each such date, as follows:
Payment Date
(March 1) Principal
Amount
2022 $155,000
2023 50,000
2024 50,000
2025 65,000
2026 110,000
2027 2,260,000
2028 70,000
2029 70,000
2030 1,035,000
2031 1,055,000
2032 1,080,000
2033 1,100,000
2034 1,125,000
2035 1,145,000
2036* 1,505,000
*Final Maturity
SECTION 5.3 Optional Redemption On Determination of Taxability. If a Determination of Taxability occurs, at the option of the Issuer, all of the Tax-Exempt Bonds may be redeemed in whole but not in part following receipt by the Issuer of written notice of such Determination of Taxability at a redemption price equal to 100% of the unpaid principal balance of the Tax-Exempt Bonds Outstanding, plus accrued interest thereon to the date fixed for redemption at the Taxable Adjusted Rate from the date of Determination of Taxability, plus any unpaid Excess Fee.
ARTICLE VI
PARTICULAR COVENANTS, ADDITIONAL BONDS
SECTION 6.1. Obligation of the Issuer in Connection with the Issuance of the Series 2022 Bonds. As a condition of the issuance of the Series 2022 Bonds, the Issuer hereby binds and obligates itself to: (i) deposit irrevocably in trust with the Escrow Agent under the terms and conditions of the Escrow Agreement, as hereinafter provided, an amount of the proceeds derived from the issuance and sale of the Bonds as will enable the Escrow Agent to pay the principal of and interest on the Refunded Bonds; and (ii) deposit in trust with the Escrow Agent such amount of the proceeds of the Bonds as will enable to Escrow Agent to pay the cost of issuance and the costs properly attributable to establishment and administration of the Escrow Fund.
SECTION 6.2. Payment of the Bonds. The Issuer shall budget in each Fiscal Year sufficient Pledged Revenues to make all payments required by Section 4.3 in such Fiscal Year, and shall also duly and punctually pay or cause to be paid as herein provided, the principal of every Bond and the interest thereon, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof.
SECTION 6.3. Tax Covenants.
(a) To the extent permitted by the laws of the State, the Issuer will comply with the requirements of the Code to establish, maintain and preserve the exclusion from “gross income” of interest on the Tax-Exempt Bonds under the Code. The Issuer shall not take any action or fail to take any action, nor shall it permit at any time or times any of the proceeds of the Tax-Exempt Bonds or any other funds of the Issuer to be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any Tax-Exempt Bond to be an “arbitrage bond” as defined in the Code or would result in the inclusion of the interest on any Tax-Exempt Bond in “gross income” under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Tax-Exempt Bonds, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (iii) the use of proceeds of the Tax-Exempt Bonds in a manner which would cause the Tax-Exempt Bonds to be “private activity bonds” under the Code.
(b) The Issuer shall not permit at any time or times any proceeds of the Tax-Exempt Bonds or any other funds of the Issuer to be used, directly or indirectly, in a manner which would result in exclusion of interest on any Tax-Exempt Bond from the treatment afforded by Section 103(a) of the Code, as from time to time amended, or any successor provision thereto.
(c) For purposes of paragraphs (a) and (b) above, “interest” shall include any original issue discount properly allocable to the holder of a Tax-Exempt Bond.
SECTION 6.4. Obligation to Collect Taxes. The Issuer recognizes that the Governing Authority is bound under the terms and provisions of law, to levy and impose and cause the enforcement and collection the ad valorem taxes which secure issuance of the Bonds, and to provide for the proper application thereof, until all of the Bonds have been retired as to both principal and interest. Nothing herein contained shall be construed to prevent the Governing Authority from altering or amending from time to time as may be necessary the resolutions and/or ordinances adopted providing for the levying, imposition, enforcement and collection of the ad valorem taxes or any subsequent resolution and/or ordinance providing therefor, provided that such alterations or amendments shall not be made in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. The resolutions and/or ordinances imposing the ad valorem taxes and pursuant to which the ad valorem taxes are being levied, collected and allocated, and the obligation to continue to levy, collect and allocate the ad valorem taxes and to apply the Pledged Revenues in accordance with the provisions of this Bond Resolution, shall be irrevocable until the Bonds have been paid in full as to both principal and interest, and shall not be subject to amendment in any manner which would impair the rights of the Owners from time to time of the Bonds 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 the ad valorem taxes or permit to be discontinued the ad valorem taxes in anticipation of the collection of which the Bonds have been issued or in any way make any change in ad valorem taxes which would diminish the amount of the Pledged Revenues to be received by the Issuer until all of the Bonds shall have been retired as to both principal and interest.
SECTION 6.5. Indemnity Bonds. 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 collection of the ad valorem taxes, 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 6.6. Issuer to Maintain Books and Records. So 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 receipts of the ad valorem taxes, 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 the Legislative Auditor of the State (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Debt Service Fund. Such audit shall be available for inspection upon request by the Owners of any of the Bonds. The Issuer further agrees that the Paying Agent and the Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the Issuer relating to the ad valorem taxes.
SECTION 6.7. Pledged Revenues Not Encumbered. As of this date, the Pledged Revenues are not pledged or encumbered in any way, except to the payment of the Outstanding Parity Bonds.
ARTICLE VII
SUPPLEMENTAL BOND RESOLUTIONS
SECTION 7.1. Supplemental Resolutions Effective Without Consent of Owners. For any one or more of the following purposes and at any time from time to time, a resolution and/or ordinance supplemental hereto may be adopted, which, upon filing with the Paying Agent of a certified copy thereof, but without any consent of Owners, shall be fully effective in accordance with its terms: (a) to add to the covenants and agreements of the Issuer in this Bond Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with this Bond Resolution as theretofore in effect; (b) to add to the limitations and restrictions in this Bond Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with this Bond Resolution as theretofore in effect; (c) to surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of this Bond Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Issuer contained in this Bond Resolution; (d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of this Bond Resolution; or (e) to insert such provisions clarifying matters or questions arising under this Bond Resolution as are necessary or desirable and are not contrary to or inconsistent with this Bond Resolution as theretofore in effect.
SECTION 7.2. Supplemental Resolutions Effective with Consent of Owners. Except as provided in Section 7.1, any modification or amendment of this Bond Resolution or of the rights and obligations of the Issuer and of the Owners of the Bonds hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Bond Obligation at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentages of Bonds the consent of the Owner of which is required to effect any such modification or amendment, or change the obligation of the Issuer to levy and collect the ad valorem taxes for payment of the Bonds as provided herein, without the consent of the Owners of all of the Bonds then outstanding, or shall change or modify any of the rights or obligations of the Paying Agent without its written assent thereto. For purposes of this Section, the Bonds shall be deemed to be affected by a modification or amendment of this Bond Resolution if the same adversely affects or diminishes the rights of the Owners of said Bonds.
ARTICLE VIII
PARITY OBLIGATIONS
SECTION 8.1. Issuance of Parity Obligations. All of the Bonds and Outstanding Prior Bonds shall enjoy complete parity of lien on the Pledged Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The Issuer may issue other bonds or obligations payable from or enjoying a lien on the Pledged Revenues on a parity with the Bonds and Outstanding Prior Bonds.
The Bonds and Outstanding Prior Bonds or any part thereof, including interest and redemption premiums thereon, may be refunded and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the Bonds and Outstanding Prior Bonds and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds and Outstanding Prior Bonds.
ARTICLE IX
EVENT OF DEFAULT /REMEDIES
SECTION 9.1. Events of Default. If one or more of the following events (in this Bond Resolution called Events of Default) shall happen, that is to say,
(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
(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond and Outstanding Prior Bonds 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 Resolution, any supplemental resolution or in the Bonds contained 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 Bond Obligation; or
(d) 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 of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law.
ARTICLE X
CONCERNING FIDUCIARIES
SECTION 10.1. Escrow Agent; Appointment and Acceptance of Duties. Regions Bank, Baton Rouge, Louisiana, is hereby appointed Escrow Agent. The Escrow Agent shall signify its acceptance of the duties and obligations imposed on it by this Bond Resolution by executing and delivering the Escrow Agreement.
SECTION 10.2. Paying Agent; Appointment and Acceptance of Duties. The Issuer will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Bond Resolution. The designation of Regions Bank, Baton Rouge, Louisiana, as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by this Bond Resolution by executing and delivering an acceptance of its rights, duties and obligations as Paying Agent set forth herein in form and substance satisfactory to the Issuer.
SECTION 10.2. Successor Paying Agent. Any successor Paying Agent shall (i) be a trust company or bank in good standing, located in or incorporated under the laws of the State, duly authorized to exercise trust powers, and (ii) be subject to supervision or examination by Federal or state authority. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent.
SECTION 10.3. Successor Paying Agent. Any successor Paying Agent shall (i) be a trust company or bank in good standing, located in or incorporated under the laws of the State, duly authorized to exercise trust powers, and (ii) be subject to supervision or examination by Federal or state authority. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Defeasance.
(a) If the Issuer shall pay or cause to be paid to the Owners of all Bonds then outstanding, the principal and interest to become due thereon, at the times and in the manner stipulated therein and in this Bond Resolution, then the covenants, agreements and other obligations of the Issuer to the Owners shall be discharged and satisfied. In such event, the Paying Agent shall, upon the request of the Issuer, execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the Issuer any moneys, securities and funds held by it pursuant to this Bond Resolution which are not required for the payment or redemption of the Bonds not theretofore surrendered for such payment or redemption.
(b) Bonds or interest installments for the payment of which sufficient Defeasance Obligations shall have been set aside and held in trust by the Paying Agent or an escrow agent (through deposit by the Issuer of funds for such payment or redemption or otherwise) at a maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section.
SECTION 11.2. Evidence of Signatures of Bondholders and Ownership of Bonds.
(a) Any request, consent, revocation of consent or other instrument which this Bond Resolution may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument appointing any such attorney, or (ii) the ownership by any person of the Bonds shall be sufficient for any purpose of this Bond Resolution (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:
1. The fact and date of execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.
2. The ownership of Bonds and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent.
(b) Any request or consent by the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Issuer or the Paying Agent in accordance therewith.
SECTION 11.3. Moneys Held for Particular Bonds. The amounts held by the Paying Agent for the payment due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners of the Bonds entitled thereto.
SECTION 11.4. Parties Interested Herein. Nothing in this Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the Issuer, the Paying Agent, and the Owners of the Bonds any right, remedy or claim under or by reason of this Bond Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in this Bond Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent and the Owners of the Bonds.
SECTION 11.5. No Recourse on the Bonds. No recourse shall be had for payment of principal of or interest on the Bonds or for any claim based thereon or on this Bond Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Bonds.
SECTION 11.6. Successors and Assigns. Whenever the Issuer is named or referred to in this Bond Resolution, such naming or reference shall be deemed to include its successors and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the Issuer shall bind and inure to the benefit of their successors and assigns whether so expressed or not.
SECTION 11.7. Subrogation. In the event the Bonds herein authorized to be issued, or any of them, should ever be held invalid by any court of competent jurisdiction, the Owner or Owners thereof shall be subrogated to all the rights and remedies against the Issuer had and possessed by the Owner or Owners of the Refunded Bonds.
SECTION 11.8. Severability. In case any one or more of the provisions of this Bond Resolution 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 Bond Resolution or of the Bonds, but this Bond Resolution 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 Bond Resolution which validates or makes legal any provision of this Bond Resolution or the Bonds which would not otherwise be valid or legal shall be deemed to apply to this Bond Resolution and to the Bonds.
SECTION 11.9. Publication of Bond Resolution. This Bond Resolution shall be published one time in the official journal of the Governing Authority; however, it shall not be necessary to publish any Exhibits hereto if the same are available for public inspection and such fact is stated in the publication.
SECTION 11.10. Execution of Documents, Further Acts. In connection with issuance and sale of the Bonds, the Executive Officers are each authorized, empowered and directed to execute on behalf of the Issuer such documents, certificates and instruments as they may deem necessary (including but not limited to the documents requiring executed attached as Exhibits hereto), with such changes, additions, deletions or completions deemed appropriate by such signing officials and upon the advice of Bond Counsel, to effect the transactions contemplated by this Bond Resolution, the signatures of the Executive Officers on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder. All acts and doings of the Executive Officers of the Issuer which are in conformity with the purposes and intent of this Bond Resolution are hereby in all respects ratified, approved and confirmed.
SECTION 11.11. Post-Issuance Compliance. The Executive Officers and/or their designees are directed to establish written procedures to assist the Issuer in complying with various State and Federal statutes, rules, and regulations applicable to the Bonds and are further authorized to take any and all actions as may be required by said written procedures to ensure continued compliance with such statutes, rules, and regulations throughout the term of the Bonds.
SECTION 11.12. Role of the Lender. The Lender and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to the Lender Letter and any other information, materials or communications provided by the Lender: (a) the Lender and its representatives are not recommending an action to any municipal entity or obligated person; (b) the Lender and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to this Lender Letter, information, materials or communications; (c) the Lender and its representatives are acting for their own interests; and (d) the Issuer has been informed that the Issuer should discuss the Lender Letter and any such other information, materials or communications with any and all internal and external advisors and experts that the Issuer deems appropriate.
SECTION 11.13. Privately Negotiated Loan. The Issuer acknowledges and agrees that the Lender 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. At closing, the Lender will provide the Lender Letter prior to delivery of the Bonds. In the event that SEC Rule 15c2-12 requires information regarding the Bonds to be reported to EMMA, the Lender reserves the right to review the submission and request that it be redacted in any manner deemed appropriate; provided however, that notwithstanding the foregoing nothing shall prevent the Issuer from complying with its continuing disclosure obligations pursuant to applicable law. Notwithstanding the foregoing, the Issuer agrees that the Lender may without limitation (i) at any time sell, assign, pledge or transfer all or a portion of the Bond, or one or more interests in all or any part of the Lender’s rights and obligations to one or more assignees and/or participants which may include affiliates of the Lender; and (ii) at the Lender’s option, disclose information and share fees with such assignees and/or participants.
SECTION 11.14. Lender Requested Changes. Any changes requested by the Lender to the terms of the Bonds, as reflected in the Paying Agent Agreement, shall be incorporated in this Bond Resolution as if set forth in their entirety herein. Any changes to substantive provisions of this Bond Resolution, as determined by the Executive Officers on advice of Bond Counsel, explicitly including, but not limited to, the principal amount, interest rate, term, redemption provisions and/or the requisite terms for the of issuance of additional parity bonds, as stated in Article VIII herein, be and are hereby excluded from being incorporated in this Bond Resolution via this Section.
SECTION 11.15. Reserved.
SECTION 11.16. US Patriot Act. The Issuer represents and warrants to the Lender that neither it nor any of its principals, shareholders, members, partners or affiliates, as applicable, is a Person named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of such Person. The Issuer further represents and warrants to the Lender that the Issuer and its principals, shareholders, members, partners or affiliates, as applicable, are not directly or indirectly, engaged in, nor facilitating, the transactions contemplated by this transaction on behalf of any Person named as a Specially Designated National and Blocked Person.
ARTICLE XII
SALE OF BONDS/NON BANK QUALIFIED
SECTION 12. 1 Award of Bonds. The sale of the Bonds to the Lender pursuant to the Term Sheet and the terms set forth in this Bond Resolution is hereby in all respects approved, ratified, and confirmed and after their execution, the Bonds shall be delivered to the Lender or its agents or assigns, upon receipt by the Issuer of the agreed purchase price. Each Executive Officers, individually or collectively, is hereby empowered, authorized, and directed to execute and deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by, either, in their sole discretion, necessary or advisable to implement this Bond Resolution or facilitate the sale of the Bonds, including but not limited to any Placement Agreement.
SECTION 12.2. Bonds are not “Bank-Qualified”. The Tax-Exempt Bonds are not designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.
ARTICLE XIII
REDEMPTION OF REFUNDED BONDS
SECTION 13.1. Call for Redemption. Subject only to delivery of the Bonds, the Refunded Bonds are hereby irrevocably called for redemption on February 17, 2022, at a redemption price of 100% of the principal amount of each Refunded Bond so redeemed, and accrued interest to the date of redemption, in compliance with the resolution authorizing their issuance.
SECTION 13.2. Notice of Redemption. In accordance with the resolution authorizing issuance of the Refunded Bonds, notice of redemption in substantially the form attached hereto as Exhibit “A”, shall be given by means of first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, addressed to the registered owner of each bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds.
ARTICLE XIV
ADDITIONAL COVENANTS OF THE ISSUER
SECTION 14.1. Payment of Bonds. The Issuer shall duly and punctually pay or cause to be paid as herein provided, the principal, premium, if any, and interest thereon, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof.
SECTION 14.2. Accounting Requirements. So long as any of the Bonds are outstanding and unpaid in principal, premium, if any, 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 Pledged Revenues and shall cause the same to be performed relative to the application of amounts deposited in each fund established or maintained hereunder.
SECTION 14.3. Audit / Reporting Requirements. The Issuer shall cause an audit of its financial statements to be made by an independent firm of certified public accountants in accordance with the requirements of Chapter 8 of Title 24 of the Louisiana Revised Statutes of 1950, as amended. Such audit shall be provided to the Lender or any subsequent Owners of any of the Series 2022 Bonds not later than two hundred forty days (240) days after the close of each Fiscal Year, commencing with the Fiscal Year ended June 30, 2021. The Issuer further agrees that the Paying Agent, the Lender and any subsequent Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the Issuer relating to its operations and the Pledged Revenues.
SECTION 14.4. Sale / Assignment. The Issuer agrees that the Lender may without limitation (i) at any time sell, assign, pledge or transfer (collectively, a “Transfer”) all or a portion of the Bonds, or one or more interests in all or any part of the Lender’s rights and obligations under the Bonds to one or more assignees and/or participants which may include affiliates of the Lender, provided however that any Transfer by Lender shall be in accordance with applicable federal and state law; and (ii) at the Lender’s option, disclose information and share fees with such assignees and/or participants.
SECTION 14.5. Waiver of Jury Trial. The Issuer and Lender agrees to waive, to the fullest extent permitted by applicable law, any right to have a jury participate in resolving any dispute in any way related to the Term Sheet, any related documentation or the transactions contemplated thereby.
SECTION 14.6. Governing Law. All aspects of the Bonds, including the Term Sheet and any other document relating to the Bonds will be governed by the laws of the State of Louisiana.
And the resolution as declared adopted on this, the 15th day of February, 2022.
/s/ Brent Vidrine, /s/ Brandon Johnson,
Secretary- Superintendent President
STATE OF LOUISIANA
PARISH OF OUACHITA
I, the undersigned Secretary- Superintendent City of Monroe Special School District, State of Louisiana do hereby certify that the foregoing pages constitute a true and correct copy of:
A RESOLUTION PROVIDING FOR ISSUANCE, SALE AND DELIVERY OF TEN MILLION EIGHT HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($10,875,000) GENERAL OBLIGATION SCHOOL REFUNDING BONDS, SERIES 2022 BY THE CITY OF MONROE SPECIAL SCHOOL DISTRICT, STATE OF LOUISIANA; PRESCRIBING THE FORM, TERMS, AND CONDITIONS OF SUCH BONDS AND PROVIDING FOR THE PAYMENT THEREOF; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH.
IN FAITH WHEREOF, witness my official signature on this 15th day of February, 2022.
/s/ Brent Vidrine,
Secretary-Superintendent
