Natchitoches-Times_204841

ing, premiums for the insur- ance of the payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the Issuer in con- nection with the original issuance of Bonds. "Executive Officers" means collectively the Mayor and the Clerk of the City of Natchitoches, State of Louisiana. "Fiscal Year" means the one-year accounting period beginning June I of each year, or such other period as may be designated by the Governing Authority as the fiscal year of the Issuer. "General Purpose Portion" means the 50% portion of the Revenues of the Tax autho- rized by numbered subpara- graph (ii) of the Sales Tax Rededication Proposition of April 9, 2016. "Governing Authority" means the City Council of the City of Natchitoches, State of Louisiana. "Government Securities" shall mean direct obligations of the United States of America, or obliga¬tions the timely payment of principal of and interest on which are uncondi¬tion¬ally guaran- teed by the United States of America, which are non- callable prior to their maturi- ty and may be United States Treasury obligations such as the State and Local Government Series. "Interest Payment Date" shall mean March 1 and September 1 of each year, commencing September 1, 2021. "Issuer" or "City" means the City of Natchitoches, State of Louisiana, and its successors or assigns. "Issuer’s Counsel" shall mean Washington & Wells Law Firm L.L.C. "Lender" means Capital One Public Funding, LLC, the original owner of the Bonds, and its successors and assigns as permitted here- in. "Offer to Lend" means the Offer to Lend of the Lender attached hereto as Exhibit C. "Outstanding" when used with respect to Bonds means, as of the date of deter- mination, all Bonds or por- tions thereof thereto¬fore issued and delivered under this Bond Ordinance, except: 1. Bonds theretofore can- celed by the Paying Agent or delivered to the Paying Agent for cancella¬tion; 2. Bonds or portions there- of for which payment suffi¬cient funds or Government Securities have been paid to or theretofore deposited in trust for the own- ers of such Bonds; and 3. Bonds in exchange for or in lieu of which other Bonds have been registered and deliv¬ered pursuant to this Bond Ordinance; 4. Bonds alleged to have been mutilated, de¬stroy¬ed, lost or stolen which have been paid as provided in this Bond Ordinance or by law. "Outstanding Parity Bonds" means, the (i) unre- funded Series 2018 Bonds, and (ii) unrefunded Series 2019 Bonds. “Outstanding Parity Bond Ordinances” means, collec- tively, (i) the ordinance adopted by the Issuer on January 22, 2018, authorizing the issuance of the Series 2018 Bonds and (ii) the ordi- nance adopted by the Issuer on November 26, 2018, authorizing the issuance of the Series 2019 Bonds. "Owner" or "Owners" shall mean the Person reflect- ed as registered owner of any of the Bonds on the registra- tion books maintained by the Paying Agent. "Paying Agent" means Regions Bank, Baton Rouge, Louisiana, until such time as a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Ordinance and thereafter "Paying Agent" shall mean such suc- cessor Paying Agent. "Person" shall mean any individual, corporation, part- ner¬ship, joint venture, asso- ciation, joint-stock company, trust, unincorpo¬rated orga- nization or government or any agency or political subdi- vision thereof. "Record Date" shall mean, with respect to an Interest Payment Date, the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a Business Day. "Refunded Bonds" shall mean the March 1, 2023 through March 1, 2033 mandatory redemptions of the Series 2018 Bonds and the Series 2019 Bonds in the aggregate principal amount of $10,985,000 (comprised of the $9,735,000 aggregate principal amount of the March 1, 2023 through March 1, 2033 mandatory redemp- tions of the Series 2018 Bonds and the $1,250,000 aggregate principal amount of the March 1, 2023 through March 1, 2033 mandatory redemptions of the Series 2019 Bonds), which are being refunded by the Bonds, as more fully described in Exhibit A hereto. "Revenues of the Tax" means the avails or proceeds of the Tax, subject only to the prior payment of the reason- able and necessary costs and expenses of collecting and administering the Tax. "Series 2018 Bonds" shall mean the Issuer's outstanding Sales Tax Bond, Series 2018. "Series 2019 Bonds" shall mean the Issuer's outstanding Sales Tax Bond, Series 2019. "State" shall mean the State of Louisiana. "Tax" means the special one percent (1%) sales and use tax authorized pursuant to special elections held on January 11, 1966, July 23, 1968, September 13, 1980 and April 9, 2016, of which tax the Issuer is now receiv- ing fifty percent (50%) of the Revenues of the Tax. SECTION 1.2. Interpretation. In this Bond Ordinance, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the mas- culine gender shall be deemed and construed to include correlative words of the feminine and neuter gen- ders and (c) the title of the offices used in this Bond Ordinance shall be deemed to include any other title by which such office shall be known under any subsequent- ly adopted charter. ARTICLE II AUTHORIZATION AND ISSUANCE OF BONDS SECTION 2.1. Authorization of Bonds; Refunding of Refunded Bonds. This Bond Ordinance creates a series of Bonds, consisting of a single bond, of the Issuer to be designated "Sales Tax Refunding Bonds, Series 2021, of the City of Natchitoches, State of Louisiana" and provides for the full and final payment of the principal of and interest on all the Bonds. The Bonds issued under this Bond Ordinance shall be issued for the purpose of refunding the Refunded Bonds and paying the Cost of Issuance. Provision having been made herein for the orderly redemption of all the Refunded Bonds and payment of accrued interest thereon to COPF, in accordance with their terms, it is hereby recog- nized and acknowledged that as of the date of delivery of the Bonds under this Bond Ordinance, the Issuer is expected to have no future obligation with reference to the Refunded Bonds. SECTION 2.2. Bond Ordinance to Constitute Contract. In con¬sideration of the purchase and accep- tance of the Bonds when, as and if delivered by those who shall own the same from time to time, the provisions of this Bond Ordinance 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 con- tract between the Issuer and the Owners from time to time of the Bonds. The provisions, covenants and agreements herein set forth to be per- formed by or on behalf of the Issuer shall be for the equal benefit, protection and securi- ty 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, pri- ority or distinction over any other thereof except as expressly provided in this Bond Ordinance. SECTION 2.3. Obligation of Bonds. The Bonds shall be secured by and payable solely from an irrevocable pledge and dedication of the avails or proceeds of the Tax. This Governing Authority does hereby obligate itself and its successors in office to impose and collect the Tax in each year, and does hereby irrevo- cably and irrepealably dedi- cate, appropriate and pledge the annual income to be derived from the assessment, levy and collec¬tion of the Tax in each year to the pay- ment of the Bonds. All of the General Purpose Portion shall be set aside as herein provid- ed and shall be and remain pledged for the security and payment of the Bonds in prin- cipal and interest and for all other payments provided for in this Bond Ordinance until the Bonds shall have been fully paid and discharged. The Bonds shall be and the same are hereby issued on a parity with the Outstanding Parity Bonds on the Revenues of the Tax or other funds spe- cially applicable to the pay- ment of said bonds, including funds established by the Outstanding Parity Bond Ordinances. The Governing Authority does hereby find, determine and declare that the Issuer has complied, or will comply prior to the delivery of the Bonds, with all of the terms and conditions set forth in the Outstanding Parity Bond Ordinances, with respect to authorizing the issuance of the Bonds on a parity with the Outstanding Parity Bonds. SECTION 2.4. Authorization and Designation. Pursuant to the provisions of the Act there is hereby authorized the incur- rence of debt and the issuance of Eleven Million One Hundred Sixty Five Thousand Dollars ($11,165,000) princi- pal amount of Bonds of the Issuer to be designated "Sales Tax Refunding Bonds, Series 2021, of the City of Natchitoches, State of Louisiana," for the purpose of refunding the Refunded Bonds and paying the Costs of Issuance. The Bonds shall be in substantially the form set forth as Exhibit B hereto, with such necessary or appro- priate variations, omissions and insertions as are required or permitted by the Act and this Bond Ordinance. SECTION 2.5. Dates, Maturities and Interest. The Bonds shall be issued in the form of a single, fully regis- tered bond, numbered R-1, in the principal amount of $11,165,000, shall be dated the date of delivery thereof (expected to be May 25, 2021) and mature in install- ments as set forth in Section 5.2 of this Bond Ordinance. The Bonds shall bear interest from the date thereof or from the most recent Interest Payment Date to which inter- est has been paid or duly pro- vided for, payable on each Interest Payment Date, at the interest rate of 2.75% per annum and shall mature on March 1, 2033. The principal of and inter- est on the Bonds shall be payable by wire transfer or other form of electronic pay- ment in accordance with the written account instructions provided by the Owner or, with the Owner’s written con- sent, by such other commer- cially reasonable method of payment, directly to the Owner shown on the Bond Register, provided, however, that principal of the Bonds at final maturity shall be payable at the designated office of the Paying Agent upon presentation and surren- der thereof. Notwithstanding anything in this Ordinance to the contrary, prior to the Maturity Date or the earlier payment in full of the Bonds, payments of principal of and interest on the Bonds will be payable without presentation and surrender hereof. Each Bond delivered under this Ordinance upon transfer of, in exchange for or in lieu of any other Bonds shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bonds, and each such Bond shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution. Except as otherwise pro- vided in this Section, Bonds shall bear interest from 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 the payment of the interest on any Bonds due on any Interest Payment Date, then all such Bonds shall bear interest 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 notwithstanding the can- cellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date. ARTICLE III GENERAL TERMS AND PROVISIONS OF THE BONDS SECTION 3.1. Exchange of Bonds; Persons Treated as Owners. The Issuer shall cause books for the registra- tion and for the registration of transfer of the Bonds as pro- vided in this Bond Ordinance to be kept by the Paying Agent at its designated corpo- rate trust office, and the Paying Agent is hereby con- stituted and appointed the registrar for the Bonds. Any Bonds presented for registration of transfer or exchange shall be accompa- nied by a written instrument or instruments of transfer in form satisfactory to the Paying Agent, duly executed by the Owner or his attorney duly authorized in writing. The Bonds may be trans- ferred, registered and assigned only on the Bond Register, and such registra- tion shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bonds or by other instru¬ments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bonds after receipt of the Bonds to be transferred in proper form. Such new Bond or Bonds shall be in the denomination of $250,000, or any integral of $5,000 in excess thereof. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bonds during a period begin- ning at the opening of busi- ness on a Record Date and ending at the close of busi- ness on the Interest Payment Date. 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 Bonds of a sum sufficient to cover any tax or other governmental charge that may be imposed in rela- tion 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 a Record Date or any date of selection of Bonds to be pre- paid and ending at the close of business on the Interest Payment Date. 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 Ordinance as the Bonds sur- rendered. Prior to due presentment for registration of transfer of any Bonds, 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 Bonds 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 cancelled, or be destroyed, stolen or lost, the Issuer may in its discretion adopt an ordinance and there- by authorize the issuance and delivery of a new Bond in exchange for and substitution for such mutilated or improp- erly cancelled Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Owner (i) fur- nishing the Issuer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss reasonably satis- factory to the Issuer and the Paying Agent, (ii) giving to the Issuer and the Paying Agent an indemnity in form and substance reasonably acceptable to the Issuer and the Paying Agent, (iii) com- plying with such other rea- sonable regulations and con- ditions as the Issuer may pre- scribe 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 3.3 hereof. If any 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, contrac- tual obligation on the part of the Issuer, whether or not the lost, stolen or destroyed Bond be at any time found by any- one. Such duplicate Bond shall be in all respects identi- cal with those replaced except that it shall bear on its face the following additional clause: "This bond is issued to replace a lost, cancelled or destroyed bond under the authority of the Act." Such duplicate Bond may be signed by the facsimile signatures of the same offi- cers 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 obligations of the Issuer upon the duplicate Bonds being identical to its obliga- tions 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. Cancellation of Bonds. All Bonds paid, 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 Chief Financial Officer of the Issuer an appropriate certifi- cate of cancellation. SECTION 3.4. 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, and the corporate seal of the Issuer (or a facsimile thereof) shall be thereunto affixed, imprint- ed, engraved or otherwise reproduced thereon. In case any one or more of the offi- cers 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 offi- cers shall, by the execution of the Bonds, adopt as and for their own proper signatures their respective facsimile sig- natures 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, notwithstand¬ing that at the date of such Bond such per- son 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 3.5. Registration by Paying Agent. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Ordinance unless and until a certificate of registra- tion on such Bond substan- tially in the form set forth in Exhibit B 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 conclu- sive evidence that such Bond has been executed, registered and delivered under this Bond Ordinance. SECTION 3.6. Recital of Regularity. This Governing Authority, having investigat- ed the regularity of the pro- ceedings had in connection with this issue of Bonds, and having determined the same to be regular, the Bonds shall contain the following recital, to-wit: "It is certified that this indebtedness is authorized by and is issued in conformity with the requirements of the Constitution and statutes of Louisiana." ARTICLE IV SINKING FUND; PAY- MENT OF BONDS SECTION 4.1. Flow of Funds. In order that the prin- cipal of and the interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provid- ed, the Issuer further covenants as follows: All of the General Purpose Portion shall be deposited daily as the same may be col- lected in the separate and spe- cial bank account maintained with the regularly designated fiscal agent of the Issuer and designated as previously pro- vided for in the ordinance adopted by the Issuer on January 22, 2018, authorizing the issuance of the Series 2018 Bonds (hereinafter called the "Sales Tax Fund"). The Sales Tax Fund consti- tutes a dedicated fund of the Issuer, from which appropria- tions and expenditures by the Issuer shall be made solely for the purposes designated in the proposition authorizing the levy of the Tax, including the payment of the Bonds. Out of the funds on deposit in the Sales Tax Fund, the Issuer shall first pay all rea- sonable and necessary expenses of collection and administration of the General Purpose Portion. After pay- ment of such expenses and more specifically into the remaining balance of the pro- ceeds of the General Purpose Portion shall be used in the following order of priority and for the following express purposes: (a) The maintenance of the "Sales Tax Bond Sinking Fund-2021" (hereinafter called the "Sinking Fund"), sufficient in amount to pay promptly and fully the princi- pal of, premium, if any, and the interest on the Bonds herein authorized, including any pari passu bonds issued hereafter in the manner pro- vided by this Ordinance, as they severally become due and payable, by transferring from the Sales Tax Fund to the regularly designated fis- cal agent of the Issuer, monthly in advance on or before the 20th day of each month of each year, a frac- tional amount of the interest, if any, falling due on the Bonds on the next interest payment date and a fractional amount of the principal of the Bonds falling due on the next principal payment date, whether by maturity, any installment payment under Section 5 or mandatory call or otherwise, such fractions being equal to the number 1 divided by the number of months preceding such inter- est payment date or principal payment date, as the case may be, since the last interest or principal payment date, as the case may be, so that by mak- ing equal monthly payments the Issuer will always provide the necessary sums required to be on hand on each interest and principal payment date. The Issuer shall transfer from said Sinking Fund to the pay- ing agent(s) for all Bonds payable from the Sinking Fund, or directly to the Owners, not less than three (3) days prior to each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest of the Bonds falling due on such date (b) No debt service reserve fund is required by the Lender in connection with the Bonds or the Outstanding Prior Bonds, and accordingly, none is being established in connection with the issuance of the Bonds. A debt service reserve fund may be estab- lished in connection with the issuance of Additional Parity Bonds, provided that, if the ordinance providing for the issuance of any Additional Parity Bonds provides for deposits into a debt service reserve fund that is estab- lished for the purpose of securing the debt service pay- ments of such Additional Parity Bonds, the required payments into said debt ser- vice reserve fund shall be considered principal and interest requirements of such Additional Parity Bonds for the parity calculation set forth in Section 9(2)(i). If a debt service reserve fund is estab- lished for any Additional Parity Bonds, then if at any time the General Purpose Portion or amounts in the Sales Tax Fund are insuffi- cient to pay when due all deposits and amounts required by subsection (a) of Section 9.1 of this Ordinance, then all amounts in such debt service reserve fund shall be utilized to pay amounts owing and/or to be owing on such Additional Parity Bonds prior to any of the General Purpose Portion or amounts in the Sales Tax Fund paying or being deposited to pay such Additional Parity Bonds. SECTION 4.2. Payment of Bonds. The Issuer shall duly and punctually pay or cause to be paid as herein provided, the principal of and the inter- est on the Bonds, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof. ARTICLE V PREPAYMENT OF BONDS SECTION 5.1. Optional Prepayment of Bonds. The Bonds are not subject to optional prepayment prior to March 1, 2031, without the written consent of the Owner. The unpaid principal of the Bonds shall be subject to pre- payment prior to maturity in whole only, and not in part, on any interest payment date beginning on March 1, 2031 at the option of the Issuer, at the prepayment price equal to 100% of the par amount of the Bonds to be prepaid plus accrued interest on the Bonds, if any, to the prepay- ment date. Official notice of such call of all or any portion of the Bonds for optional pre- payment will be given by accepted means of electronic communication, not less than forty-five (45) days prior to the prepayment date addressed to the registered owner of each bond to be pre- paid at his address as shown on the registration books of the Paying Agent. The notice provided for any optional pre- payment may provide that such optional prepayment is conditioned upon the avail- ability of funds therefor. SECTION 5.2. Payments of Principal. The Bonds shall be issued for con- venience as a single Bond, the principal of which (plus accrued interest thereon) shall be paid in installments without necessity of notice on March 1 in the years and in the principal amounts set forth below: Year Principal (March 1) Amount 2022 35,000 2023 875,000 2024 905,000 2025 930,000 2026 955,000 2027 980,000 2028 1,010,000 2029 1,035,000 2030 1,065,000 2031 1,095,000 2032 1,125,000 2033* 1,155,000 * Final Maturity Public Notices FOR MORE PUBLICATIONS AROUND THE STATE GO TO: www.publicnoticeads.com/LA 10B Thursday Edition, May 13, 2021 THE NATCHITOCHES TIMES

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