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Public Notices: Thursday, October 16th, 2008
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|Public Notices Published Thursday, October 16th, 2008RESOLUTION|
A Resolution providing for the incurring of debt and issuance of not to exceed Sixty Thousand Dollars ($60,000) of Certificates of Indebtedness, Series 2008, of the Crowville Fire District, Parish of Franklin, State of Louisiana, prescribing the form, terms and conditions of said Certificates, designating the date, denomination and place of payment of said Certificates, providing for the payment thereof in principal and interest; and providing for the acceptance of an offer for the purchase of said Certificates, and providing for other matters in connection therewith.
WHEREAS, the General Fund Budget for the Crowville Fire District, Parish of Franklin, State of Louisiana (the “Issuer”), for the fiscal year ending December 31, 2008, shows surplus moneys sufficient to meet the maximum principal and interest requirements in any future year on the Certificates of Indebtedness authorized herein, and the Board of Commissioners (the“Governing Authority”), acting as the Governing Authority of the Issuer, will herein obligate the Governing Authority of the Issuer, and its successors in office to budget and set aside annually adequate funds for the payment of the Certificates in principal and interest in future years; and
WHEREAS, Sections 2921 to 2925, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended (R.S. 33:2921, et seq), authorize the Issuer to make and enter into contracts dedicating the excess of annual revenues of subsequent years above statutory necessary and usual charges to the payment of the cost of public improvements which are to be borne by the Issuer under such contracts provided all such dedications do not exceed the estimated excess of revenue above statutory, necessary and usual charges for the year in which such contract is made; and
WHEREAS, pursuant to and in accordance with the foregoing, the Issuer now desires to incur debt and issue not more than Sixty Thousand Dollars ($60,000) of its Certificates of Indebtedness, Series 2008, in the manner authorized and provided by the aforesaid Sections of the Louisiana Revised Statutes of 1950, as hereinafter provided, for the purpose of (i) covering its cost of public improvements, namely the purchase of a fire fighting vehicle and related fire fighting equipment, title to which will be in the public (the “Project”); and (ii) paying costs of issuance of the Certificates; and
WHEREAS, it is the desire of this Governing Authority to fix the details necessary with respect to the issuance of the Certificates and to provide for their authorization and issuance; and
WHEREAS, it is the further desire of this Governing Authority to provide for the sale of the Certificates at the price and in the manner provided for herein.
SECTION 1. Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:
“Certificate” means any certificate of indebtedness of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any certificate previously issued.
“Certificate Register” has the meaning stated in Section 4.
“Certificates” means the Issuer’s Certificates of Indebtedness, Series 2008, authorized by this Resolution, in the total aggregate principal amount not to exceed Sixty Thousand Dollars ($60,000), issued initially in the form of one Certificate No. R-1 as shown on Exhibit A to this Resolution.
“Code” means the Internal Revenue Code of 1986, as amended.
“Executive Officers” mean, collectively, the Chairman and Secretary of the Issuer.
“Fiscal Year” means the one-year accounting period ending December 31 of each year, or such other or period as may be designated by the Governing Authority as the fiscal year of the Issuer.
“Governing Authority” means the Board of Commissioners of the Issuer.
“Government Securities” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are non-callable prior to their maturity, may be United States Treasury obligations such as the State and Local Government Series and may be book-entry form.
“Issuer” means the Crowville Fire District, Parish of Franklin, State of Louisiana.
“Outstanding” when used with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Resolution, except:
1. Certificates theretofore canceled by the Issuer or delivered to the Issuer for cancellation.
2. Certificates for which payment or redemption sufficient funds have been theretofore deposited in trust for the owners of such Certificates, provided that if such Certificates are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Resolution or waived.
3. Certificates in exchange for or in lieu of which other Certificates have been registered and delivered pursuant to this Resolution;
4. Certificates alleged to have been mutilated, destroyed, lost or stolen, which have been paid as provided in this Resolution or by law; and
5. Certificates for the payment of the principal (or redemption price, if any) of and interest on which money or Government Securities of both are held in trust with the effect specified in this Resolution.
“Owner” or “Owners” when used with respect to any Certificate means the Person in whose name such Certificate is registered in the Certificate Register.
“Payment Date” means the date on which any interest and/or principle payment is due on the Certificates as shown on Schedule 1 to the Certificates.
“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Purchaser” means Franklin State Bank, Winnsboro, Louisiana, the original purchaser of the Certificates.
“Record Date” for the interest payable on any Payment Date means the 15th calendar day of the month next preceding each Payment Date.
SECTION 2. Authorization of Certificates: Maturities. In compliance with the terms and provisions of Sections 2921 to 2925 of Title 33 of the Louisiana Revised Statutes of 1950, as amended (LSA-R.S. 33:2921-2925), and other constitutional and statutory authority, there is hereby authorized the incurring of an indebtedness of Sixty Thousand Dollars ($60,000) for, on behalf of, and in the name of the Issuer, for the purpose of (i) covering its cost of public improvements, namely the purchase of a fire fighting vehicle and related fire fighting equipment, title to which will be in the public; and (ii) paying costs of issuance of the Certificates, and to represent said indebtedness, this Governing Authority does hereby authorize the issuance of Sixty Thousand Dollars ($60,000) of Certificates of Indebtedness, Series 2008, of the Issuer. The Certificates shall be in fully registered form, shall be dated the date of delivery thereof, and shall be issued in the form of one Certificate, Number R-1 bearing interest from the Dated Date or from the most recent Payment Date to which interest has been paid or duly provided for, payable on each Payment Date, commencing October 10, 2009, as follows:
Dated Date Maturity Date Principal Interest Rate
October 10, 2008 October 10, 2018 $60,000 4.05%
The principal of the Certificates upon maturity or redemption, shall be payable at the principal office of the Issuer upon presentation and surrender thereof, and interest on the Certificates shall be payable in lawful money of the United States of America by check or wire transfer delivered by the Issuer to the Owner (determined as of the close of business on the 15th calendar day of the month next preceding each Payment Date) (i) at the address as shown on the registration books of the Issuer; or (ii) if by wire transfer, then pursuant to instructions provided by the Owner. Each Certificate delivered under this Resolution upon transfer of, in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Certificate, and each such Certificate shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution.
No Certificate shall be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of registration, substantially in the form provided in this Resolution, executed by the Issuer by manual signature.
SECTION 3. Redemption Provisions.
(a) Optional Redemption. The outstanding principal balance of the Certificates shall be callable for redemption at the option of the Issuer at any time, without penalty, at a price of par and accrued interest from the most recent Payment Date to which interest has been paid or duly provided for to the date fixed for redemption.
(b) Mandatory Amortized Redemption. The Certificates are subject to mandatory amortized redemption without notice prior to their maturity on each payment date set forth on the repayment schedule attached as Schedule 1 to the Certificate.
(c) Procedure/Notice of Optional Redemption. Official notice of optional redemption of any of the Certificates for redemption shall be given by means of first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the Owner of each Certificate to be redeemed at his address as shown on the Certificate Register.
SECTION 4. Registration and Transfer. The Certificate Register shall be kept by the Issuer. The Certificates may be transferred, registered and assigned only on the Certificate Register, and such registration shall be at the expense of the Issuer. A Certificate may be assigned by the execution of an assignment form on the Certificate or by other instruments of transfer and assignment acceptable to the Issuer. A new Certificate or Certificates will be delivered by the Issuer to the last assignee (the new Owner) in exchange for such transferred and assigned Certificates after receipt of the Certificates to be transferred in proper form. Such new Certificate or Certificates shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity. The Issuer shall not be required to issue, register, transfer or exchange any Certificate during a period beginning at the opening of business on a Record Date and ending at the close of business on the Payment Date.
SECTION 5. Form of Certificates. The Certificates and the endorsements to appear thereon shall be in substantially the form of Exhibit A attached hereto.
SECTION 6. Execution of Certificates. The Certificates shall be signed by the Executive Officers for, on behalf of, and in the name of the Issuer, which signature may be either manual or facsimile.
SECTION 7. Pledge and Dedication of Revenues. The Certificates shall be secured by and payable solely from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the Fiscal Years during which the Certificates are outstanding. There is hereby irrevocably pledged and dedicated to the payment of the Certificates an amount of such excess of annual revenues sufficient to pay same in principal and interest as they respectively mature. Until the Certificates shall have been paid in full in principal and interest, the Governing Authority does hereby obligate the Issuer, itself and its successors in office to budget annually a sum of money sufficient to pay the Certificates and the interest thereon as they respectively mature, including any principal and/or interest theretofore matured and then unpaid and to levy and collect other revenues within the limits prescribed by law, sufficient to pay the principal of and interest on the Certificates.
SECTION 8. Parity Certificates. The Issuer shall issue no other certificates or obligations of any kind or nature payable from or enjoying a lien on the excess of annual revenues having priority over or parity with the Certificates except that additional certificates may hereafter be issued on a parity with the Certificates under the following conditions:
(1) The Certificates herein authorized or any part thereof, including the interest thereon, may be refunded, and the refunding certificates so issued shall enjoy complete equality of lien with the portion of the Certificates which is not refunded. If there be any and the refunding certificates shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Certificates refunded; provided, however, that if only a portion of the Certificate outstanding is so refunded and the refunding certificates require total principal and interest payments during any year in excess of the principal and interest which would have been required in such year to pay the Certificates refunded thereby, then such Certificates may not be refunded without the consent of the Owner of the unrefunded portion of the Certificates issued hereunder (provided such consent shall not be required if such refunding certificates meet the requirements set forth in clause 2 of this Section).
(2) Additional certificates of Indebtedness may be issued on and enjoy a full and complete parity with the Certificates with respect to the excess of annual revenues, provided that the anticipated excess of annual revenues in the year in which the additional certificates of indebtedness are to be issued, as reflected in the budget adopted by the Governing Authority, must be at least 1.25 times the combined principal and interest requirements for any calendar year on the Certificates and the said additional certificates of indebtedness.
(3) Junior and subordinate certificates of indebtedness may be issued without restriction.
(4) The Issuer must be in full compliance with all covenants and undertakings in connection with the Certificates and there must be no delinquencies in payments required to be made in connection therewith.
(5) The additional certificates must be payable as to principal on October 10 of each year, commencing not more than 2 years from the date thereof, and payable as to interest on October 10 of each year.
SECTION 9. Sinking Fund. For the payment of the principal of and the interest on the Certificates and any additional parity certificates of indebtedness, there has been created a special fund known as Certificates of Indebtedness (2008) Sinking Fund”, said Sinking Fund being maintained with the regularly designated fiscal agent bank of the Issuer. The Issuer shall deposit in the Sinking Fund, commencing the 20th day of the month following delivery of the Certificates (November 20, 2008), a sum equal to one-twelfth (1/12th) of the principal and interest payment falling due on the next Payment Date, together with such additional proportionate sum as may be required to pay said principal and interest as the same respectively become due. With respect to Parity Certificates (if any), the Issuer shall continue to make all payments into the Sinking Fund required by the resolution issuing Parity Certificates. If Parity Certificates are hereafter issued by the Issuer in the manner provided in this Bond Resolution, moneys in the Sinking Fund shall be equally available to pay principal and interest on such Parity Certificates, and payments into the Sinking Fund shall be increased as provided in the resolution authorizing the issuance of such Parity Certificates.
The Issuer shall cause said fiscal agent bank to transfer from the Sinking Fund to the Owner at least one (1) day in advance of the date on which each payment of principal or interest falls due, funds fully sufficient to pay promptly the principal and/or interest so falling due on any Payment Date.
It shall be specifically understood and agreed, however, and this provision shall be a part of this contract, that after the funds have actually been set aside out of the revenues of any Fiscal Year sufficient to pay the principal and interest on the Certificates herein authorized for that Fiscal Year, and all required amounts have been deposited in the aforesaid Sinking Fund established for the Certificates, then any excess of annual revenues remaining in that Fiscal Year shall be free for expenditure by the Issuer for any other lawful corporate purpose.
All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer under the terms of this Resolution shall constitute sacred funds for the benefit of the Owners of the Certificates, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds.
All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be added to the General Fund of the Issuer.
SECTION 10. Deposit of Project Funds. The proceeds derived from the sale of the Certificates shall be deposited by the Issuer with its fiscal agent bank or banks to be used only for the payment of costs of the Project and costs of issuance of the Certificates. Disbursements of proceeds for such purposes shall be authorized by signature of the Chairman of the Issuer, and counter-signature of the Secretary of the Board of Commissioners.
SECTION 11. Budget; Audit. As long as any of the Certificates are outstanding and unpaid in principal or interest, the Issuer shall prepare and adopt a budget prior to the beginning of each Fiscal Year and shall furnish a copy of such budget within thirty (30) days after its adoption to the Purchaser; the Issuer shall also furnish a copy of such budget to the Owners of any of the Certificates who request the same. Not later than three (3) months after the close of each Fiscal Year, the Issuer shall cause an audit of its books and accounts to be made by the Legislative Auditor or an independent firm of certified public accountants showing the receipts and disbursements made by the Issuer during the previous Fiscal Year. Such audit shall be available for inspection by the Owner of any of the Certificates, and a copy of such audit shall be furnished to the Purchaser.
SECTION 12. Authorization. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution, to cause the necessary Certificates to be printed, issued and executed, and to effect delivery thereof as hereinafter provided.
SECTION 13. Resolution a Contract. The provisions of the Resolution shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Certificates, and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by the Governing Authority or the Issuer as a result of issuing the Certificates.
No material modification or amendment of this Resolution, or of any Resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two-thirds (2/3) of the aggregate principal amount of the Certificates then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Certificates, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Certificates as the same shall come due from the revenues appropriated, pledged and dedicated to the payment thereof by this Resolution or reduce the percentage of the Owners required to consent to any material modification or amendment of this Resolution, without the consent of the Owners of the Certificates.
SECTION 14. Severability; Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Resolution or of the Certificates is deemed by a court of competent jurisdiction to be illegal or invalid, this Resolution and the Certificates shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provisions enacted after the date of this Resolution which validate or make legal any provision of this Resolution and/or the Certificates which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Certificates.
SECTION 15. Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with the Certificates and having determined the same to be regular, the Certificates shall contain the following recital, to-wit:
“It is certified that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana.”
SECTION 16. Effect of Registration. The Issuer may treat the Owner in whose name any Certificate is registered as the Owner of such Certificate for the purpose of receiving payment of the principal (and redemption price) of and interest on such Certificate and for all other purposes whatsoever, and to the extent permitted by law, the Issuer shall not be affected by notice to the contrary.
SECTION 17. Notices to Owners. Wherever this Resolution provides for notice to Owners of Certificates of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) in writing and mailed, first class postage prepaid, to each Owner of such Certificates, at the address of such Owner as it appears in the Certificate Register in any case where notice to Owners of Certificates is given by mail, neither the failure to mail such notice to any particular Owner of Certificates, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Issuer, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 18. Cancellation of Certificates. All Certificates surrendered for payment, redemption, transfer, exchange or replacement, shall be promptly canceled by it. The Issuer may at any time cancel any Certificates previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Certificates so delivered shall be disposed of as directed in writing by the Issuer.
SECTION 19. Mutilated, Destroyed Lost or Stolen Certificates. If (1) any mutilated Certificate is surrendered to the Issuer, and the Issuer received evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (2) there is delivered to the Issuer such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer that such Certificate has been acquired by a bona fide purchaser, the Issuer shall execute, register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same maturity and of like tenor, interest rate and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Certificate has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen certificate shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other Outstanding Certificates. Any additional procedures authorized in this Resolution, shall also be available with respect to mutilated, destroyed, lost or stolen Certificates. The provisions of this Section are exclusive and shall preclude the replacement and payment of mutilated, destroyed, lost or stolen Certificates.
SECTION 20. Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall pay or cause to be paid, or there shall otherwise be paid to the Owner, the principal of and interest on the Certificates, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all covenants, agreements, and other obligations of the Issuer to the Owner shall thereupon cease, terminate, and become void be discharged and satisfied.
Certificates or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section if they are defeased in the manner provided by Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended.
SECTION 21. Disclosure Under SEC Rule 15c2-12. It is recognized that the Issuer will not be required to comply with the continuing disclosure requirements described in the Rule 15c2-12(b) of the Securities and Exchange Commission (17-CFR Section 240.15c212(b), because the Certificates are not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities.
SECTION 22. Arbitrage. The Issuer covenants and agrees that to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Internal Revenue Code of 1986 and any amendment thereto (the “Code”) in order to establish, maintain and preserve the exclusion from “gross income” of interest on the Certificates under the Code. The Issuer further covenants and agrees that it will not take any action or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Certificates or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Certificates to be “arbitrage bonds” or would result in the inclusion of the interest on any of the Certificates in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Certificate proceeds or (ii) the failure to pay any required rebate or arbitrage earnings to the United States of America or (iii) the use of the proceeds of the Certificates in a manner which would cause the Certificates to be “private activity bonds”.
The Executive Officer is hereby empowered (authorized and directed to take any and all action and to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section.
SECTION 23. Qualified Tax Exempt Obligations. The Certificates are designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, in making this designation, the Issuer finds and determines that:
(a) the Certificates are not “private activity bonds” within the meaning of the Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinated entities in calendar year 2008 does not exceed $10,000,000.
SECTION 24. Publication; Recordation. A copy of this Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer, The Franklin Sun, and filed in the Mortgage Records of the Parish of Franklin, State of Louisiana.
SECTION 25. Award of Certificates. The Issuer hereby accepts the offer to purchase the Certificates of the Purchaser attached as Exhibit B hereto. The Certificates shall be delivered to said Purchaser upon the payment of the principal amount thereof plus accrued interest from the date of the Certificates to the date of delivery thereof.
SECTION 26. By virtue of Issuer’s application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission’s approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the “State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.”, adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.
SECTION 27. Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning of the provisions hereof.
SECTION 28. Effective Date. This Resolution shall become effective immediately.
Kelly Clark, Chairman
Don L. Middleton, Secretary
Exhibits to the Resolution are available for inspection at the office of the Crowville Fire District, Parish of Franklin, State of Louisiana during normal business hours.