STATE BOND COMMISION
The following resolution was offered by TERRY and seconded by WATSON:
A resolution making application to the State Bond Commission for authority to issue Taxable Water Revenue Bonds of the Village of Harrisonburg, State Louisiana, in an amount not to exceed Three Million Dollars ($3,000,000) for the purpose of paying a portion of the costs of constructing and acquiring improvements, extensions, renovations and replacements to the waterworks system of said Village; providing for a Notice of Intention to issue said Bonds; and providing for other matters in connection therewith.
WHEREAS, the Village of Harrisonburg, State of Louisiana (the “Issuer”), now owns and operates a waterworks system (the “System”); and
WHEREAS, this Mayor and Board of Aldermen of the Village of Harrisonburg, State of Louisiana (the “Governing Authority”), acting as the governing authority of the Issuer, proposes that water revenue bonds be issued by the Issuer to pay a portion of the costs of constructing and acquiring improvements, extensions, renovations and replacements to the System, including equipment, fixtures and accessories therefor, both personal and real, a work of public improvement for the Issuer (the “Project”), all in the manner prescribed by and under the authority of R.S. 39:524 and the other applicable provisions of Part II of Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (collectively, the “Act”), payable solely from the income and revenues of the System, subject to the prior payment of the reasonable and necessary expenses of operating and maintaining the System; and
WHEREAS, this Governing Authority now desires to give notice of its intention pursuant to the Act to issue not exceeding $3,000,000 of Taxable Water Revenue Bonds of the Issuer, in one or more series (the “Bonds”), to finance a portion of the costs of the Project; and
WHEREAS, the Issuer presently has no outstanding indebtedness payable from a pledge of the revenues of the System except its outstanding Water Revenue Bonds, Series 2021; and
WHEREAS, this Governing Authority wishes to obtain State Bond Commission approval of the issuance of the Bonds;
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Aldermen of the Village of Harrisonburg, State of Louisiana, acting as the governing authority of the Issuer, that:
SECTION 1. Pursuant to and in compliance with the provisions of the Act, and subject to the approval of the State Bond Commission, this Governing Authority does hereby declare its intention to issue not exceeding Three Million Dollars ($3,000,000) of Taxable Water Revenue Bonds of the Issuer, in one or more series (the “Bonds”), the proceeds of which will be used to pay a portion of the costs of constructing and acquiring improvements, extensions, renovations and replacements to the waterworks system of the Issuer (the “System”), including equipment, fixtures and accessories therefor, both personal and real, a work of public improvement for the Issuer. The principal of the Bonds shall be subject to forgiveness. The Bonds shall be limited and special revenue bonds of the Issuer, secured by and payable in principal and interest, equally with the Issuer’s outstanding Water Revenue Bonds, Series 2021, solely from the income and revenues derived or to be derived by the Issuer from the operation of the System, subject to the prior payment of the reasonable and necessary expenses of operating and maintaining the System. The Bonds shall not be a charge on the other income and revenues of the Issuer as prohibited under the provisions of Article VI, Section 37 of the Louisiana Constitution of 1974, nor shall they constitute an indebtedness or pledge of the general credit of the Issuer. The Bonds shall be of such series, bear such date or dates, mature at such time or times (not to exceed 30 years from their date of issuance), bear interest at such rate or rates not exceeding 2.45% per annum (inclusive of any administrative fee), be in such denomination or denominations, be in fully registered form, carry such registration privileges, be payable in such medium of payment and at such place or places, be subject to such terms of prepayment and be entitled to such priorities on the income and revenues of the System as the Governing Authority may provide by ordinance(s) adopted at the time of issuance of the Bonds.
The Issuer will, in such ordinance(s), enter into covenants with the future owner or owners of the Bonds as to the management and operation of the System, the imposition and collection of fees and charges for the products, commodities or services furnished thereby, the disposition of such fees and revenues, the issuance of future bonds and the creation of future liens and encumbrances against the System and the revenues thereof, the carrying of insurance on the System and the disposition of the proceeds of insurance, and other pertinent matters as may be deemed necessary by this Governing Authority to assure the marketability of the Bonds, consistent with the provisions of the Act. Such ordinance(s) will also include remedies in case of default, provisions for the issuance of parity bonds and such additional covenants, agreements and provisions as are deemed necessary by this Governing Authority for the security of the registered owners of the Bonds, including sinking and reserve funds for the payment of principal and interest on the Bonds and adequate depreciation funds for those repairs and replacements to the System as may be necessary to assure adequate and efficient service to the public, all as provided by the Act.
SECTION 2. The Bonds are expected to be sold at a private sale to the Drinking Water Revolving Loan Fund and may be issued and sold in installments as needed, all as provided for in the Act and other statutory authority, and the Bonds shall be approved by the State Bond Commission.
SECTION 3. This Governing Authority will meet in open and public session on Monday, February 14, 2022, at six o’clock (6:00) p.m., at the Town Hall, 108 Sicily Street, Harrisonburg, Louisiana, or on such other date or place as may be determined by the Governing Authority, to hear any objections to the proposed issuance of the Bonds; provided, however, if at such hearing a petition or petitions duly signed by the electors of the Issuer in a number not less than five percent (5%) of the number of electors voting at the last election held in the Issuer object to the issuance of the Bonds, then the Bonds shall not be issued until approved by a vote of a majority of the qualified electors of the Issuer who vote at a special election held for that purpose in the manner provided by Chapter 6 of Title 18 of the Louisiana Revised Statutes of 1950. Any such petition shall be accompanied by a certificate of the Catahoula Parish Registrar of Voters certifying that the signers of the petition are registered electors of the Issuer and the number of signers amounts to not less than five percent (5%) of the registered voters that voted in the last election held in the Issuer, all as provided by the Act.
SECTION 4. The Clerk is hereby authorized, empowered and directed to publish an appropriate notice of the intention of the Issuer to issue the Bonds in accordance with the provisions of this resolution and the Act, which shall be substantially in the form hereafter set forth. Such notice of intention shall embody in a general way substantially all the provisions of this resolution hereinabove set out and shall be published in four (4) consecutive weekly issues of the “Catahoula News Booster“, a weekly newspaper of general circulation in the Issuer and published in Jonesville, Catahoula Parish, Louisiana, and shall be in substantially the following form:
TO ISSUE NOT EXCEEDING $3,000,000
OF TAXABLE WATER REVENUE BONDS OF THE
VILLAGE OF HARRISONBURG, STATE OF LOUISIANA
PUBLIC NOTICE IS HEREBY GIVEN, pursuant to the provisions of a resolution adopted on January 10, 2022, by the Mayor and Board of Aldermen of the Village of Harrisonburg, State of Louisiana (the “Governing Authority”), acting as the governing authority of said Village (the “Issuer”), and in compliance with R.S. 39:524 and the other applicable provisions of Part II of Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (collectively, the “Act”), the Governing Authority does hereby declare its intention to issue not exceeding Three Million Dollars ($3,000,000) of Taxable Water Revenue Bonds of the Issuer (the “Bonds”), the proceeds of which will be used to pay a portion of the costs of constructing and acquiring improvements, extensions, renovations and replacements to the waterworks system of the Issuer (the “System”), including equipment, fixtures and accessories therefor, both personal and real, a work of public improvement for the Issuer. The principal of the Bonds shall be subject to forgiveness. The Bonds shall be limited and special revenue bonds of the Issuer, secured by and payable in principal and interest, equally with the Issuer’s outstanding Water Revenue Bonds, Series 2021, solely from the income and revenues derived or to be derived by the Issuer from the operation of the System, subject to the prior payment of the reasonable and necessary expenses of operating and maintaining the System. The Bonds shall not be a charge on the other income and revenues of the Issuer as prohibited under the provisions of Article VI, Section 37 of the Louisiana Constitution of 1974, nor shall they constitute an indebtedness or pledge of the general credit of the Issuer. The Bonds shall be of such series, bear such date or dates, mature at such time or times (not to exceed 30 years from their date of issuance), bear interest at such rate or rates not exceeding 2.45% per annum (inclusive of any administrative fee), be in such denomination or denominations, be in fully registered form, carry such registration privileges, be payable in such medium of payment and at such place or places, be subject to such terms of prepayment and be entitled to such priorities on the income and revenues of the System as the Governing Authority may provide by ordinance(s) adopted at the time of issuance of the Bonds.
The Issuer will, in such ordinance(s), enter into covenants with the future owner or owners of the Bonds as to the management and operation of the System, the imposition and collection of fees and charges for the products, commodities or services furnished thereby, the disposition of such fees and revenues, the issuance of future bonds and the creation of future liens and encumbrances against the System and the revenues thereof, the carrying of insurance on the System and the disposition of the proceeds of insurance, and other pertinent matters as may be deemed necessary by the Governing Authority to assure the marketability of the Bonds, consistent with the provisions of the Act. Such ordinance(s) will also include remedies in case of default, provisions for the issuance of parity bonds, and such additional covenants, agreements and provisions as are deemed necessary by the Governing Authority for the security of the registered owners of the Bonds, including sinking and reserve funds for the payment of principal and interest on the Bonds and adequate depreciation funds for those repairs and replacements to the System as may be necessary to assure adequate and efficient service to the public, all as provided by the Act.
NOTICE IS HEREBY FURTHER GIVEN that the Bonds are expected to be sold at a private sale to the Drinking Water Revolving Loan Fund and may be issued and sold in installments as needed.
NOTICE IS HEREBY FURTHER GIVEN that the Bonds will, before the delivery thereof, be approved by the State Bond Commission, Baton Rouge, Louisiana.
NOTICE IS HEREBY FURTHER GIVEN that the Governing Authority will meet in open and public session on Monday, February 14, 2022, at six o’clock (6:00) p.m., at the Town Hall, 108 Sicily Street, Harrisonburg, Louisiana, or on such other date or place as may be determined by the Governing Authority, to hear any objections to the proposed issuance of the Bonds; provided, however, if at such hearing a petition or petitions duly signed by the electors of the Issuer in a number not less than five percent (5%) of the number of electors voting at the last election held in the Issuer object to the issuance of the Bonds, then the Bonds shall not be issued until approved by a vote of a majority of the qualified electors of the Issuer who vote at a special election held for that purpose in the manner provided by Chapter 6 of Title 18 of the Louisiana Revised Statutes of 1950. Any such petition shall be accompanied by a certificate of the Catahoula Parish Registrar of Voters certifying that the signers of the petition are registered electors of the Issuer and the number of signers amounts to not less than five percent (5%) of the registered voters that voted in the last election held in the Issuer, all as provided by the Act.
THUS DONE AND SIGNED at Harrisonburg, Louisiana, on this, the 10th day of January, 2022.
/s/ Michael Tubre
Mayor
ATTEST:
/s/ Patricia Hefner
Clerk
SECTION 5. Application is hereby made to the State Bond Commission, Baton Rouge, Louisiana, for approval of the issuance of the Bonds in accordance with the provisions set forth in Section 1 hereof. A certified copy of this resolution shall be submitted to the State Bond Commission, together with a request for prompt consideration and approval of this application.
SECTION 6. By virtue of applicants/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 7. This Governing Authority finds and determines that a real necessity exists for the employment of special counsel in connection with the issuance of the Bonds, and accordingly, Foley & Judell, L.L.P., of New Orleans, Louisiana, as Bond Counsel, is hereby employed to do and perform work of a traditional legal nature as bond counsel with respect to the issuance and sale of said Bonds. Said Bond Counsel shall prepare and submit to this Governing Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of such Bonds, shall counsel and advise this Governing Authority as to the issuance and sale thereof and shall furnish its opinions covering the legality of the issuance of the Bonds. The fee of Bond Counsel for each series of bonds shall be fixed at a sum not exceeding the fee allowed by the Attorney General’s fee guidelines for such bond counsel work in connection with the issuance of revenue bonds and based on the amount of said Bonds actually issued, sold, delivered and paid for, plus out-of-pocket expenses, said fees to be contingent upon the issuance, sale and delivery of said Bonds. The Mayor is hereby authorized and directed to execute, and this Governing Authority hereby agrees to and accepts the terms of, the engagement letter of Bond Counsel appended hereto. A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of said employment and of the fees herein designated, and the Clerk is hereby empowered and directed to provide for payment of the work herein specified upon completion thereof and under the conditions herein enumerated without further approval of this Governing Authority.
This resolution having been submitted to a vote, the vote thereon was as follows:
| Member | Yea | Nay | Absent | Abstaining | ||||
| Greg Terry | 1 | |||||||
| Judy Cotten | 1 | |||||||
| Arthurine Watson | 1 |
And the resolution was declared adopted on this, the 10th day of January, 2022.
/s/ Patricia Hefner /s/ Michael Tubre
Clerk Mayor
EXHIBIT A
ENGAGEMENT LETTER
January 10, 2022
Hon. Michael Tubre, Mayor
Village of Harrisonburg, State of Lousiana
Re: $3,000,000 of Taxable Water Revenue Bonds of the Village of Harrisonburg, State of Louisiana
Dear Mayor Tubre:
The purpose of this engagement letter is to set forth certain matters concerning the role we will serve and the legal services we will provide as bond counsel to the Village of Harrisonburg, State of Louisiana (the “Issuer”) in connection with the issuance of the captioned bonds (the “Bonds”). We understand that the Bonds will be issued for the purpose (the “Project”) described in the resolution adopted by the Mayor and Board of Aldermen of the Village of Harrisonburg, State of Louisiana (the “Governing Authority”), acting as the governing authority of the Issuer, on January 10, 2022.
As bond counsel, we will prepare and submit to the Governing Authority for adoption all of the legal proceedings required for the authorization, issuance, sale and delivery of the Bonds and provide advice of a traditional legal nature as to the issuance and sale of the Bonds. Our job is principally to render certain opinions to the Issuer regarding (i) the validity of the Bonds under applicable Louisiana law and (ii) other matters as may be applicable. The bond opinion will be based on facts and law existing as of its date. In rendering such opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to our firm without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the Issuer with applicable laws and other resolutions relating to the Bonds. During the course of this engagement, we will rely upon the staff of the Issuer and the members of the Governing Authority to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds.
In our engagement as bond counsel, we will:
- Confer with members of the working group, including you and other officials of the Issuer, relating to the Project and review legal issues relating to the structure of the Bond issue;
- Prepare the Issuing Bond Ordinance and all related financing documents (collectively, the “Bond Documents”);
- As requested, attend meetings of the Governing Authority at which the Bond Documents are adopted;
- Prepare the application for approval of the issuance of the Bonds by the State Bond Commission and attend the State Bond Commission meeting at which such approval will be considered;
- Prepare the closing index and various closing certificates, and supervise the execution of certain closing documents by the various parties thereto;
- Prepare the Bonds and supervise their execution and authentication;
- Prepare complete transcripts of record covering the issuance of the Bonds and furnishing the transcripts to various parties in connection therewith; and
- Submit applicable post-closing reports to the State Bond Commission.
Our fee as bond counsel is based upon the terms, structure, size and schedule of the financing, the services provided, and the responsibilities assumed; however, our fee will not exceed that permitted by guidelines set forth by the Attorney General of the State of Louisiana and is subject to his approval. Our fee as bond counsel is a “contingent fee,” meaning you are required to pay for our legal services only in the event the Bonds are actually sold and delivered. Other vendors or members of the working group may charge additional fees or costs for their services.
We will continue to serve as bond counsel until the delivery of the Bonds; however, the Issuer and our firm each have the right to terminate this engagement at any time after providing reasonable advanced written notice, subject to the applicable rules of professional responsibility. Upon conclusion or termination of our representation of the Issuer, papers and property furnished by the Issuer will be returned promptly upon request.
Please note that we are not municipal advisors, and we do not render financial advice or other financial services to the Issuer; however, in the course of providing traditional legal services, we may provide factual information to the Issuer that is not specifically tailored to the Bonds or that does not rise to the level of a recommendation concerning a course of action. We will, however, analyze and advise the Issuer regarding the legal ramifications of the structure, timing, terms and other provisions of the Bonds, as these functions are essential to developing a plan of finance.
Applicable ethical rules in Louisiana prohibit us from undertaking this representation if we represent another party that is directly adverse to the Issuer or if there is a significant risk that other considerations will materially limit our representation of the Issuer. As you are aware, our firm represents the State of Louisiana and many other political subdivisions, including others in Catahoula Parish. At this time, we do not believe any other current or past engagement of our firm adversely affects our ability to represent the Issuer as provided in this letter; however, we invite you to discuss any concerns you have with us.
In the interest of facilitating our services to you, we may (i) send documents, information or data electronically or via the Internet or (ii) store electronic documents or data via computer software applications hosted remotely or utilize cloud-based storage. Confidential electronic documents or data of the Issuer may be transmitted or stored using these methods. We may use third party service providers to store or transmit these documents or data. In using these electronic communication and storage methods, we employ reasonable efforts to keep such communications, documents and data secure in accordance with our obligations under applicable laws, regulations, and professional standards; however, the Issuer recognizes and accepts that we have no control over the unauthorized interception or breach of any communications, documents or data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us or by our third party service providers. By acceptance of this letter, the Issuer consents to our use of these electronic devices and applications and submission of confidential client information to or through third party service providers during this engagement.
If this letter is acceptable to the Issuer, please so indicate by executing below and returning a copy to us, retaining an original for your files. We appreciate the opportunity to serve the Issuer and look forward to working with you.
Foley & Judell, L.L.P.
By: _______________________________
Brennan K. Black, Partner
Accepted and Approved:
Village of Harrisonburg, State of Louisiana
By: _____________________________
Name: Michael Tubre
Title: Mayor
Dated: January 10, 2022
STATE OF LOUISIANA
PARISH OF CATAHOULA
I, the undersigned Clerk of the Village of Harrisonburg, State of Louisiana, do hereby certify that the foregoing pages constitute a true and correct copy of a resolution adopted by the Mayor and Board of Aldermen of the Village of Harrisonburg, State of Louisiana, acting as the governing authority of the Village, on January 10, 2022, making application to the State Bond Commission for authority to issue Taxable Water Revenue Bonds of the Village of Harrisonburg, State Louisiana, in an amount not to exceed Three Million Dollars ($3,000,000) for the purpose of paying a portion of the costs of constructing and acquiring improvements, extensions, renovations and replacements to the waterworks system of said Village; providing for a Notice of Intention to issue said Bonds; and providing for other matters in connection therewith.
IN FAITH WHEREOF, witness my official signature at Harrisonburg, Louisiana, on this, the 10th day of January, 2022.
______________________________
Clerk
