City of Monroe, LA

TENTH SUPPLEMENTAL ORDINANCE

STATE OF LOUISIANA                                                                                          NO.  11,952   

CITY OF MONROE

The following Tenth Supplemental Ordinance, which was previously introduced at a regular meeting of the City Council of the City of Monroe, State of Louisiana on the 27^th day of August 2019, and was brought up for final passage on the motion made by Ezernack      , and seconded by  Wilson                :

AN ORDINANCE SUPPLEMENTING AND AMENDING A PREVIOUS ORDINANCE AUTHORIZING THE ISSUANCE OF SALES TAX INCREMENT REVENUE REFUNDING BONDS (ECONOMIC DEVELOPMENT PROJECTS) OF THE CITY OF MONROE, STATE OF LOUISIANA, TO PROVIDE FOR AND AUTHORIZE THE ISSUANCE OF NOT EXCEEDING ELEVEN MILLION DOLLARS ($11,000,000) SALES TAX INCREMENT REVENUE AND REFUNDING BONDS (ECONOMIC DEVELOPMENT PROJECTS – TOWER DRIVE ECONOMIC DEVELOPMENT AREA), SERIES 2019 OF THE CITY OF MONROE, STATE OF LOUISIANA; FIXING CERTAIN DETAILS AND PROVIDING FOR THE PAYMENT THEREOF AND ENTERING INTO CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH THE SECURITY AND PAYMENT OF SAID BONDS; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH.

WHEREAS, the City of Monroe, State of Louisiana (the "City" or "Issuer") is a body corporate and political subdivision of the State of Louisiana (the "State") created and existing pursuant to the laws of the State; and

WHEREAS, Sections 9020 through 9037 of Title 33 of the Louisiana Revised Statutes of 1950, as amended, La. R.S. 33:9020, et seq. (the "TIF Act") and other constitutional and statutory authority, authorizes the City to issue revenue bonds to finance or refinance an economic development project, including, without limitation, the repair, construction, reconstruction or relocation of public streets, highways, bridges, drainage, sewers, lighting, etc., within the Tower Drive Economic Development Area formed by the Issuer; and

WHEREAS, pursuant to the TIF Act, a sales tax increment consists of that portion of sales tax revenues for any and all taxing authorities including the Issuer and the State collected each year on the sale at retail, the use, the lease or rental, the consumption and storage for use or consumption of tangible personal property and on sales of services, all as defined in La. R.S. 47:301 et seq., or any other appropriate provision of law, as amended, from taxpayers located within an economic development area, which exceeds the sales tax revenues that were collected for such taxing authority in the year immediately prior to the year in which such area was designated as an economic development area (the "Sales Tax Increment"); and

WHEREAS, pursuant to the provisions of provisions of Chapter 14-A of Title 39 and Sections 9020 et seq. of Title 33 of the Louisiana Revised Statutes of 1950, as amended (collectively, the "Refunding Act" and together with the TIF Act, the "Act") and other constitutional and statutory authority, the City is authorized to refund its existing bonds and participate in sales tax increment financing, as specifically set forth in the TIF Act; and

WHEREAS, pursuant to the Act, an ordinance was adopted on April 10, 2001 (the "General Ordinance") the City Council, acting as the governing authority (the "Governing Authority") of the Issuer, authorized the issuance of Sales Tax Increment Revenue Bonds, in one or more series, for the purpose of providing funds to pay or reimburse payments made for the costs of (i) the acquisition, engineering, construction, reconstruction or relocation of certain road, streets, highways, drainage, sewer and other public infrastructure with the Tower Drive Economic Development Area (the "Development Area"), (ii) funding debt service reserve funds, if necessary, (iii) providing for capitalized interest, if necessary, and (iv) paying the costs of issuance of, and any credit enhancement for, said bonds; and

WHEREAS, the General Ordinance provided that the principal amount and details of each additional series of bonds are to be specified in an additional supplemental ordinance (a "Supplemental Series Ordinance" and together with the General Ordinance the "Ordinance") thereto; and

WHEREAS, the City previously issued its Ten Million Five Hundred Ninety Thousand Dollars ($10,590,000) Sales Tax Increment Revenue and Refunding Bonds (Economic Development Projects – Tower Drive Economic Development Area), Series 2012 (the "Prior Bonds") secured by and payable from a pledge and dedication of up and to the full amount of Sales Tax Increments, under the provisions of TIF Act and the Cooperative Endeavor Agreement (hereinafter defined); and

WHEREAS, to date the City has Five Million Four Hundred Eighty Thousand Dollars ($5,480,000) principal amount of the Prior Bonds outstanding; and

WHEREAS, the City desires to fund additional economic development projects within or for the benefit of the Development Area; and

WHEREAS, in order to provide debt service reduction to the City, the Governing Authority desires to refund the Prior Bonds pursuant to the provisions Refunding Act; and

 WHEREAS, the City desires to issue not exceeding Eleven Million Dollars ($11,000,000) Sales Tax Increment Revenue and Refunding Bonds (Economic Development Project-Tower Drive Economic Development Area), Series 2019 (the "Bonds"), in the manner authorized and provided for by the Act for the purposes of: (i) refunding the Prior Bonds; (ii) financing the costs of economic development projects, including, without limitation, the repair, construction, reconstruction or relocation of public streets, highways, bridges, drainage, sewers, lighting, etc., within or for the benefit of the Development Area; (iii) funding debt service reserve funds, if necessary; (iv) providing for capitalized interest, if necessary; and (v) paying the costs of issuance of, and any credit enhancement with respect to the Bonds (the "Project"); and

            WHEREAS, pursuant to this Tenth Supplemental Ordinance (the "Tenth Supplemental Ordinance" and together with the General Ordinance, the "Ordinance"), the City desires to authorize the issuance and sale of the Bonds; and

            WHEREAS, Sections 212 and 213 of the General Ordinance provides the conditions under which the City may issue Additional Bonds and Refunding Bonds (both as defined in the General Ordinance) relating to the Development Area for any purpose authorized by the Act, on a complete parity of lien on the applicable Pledged Tower Drive Funds (as defined in the General Ordinance), subject to the provisions and limitations set forth in this Tenth Supplemental Ordinance; and

WHEREAS, all such conditions have been met to issue the Additional Bonds in order that the Bonds may now be issued and payable from the Pledged Tower Drive Funds; and

WHEREAS, the Louisiana State Bond Commission has approved the issuance of the Bonds; and

WHEREAS, the City proposes by this Tenth Supplemental Ordinance to sell the Bonds and to fix the final principal amount, maturities and other terms and conditions of the Bonds and to provide for other matters set forth in the General Ordinance; and

            NOW, THEREFORE, BE IT ORDAINED, by the Governing Authority of the Issuer, that:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1. Definitions. The following additional definitions shall apply to the Bonds:

            "Act of Insolvency" shall mean, with respect to the City, the appointment of a receiver, liquidator or trustee of the City or any of its property or assets; or a general assignment by the City for the benefit of the creditors thereof; or the commencement of proceedings by or against the City under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or any jurisdiction, now or hereafter in effect.

            "Authorized Denomination" shall mean One Hundred Thousand Dollars ($100,000) or any integral multiple of Five Thousand Dollars ($5,000) in excess thereof.

"Authorized Officer" shall mean either the Mayor of the City or the Clerk of the Governing Authority.

"Authorized Representative" shall mean any person or persons authorized by the City in writing from time to time to execute certificates, requisitions or other documents required pursuant to this Ordinance. 

"Bond Owner" or "Bond Holder" or words of similar import, shall mean, when used with reference to a Bond, any person who shall be the registered owner of such Bond, initially Lender.

"Bonds" shall mean the Issuer’s Eleven Million Dollars ($11,000,000) Sales Tax Increment Revenue and Refunding Bonds (Economic Development Projects – Tower Drive Economic Development Area), Series 2019.

"Bond Year" shall mean a year commencing on September 2nd and ending on September 1st of the following year, provided, however, that the first Bond Year shall mean a year commencing on the Issuance Date and ending on  September 1, 2020.

"Business Day" shall mean any day other than (i) a Saturday, (ii) a Sunday, (iii) any other day on which banking institutions in New York, New York, or Monroe, Louisiana, are authorized or required not to be open for the transaction of regular banking business, or (iv) a day on which the New York Stock Exchange is closed.

"City Council" shall mean the City Council of the Issuer.

"Costs of Issuance" shall mean means 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, cost 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, placement agent fees and disbursements of consultants and professionals, including financial advisors, costs of credit ratings, fees and charges for the preparation, execution, transportation and safekeeping 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 the Bonds.

"Debt Service Coverage Ratio" shall mean the ratio of the Pledged Tower Drive Increment received by the City during any Fiscal year for which the ratio is determined to average annual debt service (principal and interest payments) on the Bonds, the Outstanding Parity Bonds, and any Additional Bonds which became due over the same period of determination.     

"Default" shall mean any Event of Default or any event or condition which, with the passage of time or giving of notice or both, would constitute an Event of Default.

           "Determination of Taxability" shall mean, and shall occur when, (i) the Lender receives written notice from the City, supported by an Opinion of Counsel, that interest on the Bonds is Taxable or (ii) the Internal Revenue Service shall issue a final determination in writing that interest on the Bonds is Taxable; provided, that a Determination of Taxability shall not be deemed to have occurred until and unless City is afforded reasonable opportunity (at the expense of the City and for a period not to exceed two (2) years) to pursue any judicial or administrative remedy available to the City with respect to such determination and avail itself of such opportunity by appropriate proceedings diligently pursued.

"DRT" shall mean the Louisiana Department of Revenue, formerly known as the "Louisiana Department of Revenue and Taxation."

"Escrow Agreement" shall mean the Escrow Deposit Agreement dated the delivery date, by and between the Issuer and the Escrow Trustee.

"Escrow Trustee" shall mean Regions Bank, Baton Rouge, Louisiana.

"Favorable Opinion of Bond Counsel" shall mean, with respect to any action relating to the Bonds, the occurrence of which requires such an opinion, a written legal opinion of Bond Counsel addressed to the Issuer, to the effect that such action is permitted under this Tenth Supplemental Ordinance and will not impair the exclusion of interest on the Bonds from gross income for purposes of federal income taxation or the exemption of interest on the Bonds from personal income taxation under the laws of the State (subject to customary exceptions).

"General Ordinance" shall mean the Amended and Restated Ordinance No. 10,118 adopted by the Governing Authority of the Issuer on April 10, 2001, amending and restating any previous ordinances authorizing the issuance and sale of any Additional Bonds.

"Governing Authority" means the City Council of the City.

"Interest Payment Date" means each March 1 and September  1, commencing March 1, 2020. 

"Issuance Date" shall mean the date the Bonds are delivered to the Lender thereof.

"Issuer" or  "City" shall mean the City of Monroe, State of Louisiana.

"Lender" shall mean with respect to the Bonds, Regions Capital Advantage, Inc., the purchaser of the Bonds from the Issuer.

"Lender Agreement" shall mean that certain commitment letter or other agreement between the Issuer and Lender setting forth certain covenants and terms applicable to the purchase of the Bonds.

            "Opinion of Counsel" shall mean an opinion from an attorney or firm of attorneys (i) with experience in the matters to be covered in the opinion (including without limitation matters relating to the issuance of obligations by or on behalf of states or local governmental units) and (ii) who may be counsel to a party hereto and who shall be acceptable to the Lender.

"Ordinance" shall mean collectively, the General Ordinance, as amended and supplemented by this Tenth Supplemental Ordinance and all prior and subsequent Supplemental Series Ordinances adopted pursuant to the General Ordinance.

"Paying Agent" shall mean Regions Bank, Baton Rouge, Louisiana, and its successor or successors. 

"Placement Agent"shall mean Crews & Associates, Inc., Little Rock, Arkansas.

"Placement Agreement" shall mean the Placement Agreement to be entered into between the Issuer and the Placement Agent pursuant to this Ordinance.

"Pledged Tower Drive Road Funds"  shall mean the Pledged Tower DriveRoad Increment and all Funds and Accounts held by the Paying Agent under the Ordinance for the benefit of owners of the Bonds, including investment securities held therein.

"Pledged Tower Drive Increment" shall mean the sum of the Pledged Tower Drive State Increment and the Pledged Tower Drive City Increment.

"Principal Payment Date" shall mean September 1 of each Bond Year, commencing September 1, 2020.

"Qualified Investment" shall mean those certain securities, obligations or other instruments specifically set forth in La. R.S. 33:2955 as amended from time to time, or pursuant to any other constitutional or statutory authority, as being legal investments for political subdivisions of the State of Louisiana..

"Record Date" with respect to the Bonds, means the 15th calendar day whether or not it is a Business Day preceding each Interest Payment Date.

"Registrar" shall mean with respect to the Bonds, 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 the General Ordinance.

              "Subordinated Debt"shall mean any obligation of the City that is secured by an irrevocable pledge and assignment by the City of the Pledged Tower Drive Funds and the Tower Drive Agreement, where such pledge is subordinated in right of payment to the payment of the principal of and interest on all  the Bonds and Additional Bonds.

            "Taxable" shall mean that, for purposes of federal income taxation, the interest accrued on the Bonds is includable in gross income for federal income tax purposes.

           "Taxable Rate" shall mean a per annum rate of interest (fixed, or variable subject to periodic adjustment) that would provide the Lender an after-tax yield on the then outstanding principal amount of the Bonds at least equal to the after-tax yield the Lender would have received if a Determination of Taxability had not been made.

"Tenth Supplemental Ordinance" shall mean this ordinance, which shall be deemed to be a Supplemental Series Ordinance under the General Ordinance.

Section 1.2.  Other Defined Terms.  Terms used herein and not otherwise defined shall have the meaning ascribed to such term in the General Ordinance. 

Section 1.3. Interpretation. In the event of a conflict of definitions with the General Ordinance, this Tenth Supplemental Ordinance shall control.

ARTICLE II

AUTHORIZATION, FORM, ISSUANCE, DELIVERY

AND REGISTRATION OF BONDS

Section 2.1. Authorization and Issuance of Bonds. (i) There is hereby authorized the incurring of indebtedness and the issuance of the "City of Monroe, State of Louisiana, Sales Tax Increment Revenue and Refunding Bonds (Economic Development Projects – Tower Drive Economic Development Area), Series 2019" in the principal amount of Eleven Million Dollars ($11,000,000) for the purposes of the Project.

(ii)       The Bonds shall initially be issued in form of a single numbered R-1 bond and shall be dated the date of delivery thereof, shall bear interest from date thereof computed on the basis of a 360 day year of twelve 30 day months, or the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on March 1, 2020, and semiannually thereafter on September 1 and March 1 of each year.  The Bonds shall be issued initially in the form of one (1) Term Bond in the full principal amount at the interest rate per annum as follows:

(iii)       The scheduled Principal Payment Dates and principal amounts due on the Bonds are as set forth below:

Section 2.2. Form of Bonds. The Bonds shall be substantially in the form of Exhibit "A" to this Tenth Supplemental Ordinance, with such variations as may be permitted or required by the Act or the General Ordinance or as deemed necessary upon advice of Bond Counsel.

Section 2.3. Acceptance of Offer. The sale of the Bonds to the Lender, pursuant to the Placement Agreement and the terms set forth in this Ordinance 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 City of the agreed purchase price.  The execution and delivery on behalf of the City of the Placement Agreement dated the delivery date of the Bonds, is hereby authorized and approved in all respects.  Each Authorized Officer, 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 City or deemed by, either, in their sole discretion, necessary or advisable to implement this Tenth Supplemental Ordinance or facilitate the sale of the Bonds, including but not limited to the Placement Agreement.

Section 2.4.  Further Details of the Bonds.  The Bonds are hereby secured by an irrevocable pledge and assignment by the City of the Pledged Tower Drive Funds and the Tower Drive Agreement.

ARTICLE III

REDEMPTION OF BONDS

Section 3.1. Redemption of Bonds. The Bonds are subject to redemption prior to maturity as follows:

(i)                 Optional Redemption. On or after September 1, 2026 the Bonds are subject to redemption at the option of the City, in whole or in part on any Business Day at par plus accrued interest to the date of redemption.

(ii)              Mandatory Scheduled Redemption.   Principal of the Bonds shall be payable on the Principal Payment Dates and in the respective principal amounts set forth in the payment schedule in Section 2.1(iii) hereof.

(iii)            Special Excess Revenue Redemption. The Bonds are subject to special excess revenue redemption by the City. The City may redeem the Bonds from monies in the State Account of the Tower Drive Excess Revenue Fund in inverse order of maturity, and the Bonds may be so redeemed, in whole at any time thereafter or in part on any Interest Payment Date thereafter, at a redemption price equal to the principal amount of each Bond redeemed plus accrued interest to the date fixed for redemption, without premium, but solely in the event that there are adequate funds on deposit in the Tower Drive Excess Revenue Fund.  The City may purchase any Bond that would otherwise qualify for special excess revenue redemption in lieu of such redemption.

(iii)       Extraordinary Optional Redemption.  The Bonds shall be subject to extraordinary optional redemption by the Issuer upon a Determination of Taxability in whole but not in part within one hundred twenty (120) days 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 Bonds Outstanding, plus and shall bear interest at the Taxable Rate from the date of the Determination of Taxability until the date of redemption.  Redemption of the Bonds for casualty or condemnation shall also be subject to extraordinary optional redemption.

(iv)             Remaining Bonds.  Notwithstanding any other redemption provisions applicable to the Bonds, the Paying Agent shall ensure that in no event subsequent to any redemption shall a Bond of less that an Authorized Denomination be outstanding.

Section 3.2.     Notice of Redemption of Bonds.  In the event any of the Bonds are called for redemption, the Paying Agent/Trustee shall give notice, in the name of the Issuer, of the redemption of such Bonds, which notice shall (i) specify the Bonds to be redeemed, the redemption date, the redemption price, and the place or places where amounts due upon such redemption will be payable (which shall be the principal corporate trust office of the Paying Agent/Trustee) and, if less than all of the Bonds are to be redeemed, and the numbers of the Bonds, so to be redeemed, (ii) state any condition to such redemption, and (iii) state that on the redemption date, and upon the satisfaction of any such condition, the Bonds to be redeemed shall cease to bear interest.  Such notice may set forth any additional information relating to such redemption.  Such notice shall be given by mail, postage prepaid, at least five (5) business days prior to the date fixed for redemption to each Owner of the Bonds to be redeemed at its address shown on the Bond Register kept by the Paying Agent/Trustee; provided, however, that failure to give such notice to any Bond Holder or any defect in such notice shall not affect the validity of the proceedings for the redemption of any of the other Bonds. 

ARTICLE IV

ESTABLISHMENT OF FUNDS

Section 4.1. Funds and Accounts. The Issuer hereby establishes the following funds and accounts with respect to the Bonds:

(i)                 The Series 2019 Bond Fund (the "Bond Fund") to be established and maintained with the Paying Agent;

(ii)              The Cost of Issuance Account to be established as a separate account within the Bond Fund for the purpose of paying Costs of Issuance with respect to the Bonds;

(iii)            The Series 2019 Refunding Fund (the "Refunding Fund"), to be established with the Paying Agent;

(iv)             The Series 2019 Debt Service Fund (the "Debt Service Fund"), to be established and held by the Paying Agent;

(v)               The Series 2019 Project Fund (the "Project Fund"), to be established and held by the Paying Agent to be used to accept the balance of proceeds of the Bonds after deposits into the Refunding Fund and the Costs of Issuance Account; and

(vi)             The Series 2019 Rebate Fund (the "Rebate Fund"). A Rebate Fund to be established with the fiscal agent of the City to ensure compliance with the Code.  The City will use such moneys in the Rebate Fund to make arbitrage payments to the United States.

Section 4.2.    Flow of Funds.  To provide for the orderly collection and disbursement of Bond Proceeds and in order that the principal of and the interest on the Bonds will be hereafter paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows:

(i)                 There shall be deposited in the Bond Fund the Bond proceeds.  The Paying Agent shall transfer from the Bond Fund: (a) to the Refunding Fund an amount sufficient to defease and pay the Prior Bonds; (b) to the Cost of Issuance Account an amount sufficient to pay Costs of Issuance with respect to the Bonds; and (c) amounts to the Project Fund, each as designated in the Closing Memorandum.  Any funds remaining in the Costs of Issuance Account after one hundred eighty days (180) shall be transferred to the Project Fund, and the Bond Fund shall be closed. 

  Section 4.3.  Tower Drive Revenue Fund.  There is hereby reconfirmed a special trust fund designated the "City of Monroe, State of Louisiana Sales Tax Increment Revenue Bonds (Economic Development Projects – Tower Drive Economic Development Area) Revenue Fund" (the "Tower Drive Revenue Fund").  The Paying Agent shall administer such funds as provided in this Section 4.2 and Article IV of the General Ordinance.  The Paying Agent shall deposit into the Tower Drive Revenue Fund, immediately upon receipt thereof, the Pledged Tower Drive State Increment received by the Paying Agent from DRT which shall be submitted no less than on a quarterly basis.  The City shall deposit monthly into the Tower Drive Revenue Fund, immediately upon receipt thereof, the Pledged Tower Drive City Increment, as shall be necessary, if any, to bring the aggregate amount of the funds in the Tower Drive Revenue Fund that month from the Pledged Tower Drive State Increment and such Pledged Tower Drive City Increment to a level such that for any consecutive six-month period, the aggregate funds on deposit in such Tower Drive Revenue Fund shall equal not less than an amount that would have resulted if such deposits were accumulated on a monthly basis of a minimum of 1/12 of principal or mandatory sinking fund redemption due on the next Principal Payment Date and 1/6 of interest due on the next Interest Payment Date for the Bonds, Additional Bonds, and Subordinate Debt.

Section 4.4.   Application of the Tower Drive Revenue Fund. On the fifth (5th) day prior to any Interest Payment Date or if such day is not a Business Day, the next succeeding Business Day, the Paying Agent shall transfer the funds held in the Tower Drive Revenue Fund to the following funds and accounts and in the following manner and order of priority:

(i)        to the Debt Service Fund, an amount which, when combined with funds on deposit in that account, will equal an amount sufficient to pay the interest due on the Bonds and Additional Bonds on the next succeeding Interest Payment Date or other date on which interest on the Bonds is due;

(ii)              to the Debt Service Fund, an amount which, when combined with funds on deposit in that account will equal ½ the principal and premium, if any, due upon maturity with respect to the Bonds and Additional Bonds on the next date on which principal on the Bonds is due;  

(iii)            to the Debt Service Fund, an amount which, when combined with funds on deposit in that account, will equal an amount sufficient to pay interest due on Subordinated Debt on the next Interest Payment Date;

(iv)           to the Debt Service Fund, an amount which, when combined with funds on deposit in that account will equal ½ the principal due on Subordinated Debt on the next Principal Payment Date; and

(v)             to the Debt Service Fund, the amount, if any, designated by the City or requried by this Tenth Supplemental Ordinance to make permitted redemptions of the Bonds.

Any monies not transferredin accordance with clauses (i) through (v) above shall be retained in the Tower Drive Revenue Fund. In the event that any moneys shall remain in the Tower Drive Revenue Fund after the Bonds have been deemed to be no longer outstanding pursuant to the General Ordinance, such monies shall be released to the City for use thereby in accordance with the Act.

            Section 4.5.  Application of Costs of Issuance Account.   There is hereby created a special trust account designated Costs of Issuance Account, which shall be held by the Paying Agent and be kept separate and apart from all other funds.  The Paying Agent shall deposit into the Costs of Issuance Account the amount from the proceeds of the Bonds required to pay the Costs of Issuance of the Bonds. Amounts deposited into the Costs of Issuance Account shall be used to pay the Costs of Issuance of the Bonds in accordance with the Closing Memorandum presented by the City to the Paying Agent upon delivery of the Bonds. Any amounts attributable to the Bonds remaining in the Costs of Issuance Account one hundred eighty (180) days after the date of issuance of the Bonds shall be transferred to Debt Service Fund.

Section 4.5.  Application of Tower Drive Project Fund.     

(i)        There is hereby created a special trust fund designated the Project Fund, which shall be held by the Paying Agent and shall be kept separate and apart from all other funds and monies held by the Paying Agent. The Paying Agent shall administer such fund as provided in this Tenth Supplemental Ordinance. Monies may be expended from the  Project Fund and the Paying Agent may disburse such monies for (a) payment or reimbursing payments for the planning and constructing of the project that the Prior Bonds were issued to fund, including site preparation, professional fees, and other related costs (a "2012 Bond Project"), provided, however, such disbursements shall be made by the Paying Agent upon requisition by the Authorized Representative, such requisition to be substantially in the form of Exhibit "B".

(ii)              Upon completion of all projects or a determination by the City that the balance of the amounts in the Project Fund will not be necessary to pay project costs, as evidenced by a certificate of the City delivered to the Paying Agent, all moneys in the Project Fund in the amount specified by the City in such certificate shall be transferred to the Tower Drive Revenue Fund (after provisions have been made for payment of Project costs not then due and payable).

            Section 4.6. No Series 2019 Bond Reserve Fund.  There is no reserve fund established with respect to the Bonds nor shall the Lender have any right with respect to any existing reserve funds established pursuant to the General Ordinance or any Supplemental Series Ordinance. 

                Section 4.7. Not Bank Qualified. The Bonds will not be designated by the City as "qualified tax‑exempt obligations" within the meaning of Section 265(b)(3)(B) of the Code.

Section 4.8. City Representations. The City hereby represents and warrants that it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment of sale of the Pledged Tower Drive Funds that ranks on a parity with or prior to the pledge granted hereunder.  The City shall not hereafter make or suffer to exist any pledge or assignment of, lien on, or security interest in the Pledged Tower Drive Funds that ranks prior to or on a parity basis with the pledge granted hereunder, except as expressly permitted hereunder. 

ARTICLE V

CONCERNING THIE PAYING AGENT

Section 5.1.  Paying Agent; Appointment and Acceptance of Duties. The City appoints Regions Bank, Baton Rouge, Louisiana as Paying Agent who shall be responsible for the payment of principal and interest to Bond Owner on the respective dates designated for the payment of principal of and interest on the Bonds. The Paying Agent shall designate its principal office in the City where located and signify its acceptance of the duties and obligations imposed upon it by this Supplemental Ordinance by executing and delivering a written instrument mutually acceptable to the City and the Paying Agent.

ARTICLE VI

REPRESENTATIONS AND GENERAL COVENANTS OF THE CITY

 Section 6.1.     Reporting Requirements. The City shall furnish to the Lender each of the following:

(i)                 Audited Financial Statements.  As soon as available, and in any event within two hundred seventy (270) days after the close of each Fiscal Year of the City, the complete, unqualified, financial statements of the City, including the balance sheet as of the end of such Fiscal Year and the related statements of operations and changes in net assets and cash flows (showing in each case changes in cash, cash equivalents, and board-designated funds) for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year, all in reasonable detail, audited and prepared by an independent certified public accountant (reasonably satisfactory to the Lender) in accordance with generally accepted accounting principles, consistently applied and fairly presenting the financial condition of the City, as of the end of such Fiscal Year, and stating that in making the examination necessary to such audit such independent certified public accountant shall have obtained no knowledge, except as specifically stated, of any Event of Default.  In the event the City changes its Fiscal Year, the City shall notify the Lender in writing and shall provide audited financial statements within thirty (30) days of receipt.

(ii)              Annual TIF Report.  Annually, the Borrower will provide a report, which includes the following: (a) monthly Sales Tax Increments, collected within the Development Area, which provides the City and State’s Pledged Tower Drive Funds for each month in the prior fiscal year (b) the top ten sales taxpayers within the Development Area, presented by industry in lieu of actual taxpayer names, and percentage of total sales tax collections within the Development Area.

(ii)        Internal Revenue Service.  Promptly upon sending or receiving and any correspondence to or from the Internal Revenue Service concerning the tax-exempt status of the Bonds or any other tax-exempt obligations issued by the City.

(iii)            Other Information.  Such other information respecting the business, properties or the condition or operations, financial or otherwise, of the City, as the Lender may from time to time reasonably request.

            Section 6.2.   Financial Covenant  The City will maintain, as of the last day of each Fiscal Year, a Debt Service Coverage Ratio with respect to the Bonds and Additional Bonds of not less than 1.50 to 1.00.

Section 6.3.      Insurance. 

(i)         The City shall maintain insurance, to the extent commercially available at reasonable rates, on its property and with respect to itself, which insurance shall be provided by an insurer with a credit rating acceptable to the Lender and be of such type and in such amounts or in excess of such amounts as are customarily carried by and insures against such risks as are customarily insured against by municipalities of like size and character to the City and as shall be satisfactory to the Lender.

(ii)              The City shall furnish upon request to the Lender certificates of the respective insurers originally executed by the authorized agent(s) attesting the fact that the insurance required by this Section is in full force and effect and reflecting all coverages, amounts and deductibles.  At least fifteen (15) days prior to the expiration of any such policy, the City shall furnish the Lender evidence that the policy has been renewed or replaced or is no longer required by this Tenth Supplemental Ordinance.

Section 6.4.     Visitation. The City shall permit (after having received reasonable advance written notice from the Lender), any employees, agents or other representatives of the Lender and any attorneys, accountants or other agents or representatives designated by the Lender to (a) have access to and visit and inspect any of the accounting systems, books of account, financial records and Property, thereof, (b) examine and make abstracts from any such accounting systems, books and records, and (c) discuss the affairs, finances and accounts thereof with the officers, employees or agents, all at such reasonable business times as the Lender deems necessary or advisable to protect its interests; provided, however, that the foregoing shall not require the City to divulge confidential information respecting clients, customers or patients of the City.

Section 6.5. Reserved.  

Section 6.6.     Additional Bonds Test.  The City may issue Additional Bonds upon either: (i) receipt of the written consent of the Lender, or (ii) delivery to the Lender of an Accountant’s Certificate certifying that the average amount of the Pledged Tower Drive Increment for each of the two Fiscal Years immediately preceding the Fiscal Year in which occurs the date of issuance of the proposed Additional Bonds is not less than 1.50 times the maximum amount payable in any Fiscal Year thereafter as the principal of and interest on the Bonds and the proposed Additional Bonds.

Section 6.7.Subordinated Debt. 

(i)                 The City may issue Subordinated Debt upon either: (a) receipt of the written consent of the Lender, or (b) delivery to the Lender of an Accountant’s Certificate certifying that the average amount of the Pledged Tower Drive Increment for each of the two Fiscal Years immediately preceding the Fiscal Year in which occurs the date of issuance of the proposed Subordinante Debt is not less than 1.33 times the maximum amount payable in any Fiscal Year thereafter as the principal of and interest on the Bonds, Additional Bonds and the proposed Subordinated Debt.  The Subordinated Debt shall pay interest on each March 1 and September 1 and principal on each September 1.

(ii)              Notwhithstanding Section 6.7(i) hereof, the City shall not modify, amend or in any way change the terms of any Subordinated Debt or any instrument, document or agreement evidencing same or related thereto, if the effect of any such modification, amendment or change would be to (a) increase the interest rate applicable to such Subordinated Debt, (b) accelerate the date for the making of any required payment of principal or increase the amount due on any such date, (c) modify the terms of subordination, as they apply to the Bonds, in a manner that would affect adversely the rights of the Lender with respect to the holder(s) of such Subordinated Debt, or (d) otherwise materially affect the rights of the Lender with respect to the holder(s) of such Subordinated Debt.

Section 6.8.     Favored Covenant Clause.  With respect to both Additional Parity Bonds and Subordinate Debt, in the event that the City has previously entered into or shall in the future enter into or otherwise consent to any agreement or instrument (or any amendment, supplement or modification thereto) (each a "Relevant Agreement") under which any person or entity undertakes to make loans, to refinance or restructure existing debt or to extend credit or liquidity to the City or pursuant to which the City and a person or entity agree to a swap or hedge agreement or other similar arrangement, which Relevant Agreement, directly or indirectly, (i) provides such person or entity with a covenant, provision, or agreement which is more restrictive, as to the City, or (ii) gives or grants greater rights or remedies to such person or entity whether as to timing of payment, priority of payment or lien or otherwise (each, a "Favored Covenant") than, in the case of (i), are undertaken by the City in this Ordinance or, in the case of (ii), are given or granted to the Lender in this Ordinance, then each such Favored Covenant shall automatically be deemed to be incorporated into the provisions of this Ordinance and the Lender shall have the benefits of each such Favored Covenant as if specifically set forth in this Ordinance. If necessary, the City shall promptly introduce and adopt an amendment or supplement to this Ordinance to include each such Favored Covenant; provided that the Lender shall be vested with and continue to receive the benefit of each such Favored Covenant even if the Borrower fails to provide such amendment or supplement.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.1.     Events of Default.  In addition to the Events of Default enumerated in Article VII of the General Ordinance, the occurrence of any one or more of the following shall constitute an event of default (an "Event of Default") under this Tenth Supplemental Ordinance (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any governmental authority:

(i)                 failure of the City to pay any amount of the principal of or interest on the Bonds, as and when the same shall become due and payable; or

(ii)               failure of the City to observe or perform any of the covenants, conditions or provisions of Sections 6.1, 6.2, 6.3, 6.4 or 6.5; or 6.6; or

(iii)             any warranty, representation, financial statement (specifically not including projections or estimates of financial performance or results), report, schedule, certificate, statement or other document heretofore, now, or hereafter, made or furnished to the Lender by or on behalf of the City in compliance with, or in reference to, this Ordinance, shall prove to be false or misleading in any material respect as of the date on which it was made, and action which eliminates or corrects such falsity or misleading character is not completed for a period of 30 days after the Lender or the applicable party becomes aware thereof; or

(iv)             the occurrence of a default or an event of default as defined in any other agreement or contract under which any City is now or hereafter obligated to the Lender or Regions Bank, or an affiliate of either thereof, that is not cured within the applicable cure period provided therein; or

(v)               an Act of Insolvency occurs.

Section 7.2.     Availability of Remedies.

(i)        No remedy herein conferred upon or reserved to the City or the Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall, to the extent permitted by law, be cumulative and in addition to every other remedy given under this Tenth Supplemental Ordinance or now or hereafter existing at law or in equity or otherwise.  No delay or omission by the City or the Lender to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof but any such right or power may be exercised from time to time and as often as may be deemed expedient.

(ii)       All rights, remedies and powers provided by this Article may be exercised only to the extent the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Tenth Supplemental Ordinance invalid or unenforceable.

ARTICLE VIII

MISCELLANEOUS

Section 8.1.    Publication. This Tenth Supplemental Ordinance shall be published as required by law.

Section 8.2.    Authorization to Execute Documents. The Authorized Officers are hereby authorized to execute the Bonds, this Tenth Supplemental Ordinance and any and all other documents, certificates and papers necessary to complete the sale and delivery of the Bonds.

Section 8.3.     Lender Agreement. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Lender Agreement.  Notwithstanding any other provision of this Tenth Supplemental Ordinance, failure of the Issuer to comply with the Lender Agreement shall not be considered an Event of Default; however, any Lender may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under the Placement Agreement.  The Mayor is authorized to execute or deliver the Placement Agreement containing such terms, conditions, and covenants as the Mayor, in his sole discretion deems appropriate.  

Section 8.4 .    Role of 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 8.5.     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.

Section 8.6.     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 Ordinance as if set forth in their entirety herein.  Any changes to substantive provisions of this Bond Ordinance, as determined by the Mayor on advice of Bond Counsel, explicitly including, but not limited to, the par amount, interest rate, term, redemption provisions and/or the requisite terms for the of issuance of Additional Parity Bonds, as stated in Article IX herein, be and are hereby excluded from being incorporated in this Bond Ordinance via this Section.

 Section 8.7   Issuer Counsel    It is recognized and agreed that a real necessity exists for the employment of special counsel to serve as issuer counsel to the Issuer to supervise the issuance of the Bonds and accordingly Jasmyne McConnel, Esq., Monroe, Louisiana, is hereby employed for such purposes.  The fee to be paid for such services shall be an amount computed at an hourly rate to be negotiated less than the Attorney General’s current Hourly Fee Schedule, and shall be payable by the Issuer from the proceeds of the Bonds.

Section 8.8.     Non-Applicability of Jury Trial.  Each the Issuer and the Lender acknowledge non-availability of trial by jury in any proceeding to review actions by the Issuer as a municipal body under Louisiana Code of Civil Procedure Article 1732(5) and other constitutional and statutory authority, including matters with respect to any controversy or claim between the Issuer and the Lender, whether arising in contract or tort or by statute, including but not limited to any controversy or claim that arises out of or relates to this Ordinance, the Bonds or any related document.

Section 8.9.     US Patriot Act.  The City 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 any such person. The City further represents and warrants to the Lender that the City 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.

[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

This Tenth Supplemental Ordinance shall become effective immediately following its adoption. The Tenth Supplemental Ordinance having been submitted to a vote, the vote thereon was as follows:

YEAS:            Echols, Ezernack, Woods & Wilson

NAYS:            None.

ABSENT:       Clark

ABSTAIN:     None.

And the Ordinance was declared adopted on this  10th          day of  September      , 2019.

CITY OF MONROE,

STATE OF LOUISIANA

Juanita G. Woods____________________

Juanita Woods, Chairman

ATTEST:

Carolus.S. Riley                     

Carolus S. Riley, Clerk

RETURNED APPROVED ON:

_____________, 2019

James E. Mayo                       

James E. Mayo, Mayor

STATE OF LOUISIANA

PARISH OF OUACHITA

I, the undersigned Clerk of the City of Monroe, State of Louisiana (the "City"), do hereby certify that the foregoing constitutes a true and correct copy of:

AN ORDINANCE SUPPLEMENTING AND AMENDING A PREVIOUS ORDINANCE AUTHORIZING THE ISSUANCE OF SALES TAX INCREMENT REVENUE REFUNDING BONDS (ECONOMIC DEVELOPMENT PROJECTS) OF THE CITY OF MONROE, STATE OF LOUISIANA, TO PROVIDE FOR AND AUTHORIZE THE ISSUANCE OF NOT EXCEEDING THIRTEEN MILLION DOLLARS ($13,000,000) SALES TAX INCREMENT REVENUE AND REFUNDING BONDS (ECONOMIC DEVELOPMENT PROJECTS – TOWER DRIVE ECONOMIC DEVELOPMENT AREA), SERIES 2019 OF THE CITY OF MONROE, STATE OF LOUISIANA; FIXING CERTAIN DETAILS AND PROVIDING FOR THE PAYMENT THEREOF AND ENTERING INTO CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH THE SECURITY AND PAYMENT OF SAID BONDS; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH.

IN FAITH WHEREOF, witness my official signature at Monroe, Louisiana on this, the ________ day of ____________, 2019.

_____________________________

Carolus S. Riley, Clerk

EXHIBIT "A"

No. R‑1                                                                             Principal Amount:  $________________

UNITED STATES OF AMERICA

CITY OF MONROE

 STATE OF LOUISIANA

SALES TAX INCREMENT REVENUE AND REFUNDING BONDS,

(ECONOMIC DEVELOPMENT PROJECT –

TOWER DRIVE ECONOMIC DEVELOPMENT AREA), SERIES 2019

 OF THE

CITY OF MONROE, STATE OF LOUISIANA

The City of Monroe, State of Louisiana (the "Issuer"), promises to pay, but only from the source and as hereinafter provided, to

REGISTERED OWNER:  Regions Capital Advantage, Inc. (the "Lender")

or permitted assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Bond Date set forth above or from the most recent interest payment date which is March 1 and September 1, commencing March 1, 2020 (each an "Interest Payment Date"), at the Interest Rate set forth above calculated on the basis of twelve 30 day months and a 360 day year until said principal amount is paid, unless this Bond shall have been previously called for redemption and payment shall have been duly made or provided for; provided however, upon a Determination of Taxability, the outstanding principal amount shall bear interest at the Taxable Rate (as defined in the Tenth Supplemental Ordinance) from the date of the Determination of Taxability until such principal amount has been redeemed as provided herein or paid.  The principal of this Bond, upon maturity or redemption, as well as interest thereon, is payable in such coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts upon presentation and surrender hereof.  Interest on this Bond is payable on any Interest Payment Date, subject to certain exceptions provided in the Tenth Supplemental Ordinance by the City to an account designated by Lender in immediately available funds from the Pledged Tower Drive Funds.  Any amount due hereunder which is not punctually paid or duly provided for shall be payable as provided in the Tenth Supplemental Ordinance.  Capitalized terms used herein not otherwise defined shall have the meanings ascribed thereto in the amended and restated ordinance adopted by the City on April 10, 2001 (the "General Ordinance"), as supplemented by that Tenth Supplemental Ordinance adopted by the City on September 10, 2019 (collectively, the Ordinance").

This Bond is the complete duly authorized issue of Sales Tax Increment Revenue Refunding Bonds (Economic Development Project – Tower Drive Economic Development Area), Series 20192 in the principal the sum of Eleven Million Dollars ($11,000,000) (the "Bonds"), said Bonds having been issued by the Issuer pursuant to and in compliance with the Constitution and Statutes of the State of Louisiana and Chapter 14-A of Chapter 27 of Title 33 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 33:9020 et seq.) (herein collectively, called the "Act"), and under and pursuant to the Ordinance. The Bonds are issued for the purpose of the Project (as defined in the Tenth Supplemental Ordinance.

The scheduled Principal Payment Dates and amounts due on the Bonds are as set forth below:

AMORTIZATION SCHEDULE

                  As provided in the Ordinance, the Bonds are special and limited obligations of the City payable from and secured as to payment of the principal and redemption price thereof, and interest thereon, in accordance with their terms and the provisions of the Ordinance solely from the Pledged Tower Drive Funds. The Pledged Tower Drive Funds under the Ordinance for any period shall mean (i) 40% of the State sales tax revenues and sixty percent (60%) of the City sales tax revenues collected each year on the sale at retail, the use, the lease or rental, the consumption and storage for use or consumption or tangible personal property and on sales of services, all as defined in La. R.S. 47: 301 et seq., or any other appropriate provision of law, as amended, from taxpayers located within the Tower Drive Economic Development Area, which exceeds the sales tax revenues that were collected for the State and the City, respectively, in calendar year 1994 and (ii) deposits in all funds and accounts established under the Ordinance relating to the Bonds, including investment securities held therein, in accordance with the terms and provisions of the Ordinance. Copies of the Ordinance are on file at the above mentioned office of the Paying Agent, and reference is hereby made to the Act and to the Ordinance and any and all supplements thereto and modifications and amendments thereof for a description of the pledge and assignment and covenants securing the Bonds, the nature, extent and manner of enforcement of such pledge, the rights and remedies of the Owner(s) of the Bonds with respect thereto, the terms and conditions upon which the Bonds are issued and may be issued thereunder, the terms and provisions upon which this Bond shall cease to be entitled to any lien, benefit or security under the Ordinance and for the other terms and provisions thereof. All covenants, agreements and obligations of the City under the Ordinance may be discharged and satisfied at or prior to the maturity or redemption of this Bond if monies or certain specified securities shall have been deposited with the Paying Agent.

This Bond is transferable, only upon the books of the Registrar kept for that purpose at the above-mentioned office of the Paying Agent, as Registrar, by the Registered Owner hereof in person, or by such Registered Owner's attorney duly authorized in writing, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Owner or such Registered Owner's duly authorized attorney, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Ordinance and upon payment of the charges therein prescribed. The City and Paying Agent may deem and treat the Registered Owner as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes.

       This Bond may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Paying Agent to the last assignee (the new registered owner) in exchange for this transferred and assigned Bond after receipt of this Bond to be transferred in proper form.Such new Bond will be in the denomination of $100,000 or any integral multiple of $5,000 in excess thereof.  Neither the City nor the Paying Agent will be required to (i) issue, register the transfer of or exchange this Bond during a period beginning at the close of business on a Record Date or any date of selection of 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 (ii) to register the transfer of or exchange this Bond so selected for redemption in whole or in part. All bonds delivered upon any registration of transfer or exchange of the Bonds shall be valid obligations of the City evidencing the same debt and entitled to the same benefits under the Ordinance as the Bonds surrendered.

THIS TOWER DRIVE BOND IS A SPECIAL AND LIMITED OBLIGATION OF THE CITY AND IS PAYABLE SOLEY FROM THE PLEDGED TOWER DRIVE FUNDS.  THIS BOND SHALL NOT CONSTITUTE AN INDEBTEDNESS OR PLEDGE OF THE GENERAL CREDIT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OF INDEBTEDNESS.  NEITHER THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF, OTHER THAN THE CITY SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THIS BOND OR THE INTEREST THEREON AND THE BOND SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, OTHER THAN THE CITY; PROVIDED, HOWEVER, THE CITY SHALL NOT BE OBLIGATED TO PAY PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS BOND FROM ANY SOURCE OTHER THAN THE PLEDGED TOWER DRIVE FUNDS.

On or after September 1, 2026, the Bonds are subject to redemption at the option of the City, in whole or in part on any Business Day at a price of par plus accrued interest to the date of redemption.   

The Bonds are subject to special excess revenue redemption by the City. The City may redeem the Bonds from monies in the State Revenue Account of the Excess Revenue Fund in inverse order of maturity, and the Bonds may be so redeemed, in whole at any time thereafter or in part on any Interest Payment Date thereafter, at a redemption price equal to the principal amount of each Bond redeemed plus accrued interest to the date fixed for redemption, without premium, but solely in the event that there are adequate funds on deposit in the Excess Revenue Fund pertaining to the Development Area (as defined in the Tenth Supplemental Ordinance).  The City may purchase any Bond that would otherwise qualify for special excess revenue redemption in lieu of such redemption.  The Bonds are also subject to mandatory redemption upon a Determination of Taxability.

            Notwithstanding any other redemption provisions applicable to the Bonds the Paying Agent shall ensure that in no event subsequent to any redemption shall a Bond of less than $100,000 principal amount be outstanding.

            The Bonds are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, will not be listed on any stock or other securities exchange, will carry no rating from any rating service, and will not be readily marketable. 

It is hereby certified and recited that all conditions, acts and things required by law and the Ordinance to exist, to have happened and to have been performed precedent to and in the issuance of this Bond exist, have happened and have been performed and that the series of bonds of which this is one complies in all respects with the applicable laws of the State of Louisiana, including, particularly, the Act.

This Bond shall not be entitled to any benefit under the Ordinance or be valid or become obligatory for any purpose until this Bond shall have been authenticated by the execution by the Paying Agent of the Paying Agent's Certificate of Authentication hereon.

The Issuer and the Registrar shall not be required to issue, register the transfer of or exchange any Bonds during the period beginning (i) at the opening of business on the 15th day of the month next preceding an Interest Payment Date and ending at the close of business on the Interest Payment Date or (b) any Bond called for redemption prior to maturity during a period beginning on the opening of business fifteen (15) days before the mailing of notice of redemption of such Bond and ending on the date of such redemption.

IN WITNESS WHEREOF, the City Council of the City of Monroe, the governing authority of the City of Monroe, State of Louisiana, has caused this Bond to be executed in its name by the signatures of the Mayor and the City Clerk, and the corporate seal of said City to be imprinted hereon.

CITY OF MONROE,

STATE OF LOUISIANA

                                                                                                                                               
Carolus S. Riley, Clerk                                             James E. Mayo, Mayor

(SEAL)

CERTIFICATE OF AUTHENTICATION

This Bond is the only Bond referred to in the within mentioned Ordinance.

                                                                                 REGIONS BANK, as Paying Agent

                                                                                    By:  ___________________________

Date:  _________, 20__                                                     Kesha A. Jupiter, Vice President

REGISTRAR CERTIFICATE OF REGISTRATION

            This Bond R-1 has been registered as to principal and interest in the name of the registered owner hereof on the books of the Paying Agent, as Registrar, as follows:

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________ the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________ attorney or agent to transfer the within bond on the books kept for registration thereof with full power of substitution in the premises.

Dated:____________________                                  _________________________________________

NOTICE:  The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration, enlargement or any change whatsoever.

Signature Guaranteed:

___________________________________

NOTICE:  Signature(s) must be guaranteed

by a member firm of the New York Stock

Exchange or a commercial bank or trust company.

LEGAL OPINION CERTIFICATE

I, the undersigned Clerk of the City Council of the City of Monroe, the governing authority of the City of Monroe, State of Louisiana, do hereby certify that the attached is a true copy of the complete legal opinion of Boles Shafto, LLC, Bond Counsel, the original of which was manually executed, dated and issued as of the date of payment for and delivery of the original bonds of the issue described therein and was delivered to the Lender thereof.  I further certify that an executed copy of the above legal opinion is on file in my office.

                                                                                                   ___________________________

                                                                                                   Carolus, S. Riley, Clerk    

_______, 2019

Honorable Mayor and City Council

City of Monroe

Monroe, Louisiana

Regions Capital Advantage, Inc.

Birmingham, Alabama

$_________

Sales Tax Increment Revenue and Refunding Bonds

(Economic Development Projects –

Tower Drive Economic Development Area), Series 2012

of the

City of Monroe, State of Louisiana

       We have acted as bond counsel to the City of Monroe, State of Louisiana (the "Issuer"), in connection with the issuance by the Issuer of the captioned bonds (the "Bonds").  All capitalized terms used herein unless otherwise defined have the meanings assigned thereto in the Ordinance (herein defined).

       The Bonds are issued in fully registered form, are payable and mature and bear interest in the amounts set forth in the herein defined Ordinance.  The Bonds are subject to redemption prior to maturity.

The Bonds have been issued by the Issuer pursuant to an Amended and Restated Ordinance adopted by the governing authority of the Issuer on April 10, 2001, as amended and supplemented to the date hereof by an Tenth Supplemental Ordinance adopted by the governing authority of the Issuer on September 10, 2019 (collectively, the "Ordinance"), under the authority of Sections 9020, et seq. of Title 33 and Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (collectively, the "Act"), and other Constitutional and statutory authority, for the purpose of the Project (as defined in the Ordinance).

      We have examined the provisions of the Constitution and statutes of the State of Louisiana, a certified transcript of the proceedings of the Issuer relating to the authorization and issuance of the Bonds, and such other documents, proofs and matters of law, as we deemed necessary to render this opinion.

      On the basis of the foregoing examinations, we are of the opinion, as of the date hereof and under existing law, that:

1.  The Bonds are valid and binding, limited and special obligations of the Issuer payable solely from the Pledged Tower Drive Funds.

     2.  The Ordinance creates the valid pledge and dedication which it purports to create of the Tower Drive Funds, subject to the provisions of the Ordinance requiring or permitting the application thereof for the purposes and on the terms and conditions set forth in the Ordinance.

3.  Pursuant to the Act, the Bonds and the income therefrom are exempt from all taxation by the State of Louisiana or any political subdivision thereof.

          4.  Interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the individual federal alternative minimum tax for individuals.  The corporate alternative minimum tax was repealed by the federal legislation enacted on December 22, 2017 (known as the "Tax Cuts and Jobs Act"), effective for tax years beginning after December 31, 2017.  For tax years beginning before January 21, 2018, interest on the Bonds is not an item of tax preference for purposes of the corporate alternative minimum tax in effect prior to enactment of the Tax Cuts and Jobs Act; however, interest on the Bonds held by a corporation (other than an S Corporation, regulated investment company or real estate investment trust) indirectly may be subject to federal alternative minimum tax because of its inclusion in the adjusted current earning of a corporate holder.   

          5.  The Bonds are described in Section 3(a)(2) of the Securities Act of 1933, as amended, and therefore no registration is required with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the offering and sale of the Bonds.

      In rendering the opinions expressed in paragraph 4 above, we have relied on representations of the Issuer with respect to matters solely within the knowledge of the Issuer which we have not independently verified and have assumed continuing compliance with covenants in the Ordinance pertaining to those sections of the Code which affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. In the event that such representations are determined to be inaccurate or incomplete or the Issuer fails to comply with the foregoing covenants in the Ordinance interest on the Bonds could become included in gross income from the date of original delivery, regardless of the date on which the event causing such inclusion occurs.

Except as stated above, we express no opinion as to any federal, state or local tax consequences resulting from the ownership of, receipt of interest on or disposition of the Bonds. 

This opinion is specifically limited to the laws of the State of Louisiana and of the United States of America.

 It is to be understood that the rights of the owners of the Bonds and the enforceability of the Bonds and the Bond Ordinance may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and that their enforceability may also be subject to the exercise of the sovereign police powers of the State of Louisiana, or its governmental bodies, and the exercise of judicial discretion in appropriate cases.

            Our opinions expressed herein are issued to and for the sole benefit of the addressee stated above and are issued for the sole purpose of the transaction specifically referred to herein.  No persons other than the above addressee may rely upon this opinion without our express prior written consent.  This opinion may not be utilized by any person for any other purpose whatsoever and may not be quoted or distributed by any person without our express prior written consent.  We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinion expressed herein after the date hereof. 

Respectfully submitted,

                                                            BOLES SHAFTO, LLC