ORDINANCE NO. 1-1010
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE BY THE TOWN OF LUSK, WYOMING, OF ITS SEWERAGE REVENUE BOND, SERIES 2024, DATED OCTOBER 23, IN THE PRINCIPAL AMOUNT OF $744,027.40, FOR THE PURPOSE (I) REFINANCING THE TOWN’S SEWERAGE REVENUE BOND ANTICIPATION NOTE, SERIES 2023, DATED OCTOBER 24, 2023, IN THE PRINCIPAL AMOUNT OF $747,000, AND (II) PAYING CERTAIN INCIDENTAL COSTS INCURRED IN CONNECTION WITH THE FOREGOING; APPROVING THE FORM, TERMS AND PROVISIONS OF THE BOND, A PURCHASE AGREEMENT AND ALL OTHER DOCUMENTS RELATED TO THE ISSUANCE THEREOF; AUTHORIZING THE MEMBERS OF THE GOVERNING BODY AND EMPLOYEES OF THE TOWN TO TAKE ANY AND ALL ACTIONS NECESSARY TO EFFECTUATE THE ISSUANCE AND SALE OF SAID BOND AND THE CONSUMMATION OF SAID TRANSACTIONS.
WHEREAS, the Town of Lusk, Wyoming (the "Town") is an incorporated municipality duly organized and existing as a town under and by virtue of the constitution and laws of the State of Wyoming; and
WHEREAS, the Town owns and operates a revenue-producing sewerage treatment facility (the “Sewerage Facility”); and
WHEREAS, the governing body of the Town (the “Governing Body”) determined that it was necessary to extend and improve the Sewerage Facility; and
WHEREAS, in anticipation of permanent financing for the extension and improvement of the Sewerage Facility, the Town sold and delivered, at private sale, its “Sewerage Revenue Bond Anticipation Note, Series 2023,” in the maximum principal amount of $747,000 (the “Interim Financing”) to Lusk State Bank, a Division of Banner Capital Bank; and
WHEREAS, the Governing Body has now determined that it is necessary to provide funds for the purpose of (i) refinancing the Interim Financing, and (ii) paying certain incidental costs incurred in connection with the foregoing (collectively, the “Sewerage Project”). The estimated cost of such Sewerage Project, is approximately $4,754,027.40, and it is anticipated that said cost will be paid by loan forgiveness from the State of Wyoming in the amount of $4,010,000 and a Rural Utilities Service (“RUS”) loan in the amount of $744,027.40 (the “Loan”) and the loan will be evidenced by the issuance of the Town’s Sewerage Revenue Bond in the principal amount of $744,027.40 (the “Sewerage Revenue Bond”); and
WHEREAS, the Loan will be evidenced by the issuance of the Town’s “Sewerage Revenue Bond, Series 2024,” dated October 23, 2024, in the principal amount of $$744,027.40 (the “Series 2024 Bond” or the “Bond”); and
WHEREAS, the Loan is in a principal amount that does not exceed the greater of (i) $5,000,000 or (ii) an amount calculated by multiplying the number of individuals to be served by the Sewerage Facility times $1,200, and will be payable solely from revenues generated by the Sewerage Facility and the security for the Loan will be restricted to a claim on said revenues, and no approval of the electors of the Town is required; and
WHEREAS, the Bond will be sold at private sale to RUS, as purchaser (the “Purchaser”), in accordance with its “sophisticated investor” letter dated October 18, 2024 (the “Investment Letter”), a copy of which is attached hereto as EXHIBIT A to ATTACHMENT I of this Authorizing Ordinance and by this specific reference is made a part hereof; and
WHEREAS, the Governing Body hereby determines that it is necessary at this time to provide for the form of the Bond and other details concerning its issuance, confirm the sale of the Bond and to further authorize the delivery thereof;
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE TOWN OF LUSK, WYOMING:
Section 1. Authorization. The Town shall deliver its Series 2024 Bond and the same is hereby sold to the Purchaser, subject only to review and approval of bond counsel. The firm of Freudenthal & Bonds, P.C., of Cheyenne, Wyoming, is hereby designated to act as bond counsel for said Bond.
Section 2. Approval and Execution of Documents. The Bond shall be sold to the Purchaser pursuant to the provisions of the Purchase Agreement. The members of the Governing Body are hereby authorized to take such actions and execute and deliver such documents as may be necessary to give effect to this Authorizing Ordinance and deliver the Bond.
Section 3. Ratification and Approval of Prior Action. All actions heretofore taken by the officers and members of the Governing Body and administrative officials of the Town not inconsistent with the provisions of this Authorizing Ordinance, relating to the authorization, sale, issuance and delivery of said Bond are hereby ratified, approved and confirmed.
Section 4. Designation of Bond. The Town has not issued or effected the issuance of, and reasonably anticipates that the Town and all subordinate entities thereof have not and will not issue or effect the issuance of, more than Ten Million Dollars ($10,000,000) aggregate face amount of tax-exempt obligations during the 2024 calendar year, and hereby designates the Series 2024 Bond as a “qualified tax-exempt obligation” as defined by Section 265(b)(3) of the Code.
Section 5. S.E.C. Rule 15c2-12. The Town has not prepared and will not disseminate any official statement, prospectus, offering circular or other comprehensive offering statement containing material information with respect to the Town, the Sewerage Project or the Bond in connection with the sale of the Bond, and will not undertake any commitment under SEC Rule 15c2-12 to provide continuing disclosure of material information with respect to the Town, the Sewerage Project or the Bond. The purchase of the Bond falls within the exceptions to SEC Rule 15c2-12 (the “Rule”) in that none of the Rule requirements apply to municipal securities in authorized denominations of $100,000 or more which are sold to not more than 35 knowledgeable and experienced investors who are not purchasing with a view to distributing the securities.
Section 6. Parties Interested Herein. Nothing in this Authorizing Ordinance expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Town, the Paying Agent and the Registered Owner of the Bond, any right, remedy or claim under or by reason of this Authorizing Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Authorizing Ordinance contained by and on behalf of the Town shall be for the sole and exclusive benefit of the Town, the Paying Agent and the Registered Owner of the Bond.
Section 7. Authorizing Ordinance Irrepealable. After said Bond has been delivered, this Authorizing Ordinance shall be irrepealable until both the principal of and the interest on said Bond shall be fully paid, satisfied and discharged.
Section 8. Repealer. All orders, bylaws, resolutions and ordinances, or parts thereof in conflict with this Authorizing Ordinance are hereby repealed to the extent that they conflict with this Authorizing Ordinance.
Section 9. Severability. Should any part or provision of this Authorizing Ordinance ever be judicially determined to be invalid or unenforceable, such determination shall not affect the remaining parts and provisions hereof, the intention being that each part or provision of this Authorizing Ordinance is severable.
Section 10. Recording. This Authorizing Ordinance, after its passage and approval, shall be recorded by the Town Clerk/Treasurer in a book kept for that purpose, and said Authorizing Ordinance shall be published as required by law.
Section 11. Effective Date. This Authorizing Ordinance shall be in full force and effect upon its passage and publication.
FIRST READING: October 1, 2024
SECOND READING: October 11, 2024
THIRD READING: October 18, 2024
TOWN OF LUSK, WYOMING
Douglas E. Lytle, Mayor
ATTESTED:
Desirae Matthews-LeLeux, Town Clerk/Treasurer
Public Notice No. 6163 published in The Lusk Herald on November 13, 2024.
