2019-0148
INTRODUCED BY: LARRY COCHRAN, PARISH PRESIDENT
(BOND COUNSEL)
RESOLUTION NO.
Title
A resolution giving preliminary approval to the issuance of not to exceed Five Hundred Seventy-Five Thousand Dollars ($575,000) of Sales Tax Revenue Refunding Bonds of the Parish of St. Charles, State of Louisiana, in one or more series; making application to the State Bond Commission for approval of said Bonds; and providing for other matters in connection therewith.
Body
WHEREAS, pursuant to the authority of Sub-Part F, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, an election was held in the Parish of St. Charles, State of Louisiana on December 8, 1979, to authorize the levy of a 1/8% sale and use tax and the issuance of sales tax revenue bonds payable therefrom (the "Tax"); and,
WHEREAS, pursuant to such authority, the Parish has issued and now has outstanding $590,000 of Sales Tax Revenue Bonds, Series 2007 (the Series 2007 Bonds"); and,
WHEREAS, this St. Charles Parish Council (the "Council"), acting as the governing authority for the Parish of St. Charles, State of Louisiana (the "Issuer"), desires to accomplish the refunding of the Series 2007 Bonds by authorizing the issuance of not exceeding Five Hundred Seventy-Five Thousand Dollars ($575,000) of its of Sales Tax Revenue Refunding Bonds, in one or more series and for paying the issuance costs thereof, said Bonds to be payable from and secured by an irrevocable pledge and dedication of the funds to be derived by the Tax; and,
WHEREAS, the Issuer desires to make formal application to the State Bond Commission for approval of the issuance of the Bonds.
NOW, THEREFORE, BE IT RESOLVED, by the St. Charles Parish Council, acting as the governing authority of the Issuer, that:
SECTION 1. Preliminary Approval of the Bonds. Preliminary approval is given to the issuance of not to exceed Five Hundred Seventy-Five Thousand Dollars ($575,000)of Sales Tax Revenue Refunding Bonds, in one or more series, of the Issuer (the "Bonds") secured by an irrevocable pledge and dedication of the net avails and proceeds of the Issuer's one-eighth of one percent (1/8%) sales and use tax now being levied and collected by the Issuer pursuant to an election held in the Issuer on December 8, 1979, to bear interest at a rate or rates not exceeding six per centum (6%) per annum, to be sold at premium, par, or discount not less than 97% of the par value thereof and to mature over a period not exceeding 13 years, all in the manner provided by Sub-Part F, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, for refunding all or a portion of the Issuer's outstanding Sales Tax Revenue Bonds, Series 2007 and for paying the issuance costs thereof.
SECTION 2. State Bond Commission. A certified copy of this resolution shall be forwarded to the State Bond Commission on behalf of the Issuer, together with a letter requesting the prompt consideration and approval of this application.
By virtue of applicant/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 3. Employment of Bond Counsel. 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 Generals fee guidelines for such bond counsel work in connection with the issuance of such 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 Parish President 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 as Exhibit A. 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 Secretary is hereby empowered and directed to provide for payment of the work herein specified upon completion thereof and under the conditions herein enumerated.
SECTION 4. Appointment of Municipal Advisor. The Issuer hereby retains Government Consultants, Inc., to act as its Municipal Advisor (the "MA") pursuant to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules promulgated thereunder by the Securities and Exchange Commission. The Issuer hereby acknowledges that it is represented by the MA and will rely upon the advice of the MA with respect to the Bonds. The fee to be paid the MA shall be payable solely from the proceeds of the Bonds when and if issued, and the amount thereof shall be subject to the approval of the State Bond Commission. The Sheriff is hereby authorized and directed to execute an appropriate contract with the MA.
SECTION 5. Appointment of Investment Underwriter/Placement Agent. D.A. Davidson & Co. is hereby appointed as underwriter/placement agent in connection with refunding the Series 2007 Bonds, any compensation to be subsequently approved by the Issuer and to be paid from the proceeds of the Refunding Bonds and contingent upon the issuance of the Refunding Bonds; provided that no compensation shall be due to said investment banker/underwriter unless the Refunding Bonds are sold and delivered.
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was declared adopted this 20th day of May, 2019, to become effective five (5) days after publication in the Official Journal.
CHAIRMAN:_________________________________________
SECRETARY:________________________________________
DLVD/PARISH PRESIDENT:____________________________
APPROVED:______________ DISAPPROVED:_____________
PARISH PRESIDENT:_________________________________
RETD/SECRETARY:__________________________________
AT:_______________ RECD BY: ________________________