2007-0094
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
(BOND COUNSEL)
RESOLUTION NO.
Title
A resolution authorizing the advertising for sealed bids for the purchase of Nine Hundred Twenty Thousand Dollars ($920,000) of Sales Tax Revenue Bonds, Series 2007, of the Parish of St. Charles, State of Louisiana; making application to the State Bond Commission to issue, sell and deliver said bonds; and providing for other matters in connection therewith.
Body
BE IT RESOLVED by the St. Charles Parish Council, acting as the governing authority of the Parish of St. Charles, State of Louisiana (the "Issuer"), that:
SECTION 1. Advertisement for Sale. The Chairman and Secretary of the Issuer be and he is hereby empowered, authorized and directed to advertise in accordance with the provisions of law for sealed bids for the purchase of Nine Hundred Twenty Thousand Dollars ($920,000) of Sales Tax Revenue Bonds, Series 2007, of the Issuer (the "Bonds"). The Bonds will be issued under the authority conferred 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 supplemental thereto, for the purpose of acquiring buildings, machinery and equipment, including both real and personal property, to be used in giving fire protection to the property in the Parish, for providing a reserve for the Bonds, and for paying the issuance costs thereof. The Bonds shall be payable solely from and secured by, equally with the Issuers outstanding Sales Tax Revenue Bonds, Series 2004 (the AOutstanding Parity Bonds), an irrevocable pledge and dedication of the avails or proceeds of the Issuer's one-eighth of one percent (c%) sales and use tax now being levied and collected by the Issuer pursuant to an election held in the Issuer on December 8, 1979.
SECTION 2. Basic Terms of Bonds. The Bonds will be in fully registered form, will be dated June 1, 2007, will be in the denomination of Five Thousand Dollars ($5,000) each, or any integral multiple thereof within a single maturity, and will bear interest from date thereof, or the most recent interest payment date to which interest has been paid or duly provided for, at a rate or rates not exceeding seven per centum (7%) per annum on any Bond in any interest payment period, said interest to be payable semiannually on February 1 and August 1 of each year, commencing August 1, 2007, will be numbered from R-1 upwards, and will mature serially on August 1 of each year as follows, to-wit:
PRINCIPAL PRINCIPAL
YEAR AMOUNT YEAR AMOUNT
2008 $20,000 2020 $35,000
2009 20,000 2021 40,000
2010 25,000 2022 40,000
2011 25,000 2023 45,000
2012 25,000 2024 45,000
2013 25,000 2025 45,000
2014 30,000 2026 50,000
2015 30,000 2027 50,000
2016 30,000 2028 55,000
2017 30,000 2029 60,000
2018 35,000 2030 60,000
2019 35,000 2031 65,000
SECTION 3. Redemption Provisions. Those Bonds maturing August 1, 2018, and thereafter, will be callable for redemption by the Issuer in full or in part at any time on or after August 1, 2017, at the redemption prices, expressed as a percentage of the principal amount of each Bond redeemed set forth below, together with accrued interest to the date fixed for redemption:
Redemption Period Redemption
(both dates inclusive) Price
August 1, 2017 to July 31, 2018 101%
August 1, 2018 to July 31, 2019 100-1/2%
August 1, 2019 and thereafter 100%
If redeemed at the option of the Parish, the Bonds are not required to be redeemed in inverse order
of maturity. In the event a Bond is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Official notice of such call of any of the Bonds for redemption will be given by first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the registered owner of each Bond to be redeemed at his address as shown on the registration books of the Paying Agent.
SECTION 4. Sale of Bonds. The Bonds shall be sold in the manner required by law, and in accordance with the terms of this resolution, the official Notice of Bond Sale herein set forth and the Official Statement referred to in Section 8 hereof. In advertising the Bonds for sale, the governing authority of the Issuer shall reserve the right to reject any and all bids received.
SECTION 5. Notice of Sale. The Chairman of the Issuer be and he is hereby further empowered, authorized and directed to issue a Notice of Bond Sale and cause the same to be published as required by law, which Notice of Bond Sale shall be in substantially the following form:
OFFICIAL
NOTICE OF BOND SALE
$920,000
OF SALES TAX REVENUE BONDS,
SERIES 2007
OF THE
PARISH OF ST. CHARLES, STATE OF LOUISIANA
NOTICE IS HEREBY GIVEN that the St. Charles Parish Council (the "Governing Authority"), acting as the governing authority of the Parish of St. Charles, State of Louisiana (the "Issuer"), will receive sealed bids for the purchase of Nine Hundred Twenty Thousand Dollars ($920,000) of Sales Tax Revenue Bonds, Series 2007 (the "Bonds"), at 15045 Highway 18, 2nd Floor, Hahnville, Louisiana, until six (6:00) o'clock p.m., Louisiana Time, on Monday, May 7, 2007.
The Bonds will be issued under the authority conferred 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 supplemental thereto, for the purpose acquiring buildings, machinery and equipment, including both real and personal property, to be used in giving fire protection to the property in the Parish, for providing a reserve for the Bonds, and for paying the issuance costs thereof. The Bonds shall be payable solely from and secured by, equally with the Issuers outstanding Sales Tax Revenue Bonds, Series 2004, an irrevocable pledge and dedication of the avails or 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.
The Bonds will be in fully registered form, will be dated June 1, 2007, will be in the denomination of Five Thousand Dollars ($5,000) each, or any integral multiple thereof within a single maturity, and will bear interest from date thereof, or the most recent interest payment date to which interest has been paid or duly provided for, at a rate or rates not exceeding seven per centum (7%) per annum on any Bond in any interest payment period, said interest to be payable semiannually on February 1 and August 1 of each year, commencing August 1, 2007. The Bonds will mature serially on August 1 of each years as follows, to-wit:
PRINCIPAL PRINCIPAL
YEAR AMOUNT YEAR AMOUNT
2008 $20,000 2020 $35,000
2009 20,000 2021 40,000
2010 25,000 2022 40,000
2011 25,000 2023 45,000
2012 25,000 2024 45,000
2013 25,000 2025 45,000
2014 30,000 2026 50,000
2015 30,000 2027 50,000
2016 30,000 2028 55,000
2017 30,000 2029 60,000
2018 35,000 2030 60,000
2019 35,000 2031 65,000
The Bonds will be issued as fully registered bonds in Abook entry only@ form and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (ADTC@). DTC will act as Securities Depository for the Bonds, and purchasers of the Bonds will not receive Certificates representing their interest in the Bonds purchased.
The Bonds maturing August 1, 2018, and thereafter, will be callable for redemption by the Issuer in full or in part, at any time on or after August 1, 2017, at the redemption prices, expressed as a percentage of the principal amount of each Bond redeemed, set forth below, together with accrued interest to the date fixed for redemption:
Redemption Period Redemption
(both dates inclusive) Price
August 1, 2017 to July 31, 2018 101%
August 1, 2018 to July 31, 2019 100-1/2%
August 1, 2019 and thereafter 100%
If redeemed at the option of the Parish, the Bonds are not required to be redeemed in inverse order of maturity. In the event a Bond is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Official notice of such call of any of the Bonds for redemption will be given by first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the registered owner of each Bond to be redeemed at his address as shown on the registration books of the Paying Agent.
The principal of the Bonds, upon maturity or redemption, will be payable at the principal corporate trust office of the Paying Agent upon presentation and surrender thereof, and except as otherwise provided in the resolution providing for the issuance of the Bonds, interest on the Bonds will be payable by the Paying Agent by check mailed by the Paying Agent to the registered owner (determined as of the 15th calendar day of the month next preceding said interest payment date) at the address as shown on the books of said Paying Agent. Said Paying Agent will be a qualified bank or trust company selected by the Issuer.
Except as provided under DTC=s book-entry only system, the Bonds may be transferred, registered and assigned only on the registration books of the Paying Agent, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bonds or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for such transferred and assigned Bonds after receipt of the Bonds to be transferred in proper form. Such new Bond or Bonds must be in the denomination of $5,000 or any integral multiple thereof within a single maturity. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange (i) any Bond during a period beginning 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 (ii) any Bond called for redemption prior to maturity during a period beginning at the opening of business fifteen (15) days before the date of the mailing of a notice of redemption of such Bonds and ending on the date of such redemption.
Each bid submitted must be for the entire issue of Bonds, must be on the bid form furnished by the Governing Authority without alteration or qualification, and must be accompanied by a deposit (the ADeposit@) as follows: (i) a certified or cashier=s check on any member of the Federal Reserve System, or (ii) a Financial Surety Bond, in the amount of Eighteen Thousand Four Hundred Dollars ($18,400) made payable to the Issuer as a guarantee that the bidders will comply with the terms of their bids. If a Financial Surety Bond is used, it my be from an insurance company licensed to issue such a bond in the State of Louisiana, and such Financial Surety Bond must be submitted to the Governing Authority or its Bond Counsel by 9:00 a.m., Louisiana (Central Daylight) time, on the sale day. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then that purchaser is required to submit its Deposit to the Issuer in the form of a wire transfer not later than 3:30 p.m., Louisiana (Central Daylight) time, on the day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the Issuer to satisfy the Deposit requirement. The Deposits of the unsuccessful bidder or bidders will be returned promptly, and the Deposit of the successful bidder or bidders will be deposited and the proceeds credited against the purchase price of the Bonds, or in the case of neglect or refusal to comply with such bid, will be forfeited to the Issuer as and for liquidated damages. No interest will be allowed on the amount of the Deposit.
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor, the purchase of any such insurance policy or the issuance of any such commitment therefor shall be at the sole option and expense of such bidder and any increased costs of issuance of the Bonds resulting by reason of the same, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued, shall not constitute cause for a failure or refusal by the purchaser of the Bonds to accept delivery of and pay for said Bonds in accordance with the terms of the Official Bid Form.
Bidders shall name the rate or rates of interest the Bonds shall bear, no exceeding seven per centum (7%) per annum on any Bond in any interest payment period, to be expressed in a multiple of 1/20th or 1/8th of 1% per annum. Bids must stipulate a purchase price for the Bonds of the par value thereof and accrued interest from the date of the Bonds to the date of delivery of the Bonds. No bid which specifies cancellation of the Bonds will be considered. No bids providing for additional or supplemental interest will be considered.
The Governing Authority will meet at the place and time hereinabove set forth for the receipt of bids. The Bonds will be awarded to the bidder whose bid offers the lowest Atrue interest cost@ to the Issuer for the full authorized amount of the Bonds, to be determined by doubling the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments on the bonds from the payment dates to June 1, 2007, such that the sum of such present values is equal to the price bid, including any premium bid but not including interest accrued to the date of delivery (the preceding calculation is sometimes referred to as the ACanadian Interest Cost Method@ or APresent Value Method@). In the case of a tie bid, the winning bid will be awarded by lot. If any bid for the Bonds shall be acceptable, a prompt award of the bonds will be made. The right is expressly reserved to waive any irregularity in any bid or reject any and all bids received.
It shall be the obligation of the successful bidder to furnish in writing to the Issuers Bond Counsel, referenced below, the reoffering yields within three (3) business days after the date of the sale and the initial public offering prices of the Bonds not less than ten (10) business days prior to the delivery of the Bonds. The Purchaser will be furnished a reasonable number of final official statements on or before the seventh business day following the sale of the Bonds.
The Official Statement containing pertinent information relative to the authorization, sale and security of the Bonds is being prepared and may be obtained upon its completion from the Issuer's Bond Counsel, Foley & Judell, L.L.P., One Canal Place, Suite 2600, 365 Canal Street, New Orleans, Louisiana 70130.
The approving legal opinion of Foley & Judell, L.L.P., who have supervised the proceedings, the printed Bonds and the transcript of record as passed upon will be furnished to the successful bidder without cost to him. Said transcript will contain the usual closing proofs, including a certificate that up to the time of delivery no litigation has been filed questioning the validity of the Bonds or the taxes necessary to pay the same.
In order to assist bidders in complying with S.E.C. Rule 15c2-12(b)(5), the Parish Council will undertake, pursuant to the resolution providing for the issuance of the Bonds and a Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A description of this undertaking is set forth int eh Preliminary Official Statement and will also be set forth in the Final Official Statement.
It is anticipated that the American Bankers' Association Committee on Uniform Security Identification Procedures (CUSIP) identification numbers will be printed on the Bonds, but the failure to print such numbers shall not constitute cause for refusal by the successful bidder to accept delivery of and to pay for the Bonds. No CUSIP identification number shall be deemed to be part of any Bond or a part of the contract evidenced thereby, and no liability shall hereafter attach to the Issuer or any of the officers or agents thereof because of or on account of such numbers. All expenses in relation to the printing of the CUSIP identification numbers on the Bonds shall be paid by the Issuer. However, the CUSIP Service Bureau charge for the assignment of such numbers shall be the responsibility of and shall be paid by the successful bidder.
For information relative to the Bonds and not contained in the Notice of Bond Sale and Official Statement, address Barbara Jacob-Tucker, Secretary, P. O. Box 302, Hahnville, Louisiana 70057, or Foley & Judell, L.L.P., One Canal Place, Suite 2600, 365 Canal Street, New Orleans, Louisiana 70130-1138, Bond Counsel.
THUS DONE AND SIGNED at Hahnville, Louisiana, on this, the 19th day of March, 2007.
/s/ April Black
Chairman
ATTEST:
/s/ Barbara Jacob-Tucker
Secretary
SECTION 6. Date and Time of Sale. This Governing Authority will meet in open and public session at the time and place set out in the Notice of Bond Sale incorporated herein, for the purpose of receiving bids for the Bonds, considering and taking action upon the bids, and taking any other action required by this resolution, or necessary to effectuate the issuance, sale and delivery of the Bonds. If any award of the Bonds shall be made, such award shall be made for not less than par and accrued interest to the highest bidder therefor, such award and highest bidder to be determined in accordance with the aforesaid Notice of Bond Sale.
SECTION 7. Bid Form and Official Statement. There shall be prepared an Official Bid Form for the submission of bids and an Official Statement which shall contain complete bidding details, security features and other pertinent information relative to the sale and issuance of the Bonds as may be deemed necessary, advisable or desirable, which Official Bid Form and Official Statement shall be distributed to all prospective bidders and other interested parties.
SECTION 8. State Bond Commission. Application is hereby formally made to the State Bond Commission for consent and authority for the Issuer to issue, sell and deliver the Sales Tax Revenue Bonds at a rate or rates not exceeding 7% per annum and to be sold at not less than 100% of the par value thereof. A certified copy of this resolution shall be forwarded to said State Bond Commission by the Parish or the Parish's Bond Counsel, together with a letter requesting the prompt consideration and approval of this application.
Vote
This resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was declared adopted on this, the 19th day of March, 2007.
CHAIRMAN:______________________________________________
SECRETARY:_____________________________________________
DLVD/PARISH PRESIDENT:_________________________________
APPROVED:______________ DISAPPROVED:__________________
PARISH PRESIDENT:______________________________________
RETD/SECRETARY:_______________________________________
AT:_______________ RECD BY: _____________________________
STATE OF LOUISIANA
PARISH OF ST. CHARLES
I, the undersigned Secretary of the St. Charles Parish Council, do hereby certify that the foregoing pages constitute a true and correct copy of a resolution adopted by said Parish Council on March 19, 2007, authorizing the advertising for sealed bids for the purchase of Nine Hundred Twenty Thousand Dollars ($920,000) of Sales Tax Revenue Bonds, Series 2007, of the Parish of St. Charles, State of Louisiana; making application to the State Bond Commission to issue, sell and deliver said bonds; and providing for other matters in connection therewith.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of said Parish at Hahnville, Louisiana, on this, the 19th day of March, 2007.
(SEAL) Secretary