2021-0249
INTRODUCED BY: MATTHEW JEWELL, PARISH PRESIDENT
(BOND COUNSEL)
RESOLUTION NO. ___________
Title
A resolution giving preliminary approval to the issuance of not to exceed Fifty Million Dollars ($50,000,000) of Hurricane Recovery Revenue Notes of the Parish of St. Charles, State of Louisiana; and providing for other matters in connection therewith.
Body
WHEREAS, the St. Charles Parish Council (the "Governing Authority"), acting as the governing authority for the Parish of St. Charles, State of Louisiana (the "Issuer"), desires to incur debt and issue not to exceed Fifty Million Dollars ($50,000,000) of Hurricane Recovery Revenue Notes (the "Notes"), in the manner authorized and provided by Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (the "Act"), for the purpose of (i) paying any costs associated with debris removal or the demolition, rehabilitation, repair, reconstruction, renovation, restoration and improvement of the properties and facilities within the Issuer resulting from or related to Hurricane Ida, including purchasing any furnishings, fixtures and equipment incidental or necessary in connection therewith; (ii) funding a reserve, if required; and (iii) paying the costs of issuance of the Notes; and,
WHEREAS, the Notes shall be secured by and payable from a pledge of all funds or revenues received or to be received by the Issuer to the extent legally available for the payment of debt service on the Notes, provided that no such funds or revenues shall be so included which have been or are in the future legally dedicated and required for purposes inconsistent therewith by the electorate, by the terms of specific grants, by the terms of particular obligations issued or to be issued or by operation of law (such amount being the "Available Funds of the Issuer"); and,
WHEREAS, it is expressly provided that the full faith and credit of the Issuer shall not be pledged, and there shall be no obligation on the Issuer to levy or increase taxes or other sources of revenue in order to pay debt service on the Notes or to transfer any funds for the payment of debt service that may result in a violation of any law, ruling, regulation, contract or agreement applicable to the Issuer; and,
WHEREAS, the Issuer has no outstanding notes or other obligations of any kind or nature payable from or enjoying a lien on the Available Funds of the Issuer herein pledged.
BE IT RESOLVED by the St. Charles Parish Council (the "Governing Authority"), acting as the governing authority for the Parish of St. Charles, State of Louisiana, that:
SECTION 1. Preliminary Approval of Revenue Notes. Preliminary approval is given to the issuance of not exceeding Fifty Million Dollars ($50,000,000) of Hurricane Recovery Revenue Notes of the Issuer, pursuant to the Act, for the purpose of (i) paying any costs associated with debris removal or the demolition, rehabilitation, repair, reconstruction, renovation, restoration and improvement of the properties and facilities within the Issuer resulting from or related to Hurricane Ida, including purchasing any furnishings, fixtures and equipment incidental or necessary in connection therewith; (ii) funding a reserve, if required; and (iii) paying the costs of issuance of the Notes, said Notes to be secured by and payable from the Available Funds of the Issuer. The Notes will be issued in one or more series, each of which may be taxable or tax-exempt, shall bear interest at an interest rate not exceeding 5% per annum, and shall mature over a period not exceeding ten (10) years from the date of issuance. The Notes shall have such additional terms and provisions as may be determined in a subsequent resolution of the Issuer.
SECTION 2. State Bond Commission. Application is hereby made to the State Bond Commission, Baton Rouge, Louisiana, for approval of the issuance and sale of the Notes and for consent and authority to proceed with the issuance and sale of the Notes as provided above, and Bond Counsel is directed to make application to the State Bond Commission in accordance with the foregoing on behalf of the Issuer. 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. The Issuer finds and determines that a real necessity exists for the employment of special counsel in connection with the issuance of the Notes, 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 Notes. Said Bond Counsel shall prepare and submit to the Issuer for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of such Notes, shall counsel and advise the Issuer as to the issuance and sale thereof and shall furnish its opinions covering the legality of the issuance of the Notes. The fee of Bond Counsel for each series of notes shall be fixed at a sum not exceeding the fee allowed by the Attorney General’s fee guidelines for such bond counsel work in connection with the issuance of such series of revenue notes and based on the amount of said Notes 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 notes. The Parish President is hereby authorized and directed to execute, and the Issuer hereby agrees to and accepts the terms of, the engagement letter appended hereto. A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of said employment and of the fees herein designated, and the Council 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. Reimbursement. Prior to the issuance of the Notes, the Issuer anticipates that it may pay a portion of the costs authorized to be paid from the proceeds of the Notes from its available funds. Upon issuance of the Notes, the Issuer reasonably expects to reimburse said expenditures from the proceeds of the Notes. Any such allocation of the proceeds of the Notes for reimbursement will be with respect to capital expenditures [as defined in Treasury Regulation 1.150-1(b)] and will be made upon the delivery of the Notes and not later than 18 months after the later of (i) the date such expenditure was paid or (ii) the date the improvements are placed in service or abandoned, but in no event more than 3 years after such expenditure was paid. This resolution is intended to be a declaration of intent to reimburse in accordance with the provisions of Treasury Regulation 1.150-2.
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was declared adopted on this, the 4th day of October, 2021, 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: ________________________