2003-0134
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
(DEPARTMENT OF FINANCE)
RESOLUTION NO. ------------
Title
A resolution authorizing the advertising for sealed bids for the purchase of Four Million Seven Hundred Thirty-Five Thousand Dollars ($4,735,000) of Sales Tax Bonds, Series 2003, 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 or for electronic bids via PARITY® for the purchase of Four Million Seven Hundred Thirty-Five Thousand Dollars ($4,735,000) of Sales Tax Bonds, Series 2003, 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 constructing, acquiring and improving capital improvements for the Parish (including but not limited to sewers and sewerage disposal works, drains, drainage canals, pumps and pumping plants, dykes and levees), for providing a reserve for such bonds and for paying the issuance costs thereof. The Bonds shall be payable solely from and secured by an irrevocable pledge and dedication of the avails or proceeds of the Issuer's three-eighths of one percent (3/8%) sales and use tax now being levied and collected by the Issuer pursuant to an election held in the Issuer on April 30, 1983.
SECTION 2. Basic Terms of Bonds. The Bonds will be in fully registered form, will be dated July 1, 2003, 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 January 1 and July 1 of each year, commencing January 1, 2004, will be numbered from R-1 upwards, and will mature serially on July 1 of each year as follows, to-wit:
PRINCIPAL PRINCIPAL
YEAR AMOUNT YEAR AMOUNT
2004 $145,000 2014 $235,000
2005 155,000 2015 245,000
2006 160,000 2016 255,000
2007 170,000 2017 270,000
2008 175,000 2018 280,000
2009 185,000 2019 295,000
2010 195,000 2020 310,000
2011 205,000 2021 325,000
2012 215,000 2022 340,000
2013 220,000 2023 355,000
SECTION 3. Redemption Provisions. Those Bonds maturing July 1, 2014, and thereafter, will be callable for redemption by the Issuer in full or in part at any time on or after July 1, 2013, 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
July 1, 2013 to June 30, 2014 101-1/2%
July 1, 2014 to June 30, 2015 101%
July 1, 2015 to June 30, 2016 100-1/2%
July 1, 2016 and thereafter 100%
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
$4,735,000 OF SALES TAX BONDS,
SERIES 2003
OF THE
PARISH OF ST. CHARLES, STATE OF LOUISIANA
Sealed bids or electronic bids via PARITY®
will be received until 6:00 o'clock p.m., Central Time (Louisiana Time), on
Monday, May 19, 2003
Sealed bids or electronic bids via PARITY® will be received by the St. Charles Parish Council (the "Governing Authority"), acting as the governing authority of the Parish of St. Charles, State of Louisiana (the "Issuer"), at 15045 Highway 18, 2nd Floor, Hahnville, Louisiana, for the purchase of the above described Bonds aggregating $4,735,000 (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 constructing, acquiring and improving capital improvements for the Parish (including but not limited to sewers and sewerage disposal works, drains, drainage canals, pumps and pumping plants, dykes and levees), for providing a reserve for such bonds and for paying the issuance costs thereof. The Bonds shall be payable solely from and secured by an irrevocable pledge and dedication of the avails or proceeds of the Issuer's three-eighths of one percent (3/8%) sales and use tax now being levied and collected by the Issuer pursuant to an election held in the Issuer on April 30, 1983.
The Bonds will be in fully registered form, will be dated July 1, 2003, 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 January 1 and July 1 of each year, commencing January 1, 2004, will be numbered from R-1 upwards, and will mature serially on July 1 of each year as follows, to-wit:
PRINCIPAL PRINCIPAL
YEAR AMOUNT YEAR AMOUNT
2004 $145,000 2014 $235,000
2005 155,000 2015 245,000
2006 160,000 2016 255,000
2007 170,000 2017 270,000
2008 175,000 2018 280,000
2009 185,000 2019 295,000
2010 195,000 2020 310,000
2011 205,000 2021 325,000
2012 215,000 2022 340,000
2013 220,000 2023 355,000
The Bonds maturing July 1, 2014, and thereafter, will be callable for redemption by the Issuer in full or in part, at any time on or after July 1, 2013, 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
July 1, 2013 to June 30, 2014 101-1/2%
July 1, 2014 to June 30, 2015 101%
July 1, 2015 to June 30, 2016 100-1/2%
July 1, 2016 and thereafter 100%
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.
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 for any one maturity or any integral multiple thereof. 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.
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.
Each bid, whether submitted as a sealed bid or electronically, (i) shall be for the full amount of $4,735,000 in aggregate principal amount of the Bonds, (ii) shall name the rate or rates of interest to be borne by the Bonds, expressed in multiples of 1/8th or 1/20th of 1%, (iii) shall prescribe one rate of interest, not to exceed seven per centum (7%) per annum, for the Bonds of any one maturity, (iv) shall limit the interest due on each Bond for each interest period to a single rate, (v) shall be unconditional, (vi) in the case of sealed bids, shall be made on the form furnished by the Issuer without alteration, omission or qualification, and (vii) shall be subject to the terms, conditions and restrictions set forth in the hereinafter described Official Statement.
Electronic bids will be received via PARITY®, in the manner described below, until 6:00 p.m., Louisiana time, on Monday, May 19, 2003.
Bids must be submitted electronically via PARITY® pursuant to this Official Notice of Bond Sale until 6:00 p.m., Louisiana time, but no bid will be received after the time for receiving bids specified above. To the extent any instructions or directions set forth in PARITY® conflict with this Official Notice of Bond Sale, the terms of this Official Notice of Bond Sale shall control. For further information about PARITY®, potential bidders may contact PARITY® at I-Deal (212) 806-8304.
Each prospective electronic bidder shall be solely responsible to register to bid via PARITY® as described above. Each qualified prospective electronic bidder shall be solely responsible to make necessary arrangements to access PARITY® for the purposes of submitting its bid in a timely manner and in compliance with the requirements of the Notice of Sale. Neither the Issuer nor PARITY®, shall have any duty or obligation to provide or assure access to PARITY® to any prospective bidder, and neither the Issuer nor PARITY® shall be responsible for a bidder's failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by, PARITY®. The Issuer is using PARITY® as a communication mechanism, and not as the Issuer's agent, to conduct the electronic bidding for the Bonds. No other form of electronic bid or provider of electronic bidding services will be accepted. The Issuer is not bound by any advice and determination of PARITY® to the effect that any particular bid complies with the terms of this Official Notice of Bond Sale and in particular the "Bid Requirements" hereinafter set forth. All costs and expenses incurred by prospective bidders in connection with their registration and submission of bids via PARITY® are the sole responsibility of the bidders; and the Issuer is not responsible, directly or indirectly, for any of such costs or expenses. If a prospective bidder encounters any difficulty in submitting, modifying or withdrawing a bid for the Bonds, he should telephone PARITY® at I-Deal (212) 806-8304 and notify the Issuer's Bond Counsel, Foley & Judell, L.L.P. at (504) 568-1249.
Electronic bids must be submitted for the purchase of the Bonds (all or none) via PARITY®. Bids will be communicated electronically to the Issuer at 6:00 p.m., local Louisiana time, on May 19, 2003. Prior to that time, a prospective bidder may (1) submit the proposed terms of its bid via PARITY®, (2) modify the proposed terms of its bid, in which event the proposed terms as last modified will (unless the bid is withdrawn as described herein) constitute its bid for the Bonds, or (3) withdraw its proposed bid. Once the bids are communicated electronically via PARITY® to the Issuer, each bid will constitute an irrevocable offer to purchase the Bonds on the terms therein provided. For purposes of the electronic bidding process, the time as maintained on PARITY® shall constitute the official time.
The Issuer will receive separate sealed bids at the offices of the St. Charles Parish Council, 15045 Highway 18, 2nd Floor, Hahnville, Louisiana, for the purchase of $4,735,000 of principal amount of the Bonds. Each bid must be in written form on the Official Bid Form in sealed enveloped marked "Proposal for the Purchase of Parish of St. Charles, State of Louisiana, Sales Tax Bonds, Series 2003". For purposes of accepting written bids, the time as maintained on PARITY® shall constitute the official time.
A good faith deposit (the "Deposit") is required to accompany each bid, whether submitted as a sealed bid or electronically, in the form of (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 Forty-Seven Thousand Three Hundred Fifty Dollars ($47,350) (the "Deposit") 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 must 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 10:00 a.m., Louisiana (Central) time, on the date of the sale. 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) 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.
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 "true interest cost" to the Governing Authority, 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 July 1, 2003, 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 "Canadian Interest Cost Method" or "Present Value Method"). In the case of a tie bid, the winning bid will be awarded by lot.
The successful bidder shall make a bona fide public offering of the Bonds, and, as a condition to the Issuer's obligation to deliver the Bonds, the successful bidder must furnish to the Issuer, by 5:30 p.m., Louisiana time, on the fifth business day after the date of sale, a certificate acceptable to Bond Counsel to the Issuer (i) specifying the reoffering prices at which a substantial amount of the Bonds was sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) and (ii) certifying as to the accuracy of such reoffering prices. Bond Counsel advises that (i) such certificate must be made on the best knowledge, information and belief of the successful bidder, (ii) the sale to the public of 10% or more in par amount of the Bonds of each maturity at (or below) the initial reoffering prices would be sufficient to certify as to the sale of a substantial amount of the Bonds, and (iii) reliance on other facts as a basis for such certification would require evaluation by Bond Counsel to assure compliance with the applicable provisions of the Internal Revenue Code of 1986, as amended.
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 purchaser will be furnished a reasonable number of final official statements on or before the seventh business day following the sale of the Bonds.
In order to assist bidders in complying with S.E.C. Rule 15c2-12(b)(5), the Issuer 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 will be set forth in the Preliminary Official Statement and also will be set forth in the Final Official Statement.
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 (i) 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, and (ii) a Continuing Disclosure Certificate providing for the furnishing of annual reports and notices of certain events. For a further description of the Continuing Disclosure Certificate, please refer to the Official Statement referred to above.
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, 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 21st day of April, 2003.
/s/ Lance Marino
Chairman
ATTEST:
/s/ Barbara Jacob
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 Bonds at a rate or rates not exceeding 7% per annum and to be sold at a discount not more than 1% of the principal amount of the issue. 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:
YEAS:
NAYS:
ABSENT:
And the resolution was declared adopted on this, the 21st day of April, 2003.
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 April 21, 2003, authorizing the advertising for sealed bids for the purchase of Four Million Seven Hundred Thirty-Five Thousand Dollars ($4,735,000) of Sales Tax Bonds, Series 2003, 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 21st day of April, 2003.
(SEAL) Secretary