2007-0327
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
(BOND COUNSEL)
RESOLUTION NO. ___________
Title
A resolution authorizing the advertising for bids for the purchase of Twenty-Seven Million Four Hundred Thousand Dollars ($27,400,000) of Public Improvement Bonds, Series ST-2008, 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 PARITY7 for the purchase of Twenty-Seven Million Four Hundred Thousand Dollars ($27,400,000) of Public Improvement Bonds, Series ST-2008, 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, improving drains, drainage canals, pumps and pumping plants, dykes and levees and related machinery and equipment for the West Bank Hurricane Protection System, funding 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 Issuer=s outstanding Public Improvement Refunding Bonds, Series ST-2005 (the AOutstanding Parity Bonds), an irrevocable pledge and dedication of the avails or proceeds of the Issuer's one percent (1%) sales and use tax now being levied and collected by the Issuer pursuant to an election held in the Issuer on July 16, 1988.
SECTION 2. Basic Terms of Bonds. The Bonds will be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), as registered owner of the Bonds, and held in the custody of DTC. The Issuer and the Paying Agent acknowledge that they have executed and delivered a Letter of Representation with DTC and that the terms and provisions of said Letter of Representation shall govern in the event of any inconsistency between the provisions of this Ordinance and said Letter of Representation. A single certificate will be issued and delivered to DTC for each maturity of the Bonds. The Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. Beneficial Owners are expected to receive a written confirmation of their purchase providing details of each Bond acquired. For so long as DTC shall continue to serve as securities depository for the Bonds as provided herein, all transfers of beneficial ownership interest will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Bonds is to receive, hold or deliver any Bond certificate.
For every transfer and exchange of the Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner's allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto.
Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances:
(1) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days' notice to the Issuer and the Paying Agent and discharging its responsibilities with respect thereto under applicable law.
(2) The Issuer determines that continuation of the system of book-entry transfer through DTC (or a successor securities depository) is not in the best interests of the Beneficial Owners.
The Issuer and the Paying Agent will recognize DTC or its nominee as the Bondholder for all purposes, including notices and voting.
Neither the Issuer or the Paying Agent are responsible for the performance by DTC of any of its obligations, including, without limitation, the payment of moneys received by DTC, the forwarding of notices received by DTC or the giving of any consent or proxy in lieu of consent.
Whenever during the term of the Bonds the beneficial ownership thereof is determined by a book entry at DTC, the requirements of this Ordinance of holding, delivering or transferring the Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect.
If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force or effect.
The Bonds will be dated January 1, 2008, 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 June 1 and December 1 of each year, commencing June 1, 2008, will be numbered from R-1 upwards, and will mature serially on December 1 of each year as follows, to-wit:
PRINCIPAL PRINCIPAL
YEAR AMOUNT YEAR AMOUNT
2010 $5,000 2022 $1,215,000
2011 690,000 2023 1,275,000
2012 725,000 2024 1,345,000
2013 765,000 2025 1,415,000
2014 805,000 2026 1,490,000
2015 845,000 2027 1,565,000
2016 890,000 2028 1,650,000
2017 940,000 2029 1,735,000
2018 990,000 2030 1,825,000
2019 1,040,000 2031 1,920,000
2020 1,095,000 2032 2,025,000
2021 1,150,000
SECTION 3. Redemption Provisions. Those Bonds maturing December 1, 2018, and thereafter, will be callable for redemption by the Issuer in full or in part at any time on or after December 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
December 1, 2017 to November 30, 2018 101%
December 1, 2018 to November 30, 2019 100-1/2%
December 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
$27,400,000
OF PUBLIC IMPROVEMENT BONDS,
SERIES ST-2008
OF THE
PARISH OF ST. CHARLES, STATE OF LOUISIANA
Sealed bids or electronic bids via PARITY7
will be received until 6:00 o'clock p.m., Central Time (Louisiana Time), on
Monday, December 3, 2007
Separate sealed bids or electronic bids via PARITY7 will be received at the office of 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 the Courthouse, 15045 Highway 18, 2nd Floor, Hahnville, Louisiana, for the purchase of each series of the above described Bonds (the "Bonds").
Date of Sale: Monday, December 3, 2007 (or such other date as may be determined by the Chairman and Clerk of the Issuer and advertised by Munifacts Disclosure Service).
Hour of Sale: 6:00 p.m., Central Time (Louisiana Time).
Place of Sale: St. Charles Parish Courthouse, 15045 Highway 18, 2nd Floor, Hahnville, Louisiana, telephone (985) 783-5000.
Date of Bonds: January 1, 2008.
Form and Denomination: The Bonds will be issued as fully registered bonds in "book-entry only" form and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). 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 will be issued in the denomination of $5,000 each, or any integral multiple thereof within a single maturity.
Purpose of Bonds: Constructing, acquiring, improving drains, drainage canals, pumps and pumping plants, dykes and levees and related machinery and equipment for the West Bank Hurricane Protection System, funding a reserve for the Bonds, and for paying the issuance costs.
Maximum Interest Rate Allowable: Seven percent (7%) per annum.
Paying Agent, Authenticating Agent and Redemption Agent: The Bank of New York Trust Company, N.A., in the City of Baton Rouge, Louisiana (the "Paying Agent").
Interest Payment Dates: June 1 and December 1, commencing June 1, 2008.
Manner and Place of Payment: Principal of and premium, if any, on the Bonds will be payable in lawful money of the United States of America at the principal corporate trust office of the Paying Agent.
Maturity Schedule: The Bonds will mature serially on the first day of the indicated month of each year as follows:
YEAR PRINCIPAL YEAR PRINCIPAL
DEC 1 AMOUNT DEC 1 AMOUNT
2010 $5,000 2022 $1,215,000
2011 690,000 2023 1,275,000
2012 725,000 2024 1,345,000
2013 765,000 2025 1,415,000
2014 805,000 2026 1,490,000
2015 845,000 2027 1,565,000
2016 890,000 2028 1,650,000
2017 940,000 2029 1,735,000
2018 990,000 2030 1,825,000
2019 1,040,000 2031 1,920,000
2020 1,095,000 2032 2,025,000
2021 1,150,000
Redemption: The Bonds maturing December 1, 2018, and thereafter, will be callable for redemption by the Issuer in full or in part, at any time on or after December 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
December 1, 2017 to November 30, 2018 101%
December 1, 2018 to November 30, 2019 100-1/2%
December 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.
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.
If a Bidder shall elect to specify Term Bonds as provided in "Special Bidders' Option" below, the Bonds subject to mandatory sinking fund redemption shall also be subject to the terms and conditions described in the Official Statement
Security: The Bonds are authorized 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, and proceedings of the Governing Authority. The Bonds shall be payable solely from and secured by an irrevocable pledge and dedication of the avails or proceeds of the Issuer's one percent (1%) sales and use tax now being levied and collected by the Issuer pursuant to an election held in the Issuer on July 16, 1988, the result of which election has been duly promulgated in accordance with law.
Outstanding Parity Bonds. The Series Bonds shall be payable solely from and secured, equally in all respects with the Issuer=s then outstanding Public Improvement Refunding Bonds, Series ST-2005 (the "Outstanding Parity Bonds").
Bond Insurance: 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.
Electronic Bids: Electronic bids will be received via PARITY7, in the manner described below, until 6:00 p.m., Louisiana time, on Monday, December 3, 2007.
Bids may be submitted electronically via PARITY7 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 PARITY7 conflict with this Official Notice of Bond Sale, the terms of this Official Notice of Bond Sale shall control. For further information about PARITY7, potential bidders may contact PARITY7 at I-Deal (212) 849-5021.
Disclaimer: Each prospective electronic bidder shall be solely responsible to register to bid via PARITY7 as described above. Each qualified prospective electronic bidder shall be solely responsible to make necessary arrangements to access PARITY7 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 PARITY7, shall have any duty or obligation to provide or assure access to PARITY7 to any prospective bidder, and neither the Issuer nor PARITY7 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, PARITY7. The Issuer is using PARITY7 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 PARITY7 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 PARITY7 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 PARITY7 at I-Deal (212) 849-5021 and notify the Issuer's Bond Counsel, Foley & Judell, L.L.P. at (504) 568-1249.
Electronic Bidding Procedures: Electronic bids must be submitted for the purchase of each series of the Bonds (all or none of each series) via PARITY7. Bids will be communicated electronically to the Issuer at 6:00 p.m., local Louisiana time, on December 3, 2007. Prior to that time, a prospective bidder may (1) submit the proposed terms of its bid(s) via PARITY7, (2) modify the proposed terms of its bid(s), in which event the proposed terms as last modified will (unless the bid is withdrawn as described herein) constitute its bid(s) for the Bonds, or (3) withdraw its proposed bid(s). Once the bids are communicated electronically via PARITY7 to the Issuer, each bid will constitute an irrevocable offer to purchase the series of Bonds on the terms therein provided. For purposes of the electronic bidding process, the time as maintained on PARITY7 shall constitute the official time.
Sealed Bids: Bids will also be accepted in written form on the Official Bid Form. 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 $27,400,000 of principal amount of Parish of St. Charles, State of Louisiana, Public Improvement Bonds, Series ST-2008. Each bid must be in written form on the Official Bid Form in sealed envelopes marked "Proposal for the Purchase of Parish of St. Charles, State of Louisiana, Public Improvement Bonds, Series ST-2008". For purposes of accepting written bids, the time as maintained on PARITY7 shall constitute the official time.
Bid Requirements: Each bid, whether submitted as a sealed bid or electronically, (i) shall be for the full amount of $27,400,000 in aggregate principal amount of the Bonds (ii) shall name the rate or rates of interest to be borne by particular series of 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 and (vi) shall be made on the form in the case of sealed bids furnished by the Issuer without alteration, omission or qualification.
In addition to the foregoing, (a) the interest rate specified for any maturity after the 2018 maturity shall be the same or greater than the interest rate for the preceding maturity and (b) no interest rate specified for any maturity prior to the 2018 maturity may exceed by more than 2% the interest rate specified for the 2018 maturity. No bid for less than par or which specifies the cancellation of Bonds will be considered. Any premium bid must be paid in the funds specified for the payment of Bonds as part of the purchase price.
Special Bidders' Option: Bidders may specify that all the principal amount of Bonds on any two or more consecutive annual payment dates on or after the 2018 maturity may, in lieu of maturing on each of such dates, be combined to comprise one or more maturities of Bonds scheduled to mature on the latest of such annual payment dates and be subject to redemption through mandatory sinking fund installments at the principal amount thereof in the manner described in the Official Statement, on each of the annual payment dates, except for that principal amount of Bonds scheduled to mature on the latest such annual payment date, which Bonds shall mature on such annual payment date ("Term Bonds"). Bidders may specify one or more of such Term Bonds.
Award of Bid: The Bonds will be awarded to the bidders whose bids offer the lowest "true interest cost" to the Issuer for each series of 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 January 1, 2008, 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.
Costs Paid by Issuer: The costs of preparing, selling and delivering the Bonds shall be paid by the Issuer.
Rejection of Bids: The Issuer reserves the right to reject any and all bids.
Waiver of Informalities: The Issuer reserves the right to waive any informalities or irregularities in any bid.
Bidders' Check or Financial Surety Bond: 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 cashier's check on any member bank of the Federal Reserve System, or (ii) a Financial Surety Bond, for a sum equal to one percent (1%) of the principal amount of such series, made payable to the "Parish of St. Charles, State of Louisiana", as a guarantee that the bidder or bidders will comply with their bid. 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 Issuer by 6:00 p.m., Louisiana (Central) time, on the day prior to the opening of bids. 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 after 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 andthe proceeds credited against the purchase price of the Bonds, or in the case of neglect or refusal to comply with such bid, wil be forfeited to the Issuer as and for liquidated damages. No interest will be allowed on the amount of the Deposit.
Delivery of the Bonds: The Bonds will be delivered to DTC on or as soon as practicable after January 15, 2008, in "book-entry only" form. The successful bidder or bidders shall pay in Federal Funds on the date of delivery the balance of the purchase price of the Bonds plus accrued interest. The closing will occur in New Orleans, Louisiana, unless another place shall be mutually agreed upon.
Legal Opinion of Bond Counsel and Closing Documents: The approving legal opinion of Foley & Judell, L.L.P., Bond Counsel, who have supervised the proceedings, the Bonds and the transcript of record as passed upon will be furnished without cost to each successful bidder. 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 as hereinafter described.
CUSIP Numbers: 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.
Continuing Disclosure: 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 is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement.
Additional Information, Bid Forms, and Official Statements: Further information and particulars including the required bid form and an Official Statement relating to the Bonds will be furnished upon application to the undersigned. 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.
THUS DONE AND SIGNED at Hahnville, Louisiana, on this, the 5th day of November, 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 Public Improvement Bonds, Series ST-2008 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.
By virtue of applicant/issuer=s application for acceptance and utilization of the benefits of the Louisiana State Bond Commission=s approval resolved and set forth herein, it resolves that it understands and agrees that such approval 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 AState 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 and other matter subject to the approval, including subsequent application and approval under said Policy of the implementation or use of any swap or other product or enhancement covered thereby.
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 5th day of November, 2007.
/s/ Barbara Jacob-Tucker /s/ April Black
Secretary Chairman
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 November 5, 2007, authorizing the advertising for sealed bids for the purchase of Twenty-Seven Million Four Hundred Thousand Dollars ($27,400,000) of Public Improvement Bonds, Series ST-2008, 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 5th day of November, 2007.
(SEAL) Secretary