2017-0196
INTRODUCED BY: LARRY COCHRAN, PARISH PRESIDENT
(BOND COUNSEL)
RESOLUTION NO.
Title
A resolution giving preliminary approval to the issuance of not to exceed Fifteen Million Dollars ($15,000,000) of Limited Tax Revenue Bonds, of the Parish of St. Charles, State of Louisiana; making application to the State Bond Commission for approval of said Bonds; providing for the designation and employment of bond counsel, underwriter and municipal advisor and providing for other matters in connection therewith.
Body
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 the Bonds. Preliminary approval is given to the issuance of not exceeding Fifteen Million Dollars ($15,000,000) of Limited Tax Revenue Bonds (the "Bonds") of the Parish of St. Charles, State of Louisiana (the "Issuer"), pursuant to Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, for the purpose of paying costs of constructing, acquiring, extending and/or improving levees, facilities and structures associated with outer flood protection systems within the Issuer and paying the costs of issuance of the Bonds, said Bonds to be payable from and secured by an irrevocable pledge and dedication of the funds to be derived by the Issuer from the levy and collection of a special tax of 4.07 mills, authorized to be collected in the years 2015 through 2044 pursuant to election held on May 2, 2015, at the rate of 4.00 mills (the rate of which is subject to adjustment from time to time due to reassessment and has been subsequently levied at the rate of 4.07 mills due to reassessment) (the "Tax"). The Bonds will bear interest at a rate or rates not to exceed six percent (6%) per annum, to mature over a period not exceeding twenty (20) years from the date thereof.
SECTION 2. State Bond Commission. Application is hereby made to the State Bond Commission, Baton Rouge, Louisi-ana, for approval of the issuance and sale of the Bonds and for consent and authority to proceed with the issuance and sale of the Bonds 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/issuers application for, acceptance and utilization of the benefits of the Louisiana State Bond Commissions 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 issue or 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 series of 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 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 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. Appointment of Underwriter. D.A. Davidson & Co., of Denver, Colorado, is hereby appointed as investment banker/underwriter in connection with the issuance and sale of all or any portion of the Bonds, any compensation to be subsequently approved by the Issuer by execution of the Bond Purchase Agreement and to be paid from the proceeds of the Bonds and contingent upon the issuance of the Bonds; provided that no compensation shall be due to said investment banker/underwriters unless the Bonds are sold and delivered.
SECTION 5. Appointment of Municipal Advisor. The Issuer hereby retains Government Consultants, of Baton Rouge, Louisiana, to act as its Municipal Advisor (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 President is hereby authorized and directed to execute an appropriate contract with the MA.
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was declared adopted on this, the 5th day of June 2017 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: _____________________________