2021-0327
INTRODUCED BY: MATTHEW JEWELL, PARISH PRESIDENT
(BOND COUNSEL)
RESOLUTION NO. ___________
Title
A resolution indicating the intention of the Parish of St. Charles, State of Louisiana to proceed with the issuance of not to exceed Fifteen Million Dollars ($15,000,000) Louisiana Local Government Environmental Facilities and Community Development Authority Revenue Bonds (St. Charles Parish GOMESA Project); and providing for other matters in connection therewith.
Body
WHEREAS, Chapter 10-D of Title 33 of the Louisiana Revised Statutes of 1950, as amended, comprised of La. R.S. 33:4548.1 through 33:4548.16, inclusive, is known as the Louisiana Local Government Environmental Facilities and Community Development Authority Act (the "Act"); and,
WHEREAS, it is the purpose of the Louisiana Local Government Environmental Facilities and Community Development Authority (the "Authority") to encourage public infrastructure and public works of all types, and to assist political subdivisions in constructing public works and in financing the construction of public infrastructure and public works, including, but not limited to, public infrastructure and public works; and,
WHEREAS, the Parish of St. Charles, State of Louisiana (the "Parish') will be a participating political subdivision of the Authority in accordance with the Act; and,
WHEREAS, the Gulf of Mexico Energy Security Act of 2006, Public Law 109-432, as amended and supplemented from time to time ("GOMESA"), provides for the sharing of certain revenues received by the United States government from oil and gas leasing and production in the Gulf of Mexico (the "GOMESA Revenues") with the states of Alabama, Mississippi, Louisiana and Texas and their designated political subdivisions; and,
WHEREAS, GOMESA authorizes GOMESA Revenues to be spent on (a) projects and activities for the purposes of coastal protection, including conservation, coastal restoration, hurricane protection and infrastructure directly affected by coastal wetland losses; (b) mitigation of damage to fish, wildlife or natural resources; (c) implementation of a federally-approved marine, coastal or comprehensive conservation management plan; (d) mitigation of the impact of outer Continental Shelf activities through the funding of onshore infrastructure projects; and (e) associated planning and administrative costs (collectively, the "GOMESA Projects"); and,
WHEREAS, the Parish is a designated political subdivision that receives GOMESA Revenues under GOMESA; and,
WHEREAS, the Parish desires to proceed with the issuance of the Authority's not to exceed Fifteen Million Dollars ($15,000,000) Revenue Bonds (St. Charles Parish GOMESA Project) (the "Bonds") for the purposes of (i) funding qualified projects within the Parish permitted under the provisions of the Gulf of Mexico Energy Security Act of 2006 (the "Project"); (ii) financing capitalized interest on the Bonds; and (iii) paying the costs of issuance of the Bonds (collectively, the ''Project").
NOW, THEREFORE, BE IT RESOLVED by the St. Charles Parish Council, acting as the governing authority of the Parish, that:
SECTION 1. The Parish hereby requests the Authority to authorize and issue the Bonds in one or more series (the "Bonds"), in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) for the purpose of providing funds, the proceeds of which shall be loaned to the Parish to enable the Parish to fund the Project.
SECTION 2. The proceeds of the Bonds will be loaned by the Authority to the Parish pursuant to a Loan Agreement by and between the Authority and the Parish, such loan to be repaid solely from GOMESA Revenues distributed to the Parish. The proceeds of the Bonds will be used by the Parish for the purposes of the Project.
SECTION 3. The Bonds shall mature not later than November 1, 2047 and shall bear interest at a rate or rates not to exceed six percent (6%) per annum.
SECTION 4. 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 series of bonds 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 revenue bonds and based on the amount of said Bonds actually issued, sold, delivered and paid for, plus Aout-of-pocket@ expenses, said fees to be contingent upon the issuance, sale and delivery of said Bonds. The Parish 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. 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 Chief Financial Officer is hereby empowered and directed to provide for payment of the work herein specified upon completion thereof and under the conditions herein enumerated without further approval of this Governing Authority.
SECTION 5. The Parish hereby retains Government Consultants, Inc., of Baton Rouge, Louisiana, to act as its Municipal Advisor (AMA@) 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 Parish 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 Parish President is hereby authorized and directed, in his discretion, to execute any contract the MA may require with respect to the engagement.
SECTION 6. Wells Fargo Securities, LLC is hereby appointed as placement agent/underwriter in connection with all or any portion of the Bonds, any compensation to be subsequently approved by the Issuer 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 placement agent/underwriter unless the Bonds are sold and delivered.
SECTION 7. By virtue of the Authority's application for, acceptance and utilization of the benefits of the approval of the Louisiana State Bond Commission (the "Commission"), the Parish hereby resolves that it understands and agrees that such approval is 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 (the "Policy"), as to the borrowing and other matters subject to the approval, including subsequent application and approval under said Policy of the implementation or use of any swap or other products or enhancements covered thereby.
SECTION 8. The Parish President and the Council Secretary and/or the Chairman of the Governing Authority are hereby authorized and directed to do any and all things necessary and incidental to carry out the provisions of this Resolution and to assist the Authority in carrying out its functions in connection with the financing, including obtaining the approval of the Commission and all other approvals necessary in connection with such financing.
SECTION 9. The provisions of this Resolution shall supercede any prior resolutions of the Parish Council with respect to the transactions contemplated hereby to the extent they are inconsistent with the provisions hereof.
SECTION 10. This Resolution shall become effective immediately.
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was declared adopted on this, the 20th day of December, 2021, to become effective immediately upon adoption.
CHAIRMAN: ________________________________________
SECRETARY:_______________________________________
DLVD/PARISH PRESIDENT:___________________________
APPROVED: _____________DISAPPROVED______________
PARISH PRESIDENT: ________________________________
RETD/SECRETARY:__________________________________
AT: _______________________RECD BY: ________________