Sales Tax Statutes and Regulations - Louisiana Department of ...

Sales Tax Ordinances
mate amounts: $145,000,000 representing
amounts appropriated pursuant to House Bill No.
1 of the 1996 Regular Session of the Louisiana
Legislature (“House Bill No. 1”) and $74,400,000
representing amounts appropriated pursuant to
House Bill No. 204 of the Regular Session of the
Louisiana Legislature (“House Bill No. 204”); and
WHEREAS, such moneys are sufficient, as evidenced
by the report of the Financial Advisor
(hereinafter defined) presented herewith, to defease
or retire all of the District’s Sales Tax Bonds; and
WHEREAS, it is necessary for the District and the
State Board Commission to enter into a cooperative
endeavor agreement (the “Cooperative Endeavor
Agreement”) setting forth the terms and
conditions of the fefeasance and the timing thereof;
and
WHEREAS, it is further necessary for the District
to enter into an escrow deposit agreement (the
“Escrow Agreement”) with First National Bank of
Commerce, as escrow trustee, and for the District
to employ the appropriate professionals necessary
to accomplish the defeasance;
NOW, THEREFORE, BE IT RESOLVED by the
Board of Directors of the Louisiana Recovery
District, acting as the governing authority of said
District, that:
Section 1. The defeasance or retirement of all of
the Sales Tax Bonds is hereby authorized.
Section 2. The form, terms and provisions of the
Cooperative Endeavor Agreement and the Escrow
Agreement are hereby approved in substantially
the same form as submitted to the District and
filed with the official minutes of the District, all of
the provisions of which are hereby made a part of
this resolution, with such additions, omissions
and changes as may be approved by Bond Counsel
to the District. The Chairman or the Vice
Chairman and the Secretary of the District be and
they are hereby authorized, empowered and directed
to execute their Cooperative Endeavor
Agreement and the Escrow Deposit Agreement
for, on behalf of and in the name of the District, in
accordance with the provisions and requirements
of the Act.
Section 3. The Chairman or the Vice Chairman
and the Secretary of the District are hereby further
authorized and directed, for and on behalf of
the District, to accept, receive, execute, seal,
attest and deliver all such documents, certificates
and other instruments as are required, necessary,
convenient and appropriate in connection
with the defeasance or retirement of the District’s
Sales Tax Bonds, and to take such further action
as may be required by the State Board Commission
or Bond Counsel to the District or appropriate
or required by law in connection therewith.
Said officers are hereby further authorized and
directed to approve for, on behalf of, and in the
name of the District any changes, additions or
deletion, if any, shall be approved by Bond Counsel
to the District and shall be consistent with the
authority provided by the Act. The signatures of
the said Chairman, Vice Chairman, or Secretary
upon such documents set forth above, or as may
be otherwise required for or necessary, convenient
or appropriate to the financing described in
this resolution, are deemed to be conclusive evidence
of their due exercise of the authority vested
in them hereunder.
Section 4. It is ratified and confirmed that Foley &
Judell, L.L.P., Bond Counsel, New Orleans, Louisiana,
are hereby employed as Bond Counsel to
the District with respect to the defeasance and
retirement of the District’s Sales Tax Bonds. Bond
Counsel shall perform all rebate calculations
relating to the defeasance and retirement of the
Sales Tax Bonds and draft all proceedings, documents,
instruments and certificates necessary to
accomplish such defeasance and retirement, and
shall deliver their opinion that the Sales Tax
Bonds are no longer outstanding under the resolutions
referred to in the preamble hereto and that
the District has ceased to exist. The fee to be paid
Bond Counsel shall not exceed $32,500 (based on
the Attorney General’s hourly fee schedule), plus
actual out-of-pocket expenses, and shall be subject
to the Attorney General’s written approval of
said employment and fee.
Section 5. Government Finance Associates is
hereby employed as financial advisor (the “Financial
Advisor”) to the District to prepare all necessary
financial calculations and related
requirements of the fefeasance and retirement of
the District’s Sales Tax Bonds. The fee to be paid
the Financial Advisor shall not exceed $164.375
per hour, plus actual out-of-pocket expenses.
Section 6. First National Bank of Commerce, New
Orleans, Louisiana, is hereby employed a escrow
trustee (the “Escrow Trustee”) of the Escrow Fund
created by the Escrow Agreement, and the fee and
expenses of the Escrow shall not exceed $3,000.
Louisiana Sales Tax Law and Regulations 139