PROCEEDINGS OF THE MEETING OF THE MAYOR AND BOARD OF ALDERMEN OF THE CITY OF BREAUX BRIDGE HELD AT CITY HALL, 101 BERARD STREET, AT 6:00 P.M. ON TUESDAY, JUNE 13, 2023.
Mayor Ricky Calais called the meeting to order, the invocation and the Pledge of Allegiance were recited.
PRESENT: Ryan Breaux, Scotty Borel, Albert Menard, Neil Melancon
ABSENT: Eddy LeBlanc
Monthly budget-to-actual comparisons on the General Funds, Sales Tax Funds, Park and Recreation Fund, and Utility Funds were distributed to the councilmen and Mayor.
Upon motion of Scotty Borel, duly seconded by Albert Menard and unanimously carried, the Board of Aldermen approved the deletion of the following item to the agenda:
#12-Introduce an ordinance to amend Chapter 23 of Code of Ordinance, the Zoning
Ordinance, to require an application fee for all home occupation petitions.
Upon motion of Scotty Borel, duly seconded by Albert Menard and unanimously carried, the Board of Aldermen approved the minutes of the May 9, 2023, City Council Meeting and the minutes of the May 15, 2023, City Council Special Meeting.
Upon motion of Albert Menard, duly seconded by Neil Melancon and unanimously carried, the Board of Aldermen opened a public hearing for Ordinance #2287 (An ordinance providing for the incurring of debt and issuance of Ten Million Dollars ($10,000,000) of Sales Tax Bonds, Series 2023 of the City of Breaux Bridge, State of Louisiana, and providing for other matters in connection therewith.).
Upon motion of Albert Menard, duly seconded by Ryan Breaux and unanimously carried, and there being no further input, the Board of Aldermen closed the public hearing for Ordinance #2287.
Upon motion of Albert Menard, duly seconded by Neil Melancon and unanimously carried, the Board of Aldermen adopted Ordinance #2287 (An ordinance providing for the incurring of debt and issuance of Ten Million Dollars ($10,000,000) of Sales Tax Bonds, Series 2023 of the City of Breaux Bridge, State of Louisiana, and providing for other matters in connection therewith.).
The following ordinance having been introduced at a special meeting on May 15, 2023, and notice of its introduction having been published in the official journal and a public hearing having been held in connection therewith on this date, was offered for final adoption by Albert Menard and seconded by Neil Melancon:
ORDINANCE NO. 2287
An ordinance providing for the incurring of debt and issuance of Ten Million Dollars ($10,000,000) of Sales Tax Bonds, Series 2023 of the City of Breaux Bridge, State of Louisiana, and providing for other matters in connection therewith.
WHEREAS, the City of Breaux Bridge, State of Louisiana (the “Issuer”) is now receiving revenues derived from the levy and collection of a special one percent (1%) sales and use tax (the “Tax”) being levied and collected by the Issuer, pursuant to an election held in the Issuer on November 16, 2019, at which election the following proposition was approved by a majority of the qualified electors voting in such election, viz:
PROPOSITION
(SALES TAX)
Shall the City of Breaux Bridge, State of Louisiana (the “City”), be authorized to levy and collect a tax of one percent (1%) (the “Tax”) upon the sale at retail, the use, the lease or rental, the consumption, and the storage for use or consumption, of tangible personal property and on sales of services in the City, all as defined by law, in perpetuity, beginning January 1, 2020 (an estimated $2,700,000 reasonably expected at this time to be collected from the levy of the Tax for an entire year), with the proceeds of the Tax (after paying the reasonable and necessary costs and expenses of collecting and administering the Tax) to be dedicated and used solely for the purposes of (i) acquiring, constructing, improving, maintaining and/or operating infrastructure, including public streets, sidewalks and rights-of-way, drainage, water works, parks and recreation facilities, and the purchasing and acquiring of necessary equipment, land and rights-of-way for any of the aforesaid public works, improvements and facilities, (ii) public safety, including police and fire operations, facilities and equipment and (iii) cultural and economic development?
WHEREAS, pursuant to the authority of the aforesaid election, the Issuer adopted an ordinance providing for the levy and collection of the Tax beginning January 1, 2020 (the “Tax Ordinance”); and
WHEREAS, the Issuer now desires to incur debt and issue its Sales Tax Bonds, Series 2023, in the principal amount of Ten Million Dollars ($10,000,000) (the “Bonds”), pursuant to Part II of Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the “Act”), for the purpose of (i) acquiring, constructing and/or improving infrastructure, including public streets, sidewalks and rights-of-way, drainage, water works, parks and recreation facilities, and the purchasing and acquiring of necessary equipment, land and rights-of-way for any of the aforesaid public works, improvements and facilities; (ii) paying the costs of issuance of the Bonds; and
WHEREAS, the Bonds shall be secured by and payable out of the proceeds of the Tax after the payment by the Issuer of the reasonable and necessary costs and expenses of collecting and administering the Tax (the “Net Revenues of the Tax”); and
WHEREAS, the Louisiana State Bond Commission approved the levy of the Tax at its meeting on September 19, 2019; and
WHEREAS, the maturities of the hereinafter described Bonds will be arranged so that the total amount of principal and interest falling due in any year on the Bonds will never exceed 75% of the revenues of the Tax estimated to be received by the Issuer in the year in which the Bonds are issued; and
WHEREAS, other than the Bonds herein authorized, the Issuer has no outstanding bonds or other obligations of any kind or nature payable from or enjoying a lien on the Tax herein pledged; and
WHEREAS, it is the desire of the Issuer to fix the details necessary with respect to the issuance of the Bonds and to provide for the authorization and issuance thereof;
NOW, THEREFORE, BE IT ORDAINED by the Mayor and Board of Aldermen of the City of Breaux Bridge, State of Louisiana (the “Governing Authority”), acting as the governing authority of the Issuer, that:
SECTION 1. Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:
“Act” means, collectively, Part II of Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.
“Additional Parity Bonds” means additional bonds issued on a pari passu basis with the Bonds as provided in Section 11 hereof.
“Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Ordinance.
“Bond” or “Bonds” means the Sales Tax Bonds, Series 2023, authorized by this Ordinance, in the total aggregate principal amount of Ten Million Dollars ($10,000,000), and any bond of said issue, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued Bond.
“Bond Register” means the records kept by the Paying Agent in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.
“Code” means the Internal Revenue Code of 1986, as amended.
“Delivery Date” means the date on which the Bonds are delivered to the Lender.
- “Event of Default” shall have the meaning given such term in Section 31 hereof.
“Executive Officers” means, collectively, the Mayor and City Clerk of the Issuer.
“Fiscal Year” means the one-year accounting period beginning July 1 of each year, or such other period as may be designated by the Governing Authority as the fiscal year of the Issuer.
“Governing Authority” means the Mayor and Board of Aldermen of the City of Breaux Bridge, State of Louisiana, or its successor in function.
“Government Securities” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are non-callable prior to their maturity, may be United States Treasury obligations such as the State and Local Government Series and may be in book-entry form.
“Interest Payment Date” means June 1 and December 1 of each year in which the Bonds are Outstanding, commencing December 1, 2023.
“Issuer” means the City of Breaux Bridge, State of Louisiana.
“Lender” means Investar Bank, Baton Rouge, Louisiana, the original purchaser of the Bonds.
“Net Revenues of the Tax” means the avails or proceeds of the Tax after the payment of the reasonable and necessary costs and expenses of collecting and administering the Tax.
“Ordinance” means this ordinance authorizing the issuance of the Bonds, as it may be supplemented and amended.
“Outstanding” when used with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Ordinance, except:
1. Any Bond theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;
2. Any Bond or portion thereof for which payment sufficient funds or Government Securities, or both, have been theretofore deposited in trust for the owners of such Bond with the effect specified in this Ordinance or by law;
3. Any Bond in exchange for or in lieu of which another Bond has been registered and delivered pursuant to this Ordinance; and
4. Any Bond alleged to have been mutilated, destroyed, lost or stolen which may have been paid as provided in this Ordinance or by law.
“Owner” or “Owners” when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.
“Paying Agent” means Investar Bank, Baton Rouge, Louisiana, unless and until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Ordinance, and thereafter “Paying Agent” shall mean such successor Paying Agent.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Qualified Investments” means those investments which are legally permitted for political subdivisions such as the Issuer pursuant to Louisiana law, including but not limited to those provided in Section 33:2955 of the Louisiana Revised Statutes of 1950, as amended.
“Record Date” for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding such Interest Payment Date.
“Tax” means the one percent (1%) sales and use tax being levied and collected by the Issuer, pursuant to an election held in the Issuer on November 16, 2019.
“Tax Ordinance” means the ordinance adopted by the Governing Authority providing for the levy and collection of the Tax.
- “Commitment Letter” shall mean the Commitment Letter of the Lender as attached hereto as Exhibit B.
SECTION 2. Authorization of Bonds; Maturities. In compliance with the terms and provisions of the Act, there is hereby authorized the incurring of an indebtedness aggregating Ten Million Dollars ($10,000,000) for, on behalf of, and in the name of the Issuer, for the purpose of (i) acquiring, constructing and/or improving infrastructure, including public streets, sidewalks and rights-of-way, drainage, water works, parks and recreation facilities, and the purchasing and acquiring of necessary equipment, land and rights-of-way for any of the aforesaid public works, improvements and facilities; (ii) paying the costs of issuance of the Bonds.
The Bonds shall be dated the Delivery Date thereof, shall be issued as a single bond in fully registered form, numbered R-1, and shall bear interest from the Delivery Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on the basis of a 360-day year consisting of twelve 30-day months, at the rate of 4.65% per annum, and shall become due and payable and mature in installments, without necessity of notice, on June 1 of each year as follows:
Year (June 1)
| Principal Due
|
| 2024 | $496,000 |
| 2025 | $501,000 |
| 2026 | $523,000 |
| 2027 | $547,000 |
| 2028 | $572,000 |
| 2029 | $598,000 |
| 2030 | $625,000 |
| 2031 | $653,000 |
| 2032 | $683,000 |
| 2033 | $714,000 |
| 2034 | $747,000 |
| 2035 | $780,000 |
| 2036 | $816,000 |
| 2037 | $853,000 |
| 2038* | $892,000 |
______________
* Final Maturity
The installments of principal of the Bond, as they fall due, and interest on the Bond shall be payable by check of the Paying Agent or the Issuer mailed to the Owner (determined as of the close of business on the Record Date) at the address shown on the Bond Register or, in the discretion of the Paying Agent, by wire from the Paying Agent or the Issuer delivered to the Owner (determined as of the close of business on the Record Date) in accordance with wiring instructions provided by the Owner, provided, however, that principal of the Bond at final maturity shall be payable at the designated office of the Paying Agent upon presentation and surrender thereof. Each Bond delivered under this Ordinance upon transfer of, in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond a bond of registration, substantially in the form provided in this Ordinance, executed by the Paying Agent by manual signature.
SECTION 3. Prepayment Provisions. The outstanding principal of the Bonds shall be subject to prepayment by the Issuer, in full or in part, at any time on or after June 1, 2028, at the principal amount thereof being prepaid and accrued interest thereon to the date fixed for prepayment.
Official notice of such prepayment shall be given by means of first-class mail, postage prepaid, or via accepted means of electronic communication, not less than five (5) days prior to the prepayment date addressed to the Owner of each Bond to be prepaid at his address as shown on the Bond Register. In the event a portion of the Bonds are to be prepaid, such Bonds shall be surrendered to the Paying Agent, who shall note the date and amount of such prepayment in the space provided therefor on the Bonds.
SECTION 4. Registration and Transfer. The Issuer shall cause the Bond Register to be kept by the Paying Agent. The Bonds may be transferred, registered and assigned only on the Bond Register, which such registration shall be at the expense of the Issuer, and only by the execution of an assignment form on the Bonds being transferred. A new Bond or Bonds, may, upon request, be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bond or Bonds after receipt of the Bond(s) to be transferred in proper form. Such new Bond or Bonds shall be in an authorized denomination of the same maturity and like principal. The Paying Agent shall not be required to issue, register the transfer of, or exchange any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date.
SECTION 5. Form of Bond. The Bonds and the endorsements to appear thereon shall be in substantially the form attached hereto as Exhibit A.
SECTION 6. Execution of the Bond. The Bonds shall be signed by the Executive Officers for, on behalf of, in the name of and under the corporate seal of the Issuer, which signatures and corporate seal may be either manual or facsimile.
SECTION 7. [Reserved].
SECTION 8. Fidelity Bonds for Officers and Employees. So long as any of the Bonds are outstanding and unpaid, the Issuer shall require all of its officers and employees who may be in a position of authority or in possession of money derived from the collection of the Tax, to obtain or be covered by a blanket fidelity or faithful performance bond, or independent fidelity bonds written by a responsible indemnity company in amounts adequate to protect the Issuer from loss.
SECTION 9. Pledge of Sales Tax Revenues. The Bonds shall be secured by and payable in principal and interest solely from an irrevocable pledge and dedication of the Net Revenues of the Tax. The Net Revenues of the Tax are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for the payment of the Bonds, in principal and interest, as they shall respectively become due and payable, and for the other purposes hereinafter set forth in this Ordinance. In compliance with the Tax Ordinance, all of the Net Revenues of the Tax shall be set aside as herein provided and shall be and remain for the security and payment of the Bonds in principal and interest and for all other payments provided for in this Ordinance until the Bonds shall have been fully paid and discharged.
SECTION 10. Flow of Funds. In order that the principal of and the interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows:
- In compliance with the Tax Ordinance, all of the Net Revenues of the Tax shall continue to be deposited daily as the same may be collected in the separate and special bank account maintained with the regularly designated fiscal agent of the Issuer, hereby designated for purposes of the Bonds as the “2023 Sales Tax Fund” (the “Sales Tax Fund”). The Sales Tax Fund constitutes a dedicated fund of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the payment of the Bonds and the purposes designated in the proposition authorizing the levy of the Tax.
- Out of the funds on deposit in the Sales Tax Fund, the Issuer shall first pay all reasonable and necessary costs and expenses of collecting and administering the Tax. After payment of such expenses, the remaining balance of the proceeds of the Tax shall be used in the following order of priority and for the following express purposes:
- (a) The establishment and maintenance of a “2023 Sales Tax Bond Sinking Fund” (hereinafter called the “Sinking Fund”) with the Paying Agent, sufficient in amount to pay promptly and fully the principal of and the interest on the Bonds herein authorized, including any Additional Parity Bonds issued hereafter, as they severally become due and payable, by transferring from the Sales Tax Fund to the Paying Agent, monthly in advance on or before the 20th day of each month of each year, a sum equal to one-sixth (1/6) of the total interest falling due on the next Interest Payment Date and one-twelfth (1/12) of the total principal falling due on the next principal payment date, together with such additional proportionate sum as may be required to pay said principal and interest as the same respectively become due. The Paying Agent shall transfer from the Sinking Fund to the paying agent bank or banks for all bonds payable from the Sinking Fund, at least one (1) day in advance of the date on which payment of principal or interest falls due, funds fully sufficient to pay promptly the principal and interest so falling due on such date.
- (b) Any required payment into a debt service reserve fund for Additional Parity Bonds. No debt service reserve fund is required by the Lender, and accordingly none is being established in connection with the issuance of the Bonds. A debt service reserve fund may be established in connection with the issuance of Additional Parity Bonds, provided that, if the ordinance providing for the issuance of any Additional Parity Bonds provides for deposits into a debt service reserve fund that is established for the purpose of securing the debt service payments of such Additional Parity Bonds, the required payments into said debt service reserve fund shall be considered principal and interest requirements of such Additional Parity Bonds for the parity calculation set forth in Section 11.
- All or any part of the moneys in the Sales Tax Fund and the Sinking Fund shall, at the written request of the Issuer, be invested in Qualified Investments. All income derived from such Qualified Investments shall be added to the Sales Tax Fund, and such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which the Sales Tax Fund was created.
- All moneys remaining in the Sales Tax Fund on the 20th day of each month in excess of (i) all reasonable and necessary costs and expenses of collecting and administering the Tax, and (ii) after making the payments required by Subsection (2) of this Section (including payments for prior months during which the required payments may not have been made), shall be considered as surplus. Such surplus may be used by the Issuer for any of the purposes for which the Tax is authorized or for the purpose of retiring Bonds in advance of their maturities, either by purchase of Bonds then outstanding at prices not greater than the then redemption prices of said Bonds, or by redeeming such Bonds at the prices and in the manner set forth in this Ordinance.
- The Sales Tax Fund and the Sinking Fund provided for in this Section shall all be and constitute trust funds for the purposes and to the extent provided in this Ordinance, and the Owners of Bonds issued pursuant to this Ordinance are granted a lien on all such funds until applied in the manner provided herein. The moneys in such funds shall at all times be secured to the full extent thereof by the bank or trust company holding such funds in the manner required by the laws of the State of Louisiana.
SECTION 11. Additional Parity Bonds. All of the Bonds shall enjoy complete parity of lien on the Net Revenues of the Tax despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The Issuer further covenants that it will issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the Net Revenues of the Tax having priority over or parity with the Bonds, except that Additional Parity Bonds may hereafter be issued on a parity with the Bonds, under either of the following conditions:
- The Bonds herein authorized or any part thereof, including the interest thereon, may be refunded, and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the Bonds which is not refunded, if there be any, and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds refunded; provided, however, that if only a portion of the Bonds Outstanding is so refunded and the refunding bonds require total principal and interest payments during any year in excess of the principal and interest which would have been required in such year to pay the Bonds refunded thereby, then such Bonds may not be refunded without the consent of the Owners of the unrefunded portion of the Bonds issued hereunder and any outstanding Additional Parity Bonds (provided such consent shall not be required if such refunding bonds meet the requirements set forth in clause (2) of this Section).
- Additional bonds may be issued on and enjoy a full and complete parity with the Bonds with respect to the Tax, provided that the combined principal and interest requirements for any calendar year on the Bonds and the said additional bonds may not exceed 75% of the revenues estimated to be realized from the levy of the Tax in the year in which such additional bonds are issued; it being provided, however, that the proceeds of said additional bonds are to be expended only for the purposes for which the Tax is authorized.
- SECTION 12. Issuer Obligated to Continue to Collect Tax. The Issuer recognizes that the Governing Authority of the Issuer is bound under the terms and provisions of law, to levy, impose, enforce and collect the Tax and to provide for all reasonable and necessary rules, regulations, procedures and penalties in connection therewith, including the proper application of the proceeds of the Tax, until all of the Bonds have been retired as to both principal and interest. Nothing herein contained shall be construed to prevent the Issuer from altering, amending or repealing from time to time as may be necessary the ordinance adopted providing for the levying, imposition, enforcement and collection of the Tax or any subsequent ordinance providing therefor, said a
