The firm specializes in all phases of public finance. We have extensive experience representing local governments as bond counsel and investment-bankers as underwriter’s counsel. We can also serve as special counsel to the local issuer or to the trustee bank.

The traditional method for state and local governments to finance capital improvements is through the issuance of the tax-exempt bonds. The owner of tax-exempt bonds does not pay federal income tax on the interest income so the bonds always bear interest at the lowest market rate. Typical projects include streets and roads, governmental buildings, civic centers, recreational facilities, fire and police facilities, emergency medical facilities, drainage systems, water and sewer systems, educational facilities, computer systems, school buses and school furnishings, etc.

• General Obligation Bonds (require a vote of the electorate)
• Revenue Bonds payable from specific sources of revenue derived from the Project (no election but a notice of intention requirement)
• Certificates of Indebtedness (no election; payable from excess revenues; 10 year maturity limitation)
• Sales Tax Bonds (new sales tax or renewal requires an election).
• Revenue Anticipation Notes (to finance operating expenses due to seasonal fluctuations in property tax collections)
• Louisiana Local Government Environmental Facilities and Community Development Authority (statewide political subdivision with statutory power to loan money to local governments repayable on flexible terms using the borrower’s “Lawfully Available Funds”)

You may go to the following links to access sample preliminary resolutions:

1. Certificates of Indebtedness
2. Sales Tax Bonds
3. Louisiana Local Government Environmental Facilities and Community Development Authority Revenue Bonds

Non-profit hospitals and universities also finance their improvements through the use of tax-exempt bonds called “qualified 501(c)(3) bonds”. There are also certain categories of “exempt facility bonds” such as docks and wharfs, airport facilities, water and sewer facilities, solid waste facilities and multifamily housing facilities that can be financed on a tax exempt basis. Be aware there are from time to time refinancing opportunities to obtain lower interest rates and debt service payments.

a) Certificates of Indebtedness

The following Resolution was offered by and seconded by .

RESOLUTION NO. _______

A PRELIMINARY RESOLUTION AUTHORIZING __________________ (THE "ISSUER") TO INCUR DEBT AND TO ISSUE NOT TO EXCEED $_____ AGGREGATE PRINCIPAL AMOUNT OF CERTIFICATES OF INDEBTEDNESS, SERIES _____; MAKING APPLICATION TO THE STATE BOND COMMISSION; AND OTHERWISE PROVIDING WITH RESPECT THERETO.

WHEREAS, the _____ (the "Issuer") is a municipality and a political subdivision of the State of Louisiana (the "State"); and

WHEREAS, the General Fund Budget for the Issuer for the fiscal year ending _____ ___, 20__, shows surplus moneys sufficient to meet the maximum principal and interest requirements in any future year on the Certificates of Indebtedness authorized herein;

WHEREAS, the Issuer desires to dedicate a portion of its excess revenues to finance the _____ (the “Project”); and

WHEREAS, LSA-RS 33:2925 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), authorizes the Issuer to issue certificates of indebtedness covering its cost of public improvements, title to which will be in the public; and

WHEREAS, in order to finance its portion of the cost of the Project, the Issuer now desires to authorize the incurrence of debt and the issuance of its Certificates of Indebtedness, Series _____ (the "Certificates"), in the manner authorized and provided for by the Act for the purpose of (i) financing its the cost of the Project and (ii) paying costs of the issuance of the Certificates; and

WHEREAS, in connection with the issuance of the Certificates, the Issuer desires to authorize the filing of an application with the Louisiana State Bond Commission (the "Commission") requesting that the Commission approve the issuance and sale of the Certificates in accordance with the Act; and

WHEREAS, in connection with authorizing the issuance of the Certificates, the Issuer desires to employ Bond Counsel;

NOW, THEREFORE:

BE IT RESOLVED by the [Mayor and City Council/Board of Aldermen] (the "Governing Authority"), acting as governing authority of the Issuer, that:

SECTION 1. For the purpose of providing funds to (i) finance the cost of the Project and (ii) pay the costs of issuance of the Certificates, this Governing Authority hereby gives preliminary approval to the issuance of not to exceed $_____ of its Certificates of Indebtedness, Series _____.

SECTION 2. The Certificates shall be secured by and payable solely from an irrevocable pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual changes in each Fiscal Year during which the Certificates are outstanding and any other legally available excess revenues of the Issuer. The Certificates shall bear interest at a fixed rate not to exceed _____ (_____%) percent per annum maturing over a period not to exceed _____ years from the date thereof. The Certificates shall be issued under the authority of the Act and other constitutional and statutory authority supplemental thereto. The acceptance of an offer for sale of the Certificates and the further details of the Certificates shall be established by an ordinance to be adopted by this Governing Authority.

SECTION 3. This Resolution shall be published immediately after its adoption in one (1) issue of _____, a daily newspaper published in the City of _____, Louisiana, being the official journal of the Issuer, and, as provided by the Act, for a period of thirty (30) days from the date of publication of this Resolution, any person interested may test the legality of this Resolution and the validity of the Certificates, after which time no one shall have any cause to contest the regularity, formality or legality of this Resolution and the validity of the Certificates, after which time no one shall have any cause to contest the regularity, formality or legality of this Resolution or to draw in question the legality of the Certificates for any cause whatsoever. If no suit, action or proceeding is begun contesting the validity of the issuance of the Certificates within the prescribed thirty (30) days, the authority to issue the Certificates and to provide for the payment thereof, and all of the provisions of this Resolution authorizing the issuance of the Certificates shall be conclusively presumed, and no court shall have the authority to inquire into such matters.

SECTION 4. It is hereby recognized, found and determined that a real necessity exists for the employment of Bond Counsel in connection with the issuance of the Certificates, and accordingly, the firm of Crawford Lewis, P.L.L.C., Baton Rouge, Louisiana, as Bond Counsel ("Bond Counsel"), is hereby employed to do and to perform comprehensive, legal and coordinate professional work with respect to the issuance and sale of the Certificates. Bond Counsel shall (i) prepare and submit to the Issuer for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of the Certificates, (ii) counsel and advise the Issuer with respect to the issuance and sale of the Certificates and (iii) furnish their opinion with respect to the legality of the issuance thereof. The fee to be paid Bond Counsel shall be an amount not to exceed that allowed by the Attorney General's then current Bond Counsel Fee Schedule and other guidelines for comprehensive, legal and coordinate professional work in the issuance of revenue bonds applied to the actual aggregate principal amount issued, sold, delivered and paid for at the time the Certificates are delivered, together with reimbursement of out-of-pocket expenses incurred in advance in connection with the issuance of the Certificates, said fee to be payable out of proceeds of the Certificates or other funds provided by the Issuer, subject to the Attorney General's written approval of said employment and fee to be paid with the Certificate proceeds or other funds. The fee to be paid Bond Counsel is payable contingent on the sale and delivery of the Certificates. 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 of Bond counsel and of the fees to be paid Bond Counsel herein designated.

SECTION 5. The Governing Authority hereby authorizes and directs Bond Counsel to proceed with the preparation of all necessary and appropriate financing documents and to file preliminary drafts of said financing documents with the Commission in accordance with its Rules.

SECTION 6. Application is hereby formally made by the Issuer to the Louisiana State Bond Commission for consent and authority to issue, sell and deliver the Certificates.

SECTION 7. The Mayor and/or the Clerk of the Issuer are hereby authorized to do all things necessary, on the advice of the Bond Counsel to the Issuer, to effectuate and implement this Resolution, including the publication hereof as required by the Act.

SECTION 8. This Resolution shall become effective immediately upon adoption hereof.

The Resolution having come to a vote:

YEAS:

NAYS:

ABSTAIN:

ABSENT:

ADOPTED THIS _____ day of _____ 20___, in __________, Louisiana.

b)Sales Tax Resolution

The following resolution was offered by ___________________and seconded by ___________________:

RESOLUTION

A RESOLUTION GRANTING AUTHORITY TO TAKE PRELIMINARY ACTION RELATIVE TO THE ISSUANCE, SALE AND DELIVERY OF NOT EXCEEDING $_____ OF PUBLIC IMPROVEMENT REVENUE BONDS, SERIES ST-20__ (SALES TAX _____), OF THE _____, LOUISIANA, ALL IN THE MANNER PROVIDED FOR BY SUB-PART F, PART III, CHAPTER 4 OF TITLE 39 OF THE LOUISIANA REVISED STATUTES OF 1950, AS AMENDED, AND OTHER CONSTITUTIONAL AND STATUTORY AUTHORITY SUPPLEMENTAL THERETO; MAKING APPLICATION TO THE STATE BOND COMMISSION FOR APPROVAL; PROVIDING FOR THE EMPLOYMENT OF BOND COUNSEL; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH

WHEREAS, pursuant to the provisions of Sub-part F, Part III, Chapter 4 of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act") and other constitutional and statutory authority, the __________, Louisiana (the "Issuer") governed by the _____ (the "Governing Authority") desires to issue not exceeding _________ Dollars ($_____) Public Improvement Revenue Bonds, Series ST-20__ (Sales Tax _____) (the "Bonds"), to be payable from the ______'s _________ sales and use tax approved at a special election held in the _____ on _____ ___, 20__ (the “Tax”); and

WHEREAS, the proceeds of the Bonds will be used to finance the costs of the _________________________ (the “Project”) located in the jurisdiction of the Issuer; and

WHEREAS, the Governing Authority desires to make formal application to the State Bond Commission for approval of the Bonds, and further to employ bond counsel in connection therewith;

NOW, THEREFORE, BE IT RESOLVED by the _____, Louisiana, acting as governing authority of said Issuer, that:

SECTION 1. There is hereby preliminarily authorized subject to further action of the Issuer, and application be and the same is hereby formally made to the State Bond Commission for consent and authority for the Issuer to issue, sell and deliver not exceeding $_____ of Public Improvement Revenue Bonds, Series ST-_____ (Sales Tax _____) (the "Bonds"), in one or more series, to bear interest at a rate or rates not exceeding _____ percent (_____%) per annum, to mature over a period not exceeding _____ years, and to be sold at a price not less than the par value thereof, all in the manner provided for in the Act, and other constitutional and statutory authority supplemental thereto, for the purpose of financing the Project and paying the costs of issuance of the Bonds, which Bonds shall be payable from and secured by an irrevocable pledge and dedication of the avails or proceeds of the Issuer's _____ sales and use tax now being levied and collected under the authority of Article VI, Section 29 of the Louisiana Constitution of 1974, and pursuant to an election held on _____ ___, ____.

SECTION 2. A certified copy of this resolution shall be forwarded to said State Bond Commission by bond counsel, defined below, together with a letter requesting the prompt consideration and approval of this application.

SECTION 3. This resolution shall be published as soon as possible in the official journal of the Issuer or in a newspaper of general circulation within the Issuer. For a period of thirty (30) days from the date of such publication, any person in interest may contest the legality of this resolution, any provision of the Bonds to be issued pursuant hereto, and the provisions made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds. After said thirty (30) days, no person may contest the regularity, formality, legality or effectiveness of this resolution, any provisions of the Bonds to be issued pursuant hereto, the provisions for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatsoever. Thereafter, it shall be conclusively presumed that the Bonds are legal and that every legal requirement for the issuance of the Bonds has been complied with. No court shall have authority to inquire into any of these matters after said thirty (30) days.

SECTION 4. It is hereby recognized, found and determined that a real necessity exists for the employment of bond counsel in connection with the issuance of the Bonds, and accordingly, the firm of Crawford Lewis, P.L.L.C., Baton Rouge, Louisiana, as bond counsel, are hereby employed as bond counsel to do and perform comprehensive legal and coordinate professional work with respect to the issuance of the Bonds. Said bond counsel shall prepare and submit to this Governing Authority for adoption of all the proceedings incidental to the authorization, issuance, sale and delivery of the Bonds, shall counsel and advise this Governing Authority as to the issuance and sale of the Bonds, shall take all steps in their opinion necessary or desirable relative to the sale of the Bonds and shall furnish their opinion covering the legality of the issuance thereof. The fee of bond counsel in connection with the issuance of the Bonds is hereby fixed at a sum not exceeding the maximum fee allowed by the Attorney General's fee schedule for comprehensive, legal and coordinate professional work in the issuance of revenue bonds, based on the amount of the Bonds actually issued, sold, delivered and paid for, plus "out-of-pocket" expenses, said fee to be contingent upon the issuance, sale and delivery of the Bonds. That pursuant to instructions from this Governing Authority, said bond counsel shall also assist in the preparation of a preliminary and final official statement containing detailed comprehensive financial and statistical data required with respect to the sale of the Bonds and the costs of the preparation and printing of such official statement shall be paid from the proceeds of the issue for which it has been prepared.

SECTION 5. Prior to the delivery of the Bonds, the Issuer anticipates that it may pay a portion of the costs of the Project from the General Fund. The Project includes specifically _____ in the _____ within the jurisdiction of the Issuer. Upon the issuance of the Bonds, the Issuer reasonably expects to reimburse any such expenditures of other available funds from a portion of the proceeds of the Bonds. Any such allocation of proceeds of the Bonds for reimbursement will be with respect to capital expenditures (as defined in Reg. 1.150-1(b)) and will be made upon the delivery of the Bonds and not later than one year after the later of (i) the date such expenditure was paid or (ii) the date on which the Project was placed in service. This Section is intended to be a declaration of official intent within the meaning of Reg. 1.150-2.

SECTION 6. The [appropriate officials] of the Issuer are hereby authorized to do all things necessary, on the advice of bond counsel to the Issuer, to effectuate and implement this Resolution, including the publication and recordation hereof as required by the Act.

SECTION 7. This Resolution shall become effective immediately upon adoption hereof.

SECTION 8. All other resolutions or parts of resolutions in conflict herewith are hereby repealed.

This resolution having been submitted to a vote, the vote thereon was as follows:

YEAS:

NAYS:

ABSENT:

And the resolution as declared adopted on this, the _____ day of _____, 20__.

Clerk Chairman

PARISH OF ____________________

I, the undersigned [Clerk/Secretary] of the _____, Louisiana the "Issuer") do hereby certify that the foregoing constitutes a true and correct copy of a resolution adopted by the Issuer on _____ ___, 20__, authorizing the Issuer to incur debt and issue not to exceed $_____ aggregate principal amount of Bonds; providing for the employment of Bond Counsel; making application to the State Bond Commission; and otherwise providing with respect thereto; which resolution was duly adopted by the _____, acting as governing authority of the Issuer, at a meeting duly called, noticed and held and at which meeting a quorum was present and voting.

I further certify that said Resolution has not been amended or rescinded and is in full force and effect.

IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Issuer on this ____ day of ________________, 20_

c)Louisiana Local Government Environmental Facilities and Community Development Authority – Government Resolution (Preliminary)

The following resolution was offered by ________________________________ and seconded by _______________________________:

RESOLUTION

ARESOLUTION AUTHORIZING THE ISSUANCE OF REVENUE BONDS TO FINANCE, acquire, own, construct and equip a _______________, ON BEHALF OF _________________, STATE OF LOUISIANA; AND PROVIDING FOR OTHER MATTERS IN CONNECTION WITH THE FOREGOING.

WHEREAS, it is the purpose of the Louisiana Local Government Environmental Facilities and Community Development Authority (the “Issuer”) to encourage public infrastructure, economic development and public works of all types, and to assist political subdivisions in constructing public works and in financing and refinancing the construction of public infrastructure and public works; and

WHEREAS, in order to finance the construction by political subdivisions of public infrastructure and public works of all types, the Issuer is authorized to issue bonds and loan the proceeds thereof to political subdivisions who are members of the Issuer for such purposes, under authority of Chapter 10-D of Title 33 of the Louisiana Revised Statutes of 1950, as amended (the “Act”), and other constitutional and statutory authority; and

WHEREAS, the ___________, State of Louisiana, a political subdivision duly organized and validly existing under the laws of the State of Louisiana (the “Borrower”) has become a member of the Issuer according to the Act and proposes to finance, acquire, own, construct and equip a convention center hotel (the “Project”); and

WHEREAS, the Issuer desires to fund the Project on behalf of the Borrower by the issuance of its not to exceed $_______________ Revenue Bonds (__________________Project) in one or more series (the “Bonds”); and

WHEREAS, it is the desire of the Executive Committee of the Board of Directors of the Issuer to apply for approval of the issuance of the Bonds to the State Bond Commission; and

WHEREAS, United States Treasury Regulations (the “Regulations”) require that the Issuer of tax exempt bonds adopt an “official intent” towards the issuance of such bonds within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”) and the Regulations promulgated thereunder before reimbursing the Borrower for any prior or subsequent expenditures in connection with the Project from the proceeds of the hereinafter defined Bonds in accordance with the provisions of the Code and Regulations promulgated thereunder for such reimbursement to be deemed an expenditure of bond proceeds.

NOW, THEREFORE, BE IT RESOLVED by the Executive Committee of the Board of Directors of Louisiana Local Government Environmental Facilities and Community Development Authority, acting as the governing authority of said Louisiana Local Government Environmental Facilities and Community Development Authority, that:

SECTION 1. Pursuant to the authority of the Act, the project consisting of _____________________________________________________________________ (the “Project”), is hereby approved and the financing of the cost of the improvements, funding a reserve fund, if necessary, and paying costs of issuance therefor by the Louisiana Local Government Environmental Facilities and Community Development Authority (the “Issuer”) through the issuance of its revenue bonds pursuant to the Act is hereby approved, such bonds to be in an aggregate amount not to exceed $___________ to be designated Revenue Bonds (__________________________ Project) in one or more series (the “Bonds”) to mature not later than ___ years from their date of issuance and if issued as variable rate bonds will bear interest at a variable rate not to exceed ____% per annum and if issued as fixed rate bonds will bear interest at a fixed rate not to exceed ____%. The Bonds will be issued pursuant hereto and pursuant to a bond resolution, indenture and loan agreement to be presented at a later meeting.

SECTION 2. The Chairman or Vice Chairman, Secretary/Treasurer and/or Assistant Secretary of the Issuer are authorized and empowered to take any and all further action to sign any and all documents, instruments and writings as may be necessary to carry out the purposes of this Resolution and to file, on behalf of the Issuer, with any governmental board or entity having jurisdiction over the Project, such applications or requests for approval thereof as may be required by law, including an application to the State Bond Commission for approval of the financing.

SECTION 3. This Resolution is an adoption of an official intent of the Issuer acting by and through the Board of Directors toward the issuance of its Bonds as contemplated herein in accordance with the laws of the State and the United States Treasury Regulations, Section 1.150-2(e). The Bonds are not expected to exceed an aggregate principal amount of $_______________. Reimbursement of expenditures of the Borrower from proceeds of the Bonds, if any, will be for reimbursement of expenditures from the Borrower general fund.

SECTION 4. It is recognized, found and determined that a real necessity exists for the employment of bond counsel in connection with the issuance of the Bonds and, accordingly, the firm of Crawford Lewis, P.L.L.C., Baton Rouge, Louisiana, is hereby employed as bond counsel to the Issuer to do and to perform comprehensive, legal and coordinate professional work with respect to the issuance and sale of the Bonds. Bond counsel shall (i) prepare and submit to the Issuer for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of the Bonds; (ii) counsel and advise the Issuer with respect to the issuance and sale of the Bonds; and (iii) furnish their opinion covering the legality of the issuance thereof. The fees to be paid Bond Counsel shall be an amount less than the Attorney General’s then current Bond Counsel Fee Schedule as negotiated and other guidelines for comprehensive, legal and coordinate professional work in the issuance of revenue bonds applied to the actual aggregate principal amount issued, sold, delivered and paid for at the time the Bonds are delivered, together with reimbursement of out-of-pocket expenses incurred and advanced in connection with the issuance of the Bonds, said fee to be payable out of an administrative fee charged or fund established by the Issuer for costs related to the issuance of the Bonds, subject to the Attorney General’s written approval of said employment and fee.

SECTION 5. It is recognized and agreed that a real necessity exists for the employment of special counsel to serve as Issuer counsel to the Authority to supervise the issuance of the Bonds and accordingly, ________________________, ____________, Louisiana, is hereby employed for such purposes. The fee to be paid for such services shall be an amount computed at an hourly rate to be negotiated not to exceed the Attorney General’s current Hourly Fee Schedule, together with reimbursement of out-of-pocket expenses incurred and advanced in connection with the issuance of the Bonds, and shall be payable by the Issuer from the proceeds of the Bonds.

SECTION 6. That this resolution shall be published in The Advocate, a newspaper published in Baton Rouge, Louisiana, and that, as provided by the Act, for a period of thirty (30) days from the date of such publication, any person in interest may contest the legality of this resolution and the Bonds to be issued pursuant hereto and the provisions securing the Bonds. After the said thirty days, no person may have any right of action to contest the validity of the Bonds or the provisions of this resolution, and all of the Bonds shall be conclusively presumed legal, and no court shall thereafter have authority to inquire into such matters.

The Resolution having been submitted to a vote, the vote thereon was as follows:

This Resolution having been submitted to a vote, the vote thereon was as follows:

 And the Resolution was declared adopted on this, the ______th day of ________, 20___.

Secretary/Treasurer Chairman

PARISH OF EAST BATON ROUGE

I, the undersigned Secretary/Treasurer of Louisiana Local Government Environmental Facilities and Community Development Authority, do hereby certify that the foregoing ______ (___) pages constitute a true and correct copy of the proceedings taken by the Board of Directors of the Issuer on _________________, 20____, authorizing the Chairman or Vice Chairman and Secretary/Treasurer of Louisiana Local Government Environmental Facilities and Community Development Authority to execute a preliminary agreement between and Louisiana Local Government Environmental Facilities and Community Development Authority and ________________, State of Louisiana authorizing the issuance of revenue bonds to finance certain facilities and providing for other matters in connection with the foregoing.

IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Issuer on this, the ___th day of ________________, 20____.

Back to Top