2014-0377
INTRODUCED BY: V.J. ST. PIERRE, JR., PARISH PRESIDENT
(BOND COUNSEL)
RESOLUTION NO.
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A resolution giving preliminary approval to the issuance of not to exceed Twenty-Seven Million Dollars ($27,000,000) aggregate principal amount of Water Revenue Refunding Bonds of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, State of Louisiana (the "Issuer"), for the purpose of refinancing outstanding debt of the Issuer; providing certain terms of said bonds; making application to the State Bond Commission for approval of said Bonds; hiring professionals in connection therewith; and providing for other matters in connection therewith.
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WHEREAS, pursuant to the provisions of Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, State of Louisiana (the "Issuer"), has heretofore issued Water Revenue Bonds, Series 2007A (the "Series 2007A Bonds"), of which $23,975,000 is outstanding; and,
WHEREAS, in order to provide debt service savings, the Issuer desires to refund the callable maturities of the Series 2007A Bonds (the "Refunded Bonds"), pursuant to the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (the "Act"), through the issuance of its refunding bonds; and,
WHEREAS, pursuant to the Act, and subject to the approval of the State Bond Commission, the Issuer desires to accomplish the refunding through the issuance of not exceeding $27,000,000 of its Water Revenue Refunding Bonds (the "Refunding Bonds"), to be payable, equally with the Series 2007B Bonds (the "Outstanding Parity Bonds") by an irrevocable pledge and dedication from the income and revenues derived or to be derived from the operation of the Issuer's combined waterworks plants and systems as a single revenue producing public utility (the "Water System"), after provisions have been made for payment therefrom of the reasonable expenses of administration, operation and maintenance of the Water System; and,
WHEREAS, upon the issuance of the Refunding Bonds, the Issuer will have no outstanding bonds or other obligations of any kind or nature payable from or enjoying a lien on the revenues of the Water System pledged, EXCEPT the unrefunded Series 2007A Bonds and its Water Revenue Refunding Bonds, Series 2007B; and,
WHEREAS, the Issuer desires to make formal application to the State Bond Commission for approval of the Refunding Bonds and further to employ professionals in connection therewith.
NOW, THEREFORE, BE IT RESOLVED by the St. Charles Parish Council (the "Governing Authority"), acting as the governing authority of the Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, State of Louisiana (the "Issuer"), that:
SECTION 1. Preliminary Approval of Refunding Bonds. Preliminary approval is given to the issuance, in one or more series, of not exceeding $27,000,000 of Water Revenue Refunding Bonds of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, State of Louisiana (the "Refunding Bonds"), to be issued for the purpose of refunding the Refunded Bonds, said Refunding Bonds to be payable by an irrevocable pledge and dedication from the income and revenues derived or to be derived from the operation of the Issuer's combined waterworks plants and systems as a single revenue producing public utility (the "Water System"), after provisions have been made for payment therefrom of the reasonable expenses of administration, operation and maintenance of the Water System. The Refunding Bonds shall bear interest at a rate or rates not to exceed six percent (6%) per annum, to be determined by subsequent ordinance of this Governing Authority at the time of the sale of the Refunding Bonds, and shall mature no later than July 1, 2036. The Refunding Bonds shall be issued in fully registered form and shall be sold and have such additional terms and provisions as may be determined by this Governing Authority in a subsequent ordinance.
SECTION 2. 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 Refunding 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 Refunding 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 Refunding 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 Refunding 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 such series of revenue bonds and based on the amount of said Refunding 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 Parish President is hereby authorized and directed to execute, and this Governing Authority hereby agrees to and accepts the terms of, the engagement letter in the form presented at this meeting. 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 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 3. Municipal Advisor. The Issuer hereby retains Raymond James and Associates, Inc., of New Orleans, Louisiana, to act as its Municipal Advisor ("MA") pursuant to the provisions of the 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 Refunding Bonds. The fee to be paid the MA shall be payable solely from the proceeds of the Refunding 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 the contract with the MA in the form presented at this meeting.
SECTION 4. Appointment of Investment Banker/Underwriter. Stephens Inc., of Baton Rouge, Louisiana, is hereby appointed as investment banker/underwriter in connection with the Refunding Bonds, any compensation to be subsequently approved by the Issuer and to be paid from the proceeds of the Refunding Bonds and contingent upon the issuance of the Refunding Bonds; provided that no compensation shall be due to said investment banker/underwriter unless the Refunding Bonds are sold and delivered.
SECTION 5. State Bond Commission. Application is hereby made to the State Bond Commission, Baton Rouge, Louisiana, for approval of the issuance and sale of the Refunding Bonds and for consent and authority to proceed with the issuance and sale of the Refunding 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/issuer's application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission's 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.
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was declared adopted on this, the 17th day of November, 2014.
CHAIRMAN:
SECRETARY:
DLVD/PARISH PRESIDENT:
APPROVED: DISAPPROVED:
PARISH PRESIDENT:
RETD/SECRETARY:
AT: RECD BY:
STATE OF LOUISIANA
PARISH OF ST. CHARLES
I, the undersigned Secretary of the St. Charles Parish Council (the "Governing Authority"), the governing authority of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, State of Louisiana (the "Issuer"), do hereby certify that the foregoing pages constitute a true and correct copy of a resolution adopted by said Governing Authority on November 17, 2014, giving preliminary approval to the issuance of not to exceed Twenty-Seven Million Dollars ($27,000,000) aggregate principal amount of Water Revenue Refunding Bonds of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, State of Louisiana (the "Issuer"), for the purpose of refinancing outstanding debt of the Issuer; providing certain terms of said bonds; making application to the State Bond Commission for approval of said Bonds; hiring professionals in connection therewith; and providing for other matters in connection therewith.
IN FAITH WHEREOF, witness my official signature of the Issuer on this, the 17th day of November, 2014.
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Secretary