Ju-10

Starks, Louisiana
June 9, 2021
The Board of Commissioners, governing authority of Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana, met in regular session at 4352 Highway 12, Starks, Louisiana, at 6:30 o’clock p.m. on Wednesday, June 9, 2021 with the following members present:
Brian Corbello, Greg Gillis, Jeremy Istre, George Miller, Ruth Sparks
ABSENT: None
Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Corbello and seconded by Mr. Istre, was adopted by the following vote:
YEAS: Mr. Corbello, Mr. Gillis, Mr. Istre, Mr. Miller, Mr. Sparks
NAYS: None
BOND RESOLUTION
A RESOLUTION AUTHORIZING THE PREPARATION AND DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT AND THE OFFICIAL STATEMENT AND AUTHORIZING THE FORM OF AND EXECUTION OF THE BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF TWO MILLION THREE HUNDRED SEVENTY AND NO/100 ($2,370,000) DOLLARS WATER REVENUE REFUNDING BONDS OF WATERWORKS DISTRICT NO. FOURTEEN OF WARD FIVE OF CALCASIEU PARISH, STATE OF LOUISIANA, SERIES 2021, PRESCRIBING THE FORM, FIXING THE DETAILS AND PROVIDING FOR THE RIGHTS OF THE OWNERS THEREOF, PROVIDING FOR PAYMENT OF PRINCIPAL OF AND INTEREST ON SUCH BONDS AND APPLICATION OF THE PROCEEDS THEREOF TO REFUNDING OF CERTAIN REVENUE BONDS OF THE ISSUER.
WHEREAS, Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana (the “Issuer”) is a duly created and validly existing body corporate and politic and public instrumentality of the Parish of Calcasieu, State of Louisiana (the “Parish”), under and pursuant to the provisions of Section 3811 through 3835 of Title 33 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 33:3811, et seq.) and by an ordinance of the Police Jury, governing authority of Calcasieu Parish, Louisiana, adopted on February 23, 1989;
WHEREAS, the Issuer has heretofore issued $3,221,000 of its Water Revenue Bonds, Series 2010, dated March 9, 2010 on original issue, of which approximately $2,194,659 is currently outstanding (the “2010 Outstanding Bonds” or “Refunded Bonds”), which 2010 Outstanding Bonds are secured by and payable from the income, revenues and receipts derived or to be derived from operation of the water and sewer system of the Issuer (the “System”) after provision has been made for payment therefrom of the reasonable and necessary expenses of administering, operating and maintaining the System, all in accordance with Part VII of Chapter 4 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter;
WHEREAS, the Issuer, after examining available data, has found and determined that refunding the Issuer’s Outstanding Bonds and issuing Revenue Refunding Bonds, Series 2021 (the “Bonds”), would be advantageous to the Issuer; and the Issuer is authorized to issue the Bonds pursuant to the provisions of Subpart A of Part II, Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 39:501 et seq.), and other constitutional and statutory authority applicable thereto (the “Act”);
WHEREAS, on February 3, 2020 the Governing Authority (hereafter defined), gave preliminary approval to proceed with refunding the Outstanding Bonds;
WHEREAS, pursuant to the Act, it is now the desire of the Issuer to adopt this Bond Resolution in order to provide for issuance by the Issuer of the Bonds in the principal amount of $2,370,000 for the purpose of currently refunding the Refunded Bonds, to fix the details of the Bonds and to sell the Bonds to the purchasers thereof;
WHEREAS, it is further necessary to provide for application of the proceeds of the Bonds and to provide for other matters in connection with payment or redemption of the Refunded Bonds;
WHEREAS, in connection with issuance of the Bonds, it is necessary that provision be made for payment of the principal, interest and redemption premium, if any, of the Refunded Bonds described in Exhibit A hereto; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners, acting as the governing authority of the Issuer, that:
ARTICLE I
DEFINITIONS AND
INTERPRETATION
SECTION 1.1. Definitions. The following terms together with the terms defined in the Preamble hereto, shall have the following meanings in this Bond Resolution (as defined herein) unless the context otherwise requires:
“Act” shall mean Subpart A of Part II, Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 39:501 et seq.), and other constitutional and statutory authority applicable thereto.
“Bond” or “Bonds” shall mean collectively, the Revenue Refunding Bonds of the Issuer issued pursuant to this Bond Resolution, as the same may be amended from time to time, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued Bond.
“Bondholder,” “Registered Owner,” or “Owner” shall mean the Person reflected as registered owner of any of the Bonds on the registration books maintained by the Paying Agent/Registrar.
“Bond Counsel” shall mean an attorney or firm of attorneys whose experience in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized, initially, Joseph A. Delafield, A Professional Corporation, Lake Charles, Louisiana.
“Bond Proceeds Fund” shall mean the fund by that name created pursuant to Section 2.6 hereof.
“Bond Obligation” shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.
“Bond Resolution” shall mean this resolution authorizing issuance of the Bonds, as further amended and supplemented as herein provided.
“Bond Year” shall mean the twelve month period ending on the principal payment date on the Bonds (December 1).
“Business Day” shall mean a day of the year other than a day on which banks located in New York, New York and the cities in which the principal office of the Paying Agent are located are required or authorized to remain closed and on which the New York Stock Exchange is closed.
“Code” shall mean the Internal Revenue Code of 1986, as amended and the regulations and rulings promulgated thereunder.
“Costs of Issuance” shall mean all items of expense, directly or indirectly payable or reimbursable and related to the authorization, sale and issuance of the Bonds, including but not limited to printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees and disbursements of consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, costs and expenses of refunding, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of Bonds.
“Debt Service” for any period shall mean, as of the date of calculation, an amount equal to the sum of (i) interest payable during such period on Bonds and (ii) the principal amount of Bonds which mature during such period.
“Debt Service Reserve Fund” shall mean the Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana Debt Service Reserve Fund, Series 2021, to be maintained by the Governing Authority’s fiscal agent bank or the Paying Agent, at the option of the Governing Authority.
“Debt Service Reserve Fund Requirement” shall mean a sum equal to the highest combined principal and interest falling due in any succeeding twelve (12) month period on the Bonds, which funds shall be retained solely for the purpose of paying the principal of and interest on the Bonds payable from the Sinking Fund as to which there would otherwise be a default.
“Defeasance Obligations” shall mean (a) cash or (b) non callable Government Securities.
“Executive Officers” shall mean the President and/or Secretary of the Issuer.
“Federal” shall mean the United States of America.
“Fiscal Year” shall mean the one-year period commencing on January 1 of each year, or such other one-year period as may be designated by the Governing Authority as the fiscal year of the Issuer.
“Governing Authority” shall mean the Board of Commissioners of the Issuer, or its successor in function.
“Government Securities” shall mean direct general obligations of, or obligations the timely payment of principal of and interest on which are fully and unconditionally guaranteed by, the United States of America, which may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form.
“Interest Payment Date” shall mean June 1 and December 1 of each year, commencing December 1, 2021.
“Issuer” shall mean Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana.
“Operating Expenses” shall mean the Issuer’s reasonable and necessary current expenses for operation, maintenance, repairs, ordinary restoration of the water and sewer system and meter deposit refunds, and shall include, without limiting the generality of the foregoing, administrative expenses, insurance premiums, legal and engineering expenses, payments to pension, retirement, health and hospitalization funds, any taxes, governmental charges, and any other expenses required to be paid by the Issuer. Operating Expenses shall not include depreciation expense and Debt Service on the Issuer’s Bond Obligation. Operating Expenses shall be reduced by any proceeds received through the levy of a tax for the purpose of operating and maintaining the System.
“Operating Income” shall mean the difference remaining when Operating Expenses are subtracted from Operating Revenues.
“Operating Revenues” shall mean any and all tolls, revenues, rates, fees, charges, rents, fire hydrant rentals, sewer user fees and charges, and other income and receipts, in each case derived by or for the account of the Issuer from ongoing business operations of the Issuer.
“Outstanding” when used with reference to the Bonds, shall mean as of any date, all Bonds theretofore issued under the Bond Resolution, except:
1. Bonds theretofore cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation;
2. Bonds for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent/Registrar or an escrow agent in trust for the owners of such Bonds with the effect specified in Section 11.1 of this Bond Resolution, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to the Bond Resolution, to the satisfaction of the Paying Agent/Registrar, or waived;
3. Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to the Bond Resolution; and
4. Bonds alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in the Bond Resolution or by law.
“Outstanding Bonds” shall collectively mean the Issuer’s outstanding Water Revenue Bonds, Series 2010, dated March 9, 2010.
“Parish” shall mean the Parish of Calcasieu, State of Louisiana.
“Parity Bonds” shall mean any pari passu bonds which may be hereafter issued by the Issuer pursuant to Article VIII hereof on a parity with the Bonds.
“Paying Agent/Registrar” shall mean Hancock Whitney Bank, a Mississippi state banking corporation having a corporate trust office in Baton Rouge, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent/Registrar shall have become such pursuant to the applicable provisions of the Bond Resolution, and thereafter “Paying Agent/Registrar” shall mean such successor Paying Agent/Registrar.
“Person” shall mean any individual, corporation, partnership, joint venture, association joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Pledged Revenues” shall mean Operating Revenues less Operating Expenses.
“Qualified Investments” shall mean (i) cash, (ii) Government Securities, and (iii) time certificates of deposit of state banks organized under the laws of the State and national banks having their principal office in the State which are fully collateralized by government securities as provided by Louisiana law, or any other investment security which may be permitted by Louisiana law.
“Record Date” shall mean, with respect to an Interest Payment Date, the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day.
“Refunded Bonds” shall mean the Issuer’s outstanding Water Revenue Bonds, Series 2010, dated March 9, 2010, being refunded by the Bonds, as more fully described in Exhibit A hereto.
“Security Documents” shall mean the resolution, trust agreement, indenture, ordinance, loan agreement, lease agreement, bond, note, certificate and/or any additional or supplemental document executed in connection with the Bonds.
“State” shall mean the State of Louisiana.
“System” shall mean the revenue producing waterworks system of the Issuer, as now existing and as acquired, constructed, improved and extended or as said system shall hereafter be improved, extended or supplemented from any source whatsoever while any of the Bonds remain outstanding, including, specifically, all properties of every nature owned by the Issuer and used or useful in the operation of the System, including real estate, personal and intangible properties, contracts, franchises and leases.
“Underwriter” shall mean Stifel, Nicolaus & Company, Incorporated, Baton Rouge, Louisiana.
“Water Fund” shall mean the Water Revenue Fund described in Section 4.3 hereof and maintained by the fiscal agent bank of the issuer.
SECTION 1.2. Interpretation. The following rules shall apply to the construction of this Bond Resolution, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders; (c) references to statutes are to be construed to include all statutory provisions consolidating, amending or replacing the statute to which reference is made and all final and temporary regulations promulgated pursuant to such statutes; (d) references to “writing” include printing, photocopy, typing, lithography and other means of reproducing words in a tangible visible form; (e) the words “including,” “includes” and “include” shall be deemed to be followed by the works “without limitation;” (f) references to the introductory paragraph, preliminary statements, articles, sections (subdivisions of sections), exhibits, appendices, annexes or schedules are to those of this Bond Resolution unless otherwise indicates; (g) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent that such amendments and other modifications are permitted or not prohibited by the terms of this Bond Resolution; (h) references to Persons include their respective permitted successors and assigns permitted or not prohibited by the terms of this Bond Resolution; (i) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (j) “or” is not exclusive; (k) provisions apply to successive events and transactions; (l) references to documents or agreements which have been terminated or released or which have expired shall be of no force and effect after such termination, release or expiration; (m) references to mail shall be deemed to refer to first-class mail, postage prepaid, unless another type of mail is specified; (n) all references to time shall be to Central Louisiana time; (o) references to specific persons, positions or officers shall include those who or which succeed to or perform their respective functions, duties or responsibilities referred to in the proceedings pursuant to which the Bonds are being issued; (p) the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof,” and any similar terms refer to this Bond Resolution as a whole and not to any particular article, section or subdivision hereof, and the term “heretofore” means before the date of adoption of this Bond Resolution, the term “now” means at the date of adoption of this Bond Resolution and the term “hereafter” means after the date of adoption of this Bond Resolution; (q) references to payments of principal include any premium payable on the same date; and (c) the title of the offices used in this Bond Resolution shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.
SECTION 1.3. Limitation of Liability. The Bonds Are Limited and Special Obligations of the Issuer, and do not Constitute or Create an Obligation, General or Special, Debt, Liability or Moral Obligation of the State, the Parish or the Issuer, or any Political Subdivision thereof within the meaning of any Constitutional or Statutory Provisions Whatsoever and Neither the Faith or Credit Nor the Taxing Power of the State, the Parish or the Issuer or of any Political Subdivision thereof is Pledged to the Payment of Principal of, Premium, if any, or Interest on the Bonds. The Bonds are Limited and Special Revenue Obligations of the Issuer Payable Solely from the Income, Revenues and Receipts Derived or to be Derived from Payments Made Pursuant to this Bond Resolution and Resolutions and Ordinances Passed by the Issuer.
SECTION 1.4. Remedies. Nothing expressed or implied in this Bond Resolution is intended or shall be construed to confer upon or to give any Person, other than the Issuer, the Paying Agent/Registrar and the Owners of the Bonds, any right, remedy or claim under or by reason of this Bond Resolution or any covenant, agreement, condition or stipulation hereof.
[End of Article I]
ARTICLE II
AUTHORIZATION AND ISSUANCE OF BONDS
SECTION 2.1. Authorization of Bonds.(a) This Bond Resolution creates one series of bonds of the Issuer to be designated “Revenue Refunding Bonds of Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana, Series 2021,” and provides for the full and final payment of the principal or redemption price of, and interest on all the Bonds.
(b) The Bonds issued under this Bond Resolution shall be issued for the purpose of currently refunding and paying the Refunded Bonds in full on date of issuance and delivery of the Bonds.
(c) Provision having been made for payment and redemption of all the Refunded Bonds, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Bond Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Bonds, and that accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the aforesaid Refunded Bonds, and that the Refunded Bonds will be defeased pursuant to the terms of the resolution of the Governing Authority which authorized their issuance, and the Act.
SECTION 2.2. Bond Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Bonds by those who shall own the same from time to time, the provisions of this Bond Resolution shall be a part of the contract of the Issuer with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the Owners from time to time of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, each of which Bonds, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Resolution.
SECTION 2.3.Obligation of Bonds. The Bonds shall be secured by and payable in principal, premium, if any, and interest solely from an irrevocable pledge and dedication of the Pledged Revenues. The Pledged Revenues are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for payment of the Bonds in principal, premium, if any, and interest as they shall respectively become due and payable, and for other purposes hereinafter set forth in this Bond Resolution. All of the Pledged Revenues shall be set aside in a separate fund as hereinafter provided, and shall be and remain pledged for the security and prompt payment of the Bonds, in principal, premium, if any, and interest and for all other payments provided for in this Bond Resolution until such Bonds shall have been fully paid and discharged.
SECTION 2.4. Authorization and Designation. Pursuant to the provisions of the Act, there is hereby authorized issuance of $2,370,000 principal amount of Bonds to be designated “Revenue Refunding Bonds of Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana, Series 2021,” for the purpose of currently refunding the Refunded Bonds. The Bonds shall be in substantially the form set forth in Exhibit B hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Bond Resolution.
SECTION 2.5. Denominations, Dates, Maturities and Interest. The Bonds shall be issued as fully registered term bonds without coupons, and shall be numbered R-l upwards. The Bonds shall be dated the date of delivery, shall mature (subject to prior redemption as hereinafter set forth) on December 1 in the principal amount and shall bear interest from the date thereof, payable on June 1 and December 1 of each year, commencing December 1, 2021, at the rate per annum (using a year of 360 days comprised of twelve 30-day months) as follows:
$370,000, 1.250%, Term Bond due, December 1, 2026, Price: 99.222%. Yield: 1.400%
$370,000, 2.000%, Term Bond due December 1, 2031, Price: 99.069%, Yield: 2.100%
$410,000, 2.250%, Term Bond due December 1, 2036, Price: 98.713%, Yield: 2.350%
$460,000, 2.500%, Term Bond due December 1, 2041, Price: 98.423%, Yield: 2.600%
$760,000, 3.000%, Term Bond due December 1, 2048,Price: 98.160%, Yield: 3.100%
The principal of the Bonds is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the principal office of the Paying Agent, upon presentation and surrender thereof. Interest on the Bonds is payable by check mailed on or before the Interest Payment Date by the Paying Agent to the Owner (determined as of the Record Date) at the address of such Owner as it appears on the registration books of the Paying Agent maintained for such purpose. Except as otherwise provided in this Section, Bonds shall bear interest from date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, provided, however, that if and to the extent that the Issuer shall default in payment of interest on any Bonds due on any Interest Payment Date, then all such Bonds shall bear interest at their stated rate from the most recent Interest Payment Date to which interest has been paid on the Bonds, or if no interest has been paid on the Bonds, from their dated date. The person in whose name any Bond is registered at the close of business on the Record Date with respect to an Interest Payment Date shall in all cases be entitled to receive the interest payable on such Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) not withstanding cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
SECTION 2.6. Application of Bond Proceeds. On the date of issuance of the Bonds, $2,307,536.80 (representing the $2,370,000.00 original principal amount of the Bonds minus original issue discount in the amount of $32,838.20, less the Underwriter’s Discount of $29,625.00), shall be deposited into the Revenue Refunding Bond Proceeds Fund hereby created to be held by the Paying Agent (the “Bond Proceeds Fund”) and disbursed as follows: $2,115,298.35 to be deposited into the Bond Proceeds Fund, together with $133,496.03 transferred from the Refunded Bonds Debt Service Reserve Fund, for a total of $2,248,794.38, for the purpose of providing sufficient funds to currently refund the Refunded Bonds; $63,597.00 together with the rounding amount of $4,116.45, to remain in the Bond Proceeds Fund for payment of the Costs of Issuance of the Bonds upon written direction by an Executive Officer of the Issuer; $124,525.00 to be deposited into the Debt Service Reserve Fund.
[End of Article II]
ARTICLE III
GENERAL TERMS AND
PROVISIONS OF THE BONDS
SECTION 3.1. Exchange of Bonds; Persons Treated as Owners. The Issuer shall cause books for the registration and for the registration of transfer of the Bonds as provided in this Bond Resolution to be kept by the Paying Agent/Registrar at its principal corporate trust office, and the Paying Agent/Registrar is hereby constituted and appointed the registrar for the Bonds. At reasonable times and under reasonable regulations established by the Paying Agent/Registrar said list may be inspected and copied by the Issuer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.
Upon surrender for registration of transfer of any Bond, the Paying Agent/Registrar shall register and deliver in the name of the transferee or transferees one or more new fully registered Bonds of authorized denomination of the same maturity and like aggregate principal amount. At the option of the Owner, Bonds may be exchanged for other Bonds of authorized denominations of the same maturity and like aggregate principal amount, upon surrender of the Bonds to be exchanged at the principal corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the Paying Agent/Registrar shall register and deliver in exchange therefor the Bond or Bonds which the Bondholder making the exchange shall be entitled to receive. All Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form and with a guaranty of signature satisfactory to the Paying Agent/Registrar, duly executed by the Owner or his attorney duly authorized in writing.
No service charge to the Owners shall be made by the Paying Agent/Registrar for any exchange or registration of transfer of Bonds. The Paying Agent/Registrar may require payment by the person requesting an exchange or registration of transfer of Bonds of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Issuer and the Paying Agent/Registrar shall not be required (a) to issue, register the transfer of or exchange any Bond during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date or any date of selection of Bonds to be redeemed and ending at the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to register the transfer of or exchange any Bond so selected for redemption in whole or in part.
All Bonds delivered upon any registration of transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Bond Resolution as the Bonds surrendered. Prior to due presentment for registration of transfer of any Bond, the Issuer and the Paying Agent/Registrar, and any agent of the Issuer or the Paying Agent/Registrar may deem and treat the person in whose name any Bond is registered as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary.
SECTION 3.2. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated or be improperly canceled, or be destroyed, stolen or lost, the Governing Authority may in its discretion adopt a resolution and thereby authorize issuance and delivery of a new Bond in exchange for and substitution for such mutilated or improperly canceled Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Owner (i) furnishing the Issuer and the Paying Agent/Registrar proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the Issuer and the Paying Agent/Registrar, (ii) giving to the Issuer and the Paying Agent/Registrar an indemnity bond in favor of the Issuer and the Paying Agent/Registrar in such amount as the Issuer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the Issuer may prescribe and (iv) paying such expenses as the Issuer and the Paying Agent/Registrar may incur. All Bonds so surrendered shall be delivered to the Paying Agent/Registrar for cancellation pursuant to Section 3.4 hereof. If any Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof any such duplicate Bond issued pursuant to this Section shall constitute an original, additional, contractual obligation on the part of the Issuer, whether or not the lost, stolen or destroyed Bond be at any time found by anyone. Such duplicate Bond shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause: “This Bond is issued to replace a lost, canceled or destroyed bond under the authority of R.S. 39:971 through 39:974.”
Such duplicate Bond may be signed by the facsimile signatures of the same officers who signed the original Bonds, provided, however, that in the event the officers who executed the original Bonds are no longer in office, then the new Bonds may be signed by the officers then in office. Such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment as provided herein with respect to all other Bonds hereunder, the obligation of the Issuer upon the duplicate Bonds being identical to their obligations upon the original Bonds and the rights of the Owner of the duplicate Bonds being the same as those conferred by the original Bonds.
SECTION 3.3. Preparation of Definitive Bonds, Temporary Bonds. Until the definitive Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 3.5, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds except as to the denominations, one or more temporary typewritten Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to temporary Bonds.
SECTION 3.4. Cancellation of Bonds. All Bonds paid or redeemed either at or before maturity, together with all Bonds purchased by the Issuer, shall thereupon be promptly cancelled by the Paying Agent/Registrar. The Paying Agent/Registrar shall thereupon promptly furnish to the Executive Officers an appropriate certificate of cancellation.
SECTION 3.5. Execution. The Bonds shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the Executive Officers, and the corporate seal of the Issuer (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Said officers shall, by the execution of the Bonds, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Bonds or any legal opinion certificate thereon, and the Issuer may adopt and use for that purpose the facsimile signature of any person or persons who shall have been such officer at any time on or after the date of such Bond, notwithstanding that at the date of such Bond such person may not have held such office or that at the time when such Bond shall be delivered such person may have ceased to hold such office.
SECTION 3.6. Registration by Paying Agent. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Resolution unless and until a certificate of registration on such Bond substantially in the form set forth in Exhibit B hereto shall have been duly executed on behalf of the Paying Agent/Registrar by a duly authorized signatory, and such executed certificate of the Paying Agent/Registrar upon any such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.
SECTION 3.7. Regularity of Proceedings. The Issuer, having investigated the regularity of the proceedings had in connection with issuance of the Bonds, and having determined the same to be regular, each of the Bonds shall contain the following recital, to-wit:
“It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State.”
End of Article III]
ARTICLE IV
PAYMENT OF BONDS;
DISPOSITION OF FUNDS
SECTION 4.1. Funds and Accounts. In order that the principal of and interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana, Revenue Refunding Bond Sinking Fund, Series 2021 (the “Sinking Fund”) and the Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana, Debt Service Reserve Fund, Series 2021 (the “Debt Service Reserve Fund”) are hereby established, to be maintained and held by the Governing Authority’s fiscal agent bank, or the Paying Agent, at the option of the Governing Authority, for and on behalf of the holders of the Bonds.
SECTION 4.2. Issuer’s Obligation to Collect Pledged Revenues. The Issuer, through the Governing Authority, covenants to fix, establish, maintain, levy and collect such rates, fees, rents or other charges for the services and facilities of the System, and all parts thereof, and to revise the same from time to time whenever necessary, as will always provide Operating Revenues in each year sufficient to pay (i) Operating Expenses, (ii) the principal and interest falling due on the Bonds in each year, (iii) all reserves or sinking funds or other payments required for such year by this resolution, and (iv) all other obligations or indebtedness payable out of the Operating Revenues of the System for such year, and which will provide Pledged Revenues in each year at least equal to 120% of the largest amount of principal and interest falling due on the Bonds and any Additional Parity Bonds in any future fiscal year, which rates, rents or other charges shall not be reduced so as to be insufficient to provide adequate revenues for the aforesaid purposes.
SECTION 4.3. Deposit of Funds. All of the income and revenues derived or to be derived by the Issuer from the operation of the System shall continue to be deposited periodically as the same may be collected in a separate and special bank account with the regularly designated fiscal agent bank of the Issuer, heretofore established and designated as the “Water Revenue Fund” (the “Water Fund”) by the resolution authorizing issuance of the Refunded Bonds, said Water Fund to be maintained and administered in the following order of priority and for the following express purposes:
FIRST: to the payment of all Operating Expenses;
SECOND: to the Sinking Fund monthly on or before the 20th calendar day of each month commencing July 20, 2021, an amount equal to one-fifth (1/5) of the interest due on the Bonds on December 1, 2021, and thereafter, on or before the 20th calendar day of each month, one-sixth (1/6) of the interest due on the Bonds on the next Interest Payment Date; and
THIRD: to the Sinking Fund monthly on or before the 20th calendar day of each month commencing July 20, 2021, an amount equal to one-eleventh (1/11) of the principal due on the Bonds on December 1, 2021, and thereafter, on or before the 20th calendar day of each month, one-twelfth (1/12) of the principal due on the Bonds on the next principal payment date.
FOURTH: on the date of closing, to the Debt Service Reserve Fund an amount equal to the Debt Service Reserve Fund Requirement.
If at any time moneys in the Debt Service Reserve Fund are used for the purpose of paying principal or interest on the Bonds as to which there would otherwise be a default, the Debt Service Reserve Fund must be replenished to its requirement within twenty-four months by transfers from the Operating Revenues to the Debt Service Reserve Fund on or before the 20th day of each month of each year of a sum sufficient to comply with the requirement of this sentence. The payments into the Debt Service Reserve Fund shall be made and continue until such time as there has been accumulated in the Debt Service Reserve Fund a sum equal to the Debt Service Reserve Fund Requirement.
FIFTH: subject to the foregoing, which are cumulative, the balance of funds remaining in the Water Fund on the 20th day of each month in excess of all Operating Expenses, and after making the required payments into the Sinking Fund and the Debt Service Reserve Fund, if necessary, shall be considered surplus and may be used by the District for the purpose of redeeming Bonds in the manner set forth in the Bond Resolution, or for any lawful purposes.
SECTION 4.4. The Sinking Fund. Moneys on deposit in the Sinking Fund shall constitute dedicated funds of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the purposes of paying the principal of, interest, and redemption premium, if any, on the Bonds. The fiscal agent shall transfer from the Sinking Fund to the Paying Agent for the Bonds, at least five (5) Business Days in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest so falling due on such date.
All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in Qualified Investments, provided that Bond proceeds representing accrued interest, if any, shall be invested in Government Securities, maturing prior to the first Interest Payment Date. All income derived from such investments shall be added to the Sinking 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 Sinking Fund is herein created.
SECTION 4.5. Debt Service Reserve Fund. The Issuer shall continuously invest and reinvest the funds within the Debt Service Reserve Fund in such investments as are authorized by the laws of the State, and allow the investment earnings therein to accumulate until such time as there has been accumulated a sum equal to the maximum annual combined Debt Service Reserve Fund Requirement on the Bonds. At such time as moneys within the Debt Service Reserve Fund are equal to or greater than the Debt Service Reserve Fund Requirement, then all such other investment earnings shall be transferred to the Sinking Fund.
In the event that additional Parity Bonds are issued hereafter in the manner provided by this Bond Resolution, the payments into the Debt Service Reserve Fund shall continue, or if the said payments have ceased because of the accumulation of the maximum amount provided above, then such payments shall be resumed, until such time as there has been accumulated in the Debt Service Reserve Fund an amount of money equal to the Debt Service Fund Requirement. The Debt Service Reserve Fund will initially be funded with a Surety Policy.
If at any time moneys in the Debt Service Reserve Fund are used for the purpose of paying principal or interest on the Bonds, or any Parity Bonds, as to which there would otherwise be a default, then moneys so used shall be replaced from revenues first received not required for payment into the Sinking Fund as outlined in Sections 4.3 and 4.4 hereof.
SECTION 4.6. Funds to Constitute Trust Funds. The Sinking Fund provided for in Section 4.1 hereof shall be and constitute trust funds for the purposes provided in this Bond Resolution, and the Owners of Bonds issued pursuant to this Bond Resolution are hereby granted a lien on all such fund until applied in the manner provided herein. The moneys in such fund shall at all times be secured to the full extent thereof by the bank or trust company holding such fund in the manner required by the laws of the State.
SECTION 4.7. Method of Valuation and Frequency of Valuation. In computing the amount in any fund provided for in Section 4.1, investments shall be valued at the lower of the cost or the market price, exclusive of accrued interest. With respect to the Sinking Funds, valuation shall occur annually. If any investment in the Sinking Fund ceases to be a Qualified Investment, then such non-conforming investment shall be sold or liquidated and the proceeds thereof invested in Qualified Investments.
[End of Article IV]
ARTICLE V
REDEMPTION OF BONDS
SECTION 5.1. Optional Redemption. Those Bonds maturing December 1, 2036 and thereafter, shall be callable for redemption at the option of the Issuer prior to their stated maturities, in full or in part at any time on or after December 1, 2031, at a redemption price of 100% of the principal amount redeemed, together with accrued interest to the date fixed for redemption.
In the event a Bond to be optionally redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Any Bond which is to be redeemed only in part shall be surrendered at the principal corporate trust office of the Paying Agent and there shall be delivered to the Owner of such Bond, a Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
SECTION 5.2. Mandatory Sinking Fund Redemption. The Bonds maturing on December 1, 2026 are subject to mandatory sinking fund redemption payments prior to maturity, in part, in the years and in the respective amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, as follows:
Redemption Date; Principal
(December 1); Amount: 2021; $ 25,000, 2022 ; 65,000, 2023; 70,000, 2024; 70,000, 2025; 70,000,2026*; 70,000, *Final Maturity.
The Bonds maturing on December 1, 2031 are subject to mandatory sinking fund redemption payments prior to maturity, in part, in the years and in the respective amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, as follows:
Redemption Date; Principal
(December 1); Amount: 2027; $ 70,000, 2028; 75,000, 2029; 75,000,
2030; 75,000, 2031; 75,000.Final Maturity.
The Bonds maturing on December 1, 2036 are subject to mandatory sinking fund redemption payments prior to maturity, in part, in the years and in the respective amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, as follows:
Redemption Date; Principal
(December1); Amount; 2032; $ 80,000; 2033; 80,000; 2034; 80,000;
2035; 85,000; 2036*; 85,000; *Final Maturity.
The Bonds maturing on December 1, 2041 are subject to mandatory sinking fund redemption payments prior to maturity, in part, in the years and in the respective amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, as follows:
Redemption Date; Principal;
(December 1); Amount ; 2037; $ 90,000; 2038; 90,000; 2039; 90,000;
2040; 95,000; 2041; 95,000,Final Maturity.
The Bonds maturing on December 1, 2048 are subject to mandatory sinking fund redemption payments prior to maturity, in part, in the years and in the respective amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, as follows:
Redemption Date; Principal; (December 1); Amount; 2042; $ 100,000; 2043; 100,000; 2044; 105,000; 2045; 110,000; 2046; 110,000; 2047; 115,000; 2048*; 120,000. *Final Maturity.
SECTION 5.3. Notice to Paying Agent. In the case of any optional redemption of Bonds, the Issuer shall give written notice to the Paying Agent/Registrar of the election so to redeem and the redemption date, and of the principal amounts and numbers of the Bonds or portions of Bonds of each maturity to be redeemed. Such notice shall be given at least thirty (30) days prior to the redemption date.
SECTION 5.4. Selection of Bonds to be Redeemed by Lot. In the event of redemption of less than all the outstanding Bonds of like maturity, such Bonds shall be redeemed by lot or in such other manner as shall be deemed fair and equitable by the Paying Agent/Registrar for random selection.
SECTION 5.5. Presentation of Bonds to be Redeemed. On or before any redemption date the Paying Agent/Registrar shall segregate and hold in trust funds furnished by the Issuer for the payment of the Bonds or portions thereof called, together with accrued interest thereon to the redemption date. Upon the giving of notice and the deposit of funds for redemption, interest on the Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption. No payment shall be made by the Paying Agent/Registrar upon any Bond or portion thereof called for redemption until such Bond or portions thereof shall have been delivered for payment or cancellation or the Paying Agent/Registrar shall have received the items required by Section 3.2 with respect to any mutilated, lost, stolen or destroyed Bond.
SECTION 5.6. Notice of Redemption. Notice of any such optional redemption shall be given by the Paying Agent/Registrar by mailing a copy of the redemption notice by first class mail postage prepaid, not less than thirty (30) days prior to the date fixed for redemption, to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books maintained by the Paying Agent/Registrar. Such notice shall be given to Owners of $1,000,000 or more in aggregate principal amount of Bonds by certified mail, return receipt requested. In addition, a second redemption notice must be provided to any Owner who has not surrendered its Bonds to the Paying Agent/Registrar within 60 days after the applicable redemption date. In no event shall any notice of redemption be given to the Owners, other than with respect to the Bonds that are the subject of an advance or current refunding, unless the Issuer shall have theretofore deposited moneys available therefore with the Paying Agent/Registrar in an amount which, in addition to other amounts, if any, available therefor held by the Paying Agent/Registrar, will be sufficient to redeem on the redemption date, at the redemption price thereof together with accrued interest to the redemption date, all of the Bonds to be redeemed. Failure to give such notice by mailing to any Owner, or any defect therein, shall not affect the validity of any proceedings for the redemption of other Bonds.
All notices of optional redemption shall state (i) the redemption date; (ii) the redemption price; (iii) if less than all the Bonds are to be redeemed, the identifying number (and in the case of partial redemption, the respective principal amounts) and CUSIP number of the Bonds to be redeemed; (iv) that on the redemption date the redemption price will become due and payable on each such Bond and interest thereon will cease to accrue thereon from and after said date; and (v) the place where such Bonds are to be surrendered for payment. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner of such Bonds receives the notice.
SECTION 5.7. Payment of Redeemed Bonds. Notice having been given in the manner provided in Section 5.5, the Bonds or portions thereof so called for redemption shall become due and payable on the redemption date so designated at the redemption price, plus interest accrued and unpaid to the redemption date, and, upon presentation and surrender thereof at the office specified in such notice, such Bonds or portions thereof shall be paid at the redemption price plus interest accrued and unpaid to the redemption date. If, on the redemption date, monies for the redemption of all the Bonds, together with interest to the redemption date, are held by the Paying Agent/Registrar so as to be available therefor on said date and if notice of redemption shall have been given as aforesaid, then, from and after the redemption date, interest on the Bonds of such maturity so called for redemption shall cease to accrue and become payable. If moneys are not so available on the redemption date, such Bonds shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption.
[End of Article V]
ARTICLE VI
PARTICULAR COVENANTS, ADDITIONAL BONDS
SECTION 6.1. Payment of Bonds. The Issuer shall budget in each Fiscal Year sufficient Pledged Revenues to make all payments required by Section 4.3 in such Fiscal Year, and shall also duly and punctually pay or cause to be paid as herein provided, the principal or redemption price, if any, of every Bond and the interest thereon, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof.
SECTION 6.2. Tax Covenants. (A) To the extent permitted by the laws of the State, the Issuer will comply with the requirements of the Code to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The Issuer shall not take any action or fail to take any action, nor shall it permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any Bond to be an “arbitrage bond” as defined in the Code or would result in the inclusion of the interest on any Bond in “gross income” under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Bonds, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (iii) the use of proceeds of the Bonds in a manner which would cause the Bonds to be “private activity bonds” under the Code.
(B) The Issuer shall not permit at any time or times any proceeds of the Bonds or any other funds of the Issuer to be used, directly or indirectly, in a manner which would result in exclusion of interest on any Bond from the treatment afforded by Section 103(a) of the Code, as from time to time amended, or any successor provision thereto.
(C) For purposes of paragraphs (A) and (B) above, “interest” shall include any original issue discount properly allocable to the holder of a Bond.
(D) The Bonds herein authorized are designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. In making this designation, Issuer finds and determines that:
(i) the Bonds are not “private activity bonds” within the meaning of the Code;
(ii) upon original issue, the Refunded Bonds were “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code;
(iii) the amount of the Bonds does not exceed the outstanding amount of the Refunded Bonds;
(iv) the average maturity date of the Bonds is not later than the average maturity date of the Refunded Bonds; and
(v) the maturity date of the Bonds is not later than 30 years after the date the Refunded Bonds were issued.
SECTION 6.3. Issuer to Maintain Books and Records. So long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of revenues, including receipts of ad valorem taxes, if any, including specifically but without limitation, all reasonable and necessary costs and expenses of collection. Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of such books and accounts to be made by the Legislative Auditor of the State (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Sinking Funds. Such audit shall be available for inspection upon request by the Owners of any of the Bonds.
SECTION 6.4. Obligation to Collect Pledged Revenues. The Issuer recognizes that the Governing Authority is bound under the terms and provisions of law, to levy and impose and cause the enforcement and collection of Pledged Revenues which secure issuance of the Bonds; and to provide for the proper application thereof, until all of the Bonds have been retired as to both principal and interest. Nothing herein contained shall be construed to prevent the Governing Authority from altering or amending from time to time as may be necessary the resolutions and/or ordinances adopted providing for levy, imposition, enforcement and collection of Pledged Revenues or any subsequent resolution and/or ordinance providing therefor, provided that such alterations or amendments shall not be made in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. The resolutions and/or ordinances imposing all tolls, revenues, rates, fees, charges, rents, fire hydrant rentals and other income and receipts, and pursuant to which Pledged Revenues are being collected and allocated, and the obligation to continue to collect and allocate Pledged Revenues and to apply Pledged Revenues in accordance with the provisions of this Bond Resolution, shall be irrevocable until the Bonds have been paid in full as to both principal and interest, and shall not be subject to amendment in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. More specifically, neither the Legislature of the State, nor the Issuer may discontinue the collection and allocation of Pledged Revenues or permit to be discontinued the collection and allocation of Pledged Revenues in anticipation of collection and allocation of which the Bonds have been issued or in any way make any change in Pledged Revenues which would diminish the amount of the Pledged Revenues to be received by the Issuer until all of the Bonds shall have been retired as to both principal and interest.
SECTION 6.5. Indemnity Bonds. So long as any of the Bonds are outstanding and unpaid, the Issuer shall require all of the officers and employees who may be in a position of authority or in possession of money derived from collection of Pledged Revenues, 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 6.6. Rate Covenant. The Issuer covenants and agrees that if at any time following issuance of the Bonds, and for so long as any Bonds are Outstanding pursuant to the terms, provisions, conditions and limitations of this Bond Resolution, the schedule of rates and charges enacted by the Issuer does not produce in any calendar year Operating Income in an amount at least equal to One Hundred Twenty (120%) percent of the highest combined principal and interest requirements on the Bonds, it shall immediately by resolution or ordinance fix and place in effect a revised schedule of rates and charges that will produce no less than such amount.
SECTION 6.7. Continuing Disclosure. Pursuant to the Securities and Exchange Commission (“SEC”) Continuing Disclosure Rules, the Issuer covenants and agrees for the benefit of the Owners of the Bonds to provide certain financial information and operating data relating to the Issuer (the “annual Report”), and to provide notices of the occurrence of the events enumerated in Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1931, as the same may be amended from time to time (the “Rule”). All filings shall be made electronically solely by transmitting such filing to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“EMMA”) as provided at an Internet-based electronic filing system maintained by the Municipal Securities Rulemaking Board and approved by the SEC, which submission will satisfy the reporting requirements by the Rule.
The specific nature of the information to be contained in the annual Report or the notice of material events shall be as more fully set forth in the Continuing Disclosure Certificate as such the form of which is set forth as an Appendix to the Official Statement, as the same may be amended from time to time in accordance with its terms. Failure to comply with the Rule shall not constitute an “event of default” under Article IX of this Bond Resolution, however, any of the Owners of the Bonds may take such action or exercise such remedies as may be provided by law to enforce the obligations of the Issuer under the Continuing Disclosure Certificate.
SECTION 6.8. Official Statement. The Issuer hereby ratifies and approves the form and content of the Preliminary Official Statement pertaining to the Bonds, as submitted to the Issuer, and hereby ratifies its prior use in connection with the sale of the Bonds. The Issuer further approves the form and content of the final Official Statement and hereby authorizes the delivery of such final Official Statement to the Underwriters for use in the public offering of the Bonds.
[End of Article VI]
ARTICLE VII
SUPPLEMENTAL BOND
RESOLUTIONS
SECTION 7.1. Supplemental Resolutions Effective Without Consent of Owners. For any one or more of the following purposes and at any time from time to time, a resolution and/or ordinance supplemental hereto may be adopted, which, upon filing with the Paying Agent/Registrar of a certified copy thereof, but without any consent of Owners, shall be fully effective in accordance with its terms: (a) to add to the covenants and agreements of the Issuer in the Bond Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (b) to add to the limitations and restriction in the Bond Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (c) to surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of the Bond Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Issuer contained in the Bond Resolution; (d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of the Bond Resolution; or (e) to insert such provisions clarifying matters or question arising under the Bond Resolution as are necessary or desirable and are not contrary to or inconsistent with the Bond Resolution as theretofore in effect.
SECTION 7.2. Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section 7.1, any modification or amendment of the Bond Resolution or of the rights and obligations of the Issuer and of the Owners of the Bonds hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Bond Obligation at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentages of Bonds the consent of the Owner of which is required to effect any such modification or amendment, or change the obligation of the Issuer to budget annually Pledged Revenues for payment of the Bonds as provided herein, without the consent of the Owners of all of the Bonds then outstanding, or shall change or modify any of the rights or obligations of the Paying Agent without its written assent thereto. For purposes of this Section, Bonds shall be deemed to be affected by a modification or amendment of the Bond Resolution if the same adversely affects or diminishes the rights of the Owners of said Bonds.
[End of Article VII]
ARTICLE VIII
PARITY BONDS
SECTION 8.1. Issuance of Parity Bonds. All of the Bonds shall enjoy complete parity of lien on the Pledged Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds.
The Bonds or any part thereof, including interest and redemption premium thereon, may be refunded and the 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 Bonds shall continue to enjoy whatever priority of lien over subsequent issues as may have been enjoyed by the Bonds refunded.
SECTION 8.2. Additional Bonds. The Issuer shall issue no other bonds, notes, other evidences of indebtedness or obligations of any kind or nature payable from or enjoying a lien on the Pledged Revenues having priority over or on a parity with the Bonds herein authorized, except that bonds may hereafter be issued on a parity with the Bonds herein authorized, so long as the average Pledged Revenues when computed for the two completed Fiscal Years immediately preceding issuance of additional bonds has not been less 1.20 times the highest combined principal and interest requirements for any succeeding Fiscal Years period on all outstanding bonds secured by the Pledged Revenues, including the additional bonds to be issued.
[End of Article VIII]
ARTICLE IX
REMEDIES ON DEFAULT
SECTION 9.1. Events of Default. If one or more of the following events (in this Bond Resolution called “Events of Default”) shall happen, that is to say,
(a) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise; or
(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; or
(c) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in the Bond Resolution, any supplemental resolution or in the Bonds contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by the Owners of not less than 25% of the Bond Obligation (as defined in the Bond Resolution); or
(d) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law;
then, upon the happening and continuance of any Event of Default the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law. Under no circumstances may the principal or interest of any of the Bonds be accelerated. All remedies shall be cumulative with respect to the Paying Agent and the Owners; if any remedial action is diand approved. The Paying Agent/Registrar shall signify its acceptance of the duties and obligations imposed on it by the Bond Resolution by executing and delivering an acceptance of its rights, duties and obligations as Paying Agent/Registrar set forth herein in form and substance satisfactory to the Issuer.
SECTION 10.2. Successor Paying Agent/Registrar. Any successor Paying Agent/Registrar shall be a trust company or bank in good standing, located in or incorporated under the laws of the United States or the State, and duly authorized to exercise trust powers and subject to examination by federal or state authority. No resignation or removal of the Paying Agent/Registrar shall become effective until a successor has been appointed and has accepted the duties of Paying Agent/Registrar. Every successor Paying Agent/Registrar appointed pursuant to this Section shall be a trust company or bank in good standing located in or incorporated under the laws of the United States or the State, and duly authorized to exercise trust powers and subject to examination by federal or state authority.
[End of Article X]
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Defeasance. (a) If the Issuer shall pay or cause to be paid to the Owners of all Bonds then outstanding, the principal and interest and redemption premium, if any, to become due thereon, at the times and in the manner stipulated therein and in this Bond Resolution, then the covenants, agreements and other obligations of the Issuer to the Bondholders shall be discharged and satisfied. In such event, the Paying Agent/Registrar shall, upon the request of the Issuer, execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent/Registrar shall pay over or deliver to the Issuer any moneys, securities and funds held by it pursuant to the Bond Resolution which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption.
(b) Bonds or interest installments for the payment or redemption of which sufficient Defeasance Obligations shall have been set aside and held in trust by the Paying Agent/Registrar or an escrow agent (through deposit by the Issuer of funds for such payment or redemption or otherwise) at a maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section.
Any Bond prior to maturity shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section if (i) there shall have been deposited with the Paying Agent/Registrar or an escrow agent Defeasance Obligations, in the amounts and having such terms as are necessary to provide moneys (whether as principal, premium, if any, or interest) in an amount sufficient to pay when due the principal thereof, together with all accrued interest and (ii) the adequacy of the Defeasance Obligations so deposited to pay when due the principal and all accrued interest shall have been verified by an independent certified public accountant.
Neither Defeasance Obligations deposited pursuant to this Section nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or redemption price, if applicable, and interest to become due on the Bonds; provided that any cash received from such principal or interest payments on such Defeasance Obligations shall, if permitted by the Code, and to the extent practicable, be reinvested in Defeasance Obligations maturing at times and in amounts sufficient to pay when due the principal and interest to become due on said Bonds as they respectively mature.
SECTION 11.2. Evidence of Signatures of Bondholders and Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which the Bond Resolution may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument appointing any such attorney, or (ii) the ownership by any person of the Bonds shall be sufficient for any purpose of the Bond Resolution (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:
1. The fact and date of execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.
2. The ownership of Bonds and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent/Registrar.
(b) Any request or consent by the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Issuer or the Paying Agent/Registrar in accordance therewith.
SECTION 11.3. Moneys Held for Particular Bonds. The amounts held by the Paying Agent/Registrar for the payment due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners of the Bonds entitled thereto.
SECTION 11.4. Parties Interested Herein. Nothing in the Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the Issuer, the Paying Agent/Registrar and Owners of the Bonds any right, remedy or claim under or by reason of the Bond Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Bond Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent/Registrar and Owners of the Bonds.
SECTION 11.5. No Recourse on the Bonds. No recourse shall be had for payment of the principal of or interest on the Bonds or for any claim based thereon or on this Bond Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Bonds.
SECTION 11.6. Successors and Assigns. Whenever in this Bond Resolution the Issuer is named or referred to, it shall be deemed to include its successors, and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the Issuer shall bind and inure to the benefit of its successors, and assigns whether so expressed or not.
SECTION 11.7. Subrogation. In the event the Bonds herein authorized to be issued, or any of them, should ever be held invalid by any court of competent jurisdiction, the Owner or Owners thereof shall be subrogated to all the rights and remedies against the Issuer had and possessed by the Owner or Owners of the Refunded Bonds.
SECTION 11.8. Severability. In case any one or more of the provisions of the Bond Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of the Bond Resolution or of the Bonds, but the Bond Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of the Bond Resolution which validates or makes legal any provision of the Bond Resolution or the Bonds which would not otherwise be valid or legal shall be deemed to apply to this Bond Resolution and to the Bonds.
SECTION 11.9. Publication of Bond Resolution. This Bond Resolution shall be published one time in the official journal of the Governing Authority; however, it shall not be necessary to publish any exhibits hereto if the same are available for public inspection and such fact is stated in the publication.
SECTION 11.10. Execution of Documents. In connection with issuance and sale of the Bonds, the Executive Officers are each authorized, empowered and directed to accept, receive, execute, seal, attest and deliver the Preliminary Official Statement, the Official Statement, the No-Arbitrage Certificate, the Bond Purchase Agreement (the “Bond Purchase Agreement”) by and between the Issuer and the Underwriter, the Continuing Disclosure Certificate, and any and all such documents, certificates and other instruments as are required in connection with the authorization, issuance, and delivery of the Bonds, in such forms as are acceptable to Bond Counsel, to effect the transactions contemplated by this Bond Resolution, the signatures of the Executive Officers on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder. The prior acceptance, receipt, execution, seal, attestation, and delivery of the Bond Purchase Agreement by the Executive Officers of the Issuer are hereby acknowledged, authorized and ratified in all respects.
SECTION 11.11. Savings Clause. In case any one or more of the provisions of this Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds, but the Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date or dates of this Resolution and of the Bonds which validates or makes legal any provision of this Resolution or the Bonds which would not otherwise be valid or legal, shall be decreed to apply to this Resolution and to the Bonds.
SECTION 11.12. Bank Qualification. The Issuer has determined that the Bonds may be, and they are hereby designated as “qualified tax-exempt obligations” within the meaning of section 265(b)(3) of the Code.
SECTION 11.13. Recordation. A certified copy of this Bond Resolution shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of Calcasieu, State of Louisiana.
SECTION 11.14. Preamble. The statements of fact expressly contained within the preamble to this Bond Resolution have been specifically reviewed by the Issuer’s Board of Commissioners and are found to be factually true and correct and are made resolutions of the Issuer.
[End of Article XI]
ARTICLE XII
SALE OF BONDS
SECTION 12.1. The Bonds are hereby awarded to and sold to the Underwriter at a purchase price of $2,307,536.80, and under the terms and conditions set forth in this Resolution, and after their execution and authentication by the Paying Agent, the Bonds shall be delivered to the Underwriter or its agent or assign, upon receipt by the Issuer of the agreed purchase price. The Executive Officers are hereby authorized, empowered and directed to accept same on behalf of the Issuer and deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by them necessary or advisable to implement the Bond Resolution or to facilitate the sale of the Bonds
SECTION 12.2. Executive Officers Determine Bond Terms. The Executive Officers are hereby designated as representatives of the Issuer and are authorized to accept and execute on behalf of the Issuer an offer of the Underwriter for purchase of the Bonds, as provided in Section 12.1 above, provided the offer of purchase by the Underwriter is a sales price of the Bonds at not less than the par value thereof, plus accrued interest, if any, to the date of delivery of the Bonds. The Executive Officers may, in their discretion, establish on behalf of the Issuer the par value of the Bonds, the interest rate payable thereon as well as the annual principal mandatory redemptions thereof.
The Executive Officers be and they are hereby authorized and directed to take all actions in conformity with the Act, if necessary, or reasonably required to effectuate the issuance, sale and delivery of the Bonds and shall take all action necessary or desirable in conformity with the Act for carrying out, giving effect to and consummating the transactions contemplated by the Bonds, this Bond Resolution, including without limitation, the execution and delivery of any closing documents in connection with the issuance, sale and delivery of the Bonds. The Executive officers are specifically authorized to approve such changes to said documents as are necessary and appropriate and not contrary to the general tenor thereof, such approval to be conclusively evidenced by such execution thereof.
[End of Article XII]
ARTICLE XIII
REDEMPTION OF
REFUNDED BONDS
SECTION 13.1. Call for Redemption. Subject only to delivery of the Bonds, the Refunded Bonds are hereby irrevocably called for redemption on the day of closing, at a redemption price of 100% of the principal amount of each bond so redeemed, and accrued interest to the date of redemption, in compliance with the resolution authorizing their issuance.
[End of Article XIII]
ADOPTED AND APPROVED on this 9th day of June, 2021. /s/ Greg Gillis
GREG GILLIS,
President
ATTEST:
/s/ Catherine Barks
CATHERINE BARKS,
Secretary
(Other business not pertinent to the present excerpt may be found of record in the official minutes.)
Upon motion duly made and unanimously carried the meeting was adjourned.
/s/ Greg Gillis
GREG GILLIS,
President
ATTEST:
/s/ Catherine Barks
CATHERINE BARKS,
Secretary
STATE OF LOUISIANA
PARISH OF CALCASIEU
I, CATHERINE BARKS, do hereby certify that I am the duly qualified and acting Secretary of Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana.
I further certify that the above and foregoing is a true and correct copy of an excerpt from the minutes of a meeting of Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana, held on June 9, 2021, insofar as said minutes pertain to the matters therein set out, and that the foregoing copy of a resolution adopted at said meeting is a true and correct copy of the original resolution as it is officially of record in my possession.
IN WITNESS WHEREOF, witness my official signature on behalf of Waterworks District No. Fourteen of Ward Five of Calcasieu Parish, State of Louisiana, on this 9th day of June, 2021.
/s/ Catherine Barks
CATHERINE BARKS,
Secretary
Exhibits to this resolution are available for inspection during regular business hours at the main office of the District, 4352 Highway 12, Starks, Louisiana.
Run: June 23, 2021 (JU-10)