September
9, 2011
The President and Board of
Directors of the Vinton Public Power Authority, met in special session at the
regular meeting place of said President and Board of Directors, in the Town
Hall, Vinton, Louisiana, at approximately 6:30 p.m., on the 9th day of September,
2011, after full compliance with all requirements as to notice and otherwise in
respect to convening of said meeting with the following members present:
Kenneth
O. Stinson, President
Harold Douga, Director
William “BB” Loyd, Director
Paul
Patin, Director
ABSENT: None
ALSO PRESENT: Cade
R. Cole, Board Attorney and David T. Riggins, Financial Advisor
Kenneth O. Stinson,
President called the meeting to order and reported that the purpose of the
meeting was as follows:
1.
To
discuss and/or transact business pertinent to refinancing VPPA Bonds.
2.
To
discuss and/or transact business pertinent to adopting a resolution authorizing
the execution of amendment to the Power Sales Contract between the VPPA and
Town of
3.
To
discuss and/or transact business pertinent to adopting a resolution authorizing
the issuance of Refunding Bonds.
4.
To
discuss and/or transact business pertinent to accepting bids on the Dutch
Bahnsen Sub-Station
Mr.
David T. Riggins, Government Consultants of Louisiana, Inc., discussed the
possibility of re-financing the VPPA
Series 2002 Power Supply System Revenue Bonds and the savings it would bring to
the authority.
After discussion, it was
moved by Director Douga that the following Resolution be adopted. The motion was seconded by Director Loyd and
the vote cast thereon was as follows:
YEAS: Directors Bujard, Douga, Loyd, Merchant and
Patin
NAYS: None
ABSENT:
None
RESOLUTION OF THE BOARD OF
DIRECTORS
OF THE
A RESOLUTION AUTHORIZING THE
EXECUTION AND DELIVERY OF BOND DOCUMENTS, INCLUDING A LOAN AGREEMENT, A BOND
PURCHASE AGREEMENT, AND SUCH OTHER DOCUMENTS AND INSTRUMENTS REQUIRED IN
CONNECTION WITH THE AUTHORITY'S LOAN FROM THE LOUISIANA LOCAL GOVERNMENT
ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY; AUTHORIZING THE
EXECUTION AND DELIVERY OF AN AMENDMENT TO THE POWER SALES CONTRACT DATED AS OF
JULY 1, 2002 BETWEEN THE VINTON PUBLIC POWER AUTHORITY AND THE TOWN OF VINTON;
AND PROVIDING FOR OTHER MATTERS IN CONNECTION WITH THE FOREGOING.
WHEREAS, the Vinton Public Power Authority, a
political subdivision and body politic and corporate of the State of Louisiana
(the "Authority"), was created by the Town of Vinton, State of
Louisiana (the "Town"), to achieve greater economy and efficiency in
the provision of electric power and energy services to the Town under the authority
of Article VI, Section 20 and Article VII, Section 14(C) of the Louisiana
Constitution of 1974, and Chapter 10, Part 1, Subpart A of Title 33 of the
Louisiana Revised Statutes of 1950, as amended (La. R.S. 33:4170-4175,
inclusive) and other constitutional and statutory authority;
WHEREAS, on July 25, 2002 the Louisiana Local Government
Environmental Facilities and Community
Development Authority (the “LCDA”), at the request of the Authority, issued its
$18,290,000 Power Supply System Revenue Bonds (Vinton Public Power
Authority/Town of Vinton Project) Series 2002 (the “Prior Bonds”) on behalf of
the Authority, the proceeds of which were loaned to the Authority for the
purpose of completing discharge of the Authority’s obligation to the Sam Rayburn
Municipal Power Agency of which the Authority had been an all requirements
power customer prior to discharge of the obligation (the “Prior Project”);
WHEREAS, there currently exists
an opportunity to refinance the Prior Bonds in order to provide debt service
savings;
WHEREAS, the Authority desires to request the LCDA to
issue revenue refunding bonds (the "Refunding Bonds") in an amount
not to exceed $14,500,000, the proceeds of which to be loaned to the Authority
for the purpose of (i) advance refunding all or a portion of the Prior Bonds,
(ii) funding a reserve fund, if necessary and (iii) paying costs of issuance of
the Refunding Bonds, including the premium for a bond insurance policy insuring
the Refunding Bonds, if necessary (collectively, the “Project”);
WHEREAS, the Authority desires
to authorize such other actions as may be necessary or appropriate to effect the issuance of the Refunding Bonds, including to
authorize and approve the forms of and execution and delivery of certain other
agreements and instruments required for the issuance and sale of the Refunding
Bonds.
NOW, THEREFORE, be it resolved by the Board
of Directors of the Vinton Public Power Authority, that:
SECTION
1. Each of the President, Vice President,
Secretary or Treasurer of the Board or any other member of the Board of
Directors of the Authority so designated in writing by any of them is hereby
designated an "Authorized Officer" (collectively, the
"Authorized Officers"), for purposes of this Resolution.
SECTION
2. The Authority hereby requests that the LCDA
issue the Refunding Bonds to finance the Project, said Bonds to be secured by
payments made by the Authority to the LCDA pursuant to a Loan Agreement by and
between the Authority and the LCDA, which payments shall consist of revenues of
the Authority system, including revenues received by the Authority pursuant to
that certain Power Sales Contract dated as of July 1, 2002 (the “Power Sales
Contract”) between the Authority and the Town, less power costs, which are
hereby pledged therefor.
SECTION
3. The Authority hereby requests that the LCDA
employ Jones Walker Waechter Poitevent Carrère & Denègre, L.L.P., to serve
as bond counsel, Stephens Inc., to serve as underwriter, and Government
Consultants to serve as financial advisor in connection with the issuance of
the Bonds.
SECTION
4. In connection with the issuance of the Bonds, any of the
Authorized Officers are hereby authorized to enter into, execute and deliver on
behalf of the Authority the Loan Agreement, a Bond Purchase Agreement by and
among the Authority, the LCDA and Stephens Inc., an amendment to the Power
Sales Contract, if necessary, and all other documents and certificates in
connection therewith of any nature whatsoever in such forms as recommended by
counsel to the Authority and as deemed necessary or desirable in to perform any
and all acts, approve any and all matters and to do any and all things deemed
by them to be necessary or desirable to effect the purposes of this Resolution.
SECTION
5. All actions taken or performed by the Authority, or any of its
officers, employees, attorneys or agents
prior to the date hereof, in connection with the Bonds and the Power Sales
Contract and the transactions contemplated hereby be, and they hereby are,
approved, ratified and confirmed in all respects.
SECTION
6. This Resolution will be effective immediately
upon publication.
APPROVED
AND ADOPTED this 9th day of September, 2011
__________________________________
Kenneth O. Stinson, President
ATTEST:
________________________________
Mary
O. Vice, Secretary
It was moved by Director
Douga to authorize and empower President Stinson to execute the Amendment to
the Power Sales Contract between the Town of
President Stinson
announced that the following bids were received in answer to the “Notice to
Bidders” for the Dutch Substation Improvements:
E.P. Breaux Electrical Dacon
$161,510.00 $225,160.00
T&D Solutions Chain
Electric Co.
$250,856.90 $269,885.00
Upon the recommendation
of the Engineer, it was moved by Director Douga that bid award go to E.P.
Breaux Electrical, in the amount of $161,510.00. The motion was seconded by Director Merchant
and carried.
There being no further
business to come before the Governing Authority, it was moved by Director Douga
that the meeting be adjourned. The
motion was seconded by Director Merchant and carried.
____________________________
Kenneth
O. Stinson, President
ATTEST:
______________________________
Mary
O. Vice, Secretary