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09-16-2003 |
DATE, TIME, PLACE OF MEETING
The Calcasieu Parish School Board met in the Conference Room of the Calcasieu Parish School Board located at John J. Johnson, II Elementary School, 500 Malcolm Street, Lake Charles, Louisiana, on Tuesday, September 16, 2003, at 5:00 p.m. Gregory Robert, President, called the meeting to order. R. L. Webb led the prayer; Clara Duhon led the Pledge of Allegiance.
ROLL CALL
The roll was called and the following members were present: Joe A. Andrepont, Billy Breaux, Dale B. Bernard, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J.L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Philip Tarver and R.L. Webb.
MINUTES APPROVED
On motion by Mr. Andrepont, seconded by Mr. Duhon and unanimously carried, the minutes of the regular meeting of August 19, 2003, were approved as presented.
Supplemental Agenda
By general consent the Supplemental Agenda was included as part of the regular agenda.
Amend Agenda
On motion by Mr. Andrepont, seconded by Mr. Webb and carried, the agenda was amended to place “Recognitions and Condolences” prior to presentations.
RECOGNITIONS AND CONDOLENCES
Mrs. Duhon introduced Principal Betty Sims of John J. Johnson II Elementary School. She extended appreciation to Mrs. Sims and staff for their participation in preparation for the Board meeting. Mrs. Duhon introduced the project architect and his wife, Mr. and Mrs. Gayle Zembower. She expressed her appreciation to Gayle Zembower, Priola Construction Company and Harold Heath for an excellent job in constructing and managing the school project. She also thanked Mrs. Beloney and the food service staff for the delightful dinner and the entertainment presented by Verlin Chretien.
Mr. Andrepont expressed the same sentiments as Mrs. Duhon. He also requested a letter of condolence to Dale Schanz for the loss of her father-in-law and Dielle Barrentine for the loss of her grandfather. Mr. Andrepont requested a congratulatory letter to Robinson Construction for working on the Sulphur High School 9th grade project in the rain on Labor Day.
Mr. Breaux thanked everyone for the wonderful dinner and congratulated Mrs. Sims on the opening of the new John J. Johnson II Elementary School. He extended an invitation to the Board and staff to attend the welcoming party in honor of Captain Michelle Hagerich on September 22 at 8:15. Captain Hagerich is returning from military active duty to her teaching position at Maplewood Middle School.
Mr. Pitre expressed his appreciation for the wonderful dinner and complimented Mrs. Sims on the new school facility. He requested a letter of appreciation to Bessette Development and Larry Pittman, project superintendent, for the expedient manner in which they completed the Alfred M. Barbe High School stadium.
Reverend Franklin extended his appreciation for the dinner and congratulated Mrs. Sims, faculty and staff on the new school facility. He wished them success in their educational endeavor.
Mr. Duhon also thanked everyone for the great meal. He stated that it was a pleasure to conduct the Board meeting at the new John J. Johnson II Elementary School and it was rewarding to be in the schools.
Mr. LaRocque thanked food service and staff for the dinner and hospitality. He congratulated Mrs. Sims, faculty and staff on their new school. Mr. LaRocque requested that the Board meeting scheduled in February be held at the new Moss Bluff Middle School.
Ms. LaVergne congratulated Mrs. Sims, faculty and staff on their new school. She requested a letter of condolence to Louis Babineaux on the loss of his wife, Ida. Mr. Babineaux is a retired custodian from Washington-Marion High School. She also requested a congratulatory letter to Bessette Development and Terry Champagne for the excellent job in completing the projects at Combre-Fondel Elementary School and Jessie D. Clifton Elementary School.
Mr. Bernard extended his appreciation to Mrs. Beloney and staff for the delicious meal.
Mr. Robert stated that it was a pleasure to conduct the Board meeting at the new John J. Johnson II Elementary School. He also requested a letter of condolence to the family of Peggy Pugh.
PRESENTATIONSQuality ToolsTom Hatfield, PPG Quality Coordinator, presented to the Board the quality tools of PDSA, Plan Do Study Act.
The Board thanked Mr. Hatfield for his efforts and continued support.
Update on the Pre-Kindergarten Program Sheryl Piper, Pre-Kindergarten Coordinator, gave an overview of the Pre-Kindergarten Program.
The following points were discussed:
Ø Provide high-quality early childhood education. Ø Equip young children with oral language and readiness skills that will enhance kindergarten experiences. Ø Provide appropriate activities that enhance the cognitive, social, emotional and physical developmental areas.
Ø Starting Points (TANF) Ø 8g (Board of Elementary and Secondary Education – BESE) Ø Title I Ø LA 4 (TANF)
Ms. Piper stated that researchers estimated that for every $1 spent on high quality early childhood education, there is a savings of $7 in remediation/intervention costs.
After lengthy discussion and interest expressed in funding, waiting lists and long-term strategy and planning the Board recommended that the issue be addressed at the Curriculum and Instruction Committee.
CAE – TNT5 Conference
Judy Ellis and Pam Quebedeaux were present and extended an invitation to the Board to attend the Teaching and Technology Institute on Saturday, September 27, from 8:00 am to 3:00 pm. The Calcasieu Parish School System Technology Department, Calcasieu Association of Educators, Region V LACUE and Region V TLTC sponsor the conference. Highlights of the conference are:
· Hands-on technology workshops · Vendor exhibits and demonstrations
Amend Agenda
On motion by Mr. Pitre, seconded by Mr. Breaux and carried, item VII Take Appropriate Action was placed after presentations.
TAKE APPROPRIATE ACTION
Resolution Authorizing the Sale of Equipment Lease Refunding Certificates of Indebtedness
Lake Charles, Louisiana September 16, 2003
The Calcasieu Parish School Board, State of Louisiana, met in regular public session at John J. Johnson II Elementary School, 500 Malcolm Street, Lake Charles, Louisiana, at 5:00 o’clock p.m. on September 16, 2003, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.
President Gregory P. Robert, called the meeting to order and on roll call, the following members were present:
Joe A. Andrepont, Dale B. Bernard, Billy Breaux, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J. L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Phillip Tarver, and R. W. Webb
ABSENT: None
Jude W. Theriot, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.
Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Andrepont and seconded by Mrs. Duhon, was adopted by the following vote:
YEAS: Mr. Andrepont, Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms. LaVergne, Mr. Pitre, Mr. Robert, Dr. Stephens, Mr. Tarver, and Mr. Webb
NAYS: None
CERTIFICATE RESOLUTION
A resolution providing for the issuance, sale and delivery of TWO MILLION AND NO/100 ($2,000,000) DOLLARS Calcasieu Parish School Board Equipment Lease Refunding Certificates of Indebtedness, Series 2003; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for payment of the principal of and interest on such bonds and the application of the proceeds thereof to the refunding of that certain Master Lease Agreement dated September 10, 1998, together with any and all amendments or modifications thereto of the Issuer; and providing for other matters in connection therewith.
WHEREAS, the Calcasieu Parish School Board (the “Issuer”) has heretofore entered into a certain tax-exempt Master Lease Agreement dated September 10, 1998, as amended and modified, by and between the Issuer and Educational Building Systems, Inc., as Lessor, together with amendments, modifications and exhibits thereto, for lease of certain relocatable modular classrooms (the “Lease”), which Lease is payable over ten years, subject to annual appropriation of funds; and
WHEREAS, the Issuer, after examining available data, has determined that currently refunding the outstanding Lease obligation in accordance with the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, would be advantageous to the Issuer; and
WHEREAS, the Calcasieu Parish School Board has adopted a preliminary resolution on July 22, 2003, expressing its intention to issue equipment lease refunding Certificates of Indebtedness of the Issuer in an amount not to exceed $2,000,000 pursuant to the provisions of Chapter 14-A of Title 39, and Sections 2922 and 2923, et seq. of Title 33, of the Louisiana Revised Statutes of 1950, as amended (the “Act”);
WHEREAS, pursuant to the Act, it is now the desire of the Issuer to adopt this Certificate Resolution in order to provide for issuance by the Issuer of $2,000,000 principal amount of its Equipment Lease Refunding Certificates of Indebtedness, Series 2003 (the “Certificates”), for the purpose of currently refunding the outstanding Lease obligation, to fix the details of the Certificates and to sell the Certificates to the purchasers thereof;
WHEREAS, it is further necessary to provide for application of the proceeds of the Certificates and to provide for other matters in connection with payment or redemption of the Lease obligation;
WHEREAS, in connection with issuance of the Certificates, it is necessary that provision be made for payment of the principal and interest of the Lease obligation described in Exhibit A hereto;
WHEREAS, the Issuer desires to sell the Certificates to the purchasers thereof and to fix the details of the Certificates and the terms of the sale of the Certificates in accordance with the Certificate Purchase Agreement attached hereto as Exhibit B;
NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, State of Louisiana, that:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions. The following terms shall have the following meanings in this resolution unless the context otherwise requires:
“Act” shall mean Chapter 14-A of Title 39, and Sections 2922 and 2923, et seq. of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.
“Certificate” or “Certificates” shall mean any or all of the Equipment Lease Refunding Certificates of Indebtedness, Series 2003, of the Issuer, issued pursuant to this Certificate 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 Certificate. The Certificates shall be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the seven (7) year period during which the Certificates remain outstanding, above statutory, necessary and usual charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter.
“Certificate holder,” “Registered Owner,” or “Owner” shall mean the Person reflected as registered owner of any of the Certificates on the registration books maintained by the Paying Agent. Notwithstanding any provision of this Certificate Resolution to the contrary, the Insurer shall, at all times, be deemed an owner of all the Certificates for the purposes of consenting to any resolution supplementing or amending this Certificate Resolution, and shall be notified in advance of the adoption of any resolution supplemental or amendatory hereto whether or not the consent of the Owners is required.
“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.
“Certificate Obligation” shall mean, as of the date of computation, the principal amount of the Certificates then Outstanding.
“Certificate Resolution” shall mean the resolution authorizing issuance of the Certificates, as further amended and supplemented as herein provided.
“Bond Year” shall mean the one-year period ending on the principal payment date on the Certificates (July 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 offices of the Paying Agent is 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.
“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 Certificates, 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 charges for the preparation and distribution of a preliminary official statement and official statement, if paid by the Issuer, fees and disbursements of consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Certificates, 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 Certificates.
“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 Certificates and (ii) the principal amount of Certificates which mature during such period.
“Defeasance Obligations” shall mean (a) cash or (b) non callable Government Securities.
“Executive Officers” shall mean the President, Secretary and the Chief Financial Officer of the Calcasieu Parish School Board.
“Federal” shall mean the United States of America.
“Fiscal Year” shall mean the one-year period commencing on July 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 School Board of Calcasieu Parish, State of Louisiana, 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.
“Insurer” shall mean, with respect to the Certificates, MBIA Insurance Corporation, Armonk, New York, or its successor and assigns.
“Interest Payment Date” shall mean January 1 and July 1 of each year, commencing July 1, 2004.
“Lease” shall mean the tax-exempt Master Lease Agreement dated September 10, 1998, by and between the Issuer and Educational Building Systems, Inc., as Lessor, together with amendments, modifications and exhibits thereto, for lease of certain relocatable modular classrooms, which is being refunded by the Certificates, as more fully described in Exhibit A hereto.
“Outstanding” when used with reference to the Certificates, shall mean as of any date, all Certificates theretofore issued under the Certificate Resolution, except:
1. Certificates theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;
2. Certificates for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent or an escrow agent in trust for the owners of such Certificates with the effect specified in Section 11.1 of this Certificate Resolution, provided that if such Certificates are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to the Certificate Resolution, to the satisfaction of the Paying Agent, or waived;
3. Certificates in exchange for or in lieu of which other Certificates have been registered and delivered pursuant to the Certificate Resolution; and
4. Certificates alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in the Certificate Resolution or by law.
“Paying Agent” shall mean Argent Trust, a Division of National Independent Trust Company, Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Certificate Resolution, and thereafter “Paying Agent” shall mean such successor Paying Agent.
“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 the excess of annual revenues accruing to the budget of the Issuer, including Unreserved General Fund Balance of the Issuer, for the seven (7) year period during which the Certificates remain outstanding, above statutory, necessary and usual charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter.
“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 an Interest Payment Date, whether or not such day is a Business Day.
“State” shall mean the State of Louisiana.
“Underwriter” shall mean Stephens Inc., Baton Rouge, Louisiana.
“Unreserved Fund Balance” shall mean, with respect to the Issuer’s General Fund each Fiscal Year, current available financial resources available for spending for any lawful purpose, in accordance with Generally Accepted Accounting Principals (“GAAP”).
SECTION 1.2. Interpretation. In this Certificate 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 and (c) the title of the offices used in this Certificate Resolution shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.
ARTICLE II
AUTHORIZATION AND ISSUANCE OF CERTIFICATES
SECTION 2.1. Authorization of Certificates. This Certificate Resolution creates an issue of Certificates to be designated “Calcasieu Parish School Board Equipment Lease Refunding Certificates of Indebtedness, Series 2003,” and provides for the full and final payment of the principal of, and interest on all the Certificates.
(b) The Certificates issued under this Certificate Resolution shall be issued for the purpose of providing funds for payment in full on the date of issuance and delivery of the Certificates, of the principal of, and interest on the Lease.
(c) Provision having been made for the full payment and cancellation of the Lease, in accordance with its terms, it is hereby recognized and acknowledged that as of the date of delivery of the Certificates under this Certificate Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Lease, 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 Lease, and that the Lease will be terminated pursuant to the Act.
(d) The Issuer does hereby find that since substantial benefits will accrue from insurance of the Certificates, the Certificates are being insured by the Insurer and an appropriate legend shall be printed on the Certificates as evidence of such insurance. The cost of the Municipal Bond Insurance Policy shall be paid by the Issuer from proceeds of the Certificates.
SECTION 2.2. Certificate Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Certificates by those who shall own the same from time to time, the provisions of this Certificate Resolution shall be a part of the contract of the Issuer with the Owners of the Certificates and shall be deemed to be and shall constitute a contract between the Issuer and the Owners from time to time of the Certificates. 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 Certificates, each of which Certificates, 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 Certificate Resolution.
SECTION 2.3. Obligation of Certificates. The Certificates 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 Certificates in principal, premium, if any, and interest as they shall become due and payable, and for other purposes hereinafter set forth in this Certificate 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 Certificates, in principal, premium, if any, and interest and for all other payments provided for in this Certificate Resolution until such Certificates 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 $2,000,000 principal amount of Certificates to be designated “Equipment Lease Refunding Certificates of Indebtedness, Series 2003,” for the purpose of currently refunding the Lease. The Certificates shall be in substantially the form set forth in Exhibit C hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Certificate Resolution.
SECTION 2.5. Denominations, Dates, Maturities and Interest. The Certificates are issuable as fully registered Certificates without coupons in the denominations of $5,000 principal amount or any integral multiple thereof within a single maturity, and shall be numbered R-00l upwards.
The Certificates shall be dated October 15, 2003, shall bear interest payable on January 1 and July 1 of each year, commencing July 1, 2004, at the rates per annum and annual principal maturities set forth in the final Official Statement to be approved by the Executive Officers, and shall mature on July 1 in the years and in the principal amounts set forth below:
DATE PRINCIPAL INTEREST (July 1) PAYMENT RATE 2004 $ 280,000 3.00% 2005 270,000 3.00% 2006 275,000 3.00% 2007 285,000 3.00% 2008 290,000 3.00% 2009 295,000 3.00% 2010 305,000 3.15%
The principal and premium, if any, of the Certificates are 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 corporate trust office of the Paying Agent, upon presentation and surrender thereof. Interest on the Certificates 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, Certificates 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 Certificates due on any Interest Payment Date, then all such Certificates shall bear interest at their stated rate from the most recent Interest Payment Date to which interest has been paid on the Certificates, or if no interest has been paid on the Certificates, from their dated date. The person in whose name any Certificate 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 Certificate has been called for redemption on a redemption date which is prior to such Interest Payment Date) notwithstanding cancellation of such Certificate upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
ARTICLE III
GENERAL TERMS AND PROVISIONS OF THE CERTIFICATES
SECTION 3.1. Exchange of Certificates; Persons Treated as Owners. The Issuer shall cause books for the registration and transfer of the Certificates as provided in this Certificate Resolution to be kept by the Paying Agent at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Certificates. At reasonable times and under reasonable regulations established by the Paying Agent 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 Certificates.
Upon surrender for registration of transfer of any Certificate, the Paying Agent shall register and deliver in the name of the transferee or transferees one or more new fully registered Certificates of authorized denomination of the same maturity and like aggregate principal amount. At the option of the Owner, Certificates may be exchanged for other Certificates of authorized denominations of the same maturity and like aggregate principal amount, upon surrender of the Certificates to be exchanged at the principal corporate trust office of the Paying Agent. Whenever any Certificates are so surrendered for exchange, the Paying Agent shall register and deliver in exchange therefor the Certificate or Certificates, which the Certificate holder making the exchange shall be entitled to receive. All Certificates 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, 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 for any exchange or registration of transfer of Certificates. The Paying Agent may require payment by the person requesting an exchange or registration of transfer of Certificates 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 shall not be required (a) to issue, register the transfer of or exchange any Certificate during a period beginning at the opening of business on the fifteenth calendar day of the month next preceding an Interest Payment Date or any date of selection of Certificates 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 Certificate so selected for redemption in whole or in part.
All Certificates delivered upon any registration of transfer or exchange of Certificates shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Certificate Resolution as the Certificates surrendered. Prior to due presentment for registration of transfer of any Certificate, the Issuer and the Paying Agent, and any agent of the Issuer or the Paying Agent may deem and treat the person in whose name any Certificate is registered as the absolute owner thereof for all purposes, whether or not such Certificate shall be overdue, and shall not be bound by any notice to the contrary.
SECTION 3.2. Certificates Mutilated, Destroyed, Stolen or Lost. In case any Certificate 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 Certificate in exchange for and substitution for such mutilated or improperly canceled Certificate, or in lieu of and substitution for the Certificate destroyed, stolen or lost, upon the Owner (i) furnishing the Issuer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the Issuer and the Paying Agent, (ii) giving to the Issuer and the Paying Agent an indemnity bond in favor of the Issuer and the Paying Agent 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 may incur. All Certificates so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section 3.4 hereof. If any Certificate shall have matured or be about to mature, instead of issuing a substitute Certificate, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Certificate be lost, stolen or destroyed, without surrender thereof any such duplicate Certificate 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 Certificate be at any time found by anyone. Such duplicate Certificate shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause: “This Certificate is issued to replace a lost, canceled or destroyed Certificate under the authority of R.S. 39:971 through 39:974.”
Such duplicate Certificate may be signed by the facsimile signatures of the same officers who signed the original Certificates, provided, however, that in the event the officers who executed the original Certificates are no longer in office, then the new Certificates may be signed by the officers then in office. Such duplicate Certificates 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 Certificates hereunder, the obligation of the Issuer upon the duplicate Certificates being identical to their obligations upon the original Certificates and the rights of the Owner of the duplicate Certificates being the same as those conferred by the original Certificates.
SECTION 3.3. Preparation of Definitive Certificates, Temporary Certificates. Until the definitive Certificates are prepared, the Issuer may execute, in the same manner as is provided in Section 3.5, and deliver, in lieu of definitive Certificates, but subject to the same provisions, limitations and conditions as the definitive Certificates except as to the denominations, one or more temporary typewritten Certificates substantially of the tenor of the definitive Certificates in lieu of which such temporary Certificate or Certificates are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to temporary Certificates.
SECTION 3.4. Cancellation of Certificates. All Certificates paid or redeemed either at or before maturity, together with all Certificates purchased by the Issuer, shall thereupon be promptly cancelled by the Paying Agent. The Paying Agent shall thereupon promptly furnish to the Executive Officers an appropriate certificate of cancellation.
SECTION 3.5. Execution. The Certificates shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the President and Secretary, and the corporate seal of the Calcasieu Parish School Board (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 Certificates shall cease to be such officer before the Certificates so signed and sealed shall have been actually delivered, such Certificates may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Certificates had not ceased to hold such office. Said officers shall, by the execution of the Certificates, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Certificates 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 Certificate, notwithstanding that at the date of such Certificate such person may not have held such office or that at the time when such Certificate shall be delivered such person may have ceased to hold such office.
SECTION 3.6. Registration by Paying Agent No Certificate shall be valid or obligatory for any purpose or entitled to any security or benefit under this Certificate Resolution unless and until a certificate of registration on such Certificate shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Certificate shall be conclusive evidence that such Certificate has been executed, registered and delivered under this Certificate Resolution.
SECTION 3.7. Regularity of Proceedings. The Issuer, having investigated the regularity of the proceedings had in connection with issuance of the Certificates, and having determined the same to be regular, each of the Certificates shall contain the following recital, to-wit: “It is certified that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State.”
ARTICLE IV
PAYMENT OF CERTIFICATES; DISPOSITION OF FUNDS
SECTION 4.1. Deposit of Funds With Paying Agent. The Issuer covenants that it will deposit or cause to be deposited with the Paying Agent from the Pledged Revenues or other funds available for such purpose, at least one (1) Business Day in advance of the date on which payment of principal, premium, if any, and/or interest falls due on the Certificates, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.
SECTION 4.2. Issuer’s Obligation. The Issuer does hereby obligate itself to budget annually a sufficient sum of money to pay the Certificates and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on all outstanding Certificates and Certificates of Indebtedness, after payment in such years of all statutory, necessary and usual charges, until all of the Certificates have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereof. It shall be specifically understood and agreed, however, and this provision shall be made a part of this contract, that after the funds have actually been set aside out of the revenues of any year sufficient to pay the principal of and the interest on the Certificates for that year and such funds have been deposited in a Sinking Fund, then any excess of annual revenues remaining in that year shall be free for expenditure by the Issuer for other lawful purposes.
SECTION 4.3. Funds and Accounts. In order that the principal of and interest on the Certificates will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows: The excess of annual revenues of the Issuer above statutory, necessary and usual charges constituting Pledged Revenues shall be deposited the credit of the Issuer, in separate and special bank accounts established and maintained with the regularly designated fiscal agent of the Calcasieu Parish School Board and designated “Equipment Lease Refunding Certificate Sinking Fund” (the “Sinking Fund”). Funds 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 on, and redemption premium, if any, of the Certificates. Said fiscal agent shall transfer from said Sinking Fund to the paying agent bank or banks for all Certificates payable from said fund, at least one (1) Business Day 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 Certificate proceeds representing accrued interest, if any, shall be invested in Government Securities, maturing prior to the first interest payment date of the Certificates as herein provided. 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 4.4. Funds to Constitute Trust Funds. The Sinking Fund provided for in Section 4.3 hereof shall all be and constitute a trust fund for the purposes provided in this Certificate Resolution, and the Owners of Certificates issued pursuant to this Certificate Resolution are hereby granted a lien on all such funds 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 funds in the manner required by the laws of the State.
SECTION 4.5. Method of Valuation and Frequency of Valuation. In computing the amount in any fund provided for in Section 4.3, investments shall be valued at the lower of the cost or the market price, exclusive of accrued interest. With respect to the Sinking Fund 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.
ARTICLE V
REDEMPTION OF CERTIFICATES
SECTION 5.1. Redemption of Certificates. The Certificates shall not be callable for redemption prior to their stated maturities.
ARTICLE VI
PARTICULAR COVENANTS, ADDITIONAL CERTIFICATES
SECTION 6.1. Obligation of the Issuer in Connection with Issuance of the Certificates. As a condition of the issuance of the Certificates, the Issuer hereby binds and obligates itself to: (a) pay on the date of issuance of the Certificates, the principal of, premium, if any, and interest on the Lease; and (b) deposit in trust with the Paying Agent such amount of the proceeds of the Certificates as will enable the Paying Agent to pay the costs properly attributable to the establishment and administration of the Sinking Fund.
SECTION 6.2. Payment of Certificates. 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 of every Certificate and the interest thereon, at the dates and places and in the manner stated in the Certificates according to the true intent and meaning thereof.
SECTION 6.3. 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 Certificates under the Code. The Issuer shall not take any action or fail to take any action, nor shall they permit at any time or times any of the proceeds of the Certificates 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 Certificate to be an “arbitrage bond” as defined in the Code or would result in the inclusion of the interest on any Certificate in “gross income” under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Certificates, (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 Certificates in a manner which would cause the Certificates to be “private activity bonds” under the Code. (B) The Issuer shall not permit at any time or times any proceeds of the Certificates 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 Certificate 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 Certificate.
(D) The Certificates herein authorized are designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and determines that:
(i) the Certificates are not “private activity bonds” within the meaning of the Code; (ii) upon original issue, the Lease was designated a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code;
(iii) the amount of the Certificates does not exceed the outstanding amount of the Lease;
(iv) the average maturity date of the Certificates is not later than the average maturity date of the Lease;
(v) the maturity date of the Certificates is not later than 30 years after the date the Lease obligation originated; and
(vi) the face amount of the Certificates does not exceed $10,000,000.
SECTION 6.4. Issuer to Maintain Books and Records. So long as any of the Certificates 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, 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 Certificates.
SECTION 6.5. Pledged Revenues Not Encumbered. As of this date, the Pledged Revenues are not pledged or encumbered in any way, except to the payment of the Lease and other excess revenue certificates previously or simultaneously issued by the Issuer.
ARTICLE VII
SUPPLEMENTAL CERTIFICATE 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 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 Certificate Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Certificate Resolution as theretofore in effect; (b) to add to the limitations and restriction in the Certificate Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Certificate 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 Certificate 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 Certificate Resolution; (d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of the Certificate Resolution; or (e) to insert such provisions clarifying matters or question arising under the Certificate Resolution as are necessary or desirable and are not contrary to or inconsistent with the Certificate 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 Certificate Resolution or of the rights and obligations of the Issuer and of the Owners of the Certificates hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Certificate 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 Certificate 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 Certificate, or shall reduce the percentages of Certificates 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 Certificates as provided herein, without the consent of the Owners of all of the Certificates then outstanding, or shall change or modify any of the rights or obligations of either the Paying Agent without its written assent thereto. For purposes of this Section, Certificates shall be deemed to be affected by a modification or amendment of the Certificate Resolution if the same adversely affects or diminishes the rights of the Owners of said Certificates.
ARTICLE VIII
PARITY CERTIFICATES
SECTION 8.1. Issuance of Parity Certificates. All of the Certificates shall enjoy complete parity of lien on the Pledged Revenues despite the fact that any of the Certificates may be delivered at an earlier date than any other of the Certificates. The Issuer may issue other Certificates or obligations payable from or enjoying a lien on the Pledged Revenues on a parity with the Certificates.
ARTICLE IX
REMEDIES ON DEFAULT
SECTION 9.1. Events of Default. If one or more of the following events (in this Certificate 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 Certificate 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 Certificate 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 Certificate Resolution, any supplemental resolution or in the Certificates contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by the Insurer or the Owners of not less than 25% of the Certificate Obligation (as defined in the Certificate 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 Certificates 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 Certificates be accelerated. All remedies shall be cumulative with respect to the Paying Agent and the Owners; if any remedial action is discontinued or abandoned, the Paying Agent and the Owners shall be restored to the former positions.
ARTICLE X
CONCERNING FIDUCIARIES
SECTION 10.1. Paying Agent; Appointment and Acceptance of Duties. The Issuer will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Certificate Resolution. The designation of Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by the Certificate Resolution by executing and delivering an acceptance of its rights, duties and obligations as Paying Agent set forth herein in form and substance satisfactory to the Issuer.
SECTION 10.2. Successor Paying Agent. Any successor Paying Agent shall be a trust company or bank in good standing, located in or incorporated under the laws of 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 shall become effective until a successor has been appointed and has accepted the duties of Paying Agent. Every successor Paying Agent appointed pursuant to this Section shall be a trust company or bank in good standing located in or incorporated under the laws of the State, and duly authorized to exercise trust powers and subject to examination by federal or state authority.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Evidence of Signatures of Certificateholders and Ownership of Certificates. (a) Any request, consent, revocation of consent or other instrument which the Certificate 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 Certificates shall be sufficient for any purpose of the Certificate 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 Certificates and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent.
(b) Any request or consent by the Owner of any Certificate shall bind all future Owners of such Certificate in respect of anything done or suffered to be done by the Issuer or the Paying Agent in accordance therewith.
SECTION 11.2. Moneys Held for Particular Certificates. The amounts held by the Paying Agent for the payment due on any date with respect to particular Certificates 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 Certificates entitled thereto.
SECTION 11.3. Parties Interested Herein. Nothing in the Certificate 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 and Owners of the Certificates any right, remedy or claim under or by reason of the Certificate Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Certificate Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent and Owners of the Certificates.
SECTION 11.4. No Recourse on the Certificates. No recourse shall be had for payment of the principal of or interest on the Certificates or for any claim based thereon or on this Certificate Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Certificates.
SECTION 11.5. Successors and Assigns. Whenever in this Certificate 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 Certificate Resolution contained by or on behalf of the Issuer shall bind and enure to the benefit of its successors, and assigns whether so expressed or not.
SECTION 11.6. Subrogation. In the event the Certificates 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 Lease.
SECTION 11.7. Severability. In case any one or more of the provisions of the Certificate Resolution or of the Certificates 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 Certificate Resolution or of the Certificates, but the Certificate Resolution and the Certificates 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 Certificate Resolution, which validates or makes legal any provision of the Certificate Resolution or the Certificates which would not otherwise be valid or legal shall be deemed to apply to this Certificate Resolution and to the Certificates.
SECTION 11.8. Publication of Certificate Resolution; Peremption. This Certificate 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. For thirty days after the date of publication, any person in interest may contest the legality of this Certificate Resolution, any provision of the Certificates, the provisions therein made for the security and payment of the Certificates and the validity of all other provisions and proceedings relating to the authorization and issuance of the Certificates. After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of this Certificate Resolution, any provisions of the Certificates to be issued pursuant hereto, the provisions for the security and payment of the Certificates and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever. Thereafter, it shall be conclusively presumed that the Certificates are legal and that every legal requirement for the issuance of the Certificates has been complied with. No court shall have authority to inquire into any of these matters after the said thirty days.
SECTION 11.9. Execution of Documents. In connection with issuance and sale of the Certificates, the Executive Officers are each authorized, empowered and directed to execute on behalf of the Issuer such documents, certificates and instruments as they may deem necessary, upon the advice of Bond Counsel, to effect the transactions contemplated by this Certificate 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.
SECTION 11.10. Recordation. A certified copy of this Certificate Resolution shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of Calcasieu, State of Louisiana.
ARTICLE XII
SALE OF CERTIFICATES
SECTION 12.1. Sale of Certificates. The award and sale of the Certificates to the Underwriter at a price of $2,015,547.45 (representing principal of $2,000,000, plus a reoffering premium of $38,203.95, plus accrued interest in the amount of $1,343.50, less $24,000.00 Underwriters’s Discount), and under the terms and conditions set forth in the Certificate Purchase Agreement attached hereto as Exhibit B, is hereby ratified and confirmed. After their execution and authentication by the Paying Agent, the Certificates 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, on behalf of the Issuer, to 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 Certificate Resolution or to facilitate the sale of the Certificates.
SECTION 12.2. Official Statement. The Issuer hereby approves the form and content of the Official Statement pertaining to the Certificates, as submitted to the Issuer, and hereby ratifies its prior use in connection with the sale of the Certificates. The Issuer further authorizes and directs execution thereof by the Executive Officers and delivery of such final Official Statement to the Underwriter for use in connection with the public offering of the Certificates.
SECTION 12.3. Executive Officers Determine Certificate 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 Underwriters for purchase of the Certificates as expressly set forth in the Certificate Purchase Agreement, provided (i) a policy of municipal bond insurance is obtained for the Certificates, and (ii) the offer of purchase by the Underwriters is received by the Executive Officers by not later than September 16, 2003, and such offer sets an average interest rate of more than 3.5% per annum, and a sales price of the Certificates at not less than 98.8% of the par value thereof (exclusive of bond insurance premium), plus accrued interest to the date of delivery of the Certificates. The Executive Officers may, in their discretion, establish on behalf of the Issuer the par value of the Certificates, the interest rates payable thereon a |