DATE, TIME, PLACE OF MEETING

 

The Calcasieu Parish School Board met in the Board Room of the Calcasieu Parish School Board, located at 3310 Broad Street, Lake Charles, Louisiana, 70615, on Tuesday, November 3, 2009, at 4:45 p.m. The meeting was called to order by Elray Victorian, President. The prayer was led by James Karr. The Pledge of Allegiance was led by Caitlin Kuyper and Kelly Nortman, students at DeQuincy High School.

 

ROLL CALL

 

The roll was called and the following members were present: Joe Andrepont, Annette Ballard, Dale Bernard, Billy Breaux, Randy Burleigh, Mack Dellafosse, Chad Guidry, Fred Hardy, Bill Jongbloed, James Karr, Bryan LaRocque, Jimmy Pitre, and Elray Victorian, R.L. Webb.

 

Clara Duhon was absent.

 

MINUTES APPROVED

 

On a motion by Mr. Karr and seconded by Mr. Andrepont, the Minutes of the regular meeting of October 6, 2009 were approved.

          

On a motion by Mr. Burleigh and a second by Mr.Karr, the Supplemental Agenda was accepted as a part of the Regular Agenda, by unanimous vote.

 

PRESENTATIONS

 

 4-H Presentation

 

Trent Guidry, Calcasieu Parish County Agent, introduced the following to the Board:

Brandon Guillory, State 4-H President

Chris Trahan, presenting the subject of Shooting Sports

Helen Page and Amy Andrews, presenting the subject of the School Gardening Program

 

Mr. Victorian recognized a visiting group of Boy Scouts.

 

PERSONNEL PACKET/EXECUTIVE SESSION

 

On a motion by Mr. Andrepont and second by Mr. Burleigh, the Board adjourned into Executive Session at 5:10 p.m.; Regular Session resumed at 6:31 p.m.

 

 

 

 

On a motion by Mr. Andrepont to settle the Civil Claim Docket #2009-1018, with a second by Mr. Breaux, the motion carried. ,

 

PERSONNEL PACKET/TAKE APPROPRIATE ACTION

 

Mr. Anderson asked for a motion to accept the Personnel Packet, as presented. On a motion by Mr. Burleigh and second by Mr. Karr, the motion carried.

 

Mr. Anderson asked for a motion supporting the following recommendations:

 

Carol Shelton as Temporary Principal at DeQuincy Elementary; on a motion by Mr. Karr and second by Mr. Burleigh, the motion carried.

 

Robert Pete as Temporary Assistant Principal at Washington-Marion High School; on a motion by Mr. Hardy and second by Mr. LaRocque, the motion carried. Mr. Pete will begin this position in January of 2010.

 

Mary Morris, as a concerned citizen, spoke to the Board regarding the appointment at Washington-Marion High School. Several Board Members replied regarding the relevance of her presentation.

 

 

NAME

POSITION

LOCATION

DATES

ADDITIONAL INFORMATION

RESIGNATION

 

 

 

 

Wilman Madison

Bus Driver

Headstart

10/23/09

Personal reasons

Susanne Jones

Teacher

St. John Elementary

11/30/09

Spouse transferred

Sandra Manela

Teacher Aide

Iowa High

10/02/09

Accepted other employment

Dominque Tillman

Custodian

Sulphur High

09/30/09

Personal reasons

Thomas Carrier

Custodian

Ralph Wilson Elementary

09/30/09

Personal reasons

Terri Weber

Teacher

Dolby Elementary

10/07/09

Personal reasons

Lori Cole

Bus Driver

Nelson Elementary

10/16/09

Personal reasons

Angela Walker

Teacher

Combre/Fondel Elementary

10/12/09

Personal reasons

Saundra Hebert

Bus Driver

F. K. White Middle

10/09/09

Personal reasons

Stacie Brown

Teacher

Kennedy Elementary

10/13/09

Personal reasons

Jamie Manuel

Teacher Aide

Sulphur High

10/16/09

Personal reasons

Dorothy Bryant

Cafeteria Technician

Pearl Watson Elementary

10/14/09

Personal reasons

Karen Thomas

Bus Aide

Brentwood Elementary

10/16/09

Personal reasons

Arturo Cruz

Teacher

Frasch Elementary

10/16/09

Personal reasons

Sarah Johnson

Cafeteria Technician

Gillis Elementary

10/21/09

Personal reasons

Pauline Outerbridge

Bus Aide

Headstart

10/21/09

Personal reasons

RETIREMENT

 

 

 

 

Betty Gaines

Teacher

Western Heights Elementary

09/29/09

 

RETIREMENT

 

 

 

 

Mark Bowman

Custodian

LaGrange High

10/02/09

 

Joan Duhon

Bus Driver

Washington-Marion High

10/02/09

 

Gladys Duhon

Printer Technician

Printshop

09/30/09

 

Helen Savant

Teacher

DeQuincy Elementary

10/01/09

 

Helen Morein

Clerk

Curriculum & Instruction Dept.

12/31/09

 

Sherman Lubin

Truck Driver

School Lunch

12/08/09

 

Rena Buffington

Bus Driver

Moss Bluff Middle

01/12/10

 

RETIRE-REHIRE

 

 

 

Janet Manuel

Teacher

Iowa High

Retire:  12/13/09   Rehire:  12/15/09

 

MATERNITY LEAVE

 

 

 

Kelly Petross

Teacher

Sulphur High

1/4/10-3/3/10

Due Date:  1/7/10

Kori Hebert

Cafeteria Technician

Vinton High

11/20/09-2/22/10

Due Date:  12/16/09

Chasity Jenkins-Stewart

Instructional Coach

Curriculum & Instruction Dept.

10/6/09-12/7/09

Due Date:  10/15/09

LEAVE WITHOUT PAY

 

 

 

Janice Ritter

Teacher

LeBleu Settlement Elementary

11/2/09-5/31/10

 

Stacy Lavoi

Librarian

Kaufman Elementary

11/9/09-12/18/09

 

PROFESSONAL DEVELOPMENT

 

 

 

Crystal Deshotel

Teacher

St. John Elementary

Spring 2009-2010

 

Marlene Johnson-Marks

Teacher

J. I. Watson Middle

Spring 2009-2010

 

MEDICAL LEAVE

 

 

 

Daisy Cole

Teacher

Western Heights Elementary

Fall 2009-2010

Beginning 10/5/09

Cynthia Manuel

Teacher

S. P. Arnett Middle

Spring 2009-2010

 

RECOMMENDATIONS

 

 

 

Recommend

Temporary Assistant Principal

Washington-Marion High

 

 

Recommend

Temporary  Principal

DeQuincy Elementary

 

 

 

 

 

Mr. Anderson asked for a motion to advertise for the following position:

 

Temporary Assistant Principal at LaGrange High School; on a motion by Mrs. Ballard and second by Mr. LaRocque, the motion carried.

 

COMMITTEE REPORTS

 

C&I Committee, October 28, 2009, Bill Jongbloed, Chair

 

 

Committee Members Present:  Bill Jongbloed, Chair, Billy Breaux, Fred Hardy, Randy Burleigh, Annette Ballard, James Karr, Mack Dellafosse

 

Other Board Members Present:  Elray Victorian, Clara Duhon, Dale Bernard

 

Mr. Jongbloed read the following report from the committee meeting. The meeting was for informational purposes only.

 

AGENDA

 

The C&I Committee Meeting was called to order at 4:45 p.m. by Mr. Jongbloed, Chairman.  ­­­­­­­­­­­­­­­Mr. Karr opened with prayer followed by the Pledge of Allegiance led by Randy Burleigh.

 

A quorum was present.

 

Dr. George Reado, Director of Elementary Curriculum, presented to the committee.

 

INTRODUCTORY STATEMENT ON KINDERGARTEN REDESIGN

 

I would like to take this opportunity to thank you for placing this item on the agenda and allowing me to make an opening statement prior to responding to questions and concerns regarding this process.

 

I have always believed in the old concept that says hind site is 20/20.  I apologize for two factors.  First, for some of our teachers, having the introduction to the curriculum alignment was too close to the day before school opened.  We would love to have had the entire day, but the district had Dr. Wong presenting in the morning which left us with just the afternoon.

 

Truly we realized a half day was not adequate time to cover every detail. As a result each Elementary Consultant was required to meet with the teachers at each of their schools to clearly define the changes in the alignment process and answer any questions as well as address any concerns.  This process was completed by each of the seven Consultants before the end of the first six weeks period.

 

Please allow me the opportunity to clarify, what was known as the Redesign, process in our district. 

 

1.        It is not program; it is only a support mechanism that aligns the curriculum to assure that the district follows the mandates of the Louisiana State Department of Education. We recognize that the bar has been raised to a much higher level in the last few years by the state as a result of the GLEs and the Comprehensive Curriculum, but we as a Department had not adjusted our local guidelines to meet these standards.

 

2.        Two years ago, the CPSB adopted a new Reading Series for K-5 students.  We had the company to inservice all of our teachers on this new series.

 

3.        In 2004 the State of Louisiana provided us with the Grade Level Expectations which have been in place for 5 years, and followed by the Comprehensive Curriculum in 2005 that provided us with the mandates for all grades.  This document was most recently updated in 2008.

 

So exactly what is this alignment for accountability/Redesign all about and what did the Elementary Department do for teachers in terms of support?  Keeping in mine that our primary purpose is to evaluate and provide support to teachers in grades K-5 ensuring that local and state Accountability guidelines and expectations are being met. (With that being said, what is new this year?)

 

1.        First, we took the adopted text and the state’s Grade Level Expectations and mapped the curriculum.  This document provided teachers with what is required to be taught from the beginning of the school year through the end of the session.  This took the department over a year and a half to complete.

 

2.        Second, we strongly felt that parents need to know what is expected of their children, where they are doing well and where improvement is needed.  Therefore we developed a letter to go home with the students at the end of each six weeks period clearly explaining the required areas of strength as well as areas where improvement is needed.

 

3.        Third, parents needed to know the progress of their children more than every twelve weeks; as a result we developed a six weeks progress report which mirrors the reporting process in grades 1-12, defining clearly what is being taught and how their child is progressing.

 

4.        Fourth, kindergarten teachers developed what is called STARS, (Strategies to Achieve Remarkable Success). These are activities that teachers give to parents to help their children at home with the identified skills that require additional assistance.  The activities are found on the CPSB blackboard each six weeks period.

 

5.        Fifth, in order to maintain records of student achievement, we asked kindergarten teachers to record in their grade books documentation to justify the indicators placed on the progress report.  In grades 1-5, we require 10 grades per core subject.  However, we set no specific number for kindergarten teachers as we feel teacher judgment, using the rubric provided with the teachable content would be sufficient.

 

6.        Six, we strongly encourage grouping.  Grouping merely allows teachers to work with students on their developmentally appropriate levels.  Students who have had Pre-K experience generally come with more skills and basic knowledge of many of the GLE requirements; therefore, we must adjust the content to meet their needs. There are those that come to us with no Pre-K background and are struggling with local and state expectations, another group that we must accommodate.  Finally, there are students that come to us that are very advanced, many of whom are reading fluently and with comprehension; here again is another group we must address.  It is very important to remember that whole class instruction will not address the needs of all of these students.

 

7.        And finally number seven, nap time is defined by the State Department of Education as “rest time/quiet activities”.  We did not tell our teachers students could not nap.  However, we ask that we

stay within the state requirements of 15% which equates to 57 minutes using the districts’ instructional day.  Every child does not need to sleep at the same time. Cutting off the lights for periods as long as 2 hours, which has been observed in some classes, is totally unfair to meeting the needs of students.  Rather, we recommend that while some may be taking a nap, the teacher can work with struggling learners in a group setting, while yet others can be involved in center activities.  Students should not be punished because they do not go to sleep with the entire class.

 

These seven steps define the Elementary Curriculum and Instruction Department’s objective in developing the alignment to state accountability. Other curriculum matters are based on the adopted text and the Louisiana Comprehensive Curriculum both of which are mandates beyond our control.

 

It is the district’s belief that all children are important to us; I fully believe this.  The entire process of education is all about meeting the needs of children.  When we loose sight of this mission no one suffers but the children.

 

The Superintendent directed me to conduct a plus/delta and added a third category which is entitled “your solutions.”  We have read each and every one of the over one hundred and seventy surveys received.  Suggestions received from the teachers that are within our guidelines to reevaluate and adjust, and many of them are, I assure you will be done.

 

We just completed an online survey for kindergarten teachers where they were given the opportunity to tell us what areas we can provide hands-on direction and assistance to improve their instructional programs.  Three staff development inservices are being planned by our department to meet the needs of those that responded to the survey.

 

Accountability is here to stay.  We cannot do the same things over and over and expect different results. Change comes with frustration to many and to others it is a pleasure.

 

I would also like to thank the many Principals who requested that we add more structure to the kindergarten program and provide more accountability assurances in following the Grade Level Expectations and the Comprehensive Curriculum.

 

It was my vision, after receiving the Superintendents directive that it would take a minimum of 3 academic school years to fully develop and deliver a developmentally appropriate plan of instruction at the kindergarten level.  Again we have listened to the kindergarten teachers’ suggestions and concerns. Any and all that are within our power and in the best interest of children will be addressed appropriately as well as timely.

 

Mr. Breaux addresses concerns stakeholders input. Understands Kindergarten teachers extremely upset and consider leaving.

1.        Grouping

2.        Volume of work

3.        Amount of paperwork

4.        What will validate a grade

5.        Stakeholders input

6.        Intimidation

7.        Teachers hit with this day before school

 

Dr. Reado addresses concerns. He too has concerns of stakeholders input and is not pleased with the results of the pilot program. Dr. Reado feels that this is a work process that is ongoing.

 

Mr. Breaux stated that proper training is needed. Students need to be caught while they are young. Need to take a step back. Have a manageable change, as apposed to fixing everything at one time. Don’t come in and just rename the program. Have paraprofessionals help with paperwork, this would take a big load off of the teachers.

 

Dr. Reado stated that students come to the class in 3 subgroups: a Pre K with experience, a Pre K that has no idea, and a Pre K that might be reading. Consultants are truly doing their job.

 

Mr. Breaux ask: “What schools have been in alignment since 2004?”

 

Dr. Reado stated that Dolby and LeBleu Settlement have been in alignment since 2004.

 

Mr. Victorian stated that the state dedicates the mandates and feels that aides could be used to help teachers. He sees the need for grouping. Pre K is not mandatory, but feels that it will eventually be mandatory.

 

Ms. Ballard stated that it will take everyone working together. It will take 3 to 5 years. Require mutual respect.

 

Ms. Duhon stated that she was excited that Kindergarten is going into a new direction. We need to move forward. We must be ready to meet the needs of the children.

 

Mr. Hardy stated that children have a good guidance tool. Blackboard is a good organizational tool.

 

Mr. Dellafosse stated that he feels the teachers will be on board.

 

Dr. Reado stated that teachers have been doing progress reports. The consultants have enhanced the progress reports.

 

Mr. Dellafosse understands the problems with large classes and that grouping is encouraged. We will support in any way that we can. Is all paperwork necessary?

 

 

Dr. Reado stated that with RTI, whole class instruction will not meet the needs of the children.

                Progress Reports will eventually be ready online for the teacher to readily send out.

 

Mr. Karr stated that this is a work in progress. He asked if problems had been addressed and are the teachers aware of what is going on at this time? He stated that rest time is not sufficient rest time.

 

Dr. Reado stated that rest time is to be 15% of the instructional day. Instructional time is 380 minutes a day. Dr. Reado stated that inservice time and dates are being worked out and that there will be three ½ days of inservice. We can control how we assist teachers at the local level. Structure is primarily coming from the state.

 

Mr. Karr stated that teachers are very professional and he feels that 90% of teachers are on board.

 

Mr. Burleigh stated that:

 

1.        There is not enough information

2.        Front end loading

3.        Is a lack of meaningful 2 way communication

4.        Intimidation

5.        There is a need to find extra help

6.        A need to do a better job of listening to our stakeholders.

 

Mr. Hardy stated we are moving in the right direction. Data is very important.

 

Jean Johnson, President of Calcasieu Federation of Teachers addressed the committee.

 

A motion to adjourn was made at 6:30 p.m. by Mr. Karr, seconded by Ms. Ballard, and carried. 

 

After Mr. Jongbloed read the report, Dr. Reado answered questions from the Board. Mr. Breaux said that he had been visited by several teachers regarding their concerns. He made a motion to pull the progam and send it back to the six pilot schools to have it redefined and then reimplemented next school year. Mr. Guidry seconded the motion. On a vote:

For: Mr. Breaux, Mr. Guidry

Against: Mr. Webb, Mr. Hardy, Mrs. Ballard, Mr. Bernard, Mr. Jongbloed, Mr. Dellafosse, Mr. Pitre, Mr. Burleigh, Mr. Karr, Mr. Andrepont, Mr. LaRocque

The motion did not carry.  

 

 

TAKE APPROPRIATE ACTION

    

A.  Resolution Ordering and Calling a Special Election for School District 34

 

On a motion to approve by Mr. Jongbloed and second by Mrs. Ballard, the motion carried.

 

 SEQ CHAPTER \h \r 1                                                                                                                                Lake Charles, Louisiana

                                                                                                                                November 3, 2009

 

The Parish School Board of Calcasieu Parish, Louisiana, governing authority of School District No. 34 of Calcasieu Parish, Louisiana, met in regular public session at 4:45 o’clock p.m. on Tuesday, November 3, 2009, at the regular meeting place of said Board in the Calcasieu Parish School Board Office, 3310 Broad Street, Lake Charles, Louisiana, pursuant to the provisions of written notice given to each and every member thereof and duly posted in the manner required by law.

President, Elray Victorian, called the meeting to order and on roll call, the following members were present:

Joe A. Andrepont, Annette Ballard, Dale B. Bernard, Billy Breaux, Randall Burleigh, Mack Dellafosse, Chad Guidry, Fredman Hardy, Bill Jongbloed, James W. Karr, Sr., Bryan LaRocque, James W. Pitre, Elray Victorian and R. L. Webb

 

ABSENT:               Clara Duhon

 

Wayne R. Savoy, Board Secretary, also attended.  The meeting was called to order and the roll called with the above results.

 

Thereupon, on motion made by Mr. Jongbloed and seconded by Mrs. Ballard, the following resolution was adopted, the vote thereon being as follows:

 

YEAS:     Mr. Andrepont, Mrs. Ballard, Mr. Bernard, Mr. Breaux, Mr. Burleigh, Mr. Dellafosse, Mr. Guidry, Mr. Hardy, Mr. Jongbloed, Mr. Karr, Mr. LaRocque, Mr. Pitre, and Mr. Webb

 

NAYS:    None

 

ABSENT:               Mrs. Duhon

 

NOT VOTING:      President Victorain

 

RESOLUTION

 

A RESOLUTION ORDERING AND CALLING A SPECIAL ELECTION TO BE HELD IN SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, ON MARCH 27, 2010, AUTHORIZING THE INCURRING OF DEBT AND ISSUANCE OF BONDS OF SAID DISTRICT; AND MAKING APPLICATION TO THE STATE BOND COMMISSION AND UNITED STATES ATTORNEY GENERAL IN CONNECTION THEREWITH.

 


 

 

                                WHEREAS, it is deemed necessary and desirable by the Calcasieu Parish School Board, governing authority of School District No. 34 of Calcasieu Parish, Louisiana, (the “District”), that bonds of the District be issued in the sum of not to exceed FORTY-NINE MILLION AND NO/100 ($49,000,000) DOLLARS, for the purpose of acquiring and/or improving land and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for said School District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public; and

 

                                WHEREAS, authority for the issuance of the bonds of the said School District for such purpose is granted by Article 6, Section 33 and Article 7, Section 26(E) of the Constitution of 1974 of the State of Louisiana, by those portions of Part II not repealed by the 1977 Louisiana Legislature and Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the

 

 

 

Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority supplemental thereto, provided issuance of such bonds is first authorized by a majority of the qualified electors of the district voting on the proposition at an election to be held for such purpose; and

 

                WHEREAS, the Calcasieu Parish School Board desires to provide for the holding of an election at which the proposition of issuing such bonds may be submitted; and

 

                NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, acting as the governing authority of School District No. 34 of Calcasieu Parish, Louisiana:

 


 

                SECTION 1.  Subject to the approval of the State Bond Commission, and under the authority conferred by Article 6, Section 33 and Article 7, Section 26(E) of the Constitution of 1974 of the State of Louisiana, those portions of Part II not repealed by the 1977 Louisiana Legislature, and Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority supplemental thereto, a special election be and is hereby called and ordered to be held in School District No. 34 of Calcasieu Parish, Louisiana, on Saturday, the 27th day of March, 2010, between the hours of six (6:00) o’clock a.m. and eight (8:00) o’clock p.m., in compliance with the provisions of Section 1181 of Title 18 and of Chapter 6-A of Title 18 of the Louisiana Revised Statutes of 1950, as amended, and that at said special election there be submitted to all the qualified electors of School District No. 34 entitled and qualified to vote at said election under the Constitution and laws of the United States, the following proposition:

 

BOND PROPOSITION

 

SUMMARY:  AUTHORITY FOR SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $49,000,000 OF UP TO 20-YEAR PUBLIC SCHOOL IMPROVEMENT BONDS FOR ACQUIRING AND/OR IMPROVING SCHOOL BUILDINGS AND OTHER SCHOOL RELATED FACILITIES WITHIN THE DISTRICT, SAID BONDS TO BE PAYABLE FROM AD VALOREM TAXES.

 

Shall School District No. 34 of Calcasieu Parish, Louisiana, incur debt and issue bonds in an amount not exceeding $49,000,000 for a period not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding nine (9%) percent per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for said School District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which said bonds shall be retired with, paid from and secured by ad valorem taxes on all taxable property within the limits of School District No. 34 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest?

 

SECTION 2.  The polling places set forth in the Notice of Special Election in Section 4 hereof, be and the same are hereby designated as the polling places at which to hold such election.

 

                                SECTION 3.  Officers designated or such substitutes as may be selected, designated and sworn in compliance with Sections 1286 through 1289 of Title 18 of the Louisiana Revised Statutes of 1950, as amended, shall hold the said election substantially in accordance with the general election laws of the State of Louisiana, except that the election is called and shall be conducted, canvassed, and promulgated, and notice thereof given in accordance with the procedures set forth in Chapter 6-A of Title 18 of the Louisiana Revised Statutes of 1950, as amended.  Said election officers shall make due returns of said election at a

 

 

regular meeting of the Calcasieu Parish School Board, to be held at its regular meeting place, the School Board Office, Lake Charles, Louisiana, on Tuesday, the 6th day of April, 2010, at 4:45 o’clock p.m., at which time said School Board will, then and there, in open and public session, examine and canvass the returns and declare the result of said special election.  The compensation of election officials be and the same is hereby fixed at the sum as specified in Sections 424 and 425 of Title 18 of the Louisiana Revised Statutes of 1950, as amended.  Assessed valuations shall not be voted in this election, and all qualified electors of said School District No. 34 of Calcasieu Parish, Louisiana, are entitled to vote therein.  Voting machines shall be used in this election, and voters shall not be required to sign a ballot or vote assessed valuation of property.  The permanent registration law of the State of Louisiana being in force in Calcasieu Parish, said election shall be conducted in accordance with applicable provisions thereof.

 

                                SECTION 4.  The Secretary of the Calcasieu Parish School Board is hereby empowered, authorized and directed to publish, entirely separate and apart from any publication which may be made of this resolution, once a week for four consecutive weeks, with the first publication not less than forty-five days nor more than ninety days before the date of the election, in the Lake Charles American Press, a newspaper published in Lake Charles, Louisiana, and having general circulation in Calcasieu Parish and in School District No. 34 of Calcasieu Parish, Louisiana, a Notice of Election, substantially in the following form:

 

NOTICE TO VOTERS OF

SPECIAL TAX ELECTION

 

To the qualified electors of School District No. 34 of Calcasieu Parish, Louisiana:

 

YOU ARE HEREBY NOTIFIED that on the 3rd day of November, 2009, the Calcasieu Parish School Board, acting as the governing authority of School District No. 34 of Calcasieu Parish, Louisiana, ordered that a special election be held in School District No. 34 on Saturday, the 27th day of March, 2010, for the purpose of submitting to all qualified electors of said School District No. 34, the following proposition:

 

 

BOND PROPOSITION

 


 

SUMMARY:  AUTHORITY FOR SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $49,000,000 OF UP TO 20-YEAR PUBLIC SCHOOL IMPROVEMENT BONDS FOR ACQUIRING AND/OR IMPROVING SCHOOL BUILDINGS AND OTHER SCHOOL RELATED FACILITIES WITHIN THE DISTRICT, SAID BONDS TO BE PAYABLE FROM AD VALOREM TAXES.

 

Shall School District No. 34 of Calcasieu Parish, Louisiana, incur debt and issue bonds in an amount not exceeding $49,000,000 for a period not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding nine (9%) percent per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for said School District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which said bonds shall be retired with, paid from and secured by ad valorem taxes on all taxable property within the limits of School District No. 34 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest?

 

Said election will be held at all polling places which are situated within the boundaries of School District No. 34 of Calcasieu Parish, Louisiana.  All registered voters in each of the following precincts shall be eligible to vote on the proposition:

 

 

 

 

 

 

                PRECINCT                                            POLLING PLACE

 

316E                      Barbe Elementary School, 400 Penn Street, Lake Charles

 

316W                    Barbe Elementary School, 400 Penn Street, Lake Charles

 

317                        Barbe Elementary School, 400 Penn Street, Lake Charles

 

325                        Prien Lake Elementary School, 3741 Nelson Road, Lake Charles

 

326                        College Oaks Elementary School, 3618 Ernest Street, Lake Charles

 

331                        College Oaks Elementary School, 3618 Ernest Street, Lake Charles

 


 

333                        S. J. Welsh Middle School, 1500 West McNeese Street, Lake Charles

 

334                        S. J. Welsh Middle School, 1500 West McNeese Street, Lake Charles

 

335                        Gayle Hall on McNeese State University Campus, 4414 Ryan Street, Lake Charles

 

336                        A. A. Nelson Elementary School, 1001 Country Club Road, Lake Charles

 

337                        Dolby Elementary School, 817 Jefferson Drive, Lake Charles

 

362                        Prien Lake Park Pavilion, 3700 Prien Lake Road, Lake Charles

 

363                        Prien Lake Park Pavilion, 3700 Prien Lake Road, Lake Charles

 

366                        New St. John Elementary School, 5566 Elliott Road, Lake Charles

 

367N                     Former St. John Elementary School, 5282 Weaver Road, Lake Charles

 

367S                      New St. John Elementary School, 5566 Elliott Road, Lake Charles

 

368                        Former St. John Elementary School, 5282 Weaver Road, Lake Charles

 

ONLY THOSE REGISTERED VOTERS IN EACH OF THE FOLLOWING PRECINCTS WHO RESIDE WITHIN THE BOUNDARIES OF SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, SHALL BE ELIGIBLE TO VOTE ON THE PROPOSITION:

 

                                      PRECINCT                                     POLLING PLACE

302 (Part)              Chateau du Lac, 333 Mill Street, Lake Charles

 

306 (Part)              Drew Park Pavilion, 416 South Ryan Street, Lake Charles

 

338 (Part)              Forrest K. White Middle School, 1000 E. McNeese Street, Lake Charles

 


 

339 (Part)              Dolby Elementary School, 817 Jefferson Drive, Lake Charles

 

365 (Part)              New St. John Elementary School, 5566 Elliott Road, Lake Charles

 

369 (Part)              M. J. Kaufman Elementary School, 301 Tekel Road, Lake Charles

 

371S (Part)            Calcasieu Parish Agricultural Services Center, 7101 Gulf Highway, Lake  Charles

 

The polls will be open at six (6:00) o’clock a.m. and shall remain open until not later than eight (8:00) o’clock p.m.  The said special election will be held substantially in accordance with the general election laws of the State of Louisiana, except that the election is called and shall be conducted, canvassed, and promulgated, and notice

 

 

 

thereof given in accordance with the procedures set forth in Chapter 6-A of Title 18 of the Louisiana Revised Statutes of 1950, as amended.  The officials appointed to hold the election or such substitutes therefor as may be selected, designated and sworn in compliance with Sections 1286 through 1289 of Title 18 of the Louisiana Revised Statutes of 1950, as amended, will make due returns thereof to the Calcasieu Parish School Board, acting as the governing authority of School District No. 34 of Calcasieu Parish, Louisiana.  Voting machines will be used in the conduct of the election.  All qualified electors of School District No. 34 of Calcasieu Parish, Louisiana, will be entitled to vote.  No voter shall be required to sign a ballot or vote assessed valuation of property.

 

Notice is hereby given that on Tuesday, the 6th day of April, 2010, at 4:45 o’clock p.m., the Calcasieu Parish School Board will meet in open and public session at the regular meeting place of the Calcasieu Parish School Board, 3310 Broad Street, Lake Charles, Louisiana, and will, then and there, examine and canvass the returns and declare the result of said election.

 

THUS DONE AND SIGNED in Lake Charles, Louisiana, by authority of a Resolution adopted by the Calcasieu Parish School Board, acting as the governing authority of School District No. 34 of Calcasieu Parish, Louisiana, on the 3rd day of November, 2009.

 

 

/s/ Elray Victorian                  

ELRAY VICTORIAN, President

ATTEST:Calcasieu Parish School Board

               

/s/ Wayne R. Savoy                   

WAYNE R. SAVOY

Superintendent of Schools

and Ex-Officio Secretary

Calcasieu Parish School Board

 

               

                                SECTION 5.  The Secretary of the Calcasieu Parish School Board be and he is hereby empowered, authorized and directed to arrange for furnishing said election officers, in ample time for holding of said election the necessary equipment, forms and other election paraphernalia essential to the proper holding of said election.

 

                                SECTION 6.  Application is hereby formally made to the State Bond Commission, Baton Rouge, Louisiana, in compliance with the requirements of Chapter 2, Title 47 of the Louisiana Revised Statutes of 1950, as amended, and in compliance with Article 6, Section 32 of the Constitution of 1974 of the State of Louisiana, and other Constitutional and statutory authority supplemental thereto, for consent, approval and authority to hold the aforesaid election in School District No. 34 of Calcasieu Parish, Louisiana, under the provisions of Article 6, Section 32 of the Constitution of 1974 of the State of Louisiana, and Part IV of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other Constitutional and statutory authority supplemental thereto, and in the event such election carries, for its consent and authority to levy and collect the ad valorem taxes therein provided on all taxable property within the limits of School District No. 34 of Calcasieu Parish, Louisiana.  The Secretary is empowered, authorized and requested to forward to the State Bond Commission a certified copy of this resolution which shall constitute a formal application to said Commission as herein provided.

 


 

                                SECTION 7.  By virtue of the District’s application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission’s approval(s) resolved and set forth herein, the District resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the “State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.,” adopted by the Commission on July 20, 2006, as to the

borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any sway(s) or other product(s) or enhancement(s) covered thereby.

 

SECTION 8.  A certified copy of this resolution, together with other showings required by Section 5 of the Voting Rights Act of 1965 and Regulations pertaining thereto (28 C.F.R. Part 51) shall be submitted to the United States Attorney General, for approval in compliance with the said Voting Rights Act, should such a submission be required.

 

SECTION 9.  Certified copies of this Resolution shall be forwarded to the Secretary of State, the Clerk of Court and Ex-Officio Custodian of Voting Machines in and for the Parish of Calcasieu, and the Registrar of Voters, as notification of the special election herein called in order that each may prepare for said election and perform their respective functions as authorized and required by law.

 

SECTION 10.  There being a real public necessity for the retention and employment of legal counsel to provide specialized legal services in connection with the issuance of the Bonds by  the District, and it appearing that the public interest requires obtaining of such specialized legal services, Joseph A. Delafield, A Professional Corporation, of Lake Charles, Louisiana (“Bond Counsel”), is hereby employed for such purposes.  The fee for the work to be performed by Bond Counsel is contingent upon the issuance, sale and delivery of the Bonds, and shall be in accordance with the maximum fee schedule of the Attorney General of the State of Louisiana for comprehensive legal and coordinate professional work of bond attorneys and bond counsel in the issuance of general obligation bonds.

 

SECTION 11.  All resolutions, ordinances, or orders in conflict herewith, be, to the extent of such conflict, and they are hereby repealed.

 

                Adopted and approved on this 3rd day of November, 2009.

 

                                                                                                /s/ Elray Victorian                                     

                                                                                                ELRAY VICTORIAN, President

                                                                                                Calcasieu Parish School Board

 

ATTEST:

 

  /s/ Wayne R. Savoy                        

WAYNE R. SAVOY, Secretary

Calcasieu Parish School Board

 

 

On a question by Mr. Hardy regarding the use of the bond funds for District 34, Mr. Bruchhaus replied that the funds would be used for renovation and construction, with the possible construction of a ninth grade center at Barbe High School. Mr. Hardy expressed interest in a ninth grade center for his district. Mr. Bruchhaus replied that any district can have a bond issue for a ninth grade center.

               

B.  Resolution Authorizing Publication of Geographic Limits of School District 34

 

On a motion to approve by Mr. Jongbloed and second by Mrs. Ballard, the motion carried.

 

 SEQ CHAPTER \h \r 1                                                                                                                                Lake Charles, Louisiana

                                                                                                                                                                November 3, 2009

 

The Parish School Board of Calcasieu Parish, Louisiana, governing authority of School District No. 34 of Calcasieu Parish, Louisiana, met in regular public session at 4:45 o’clock p.m. on Tuesday, November 3, 2009, at the regular meeting place of said

 

Board in the Calcasieu Parish School Board Office, 3310 Broad Street, Lake Charles, Louisiana, pursuant to the provisions of written notice given to each and every member thereof and duly posted in the manner required by law.

President, Elray Victorian, called the meeting to order and on roll call, the following members were present:

 

Joe A. Andrepont, Annette Ballard, Dale B. Bernard, Billy Breaux, Randall Burleigh, Mack Dellafosse, Chad Guidry, Fredman Hardy, Bill Jongbloed, James W. Karr, Sr., Bryan LaRocque, James W. Pitre, Elray Victorian and R. L. Webb

 

ABSENT:                               Clara Duhon

 

Wayne R. Savoy, Board Secretary, also attended.  The meeting was called to order and the roll called with the above results.

 

Thereupon, on motion made by Mr. Jongbloed and seconded by Mrs. Ballard, the following resolution was adopted, the vote thereon being as follows:

 

YEAS:     Mr. Andrepont, Mrs. Ballard, Mr. Bernard, Mr. Breaux, Mr. Burleigh, Mr. Dellafosse, Mr. Guidry, Mr. Hardy, Mr. Jongbloed, Mr. Karr, Mr. LaRocque, Mr. Pitre, and Mr. Webb

 

NAYS:    None

 

ABSENT:               Mrs. Duhon

 

NOT VOTING:      President Victorain

 

 

RESOLUTION

 

A RESOLUTION AUTHORIZING PUBLICATION OF NOTICE DESCRIBING THE GEOGRAPHIC LIMITS OF SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA

 

 

BE IT RESOLVED by the Calcasieu Parish School Board, acting as the governing authority of School District No. 34 of Calcasieu Parish, Louisiana, as follows:

 

                SECTION 1.  That the resolution adopted September 21, 1999, creating School District No. 34 of Calcasieu Parish, Louisiana, be and same is hereby ratified, approved and confirmed.

 

                SECTION 2.  That the President and Secretary of this Board are empowered, authorized and requested to cause to be published a public notice describing the geographic limits of School District No. 34 of Calcasieu Parish, Louisiana, said publication to be made in the Lake Charles American Press, in the same edition as the Notice to Voters is published, pertaining to the special bond and tax election authorized for School District No. 34 of Calcasieu Parish, Louisiana, by resolution adopted this date.

 

                Adopted and approved this 3rd day of November, 2009.

 

                                                                                                 /s/ Elray Victorian                                    

                                                                                                Elray Victorian, President

                                                                                                Calcasieu Parish School Board

ATTEST:

 

  /s/ Wayne R. Savoy                        

Wayne R. Savoy, Secretary

Calcasieu Parish School Board

 

 

PUBLIC NOTICE

GEOGRAPHIC BOUNDARIES OF

SCHOOL DISTRICT NO. 34

OF CALCASIEU PARISH, LOUISIANA

 

Beginning at the Northwest Corner of Section 7, Township 10 South, Range 8 West;

 

Thence East along the North line of said Section 7, Township 10 South, Range 8 West, to the center line of Louisiana Highway 384 (Ryan Street);

 

Thence South along the center line of Louisiana Highway 384 (Ryan Street) through Sections 7, 18 and 19, Township 10 South, Range 8 West, to the Southwest corner of the Southeast Quarter of the Northeast Quarter of Section 19, Township 10 South, Range 8 West, said point being the center line of the intersection of Ryan and McNeese Streets;

 

Thence East along the center line of McNeese Street to the intersection of McNeese Street and Common Street, said point being on the East line of Section 19, Township 10 South, Range 8 West;

 

Thence South along the East line of Sections 19 and 30, Township 10 South, Range 8 West, to the center line of Leger Road;

 

Thence West along the center line of Leger Road to the corporate limits of the City of Lake Charles, said point being on the North/South center line of said Section 30, Township 10 South, Range 8 West;

 

Thence South along the North/South center line of Sections 30 and 31, Township 10 South, Range 8 West, to the Southeast corner of the Southwest Quarter of said Section 31, Township 10 South, Range 8 West;

 

Thence West along the South line of Section 31, Township 10 South, Range 8 West to the center line of Lake Street, said point being the Southwest corner of said Section 31;

 

Thence South along the West line of Sections 6, 7, 18, 19, 30 and 31 of Township 11 South, Range 8 West,  to the Southwest Corner of said Section 31, Township 11 South, Range 8 West;

 

Thence West along the South line of Sections 36, 35, 34 and 39 of Township 11 South, Range 9 West, to a point where the South line of Section 39, Township 11 South, Range 9 West meets the East bank of Calcasieu Lake;

 

Thence continuing West along the South line of Township 11 South, Range 9 West, to a point which constitutes the center of the old channel of the Calcasieu River, which said point is located on the South line of Section 31, Township 11 South, Range 9 West;

Thence Northerly up the center of the Channel of the Calcasieu River (and through Calcasieu Lake) through Sections 31, 30, 29, 20, 17, 18, 19 and 18 of Township 11 South, Range 9 West, through Section 12, Township 11 South, Range 10 West, through Sections 7, 6 and 5 of Township 11 South, Range 9 West, and through Sections 32, 31, 30, 19, 20, 17, 20, 21, 15, 10, 11, 2, 3 and 2 of Township 10 south, Range 9 West, through Section 35, Township 9 south, Range 9 West, through Sections 2 and 1 of Township 10 south, Range 9 West, through Section 36, Township 9 south, Range 9 West to a point where the center of the channel of the Calcasieu River meets the Interstate Highway 10 right-of-way;

 

Thence East along the right-of-way of Interstate Highway 10 to the East line of Section 36, Township 9 South, Range 9 West;

 

Thence South along the East line of Section 36, Township 9 South, Range 9 West, to the Northwest Corner of Section 7, Township 10 South, Range 8 West, the point of beginning.

 

 

                                                                                                 /s/ Elray Victorian                                

                                                                                                Elray Victorian, President

                                                                                                Calcasieu Parish School Board

ATTEST:

 

  /s/ Wayne R. Savoy                        

Wayne R. Savoy, Secretary

Calcasieu Parish School Board

 

C.  Resolution Providing for Refunding of Bonds/School District 23

 

On a motion to approve by Mr. Burleigh and second by Mr. Breaux, the motion carried.

 

 SEQ CHAPTER \h \r 1                                                                                                                                             Lake Charles, Louisiana

                                                                                                                                             November 3, 2009

 

The Calcasieu Parish School Board, State of Louisiana, met in regular public session at its regular meeting place in the Calcasieu Parish School Board Office, 3310 Broad Street, Lake Charles, Louisiana, at 4:45 o’clock p.m. on November 3, 2009, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.

 

President, Elray Victorian, called the meeting to order and on roll call, the following members were present:

 

Joe A. Andrepont, Annette Ballard, Dale B. Bernard, Billy Breaux, Randall Burleigh, Mack Dellafosse, Chad Guidry, Fredman Hardy, Bill Jongbloed, James W. Karr, Sr., Bryan LaRocque, James W. Pitre, Elray Victorian and R. L. Webb

 

ABSENT:             Clara Duhon

 

Wayne R. Savoy, 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. Burleigh and seconded by Mr. Breaux, was adopted by the following vote:

 

YEAS:  Mr. Andrepont, Mrs. Ballard, Mr. Bernard, Mr. Breaux, Mr. Burleigh, Mr. Dellafosse, Mr. Guidry, Mr. Hardy, Mr. Jongbloed, Mr. Karr, Mr. LaRocque, Mr. Pitre, and Mr. Webb

 

NAYS: None

 

ABSENT:             Mrs. Duhon

 

NOT VOTING:   President Victorian

 

BOND RESOLUTION

 

A resolution providing for issuance, sale and delivery of  not exceeding $7,200,000 General Obligation Refunding Bonds of School District No. 23 of Calcasieu Parish, Louisiana, 2009 Series B; 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 certain public school improvement bonds of said District; and providing for other matters in connection therewith.


 

 

                             WHEREAS, School District No. 23 of Calcasieu Parish, Louisiana (the “District”)  held an election on November 20, 1999 within said District, wherein the following proposition was  proposed to and approved by the electorate of the District, to-wit:

 

BOND PROPOSITION

 

SUMMARY: AUTHORITY FOR SCHOOL DISTRICT NO. 23 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $27,000,000 OF UP TO 20-YEAR PUBLIC SCHOOL IMPROVEMENT BONDS FOR ACQUIRING AND/OR IMPROVING SCHOOL BUILDINGS AND OTHER SCHOOL RELATED FACILITIES WITHIN THE DISTRICT, SAID BONDS TO BE PAYABLE FROM AD VALOREM TAXES.

 

Shall School District No. 23 of Calcasieu Parish, Louisiana, incur debt and issue bonds in an amount not exceeding $27,000,000 for a period not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding twelve (12%) percent per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for said School District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which said bonds shall be retired with, paid from and secured by ad valorem taxes on all taxable property within the limits of School District No. 23 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest?

 

                             WHEREAS, the District has heretofore issued $10,000,000 of its General Obligation Public School Improvement Bonds, 2001 Series, dated August 15, 2001 on original issue, of which $7,260,000 is currently outstanding (the “Outstanding Bonds”) which Outstanding Bonds are payable from a pledge and dedication of that portion of the net avails or proceeds of ad valorem taxes levied on all properties subject to taxation within the District, all in accordance with Article VI, Section 33 and Article VII, Section 26(E) of the Constitution of the State of Louisiana, and those portions of Part II of Article VII of the Constitution of 1974 of the State of Louisiana not repealed by the 1977 Louisiana Legislature, and Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter; and

 

                             WHEREAS, the Calcasieu Parish School Board, State of Louisiana, governing authority of the District has found and determined that advance refunding the callable maturities of the Outstanding Bonds, consisting of those bonds which mature on August 15, 2012 to August 15, 2021, inclusive (the “Refunded Bonds”), would be advantageous to the District;

 

                             WHEREAS, the Calcasieu Parish School Board has adopted a preliminary resolution on October 6, 2009, expressing its intention to issue general obligation refunding bonds of the District in an amount not to exceed $7,200,000 pursuant to the Act;

 

                             WHEREAS, the State Bond Commission will, on November 19, 2009, adopt a resolution granting authority for issuance of the Bonds in the principal amount not exceeding $7,200,000;

 

                             WHEREAS, pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, it is now the desire of the District to adopt this Bond Resolution in order to provide for issuance by the District of not exceeding $7,200,000 principal amount of its General Obligation Refunding Bonds, 2009 Series  B (the “Bonds”), for the purpose of advance refunding the Refunded Bonds, to fix the details of the Bonds and to sell the Bonds to the purchasers thereof;

 

                             WHEREAS, in connection with refunding of the Refunded Bonds, the District has found and determined that it would be of substantial benefit to purchase a municipal bond insurance policy as more fully provided for herein, and to authorize acquisition 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 to provide for the call for redemption of the Refunded Bonds, pursuant to a Notice of Call for Redemption;

 

                             WHEREAS, it is necessary that this School Board as the governing authority of the District, prescribe the form and content of the Escrow Deposit Agreement providing for payment of the principal, premium and interest of the Refunded Bonds and authorize execution thereof as hereinafter provided;

 

                             WHEREAS, the District desires to sell the Bonds to the purchasers thereof and to fix the details of the Bonds and the terms of the sale of the Bonds in accordance with the Bond Purchase Agreement attached hereto as Exhibit D;

 

                             NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, State of Louisiana, acting as the governing authority of the District, 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 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.

 

                             “Bond” or “Bonds” shall mean any or all of the General Obligation  Refunding Bonds, 2009 Series B of the District, 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.  The Bonds shall be secured by and payable from ad valorem taxes levied upon taxable properties within the District, and insured by a Municipal Bond Insurance Policy.

 

                             “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.  Notwithstanding any provision of this Bond Resolution to the contrary, the Insurer shall, at all times, be deemed an owner of all the Bonds for the purposes of consenting to any resolution supplementing or amending this Bond 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.

 

                             “Bond Obligation” shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.

 

                             “Bond Resolution” shall mean the resolution authorizing issuance of the Bonds, as further amended and supplemented as herein provided.

 

                             “Bond Year” shall mean the one-year period ending on the principal payment date on the Bonds (February 15).

 

                             “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 Escrow Agent and 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.

 


 

                             “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 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 Bonds, costs and expenses of refunding, premiums for the insurance policy securing payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the District 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.

 

                             “Defeasance Obligations” shall mean (a) cash or (b) non callable Government Securities.

 

                             “District” shall mean School District No. 23 of Calcasieu Parish, State of Louisiana.

 

                             “Escrow Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, and its successor or successors, and any other person which may at any time be substituted in its place pursuant to the Bond Resolution.

 

                             “Escrow Agreement” shall mean the Escrow Deposit Agreement dated as of December 1, 2009, between the District and the Escrow Agent, substantially in the form attached hereto as Exhibit B, as the same may be amended from time to time, the terms of which Escrow Agreement are incorporated herein by reference.

 

                             “Executive Officers” shall mean the President, the Secretary, and the Chief Financial Officer of the Calcasieu Parish School Board.

 

                             “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 District.

 

                             “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 Bonds, Assured Guaranty Corp., New York, New York, or its successor and assigns.

 

                             “Interest Payment Date” shall mean February 15 and August 15 of each year, commencing August 15, 2010.

                             “Municipal Bond Insurance Policy” shall mean the municipal bond new issue insurance policy issued by the Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein.

 

                             “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 or delivered to the Paying Agent for cancellation;

 

                             2.             Bonds 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 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, 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.

 

                             “Paying Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the city of Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Bond 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 Tax Revenues” shall mean the net avails or proceeds of the unlimited ad valorem tax levied against all assessable properties within the District, as approved by the electorate of the District in an election previously held therein.

 

                             “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 and approved in writing by the Insurer with notice to Standard & Poor’s Corporation.

 

                             “Record Date” shall mean, with respect to an Interest Payment Date, the close of business on the first calendar day of the month in which such Interest Payment is due, whether or not such day is a Business Day.

                             “Refunded Bonds” shall mean those bonds of the District’s outstanding General Obligation Public School Improvement Bonds, 2001 Series, dated August 15, 2001 on original issue, maturing August 15, 2012 to August 15, 2021, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.

 

                             “State” shall mean the State of Louisiana.

 

                             “Underwriter” shall mean Stephens Inc., Baton Rouge, Louisiana.

 

                             SECTION 1.2. Interpretation.  In 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 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.

 

ARTICLE II

 

AUTHORIZATION AND ISSUANCE OF BONDS

 

             SECTION 2.1.  Authorization of Bonds.  This Bond Resolution creates an issue of Bonds  to be designated “General Obligation Refunding Bonds, 2009 Series B, of School District No. 23 of Calcasieu Parish, Louisiana” 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 advance refunding the Refunded Bonds through escrow of a portion of the proceeds of the Bonds, together with other available moneys of the District, in Government Securities plus an initial cash deposit, in accordance with the terms of the Escrow Agreement, in order to provide for payment of the principal of, premium, if any, and interest on the Refunded Bonds as they mature or upon earlier redemption as provided in Section 13.1 hereof.

 

                             (c) Provision having been made for the orderly payment until maturity or earlier redemption of all the Refunded Bonds, in accordance with their terms, 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 District incidental to the Refunded Bonds, and accordingly, and in compliance with all that is herein provided, the District is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that the Refunded Bonds are paid from the Government Securities and funds so escrowed in accordance with the provisions of the Escrow Agreement, 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.

 

                             (d) The Escrow Agreement is hereby approved by the Governing Authority of the District and the Executive Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the District substantially in the form of Exhibit B hereof, with such changes, additions, deletions or completions deemed appropriate by such signing officials, and it is expressly provided and covenanted that all of the provisions for payment of the principal of, premium, if any, and interest on the Refunded Bonds from the special trust fund created under the Escrow Agreement shall be strictly observed and followed in all respects.

 

                             (e) The District does hereby find that since substantial benefits will accrue from the insurance of the Bonds, the Bonds are being insured by the Insurer and an appropriate legend shall be printed on the Bonds as evidence of such insurance.  The cost of the Municipal Bond Insurance Policy shall be paid by the District from proceeds of the Bonds.

 


 

                             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 District with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the District 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 District 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 Tax Revenues.  The Pledged Tax 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 become due and payable, and for other purposes hereinafter set forth in this Bond Resolution.  All of the Pledged Tax 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 not exceeding $7,200,000 principal amount of Bonds to be designated “General Obligation Refunding Bonds of School District No. 23 of Calcasieu Parish, Louisiana, 2009 Series B,” for the purpose of advance refunding the Refunded Bonds.  The Bonds 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 Bond Resolution.

 

                             SECTION 2.5.  Denominations, Dates, Maturities and Interest.  The Bonds are issuable as fully registered bonds without coupons in the denominations of $5,000 principal amount or any integral multiple thereof within a single maturity, and shall be numbered R-000l upwards.

                            

                             The Bonds shall be dated the date of delivery thereof, shall bear interest payable on February 15 and August 15 of each year, commencing August 15, 2010, at the rates per annum and annual principal maturities set forth in the final Official Statement to be approved by the Chief Financial Officer, and shall mature on August 15 in the years 2012 through and including 2021, in the aggregate principal amount not to exceed $7,200,000.

 

                             The principal and premium, if any, of the Bonds 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 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 District 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.


 

 


 

ARTICLE III

 

GENERAL TERMS AND PROVISIONS OF THE BONDS

 

                             SECTION 3.1. Exchange of Bonds; Persons Treated as Owners.  The District 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 at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Bonds.  At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the District, the Insurer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.  Upon the occurrence and continuance of an Event of Default, as defined in Section 9.1, which would require the Insurer to make payments under the Municipal Bond Insurance Policy, the Insurer and its designated agent shall be provided with access to inspect and copy the registration books of the District for the Bonds.

 

                             Upon surrender for registration of transfer of any Bond, the Paying Agent 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.  Whenever any Bonds are so surrendered for exchange, the Paying Agent 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, 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 Bonds.  The Paying Agent 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 District and the Paying Agent 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 1st calendar day of the month in which an Interest Payment Date is due, 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 District, 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 District, the Insurer and the Paying Agent, and any agent of the District, the Insurer or the Paying Agent 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 District, the Insurer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the District, the Insurer and the Paying Agent, (ii) giving to the District, the Insurer and the Paying Agent an indemnity bond in favor of the District, the Insurer and the Paying Agent in such amount as the District and the Insurer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the District and the Insurer may prescribe and (iv) paying such expenses as the District, the Insurer and the Paying Agent may incur.  All Bonds so surrendered shall be delivered to the Paying Agent 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 District, 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 La. 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 District 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 District 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 District, 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 Bonds shall be executed in the name and on behalf of the District by the manual or facsimile signatures of the President and Secretary of the Calcasieu Parish School Board, 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 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 District 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 and Secretary of State.  (a) 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 C hereto 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 Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.

 

                             (b)  The Bonds shall also be registered with the Secretary of State of Louisiana (which registration shall be by manual signature on the Bonds issued upon original issuance of the Bonds and by facsimile signature on Bonds exchanged therefor) and shall have endorsed thereon the following:

 

“OFFICE OF SECRETARY OF STATE

STATE OF LOUISIANA

BATON ROUGE, LOUISIANA

 

This Bond secured by a tax.  Registered on the _________ day of December, 2009.

 

_________________________________

                                                               Secretary of State”

 

                         SECTION 3.7.  Regularity of Proceedings.  The District, 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 the State of Louisiana.”

 

ARTICLE IV

 

PAYMENT OF BONDS; DISPOSITION OF FUNDS

 

                             SECTION 4.1.  Deposit of Funds With Paying Agent.  The District covenants that it will deposit or cause to be deposited with the Paying Agent from the moneys derived from collection of the Pledged Tax 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 Bonds, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.

 

                             SECTION 4.2.  District Obligated to Collect Tax.  In compliance with the laws of the State, the District, through the Governing Authority, by proper resolutions and/or ordinances is obligated to cause the ad valorem taxes to continue to be assessed, levied and collected for the full period of their authorization or until all of the Bonds 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, and further the District shall not discontinue or terminate or permit to be discontinued or terminated the ad valorem taxes in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would adversely effect the amount of the Pledged Tax Revenues to be received by the District until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereto.

 

                             SECTION 4.3.  Funds and Accounts.  In order that principal of and interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the District further covenants as follows:  All avails or proceeds of the ad valorem taxes constituting Pledged Tax Revenues shall be deposited as the same may be collected to the credit of the District, in a separate and special bank account established and maintained with the regularly designated fiscal agent of the Calcasieu Parish School Board and designated “School District No. 23  Series 2009 B General Obligation Refunding Bond Sinking Fund” (the “Sinking Fund”).  Funds on deposit in the Sinking Fund shall constitute dedicated funds of the District, from which appropriations and expenditures by the District shall be made solely for the purposes of paying the principal of, interest on, and redemption premium, if any, of the Bonds.  Said fiscal agent shall transfer from said Sinking Fund to the paying agent bank or banks for all Bonds 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 District, 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 of the respective issues of bonds as herein provided.  All income derived from such investments shall be added to the applicable 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 Bond Resolution, and the Owners of Bonds issued pursuant to this Bond 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 cost or 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 (unless otherwise approved by the Insurer) and the proceeds thereof invested in Qualified Investments.

 

ARTICLE V

 

REDEMPTION OF BONDS

 

                             SECTION 5.1.    Optional Redemption.  Those Bonds maturing February 15, 2016 and thereafter, shall be callable for redemption at the option of the District prior to their stated maturities, in full at any time on or after February 15, 2015, or in part, in the inverse order of their maturities, and if less than a full maturity then by lot within such maturity, on any Interest Payment Date on or after February 15, 2015, at a redemption price of 100% of the principal amount of each Bond redeemed, together with accrued interest to the date fixed for redemption.

 

                             In the event a Bond to be 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.  Notice to Paying Agent.  In the case of any redemption of Bonds, the District shall give written notice to the Paying Agent and the Insurer 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 forty-five (45) days prior to the redemption date.

 

                             SECTION 5.3.  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 for random selection.

 

                             SECTION 5.4.  Notice of Redemption.  Notice of any such redemption shall be given by the Paying Agent 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 and to the Insurer.  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 a refunding unless the District shall have theretofore deposited moneys available therefore with the Paying Agent in an amount which, in addition to other amounts, if any, available therefor held by the Paying Agent, 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 the Insurer, or any defect therein, shall not affect the validity of any proceedings for the redemption of other Bonds.

 

                             All notices of 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.  On or before any redemption date the Paying Agent shall segregate and hold in trust funds furnished by the District for payment of the Bonds or portions thereof called, together with accrued interest thereon and premium, if any, to the redemption date. Upon the giving of notice and deposit of funds for redemption, interest on such Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption.  If said moneys shall not be 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.  No payment shall be made by the Paying Agent upon any Bond or portion thereof called for redemption until such Bond or portion thereof shall have been delivered for payment or cancellation or the Paying Agent shall have received the items required by Section 3.2 with respect to any mutilated, lost, stolen or destroyed Bond.  Upon surrender of any Bond for redemption in part only, the Paying Agent shall register and deliver to the Owner thereof a new Bond or Bonds of authorized denominations of maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered.

 

                             SECTION 5.5.  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.

 

                             SECTION 5.6.  Purchase of Bonds.  The Paying Agent shall endeavor to apply any moneys furnished by the District for the redemption of Bonds (but not committed to the redemption of Bonds as to which notice of redemption has been given) to the purchase of appropriate outstanding Bonds.  In accordance with Section 3.4, any Bonds so purchased shall be canceled.  Subject to the above limitations, the Paying Agent, at the direction of the District, shall purchase Bonds at such times, for such prices, in such amounts and in such manner (whether after advertisement for tenders or otherwise) with monies made available by the District for such purpose, provided, however, that the Paying Agent shall not expend amounts for the purchase of Bonds of a particular maturity (excluding accrued interest, but including any brokerage or other charges) in excess of the amount that would otherwise be expended for the redemption of Bonds of such maturity, plus accrued interest, and, provided further, that the District may, in its  discretion, direct the Paying Agent to advertise for tenders for the purchase of Bonds not less than sixty (60) days prior to any date for redemption of Bonds.

 


 

ARTICLE VI

 

PARTICULAR COVENANTS, ADDITIONAL BONDS

 

                             SECTION 6.1.  Obligation of the District in Connection with Issuance of the Bonds.  As a condition of the issuance of the Bonds, the District hereby binds and obligates itself  to: (a) deposit irrevocably in trust with the Escrow Agent under the terms and conditions of the Escrow Agreement, as hereinafter provided, an amount of the proceeds derived from issuance and sale of the Bonds (exclusive of accrued interest), together with additional moneys of the District, as will enable the Escrow Agent to immediately purchase non callable Government Securities described in the Escrow Agreement, which, together with the initial cash deposit deposited therein, shall mature in principal and interest in such a manner as to provide at least the required cash amount on or before each payment date for the Refunded Bonds (said amounts being necessary on each of the designated dates to pay and retire or redeem the Refunded Bonds, including premiums, if any, payable upon redemption); (b) deposit in trust with the Escrow Agent such amount of the proceeds of the Bonds as will enable the Escrow Agent to pay the Costs of Issuance and the costs properly attributable to the establishment and administration of the Escrow Fund.

 

                             Prior to or concurrently with delivery of the Bonds, the District shall obtain a mathematical verification of an independent certified public accountant that moneys and obligations required to be irrevocably deposited in trust in the Escrow Fund with the Escrow Agent, together with earnings to accrue thereon, will always be sufficient for payment of principal of, premium, if any, and interest on the Refunded Bonds through their redemption.

 

                             SECTION 6.2.  Payment of Bonds.  The District shall budget in each Fiscal Year sufficient Pledged Tax 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 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 6.3.  Tax Covenants.  (A) To the extent permitted by the laws of the State, the District 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 District 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 Bonds or any other funds of the District 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 District shall not permit at any time or times any proceeds of the Bonds or any other funds of the District 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 District has found and determined that the Bonds herein authorized may not be designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.

 

                             SECTION 6.4.  Obligation to Collect Taxes.  The District recognizes that the Governing Authority is bound under the terms and provisions of law, to levy and impose and cause the enforcement and collection the ad valorem taxes 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 the levying, imposition, enforcement and collection of the ad valorem taxes 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 the ad valorem taxes and pursuant to which the ad valorem taxes are being levied, collected and allocated, and the obligation to continue to levy, collect and allocate the ad valorem taxes and to apply the Pledged Tax 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 Louisiana, nor the District may discontinue the ad valorem taxes or permit to be discontinued the ad valorem taxes in anticipation of the collection of which the Bonds have been issued or in any way make any change in ad valorem taxes which would diminish the amount of the Pledged Tax Revenues to be received by the District 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 District shall require all of its officers and employees who may be in a position of authority or in possession of money derived from collection of the ad valorem taxes, 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 District from loss.

 

                             SECTION 6.6.  District to Maintain Books and Records.  So long as any of the Bonds are outstanding and unpaid in principal or interest, the District 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 the receipts of the 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 District 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, and shall provide a copy of such audit to the Insurer immediately upon the completion thereof.  Such audit shall be available for inspection upon request by the Owners of any of the Bonds and the Insurer.  The District further agrees that the Paying Agent, the Insurer and the Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the District relating to the ad valorem taxes.

 

                             SECTION 6.7.  Pledged Tax Revenues Not Encumbered.  As of this date, the Pledged Tax Revenues are not pledged or encumbered in any way, except to the payment of the Refunded Bonds and other bonds previously issued by the District.

 

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 and the Insurer 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 District in the Bond Resolution other covenants and agreements to be observed by the District 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 District 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 District 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 District 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.  Notwithstanding the foregoing, no provision of the Bond Resolution expressly recognizing or granting rights in or to the Insurer may be amended in any manner which affects the rights of the Insurer under the Bond Resolution without the prior written consent of the Insurer.

 

                             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 District 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 District to levy and collect the ad valorem taxes 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 either the Paying Agent or the Escrow 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.  The consent of the Insurer shall be required (i) in addition to Bondholder consent, when required, for the adoption of any supplemental resolution, and all supplemental resolutions must be filed with the Insurer immediately upon adoption, (ii) for removal of the Paying Agent and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholders consent.

 


 

ARTICLE VIII

 

PARITY BONDS

 

                             SECTION 8.1.  Issuance of Parity Bonds.  All of the Bonds shall enjoy complete parity of lien on the Pledged Tax Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds.  The District may issue other bonds or obligations payable from or enjoying a lien on the Pledged Tax Revenues on a parity with the Bonds.

 

                             The Bonds or any part thereof, including interest and redemption premiums thereon, may be refunded and the refunding 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 refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds refunded.

 


 

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 (in determining whether a principal payment default has occurred, no effect shall be given to payments made under the Municipal Bond New Issue Insurance Policy); 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 (in determining whether an interest payment default has occurred, no effect shall be given to payments made under the Municipal Bond New Issue Insurance Policy); or

 

(c) if default shall be made by the District 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 District by the Insurer or the Owners of not less than 25% of the Bond Obligation (as defined in the Bond Resolution); or

 

(d) if the District 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 Insurer and the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law; provided, however, that the exercise of remedies at the direction of the Owners is subject to the prior written consent of the Insurer, and the Insurer, acting alone, shall have the exclusive right to direct any action or remedy to be undertaken so long as it is not then in default of its payment obligations under the Municipal Bond New Issue Insurance Policy.  Under no circumstances may the principal or interest of any of the Bonds be accelerated.  The District shall notify the Insurer immediately upon the occurrence of any Event of Default.  No Event of Default shall be waived without the consent of the Insurer.  All remedies shall be cumulative with respect to the Paying Agent, the Owners and the Insurer; if any remedial action is discontinued or abandoned, the Paying Agent, the Owners and the Bond Insurer shall be restored to the former positions.

 

                             SECTION 9.2.  Notice to Insurer of Events of Default.  The Paying Agent shall provide the Insurer with immediate notice of any payment default, and notice of any other default known to the Paying Agent within five Business Days of the Paying Agent’s knowledge thereof.

 


 

ARTICLE X

 

CONCERNING FIDUCIARIES

 

                             SECTION 10.1.  Escrow Agent; Appointment and Acceptance of Duties.  Argent Trust, a Division of National Independent Trust Company, N.A., in the City of Ruston, Louisiana, is hereby appointed Escrow Agent.  The Escrow Agent shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution by executing and delivering the Escrow Agreement.  The Escrow Agent is authorized to file, on behalf of the District, subscription forms for any Government Securities required by the Escrow Agreement.

 

                             SECTION 10.2.  Paying Agent; Appointment and Acceptance of Duties.  The District will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Bond 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 Bond 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 District.

 

                             SECTION 10.3.  Successor Paying Agent.  Any successor Paying Agent shall (i) be a trust company or bank in good standing, located in or incorporated under the laws of the State, duly authorized to exercise trust powers, (ii) have a combined capital, surplus and undivided profits of at least $30,000,000, or assets under management of at least $25,000,000, (iii) be subject to supervision or examination by Federal or state authority, and (iv) be acceptable to the Insurer.  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, and until written notice thereof shall have been given to the Insurer.  The Insurer shall have the right to remove the Paying Agent upon written notice to the District and the Paying Agent.    Any successor Paying Agent, if applicable, shall not be appointed unless the Insurer approves such successor in writing.  Notwithstanding any other provision of this Bond Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of this Bond Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Municipal Bond New Issue Insurance Policy.

 

ARTICLE XI

 

MISCELLANEOUS

 

                             SECTION 11.1.  Defeasance.  (a) If the District shall pay or cause to be paid to the Owners of all Bonds then outstanding, the principal and interest to become due thereon, and any amounts which may be then payable by the District with respect to the Municipal Bond New Issue Insurance Policy to the Insurer, at the times and in the manner stipulated therein and in this Bond Resolution, then the covenants, agreements and other obligations of the District to the Bondholders and to the Insurer shall be discharged and satisfied.  In such event, the Paying Agent shall, upon the request of the District, execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the District 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 of which sufficient Defeasance Obligations shall have been set aside and held in trust by the Paying Agent or an escrow agent (through deposit by the District of funds for such payment or redemption or otherwise) at a maturity 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 shall, prior to maturity thereof, 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 or an escrow agent Defeasance Obligations, in the amounts and having such terms as are necessary to provide moneys (whether as principal 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.

 

                             No defeasance shall be effective unless the Insurer shall be provided with a copy of the accountant’s verification referred to in (iii) above, together with an opinion of Bond Counsel, addressed to the District, the Insurer and the Paying Agent, that the Bonds are no longer Outstanding under the Bond Resolution and the laws of the State.  In connection with the defeasance of any of the Bonds, the escrow agreement shall provide that no substitution of any Defeasance Obligation shall be permitted except with other qualifying Defeasance Obligations and with upon delivery of a new accountant’s verification and opinion of Bond Counsel.

 


 

                             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 or redemption price, if applicable, and interest to become due on said Bonds on and prior to such redemption date or maturity date thereof, as the case may be.

 

                             Notwithstanding the foregoing, amounts paid by the Insurer under the Municipal Bond New Issue Insurance Policy shall not be deemed to be paid or defeased and shall continue to be due and owing until paid by the District in accordance with this Bond Resolution.  All covenants, agreements and other obligations of the District to the Bondholders shall continue to exist and shall run to the benefit of the Insurer, and the Insurer shall be subrogated to the rights of such Bondholders.

 

                             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.

 

                             (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 District or the Paying Agent in accordance therewith.

 

                             SECTION 11.3.  Moneys Held for Particular Bonds.  The amounts held by the Paying Agent 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 District, the Insurer, the Paying Agent 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 District shall be for the sole and exclusive benefit of the District, the Insurer, the Paying Agent and Owners of the Bonds.

 

                             SECTION 11.5.  No Recourse on the Bonds.  No recourse shall be had for payment of 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 District or any person executing the Bonds.

 

                             SECTION 11.6.  Successors and Assigns.  Whenever in this Bond Resolution the District are named or referred to, it shall be deemed to include their successors, and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the District shall bind and inure to the benefit of their 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, or the Insurer, shall be subrogated to all the rights and remedies against the District 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; Peremption.  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.  For thirty days after the date of publication, any person in interest may contest the legality of this Bond Resolution, any provision of the Bonds, the provisions therein made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds.  After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of this Bond Resolution, any provisions of the Bonds to be issued pursuant hereto, the provisions for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever.  Thereafter, it shall be conclusively presumed that the Bonds are legal and that every legal requirement for the issuance of the Bonds has been complied with.  No court shall have authority to inquire into any of these matters after the said thirty days.

 

                             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 execute on behalf of the District such documents, certificates and instruments as they may deem necessary, upon the advice of 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.

 

                             SECTION 11.11.  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.

 

ARTICLE XII

 

SALE OF BONDS

 

                             SECTION 12.1.  Sale of Bonds.  The Bonds are hereby awarded to and sold to the Underwriter at a price and under terms and conditions to be established in the Supplemental Bond Resolution, and pursuant to a Bond Purchase Agreement in form substantially as attached hereto as Exhibit D, and after their execution, registration by the Secretary of State and authentication by the Paying Agent, the Bonds shall be delivered to the Underwriters or their agents or assigns, upon receipt by the District of the agreed purchase price.  The Executive Officers are hereby authorized, empowered and directed to deliver or cause to be executed and delivered all documents required to be executed on behalf of the District or deemed by them necessary or advisable to implement this Bond Resolution or to facilitate the sale of the Bonds.

 

                             SECTION 12.2.  Official Statement.  The District hereby approves the form and content of the Preliminary Official Statement pertaining to the Bonds, as submitted to the District, and hereby ratifies its prior use in connection with offering and sale of the Bonds.  The District further approves the form and content of the final Official Statement and hereby 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 Bonds.

 

                             SECTION 12.3.  Executive Officers Determine Bond Terms.  The Executive Officers are hereby designated as representatives of the District and are authorized to accept and execute on behalf of the District an offer of the Underwriters for purchase of the Bonds as expressly set forth in the Bond Purchase Agreement, provided (i) a policy of municipal bond insurance is obtained for the Bonds, and (ii) the offer of purchase by the Underwriters is received by the Executive Officers by not later than December 1, 2009, and such offer sets an average interest rate of less than 4.50% per annum, and a sales price of the Bonds at not less than 99.3% of the par value thereof (exclusive of bond insurance premium), plus accrued interest to the date of delivery of the Bonds.  The Executive Officers may, in their discretion, establish on behalf of the District the par value of the Bonds, the interest rates payable thereon as well as the annual principal maturities 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, the Bond Purchase Agreement, the Preliminary Official Statement and the Final Official Statement, 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.

 

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 August 15, 2011, 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.

 

                             SECTION 13.2.  Notice of Redemption.  In accordance with the resolution authorizing issuance of the Refunded Bonds, notice of redemption in substantially the form attached hereto as Exhibit E, shall be given by means of first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, addressed to the registered owner of each bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds.

 

ARTICLE XIV

 

PROVISIONS RELATING TO INSURER

 

                             SECTION 14.1.  Notices and Information to Insurer.  The District agrees to provide the Insurer with the following information:

 

                             (i) Within 120 days after the end of each Fiscal Year of the District, the District’s budget for the new year, annual audited financial statements (as soon as available if not within 120 days), and, if not presented in the audited financial statements, a statement of the Pledged Tax Revenues pledged to payment of the Bonds in such Fiscal Year;

 

                             (ii) Official Statement or other disclosure, if any, prepared in connection with issuance of additional debt, whether or not it is on parity with the Bonds within 30 days after the sale thereof; and

 

                             (iii) Such additional information as the Insurer may reasonably request from time to time.

 

                             The District further agrees to notify the Insurer of any failure of the District to provide relevant notices, certificates and other information required of the District pursuant to this Bond Resolution.

 

                             The District will permit the Insurer to discuss the affairs, finances and accounts of the District or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District, and to have access and to make copies of all books and records relating to the Bonds at any reasonable time.

 

                             In the event the District fails to comply with the requirements set forth in (i) through (iv) above, the Insurer shall have the right to direct an accounting at the District’s expense, and the District’s failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from the Insurer shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any Owner of the Bonds.

 

                             Notwithstanding any other provision of this Bond Resolution, the District shall immediately notify the Insurer if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder.

 

                             SECTION 14.2.  Payment Procedure Under Municipal Bond New Issue Insurance Policy.  For so long as the Municipal Bond New Issue Insurance Policy shall be in full force and effect, the District and the Paying Agent agree to comply with the following provisions:

 

                             (a) At least one (1) day prior to all Interest Payment Dates the Paying Agent will determine whether there will be sufficient funds in the Sinking Funds to pay the principal of or interest on the Bonds on such Interest Payment Date.  If the Paying Agent determines that there will be insufficient funds in such Sinking Funds, the Paying Agent shall so notify the Insurer.  Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both.  If the Paying Agent has not so notified the Insurer at least one (1) day prior to an Interest Payment Date, the Insurer will make payments of principal or interest due on the Bonds on or before the first (1st) day next following the date on which the Insurer shall have received notice of nonpayment from the Paying Agent.

 

                             (b) The Paying Agent shall after giving notice to the Insurer as provided in (a) above, make available to the Insurer any, at the Insurer’s direction, to the insurance trustee for the Insurer or any successor insurance trustee (the “Insurance Trustee”), the registration books of the District maintained by the Paying Agent and all records relating to the Sinking Fund maintained under this Bond Resolution.

 

                             (c) The Paying Agent shall provide the Insurer and the Insurance Trustee with a list of registered Owners of the Bonds entitled to receive principal or interest payments from the Insurer under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered Owners of Bonds entitled to receive full or partial interest payments from the Insurer and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered Owners of Bonds entitled to receive full or partial principal payments from the Insurer.

 

                             (d) The Paying Agent shall at the time it provides notice to the Insurer pursuant to (a) above, notify registered Owners of Bonds entitled to receive payment of principal or interest thereon from the Insurer (i) as to the fact of such entitlement, (ii) that the Insurer will remit to them all or part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered Owner’s right to payment, (iii) that should they be entitled to receive full payment of principal from the Insurer, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of the Insurer) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that should they be entitled to receive partial payment of principal from the Insurer, they must surrender their Bonds for payment thereon first to the Paying Agent who shall note on such Bonds the portion of the principal paid by the Paying Agent, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal.

 

                             (e) In the event that the Paying Agent has notice that any payment of principal of or interest on a Bond which has become due for payment and which is made to a Bondholder by or on behalf of the District has been deemed a preferential transfer and theretofore recovered from its registered Owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall at the time the Insurer is notified pursuant to (a) above, notify all registered Owners that in the event any registered Owner's payment is so recovered, such registered owner will be entitled to payment from the Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Paying Agent and subsequently recovered from registered Owners and the dates on which such payments were made.

 

                             (f) In addition to those rights granted the Insurer under this Bond Resolution, the Insurer shall, to the extent it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note The Insurer's rights as subrogee on the registration books of the District maintained by the Paying Agent, upon receipt from the Insurer of proof of the payment of interest thereon to the registered Owners of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note the Insurer's rights as subrogee on the registration books of the District maintained by the Paying Agent upon surrender of the Bonds by the registered Owners thereof together with proof of the payment of principal thereof.

 

                             SECTION 14.3.  Insurer As Third Party Beneficiary.  To the extent that this Bond Resolution confers upon, gives or grants to the Insurer any right, remedy or claim under or by reason of this Bond Resolution, the Insurer is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder.

 

                             SECTION 14.4.  Notices to Insurer.  Any notices required by this Bond Resolution to be sent to the Insurer shall be addressed as follows:

 

                             Assured Guaranty Corp.

                             1325 Avenue of the Americas

                             New York, NY 10019

 

ARTICLE XV

 

CONTINUING DISCLOSURE UNDERTAKINGtc "ARTICLE XV

 

CONTINUING DISCLOSURE UNDERTAKING"

 

                             SECTION 15.1.  Continuing Disclosure.  The Chief Financial Officer of the Issuer is hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix H of the official statement issued in connection with the issuance and sale of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).

 

                             ADOPTED AND APPROVED on this 3rd day of November, 2009.

 

 

                                                                                                             /s/ Elray Victorian                                    

                                                                                                             ELRAY VICTORIANM President

 

/s/ Wayne R. Savoy                    

WAYNE R. SAVOY, Secretary

 

D.  Resolution Providing for Refunding of Bonds/School District 33

 

On a motion to approve by Mr. Bernard and second by Mr. Dellafosse, the motion carried.

 

 SEQ CHAPTER \h \r 1                                                                                                                                                Lake Charles, Louisiana

                                                                                                                                                November 3, 2009

 

The Calcasieu Parish School Board, State of Louisiana, met in regular public session at its regular meeting place in the Calcasieu Parish School Board Office, 3310 Broad Street, Lake Charles, Louisiana, at 4:45 o’clock p.m. on November 3, 2009, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.

 

President, Elray Victorian, called the meeting to order and on roll call, the following members were present:

 

Joe A. Andrepont, Annette Ballard, Dale B. Bernard, Billy Breaux, Randall Burleigh, Mack Dellafosse, Chad Guidry, Fredman Hardy, Bill Jongbloed, James W. Karr, Sr., Bryan LaRocque, James W. Pitre, Elray Victorian and R. L. Webb

 

ABSENT:               Clara Duhon

 

Wayne R. Savoy, 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. Bernard and seconded by Mr. Dellafosse, was adopted by the following vote:

 

YEAS:     Mr. Andrepont, Mrs. Ballard, Mr. Bernard, Mr. Breaux, Mr. Burleigh, Mr. Dellafosse, Mr. Guidry, Mr. Hardy, Mr. Jongbloed, Mr. Karr, Mr. LaRocque, Mr. Pitre, and Mr. Webb

 

NAYS:    None

 

ABSENT:               Mrs. Duhon

 

NOT VOTING:      President Victorian

 

 

BOND RESOLUTION

 

A resolution providing for issuance, sale and delivery of  not exceeding $8,500,000 General Obligation Refunding Bonds of School District No. 33 of Calcasieu Parish, Louisiana, 2009 Series; 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 certain public school improvement bonds of said District; and providing for other matters in connection therewith.


 

 

                                WHEREAS, School District No. 33 of Calcasieu Parish, Louisiana (the “District”)  held an election on May 4, 2002 within said District, wherein the following proposition was proposed to and approved by the electorate of the District, to-wit:

 

BOND PROPOSITION

 

SUMMARY:  AUTHORITY FOR SCHOOL DISTRICT NO. 33 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $29,600,000 OF UP TO 20-YEAR PUBLIC SCHOOL IMPROVEMENT BONDS FOR ACQUIRING AND/OR IMPROVING SCHOOL BUILDINGS AND OTHER SCHOOL RELATED FACILITIES WITHIN THE DISTRICT, SAID BONDS TO BE PAYABLE FROM AD VALOREM TAXES.

 

Shall School District No. 33 of Calcasieu Parish, Louisiana, incur debt and issue bonds in an amount not exceeding $29,600,000 for a period not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding nine (9%) percent per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for said School District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which said bonds shall be retired with, paid from and secured by ad valorem taxes on all taxable property within the limits of School District No. 33 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest?

 

                WHEREAS, the District has heretofore issued $9,600,000 of its General Obligation Public School Improvement Bonds, 2004 Series B, dated November 1, 2004 on original issue, of which $8,290,000 is currently outstanding (the “Outstanding Bonds”) which Outstanding Bonds are payable from a pledge and dedication of that portion of the net avails or proceeds of ad valorem taxes levied on all properties subject to taxation within the District, all in accordance with Article VI, Section 33 and Article VII, Section 26(E) of the Constitution of the State of Louisiana, and those portions of Part II of Article VII of the Constitution of 1974 of the State of Louisiana not repealed by the 1977 Louisiana Legislature, and Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter; and

 

                                WHEREAS, the Calcasieu Parish School Board, State of Louisiana, governing authority of the District has found and determined that currently refunding the Outstanding Bonds, consisting of those bonds which mature on February 15, 2011 to February 15, 2025, inclusive (the “Refunded Bonds”), would be advantageous to the District;

 

                                WHEREAS, the Calcasieu Parish School Board has adopted a preliminary resolution on October 6, 2009, expressing its intention to issue general obligation refunding bonds of the District in an amount not to exceed $8,500,000 pursuant to the Act;

 

                                WHEREAS, the State Bond Commission will, on November 19, 2009, adopt a resolution granting authority for issuance of the Bonds in the principal amount not exceeding $8,500,000;

 

                                WHEREAS, pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, it is now the desire of the District to adopt this Bond Resolution in order to provide for issuance by the District of not exceeding $8,500,000 principal amount of its General Obligation Refunding Bonds, 2009 Series  B (the “Bonds”), 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, in connection with refunding of the Refunded Bonds, the District has found and determined that it would be of substantial benefit to purchase a municipal bond insurance policy as more fully provided for herein, and to authorize acquisition 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 to provide for the call for redemption of the Refunded Bonds, pursuant to a Notice of Call for Redemption;

 

                                WHEREAS, it is necessary that this School Board as the governing authority of the District, prescribe the form and content of the Escrow Deposit Agreement providing for payment of the principal, premium and interest of the Refunded Bonds and authorize execution thereof as hereinafter provided;

 

                                WHEREAS, the District desires to sell the Bonds to the purchasers thereof and to fix the details of the Bonds and the terms of the sale of the Bonds in accordance with the Bond Purchase Agreement attached hereto as Exhibit B;

 

                                NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, State of Louisiana, acting as the governing authority of the District, 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 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.

 

                                “Bond” or “Bonds” shall mean any or all of the General Obligation  Refunding Bonds, 2009 Series B of the District, 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.  The Bonds shall be secured by and payable from ad valorem taxes levied upon taxable properties within the District, and insured by a Financial Guaranty Insurance Policy.

 

                                “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.  Notwithstanding any provision of this Bond Resolution to the contrary, the Insurer shall, at all times, be deemed an owner of all the Bonds for the purposes of consenting to any resolution supplementing or amending this Bond 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.

 

                                “Bond Obligation” shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.

 

                                “Bond Resolution” shall mean the resolution authorizing issuance of the Bonds, as further amended and supplemented as herein provided.

 

                                “Bond Year” shall mean the one-year period ending on the principal payment date on the Bonds (February 15).

 

                                “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 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.

 


 

                                “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 charges for the preparation and distribution of a preliminary official statement and official statement, if paid by the District, 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, premiums for the insurance policy securing payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the District 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.

 

                                “Defeasance Obligations” shall mean (a) cash or (b) non callable Government Securities.

 

                                “District” shall mean School District No. 33 of Calcasieu Parish, State of Louisiana.

 

                                “Escrow Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, and its successor or successors, and any other person which may at any time be substituted in its place pursuant to the Bond Resolution.

 

                                “Escrow Agreement” shall mean the Escrow Deposit Agreement dated as of December 1, 2009, between the District and the Escrow Agent, substantially in the form attached hereto as Exhibit E, as the same may be amended from time to time, the terms of which Escrow Agreement are incorporated herein by reference.

 

                                “Executive Officers” shall mean the President, the Secretary, and the Chief Financial Officer of the Calcasieu Parish School Board.

 

                                “Financial Guaranty Insurance Policy” shall mean the municipal bond new issue insurance policy issued by the Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein.

 

                                “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 District.

 

                                “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 Bonds, Assured Guaranty Corp., or its successor and assigns.

 

                                “Interest Payment Date” shall mean February 15 and August 15 of each year, commencing February 15, 2010.

 

                                “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 or delivered to the Paying Agent for cancellation;

 

                                2.             Bonds 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 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, 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.

 

                                “Paying Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the city of Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Bond 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 Tax Revenues” shall mean the net avails or proceeds of the unlimited ad valorem tax levied against all assessable properties within the District, as approved by the electorate of the District in an election previously held therein.

 

                                “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 and approved in writing by the Insurer with notice to Standard & Poor’s Corporation.

 

                                “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.

 

                                “Refunded Bonds” shall mean those bonds of the District’s outstanding General Obligation Public School Improvement Bonds, 2004 Series B, dated November 1, 2004 on original issue, maturing February 15, 2011 to February 15, 2025, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.

 

                                “State” shall mean the State of Louisiana.

 

                                “Underwriter” shall mean Stephens Inc., Baton Rouge, Louisiana.

 

                                SECTION 1.2. Interpretation.  In 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 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.

 


 

ARTICLE II

 

AUTHORIZATION AND ISSUANCE OF BONDS

 

                SECTION 2.1.  Authorization of Bonds.  This Bond Resolution creates an issue of Bonds  to be designated “General Obligation Refunding Bonds, 2009 Series B, of School District No. 33 of Calcasieu Parish, Louisiana” 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 the Refunded Bonds on February 15, 2010, through escrow of a portion of the proceeds of the Bonds, together with other available moneys of the District, in Government Securities plus an initial cash deposit, in accordance with the terms of the Escrow Agreement, in order to provide for payment of the principal of, premium, if any, and interest on the Refunded Bonds as they mature or upon earlier redemption as provided in Section 13.1 hereof.

 

                                (c) Provision having been made for the orderly payment until maturity or earlier redemption of all the Refunded Bonds, in accordance with their terms, 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 District incidental to the Refunded Bonds, and accordingly, and in compliance with all that is herein provided, the District is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that the Refunded Bonds are paid from the Government Securities and funds so escrowed in accordance with the provisions of the Escrow Agreement, 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.

 

                                (d) The Escrow Agreement is hereby approved by the Governing Authority of the District and the Executive Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the District substantially in the form of Exhibit E hereof, with such changes, additions, deletions or completions deemed appropriate by such signing officials, and it is expressly provided and covenanted that all of the provisions for payment of the principal of, premium, if any, and interest on the Refunded Bonds from the special trust fund created under the Escrow Agreement shall be strictly observed and followed in all respects.

 

                                (e) The District does hereby find that since substantial benefits will accrue from the insurance of the Bonds, the Bonds are being insured by the Insurer and an appropriate legend shall be printed on the Bonds as evidence of such insurance.  The cost of the Financial Guaranty Insurance Policy shall be paid by the District from proceeds of the Bonds.

 


 

                                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 District with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the District 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 District 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 Tax Revenues.  The Pledged Tax 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 become due and payable, and for other purposes hereinafter set forth in this Bond Resolution.  All of the Pledged Tax 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 not exceeding $8,500,000 principal amount of Bonds to be designated “General Obligation Refunding Bonds of School District No. 33 of Calcasieu Parish, Louisiana, 2009 Series B,” for the purpose of currently refunding the Refunded Bonds.  The Bonds 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 Bond Resolution.

 

                                SECTION 2.5.  Denominations, Dates, Maturities and Interest.  The Bonds are issuable as fully registered bonds without coupons in the denominations of $5,000 principal amount or any integral multiple thereof within a single maturity, and shall be numbered R-l upwards.

 

                                The Bonds shall be dated the date of delivery thereof, shall bear interest payable on February 15 and August 15 of each year, commencing February 15, 2010, at the rates per annum and annual principal maturities set forth in the final Official Statement to be approved by the Chief Financial Officer, and shall mature on February 15 in the years 2010 through and including 2025, in the aggregate principal amount not to exceed $8,500,000.

 


 

                                The principal and premium, if any, of the Bonds 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 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 District 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.  The Chief Financial Officer of the Calcasieu Parish School Board is hereby given permission to negotiate the sale the Bonds at interest rates and terms most advantageous to the District.

 

                                SECTION 2.7.  The Chief Financial Officer is hereby authorized and empowered to effect and implement any necessary amendments and changes to the Official Statement necessary in order to market the Bonds, which amendments and changes may be requested or required by the rating agencies, the municipal bond insurer, if any, the underwriter, bond counsel, or the municipal bond market generally, and to execute a Bond Purchase Agreement with Stephens Inc. under such terms and conditions as are most favorable to the District.

 

                                SECTION 2.8.  There is hereby delegated to the Chief Financial Officer authority to designate the form of the Preliminary Official Statement, with such revisions, additions and appendices thereto as he may deem necessary, in his discretion, as the “near final official statement” within the meaning of the Rule.  Such form, when so approved by the Chief Financial Officer, is hereby authorized to be distributed to prospective purchasers of the Bonds.

 

 


 

ARTICLE III

 

GENERAL TERMS AND PROVISIONS OF THE BONDS

 

                                SECTION 3.1. Exchange of Bonds; Persons Treated as Owners.  The District 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 at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Bonds.  At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the District, the Insurer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.  Upon the occurrence and continuance of an Event of Default, as defined in Section 9.1, which would require the Insurer to make payments under the Financial Guaranty Insurance Policy, the Insurer and its designated agent shall be provided with access to inspect and copy the registration books of the District for the Bonds.

 

                                Upon surrender for registration of transfer of any Bond, the Paying Agent 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.  Whenever any Bonds are so surrendered for exchange, the Paying Agent 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, 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 Bonds.  The Paying Agent 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 District and the Paying Agent 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 District, 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 District, the Insurer and the Paying Agent, and any agent of the District, the Insurer or the Paying Agent 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 District, the Insurer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the District, the Insurer and the Paying Agent, (ii) giving to the District, the Insurer and the Paying Agent an indemnity bond in favor of the District, the Insurer and the Paying Agent in such amount as the District and the Insurer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the District and the Insurer may prescribe and (iv) paying such expenses as the District, the Insurer and the Paying Agent may incur.  All Bonds so surrendered shall be delivered to the Paying Agent 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 District 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 District, 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 La. 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 District 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 District 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 District, 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 Bonds shall be executed in the name and on behalf of the District by the manual or facsimile signatures of the President and Secretary of the Calcasieu Parish School Board, 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 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 District 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 and Secretary of State.  (a) 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 C hereto 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 Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.

 

                                (b)  The Bonds shall also be registered with the Secretary of State of Louisiana (which registration shall be by manual signature on the Bonds issued upon original issuance of the Bonds and by facsimile signature on Bonds exchanged therefor) and shall have endorsed thereon the following:

 

“OFFICE OF SECRETARY OF STATE

STATE OF LOUISIANA

BATON ROUGE, LOUISIANA

 

This Bond secured by a tax.  Registered on the ___ day of December, 2009.

 

_________________________________

                                                                  Secretary of State”

 

                SECTION 3.7.  Regularity of Proceedings.  The District, 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 the State of Louisiana.”

 

ARTICLE IV

 

PAYMENT OF BONDS; DISPOSITION OF FUNDS

 

                                SECTION 4.1.  Deposit of Funds With Paying Agent.  The District covenants that it will deposit or cause to be deposited with the Paying Agent from the moneys derived from collection of the Pledged Tax 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 Bonds, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.

 

                                SECTION 4.2.  District Obligated to Collect Tax.  In compliance with the laws of the State, the District, through the Governing Authority, by proper resolutions and/or ordinances is obligated to cause the ad valorem taxes to continue to be assessed, levied and collected for the full period of their authorization or until all of the Bonds 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, and further the District shall not discontinue or terminate or permit to be discontinued or terminated the ad valorem taxes in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would adversely effect the amount of the Pledged Tax Revenues to be received by the District until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereto.

 

                                SECTION 4.3.  Funds and Accounts.  In order that principal of and interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the District further covenants as follows:  All avails or proceeds of the ad valorem taxes constituting Pledged Tax Revenues shall be deposited as the same may be collected to the credit of the District, in a separate and special bank account established and maintained with the regularly designated fiscal agent of the Calcasieu Parish School Board and designated “School District No. 33  2009 Series B General Obligation Refunding Bond Sinking Fund” (the “Sinking Fund”).  Funds on deposit in the Sinking Fund shall constitute dedicated funds of the District, from which appropriations and expenditures by the District shall be made solely for the purposes of paying the principal of, interest on, and redemption premium, if any, of the Bonds.  Said fiscal agent shall transfer from said Sinking Fund to the paying agent bank or banks for all Bonds 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 District, 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 of the respective issues of bonds as herein provided.  All income derived from such investments shall be added to the applicable 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 Bond Resolution, and the Owners of Bonds issued pursuant to this Bond 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 cost or 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 (unless otherwise approved by the Insurer) and the proceeds thereof invested in Qualified Investments.

 

ARTICLE V

 

REDEMPTION OF BONDS

 

                                SECTION 5.1.  Optional Redemption.  Those Bonds maturing February 15, 2016 and thereafter, shall be callable for redemption at the option of the District prior to their stated maturities, in full at any time on or after February 15, 2015, or in part, in the inverse order of their maturities, and if less than a full maturity then by lot within such maturity, on any Interest Payment Date on or after February 15, 2015, at a redemption price of 100% of the principal amount of each Bond redeemed, together with accrued interest to the date fixed for redemption.

 

                                In the event a Bond to be 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.  Notice to Paying Agent.  In the case of any redemption of Bonds, the District shall give written notice to the Paying Agent and the Insurer 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 forty-five (45) days prior to the redemption date.

 

                                SECTION 5.3.  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 for random selection.

 

                                SECTION 5.4.  Notice of Redemption.  Notice of any such redemption shall be given by the Paying Agent 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 and to the Insurer.  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 a refunding unless the District shall have theretofore deposited moneys available therefore with the Paying Agent in an amount which, in addition to other amounts, if any, available therefor held by the Paying Agent, 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 the Insurer, or any defect therein, shall not affect the validity of any proceedings for the redemption of other Bonds.

 

                                All notices of 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.  On or before any redemption date the Paying Agent shall segregate and hold in trust funds furnished by the District for payment of the Bonds or portions thereof called, together with accrued interest thereon and premium, if any, to the redemption date. Upon the giving of notice and deposit of funds for redemption, interest on such Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption.  If said moneys shall not be 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.  No payment shall be made by the Paying Agent upon any Bond or portion thereof called for redemption until such Bond or portion thereof shall have been delivered for payment or cancellation or the Paying Agent shall have received the items required by Section 3.2 with respect to any mutilated, lost, stolen or destroyed Bond.  Upon surrender of any Bond for redemption in part only, the Paying Agent shall register and deliver to the Owner thereof a new Bond or Bonds of authorized denominations of maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered.

 

                                SECTION 5.6.  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.

 

                                SECTION 5.7.  Purchase of Bonds.  The Paying Agent shall endeavor to apply any moneys furnished by the District for the redemption of Bonds (but not committed to the redemption of Bonds as to which notice of redemption has been given) to the purchase of appropriate outstanding Bonds.  In accordance with Section 3.4, any Bonds so purchased shall be canceled.  Subject to the above limitations, the Paying Agent, at the direction of the District, shall purchase Bonds at such times, for such prices, in such amounts and in such manner (whether after advertisement for tenders or otherwise) with monies made available by the District for such purpose, provided, however, that the Paying Agent shall not expend amounts for the purchase of Bonds of a particular maturity (excluding accrued interest, but including any brokerage or other charges) in excess of the amount that would otherwise be expended for the redemption of Bonds of such maturity, plus accrued interest, and, provided further, that the District may, in its  discretion, direct the Paying Agent to advertise for tenders for the purchase of Bonds not less than sixty (60) days prior to any date for redemption of Bonds.

 


 

ARTICLE VI

 

PARTICULAR COVENANTS, ADDITIONAL BONDS

 

                                SECTION 6.1.  Obligation of the District in Connection with Issuance of the Bonds.  As a condition of the issuance of the Bonds, the District hereby binds and obligates itself  to: (a) deposit irrevocably in trust with the Escrow Agent under the terms and conditions of the Escrow Agreement, as hereinafter provided, an amount of the proceeds derived from issuance and sale of the Bonds (exclusive of accrued interest), together with additional moneys of the District, as will enable the Escrow Agent to pay in full on January 15, 2010, the Refunded Bonds; (b) deposit in trust with the Escrow Agent such amount of the proceeds of the Bonds as will enable the Escrow Agent to pay the Costs of Issuance and the costs properly attributable to the establishment and administration of the Escrow Fund.

 

                                SECTION 6.2.  Payment of Bonds.  The District shall budget in each Fiscal Year sufficient Pledged Tax 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 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 6.3.  Tax Covenants.  (A) To the extent permitted by the laws of the State, the District 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 District 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 Bonds or any other funds of the District 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 District shall not permit at any time or times any proceeds of the Bonds or any other funds of the District 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 District has found and determined that the Bonds herein authorized may be and are hereby designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.

 


 

                                SECTION 6.4.  Obligation to Collect Taxes.  The District recognizes that the Governing Authority is bound under the terms and provisions of law, to levy and impose and cause the enforcement and collection the ad valorem taxes 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 the levying, imposition, enforcement and collection of the ad valorem taxes 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 the ad valorem taxes and pursuant to which the ad valorem taxes are being levied, collected and allocated, and the obligation to continue to levy, collect and allocate the ad valorem taxes and to apply the Pledged Tax 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 Louisiana, nor the District may discontinue the ad valorem taxes or permit to be discontinued the ad valorem taxes in anticipation of the collection of which the Bonds have been issued or in any way make any change in ad valorem taxes which would diminish the amount of the Pledged Tax Revenues to be received by the District 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 District shall require all of its officers and employees who may be in a position of authority or in possession of money derived from collection of the ad valorem taxes, 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 District from loss.

 

                                SECTION 6.6.  District to Maintain Books and Records.  So long as any of the Bonds are outstanding and unpaid in principal or interest, the District 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 the receipts of the 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 District 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, and shall provide a copy of such audit to the Insurer immediately upon the completion thereof.  Such audit shall be available for inspection upon request by the Owners of any of the Bonds and the Insurer.  The District further agrees that the Paying Agent, the Insurer and the Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the District relating to the ad valorem taxes.

 

                                SECTION 6.7.  Pledged Tax Revenues Not Encumbered.  As of this date, the Pledged Tax Revenues are not pledged or encumbered in any way, except to the payment of the Refunded Bonds and other bonds previously issued by the District.

 


 

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 and the Insurer 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 District in the Bond Resolution other covenants and agreements to be observed by the District 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 District 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 District 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 District 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.  Notwithstanding the foregoing, no provision of the Bond Resolution expressly recognizing or granting rights in or to the Insurer may be amended in any manner which affects the rights of the Insurer under the Bond Resolution without the prior written consent of the Insurer.

 

                                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 District 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 District to levy and collect the ad valorem taxes 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.  The consent of the Insurer shall be required (i) in addition to Bondholder consent, when required, for the adoption of any supplemental resolution, and all supplemental resolutions must be filed with the Insurer immediately upon adoption, (ii) for removal of the Paying Agent and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholders consent.

 


 

ARTICLE VIII

 

PARITY BONDS

 

                                SECTION 8.1.  Issuance of Parity Bonds.  All of the Bonds shall enjoy complete parity of lien on the Pledged Tax Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds.  The District may issue other bonds or obligations payable from or enjoying a lien on the Pledged Tax Revenues on a parity with the Bonds.

 

                                The Bonds or any part thereof, including interest and redemption premiums thereon, may be refunded and the refunding 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 refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds refunded.

 


 

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 (in determining whether a principal payment default has occurred, no effect shall be given to payments made under the Financial Guaranty Insurance Policy); 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 (in determining whether an interest payment default has occurred, no effect shall be given to payments made under the Municipal Issue Insurance Policy); or

 

(c) if default shall be made by the District 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 District by the Insurer or the Owners of not less than 25% of the Bond Obligation (as defined in the Bond Resolution); or

 

(d) if the District 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 Insurer and the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law; provided, however, that the exercise of remedies at the direction of the Owners is subject to the prior written consent of the Insurer, and the Insurer, acting alone, shall have the exclusive right to direct any action or remedy to be undertaken so long as it is not then in default of its payment obligations under the Financial Guaranty Insurance Policy.  Under no circumstances may the principal or interest of any of the Bonds be accelerated.  The District shall notify the Insurer immediately upon the occurrence of any Event of Default.  No Event of Default shall be waived without the consent of the Insurer.  All remedies shall be cumulative with respect to the Paying Agent, the Owners and the Insurer; if any remedial action is discontinued or abandoned, the Paying Agent, the Owners and the Bond Insurer shall be restored to the former positions.

 

                                SECTION 9.2.  Notice to Insurer of Events of Default.  The Paying Agent shall provide the Insurer with immediate notice of any payment default, and notice of any other default known to the Paying Agent within five Business Days of the Paying Agent’s knowledge thereof.

 


 

ARTICLE X

 

CONCERNING FIDUCIARIES

                                SECTION 10.1.  Escrow Agent; Appointment and Acceptance of Duties.  Argent Trust, a Division of National Independent Trust Company, N.A., in the City of Ruston, Louisiana, is hereby appointed Escrow Agent.  The Escrow Agent shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution by executing and delivering the Escrow Agreement.  The Escrow Agent is authorized to file, on behalf of the District, subscription forms for any Government Securities required by the Escrow Agreement.

 

                                SECTION 10.2.  Paying Agent; Appointment and Acceptance of Duties.  The District will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Bond 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 Bond 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 District.

 

                                SECTION 10.3.  Successor Paying Agent.  Any successor Paying Agent shall (i) be a trust company or bank in good standing, located in or incorporated under the laws of the State, duly authorized to exercise trust powers, (ii) have a combined capital, surplus and undivided profits of at least $30,000,000, or assets under management of at least $25,000,000, (iii) be subject to supervision or examination by Federal or state authority, and (iv) be acceptable to the Insurer.  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, and until written notice thereof shall have been given to the Insurer.  The Insurer shall have the right to remove the Paying Agent upon written notice to the District and the Paying Agent.  Any successor Paying Agent, if applicable, shall not be appointed unless the Insurer approves such successor in writing.  Notwithstanding any other provision of this Bond Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of this Bond Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Municipal Bond New Issue Insurance Policy.

 

ARTICLE XI

 

MISCELLANEOUS

 

                                SECTION 11.1.  Defeasance.  (a) If the District shall pay or cause to be paid to the Owners of all Bonds then outstanding, the principal and interest to become due thereon, and any amounts which may be then payable by the District with respect to the Municipal Bond New Issue Insurance Policy to the Insurer, at the times and in the manner stipulated therein and in this Bond Resolution, then the covenants, agreements and other obligations of the District to the Bondholders and to the Insurer shall be discharged and satisfied.  In such event, the Paying Agent shall, upon the request of the District, execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the District 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 of which sufficient Defeasance Obligations shall have been set aside and held in trust by the Paying Agent or an escrow agent (through deposit by the District of funds for such payment or redemption or otherwise) at a maturity 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 shall, prior to maturity thereof, 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 or an escrow agent Defeasance Obligations, in the amounts and having such terms as are necessary to provide moneys (whether as principal 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.

 

                                No defeasance shall be effective unless the Insurer shall be provided with a copy of the accountant’s verification referred to in (iii) above, together with an opinion of Bond Counsel, addressed to the District, the Insurer and the Paying Agent, that the Bonds are no longer Outstanding under the Bond Resolution and the laws of the State.  In connection with the defeasance of any of the Bonds, the escrow agreement shall provide that no substitution of any Defeasance Obligation shall be permitted except with other qualifying Defeasance Obligations and with upon delivery of a new accountant’s verification and opinion of Bond Counsel.

 

                                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 or redemption price, if applicable, and interest to become due on said Bonds on and prior to such redemption date or maturity date thereof, as the case may be.

 

                                Notwithstanding the foregoing, amounts paid by the Insurer under the Municipal Bond New Issue Insurance Policy shall not be deemed to be paid or defeased and shall continue to be due and owing until paid by the District in accordance with this Bond Resolution.  All covenants, agreements and other obligations of the District to the Bondholders shall continue to exist and shall run to the benefit of the Insurer, and the Insurer shall be subrogated to the rights of such Bondholders.

 

                                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.

 

                                (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 District or the Paying Agent in accordance therewith.

 

                                SECTION 11.3.  Moneys Held for Particular Bonds.  The amounts held by the Paying Agent 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 District, the Insurer, the Paying Agent 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 District shall be for the sole and exclusive benefit of the District, the Insurer, the Paying Agent and Owners of the Bonds.

 

                                SECTION 11.5.  No Recourse on the Bonds.  No recourse shall be had for payment of 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 District or any person executing the Bonds.

 

                                SECTION 11.6.  Successors and Assigns.  Whenever in this Bond Resolution the District are named or referred to, it shall be deemed to include their successors, and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the District shall bind and inure to the benefit of their 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, or the Insurer, shall be subrogated to all the rights and remedies against the District 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; Peremption.  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.  For thirty days after the date of publication, any person in interest may contest the legality of this Bond Resolution, any provision of the Bonds, the provisions therein made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds.  After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of this Bond Resolution, any provisions of the Bonds to be issued pursuant hereto, the provisions for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever.  Thereafter, it shall be conclusively presumed that the Bonds are legal and that every legal requirement for the issuance of the Bonds has been complied with.  No court shall have authority to inquire into any of these matters after the said thirty days.

 

                                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 execute on behalf of the District such documents, certificates and instruments as they may deem necessary, upon the advice of 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.

 

                                SECTION 11.11.  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.

 

ARTICLE XII

 

SALE OF BONDS

 

                                SECTION 12.1.  Sale of Bonds.  The Bonds are hereby awarded to and sold to the Underwriters at a price and under terms and conditions to be established in the Supplemental Bond Resolution, and pursuant to a Bond Purchase Agreement in form substantially as attached hereto as Exhibit B, and after their execution, registration by the Secretary of State and authentication by the Paying Agent, the Bonds shall be delivered to the Underwriters or their agents or assigns, upon receipt by the District of the agreed purchase price.  The Executive Officers are hereby authorized, empowered and directed to deliver or cause to be executed and delivered all documents required to be executed on behalf of the District or deemed by them necessary or advisable to implement this Bond Resolution or to facilitate the sale of the Bonds.

 

                                SECTION 12.2.  Official Statement.  The District hereby approves the form and content of the Preliminary Official Statement pertaining to the Bonds, as submitted to the District, and hereby ratifies its prior use in connection with offering and sale of the Bonds.  The District further approves the form and content of the final Official Statement and hereby 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 Bonds.

 

                                SECTION 12.3.  Executive Officers Determine Bond Terms.  The Executive Officers are hereby designated as representatives of the District and are authorized to accept and execute on behalf of the District an offer of the Underwriters for purchase of the Bonds as expressly set forth in the Bond Purchase Agreement, provided (i) a financial guaranty insurance policy is obtained for the Bonds, and (ii) the offer of purchase by the Underwriters is received by the Executive Officers by not later than December 1, 2009, and such offer sets an average interest rate of less than 4.50% per annum, and a sales price of the Bonds at not less than 99.3% of the par value thereof (exclusive of bond insurance premium), plus accrued interest to the date of delivery of the Bonds.  The Executive Officers may, in their discretion, establish on behalf of the District the par value of the Bonds, the interest rates payable thereon as well as the annual principal maturities 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, the Bond Purchase Agreement, the Preliminary Official Statement and the Final Official Statement, 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.

 

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 February 15, 2010, 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.

 

                                SECTION 13.2.  Notice of Redemption.  In accordance with the resolution authorizing issuance of the Refunded Bonds, notice of redemption in substantially the form attached hereto as Exhibit D, shall be given by means of first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, addressed to the registered owner of each bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds.

 

ARTICLE XIV

 

PROVISIONS RELATING TO INSURER

 

                                SECTION 14.1.  Notices and Information to Insurer.  The District agrees to provide the Insurer with the following information:

 

                                (i) Within 120 days after the end of each Fiscal Year of the District, the District’s budget for the new year, annual audited financial statements (as soon as available if not within 120 days), and, if not presented in the audited financial statements, a statement of the Pledged Tax Revenues pledged to payment of the Bonds in such Fiscal Year;

 

                                (ii) Official Statement or other disclosure, if any, prepared in connection with issuance of additional debt, whether or not it is on parity with the Bonds within 30 days after the sale thereof; and

 

                                (iii) Such additional information as the Insurer may reasonably request from time to time.

 

                                The District further agrees to notify the Insurer of any failure of the District to provide relevant notices, certificates and other information required of the District pursuant to this Bond Resolution.

 

                                The District will permit the Insurer to discuss the affairs, finances and accounts of the District or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District, and to have access and to make copies of all books and records relating to the Bonds at any reasonable time.

 

                                In the event the District fails to comply with the requirements set forth in (i) through (iv) above, the Insurer shall have the right to direct an accounting at the District’s expense, and the District’s failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from the Insurer shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any Owner of the Bonds.

 

                                Notwithstanding any other provision of this Bond Resolution, the District shall immediately notify the Insurer if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder.

 

                                SECTION 14.2.  Payment Procedure Under Financial Guaranty Insurance Policy.  For so long as the Financial Guaranty Insurance Policy shall be in full force and effect, the District and the Paying Agent agree to comply with the following provisions:

 

                                (a) At least one (1) day prior to all Interest Payment Dates the Paying Agent will determine whether there will be sufficient funds in the Sinking Funds to pay the principal of or interest on the Bonds on such Interest Payment Date.  If the Paying Agent determines that there will be insufficient funds in such Sinking Funds, the Paying Agent shall so notify the Insurer.  Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both.  If the Paying Agent has not so notified the Insurer at least one (1) day prior to an Interest Payment Date, the Insurer will make payments of principal or interest due on the Bonds on or before the first (1st) day next following the date on which the Insurer shall have received notice of nonpayment from the Paying Agent.

 

                                (b) The Paying Agent shall after giving notice to the Insurer as provided in (a) above, make available to the Insurer any, at the Insurer’s direction, to the insurance trustee for the Insurer or any successor insurance trustee (the “Insurance Trustee”), the registration books of the District maintained by the Paying Agent and all records relating to the Sinking Fund maintained under this Bond Resolution.

 

                                (c) The Paying Agent shall provide the Insurer and the Insurance Trustee with a list of registered Owners of the Bonds entitled to receive principal or interest payments from the Insurer under the terms of the Financial Guaranty Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered Owners of Bonds entitled to receive full or partial interest payments from the Insurer and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered Owners of Bonds entitled to receive full or partial principal payments from the Insurer.

 

                                (d) The Paying Agent shall at the time it provides notice to the Insurer pursuant to (a) above, notify registered Owners of Bonds entitled to receive payment of principal or interest thereon from the Insurer (i) as to the fact of such entitlement, (ii) that the Insurer will remit to them all or part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered Owner’s right to payment, (iii) that should they be entitled to receive full payment of principal from the Insurer, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of the Insurer) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that should they be entitled to receive partial payment of principal from the Insurer, they must surrender their Bonds for payment thereon first to the Paying Agent who shall note on such Bonds the portion of the principal paid by the Paying Agent, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal.

 

                                (e) In the event that the Paying Agent has notice that any payment of principal of or interest on a Bond which has become due for payment and which is made to a Bondholder by or on behalf of the District has been deemed a preferential transfer and theretofore recovered from its registered Owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall at the time the Insurer is notified pursuant to (a) above, notify all registered Owners that in the event any registered Owner's payment is so recovered, such registered owner will be entitled to payment from the Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Paying Agent and subsequently recovered from registered Owners and the dates on which such payments were made.

 

                                (f) In addition to those rights granted the Insurer under this Bond Resolution, the Insurer shall, to the extent it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Financial Guaranty Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note The Insurer's rights as subrogee on the registration books of the District maintained by the Paying Agent, upon receipt from the Insurer of proof of the payment of interest thereon to the registered Owners of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note the Insurer's rights as subrogee on the registration books of the District maintained by the Paying Agent upon surrender of the Bonds by the registered Owners thereof together with proof of the payment of principal thereof.

 

                                SECTION 14.3.  Insurer As Third Party Beneficiary.  To the extent that this Bond Resolution confers upon, gives or grants to the Insurer any right, remedy or claim under or by reason of this Bond Resolution, the Insurer is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder.

 

                                SECTION 14.4.  Notices to Insurer.  Any notices required by this Bond Resolution to be sent to the Insurer shall be addressed as follows:

 

                                Assured Guaranty Corp.

                                1325 Avenue of the Americas

                                New York, NY 10019

ARTICLE XV

 

CONTINUING DISCLOSURE UNDERTAKINGtc "ARTICLE XV

 

CONTINUING DISCLOSURE UNDERTAKING"

 

                                SECTION 15.1.  Continuing Disclosure.  The Chief Financial Officer of the District is hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix H of the official statement issued in connection with the issuance and sale of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).

 

                                ADOPTED AND APPROVED on this 3rd day of November, 2009.

 

                                                                                                                /s/ Elray Victorian                                    

                                                                                                                ELRAY VICTORIAN, President

 

/s/ Wayne R. Savoy                    

WAYNE R. SAVOY, Secretary

                               

 

E.  Resolution Providing for Refunding of Bonds/School District 34

 

On a motion to approve by Mr. Bernard and second by Mr. Dellafosse, the motion carried.

 

 SEQ CHAPTER \h \r 1                                                                                                Lake Charles, Louisiana

                                                                                                November 3, 2009

 

                                The Calcasieu Parish School Board, State of Louisiana, met in regular public session at its regular meeting place in the Calcasieu Parish School Board Office, 3310 Broad Street, Lake Charles, Louisiana, at 4:45 o’clock p.m. on November 3, 2009, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.

 

                                President, Elray Victorian, called the meeting to order and on roll call, the following members were present:

 

Joe A. Andrepont, Annette Ballard, Dale B. Bernard, Billy Breaux, Randall Burleigh, Mack Dellafosse, Chad Guidry, Fredman Hardy, Bill Jongbloed, James W. Karr, Sr., Bryan LaRocque, James W. Pitre, Elray Victorian and R. L. Webb

 

ABSENT:               Clara Duhon

 

                                Wayne R. Savoy, 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. Bernard and seconded by Mr. Dellafosse, was adopted by the following vote:

 

YEAS:     Mr. Andrepont, Mrs. Ballard, Mr. Bernard, Mr. Breaux, Mr. Burleigh, Mr. Dellafosse, Mr. Guidry, Mr. Hardy, Mr. Jongbloed, Mr. Karr, Mr. LaRocque, Mr. Pitre, and Mr. Webb

 

NAYS:    None

 

ABSENT:               Mrs. Duhon

 

NOT VOTING:      President Victorian

 

 

BOND RESOLUTION

 

A resolution providing for issuance, sale and delivery of  not exceeding $12,500,000 General Obligation Refunding Bonds of School District No. 34 of Calcasieu Parish, Louisiana, 2009 Series B; 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 certain public school improvement bonds of said District; and providing for other matters in connection therewith.


 

 

WHEREAS, School District No. 34 of Calcasieu Parish, Louisiana (the “District”)  held an election on July 20, 2002 within said District, wherein the following proposition was proposed to and approved by the electorate of the District, to-wit:

 

BOND PROPOSITION NO. 1

 

SUMMARY:  AUTHORITY FOR SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $34,000,000 OF 20-YEAR PUBLIC SCHOOL IMPROVEMENT BONDS FOR ACQUIRING AND/OR IMPROVING SCHOOL BUILDINGS AND OTHER SCHOOL RELATED FACILITIES WITHIN THE DISTRICT, SAID BONDS TO BE PAYABLE FROM AD VALOREM TAXES.

 

Shall School District No. 34 of Calcasieu Parish, Louisiana (the “District”) incur debt and issue bonds in an amount not exceeding $34,000,000 for a period not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding Nine (9%) percent per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for the District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which said bonds shall be retired with, paid from and secured by ad valorem taxes on all taxable property within the limits of the District sufficient in rate and amount to pay said bonds in principal and interest?

 

 

WHEREAS, the District has heretofore issued $14,000,000 of its General Obligation Public School Improvement Bonds, 2005 Series, dated January 15, 2005 on original issue, of which $12,090,000 is currently outstanding (the “Outstanding Bonds”) which Outstanding Bonds are payable from a pledge and dedication of that portion of the net avails or proceeds of ad valorem taxes levied on all properties subject to taxation within the District, all in accordance with Article VI, Section 34 and Article VII, Section 26(E) of the Constitution of the State of Louisiana, and those portions of Part II of Article VII of the Constitution of 1974 of the State of Louisiana not repealed by the 1977 Louisiana Legislature, and Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter; and

 

WHEREAS, the Calcasieu Parish School Board, State of Louisiana, governing authority of the District has found and determined that currently refunding the Outstanding Bonds, consisting of those bonds which mature on January 15, 2011 to January 15, 2025, inclusive (the “Refunded Bonds”), would be advantageous to the District;

 


 

WHEREAS, the Calcasieu Parish School Board has adopted a preliminary resolution on October 6, 2009, expressing its intention to issue general obligation refunding bonds of the District in an amount not to exceed $12,500,000 pursuant to the Act;

 

WHEREAS, the State Bond Commission will, on November 19, 2009, adopt a resolution granting authority for issuance of the Bonds in the principal amount not exceeding $12,500,000;

 

WHEREAS, pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, it is now the desire of the District to adopt this Bond Resolution in order to provide for issuance by the District of not exceeding $12,500,000 principal amount of its General Obligation Refunding Bonds, 2009 Series B (the “Bonds”), 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, in connection with refunding of the Refunded Bonds, the District has found and determined that it would be of substantial benefit to purchase a municipal bond insurance policy as more fully provided for herein, and to authorize acquisition 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 to provide for the call for redemption of the Refunded Bonds, pursuant to a Notice of Call for Redemption;

 

WHEREAS, it is necessary that this School Board as the governing authority of the District, prescribe the form and content of the Escrow Deposit Agreement providing for payment of the principal, premium and interest of the Refunded Bonds and authorize execution thereof as hereinafter provided;

 

WHEREAS, the District desires to sell the Bonds to the purchasers thereof and to fix the details of the Bonds and the terms of the sale of the Bonds in accordance with the Bond Purchase Agreement attached hereto as Exhibit B;

 

NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, State of Louisiana, acting as the governing authority of the District, 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 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.

 

                                “Bond” or “Bonds” shall mean any or all of the General Obligation  Refunding Bonds, 2009 Series B of the District, 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.  The Bonds shall be secured by and payable from ad valorem taxes levied upon taxable properties within the District, and insured by a Financial Guaranty Insurance Policy.

 

                                “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.  Notwithstanding any provision of this Bond Resolution to the contrary, the Insurer shall, at all times, be deemed an owner of all the Bonds for the purposes of consenting to any resolution supplementing or amending this Bond 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.

 

                                “Bond Obligation” shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.

 

                                “Bond Resolution” shall mean the resolution authorizing issuance of the Bonds, as further amended and supplemented as herein provided.

 

                                “Bond Year” shall mean the one-year period ending on the principal payment date on the Bonds (January 15).

 

                                “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 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.

 


 

                                “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 charges for the preparation and distribution of a preliminary official statement and official statement, if paid by the District, 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, premiums for the insurance policy securing payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the District 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.

 

                                “Defeasance Obligations” shall mean (a) cash or (b) non callable Government Securities.

 

                                “District” shall mean School District No. 34 of Calcasieu Parish, State of Louisiana.

 

                                “Escrow Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, and its successor or successors, and any other person which may at any time be substituted in its place pursuant to the Bond Resolution.

 

                                “Escrow Agreement” shall mean the Escrow Deposit Agreement dated as of December 1, 2009, between the District and the Escrow Agent, substantially in the form attached hereto as Exhibit E, as the same may be amended from time to time, the terms of which Escrow Agreement are incorporated herein by reference.

 

                                “Executive Officers” shall mean the President, the Secretary, and the Chief Financial Officer of the Calcasieu Parish School Board.

 

                                “Financial Guaranty Insurance Policy” shall mean the municipal bond new issue insurance policy issued by the Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein.

 

                                “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 District.

 

                                “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 Bonds, Assured Guaranty Corp., or its successor and assigns.

 

                                “Interest Payment Date” shall mean January 15 and July 15 of each year, commencing January 15, 2010.

 

                                “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 or delivered to the Paying Agent for cancellation;

 

                                2.             Bonds 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 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, 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.

 

                                “Paying Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the city of Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Bond 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 Tax Revenues” shall mean the net avails or proceeds of the unlimited ad valorem tax levied against all assessable properties within the District, as approved by the electorate of the District in an election previously held therein.

 

                                “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 and approved in writing by the Insurer with notice to Standard & Poor’s Corporation.

 

                                “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.

 

                                “Refunded Bonds” shall mean those bonds of the District’s outstanding General Obligation Public School Improvement Bonds, 2004 Series, dated January 15, 2004 on original issue, maturing January 15, 2010 to January 15, 2024, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.

 

                                “State” shall mean the State of Louisiana.

 

                                “Underwriter” shall mean Stephens Inc., Baton Rouge, Louisiana.

 

                                SECTION 1.2. Interpretation.  In 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 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.

 


 

ARTICLE II

 

AUTHORIZATION AND ISSUANCE OF BONDS

 

                SECTION 2.1.  Authorization of Bonds.  This Bond Resolution creates an issue of Bonds  to be designated “General Obligation Refunding Bonds, 2009 Series B, of School District No. 34 of Calcasieu Parish, Louisiana” 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 the Refunded Bonds on January 15, 2010, through escrow of a portion of the proceeds of the Bonds, together with other available moneys of the District, in Government Securities plus an initial cash deposit, in accordance with the terms of the Escrow Agreement, in order to provide for payment of the principal of, premium, if any, and interest on the Refunded Bonds as they mature or upon earlier redemption as provided in Section 13.1 hereof.

 

                                (c) Provision having been made for the orderly payment until maturity or earlier redemption of all the Refunded Bonds, in accordance with their terms, 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 District incidental to the Refunded Bonds, and accordingly, and in compliance with all that is herein provided, the District is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that the Refunded Bonds are paid from the Government Securities and funds so escrowed in accordance with the provisions of the Escrow Agreement, 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.

 

                                (d) The Escrow Agreement is hereby approved by the Governing Authority of the District and the Executive Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the District substantially in the form of Exhibit E hereof, with such changes, additions, deletions or completions deemed appropriate by such signing officials, and it is expressly provided and covenanted that all of the provisions for payment of the principal of, premium, if any, and interest on the Refunded Bonds from the special trust fund created under the Escrow Agreement shall be strictly observed and followed in all respects.

 

                                (e) The District does hereby find that since substantial benefits will accrue from the insurance of the Bonds, the Bonds are being insured by the Insurer and an appropriate legend shall be printed on the Bonds as evidence of such insurance.  The cost of the Financial Guaranty Insurance Policy shall be paid by the District from proceeds of the Bonds.

 


 

                                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 District with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the District 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 District 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 Tax Revenues.  The Pledged Tax 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 become due and payable, and for other purposes hereinafter set forth in this Bond Resolution.  All of the Pledged Tax 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 not exceeding $12,500,000 principal amount of Bonds to be designated “General Obligation Refunding Bonds of School District No. 34 of Calcasieu Parish, Louisiana, 2009 Series B,” for the purpose of currently refunding the Refunded Bonds.  The Bonds 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 Bond Resolution.

 

                                SECTION 2.5.  Denominations, Dates, Maturities and Interest.  The Bonds are issuable as fully registered bonds without coupons in the denominations of $5,000 principal amount or any integral multiple thereof within a single maturity, and shall be numbered R-l upwards.

 

                                The Bonds shall be dated the date of delivery thereof, shall bear interest payable on January 15 and July 15 of each year, commencing January 15, 2010, at the rates per annum and annual principal maturities set forth in the final Official Statement to be approved by the Chief Financial Officer, and shall mature on January 15 in the years 2010 through and including 2025, in the aggregate principal amount not to exceed $12,500,000.

 


 

                                The principal and premium, if any, of the Bonds 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 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 District 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.  The Chief Financial Officer of the Calcasieu Parish School Board is hereby given permission to negotiate the sale the Bonds at interest rates and terms most advantageous to the District.

 

                                SECTION 2.7.  The Chief Financial Officer is hereby authorized and empowered to effect and implement any necessary amendments and changes to the Official Statement necessary in order to market the Bonds, which amendments and changes may be requested or required by the rating agencies, the municipal bond insurer, if any, the underwriter, bond counsel, or the municipal bond market generally, and to execute a Bond Purchase Agreement with Stephens Inc. under such terms and conditions as are most favorable to the District.

 

                                SECTION 2.8.  There is hereby delegated to the Chief Financial Officer authority to designate the form of the Preliminary Official Statement, with such revisions, additions and appendices thereto as he may deem necessary, in his discretion, as the “near final official statement” within the meaning of the Rule.  Such form, when so approved by the Chief Financial Officer, is hereby authorized to be distributed to prospective purchasers of the Bonds.

 


 

ARTICLE III

 

GENERAL TERMS AND PROVISIONS OF THE BONDS

 

                                SECTION 3.1. Exchange of Bonds; Persons Treated as Owners.  The District 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 at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Bonds.  At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the District, the Insurer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.  Upon the occurrence and continuance of an Event of Default, as defined in Section 9.1, which would require the Insurer to make payments under the Financial Guaranty Insurance Policy, the Insurer and its designated agent shall be provided with access to inspect and copy the registration books of the District for the Bonds.

 

                                Upon surrender for registration of transfer of any Bond, the Paying Agent 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.  Whenever any Bonds are so surrendered for exchange, the Paying Agent 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, 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 Bonds.  The Paying Agent 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 District and the Paying Agent 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 District, 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 District, the Insurer and the Paying Agent, and any agent of the District, the Insurer or the Paying Agent 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 District, the Insurer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the District, the Insurer and the Paying Agent, (ii) giving to the District, the Insurer and the Paying Agent an indemnity bond in favor of the District, the Insurer and the Paying Agent in such amount as the District and the Insurer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the District and the Insurer may prescribe and (iv) paying such expenses as the District, the Insurer and the Paying Agent may incur.  All Bonds so surrendered shall be delivered to the Paying Agent 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 District 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 District, 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 La. 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 District 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 District 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 District, 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 Bonds shall be executed in the name and on behalf of the District by the manual or facsimile signatures of the President and Secretary of the Calcasieu Parish School Board, 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 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 District 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 and Secretary of State.  (a) 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 C hereto 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 Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.

 

                                (b)  The Bonds shall also be registered with the Secretary of State of Louisiana (which registration shall be by manual signature on the Bonds issued upon original issuance of the Bonds and by facsimile signature on Bonds exchanged therefor) and shall have endorsed thereon the following:

 

“OFFICE OF SECRETARY OF STATE

STATE OF LOUISIANA

BATON ROUGE, LOUISIANA

 

This Bond secured by a tax.  Registered on the ___ day of December, 2009.

 

_________________________________

                                                                  Secretary of State”

 

                SECTION 3.7.  Regularity of Proceedings.  The District, 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 the State of Louisiana.”

 

ARTICLE IV

 

PAYMENT OF BONDS; DISPOSITION OF FUNDS

 

                                SECTION 4.1.  Deposit of Funds With Paying Agent.  The District covenants that it will deposit or cause to be deposited with the Paying Agent from the moneys derived from collection of the Pledged Tax 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 Bonds, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.

 

                                SECTION 4.2.  District Obligated to Collect Tax.  In compliance with the laws of the State, the District, through the Governing Authority, by proper resolutions and/or ordinances is obligated to cause the ad valorem taxes to continue to be assessed, levied and collected for the full period of their authorization or until all of the Bonds 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, and further the District shall not discontinue or terminate or permit to be discontinued or terminated the ad valorem taxes in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would adversely effect the amount of the Pledged Tax Revenues to be received by the District until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereto.

 

                                SECTION 4.3.  Funds and Accounts.  In order that principal of and interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the District further covenants as follows:  All avails or proceeds of the ad valorem taxes constituting Pledged Tax Revenues shall be deposited as the same may be collected to the credit of the District, in a separate and special bank account established and maintained with the regularly designated fiscal agent of the Calcasieu Parish School Board and designated “School District No. 34  2009 Series B General Obligation Refunding Bond Sinking Fund” (the “Sinking Fund”).  Funds on deposit in the Sinking Fund shall constitute dedicated funds of the District, from which appropriations and expenditures by the District shall be made solely for the purposes of paying the principal of, interest on, and redemption premium, if any, of the Bonds.  Said fiscal agent shall transfer from said Sinking Fund to the paying agent bank or banks for all Bonds 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 District, 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 of the respective issues of bonds as herein provided.  All income derived from such investments shall be added to the applicable 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 Bond Resolution, and the Owners of Bonds issued pursuant to this Bond 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 cost or 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 (unless otherwise approved by the Insurer) and the proceeds thereof invested in Qualified Investments.

 


 

 

ARTICLE V

 

REDEMPTION OF BONDS

 

                                SECTION 5.1.  Optional Redemption.  Those Bonds maturing January 15, 2016 and thereafter, shall be callable for redemption at the option of the District prior to their stated maturities, in full at any time on or after January 15, 2015, or in part, in the inverse order of their maturities, and if less than a full maturity then by lot within such maturity, on any Interest Payment Date on or after January 15, 2015, at a redemption price of 100% of the principal amount of each Bond redeemed, together with accrued interest to the date fixed for redemption.

 

                                In the event a Bond to be 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.  Notice to Paying Agent.  In the case of any redemption of Bonds, the District shall give written notice to the Paying Agent and the Insurer 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 forty-five (45) days prior to the redemption date.

 

                                SECTION 5.3.  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 for random selection.

 

                                SECTION 5.4.  Notice of Redemption.  Notice of any such redemption shall be given by the Paying Agent 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 and to the Insurer.  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 a refunding unless the District shall have theretofore deposited moneys available therefore with the Paying Agent in an amount which, in addition to other amounts, if any, available therefor held by the Paying Agent, 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 the Insurer, or any defect therein, shall not affect the validity of any proceedings for the redemption of other Bonds.

 

                                All notices of 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.  On or before any redemption date the Paying Agent shall segregate and hold in trust funds furnished by the District for payment of the Bonds or portions thereof called, together with accrued interest thereon and premium, if any, to the redemption date. Upon the giving of notice and deposit of funds for redemption, interest on such Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption.  If said moneys shall not be 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.  No payment shall be made by the Paying Agent upon any Bond or portion thereof called for redemption until such Bond or portion thereof shall have been delivered for payment or cancellation or the Paying Agent shall have received the items required by Section 3.2 with respect to any mutilated, lost, stolen or destroyed Bond.  Upon surrender of any Bond for redemption in part only, the Paying Agent shall register and deliver to the Owner thereof a new Bond or Bonds of authorized denominations of maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered.

 

                                SECTION 5.6.  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.

 

                                SECTION 5.7.  Purchase of Bonds.  The Paying Agent shall endeavor to apply any moneys furnished by the District for the redemption of Bonds (but not committed to the redemption of Bonds as to which notice of redemption has been given) to the purchase of appropriate outstanding Bonds.  In accordance with Section 3.4, any Bonds so purchased shall be canceled.  Subject to the above limitations, the Paying Agent, at the direction of the District, shall purchase Bonds at such times, for such prices, in such amounts and in such manner (whether after advertisement for tenders or otherwise) with monies made available by the District for such purpose, provided, however, that the Paying Agent shall not expend amounts for the purchase of Bonds of a particular maturity (excluding accrued interest, but including any brokerage or other charges) in excess of the amount that would otherwise be expended for the redemption of Bonds of such maturity, plus accrued interest, and, provided further, that the District may, in its  discretion, direct the Paying Agent to advertise for tenders for the purchase of Bonds not less than sixty (60) days prior to any date for redemption of Bonds.

 


 

ARTICLE VI

 

PARTICULAR COVENANTS, ADDITIONAL BONDS

 

                                SECTION 6.1.  Obligation of the District in Connection with Issuance of the Bonds.  As a condition of the issuance of the Bonds, the District hereby binds and obligates itself  to: (a) deposit irrevocably in trust with the Escrow Agent under the terms and conditions of the Escrow Agreement, as hereinafter provided, an amount of the proceeds derived from issuance and sale of the Bonds (exclusive of accrued interest), together with additional moneys of the District, as will enable the Escrow Agent to pay in full on January 15, 2010, the Refunded Bonds; (b) deposit in trust with the Escrow Agent such amount of the proceeds of the Bonds as will enable the Escrow Agent to pay the Costs of Issuance and the costs properly attributable to the establishment and administration of the Escrow Fund.

 

                                SECTION 6.2.  Payment of Bonds.  The District shall budget in each Fiscal Year sufficient Pledged Tax 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 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 6.3.  Tax Covenants.  (A) To the extent permitted by the laws of the State, the District 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 District 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 Bonds or any other funds of the District 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 District shall not permit at any time or times any proceeds of the Bonds or any other funds of the District 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 District has found and determined that the Bonds herein authorized may not be designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.

 


 

                                SECTION 6.4.  Obligation to Collect Taxes.  The District recognizes that the Governing Authority is bound under the terms and provisions of law, to levy and impose and cause the enforcement and collection the ad valorem taxes 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 the levying, imposition, enforcement and collection of the ad valorem taxes 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 the ad valorem taxes and pursuant to which the ad valorem taxes are being levied, collected and allocated, and the obligation to continue to levy, collect and allocate the ad valorem taxes and to apply the Pledged Tax 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 Louisiana, nor the District may discontinue the ad valorem taxes or permit to be discontinued the ad valorem taxes in anticipation of the collection of which the Bonds have been issued or in any way make any change in ad valorem taxes which would diminish the amount of the Pledged Tax Revenues to be received by the District 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 District shall require all of its officers and employees who may be in a position of authority or in possession of money derived from collection of the ad valorem taxes, 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 District from loss.

 

                                SECTION 6.6.  District to Maintain Books and Records.  So long as any of the Bonds are outstanding and unpaid in principal or interest, the District 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 the receipts of the 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 District 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, and shall provide a copy of such audit to the Insurer immediately upon the completion thereof.  Such audit shall be available for inspection upon request by the Owners of any of the Bonds and the Insurer.  The District further agrees that the Paying Agent, the Insurer and the Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the District relating to the ad valorem taxes.

 

                                SECTION 6.7.  Pledged Tax Revenues Not Encumbered.  As of this date, the Pledged Tax Revenues are not pledged or encumbered in any way, except to the payment of the Refunded Bonds and other bonds previously issued by the District.

 


 

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 and the Insurer 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 District in the Bond Resolution other covenants and agreements to be observed by the District 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 District 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 District 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 District 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.  Notwithstanding the foregoing, no provision of the Bond Resolution expressly recognizing or granting rights in or to the Insurer may be amended in any manner which affects the rights of the Insurer under the Bond Resolution without the prior written consent of the Insurer.

 

                                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 District 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 District to levy and collect the ad valorem taxes 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.  The consent of the Insurer shall be required (i) in addition to Bondholder consent, when required, for the adoption of any supplemental resolution, and all supplemental resolutions must be filed with the Insurer immediately upon adoption, (ii) for removal of the Paying Agent and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholders consent.

 


 

ARTICLE VIII

 

PARITY BONDS

 

                                SECTION 8.1.  Issuance of Parity Bonds.  All of the Bonds shall enjoy complete parity of lien on the Pledged Tax Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds.  The District may issue other bonds or obligations payable from or enjoying a lien on the Pledged Tax Revenues on a parity with the Bonds.

 

                                The Bonds or any part thereof, including interest and redemption premiums thereon, may be refunded and the refunding 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 refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds refunded.

 


 

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 (in determining whether a principal payment default has occurred, no effect shall be given to payments made under the Financial Guaranty Insurance Policy); 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 (in determining whether an interest payment default has occurred, no effect shall be given to payments made under the Municipal Issue Insurance Policy); or

 

(c) if default shall be made by the District 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 District by the Insurer or the Owners of not less than 25% of the Bond Obligation (as defined in the Bond Resolution); or

 

(d) if the District 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 Insurer and the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law; provided, however, that the exercise of remedies at the direction of the Owners is subject to the prior written consent of the Insurer, and the Insurer, acting alone, shall have the exclusive right to direct any action or remedy to be undertaken so long as it is not then in default of its payment obligations under the Financial Guaranty Insurance Policy.  Under no circumstances may the principal or interest of any of the Bonds be accelerated.  The District shall notify the Insurer immediately upon the occurrence of any Event of Default.  No Event of Default shall be waived without the consent of the Insurer.  All remedies shall be cumulative with respect to the Paying Agent, the Owners and the Insurer; if any remedial action is discontinued or abandoned, the Paying Agent, the Owners and the Bond Insurer shall be restored to the former positions.

 

                                SECTION 9.2.  Notice to Insurer of Events of Default.  The Paying Agent shall provide the Insurer with immediate notice of any payment default, and notice of any other default known to the Paying Agent within five Business Days of the Paying Agent’s knowledge thereof.

 


 

ARTICLE X

 

CONCERNING FIDUCIARIES

 

                                SECTION 10.1.  Escrow Agent; Appointment and Acceptance of Duties.  Argent Trust, a Division of National Independent Trust Company, N.A., in the City of Ruston, Louisiana, is hereby appointed Escrow Agent.  The Escrow Agent shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution by executing and delivering the Escrow Agreement.  The Escrow Agent is authorized to file, on behalf of the District, subscription forms for any Government Securities required by the Escrow Agreement.

 

                                SECTION 10.2.  Paying Agent; Appointment and Acceptance of Duties.  The District will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Bond 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 Bond 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 District.

 

                                SECTION 10.3.  Successor Paying Agent.  Any successor Paying Agent shall (i) be a trust company or bank in good standing, located in or incorporated under the laws of the State, duly authorized to exercise trust powers, (ii) have a combined capital, surplus and undivided profits of at least $30,000,000, or assets under management of at least $25,000,000, (iii) be subject to supervision or examination by Federal or state authority, and (iv) be acceptable to the Insurer.  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, and until written notice thereof shall have been given to the Insurer.  The Insurer shall have the right to remove the Paying Agent upon written notice to the District and the Paying Agent.  Any successor Paying Agent, if applicable, shall not be appointed unless the Insurer approves such successor in writing.  Notwithstanding any other provision of this Bond Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of this Bond Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Municipal Bond New Issue Insurance Policy.

 

ARTICLE XI

 

MISCELLANEOUS

 

                                SECTION 11.1.  Defeasance.  (a) If the District shall pay or cause to be paid to the Owners of all Bonds then outstanding, the principal and interest to become due thereon, and any amounts which may be then payable by the District with respect to the Municipal Bond New Issue Insurance Policy to the Insurer, at the times and in the manner stipulated therein and in this Bond Resolution, then the covenants, agreements and other obligations of the District to the Bondholders and to the Insurer shall be discharged and satisfied.  In such event, the Paying Agent shall, upon the request of the District, execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the District 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 of which sufficient Defeasance Obligations shall have been set aside and held in trust by the Paying Agent or an escrow agent (through deposit by the District of funds for such payment or redemption or otherwise) at a maturity 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 shall, prior to maturity thereof, 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 or an escrow agent Defeasance Obligations, in the amounts and having such terms as are necessary to provide moneys (whether as principal 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.

 

                                No defeasance shall be effective unless the Insurer shall be provided with a copy of the accountant’s verification referred to in (iii) above, together with an opinion of Bond Counsel, addressed to the District, the Insurer and the Paying Agent, that the Bonds are no longer Outstanding under the Bond Resolution and the laws of the State.  In connection with the defeasance of any of the Bonds, the escrow agreement shall provide that no substitution of any Defeasance Obligation shall be permitted except with other qualifying Defeasance Obligations and with upon delivery of a new accountant’s verification and opinion of Bond Counsel.

 


 

                                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 or redemption price, if applicable, and interest to become due on said Bonds on and prior to such redemption date or maturity date thereof, as the case may be.

 

                                Notwithstanding the foregoing, amounts paid by the Insurer under the Municipal Bond New Issue Insurance Policy shall not be deemed to be paid or defeased and shall continue to be due and owing until paid by the District in accordance with this Bond Resolution.  All covenants, agreements and other obligations of the District to the Bondholders shall continue to exist and shall run to the benefit of the Insurer, and the Insurer shall be subrogated to the rights of such Bondholders.

 

                                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.

 

                                (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 District or the Paying Agent in accordance therewith.

 

                                SECTION 11.3.  Moneys Held for Particular Bonds.  The amounts held by the Paying Agent 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 District, the Insurer, the Paying Agent 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 District shall be for the sole and exclusive benefit of the District, the Insurer, the Paying Agent and Owners of the Bonds.

 

                                SECTION 11.5.  No Recourse on the Bonds.  No recourse shall be had for payment of 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 District or any person executing the Bonds.

 

                                SECTION 11.6.  Successors and Assigns.  Whenever in this Bond Resolution the District are named or referred to, it shall be deemed to include their successors, and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the District shall bind and inure to the benefit of their 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, or the Insurer, shall be subrogated to all the rights and remedies against the District 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; Peremption.  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.  For thirty days after the date of publication, any person in interest may contest the legality of this Bond Resolution, any provision of the Bonds, the provisions therein made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds.  After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of this Bond Resolution, any provisions of the Bonds to be issued pursuant hereto, the provisions for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever.  Thereafter, it shall be conclusively presumed that the Bonds are legal and that every legal requirement for the issuance of the Bonds has been complied with.  No court shall have authority to inquire into any of these matters after the said thirty days.

 

                                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 execute on behalf of the District such documents, certificates and instruments as they may deem necessary, upon the advice of 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.

 

                                SECTION 11.11.  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.

 

ARTICLE XII

 

SALE OF BONDS

 

                                SECTION 12.1.  Sale of Bonds. The Bonds are hereby awarded to and sold to the Underwriters at a price and under terms and conditions to be established in the Supplemental Bond Resolution, and pursuant to a Bond Purchase Agreement in form substantially as attached hereto as Exhibit B, and after their execution, registration by the Secretary of State and authentication by the Paying Agent, the Bonds shall be delivered to the Underwriters or their agents or assigns, upon receipt by the District of the agreed purchase price.  The Executive Officers are hereby authorized, empowered and directed to deliver or cause to be executed and delivered all documents required to be executed on behalf of the District or deemed by them necessary or advisable to implement this Bond Resolution or to facilitate the sale of the Bonds.

 

                                SECTION 12.2.  Official Statement.  The District hereby approves the form and content of the Preliminary Official Statement pertaining to the Bonds, as submitted to the District, and hereby ratifies its prior use in connection with offering and sale of the Bonds.  The District further approves the form and content of the final Official Statement and hereby 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 Bonds.

 

                                SECTION 12.3.  Executive Officers Determine Bond Terms.  The Executive Officers are hereby designated as representatives of the District and are authorized to accept and execute on behalf of the District an offer of the Underwriters for purchase of the Bonds as expressly set forth in the Bond Purchase Agreement, provided (i) a financial guaranty insurance policy is obtained for the Bonds, and (ii) the offer of purchase by the Underwriter is received by the Executive Officers by not later than December December 1, 2009, and such offer sets an average interest rate of less than 4.50% per annum, and a sales price of the Bonds at not less than 99.3% of the par value thereof (exclusive of bond insurance premium), plus accrued interest to the date of delivery of the Bonds.  The Executive Officers may, in their discretion, establish on behalf of the District the par value of the Bonds, the interest rates payable thereon as well as the annual principal maturities 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, the Bond Purchase Agreement, the Preliminary Official Statement and the Final Official Statement, 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.

 

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 January 15, 2010, 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.

 

                                SECTION 13.2.  Notice of Redemption.  In accordance with the resolution authorizing issuance of the Refunded Bonds, notice of redemption in substantially the form attached hereto as Exhibit D, shall be given by means of first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, addressed to the registered owner of each bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds.

 

ARTICLE XIV

 

PROVISIONS RELATING TO INSURER

 

                                SECTION 14.1.  Notices and Information to Insurer.  The District agrees to provide the Insurer with the following information:

 

                                (i) Within 120 days after the end of each Fiscal Year of the District, the District’s budget for the new year, annual audited financial statements (as soon as available if not within 120 days), and, if not presented in the audited financial statements, a statement of the Pledged Tax Revenues pledged to payment of the Bonds in such Fiscal Year;

 

                                (ii) Official Statement or other disclosure, if any, prepared in connection with issuance of additional debt, whether or not it is on parity with the Bonds within 30 days after the sale thereof; and

 

                                (iii) Such additional information as the Insurer may reasonably request from time to time.

 

                                The District further agrees to notify the Insurer of any failure of the District to provide relevant notices, certificates and other information required of the District pursuant to this Bond Resolution.

 

                                The District will permit the Insurer to discuss the affairs, finances and accounts of the District or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District, and to have access and to make copies of all books and records relating to the Bonds at any reasonable time.

 

                                In the event the District fails to comply with the requirements set forth in (i) through (iv) above, the Insurer shall have the right to direct an accounting at the District’s expense, and the District’s failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from the Insurer shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any Owner of the Bonds.

 

                                Notwithstanding any other provision of this Bond Resolution, the District shall immediately notify the Insurer if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder.

 

                                SECTION 14.2.  Payment Procedure Under Financial Guaranty Insurance Policy.  For so long as the Financial Guaranty Insurance Policy shall be in full force and effect, the District and the Paying Agent agree to comply with the following provisions:

 

                                (a) At least one (1) day prior to all Interest Payment Dates the Paying Agent will determine whether there will be sufficient funds in the Sinking Funds to pay the principal of or interest on the Bonds on such Interest Payment Date.  If the Paying Agent determines that there will be insufficient funds in such Sinking Funds, the Paying Agent shall so notify the Insurer.  Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both.  If the Paying Agent has not so notified the Insurer at least one (1) day prior to an Interest Payment Date, the Insurer will make payments of principal or interest due on the Bonds on or before the first (1st) day next following the date on which the Insurer shall have received notice of nonpayment from the Paying Agent.

 

                                (b) The Paying Agent shall after giving notice to the Insurer as provided in (a) above, make available to the Insurer any, at the Insurer’s direction, to the insurance trustee for the Insurer or any successor insurance trustee (the “Insurance Trustee”), the registration books of the District maintained by the Paying Agent and all records relating to the Sinking Fund maintained under this Bond Resolution.

 

                                (c) The Paying Agent shall provide the Insurer and the Insurance Trustee with a list of registered Owners of the Bonds entitled to receive principal or interest payments from the Insurer under the terms of the Financial Guaranty Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered Owners of Bonds entitled to receive full or partial interest payments from the Insurer and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered Owners of Bonds entitled to receive full or partial principal payments from the Insurer.

 

                                (d) The Paying Agent shall at the time it provides notice to the Insurer pursuant to (a) above, notify registered Owners of Bonds entitled to receive payment of principal or interest thereon from the Insurer (i) as to the fact of such entitlement, (ii) that the Insurer will remit to them all or part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered Owner’s right to payment, (iii) that should they be entitled to receive full payment of principal from the Insurer, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of the Insurer) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that should they be entitled to receive partial payment of principal from the Insurer, they must surrender their Bonds for payment thereon first to the Paying Agent who shall note on such Bonds the portion of the principal paid by the Paying Agent, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal.

 

                                (e) In the event that the Paying Agent has notice that any payment of principal of or interest on a Bond which has become due for payment and which is made to a Bondholder by or on behalf of the District has been deemed a preferential transfer and theretofore recovered from its registered Owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall at the time the Insurer is notified pursuant to (a) above, notify all registered Owners that in the event any registered Owner's payment is so recovered, such registered owner will be entitled to payment from the Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Paying Agent and subsequently recovered from registered Owners and the dates on which such payments were made.

 

                                (f) In addition to those rights granted the Insurer under this Bond Resolution, the Insurer shall, to the extent it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Financial Guaranty Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note The Insurer's rights as subrogee on the registration books of the District maintained by the Paying Agent, upon receipt from the Insurer of proof of the payment of interest thereon to the registered Owners of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note the Insurer's rights as subrogee on the registration books of the District maintained by the Paying Agent upon surrender of the Bonds by the registered Owners thereof together with proof of the payment of principal thereof.

 

                                SECTION 14.3.  Insurer As Third Party Beneficiary.  To the extent that this Bond Resolution confers upon, gives or grants to the Insurer any right, remedy or claim under or by reason of this Bond Resolution, the Insurer is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder.

 

                                SECTION 14.4.  Notices to Insurer.  Any notices required by this Bond Resolution to be sent to the Insurer shall be addressed as follows:

 

                                Assured Guaranty Corp.

                                1325 Avenue of the Americas

                                New York, NY 10019

ARTICLE XV

 

CONTINUING DISCLOSURE UNDERTAKINGtc "ARTICLE XV

 

CONTINUING DISCLOSURE UNDERTAKING"

 

                                SECTION 15.1.  Continuing Disclosure.  The Chief Financial Officer of the District is hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix H of the official statement issued in connection with the issuance and sale of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).

 

                                ADOPTED AND APPROVED on this 3rd day of November, 2009.

 

                                                                                                                /s/ Elray Victorian                                    

                                                                                                                ELRAY VICTORIAN, President

 

/s/ Wayne R. Savoy                    

WAYNE R. SAVOY, Secretary

 

BID REPORTS

 

Bulk Engine Oil/CPSB Transportation and Maintenance 2009-2010 Fiscal Year

 

BID FOR BULK ENGINE OIL FOR THE CPSB TRANSPORTATION AND MAINTENANCE DEPARTMENTS. 

(15W40 GALLON; 10W40 GALLON; 15W40 QUART; 10W40 QUART)

 

SCHOOL BOARD 2009-2010 FISCAL YEAR.

 

BIDS WERE SENT TO AND/OR RECEIVED FROM THE FOLLOWING VENDORS:

 

                DAIGLE OIL

                THE HURT COMPANY

                MANTEX

                PUMPELLY OIL  

                SUNCOAST/CHEVRON

                UNITED FUEL

 

REPORT AS FOLLOWS:


                VENDOR NAME                                                  BID PRICE

                DAIGLE OIL                                                         NO BID SUBMITTED

                THE HURT COMPANY                                      NO BID SUBMITTED

                MANTEX                                                              $6.74 GAL/ $18.39 QT         

                PUMPELLY OIL                                                   6.79 GAL/2.36 QT/2.18 QT           

               SUNCOAST/CHEVRON                                      7.15 GAL/9.60 GAL/2.80 QT/2.25 QT

                UNITED FUEL                                                      5.96 GAL/5.13 GAL/2.86 QT/1.53 QT

 

THE STAFF RECOMMENDS AWARDING THE BID MEETING ALL SPECIFICATIONS AS LISTED BELOW:  

15W40 GALLON AWARD TO UNITED FUEL $5.96

10W40 GALLON AWARD TO UNITED FUEL $5.13

15W40 QUART AWARD TO PUMPELLY $2.36 QUART

10W40 QUART AWARD TO UNITED FUEL $1.53 QUART           

 

On a motion to approve by Mr. Dellafosse and second by Mr. Guidry, the motion carried.

 

Eighteen 71 Passenger Buses and Ten 53 Special Needs Buses/Transportatio Department 2009-2010 Fiscal Year

 

BID FOR (18) SEVENTY-ONE PASSENGER BUSES AND (10) FIFTY-THREE SPECIAL NEEDS BUSES FOR CPSB TRANSPORTATION DEPT.

 

SCHOOL BOARD 2009-2010 FISCAL YEAR.

 

BIDS WERE SENT TO AND/OR RECEIVED FROM THE FOLLOWING VENDORS:

 

                                                                            ATTERBERY TRUCK SALES

                                                                            BUS GROUP COMMERCIAL SALES

                                                                            KENT-MITCHELL BUS SALES

                                                                            ROSS BUS & EQUIPMENT

                                                                            TWIN STATE

 

REPORT AS FOLLOWS:


VENDOR NAME                                                                                  BID PRICE                            

ATTERBERY TRUCK SALES                         NO BID SUBMITTED

BUS GROUP COMMERCIAL SALES            NO BID SUBMITTED

KENT-MITCHELL BUS SALES                        $2,024,724.00

ROSS BUS & EQUIPMENT                             $2,126,206.00

TWIN STATE                                                   $2,068,301.57                                                         


THE STAFF RECOMMENDS AWARDING THE BID MEETING ALL SPECIFICATIONS FROM KENT-MITCHELL BUS SALES FOR THE TOTAL AMOUNT OF $2,024,724.00.

 

On a motion to approve by Mr. Dellafosse and second by Mr. Guidry, the motion carried.

                                                                                                                                                 

Gasoline and Diesel for All CPSB Vehicles 2009-2010 Fiscal Year

 

BID FOR GASOLINE AND DIESEL FOR ALL CPSB VEHICLES

 

SCHOOL BOARD 2009-2010 FISCAL YEAR.

 

BIDS WERE SENT TO AND/OR RECEIVED FROM THE FOLLOWING VENDORS:

 

                DAIGLE OIL

                THE HURT COMPANY

                MANTEX

                PUMPELLY OIL  

                SUNCOAST/CHEVRON

                UNITED FUEL

 

REPORT AS FOLLOWS:


                VENDOR NAME                                                  BID PRICE

                DAIGLE OIL                                                         NO BID SUBMITTED

                THE HURT COMPANY                                      NO BID SUBMITTED

                MANTEX                                                              NO BID SUBMITTED        

                PUMPELLY OIL                                                   OPES INDEX + 0.1295/GALLON

                SUNCOAST/CHEVRON                                      NO BID SUBMITTED

                UNITED FUEL                                                      NO BID SUBMITTED

 

THE STAFF RECOMMENDS AWARDING THE BID MEETING ALL SPECIFICATIONS FROM PUMPELLY OIL AT THE OPES INDEX + 0.1295 PER GALLON.

 

On a motion to approve by Mr. Dellafosse and second by Mr. Guidry, the motion carried.

PERMISSION TO ADVERTISE

 

Maplewood Middle School Classroom Pod, District 23 Bond Funds

 

On a motion to approve by Mr. Breaux and second by Mr. Andrepont, the motion carried.

 

Ward One Community Park, Phase I, School District 27 Bond Funds, Baseball and Softball Complexes

 

On a motion to approve by Mr. Breaux and second by Mr. Andrepont, the motion carried.

 

New Multipurpose Building/Maplewood Middle School/School District 2 Bond Funds

 

On a motion to approve by Mr. Breaux and second by Mr. Andrepont, the motion carried.

 

Bid to Supply Library Books for all CPSB Schools/General Funds

 

On a motion to approve by Mr. Breaux and second by Mr. Andrepont, the motion carried.

      

CORRESPONDENCE

 

A.  Beneficial Occupancy for the project, “Additions and Improvements at W.W.        

           Lewis Middle School, Phase II,” District #30 Bond Funds, Bid #2009-04PC;     

               C.R. Fugatt, AIA.

 

On a motion to approve by Mr. Andrepont and second by Mr. Breaux, the motion carried.

  

B.  Recommendation of Acceptance for the project, “Vincent Settlement                       

           Elementary School, Additions and Renovations, Phase I,” District 30 Bond                   

    Issue Improvements; Ellender Architects & Associates, LLC, Designer; John               

      D. Myers & Associates, Inc., Contractor.

 

On a motion to approve by Mr. Andrepont and second by Mr. Breaux, the motion carried.

                

C.  Change Order One (1) for the project, “New Band/Choral Building and Bus            

            Canopy Drives, Maplewood Middle School,” District 23 Bond Issue; Ellender       

              Architects & Associates, LLC, Designer;  Increase of $13,613.00.

 

On a motion to approve by Mr. Andrepont and second by Mr. Breaux, the motion carried.

 

D.  Change Order Number Four (4) for the project, “Renovations & Additions          

                to R.W. Vincent Elementary School,” District #30 Bond Funds; Randall D.          

             Broussard, Architect; Alfred Palma, LLC, Contractor; Increase of $19,941.00          

         and Increase of Twenty (20) days.

 

On a motion to approve by Mr. Andrepont and second by Mr. Breaux, the motion carried.

 

E.   Change Order Number One (1) for the project, “DeQuincy Upper 

                                     Elementary,” District #21 Bond Funds; Bid #2009-03PC; C.R. Fugatt, AIA,        

              Designer: Pat Williams Construction, Contractor; Increase of $12,270.71.

 

On a motion to approve by Mr. Andrepont and second by Mr. Breaux, the motion carried.

 

 F. Change Order Number four (4) for the project, “Repairs and                                                 Improvements to W. T. Henning Elementary School,” School                                               District #30 Bond Funds; Randall D. Broussard, Architect; Paul                                           Jackson & Son, Inc., Contractor; Increase of $25,574.00 and                                                Increase of Five (5) days.

 

On a motion to approve by Mr. Andrepont and second by Mr. Breaux, the motion carried.

 

G.  Beneficial Occupancy for the project, “New Restroom at Matt Walker                                  Memorial Stadium,” School District #30 Bond Funds; Randall D.                                         Broussard, Architect; K&S Construction, LLC, Contractor.

 

On a motion to approve by Mr. Andrepont and second by Mr. Breaux, the motion carried.

 

H.  Recommendation of Acceptance for the project, “New Restroom at Matt

Walker Memorial Stadium,” School District #30 Bond Funds; Randall

D. Broussard, Architect; K&S Construction, LLC, Contractor.

 

On a motion to approve by Mr. Andrepont and second by Mr. Breaux, the motion carried.

    

SUPERINTENDENT’S REPORT

 

Mr. Savoy reported on the following:

 

F. K. White Middle School/Skills for Life

Jill Portie, Principal of LeBleu Settlement Elementary/2009 National Distinguished Principal

Office of Public Health/H1N1

 

CONDOLENCES AND RECOGNITIONS

 

Mr. Hardy asked for a letter of condolence to the family of James Clayton and a letter of condolence to the family of Chester Archangel.

 

Mr. Bernard asked for a letter of recognition to Jerry Whatley on his retirement and a recommendation for a name change at the Academy to honor Dr. DeBakey.

 

Mr. Jongbloed asked for a letter of recommendation to Mrs. Lillian Karr regarding the Cal-Cam Queen contest.

 

He asked that the counselors be notified regarding a Housing Authority Scholarship. He thanked everyone involved in the ribbon cutting at the new CPSB facility.

 

Mr. Karr reported that Mrs. Karr worked to collect more than $8,000 to send students from DeQuincy Elementary School to Washington, D.C. to collect their Keep America Beautiful award.

 

Mr. Andrepont and Mr. Webb thanked A+Pel for their contribution to the system.

 

Mr. Savoy congratulated Johnny Bourque, Superintendent of Acadia Parish, for being chosen State Superintendent of the Year.

 

Mr. LaRocque asked for a letter of condolence to the family of Johnathon Fontenot.

 

Mrs. Ballard asked for a letter of condolence to the family of Earl Hudgins.

 

 

COMMITTEE ITEMS

 

Mr. Hardy asked that a ninth grade campus for Washington-Marion and LaGrange be discussed, maybe looking at a city-wide property for both.

 

Mr. Dellafosse reminded all Board Members about the retreat on November 18 at the Lake Charles Boston Academy. He would like a committee to look into safety issues for middle school football.

 

Mr. Andrepont would like the Budget Committee to discuss Title Funding for schools that might be eligible.

 

Mrs. Ballard would like the Board to look at having a student member of the Board (non-voting) for student input.

 

Mr. Karr would like air conditioning for the buses to be discussed.

 

Mr. Breaux spoke (inaudible).

 

SCHEDULE COMMITTEES

 

Employee Benefits Committee, November 19, 2009 4:45 p.m.

C&I Committee, December 8, 2009….4:45 p.m.

A&P Committee, December 8, 2009      4:45 p.m.

 

On a motion to adjourn by Mr. Andrepont and second by Mr. Jongbloed, the meeting adjourned at 7:43 p.m.

 

­­­­­­­­­­­­­­­­­­­­­­­­­­____________________________                  ___________________________

Elray Victorian, President                                       Wayne Savoy, Secretary