DATE, TIME, PLACE OF MEETING  

The Calcasieu Parish School Board met in the Conference Room of the Calcasieu Parish School Board located at 1732 Kirkman Street, Lake Charles, Louisiana, on Tuesday, November 13, 2001, at 5:00 p.m.  Sheral A. LaVergne, President, called the meeting to order.  Greg Robert led the prayer; Mrs. Duplechin led the Pledge of Allegiance.

 

ROLL CALL  

The roll was called and the following members were present: 

Joe A. Andrepont, Randall C. Armentor, Ricky Blackwell, Wilridge P. Doucet, Clara F. Duhon, Carla C. Duplechin, John M. Falgout, L. J. "Berk" Fontenot, James W. Karr, Sr., Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Philip Tarver and Elray T. Victorian.

 

Mr. Jay Duhon was absent.

 

MINUTES APPROVED  

On motion by Mrs. Duplechin, seconded by Mr. Andrepont and unanimously carried, the minutes of the regular meeting of October 16, 2001, and the special called meeting on October 22, 2001, were approved as presented. 

 

On motion by Mr. Victorian, seconded by Mr. Blackwell and unanimously carried, the Supplemental Agenda was included as part of the regular agenda.

RECOGNIZE SCHOOL REPRESENTATIVES

 

Ms. LaVergne recognized representatives present from the following schools:

 

Brentwood Elementary, E. K. Key Elementary, Fondel/Combre Elementary, Henry Heights Elementary, Maplewood Middle, Prien Lake Elementary, Ray D. Molo Middle, Reynaud Middle, R. W. Vincent Elementary

 

PRESENTATIONS

 

Principal of the Year Awards

 

Ms. LaVergne recognized Dolores Hicks, Administrative Director of Elementary Schools, who made presentations to the following recipients of the Principal of the Year award:

 

Elementary Division – Ester Vincent

 

Grambling State College – BS – Vocal Music Education

McNeese State College – Med – Music Education

Lamar University - +30

Certification:  Guidance and Counseling, Administration and Supervision

License:        Licensed professional Counselor

Assistant Principal – Ray D. Molo Magnet School

Prinicipal – Ralph Wilson Elementary

Director - Ralph Clifton Reynaud 21^st Century Community Learning Center

 

As a principal, she told the teachers, “We accept the child as he/she is and then work towards making him/her a successful learner.  Planned instructional activities provide challenging activities, critical thinking skills, technology, positive school climate, and high expectations.  If we are to grow, we must improve through teamwork.”

 

Middle School Division – Michael Anthony Dougherty

 

Louisiana State University – BA

McNeese State University – MA, +30, Specialist

 

Assistant Principal – Sulphur High, W.W. Lewis Middle, LeBlanc Middle Schools

Principal – W.W. Lewis Middle School

 

Member and Past President of:

Calcasieu Association of Principals

Southwest District Principals Association

Louisiana & National Middle School Associations

National Association of Secretary School Principals

 

In his autobiography, Mr. Dougherty wrote, “My philosophy can be summed up in the words of Steven Covey, author of 7 Habits of Highly Effective People: “Live, Love, and Leave a Legacy.”  “I am filled with the awe over how many lives that I have been able to touch (over 10,000 students).”

 

Bill Jongbloed, Administrative Director of High Schools, made a presentation to the recipient of the high school Principal of the Year.

 

High School Division – Roy Blanchette

 

McNeese State College – BS, Med, +30

 

Teacher/Coach – Marion High School, Iowa High School

Custodial Supervisor – Calcasieu Parish School Board

Assistant Principal and Principal – Bell City High School

 

Mr. Blanchette stated that he attributes the pursuit of his career in education to three notable Calcasieu educators, Mrs. Campbell, his fifth grade teacher, Coach Camp, and Mr. Mims.  He also attributes his success in college to his wife who supported and encouraged him as he continued his education.

 

All recipients thanked their peers, faculty, and staff for their support.

 

Agenda/Amend  

On motion by Mr. Victorian, seconded by Mr. Blackwell and approved, an item “New J. J. Johnson Elementary School Project” was added to the agenda following item IV-A to discuss the status of the construction project.  The motion carried.

 

Ms. LaVergne recognized Mr. Gayle Zembower, project architect of the new J. J. Johnson Elementary School.  Mr. Zembower gave a briefing of the construction status.  He stated that the sub contractor was in default for incomplete work and unacceptable productivity in accordance with the construction documents.  He reported that measures have been taken by the general contractor and legal counsel to resolve the issue and continue construction.

 

Calcasieu Parish Police Jury Resolution  

Ms. LaVergne recognized Mr. Roy Chauvin who presented to the board a copy of a resolution adopted by the Calcasieu Parish Police Jury requesting the appropriate law officials to provide more stringent enforcement of state laws relative to vehicle license tags, proof of registration, inspection stickers, and insurance certificates.  Mr. Chauvin requested permission to contact principals from the system schools with the intent to inform parents of this issue.  It was the consensus of the board that Mr. Chauvin’s concern is legitimate and his efforts are worthwhile, but the issue should be addressed with various public municipalities and not the school system.  Mr. Chauvin thanked the board for allowing him to discuss the matter at the board meeting.

 

National Wildlife Federation  

The Chair recognized Jerome Ringo, Executive Board member for the National

Wildlife Federation.  Mr. Ringo made a presentation to Mrs. Ellaweena Woods, Principal at Reynaud Middle School and Mrs. Clara Duhon, Board member, in recognition of an article published in the “Ranger Rick” magazine featuring Reynaud Middle School.  Mr. Ringo stated that Reynaud Middle School organized the “Jerome Ringo Environmental Science Club,” formed to study the work of the National Wildlife Federation, publisher of “Ranger Rick.”  It was noted that Reynaud Middle School is a catalyst for all schools in the nation.  Mr. Ringo thanked Mrs. Duhon and Mrs. Woods for their commitment and dedication.

 

District 30 Bond Election Committee Members  

Joe Andrepont, school board member, introduced the following members of the school district 30 bond election committee:

 

   Gerald Conner        Jerry Barry

   Darty Douga  Ray Fugatt

   Randy Broussard    Diana Thibodeaux

   Margaret Harris      Dana Puckett

   Cindy Qualtrone

 

Mr. Andrepont expressed his appreciation to the committee members for playing an instrumental part in the success of the bond election.  He also thanked Mrs. Charlene Chiasson, Public Information Officer, for her active role in the bond election.

 

The Key Work of School Boards  

Sheral LaVergne, President, presented a copy of “The Key Work of School Boards,” written by Joseph Villani with the National School Boards Association.  The material was discussed at the Louisiana School Board Association’s fall mini-conference, which outlines the responsibilities of the school board members.  Ms. LaVergne requested that the information be available for discussion at an Administration and Personnel Committee meeting.

 

TAKE APPROPRIATE ACTION

 

Resolution Authorizing Issuance and Sale of Two Million ($2,000,000) Dollars Excess Revenue Certificates of Indebtedness

 

The President stated that one purpose of the meeting was the opening of sealed bids received for the purchase of $2,000,000 Calcasieu Parish School Board Excess Revenue Certificates of Indebtedness (Classroom Facilities Project), Series 2001, pursuant to a Notice of Certificate Sale previously published on behalf of the Calcasieu Parish School Board.

 

The President presented affidavits evidencing proper publication of the Notice of Certificate Sale, said affidavits indicating that the Notice of Certificate Sale had been published in the Southwest Daily News, a newspaper published in Sulphur, Calcasieu Parish, Louisiana, and of general circulation in Calcasieu Parish, Louisiana, on November 2, 2001 (such publication having been made at least seven (7) clear calendar days before the date scheduled for the receipt of bids), and also published in the Daily Journal of Commerce, a financial newspaper or journal containing a section devoted to municipal bond news published in the City of New Orleans, Louisiana on November 2, 2001 (which publication was made at least forty-eight (48) hours in advance of the date scheduled for the receipt of bids).  The affidavits and the Notice of Certificate Sale were approved and were ordered filed with the minutes of said meeting.

 

The President then presented the sealed bids for the purchase of the Excess Revenue Certificates of Indebtedness of the Calcasieu Parish School Board which had been received, which bids were opened, examined and found to be in compliance with the terms and provisions of the Notice of Certificate Sale and the Preliminary Official Statement and found to be as follows:

 

       EFFECTIVE

NAME OF BIDDER     INTEREST RATE         PREMIUM

 

1.       Duncan-Williams, Inc.  5.707461%        -0-

Memphis, Tennessee

 

2.       Morgan Keegan & Company Inc.      4.34528%         -0-

New Orleans, Louisiana

 

3        Hibernia National Bank 3.95032%         -0-

 

New Orleans, Louisiana

 

 

Upon verification, it was found that the bid of Hibernia National Bank, New Orleans, Louisiana, was the lowest and best bid submitted for the purchase of the Certificates, and as a result it was determined that the Calcasieu Parish School Board take such action as may be necessary to accomplish delivery of the Certificates, whereupon the following resolution was introduced and, pursuant to motion made by Mr. Doucet and seconded by Mr. Victorian, was adopted by the following vote:

YEAS: Mr. Andrepont, Mr. Armentor, Mr. Blackwell, Mr. Doucet, Mrs. Duhon, Ms. Duplechin, Mr. Falgout, Mr. Fontenot, Mr. Karr, Ms. LaVergne, Mr. Pitre, Mr. Robert, Mr. Tarver, and Mr. Victorian

 

NAYS: None

 

 

 

CERTIFICATE RESOLUTION

 

A RESOLUTION AUTHORIZING ISSUANCE, SALE AND DELIVERY OF TWO MILLION AND NO/100 ($2,000,000) DOLLARS EXCESS REVENUE CERTIFICATES OF INDEBTEDNESS OF THE CALCASIEU PARISH SCHOOL BOARD (CLASSROOM FACILITIES PROJECT) SERIES 2001, CONFIRMING THE SALE, PRESCRIBING THE FORM AND FIXING THE DETAILS THEREOF; PROVIDING FOR SECURITY AND PAYMENT OF SAID CERTIFICATES IN PRINCIPAL AND INTEREST; AND CERTAIN OTHER MATTERS IN CONNECTION THEREWITH.

 

WHEREAS, it is projected that the general fund budget of the Calcasieu Parish School Board, Lake Charles, Louisiana (the “Issuer”) for the fiscal year ending June 30, 2002, will show an estimated excess of revenues over statutory, necessary and usual charges and all other expenses for such fiscal year in the total amount in excess of $18 million, as will more fully appear by reference to said budget;

 

WHEREAS, after carefully investigating and studying the actual revenues and expenditures and all matters in connection therewith for that portion of the fiscal year ending June 30, 2002, the Issuer has found and does hereby find and determine that the actual surplus for said fiscal year will, in all probability, be in excess of the amount reflected in the aforesaid budget;

 

WHEREAS, the estimates contained in the aforesaid budget are also deemed reasonable and conservative in view of the operating experience over the past several years, as reflected by the official audits, over the general fund revenues and expenditures; 

 

WHEREAS, Sections 2922 to 2923, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended, the (the “Act”) authorize the Issuer to make and enter into contracts dedicating the excess of annual revenues of subsequent years above statutory, necessary and usual charges to the payment of that portion of the cost of public improvements which is to be borne by the Issuer under such contacts, provided all such dedications do not exceed the estimated excess of revenues over said statutory, necessary and usual charges of the year in which the contract is made;

 

WHEREAS, the Issuer desires to incur debt and issue not exceeding TWO MILLION AND NO/100 ($2,000,000) DOLLARS in Excess Revenue Certificates of Indebtedness in the manner authorized and provided by the Act and as hereinafter provided, to provide ready funds to pay the costs of construction of certain classroom facilities improvements of the Issuer, title to which shall be in the  public;

 

WHEREAS, it has been determined by the Issuer that after meeting statutory, necessary and usual charges, there will remain ample undedicated funds to pay debt service on the Excess Revenue Certificates of Indebtedness herein authorized; 

 

WHEREAS, the Issuer acquired approval of the Louisiana State Bond Commission on October 18, 2001, for approval of the issuance, sale and delivery of not to exceed TWO MILLION AND NO/100 ($2,000,000) DOLLARS of Excess Revenue Certificates of Indebtedness of the Issuer, to be used for the purpose of financing the construction, acquisition and installation of certain classroom facilities improvements in the Calcasieu Parish Schools, and which Certificates are to be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the ten (10) year period during which the Certificates are outstanding, above statutory, necessary and usual charges; 

 

WHEREAS, the Issuer now desires to issue the first series of the Certificates in the original principal amount of TWO MILLION AND NO/100 ($2,000,000) DOLLARS of its Excess Revenue Certificates of Indebtedness, Series 2001 (the “Certificates”) to finance construction, acquisition and installation of certain classroom facilities improvements within the Issuer’s schools, said Certificates to be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the ten (10) year period during which the Certificates are outstanding, above statutory, necessary and usual charges; 

 

WHEREAS, pursuant to Notice of Certificate Sale duly published, the Certificates have been sold to Hibernia National Bank of New Orleans, Louisiana, at the price of not less than par and accrued interest to date of delivery, the bid of said purchaser being in full as follows:

 

We offer to purchase TWO MILLION AND NO/100 ($2,000,000) DOLLARS Calcasieu Parish School Board Excess Revenue Certificates of Indebtedness (Classroom Facilities Project), Series 2001, in the initial denominations of one Bond for each maturity, with transfers in multiples of $5,000.00, bearing interest payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2002, maturing serially, WITH OPTION OF PRIOR PAYMENT, all in accordance with the Notice of Certificate Sale and Official Statement, all the terms  and conditions of which by reference are made a part hereof, and bearing interest at rates as follows, viz:

 

   MATURITY     INTEREST

  DATE PRINCIPAL    RATE PER

   (Dec. 1)        AMOUNT       ANNUM

  2002     150,000.00    3.35%

  2003     160,000.00    3.55%

  2004     175,000.00    3.70%

  2005     180,000.00    3.80%

  2006     190,000.00    3.85%

  2007     205,000.00    3.90%

  2008     215,000.00    3.95%

  2009     225,000.00    4.00%

  2010     245,000.00    4.05%

  2011     255,000.00    4.10%

 

We will pay the principal sum of TWO MILLION AND NO/100 ($2,000,000) DOLLARS, together with accrued interest from the date of the Certificates to the date of delivery, plus a premium in the amount of $   0.00       .

 

For your information, we calculate the lowest effective interest rate to the Calcasieu Parish School Board to be     3.95032         %, said rate to be determined in accordance with the “True” or “Canadian” interest cost method of calculation by doubling the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments from the payment dates to the date of the Certificates and to the price bid, excluding the accrued interest from the date of the Certificates to the date of their delivery.

 

Certificates bid for herein will be delivered and shall be paid for on or about December 18, 2001 at such place in Louisiana, and on such business day and at such hour, as the Issuer shall fix on five business days’ notice to the successful bidder, or at such other place and time as may be agreed upon with the successful bidder, it being understood that the Calcasieu Parish School Board will furnish to us, free of charge, at the time of delivery of the Certificates, the qualified approving legal opinion of Joseph A. Delafield, Attorney at Law, of Lake Charles, Louisiana, and a certified transcript of this proceeding.

 

In accordance with the Notice of Certificate Sale, we enclose herewith (certified) (cashier's) check(s) number(s)    6153211        drawn on    Hibernia National Bank         of   Lake Charles, LA. , in the amount of FORTY THOUSAND AND NO/100 ($40,000.00) DOLLARS, which is tendered as evidence of our good faith in accordance with and under the provisions of the Official Statement and of the Notice of Certificate Sale.  Said check shall be returned to the undersigned upon award of the Certificates, provided this proposal is not accepted; otherwise, to be retained uncashed by the Calcasieu Parish School Board and returned upon delivery of the Certificates and payment therefor, or to be cashed and forfeited as and for full liquidated damages in case of the failure of the undersigned to make such payment.

 

This bid complies with the terms stipulated in the aforesaid Notice of Certificate Sale, the receipt of which Notice of Certificate Sale is hereby acknowledged.

 

NOW THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, as follows:

 

    SECTION 1.        Definitions.  As used herein the following terms shall have the following meanings, unless the context otherwise requires:

 

    “Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.

 

    “Bond Register” means the record kept by the Paying Agent at its principal corporate office in which registration of the Certificates and transfers of the Certificates shall be made as provided herein.

 

    “Certificate” means any 2001 Series Certificate of Indebtedness of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any bond previously issued.

 

    “Certificates” means the Calcasieu Parish School Board Excess Revenue Certificates of Indebtedness (Classroom Facilities Project), Series 2001, authorized by this Resolution, in the total aggregate principal amount of Two Million  Dollars ($2,000,000).

 

    “Business Day” means a day of the year other than a day on which banks in the city in which the Paying Agent is located are required or authorized to remain closed or the New York Stock Exchange is closed.

 

    “Code” means the Internal Revenue Code of 1986, as amended.

 

    “Sinking Fund” shall have the meaning ascribed to such term in Section 10 hereof.

 

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

 

    “Executive Officers” means, collectively, the President and Secretary of the Governing Authority.

 

    “Governing Authority” means the Calcasieu Parish School Board.

 

    “Government Securities” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are non-callable prior to their maturity, and may be United States Treasury obligations such as the State and Local Government Series and may be in book-entry form.

 

    “Interest Payment Dates” means June 1 and December 1 in each year commencing June 1, 2002.

 

    “Issuer” means the Parish School Board of Calcasieu Parish, Louisiana. 

 

    “Outstanding” when used with respect to the Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Resolution, except:

    1.   Certificates theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation.

    2.   Certificates for which payment or redemption sufficient funds have been theretofore deposited in trust for the Owners of such Certificates, provided that, if such Certificates are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Resolution or waived.

    3.   Certificates in exchange for or in lieu of which other Certificates have been registered and delivered pursuant to this Resolution.

    4.   Certificates alleged to have been mutilated, destroyed, lost, or stolen, which have been paid as provided in this Resolution or by law.

    5.   Certificates for the payment of principal (or redemption price, if any) of and interest on which money or Government Securities or both are held in trust with the effect specified in this Resolution.

 

    “Owner” or “Owners” or “Registered Owner” when used with respect to any Certificate means the Person in whose name such Bond is registered in the Bond Register, as herein provided.

 

    “Paying Agent” means Argent Trust Company, a Division of National Independent Trust Company, in Ruston, Louisiana, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Resolution, and thereafter “Paying Agent” shall mean such successor Paying Agent.

    “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

 

    “Purchaser” means the original purchaser or purchasers of the Certificates.

    “Record Date” for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.

    “Resolution” means this Resolution authorizing issuance of the Certificates.

 

    SECTION 2.        Authorization of Certificates; Maturities.   In compliance with and under the authority of the provisions of Sections 2922 to 2923, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended, the (the “Act”) and constitutional and statutory authority supplemental thereto, and pursuant to proceedings regularly and legally taken by the Issuer, there is hereby authorized the creation of an indebtedness of not exceeding TWO MILLION AND NO/100 ($2,000,000) DOLLARS, for, on behalf of and in the name of the Issuer, to be represented by Excess Revenue Certificates of Indebtedness of the Issuer, for the purpose of paying the cost of construction, acquisition and installation of certain classroom facilities improvements within and to certain schools within the Calcasieu Parish School System.  To represent said indebtedness, there be and there is hereby authorized issuance of negotiable interest bearing, fully registered Excess Revenue Certificates of Indebtedness of the Calcasieu Parish School Board, Series 2001, in the principal amount of TWO MILLION AND NO/100 ($2,000,000) DOLLARS (the “Certificates”), which Certificates shall be in the denomination of $5,000 each and any integral multiple of $5,000 in excess thereof, within a single maturity, shall be numbered consecutively commencing with number R-1, shall be dated December 1, 2001, and shall bear interest at the rate or rates hereinafter specified, payable June 1 and December 1 of each year beginning June 1, 2002, both principal and interest being payable at the principal corporate office of Argent Trust Company, a division of National Independent Trust Company, Ruston, Louisiana, and shall mature serially on December 1 of each year and shall bear interest as follows:

 

        YEAR AMOUNT         YEAR   AMOUNT

2002 150,000    2007        205,000

2003 160,000    2008        215,000

2004 175,000    2009        225,000

2005 180,000    2010        245,000

2006 190,000    2011        255,000

 

 

The principal of the Certificates, upon maturity or redemption, shall be payable at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof, and interest on the Certificates shall be payable by check mailed by the Paying Agent to the Registered Owner at the address shown on the Bond Register.  The person in whose name any Certificate is registered at the close of business on the Record Date with respect to an Interest Payment Date (unless such Certificate has been called for redemption on a redemption date which is prior to such Interest Payment Date) shall be entitled to receive the interest payable with respect to such Interest Payment Date notwithstanding the cancellation of such Certificate upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.  Each Certificate delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Certificate, and each such Certificate will bear interest (as herein set forth) so that neither gain nor loss interest shall result from such transfer, exchange or substitution. 

    No Certificate will be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of registration, substantially in the form provided in this Resolution, executed by the Paying Agent by manual signature.

 

    SECTION 3. Redemption Provisions.   Those Certificates maturing in the years 2002 to 2006, inclusive, shall not be subject to redemption prior to maturity.  Those Certificates maturing December 1, 2007, and thereafter shall be callable for redemption by the Issuer in full at any time on or after December 1, 2006, 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 December 1, 2006, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for to the date fixed for redemption.   

    In the event a Certificate to be redeemed is of a principal amount denomination larger than $5,000, a portion of such Certificate ($5,000 principal amount or any multiple thereof) may be redeemed.  Any Certificate which is to be redeemed only in part shall be surrendered at the principal corporate office of the Paying Agent and there shall be delivered to the Owner of such Certificate a new Certificate or Certificates 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 amount of the Certificate so surrendered.  Official notice of such call of any of the Certificates for redemption will be given by means of first class mail, postage prepaid, by notice deposited in the United States mail not less than thirty (30) days prior to the redemption date, addressed to the Owner of each Certificate to be redeemed as shown on the Bond Register.

 

    SECTION 4. Exchange of Certificates; Persons Treated as Owners.  The Issuer shall cause books for registration and for transfer of the Certificates (the “Bond Register”), as provided in this Resolution to be kept at the principal office of the Paying Agent, and the Paying Agent is hereby constituted and appointed the Registrar for the Certificates.  The Certificates may be transferred, registered and assigned, at the expense of the Issuer, only upon the Bond Register upon surrender thereof at the principal office of the Paying Agent and by execution of the assignment form on the Certificates or by other instrument of transfer and assignment in such form as shall be satisfactory to the Paying Agent.  A new Certificate or Certificates will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for such transferred and assigned Certificates within three (3) business days after receipt of the Certificates to be transferred in proper form.  Such new Certificate or Certificates must be in the principal amount denomination of $5,000 or any integral multiple thereof within a single maturity.  Neither the Issuer nor the Paying Agent will be required to issue, register the transfer of or exchange any Certificate during a period beginning (i) at the opening of business on the Record Date, or (ii) with respect to any Certificate called for redemption prior to maturity during a period beginning at the opening of business fifteen (15) days before the date of mailing of a notice of redemption of such Certificate and ending on the date of such redemption.  The execution by the Issuer of any fully registered Certificate shall constitute full and due authorization of such Certificate and the Paying Agent shall thereby be authorized to authenticate, date and deliver such Certificate; provided, however, that the principal amount of outstanding Certificates of each maturity authenticated by the Paying Agent shall not exceed the authorized principal amount of Certificates for such maturity less previous retirements, subject to the provisions of Section 18 hereof.  The Issuer is authorized to prepare, and the Paying Agent shall keep custody of, multiple Certificate blanks executed by the Issuer for use in the transfer and exchange of Certificates.

 

    SECTION  5. Registered Owner.  As to any Certificate, the Person in whose name the same shall be registered as shown on the Bond Register required by Section 4, shall be deemed and regarded as the absolute Owner thereof for all purposes, and payment of or on account of the principal of and premium, if any, and interest on any such Certificate shall be made only to or upon the order of the Registered Owner thereof or his legal representative, and the Issuer and the Paying Agent shall not be affected by any notice to the contrary.  All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate, including the interest thereon, to the extent of the sum or sums so paid.

 

    SECTION 6. Form of Certificates.  The Certificates and the endorsements to appear thereon will be in substantially the following form, to-wit:

(FACE OF CERTIRFICATE)

 

UNITED STATES OF AMERICA

STATE OF LOUISIANA

PARISH OF CALCASIEU

REGISTERED  REGISTERED

NO. R-       $      

CALCASIEU PARISH SCHOOL BOARD

EXCESS REVENUE CERTIFICATE OF INDEBTEDNESS

(CLASSROOM FACILITIES PROJECT)

SERIES 2001

 

DATED DATE:   MATURITY DATE:        INTEREST RATE:       CUSIP NO.

 

    The Calcasieu Parish School Board, Calcasieu Parish, Louisiana (the “Issuer”) for value received, hereby acknowledges itself indebted and promises to pay to

 

REGISTERED OWNER:

 

PRINCIPAL AMOUNT: 

 

or registered assigns, on the maturity date set forth above, the principal amount set forth above, together with interest thereon from the dated date, said interest payable on June 1 and December 1 of each year, commencing June 1, 2002, at the interest rate per annum set forth above until said principal sum is paid, unless this Certificate has been previously called for redemption and payment shall have been duly made or provided for.  The principal of this Certificate upon maturity or redemption is payable in lawful money of the United States of America at the principal corporate trust office of Argent Trust Company, a Division of National Independent Trust Company located in Ruston, Louisiana (the Paying Agent/Registrar), or successor thereto, upon presentation and surrender hereof.  Interest on this Certificate is payable by check mailed on each interest payment date by the Paying Agent/Registrar to the registered owner (determined as of the 15th calendar day next preceding said interest payment date) at the address, as shown on the books of the Paying Agent/Registrar.

 

Certificates maturing in the years 2002 to 2006, inclusive, shall not be subject to redemption prior to maturity.  Those Certificates maturing December 1, 2007, and thereafter shall be callable for redemption by the Issuer in full at any time on or after December 1, 2006, 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 December 1, 2006, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for to the date fixed for redemption.

 

REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.

 

This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Certificate Resolution (defined hereinafter) until the certificate of registration hereon shall have been signed by the Paying Agent/Registrar.

 

IN WITNESS WHEREOF, the Calcasieu Parish School Board has caused this Excess Revenue Certificate of Indebtedness to be executed in its name by the facsimile signatures of the duly authorized President and Secretary of the Calcasieu Parish School Board, and the seal of said Issuer to be impressed or imprinted hereon, and this Certificate to be dated December 1, 2001.

 

CALCASIEU PARISH SCHOOL BOARD

 

______________________________      ____________________________   

SECRETARY PRESIDENT

               [S E A L]

 

 

PAYING AGENT/REGISTRAR'S

CERTIFICATE OF REGISTRATION

 

This Certificate is one of the Certificates

referred to in the within mentioned

Certificate Resolution.

 

Argent Trust Company, a Division of

National Independent Trust Company

in the City of Ruston, Louisiana, as

Paying Agent/Registrar

 

By:  

Date of Authentication:

 

 

(REVERSE OF CERTIFICATE)

 

ADDITIONAL PROVISIONS

 

This Certificate is one of an issue, the Certificates of which are all of like date, tenor and effect, except as to the number, maturity and rate of interest, aggregating in principal the sum of TWO MILLION AND NO/100 ($2,000,000.00) DOLLARS; said Certificates to mature annually, issued pursuant to a Certificate Resolution adopted on November 13, 2001, by the Calcasieu Parish School Board, under the provisions of Sections 2922 and 2923, et seq., of Title 33 of the Louisiana Revised Statues of 1950, as amended, for the purpose of paying the cost of construction, acquisition and installation of certain classroom facilities improvements within certain of the schools of the Calcasieu Parish School Board.

 

This Certificate and the other Certificates of this issue are secured by and payable in principal and interest from the irrevocable pledge and dedication of the excess of annual revenues of the Issuer in the Fiscal Year Beginning July 1, 2001, and ending June 30, 2002, and subsequent years above statutory, necessary and usual charges as well as those funds and monies of the Issuer budgeted, allocated, available, dedicated, set aside or otherwise to be utilized to fund or make debt services payments on the outstanding Certificates.  The Issuer is obligated to budget annually a sufficient sum of money to pay said Certificates and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and interest on all outstanding certificates of indebtedness, after payment in such years of all statutory, necessary and usual charges.  For a more complete statement of the revenues from which and conditions under which this Certificate is payable, and the general covenants and provisions pursuant to which this Certificate is issued, reference is hereby made to the aforesaid Certificate Resolution adopted on November 13, 2001.

 

At the option of the Issuer, Certificates of this issue maturing in the years 2007 to 2011 shall be callable for redemption prior to their stated dates of maturity in 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 December 1, 2006, at a price of par of the face value thereof and accrued interest to the redemption date.  Notice of call for redemption of any of the Certificates shall be given not less than thirty (30) days prior to the redemption date by means of registered or certified mail by notice deposited in the United States Mail addressed to the Paying Agent/Registrar and to the registered owner of each Certificate to be redeemed at his address as shown on the registration books of the Paying Agent/Registrar.  In the event a Certificate is of a denomination larger than $5,000 a portion of such Certificate ($5,000 or any multiple thereof) may be redeemed.

 

IT IS CERTIFIED that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and Statutes of the State of Louisiana.  It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Certificate and the issue of which it forms a part, necessary to have the same constitute legal, binding and valid obligation of the Issuer, have existed, have happened and have been performed in due time, form and manner, as required by law, and that this Certificate and the issue of which it forms a part do not exceed any limitation prescribed by the Constitution and Statutes of the State of Louisiana.  It is also certified, recited and declared that this Certificate is negotiable paper under the Law Merchant, and it shall not be invalid for any irregularity or defect in the proceedings provided for its issuance and that it shall be incontestable in the hands of bona fide purchasers thereof for value.

 

A S S I G N M E N T

 

FOR VALUE RECEIVED,  the undersigned, hereby sells, assigns and transfers unto    the within Certificate and all rights thereunder, and hereby irrevocable constitutes and appoints       , attorney or agent to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises.

 

Dated:                    

    NOTICE:  The signature to this assignment must correspond with the name as it appears on the face of the within Certificate in every particular, without alteration or enlargement or any change whatever.

 

(Form of Legal Opinion Certificate -

to Be Printed on All Certificates)

 

    I, the undersigned Secretary of the Calcasieu Parish School Board, Calcasieu Parish, Louisiana, do hereby certify that the following is a true copy of the complete legal opinion of Joseph A. Delafield., Esq., the original of which was manually executed, dated and issued as of the date of payment for and delivery of the original Certificates of the issue described therein and was delivered to     representing the original purchasers thereof.

 

        _____________________________

    Secretary

 

  SECTION 7. Execution of Certificates.  The Certificates shall be signed by the Executive Officers of the Issuer for, on behalf of, in the name of and under the corporate seal of the Issuer, and the Legal Opinion Certificate shall be signed by the Secretary of the Governing Authority, which signatures and corporate seal may be either manual or facsimile and the delivery of any Certificate so executed at any time thereafter shall be valid although, before the date of delivery, the persons signing the Certificates cease to hold office.

 

  SECTION 8. Obligations of the Issuer.  The Certificates of Indebtedness herein authorized shall be secured by and payable in principal and interest from the irrevocable pledge and dedication of the excess of annual revenues of the Calcasieu Parish School Board in the fiscal year beginning July 1, 2001 and ending June 30, 2002, and subsequent years above statutory, necessary and usual charges.  Until said Certificates herein authorized shall have been paid in full in principal and interest, the Issuer does hereby obligate itself to budget annually a sufficient sum of money to pay said Certificates and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on all outstanding Certificates, after payment in such years of all statutory, necessary and usual charges; and no further or additional dedications of the aforesaid excess of annual revenues shall be made which shall have priority over or parity with the dedication of such revenues herein made.  It shall be specifically understood and agreed, however, and this provision shall be made a part of this contract, that after the funds have actually been set aside out of the revenues of any year sufficient to pay the principal of and the interest on said Certificates for that year and such funds have been deposited in a Sinking Fund, then any excess of annual revenues remaining in that year shall be free for expenditure by the Issuer for other lawful purposes.

 

  The governing authority of the Issuer does hereby obligate itself and is bound under the terms and provisions of law, that so long as any of the Certificates herein authorized are outstanding, it will, in each year, maintain efficiency and economy, together with sufficient rates, fees and charges in the operation of the Calcasieu Parish School System together with taxes levied and collected each year sufficient to meet debt service requirements on all outstanding excess revenue certificates of indebtedness, including the present issue, after payment of all statutory, necessary and usual charges of the Issuer for the current year, and said obligation shall be irrevocable until the Certificates have been paid in full as to both principal and interest, and this Certificate Resolution imposing said obligation shall not be subject to amendment in any manner which would impair the rights of the holders from time to time of the Certificates herein authorized or which would in any way jeopardize the prompt payment of principal thereof and interest thereon.  This Certificate Resolution shall be and remain irrepealable until the Certificates and the interest accruing thereon shall have been fully paid, satisfied, and discharged, as herein provided.

 

  SECTION 9.   Application of Certificate Proceeds; 2001 Project Fund.  Neither the purchaser of the Certificates nor the holder of any of them shall in any way be responsible for the application of the proceeds of said Certificates by the Calcasieu Parish School Board or any of its officers.  The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution.  The proceeds derived from the sale of the Certificates, other than accrued interest upon the Certificates which shall be deposited into the 2001 Excess Revenue Certificate Sinking Fund in accordance with the provisions of Section 14 hereof, shall be deposited into a fund separate and apart from the general funds of the Governing Authority, namely, the “Classroom Facilities Project Fund” (the “2001 Classroom Project Fund”) hereby created, and disbursements shall be made from the 2001 Classroom Project Fund solely and only for the purposes for which the Certificates are being issued and for which the principal proceeds are hereby appropriated.

  Earnings, if any, upon the invested proceeds of the Certificates within the 2001 Classroom Project Fund shall be maintained within the 2001 Classroom Project Fund and utilized solely and only for (i) the purposes for which the Certificates are being issued and/or (ii) payment of any required rebate of excess arbitrage profits to the United States Treasury.

 

  SECTION 10.  Additional Certificates.   All of the Certificates of a series (including the Series 2001 Certificates) shall enjoy complete parity of lien on the excess revenues of the Issuer despite the fact that any of the Certificates may be delivered at an earlier or later date than any other of the Certificates.  The Issuer may issue other certificates or obligations payable from or enjoying a lien on its excess revenues on a parity with the Certificates.  It is specifically understood that after funds have been set aside out of the revenues of any year sufficient to pay the principal of and the interest on the Certificates for the then current year and such funds have been deposited in the 2001 Excess Revenue Certificate Sinking Fund, the any excess of annual revenues remaining in that year will be free for expenditure by the Issuer for any other lawful purpose.

 

  SECTION 11.  Payment of Certificates.  Pursuant to this Certificate Resolution there is irrevocably and irrepealably pledged and dedicated an amount sufficient for payment of the Certificates in principal and interest as they shall respectively become due and payable, after payment of all statutory, necessary and usual charges of the Issuer for the current year.

 

  SECTION 12.  Annual Budget.  Until said Certificates shall have been paid in full in both principal and interest, the governing authority of the Issuer shall prepare a budget at the beginning of each fiscal year and furnish a copy of such budget within thirty (30) days after its preparation to the Paying Agent/Registrar for the Certificates.

 

  SECTION 13.  Sinking Fund.  The Issuer covenants to duly and punctually pay or cause to be paid (but solely from the sources provided in the Certificate Resolution) the principal of every Certificate and the interest thereon, and premium, if any, on the dates and at the places and in the manner stated in the Certificates according to the true intent and meaning thereof.  In order that the said principal, interest and premium, if any, due upon the Certificates will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer hereby further covenants that it shall create and maintain a Sinking Fund to be designated the Calcasieu Parish School Board 2001 Excess Revenue Certificates of Indebtedness Sinking Fund (the “2001 Excess Revenue Certificate Sinking Fund”), to be held by the Paying Agent/Registrar, into which shall be deposited monies sufficient in amount to pay promptly and fully the principal of, interest on, and premium, if any, of the Certificates herein authorized, as they severally become due and payable. 

  At least one (1) business day prior to any date on which the principal of or interest on any of the Certificates is due to be paid to the holders or owners thereof, the Issuer shall furnish to the Paying Agent/Registrar funds fully sufficient to pay promptly the principal and interest so falling due on such date.  Such funds shall be used by the Paying Agent/Registrar solely for the purpose of paying the principal of, premium, if any and interest on the Certificates in accordance with their terms and the provisions of this Certificate Resolution.   Monies held in the 2001 Excess Revenue Certificate Sinking Fund may be invested and reinvested upon the written direction of the Issuer in such investments which are authorized by the law of the State of Louisiana for municipal investments, provided, however, that such investments mature at such time or times which will not impede or interfere with the payments required to be made under and pursuant to this Certificate Resolution to the Paying Agent/Registrar for the Certificates.

 

  SECTION 14.  Legality of Proceedings; Enforceability.  The Issuer covenants that it is duly authorized under all applicable laws to authorize and issue the Certificates and to adopt this Certificate Resolution and to pledge the excess of annual revenues of the Calcasieu Parish School Board above statutory, necessary and usual charges, to be pledged in the manner and to the extent provided in the Certificate Resolution.  The Certificates and the provisions of this Certificate Resolution are and will be the valid and legally enforceable special obligations of the Issuer in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally.  The Issuer shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the excess of annual revenues in the fiscal year beginning July 1, 2001 and ending June 30, 2002, and subsequent years above statutory, necessary and usual charges, and all the rights of the owners of the Certificates under the Certificate Resolution against all claims and demands of all persons whomsoever.  The Issuer has obligated itself and is bound under the terms and provisions of this Certificate Resolution to budget annually, until all of the Certificates have been retired as to both principal and interest, a sufficient sum of money to pay the Certificates and the interest thereon as they mature and come due, and to levy and collect taxes and other  revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on its outstanding Certificates, after payment in such years of all statutory, necessary and usual charges.  Nothing contained in the Certificate Resolution, however, shall be construed to prevent the Issuer from altering, amending or repealing from time to time, as may be necessary, the resolutions and ordinances adopted by Calcasieu Parish School Board providing for the levying, imposition and collection of taxes, service charges and other revenues, said alterations, amendments or repeals to be conditioned upon the continued preservation of the rights of the owners of the Certificates.  The obligation of the Calcasieu Parish School Board to continue to levy and collect taxes and other revenues and to apply the revenues therefrom in accordance with the provisions of the Certificate Resolution, shall be irrevocable until the Certificates 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 Certificates, or which would in any way jeopardize the prompt payment of principal thereof and interest thereon.

 

  SECTION 15.  Certificates Legal Obligations.   The Certificates shall constitute legal, binding and valid obligations of the Issuer, and shall be the only representations of the indebtedness as herein authorized and created.

 

  SECTION 16.  Resolution a Contract.   The provisions of this Resolution and the Certificates shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Certificates and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by this Governing Authority or the Issuer as a result of issuing the Certificates.

  No material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two-thirds (2/3) of the aggregate principal amount of the Certificates then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Certificates, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Certificates as the same shall come due from the revenues pledged and dedicated to the payment thereof by this Resolution or reduce the percentage of the Owners required to consent to any material modification or amendment of this Resolution, without the consent of all of the Owners of the Certificates then outstanding.

 

  SECTION 17.  Recital of Regularity.   This Governing Authority having investigated the regularity of the proceedings had in connection with issuance of the Certificates herein authorized and having determined the same to be regular, the Certificates shall contain the following recital:

 

“It is certified that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana.”

 

 

  SECTION 18.  Effect of Registration.  The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Certificate is registered as the Owner of such Certificate for the purpose of receiving payment of the principal (and redemption price) of and interest on such Certificate and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.

 

  SECTION 19.  Notices to Owners.  Wherever this Resolution provides for notice to Owners of Certificates of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Owner of such Certificates, at the address of such Owner as it appears in the Bond Register.  In any case where notice to Owners of Certificates is given by mail, neither the failure to mail such notice to any particular Owner of Certificates, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates.  Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

 

  SECTION 20.  Cancellation of Certificates.  All Certificates surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already cancelled, shall be promptly cancelled by the Paying Agent.  The Issuer may at any time deliver to the Paying Agent for cancellation any Certificates previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent.  All cancelled Certificates held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

 

  SECTION 21.  Mutilated, Destroyed, Lost or Stolen Certificates.   If (1) any mutilated Certificate is surrendered to the Paying Agent, or the Issuer and the Paying Agent receives evidence to its, satisfaction of the destruction, loss or theft of any Certificate, and (2) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Certificate has been acquired by a bona fide purchaser, the Issuer shall, under the authority of Part XI of Chapter 4 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same maturity and of like tenor, interest rate and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Certificate has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Certificate, pay such Certificate.  Upon issuance of any new Certificate under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith.  Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Certificate shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other outstanding Certificates.  Any additional procedures set forth in this Resolution, shall also be available with respect to mutilated, destroyed, lost or stolen Certificates.  The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates.

 

  SECTION 22.  Discharge of Resolution; Defeasance.  The Certificates or any part thereof, including interest and redemption premiums thereon, if any, may be refunded and the refunding certificates or bonds so issued shall enjoy complete equality of lien with the portion of the Certificates which is not refunded, if there be any, and the refunding certificates or bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Certificates refunded.

  If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owners, the principal of and interest on the Certificates, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all covenants, agreements, and other obligations of the Issuer to the Owners of the Certificates shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer.

  Principal or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section.  Certificates shall be deemed to have been paid, prior to their maturity, within the meaning and with the effect expressed above in this Section if they have been defeased pursuant to Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, or any successor provisions thereto.

 

  SECTION 23.  Paying Agent; Paying Agent Agreement.  The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Certificates.  The designation of the initial Paying Agent in this Resolution is hereby confirmed and approved.  The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution or Resolution giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner.  Every Paying Agent appointed hereunder shall at all times be a bank organized and doing business under the laws of the United States of America or of any state, authorized under such laws to serve as Paying Agent, and subject to supervision or examination by Federal or State authority.  The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of such officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

 

  SECTION 24.  Non-Arbitrage Representations, Warranties and Covenants.  The Governing Authority of the Issuer certifies and covenants that so long as the Certificates remain outstanding, moneys on deposit in any fund in connection with the Certificates, whether or not such moneys were derived from the proceeds of the sale of the Certificates or from any other sources, will not be used in a manner which will cause such Certificates to be “arbitrage bonds” within the meaning of Section 148 of the Code or ruling or regulations promulgated thereunder.

  The Governing Authority hereby authorizes the Executive Officers of the Issuer to be responsible for issuing the Certificates to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Certificates to be arbitrage bonds and to assure that the interest on the Certificates will be excludable from gross income for purposes of federal income taxation.  In connection therewith, the Issuer and the Governing Authority further agree:

  (a) through the Executive Officers to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to consult with counsel approving the Certificates and to comply with such advice as may be given; (c) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Certificates; (d) to file such forms, statements and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable by the Executive Officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Issuer in such compliance.

  The Issuer covenants that principal proceeds from sale of the Certificates shall be devoted to and used with due diligence for completion of the classroom facilities for which the Certificates are hereby authorized to be issued.  The Issuer represents and certifies that:

  (1)      it does not plan to issue any additional obligations within 31 days from the date hereof;

 

  (2)      there are no moneys, funds or accounts other than those described in Section 14 hereof that the Issuer expects to be available to pay debt service on the Certificates;

 

  (3)      no portion of the proceeds of the Certificates will be used as a substitute for other funds which will be used to acquire directly or indirectly securities producing a yield in excess of the yield on the Certificates;

 

  (4)      the Issuer has heretofore incurred (or expects within six months after date of the Certificates to incur) a substantial binding obligation with respect to acquisition of the classroom facilities approved in the Certificate Resolution in the amount of not less than 2-1/2% of the estimated total cost of said classroom facilities;

 

  (5)      the Issuer expects that 100% of the net proceeds of the Certificates, including any reasonably required retainage (not exceeding 5% of the net proceeds of the issue) will be expended on or before December 1, 2004 for the purpose of paying the cost of acquisition of the classroom facilities, said date being within three years following the date of issue of the Certificates;

  (6)      work on acquisition of the facilities is expected to proceed with due diligence to completion;

 

  (7)      the facilities have not been and are not expected to be sold or otherwise disposed of in whole or in part prior to the last maturity of the Certificates;

 

  (8)      all of the principal proceeds of the Certificates are needed for the purpose stated in the form of Certificates above set out, including expenses incidental to such purpose and to the issuance of the Certificates; and

 

  (9)      to the best of the knowledge and belief of the Issuer, there are no facts, estimates or circumstances that would materially change the conclusions and representations set out in this Section.

  The Issuer will keep such separate records as are necessary to segregate or otherwise designate the original and investment proceeds of the Certificates and nonpurpose investments acquired with such proceeds for a period of at least six (6) years after retirement of the Certificates.

 

  SECTION 25.  Printing and Delivery of Certificates.   The Executive Officers of the Issuer are hereby empowered, authorized and directed to cause the necessary Certificates to be printed or lithographed, and they are hereby further empowered, authorized and directed to sign, execute and seal all of the Certificates as herein provided and cause the same to be registered with the Secretary of State, all in accordance with the provisions of law and this Resolution.

 

  SECTION 26.  Notice of Certificate Sale and Preliminary Official Statement.  The publication of a Notice of Certificate Sale pertaining to the sale of the Certificates, in the form so published, and the distribution of the disclosure material in the Preliminary Official Statement in connection therewith are hereby ratified and confirmed in all respects by this Governing Authority, and the Issuer and the Governing Authority hereby certify that such disclosure material is deemed final by the Issuer and Governing Authority as of its date for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934.

 

  SECTION 27.  Publication.   A copy of this Resolution shall be published immediately after its adoption in one (1) issue of the official journal of the Issuer.  For a period of thirty (30) days from the date of such publication, any person in interest shall have the right to contest the legality of this Resolution and of the Certificates to be issued pursuant hereto and the provisions hereof securing the Certificates.  After the expiration of said thirty (30) days, no one shall have any right of action to contest the validity of the Bonds or the provisions of this Resolution, and the Certificates shall be conclusively presumed to be legal and no court shall thereafter have authority to inquire into such matters.

 

  SECTION 28.  Savings Clause.  In case any one or more of the provisions of this Resolution or of the Certificates issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Certificates, but the Resolution and the Certificates shall be construed and enforced as if such illegal or invalid provisions had not been contained therein.  Any constitutional or statutory provision enacted after the date or dates of this Resolution and of the Certificates which validates or makes legal any provision of this Resolution or the Certificates which would not otherwise be valid or legal, shall be decreed to apply to this Resolution and to the Certificates.

 

  SECTION 29.  Bank Qualification.   The Issuer has determined that the Certificates will not be designated as “qualified tax-exempt obligations” within the meaning of section 265(b)(3) of the Code.

 

  SECTION 30.  Continuing Disclosure Agreement.  The Issuer has authorized the execution and delivery of a Continuing Disclosure Agreement pursuant to Section (d)(2) of the Securities and Exchange Commission Rule 15c2-12 (the “Continuing Disclosure Agreement”).  The Continuing Disclosure Agreement executed and delivered by the President and Secretary of the Governing Authority as heretofore authorized by resolution providing for the sale and delivery of the Certificates to the Purchaser is ratified, approved and confirmed.  The Issuer, acting through the Governing Authority, hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement.  Notwithstanding any other provision of this Resolution, failure of the Issuer or the Governing Authority to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder.  However, any Participating Underwriter, as defined in the Continuing Disclosure Agreement, or any Certificate Owner may take such actions under Louisiana law as may be necessary and appropriate, including seeking a mandatory injunction, writ of mandamus or other order or judgment for specific performance by court order to cause the Issuer and/or the Governing Authority to comply with its obligations under the Continuing Disclosure Agreement and this Section and the provisions of this Resolution heretofore adopted authorizing the Continuing Disclosure Agreement.

 

  SECTION 31.  Events of Default.  The following events shall constitute events of default of the Issuer (“Events of Default”):

  (1)  if default shall be made in the due and punctual payment of the principal of any Certificate when due and as the same shall become due and payable, whether at maturity or upon call for redemption, or otherwise; or

  (2)  if default shall be made in the due and punctual payment of any installment of interest on any Certificate when and as such interest installment shall become due and payable; or

  (3)  if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in this Certificate Resolution, any supplemental resolution or in the Certificates contained, and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by the Paying Agent/Registrar or by the owners of not less than 25% of the outstanding Certificates; or

 

  (4)  if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law; then, upon the occurrence and the continuance of any Event of Default the owners of the Certificates, or the Paying Agent/Registrar on their behalf, shall be entitled to exercise all rights and powers authorized under the provisions of law.

 

  SECTION 32.  Beneficiaries of the Resolution.   The provisions of this Resolution are for the sole benefit of the Owners of the Certificates and beneficial owners of the Certificates, and nothing contained herein, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person.  The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Resolution, and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this  Resolution or otherwise, except as expressly provided herein.  The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell the Certificates at any future date.

   UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO OWNERS OF THE CERTIFICATES OR BENEFICIAL OWNERS OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS RESOLUTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.

  No default by the Issuer in observing or performing its obligations under Sections 30 and 32 hereof shall constitute a breach of or default under this Resolution.

 

  SECTION 33.  Section Headings.  The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

 

  SECTION 34.  Repealer.  All resolutions or Resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed, and this Resolution shall be in effect from and after its passage.

 

  SECTION 35.  Effective Date of Resolution.  This Resolution shall become effective immediately upon its adoption.

 

    The Certificate Resolution having been submitted to a vote, the vote thereon was as follows:

 

       YEAS:       Mr. Andrepont, Mr. Armentor, Mr. Blackwell, Mr. Doucet, Mrs. Duhon, Ms. Duplechin, Mr. Falgout, Mr. Fontenot, Mr. Karr, Ms. LaVergne, Mr. Pitre, Mr. Robert, Mr. Tarver, and Mr. Victorian

 

NAYS:      

ABSENT:    Mr. J. L. “Jay” Duhon

 

    This Certificate Resolution adopted and passed on this 13^th day of November, 2001.

 

     /s/  Sheral A. LaVergne      

         SHERAL A. LaVERGNE, President

    Calcasieu Parish School Board

ATTEST:

 

  /s/ Jude W. Theriot      

JUDE W. THERIOT, Secretary

Calcasieu Parish School Board

 

Proces Verbal for District 30  

   The President of the Board stated that one purpose of the meeting was for canvassing and tabulating the returns of an election held in School District No. 30 of Calcasieu Parish, Louisiana (the “District”) on October 20, 2001, on the question of incurring debt and issuing bonds in an amount not exceeding $14,500,000, which bonds are to be retired with, paid from and secured by ad valorem taxes on all taxable property within the District, and thereupon presented the following proces verbal, which was adopted by the following vote:

 

    YEAS:     Mr. Andrepont, Mr. Armentor, Mr. Blackwell, Mr. Doucet, Mrs. Duhon, Ms. Duplechin, Mr. Falgout, Mr. Fontenot, Mr. Karr, Ms. LaVergne, Mr. Pitre, Mr. Robert, Mr. Tarver, and Mr. Victorian

 

NAYS: None

 

 

PROCES VERBAL

 

   BE IT KNOWN AND REMEMBERED that on this 13^th day of November, 2001, at 5:30 o'clock p.m., in accordance with a resolution of the Calcasieu Parish School Board (the “Board”), governing authority of School District No. 30 of Calcasieu Parish, Louisiana, adopted on June 19, 2001, and recorded in the records of said Board, notice of which meeting was issued and published according to law, the undersigned members of the Board, being a quorum thereof, met at the regular meeting place of the Board, and according to law examined the tabulation blanks, certificates and statements which were received from the Commissioners and Commissioners-in-Charge of the election held in School District No. 30 of Calcasieu Parish, Louisiana on October 20, 2001, in accordance with said resolution, together with the transcription of the totals made by the Clerk of Court and Ex-Officio Parish Custodian of Voting Machines in and for Calcasieu Parish to determine the following proposition:

 

BOND PROPOSITION

 

SUMMARY:  AUTHORITY FOR SCHOOL DISTRICT NO. 30 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $14,500,000 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. 30 of Calcasieu Parish, Louisiana, incur debt and issue bonds in an amount not exceeding $14,500,000 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. 30 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest?

 

   The results of said election proved to be as  follows:

 

 

  NUMBER OF VOTES IN   NUMBER OF VOTES

   PRECINCT      FAVOR OF PROPOSITION AGAINST PROPOSITION

        40 (Part)   60 27

        41W (Part)        45 10

        43 (Part)     0   0

44N  25      9

        44SA (Part)       91 38

        44SB (Part)     103 46

        45 (Part)   24 23

        46 (Part)   72 42

        53 (Part)     0   2

        72 (Part)     6   0

150   102  29

151   67    24

        152  78 21

        153         177 58

        155A      155 52

        155B      139 43

        157         153 33

        158 (Part) 35 13

   Absentees               41   7

TOTALS     1,373        477

 

   We therefore ascertained that the majority of qualified electors of School District No. 30 of Calcasieu Parish, Louisiana qualified to vote under the Constitution and laws of the State of Louisiana voting in said election in the District voted in favor of the Bond Proposition.

 

   At the same time and place, we did examine and canvass the returns as evidenced by said tabulation blanks, certificates, and statements received from the election Commissioners and Commissioners-in-Charge, the correctness of which were sworn to by the election Commissioners-in-Charge and Commissioners according to law, and our finding was that the returns indicated a majority voted in favor of said proposition.

 

   Therefore, we declare that the result of said election is in favor of the Bond Proposition as stated above.

 

   In accordance with law, a resolution promulgating the aforesaid results was adopted, and the Secretary of the Board was ordered to have a copy of said resolution signed by the President and published in one issue of the Southwest Daily News, a newspaper published in Calcasieu Parish and of general circulation in said School District No. 30.

 

   We did, likewise, order that one copy of this proces verbal be sent to the Secretary of State to be recorded in the archives of the State of Louisiana, and that one copy be sent to the Clerk of the District Court of Calcasieu Parish to be recorded in the mortgage records of said Parish and that one copy be filed in the archives of this Board.

   THUS DONE AND SIGNED in the presence of      Karl Bruchhaus          and     Joseph A. Delafield , competent witnesses and qualified voters of Calcasieu Parish on this 13^th day of November, 2001, at a special meeting of the Board in Lake Charles, Louisiana, by the undersigned members of said Board present and participating in the canvass of said election.

 

WITNESSES:

 /s/ Karl Bruchhaus         /s/ Sheral A. LaVergne        , President

 

 /s/ Joseph A. Delafield             /s/John M. Falgout   , V. President

 

            /s/ Wilridge P. Doucet  , Member

 

            /s/ Philip E. Tarver        , Member

 

            /s/ Carla Duplechin       , Member

 

            /s/ Randall C. Armentor , Member

 

            /s/ L. J. Berk Fontenot , Member

 

            /s/ James W. Karr, Sr.   , Member

 

            /s/ James W. Pitre         , Member

 

            /s/ John Falgout    , Member

 

            /s/ Clara F Duhon         , Member

 

            /s/ Gregory P. Robert    , Member

 

            /s/ Elray Victorian       , Member

 

            /s/ Joe Andrepont        , Member

 

            /s/ James R. Blackwell  , Member

 

 

   The following resolution was thereupon introduced, and pursuant to a motion made by Mr. Andrepont and seconded by Mr. Blackwell, was adopted by the following vote:

 

      YEAS: Mr. Andrepont, Mr. Armentor, Mr. Blackwell, Mr. Doucet, Mrs. Duhon, Ms. Duplechin, Mr. Falgout, Mr. Fontenot, Mr. Karr, Ms. LaVergne, Mr. Pitre, Mr. Robert, Mr. Tarver, and Mr. Victorian

 

      NAYS: None

 

 

RESOLUTION

 

A RESOLUTION PROMULGATING THE RESULTS OF A SPECIAL ELECTION HELD IN SCHOOL DISTRICT NO. 30 OF CALCASIEU PARISH, LOUISIANA ON OCTOBER 20, 2001.

 

      WHEREAS, on October 20, 2001, an election was held in School District No. 30 of Calcasieu Parish, Louisiana, to determine the proposition hereinafter set out;

 

   WHEREAS, the returns of said election were canvassed by the Board according to law and notice duly given as provided by law, and the result of said election was declared to be in

favor of proposition;