DATE, TIME, PLACE OF MEETING
The Calcasieu Parish School Board met in the Conference Room of the Calcasieu Parish School Board located at John J. Johnson, II Elementary School, 500 Malcolm Street, Lake Charles, Louisiana, on Tuesday, September 16, 2003, at 5:00 p.m. Gregory Robert, President, called the meeting to order. R. L. Webb led the prayer; Clara Duhon led the Pledge of Allegiance.
ROLL CALL
The roll was called and the following members were present:
Joe A. Andrepont, Billy Breaux, Dale B. Bernard, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J.L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Philip Tarver and R.L. Webb.
MINUTES APPROVED
On motion by Mr. Andrepont, seconded by Mr. Duhon and unanimously carried, the minutes of the regular meeting of August 19, 2003, were approved as presented.
Supplemental Agenda
By general consent the Supplemental Agenda was included as part of the regular agenda.
Amend Agenda
On motion by Mr. Andrepont, seconded by Mr. Webb and carried, the agenda was amended to place “Recognitions and Condolences” prior to presentations.
RECOGNITIONS AND CONDOLENCES
Mrs. Duhon introduced Principal Betty Sims of John J. Johnson II Elementary School. She extended appreciation to Mrs. Sims and staff for their participation in preparation for the Board meeting. Mrs. Duhon introduced the project architect and his wife, Mr. and Mrs. Gayle Zembower. She expressed her appreciation to Gayle Zembower, Priola Construction Company and Harold Heath for an excellent job in constructing and managing the school project. She also thanked Mrs. Beloney and the food service staff for the delightful dinner and the entertainment presented by Verlin Chretien.
Mr. Andrepont expressed the same sentiments as Mrs. Duhon. He also requested a letter of condolence to Dale Schanz for the loss of her father-in-law and Dielle Barrentine for the loss of her grandfather. Mr. Andrepont requested a congratulatory letter to Robinson Construction for working on the Sulphur High School 9th grade project in the rain on Labor Day.
Mr. Breaux thanked everyone for the wonderful dinner and congratulated Mrs. Sims on the opening of the new John J. Johnson II Elementary School. He extended an invitation to the Board and staff to attend the welcoming party in honor of Captain Michelle Hagerich on September 22 at 8:15. Captain Hagerich is returning from military active duty to her teaching position at Maplewood Middle School.
Mr. Pitre expressed his appreciation for the wonderful dinner and complimented Mrs. Sims on the new school facility. He requested a letter of appreciation to Bessette Development and Larry Pittman, project superintendent, for the expedient manner in which they completed the Alfred M. Barbe High School stadium.
Reverend Franklin extended his appreciation for the dinner and congratulated Mrs. Sims, faculty and staff on the new school facility. He wished them success in their educational endeavor.
Mr. Duhon also thanked everyone for the great meal. He stated that it was a pleasure to conduct the Board meeting at the new John J. Johnson II Elementary School and it was rewarding to be in the schools.
Mr. LaRocque thanked food service and staff for the dinner and hospitality. He congratulated Mrs. Sims, faculty and staff on their new school. Mr. LaRocque requested that the Board meeting scheduled in February be held at the new Moss Bluff Middle School.
Ms. LaVergne congratulated Mrs. Sims, faculty and staff on their new school. She requested a letter of condolence to Louis Babineaux on the loss of his wife, Ida. Mr. Babineaux is a retired custodian from Washington-Marion High School. She also requested a congratulatory letter to Bessette Development and Terry Champagne for the excellent job in completing the projects at Combre-Fondel Elementary School and Jessie D. Clifton Elementary School.
Mr. Bernard extended his appreciation to Mrs. Beloney and staff for the delicious meal.
Mr. Robert stated that it was a pleasure to conduct the Board meeting at the new John J. Johnson II Elementary School. He also requested a letter of condolence to the family of Peggy Pugh.
PRESENTATIONS
Quality Tools
Tom Hatfield, PPG Quality Coordinator, presented to the Board the quality tools of PDSA, Plan Do Study Act.
- Plan the action.
- Do the action.
- Study and analyze results.
- Act on the data collected.
The Board thanked Mr. Hatfield for his efforts and continued support.
Update on the Pre-Kindergarten Program
Sheryl Piper, Pre-Kindergarten Coordinator, gave an overview of the Pre-Kindergarten Program.
The following points were discussed:
- Goals
Ø Provide high-quality early childhood education.
Ø Equip young children with oral language and readiness skills that will enhance kindergarten experiences.
Ø Provide appropriate activities that enhance the cognitive, social, emotional and physical developmental areas.
- Funding Sources
Ø Starting Points (TANF)
Ø 8g (Board of Elementary and Secondary Education – BESE)
Ø Title I
Ø LA 4 (TANF)
- Enrollment
- Success in Pre-K
Ms. Piper stated that researchers estimated that for every $1 spent on high quality early childhood education, there is a savings of $7 in remediation/intervention costs.
After lengthy discussion and interest expressed in funding, waiting lists and long-term strategy and planning the Board recommended that the issue be addressed at the Curriculum and Instruction Committee.
CAE – TNT5 Conference
Judy Ellis and Pam Quebedeaux were present and extended an invitation to the Board to attend the Teaching and Technology Institute on Saturday, September 27, from 8:00 am to 3:00 pm. The Calcasieu Parish School System Technology Department, Calcasieu Association of Educators, Region V LACUE and Region V TLTC sponsor the conference. Highlights of the conference are:
· Hands-on technology workshops
· Vendor exhibits and demonstrations
Amend Agenda
On motion by Mr. Pitre, seconded by Mr. Breaux and carried, item VII Take Appropriate Action was placed after presentations.
TAKE APPROPRIATE ACTION
Resolution Authorizing the Sale of Equipment Lease Refunding Certificates of Indebtedness
Lake Charles, Louisiana
September 16, 2003
The Calcasieu Parish School Board, State of Louisiana, met in regular public session at John J. Johnson II Elementary School, 500 Malcolm Street, Lake Charles, Louisiana, at 5:00 o’clock p.m. on September 16, 2003, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.
President Gregory P. Robert, called the meeting to order and on roll call, the following members were present:
Joe A. Andrepont, Dale B. Bernard, Billy Breaux, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J. L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Phillip Tarver, and R. W. Webb
ABSENT: None
Jude W. Theriot, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.
Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Andrepont and seconded by Mrs. Duhon, was adopted by the following vote:
YEAS: Mr. Andrepont, Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms. LaVergne, Mr. Pitre, Mr. Robert, Dr. Stephens, Mr. Tarver, and Mr. Webb
NAYS: None
CERTIFICATE RESOLUTION
A resolution providing for the issuance, sale and delivery of TWO MILLION AND NO/100 ($2,000,000) DOLLARS Calcasieu Parish School Board Equipment Lease Refunding Certificates of Indebtedness, Series 2003; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for payment of the principal of and interest on such bonds and the application of the proceeds thereof to the refunding of that certain Master Lease Agreement dated September 10, 1998, together with any and all amendments or modifications thereto of the Issuer; and providing for other matters in connection therewith.
WHEREAS, the Calcasieu Parish School Board (the “Issuer”) has heretofore entered into a certain tax-exempt Master Lease Agreement dated September 10, 1998, as amended and modified, by and between the Issuer and Educational Building Systems, Inc., as Lessor, together with amendments, modifications and exhibits thereto, for lease of certain relocatable modular classrooms (the “Lease”), which Lease is payable over ten years, subject to annual appropriation of funds; and
WHEREAS, the Issuer, after examining available data, has determined that currently refunding the outstanding Lease obligation in accordance with the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, would be advantageous to the Issuer; and
WHEREAS, the Calcasieu Parish School Board has adopted a preliminary resolution on July 22, 2003, expressing its intention to issue equipment lease refunding Certificates of Indebtedness of the Issuer in an amount not to exceed $2,000,000 pursuant to the provisions of Chapter 14-A of Title 39, and Sections 2922 and 2923, et seq. of Title 33, of the Louisiana Revised Statutes of 1950, as amended (the “Act”);
WHEREAS, pursuant to the Act, it is now the desire of the Issuer to adopt this Certificate Resolution in order to provide for issuance by the Issuer of $2,000,000 principal amount of its Equipment Lease Refunding Certificates of Indebtedness, Series 2003 (the “Certificates”), for the purpose of currently refunding the outstanding Lease obligation, to fix the details of the Certificates and to sell the Certificates to the purchasers thereof;
WHEREAS, it is further necessary to provide for application of the proceeds of the Certificates and to provide for other matters in connection with payment or redemption of the Lease obligation;
WHEREAS, in connection with issuance of the Certificates, it is necessary that provision be made for payment of the principal and interest of the Lease obligation described in Exhibit A hereto;
WHEREAS, the Issuer desires to sell the Certificates to the purchasers thereof and to fix the details of the Certificates and the terms of the sale of the Certificates in accordance with the Certificate Purchase Agreement attached hereto as Exhibit B;
NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, State of Louisiana, that:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions. The following terms shall have the following meanings in this resolution unless the context otherwise requires:
“Act” shall mean Chapter 14-A of Title 39, and Sections 2922 and 2923, et seq. of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.
“Certificate” or “Certificates” shall mean any or all of the Equipment Lease Refunding Certificates of Indebtedness, Series 2003, of the Issuer, issued pursuant to this Certificate Resolution, as the same may be amended from time to time, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued Certificate. The Certificates shall be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the seven (7) year period during which the Certificates remain outstanding, above statutory, necessary and usual charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter.
“Certificate holder,” “Registered Owner,” or “Owner” shall mean the Person reflected as registered owner of any of the Certificates on the registration books maintained by the Paying Agent. Notwithstanding any provision of this Certificate Resolution to the contrary, the Insurer shall, at all times, be deemed an owner of all the Certificates for the purposes of consenting to any resolution supplementing or amending this Certificate Resolution, and shall be notified in advance of the adoption of any resolution supplemental or amendatory hereto whether or not the consent of the Owners is required.
“Bond Counsel” shall mean an attorney or firm of attorneys whose experience in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized.
“Certificate Obligation” shall mean, as of the date of computation, the principal amount of the Certificates then Outstanding.
“Certificate Resolution” shall mean the resolution authorizing issuance of the Certificates, as further amended and supplemented as herein provided.
“Bond Year” shall mean the one-year period ending on the principal payment date on the Certificates (July 1).
“Business Day”" shall mean a day of the year other than a day on which banks located in New York, New York and the cities in which the principal offices of the Paying Agent is located are required or authorized to remain closed and on which the New York Stock Exchange is closed.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Costs of Issuance” shall mean all items of expense, directly or indirectly payable or reimbursable and related to the authorization, sale and issuance of the Certificates, including but not limited to printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees and charges for the preparation and distribution of a preliminary official statement and official statement, if paid by the Issuer, fees and disbursements of consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Certificates, costs and expenses of refunding, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of Certificates.
“Debt Service” for any period shall mean, as of the date of calculation, an amount equal to the sum of (i) interest payable during such period on Certificates and (ii) the principal amount of Certificates which mature during such period.
“Defeasance Obligations” shall mean (a) cash or (b) non callable Government Securities.
“Executive Officers” shall mean the President, Secretary and the Chief Financial Officer of the Calcasieu Parish School Board.
“Federal” shall mean the United States of America.
“Fiscal Year” shall mean the one-year period commencing on July 1 of each year, or such other one-year period as may be designated by the Governing Authority as the fiscal year of the Issuer.
“Governing Authority” shall mean the School Board of Calcasieu Parish, State of Louisiana, or its successor in function.
“Government Securities” shall mean direct general obligations of, or obligations the timely payment of principal of and interest on which are fully and unconditionally guaranteed by, the United States of America, which may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form.
“Insurer” shall mean, with respect to the Certificates, MBIA Insurance Corporation, Armonk, New York, or its successor and assigns.
“Interest Payment Date” shall mean January 1 and July 1 of each year, commencing July 1, 2004.
“Lease” shall mean the tax-exempt Master Lease Agreement dated September 10, 1998, by and between the Issuer and Educational Building Systems, Inc., as Lessor, together with amendments, modifications and exhibits thereto, for lease of certain relocatable modular classrooms, which is being refunded by the Certificates, as more fully described in Exhibit A hereto.
“Outstanding” when used with reference to the Certificates, shall mean as of any date, all Certificates theretofore issued under the Certificate Resolution, except:
1. Certificates theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;
2. Certificates for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent or an escrow agent in trust for the owners of such Certificates with the effect specified in Section 11.1 of this Certificate Resolution, provided that if such Certificates are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to the Certificate Resolution, to the satisfaction of the Paying Agent, or waived;
3. Certificates in exchange for or in lieu of which other Certificates have been registered and delivered pursuant to the Certificate Resolution; and
4. Certificates alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in the Certificate Resolution or by law.
“Paying Agent” shall mean Argent Trust, a Division of National Independent Trust Company, Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Certificate Resolution, and thereafter “Paying Agent” shall mean such successor Paying Agent.
“Person” shall mean any individual, corporation, partnership, joint venture, association joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Pledged Revenues” shall mean the excess of annual revenues accruing to the budget of the Issuer, including Unreserved General Fund Balance of the Issuer, for the seven (7) year period during which the Certificates remain outstanding, above statutory, necessary and usual charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter.
“Qualified Investments” shall mean (i) cash, (ii) Government Securities, and (iii) time certificates of deposit of state banks organized under the laws of the State and national banks having their principal office in the State which are fully collateralized by government securities as provided by Louisiana law, or any other investment security which may be permitted by Louisiana law.
“Record Date” shall mean, with respect to an Interest Payment Date, the close of business on the fifteenth calendar day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
“State” shall mean the State of Louisiana.
“Underwriter” shall mean Stephens Inc., Baton Rouge, Louisiana.
“Unreserved Fund Balance” shall mean, with respect to the Issuer’s General Fund each Fiscal Year, current available financial resources available for spending for any lawful purpose, in accordance with Generally Accepted Accounting Principals (“GAAP”).
SECTION 1.2. Interpretation. In this Certificate Resolution, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and (c) the title of the offices used in this Certificate Resolution shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.
ARTICLE II
AUTHORIZATION AND ISSUANCE OF CERTIFICATES
SECTION 2.1. Authorization of Certificates. This Certificate Resolution creates an issue of Certificates to be designated “Calcasieu Parish School Board Equipment Lease Refunding Certificates of Indebtedness, Series 2003,” and provides for the full and final payment of the principal of, and interest on all the Certificates.
(b) The Certificates issued under this Certificate Resolution shall be issued for the purpose of providing funds for payment in full on the date of issuance and delivery of the Certificates, of the principal of, and interest on the Lease.
(c) Provision having been made for the full payment and cancellation of the Lease, in accordance with its terms, it is hereby recognized and acknowledged that as of the date of delivery of the Certificates under this Certificate Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Lease, and that accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the aforesaid Lease, and that the Lease will be terminated pursuant to the Act.
(d) The Issuer does hereby find that since substantial benefits will accrue from insurance of the Certificates, the Certificates are being insured by the Insurer and an appropriate legend shall be printed on the Certificates as evidence of such insurance. The cost of the Municipal Bond Insurance Policy shall be paid by the Issuer from proceeds of the Certificates.
SECTION 2.2. Certificate Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Certificates by those who shall own the same from time to time, the provisions of this Certificate Resolution shall be a part of the contract of the Issuer with the Owners of the Certificates and shall be deemed to be and shall constitute a contract between the Issuer and the Owners from time to time of the Certificates. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the Certificates, each of which Certificates, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Certificate Resolution.
SECTION 2.3. Obligation of Certificates. The Certificates shall be secured by and payable in principal, premium, if any, and interest solely from an irrevocable pledge and dedication of the Pledged Revenues. The Pledged Revenues are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for payment of the Certificates in principal, premium, if any, and interest as they shall become due and payable, and for other purposes hereinafter set forth in this Certificate Resolution. All of the Pledged Revenues shall be set aside in a separate fund as hereinafter provided, and shall be and remain pledged for the security and prompt payment of the Certificates, in principal, premium, if any, and interest and for all other payments provided for in this Certificate Resolution until such Certificates shall have been fully paid and discharged.
SECTION 2.4. Authorization and Designation. Pursuant to the provisions of the Act, there is hereby authorized issuance of $2,000,000 principal amount of Certificates to be designated “Equipment Lease Refunding Certificates of Indebtedness, Series 2003,” for the purpose of currently refunding the Lease. The Certificates shall be in substantially the form set forth in Exhibit C hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Certificate Resolution.
SECTION 2.5. Denominations, Dates, Maturities and Interest. The Certificates are issuable as fully registered Certificates without coupons in the denominations of $5,000 principal amount or any integral multiple thereof within a single maturity, and shall be numbered R-00l upwards.
The Certificates shall be dated October 15, 2003, shall bear interest payable on January 1 and July 1 of each year, commencing July 1, 2004, at the rates per annum and annual principal maturities set forth in the final Official Statement to be approved by the Executive Officers, and shall mature on July 1 in the years and in the principal amounts set forth below:
DATE PRINCIPAL INTEREST
(July 1) PAYMENT RATE
2004 $ 280,000 3.00%
2005 270,000 3.00%
2006 275,000 3.00%
2007 285,000 3.00%
2008 290,000 3.00%
2009 295,000 3.00%
2010 305,000 3.15%
The principal and premium, if any, of the Certificates are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof. Interest on the Certificates is payable by check mailed on or before the Interest Payment Date by the Paying Agent to the Owner (determined as of the Record Date) at the address of such Owner as it appears on the registration books of the Paying Agent maintained for such purpose. Except as otherwise provided in this Section, Certificates shall bear interest from date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, provided, however, that if and to the extent that the Issuer shall default in payment of interest on any Certificates due on any Interest Payment Date, then all such Certificates shall bear interest at their stated rate from the most recent Interest Payment Date to which interest has been paid on the Certificates, or if no interest has been paid on the Certificates, from their dated date. The person in whose name any Certificate is registered at the close of business on the Record Date with respect to an Interest Payment Date shall in all cases be entitled to receive the interest payable on such Interest Payment Date (unless such Certificate has been called for redemption on a redemption date which is prior to such Interest Payment Date) notwithstanding cancellation of such Certificate upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
ARTICLE III
GENERAL TERMS AND PROVISIONS OF THE CERTIFICATES
SECTION 3.1. Exchange of Certificates; Persons Treated as Owners. The Issuer shall cause books for the registration and transfer of the Certificates as provided in this Certificate Resolution to be kept by the Paying Agent at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Certificates. At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the Issuer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Certificates.
Upon surrender for registration of transfer of any Certificate, the Paying Agent shall register and deliver in the name of the transferee or transferees one or more new fully registered Certificates of authorized denomination of the same maturity and like aggregate principal amount. At the option of the Owner, Certificates may be exchanged for other Certificates of authorized denominations of the same maturity and like aggregate principal amount, upon surrender of the Certificates to be exchanged at the principal corporate trust office of the Paying Agent. Whenever any Certificates are so surrendered for exchange, the Paying Agent shall register and deliver in exchange therefor the Certificate or Certificates, which the Certificate holder making the exchange shall be entitled to receive. All Certificates presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form and with a guaranty of signature satisfactory to the Paying Agent, duly executed by the Owner or his attorney duly authorized in writing.
No service charge to the Owners shall be made by the Paying Agent for any exchange or registration of transfer of Certificates. The Paying Agent may require payment by the person requesting an exchange or registration of transfer of Certificates of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Issuer and the Paying Agent shall not be required (a) to issue, register the transfer of or exchange any Certificate during a period beginning at the opening of business on the fifteenth calendar day of the month next preceding an Interest Payment Date or any date of selection of Certificates to be redeemed and ending at the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to register the transfer of or exchange any Certificate so selected for redemption in whole or in part.
All Certificates delivered upon any registration of transfer or exchange of Certificates shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Certificate Resolution as the Certificates surrendered. Prior to due presentment for registration of transfer of any Certificate, the Issuer and the Paying Agent, and any agent of the Issuer or the Paying Agent may deem and treat the person in whose name any Certificate is registered as the absolute owner thereof for all purposes, whether or not such Certificate shall be overdue, and shall not be bound by any notice to the contrary.
SECTION 3.2. Certificates Mutilated, Destroyed, Stolen or Lost. In case any Certificate shall become mutilated or be improperly canceled, or be destroyed, stolen or lost, the Governing Authority may in its discretion adopt a resolution and thereby authorize issuance and delivery of a new Certificate in exchange for and substitution for such mutilated or improperly canceled Certificate, or in lieu of and substitution for the Certificate destroyed, stolen or lost, upon the Owner (i) furnishing the Issuer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the Issuer and the Paying Agent, (ii) giving to the Issuer and the Paying Agent an indemnity bond in favor of the Issuer and the Paying Agent in such amount as the Issuer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the Issuer may prescribe and (iv) paying such expenses as the Issuer and the Paying Agent may incur. All Certificates so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section 3.4 hereof. If any Certificate shall have matured or be about to mature, instead of issuing a substitute Certificate, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Certificate be lost, stolen or destroyed, without surrender thereof any such duplicate Certificate issued pursuant to this Section shall constitute an original, additional, contractual obligation on the part of the Issuer, whether or not the lost, stolen or destroyed Certificate be at any time found by anyone. Such duplicate Certificate shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause: “This Certificate is issued to replace a lost, canceled or destroyed Certificate under the authority of R.S. 39:971 through 39:974.”
Such duplicate Certificate may be signed by the facsimile signatures of the same officers who signed the original Certificates, provided, however, that in the event the officers who executed the original Certificates are no longer in office, then the new Certificates may be signed by the officers then in office. Such duplicate Certificates shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment as provided herein with respect to all other Certificates hereunder, the obligation of the Issuer upon the duplicate Certificates being identical to their obligations upon the original Certificates and the rights of the Owner of the duplicate Certificates being the same as those conferred by the original Certificates.
SECTION 3.3. Preparation of Definitive Certificates, Temporary Certificates. Until the definitive Certificates are prepared, the Issuer may execute, in the same manner as is provided in Section 3.5, and deliver, in lieu of definitive Certificates, but subject to the same provisions, limitations and conditions as the definitive Certificates except as to the denominations, one or more temporary typewritten Certificates substantially of the tenor of the definitive Certificates in lieu of which such temporary Certificate or Certificates are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to temporary Certificates.
SECTION 3.4. Cancellation of Certificates. All Certificates paid or redeemed either at or before maturity, together with all Certificates purchased by the Issuer, shall thereupon be promptly cancelled by the Paying Agent. The Paying Agent shall thereupon promptly furnish to the Executive Officers an appropriate certificate of cancellation.
SECTION 3.5. Execution. The Certificates shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the President and Secretary, and the corporate seal of the Calcasieu Parish School Board (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon. In case any one or more of the officers who shall have signed or sealed any of the Certificates shall cease to be such officer before the Certificates so signed and sealed shall have been actually delivered, such Certificates may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Certificates had not ceased to hold such office. Said officers shall, by the execution of the Certificates, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Certificates or any legal opinion certificate thereon, and the Issuer may adopt and use for that purpose the facsimile signature of any person or persons who shall have been such officer at any time on or after the date of such Certificate, notwithstanding that at the date of such Certificate such person may not have held such office or that at the time when such Certificate shall be delivered such person may have ceased to hold such office.
SECTION 3.6. Registration by Paying Agent No Certificate shall be valid or obligatory for any purpose or entitled to any security or benefit under this Certificate Resolution unless and until a certificate of registration on such Certificate shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Certificate shall be conclusive evidence that such Certificate has been executed, registered and delivered under this Certificate Resolution.
SECTION 3.7. Regularity of Proceedings. The Issuer, having investigated the regularity of the proceedings had in connection with issuance of the Certificates, and having determined the same to be regular, each of the Certificates shall contain the following recital, to-wit:
“It is certified that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State.”
ARTICLE IV
PAYMENT OF CERTIFICATES; DISPOSITION OF FUNDS
SECTION 4.1. Deposit of Funds With Paying Agent. The Issuer covenants that it will deposit or cause to be deposited with the Paying Agent from the Pledged Revenues or other funds available for such purpose, at least one (1) Business Day in advance of the date on which payment of principal, premium, if any, and/or interest falls due on the Certificates, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.
SECTION 4.2. Issuer’s Obligation. The Issuer does hereby obligate itself to budget annually a sufficient sum of money to pay the Certificates and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on all outstanding Certificates and Certificates of Indebtedness, after payment in such years of all statutory, necessary and usual charges, until all of the Certificates have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereof. It shall be specifically understood and agreed, however, and this provision shall be made a part of this contract, that after the funds have actually been set aside out of the revenues of any year sufficient to pay the principal of and the interest on the Certificates for that year and such funds have been deposited in a Sinking Fund, then any excess of annual revenues remaining in that year shall be free for expenditure by the Issuer for other lawful purposes.
SECTION 4.3. Funds and Accounts. In order that the principal of and interest on the Certificates will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows: The excess of annual revenues of the Issuer above statutory, necessary and usual charges constituting Pledged Revenues shall be deposited the credit of the Issuer, in separate and special bank accounts established and maintained with the regularly designated fiscal agent of the Calcasieu Parish School Board and designated “Equipment Lease Refunding Certificate Sinking Fund” (the “Sinking Fund”). Funds on deposit in the Sinking Fund shall constitute dedicated funds of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the purposes of paying the principal of, interest on, and redemption premium, if any, of the Certificates. Said fiscal agent shall transfer from said Sinking Fund to the paying agent bank or banks for all Certificates payable from said fund, at least one (1) Business Day in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest so falling due on such date.
All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in Qualified Investments, provided that Certificate proceeds representing accrued interest, if any, shall be invested in Government Securities, maturing prior to the first interest payment date of the Certificates as herein provided. All income derived from such investments shall be added to the Sinking Fund, and such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which the Sinking Fund is herein created.
SECTION 4.4. Funds to Constitute Trust Funds. The Sinking Fund provided for in Section 4.3 hereof shall all be and constitute a trust fund for the purposes provided in this Certificate Resolution, and the Owners of Certificates issued pursuant to this Certificate Resolution are hereby granted a lien on all such funds until applied in the manner provided herein. The moneys in such fund shall at all times be secured to the full extent thereof by the bank or trust company holding such funds in the manner required by the laws of the State.
SECTION 4.5. Method of Valuation and Frequency of Valuation. In computing the amount in any fund provided for in Section 4.3, investments shall be valued at the lower of the cost or the market price, exclusive of accrued interest. With respect to the Sinking Fund valuation shall occur annually. If any investment in the Sinking Fund ceases to be a Qualified Investment, then such non-conforming investment shall be sold or liquidated and the proceeds thereof invested in Qualified Investments.
ARTICLE V
REDEMPTION OF CERTIFICATES
SECTION 5.1. Redemption of Certificates. The Certificates shall not be callable for redemption prior to their stated maturities.
ARTICLE VI
PARTICULAR COVENANTS, ADDITIONAL CERTIFICATES
SECTION 6.1. Obligation of the Issuer in Connection with Issuance of the Certificates. As a condition of the issuance of the Certificates, the Issuer hereby binds and obligates itself to: (a) pay on the date of issuance of the Certificates, the principal of, premium, if any, and interest on the Lease; and (b) deposit in trust with the Paying Agent such amount of the proceeds of the Certificates as will enable the Paying Agent to pay the costs properly attributable to the establishment and administration of the Sinking Fund.
SECTION 6.2. Payment of Certificates. The Issuer shall budget in each Fiscal Year sufficient Pledged Revenues to make all payments required by Section 4.3 in such Fiscal Year, and shall also duly and punctually pay or cause to be paid as herein provided, the principal of every Certificate and the interest thereon, at the dates and places and in the manner stated in the Certificates according to the true intent and meaning thereof.
SECTION 6.3. Tax Covenants. (A) To the extent permitted by the laws of the State, the Issuer will comply with the requirements of the Code to establish, maintain and preserve the exclusion from “gross income” of interest on the Certificates under the Code. The Issuer shall not take any action or fail to take any action, nor shall they permit at any time or times any of the proceeds of the Certificates or any other funds of the Issuer to be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any Certificate to be an “arbitrage bond” as defined in the Code or would result in the inclusion of the interest on any Certificate in “gross income” under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Certificates, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (iii) the use of proceeds of the Certificates in a manner which would cause the Certificates to be “private activity bonds” under the Code.
(B) The Issuer shall not permit at any time or times any proceeds of the Certificates or any other funds of the Issuer to be used, directly or indirectly, in a manner which would result in exclusion of interest on any Certificate from the treatment afforded by Section 103(a) of the Code, as from time to time amended, or any successor provision thereto.
(C) For purposes of paragraphs (A) and (B) above, “interest” shall include any original issue discount properly allocable to the holder of a Certificate.
(D) The Certificates herein authorized are designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and determines that:
(i) the Certificates are not “private activity bonds” within the meaning of the Code;
(ii) upon original issue, the Lease was designated a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code;
(iii) the amount of the Certificates does not exceed the outstanding amount of the Lease;
(iv) the average maturity date of the Certificates is not later than the average maturity date of the Lease;
(v) the maturity date of the Certificates is not later than 30 years after the date the Lease obligation originated; and
(vi) the face amount of the Certificates does not exceed $10,000,000.
SECTION 6.4. Issuer to Maintain Books and Records. So long as any of the Certificates are outstanding and unpaid in principal or interest, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of revenues, including receipts of ad valorem taxes, including specifically but without limitation, all reasonable and necessary costs and expenses of collection. Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of such books and accounts to be made by the Legislative Auditor of the State (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Sinking Funds. Such audit shall be available for inspection upon request by the Owners of any of the Certificates.
SECTION 6.5. Pledged Revenues Not Encumbered. As of this date, the Pledged Revenues are not pledged or encumbered in any way, except to the payment of the Lease and other excess revenue certificates previously or simultaneously issued by the Issuer.
ARTICLE VII
SUPPLEMENTAL CERTIFICATE RESOLUTIONS
SECTION 7.1. Supplemental Resolutions Effective Without Consent of Owners. For any one or more of the following purposes and at any time from time to time, a resolution and/or ordinance supplemental hereto may be adopted, which, upon filing with the Paying Agent of a certified copy thereof, but without any consent of Owners, shall be fully effective in accordance with its terms: (a) to add to the covenants and agreements of the Issuer in the Certificate Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Certificate Resolution as theretofore in effect; (b) to add to the limitations and restriction in the Certificate Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Certificate Resolution as theretofore in effect; (c) to surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of the Certificate Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Issuer contained in the Certificate Resolution; (d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of the Certificate Resolution; or (e) to insert such provisions clarifying matters or question arising under the Certificate Resolution as are necessary or desirable and are not contrary to or inconsistent with the Certificate Resolution as theretofore in effect.
SECTION 7.2. Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section 7.1, any modification or amendment of the Certificate Resolution or of the rights and obligations of the Issuer and of the Owners of the Certificates hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Certificate Obligation at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Certificate or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the Owner of such Certificate, or shall reduce the percentages of Certificates the consent of the Owner of which is required to effect any such modification or amendment, or change the obligation of the Issuer to budget annually Pledged Revenues for payment of the Certificates as provided herein, without the consent of the Owners of all of the Certificates then outstanding, or shall change or modify any of the rights or obligations of either the Paying Agent without its written assent thereto. For purposes of this Section, Certificates shall be deemed to be affected by a modification or amendment of the Certificate Resolution if the same adversely affects or diminishes the rights of the Owners of said Certificates.
ARTICLE VIII
PARITY CERTIFICATES
SECTION 8.1. Issuance of Parity Certificates. All of the Certificates shall enjoy complete parity of lien on the Pledged Revenues despite the fact that any of the Certificates may be delivered at an earlier date than any other of the Certificates. The Issuer may issue other Certificates or obligations payable from or enjoying a lien on the Pledged Revenues on a parity with the Certificates.
ARTICLE IX
REMEDIES ON DEFAULT
SECTION 9.1. Events of Default. If one or more of the following events (in this Certificate Resolution called “Events of Default”) shall happen, that is to say,
(a) if default shall be made in the due and punctual payment of the principal of any Certificate when and as the same shall become due and payable, whether at maturity or otherwise; or
(b) if default shall be made in the due and punctual payment of any installment of interest on any Certificate when and as such interest installment shall become due and payable; or
(c) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in the Certificate Resolution, any supplemental resolution or in the Certificates contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by the Insurer or the Owners of not less than 25% of the Certificate Obligation (as defined in the Certificate Resolution); or
(d) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law;
then, upon the happening and continuance of any Event of Default the Owners of the Certificates shall be entitled to exercise all rights and powers for which provision is made under Louisiana law. Under no circumstances may the principal or interest of any of the Certificates be accelerated. All remedies shall be cumulative with respect to the Paying Agent and the Owners; if any remedial action is discontinued or abandoned, the Paying Agent and the Owners shall be restored to the former positions.
ARTICLE X
CONCERNING FIDUCIARIES
SECTION 10.1. Paying Agent; Appointment and Acceptance of Duties. The Issuer will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Certificate Resolution. The designation of Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by the Certificate Resolution by executing and delivering an acceptance of its rights, duties and obligations as Paying Agent set forth herein in form and substance satisfactory to the Issuer.
SECTION 10.2. Successor Paying Agent. Any successor Paying Agent shall be a trust company or bank in good standing, located in or incorporated under the laws of the State, and duly authorized to exercise trust powers and subject to examination by federal or state authority. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent. Every successor Paying Agent appointed pursuant to this Section shall be a trust company or bank in good standing located in or incorporated under the laws of the State, and duly authorized to exercise trust powers and subject to examination by federal or state authority.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Evidence of Signatures of Certificateholders and Ownership of Certificates. (a) Any request, consent, revocation of consent or other instrument which the Certificate Resolution may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument appointing any such attorney, or (ii) the ownership by any person of the Certificates shall be sufficient for any purpose of the Certificate Resolution (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:
1. The fact and date of execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.
2. The ownership of Certificates and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent.
(b) Any request or consent by the Owner of any Certificate shall bind all future Owners of such Certificate in respect of anything done or suffered to be done by the Issuer or the Paying Agent in accordance therewith.
SECTION 11.2. Moneys Held for Particular Certificates. The amounts held by the Paying Agent for the payment due on any date with respect to particular Certificates shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners of the Certificates entitled thereto.
SECTION 11.3. Parties Interested Herein. Nothing in the Certificate Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the Issuer, the Paying Agent and Owners of the Certificates any right, remedy or claim under or by reason of the Certificate Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Certificate Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent and Owners of the Certificates.
SECTION 11.4. No Recourse on the Certificates. No recourse shall be had for payment of the principal of or interest on the Certificates or for any claim based thereon or on this Certificate Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Certificates.
SECTION 11.5. Successors and Assigns. Whenever in this Certificate Resolution the Issuer is named or referred to, it shall be deemed to include its successors, and assigns and all the covenants and agreements in this Certificate Resolution contained by or on behalf of the Issuer shall bind and enure to the benefit of its successors, and assigns whether so expressed or not.
SECTION 11.6. Subrogation. In the event the Certificates herein authorized to be issued, or any of them, should ever be held invalid by any court of competent jurisdiction, the Owner or Owners thereof shall be subrogated to all the rights and remedies against the Issuer had and possessed by the Owner or Owners of the Lease.
SECTION 11.7. Severability. In case any one or more of the provisions of the Certificate Resolution or of the Certificates issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of the Certificate Resolution or of the Certificates, but the Certificate Resolution and the Certificates shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of the Certificate Resolution, which validates or makes legal any provision of the Certificate Resolution or the Certificates which would not otherwise be valid or legal shall be deemed to apply to this Certificate Resolution and to the Certificates.
SECTION 11.8. Publication of Certificate Resolution; Peremption. This Certificate Resolution shall be published one time in the official journal of the Governing Authority; however, it shall not be necessary to publish any exhibits hereto if the same are available for public inspection and such fact is stated in the publication. For thirty days after the date of publication, any person in interest may contest the legality of this Certificate Resolution, any provision of the Certificates, the provisions therein made for the security and payment of the Certificates and the validity of all other provisions and proceedings relating to the authorization and issuance of the Certificates. After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of this Certificate Resolution, any provisions of the Certificates to be issued pursuant hereto, the provisions for the security and payment of the Certificates and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever. Thereafter, it shall be conclusively presumed that the Certificates are legal and that every legal requirement for the issuance of the Certificates has been complied with. No court shall have authority to inquire into any of these matters after the said thirty days.
SECTION 11.9. Execution of Documents. In connection with issuance and sale of the Certificates, the Executive Officers are each authorized, empowered and directed to execute on behalf of the Issuer such documents, certificates and instruments as they may deem necessary, upon the advice of Bond Counsel, to effect the transactions contemplated by this Certificate Resolution, the signatures of the Executive Officers on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder.
SECTION 11.10. Recordation. A certified copy of this Certificate Resolution shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of Calcasieu, State of Louisiana.
ARTICLE XII
SALE OF CERTIFICATES
SECTION 12.1. Sale of Certificates. The award and sale of the Certificates to the Underwriter at a price of $2,015,547.45 (representing principal of $2,000,000, plus a reoffering premium of $38,203.95, plus accrued interest in the amount of $1,343.50, less $24,000.00 Underwriters’s Discount), and under the terms and conditions set forth in the Certificate Purchase Agreement attached hereto as Exhibit B, is hereby ratified and confirmed. After their execution and authentication by the Paying Agent, the Certificates shall be delivered to the Underwriter or its agent or assign, upon receipt by the Issuer of the agreed purchase price. The Executive Officers are hereby authorized, empowered and directed, on behalf of the Issuer, to deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by them necessary or advisable to implement the Certificate Resolution or to facilitate the sale of the Certificates.
SECTION 12.2. Official Statement. The Issuer hereby approves the form and content of the Official Statement pertaining to the Certificates, as submitted to the Issuer, and hereby ratifies its prior use in connection with the sale of the Certificates. The Issuer further authorizes and directs execution thereof by the Executive Officers and delivery of such final Official Statement to the Underwriter for use in connection with the public offering of the Certificates.
SECTION 12.3. Executive Officers Determine Certificate Terms. The Executive Officers are hereby designated as representatives of the Issuer and are authorized to accept and execute on behalf of the Issuer an offer of the Underwriters for purchase of the Certificates as expressly set forth in the Certificate Purchase Agreement, provided (i) a policy of municipal bond insurance is obtained for the Certificates, and (ii) the offer of purchase by the Underwriters is received by the Executive Officers by not later than September 16, 2003, and such offer sets an average interest rate of more than 3.5% per annum, and a sales price of the Certificates at not less than 98.8% of the par value thereof (exclusive of bond insurance premium), plus accrued interest to the date of delivery of the Certificates. The Executive Officers may, in their discretion, establish on behalf of the Issuer the par value of the Certificates, the interest rates payable thereon 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 Certificates 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 Certificates, this Certificate Resolution, 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 Certificates. 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
CANCELLATION OF LEASE
SECTION 13.1. Cancellation of Lease. Subject only to delivery of the Certificates, the Lease is hereby irrevocably cancelled effective as of the delivery date of the Certificates, at a price of 100% of the principal amount thereof and accrued interest to the date of payment therefor.
SECTION 13.2. Notice of Cancellation. Notice of cancellation 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 of closing and issuance of the Certificates, addressed to the Lessor and each of its assignees at the address as provided by the Lessor.
ARTICLE XIV
CONTINUING DISCLOSURE UNDERTAKING
SECTION 14.1. 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 G of the official statement issued in connection with the issuance and sale of the Certificates) pursuant to S.E.C. Rule 15c2-12(b)(5).
ADOPTED AND APPROVED on this 16th day of September 2003.
/s/ Gregory P. Robert
GREGORY P. ROBERT, President
/s/ Jude W. Theriot
JUDE W. THERIOT, Secretary
(Other business not pertinent to the present excerpt may be found of record in the official minute book.)
Upon motion duly made and unanimously carried, the meeting was adjourned.
/s/ Gregory P. Robert
GREGORY P. ROBERT, President
/s/ Jude W. Theriot
JUDE W. THERIOT, Secretary
STATE OF LOUISIANA
PARISH OF CALCASIEU
I, JUDE W. THERIOT, certify that I am the duly qualified and acting Superintendent of Public Schools for the Parish of Calcasieu, Louisiana, and as such, Ex-Officio Secretary of the Calcasieu Parish School Board.
I further certify that the foregoing is a true and correct copy of an excerpt from the minutes of a public meeting of the Calcasieu Parish School Board, held on September 16, 2003, and of a resolution adopted at said meeting, as said minutes and resolution appear officially of record in my possession.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Calcasieu Parish School Board on this, the 16th day of September 2003.
_________________________________
JUDE W. THERIOT, Secretary
Exhibit A
to Certificate Resolution
REFUNDED LEASE
Master Lease Agreement
by and Between
Educational Building Systems, Inc.
a Florida corporation (“Lessor”)
and
Calcasieu Parish School Board
(“Lessee)
Dated September 10, 1998
together with all amendments
and modification thereto
having a final maturity of July 1, 2010
Exhibit B
to Bond Resolution
CERTIFICATE PURCHASE AGREEMENT
$2,000,000
CALCASIEU PARISH SCHOOL BOARD
EQUIPMENT LEASE REFUNDING CERTIFICATES OF INDEBTEDNESS
SERIES 2003
September 16, 2003
Calcasieu Parish School Board
1724 Kirkman Street
Lake Charles, Louisiana 70601
Gentlemen:
The undersigned, Stephens Inc., Baton Rouge, Louisiana (the “Underwriter”), offers to enter into this agreement with the Calcasieu Parish School Board (the “Issuer”), which, upon your acceptance of this offer, will be binding upon you and upon us.
This offer is made subject to your acceptance of this agreement on or before 6:00 p.m., Lake Charles, Louisiana Time on this date.
1. Purchase Price. Upon the terms and conditions and upon the basis of the respective representations, warranties and covenants set forth herein, the Purchaser hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell to the Purchaser, all (but not less than all) of the above-captioned Equipment Lease Refunding Certificates of Indebtedness, Series 2003, of the Issuer (the “Certificates”). The purchase price of the Certificates is set forth in Schedule I hereto. Such purchase price shall be paid at the Closing (hereinafter defined) in accordance with paragraph 6 hereof. The Certificates are to be issued by the Issuer and are to be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the period during which the Certificates remain outstanding, above statutory, necessary and usual charges, in accordance with Sections 2922 and 2923, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter, all as provided in the Certificate Resolution adopted by the Issuer on September 16, 2003 (the “Certificate Resolution”). The Certificates are issued pursuant to Chapter 14-A of Title 39, and Sections 2922 and 2923, et seq. of Title 33, of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (collectively, the “Act”). The Certificates shall mature on the dates and shall bear interest at the fixed rates, all as described in Schedule II attached hereto. The proceeds of the Certificates, together with additional funds of the Issuer, will be used to pay on October 23, 2003, the outstanding principal of and interest on the Issuer’s outstanding Master Lease Agreement dated September 10, 1998, together with any and all amendments or modifications thereto, as described in Exhibit A to the Certificate Resolution (the “Lease”).
Concurrently with delivery of the Certificates, MBIA Insurance Corporation, Armonk, New York (the “Insurer”) will deliver its policy of insurance insuring payment of principal of and interest on the Certificates pursuant to the terms and conditions of such policy (the “Insurance Policy”).
2. General Offering. The Underwriter intends to make an initial bona fide public offering of all of the Certificates at not in excess of the public offering prices set forth on Schedule II attached hereto, and may subsequently change such offering price without any requirement of prior notice. The Underwriter may offer and sell Certificates to certain dealers (including dealers depositing Certificates into investment trusts) and others at prices lower than such public offering prices. Not less than seven business days prior to the Closing, the Underwriter agrees to furnish to Joseph A. Delafield, A Professional Corporation, Bond Counsel, a certificate acceptable to Bond Counsel (i) specifying the reoffering prices at which a substantial amount of the Certificates was sold to the public (excluding bond houses, brokers and other intermediaries) and (ii) certifying the accuracy of such reoffering prices (if lower than those set out in Schedule II). The Underwriter acknowledges that Bond Counsel will rely on such representations in making a determination that the Certificates are not “arbitrage bonds” within the meaning of the Internal Revenue Code of 1986, as amended.
3. Representative. The Underwriter is duly authorized to execute this Certificate Purchase Agreement on behalf of itself and others to whom the Certificates may be sold.
4. Official Statement. The Issuer shall deliver to the Underwriter at least one (l) copy of the Official Statement dated the date hereof relating to the Certificates, executed on behalf of the Issuer by the duly authorized officers of the Governing Authority. The Issuer agrees to amend or supplement the Official Statement on or prior to the Closing whenever requested by the Underwriter when, in the reasonable judgment of the Underwriter and/or Bond Counsel to the Issuer, such amendment or supplementation is required.
You hereby ratify and approve the lawful use of the Preliminary Official Statement, dated September 16, 2003, relating to the Certificates (the “Preliminary Official Statement”) by the Underwriter prior to the date hereof, and authorize and approve the Official Statement and other pertinent documents referred to in Section 7 hereof to be lawfully used in connection with the offering and sale of the Certificates. The Issuer has previously provided the Underwriter with a copy of its Preliminary Official Statement dated September 16, 2003. As of its date, the Preliminary Official Statement has been deemed final by the Issuer for purposes of SEC Rule 15c2-12(b)(1). The Issuer agrees to provide to the Underwriter within seven business days of the date hereof sufficient copies of the Official Statement to enable the Underwriter to comply with the requirements of Rule 15c2-12(b)(4) under the Securities Exchange Act of 1934, as amended.
5. Representations of the Issuer.
(a) The Issuer has duly authorized all necessary action to be taken by it for:
(i) the sale of the Certificates upon the terms set forth herein and in the Preliminary Official Statement and Official Statement;
(ii) the approval of the Preliminary Official Statement and Official Statement and the signing of the Preliminary Official Statement and Official Statement by a duly authorized officer; and
(iii) the execution, delivery and receipt of this Bond Purchase Agreement, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Certificates, the Preliminary Official Statement, Official Statement, and the Certificate Resolution;
(b) The information contained in the Preliminary Official Statement and Official Statement is and, as of the date of Closing, will be correct in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Preliminary Official Statement and Official Statement, in light of the circumstances under which they were made, not misleading; provided that no representation is made by the Issuer concerning information about the Insurer or the Insurance Policy;
(c) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Preliminary Official Statement and Official Statement or the validity or due adoption of the Certificate Resolution or the validity, due authorization and execution of the Certificates, this Certificate Purchase Agreement, or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Preliminary Official Statement and Official Statement;
(d) The authorization, execution and delivery by the Issuer of the Preliminary Official Statement and Official Statement, this Bond Purchase Agreement, and the other documents contemplated hereby and by the Preliminary Official Statement and Official Statement, and compliance by the Issuer with the provisions of such instruments, do not and will not conflict with or constitute on the part of the Issuer a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree or order by which the Issuer or its properties are or, on the date of Closing will be bound;
(e) All consents of and notices to or filings with governmental authorities necessary for the consummation by the Issuer of the transactions described in the Preliminary Official Statement and Official Statement, the Certificate Resolution, and this Certificate Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made have been obtained or made or will be obtained or made prior to delivery of the Certificates;
(f) The Issuer agrees to cooperate with the Underwriter and its counsel in any endeavor to qualify the Certificates for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request provided however that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or file any general consents to service of process under the laws of any state. The Issuer consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation or warranty made by the Issuer.
6. Delivery of, and Payment for, the Certificates. At 10:00 a.m., Lake Charles, Louisiana Time, on or about October 23, 2003, or at such other time or date as shall have been mutually agreed upon by the Issuer and the Underwriter, the Issuer will deliver, or cause to be delivered, to the Underwriter, the Certificates, in definitive form duly executed and authenticated by Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as Paying Agent (the “Paying Agent”), together with the other documents hereinafter mentioned and the other moneys required by the Certificate Resolution to be provided by the Issuer to refund the Lease and, subject to the conditions contained herein, the Underwriter will accept such delivery and pay the purchase price of the Certificates in Federal Funds at the office of the Paying Agent, for the account of the Issuer.
Delivery of the Certificates as aforesaid shall be made at the offices of Joseph A. Delafield, A Professional Corporation, Bond Counsel to the Issuer, in Lake Charles, Louisiana, or such other place as may be agreed upon by the Underwriter and the Issuer. Such payment and delivery is herein called the “Closing.” The Certificates will be delivered initially as fully registered Certificates, one Certificate representing each maturity of the Certificates, and registered in such names as the Underwriter may request not less than three business days prior to the Closing or if no such instructions are received by the Paying Agent, in the name of the Representative.
7. Certain Conditions To Underwriter’s Obligations. The obligations of the Underwriter hereunder shall be subject to the performance by the Issuer of its obligation to be performed hereunder, and to the following conditions:
(a) At the time of Closing, (i) the Certificate Resolution shall have been adopted and shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to by the Underwriter, (ii) the Certificates shall have been approved by resolution of the State Bond Commission, (iii) the proceeds of the sale of the Certificates shall be applied as described in the Official Statement and the Certificate Resolution, and (iv) there shall have been duly adopted and there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby; and
(b) At or prior to the Closing the Underwriter shall have received each of the following:
(A) the approving opinion of Bond Counsel, dated the date of the Closing, relating to, among other things, the validity of the Certificates and the exclusion of the interest on the Certificates from gross income for federal income tax purposes under the law existing on the date of the Closing, in form satisfactory to the Underwriter;
(B) a supplemental opinion of Bond Counsel, dated the date of the Closing, addressed to the Issuer and the Underwriter in form satisfactory to the Underwriter;
(C) certificates of the Issuer dated the date of the Closing, executed by authorized officers in form satisfactory to the Underwriter;
(D) the Official Statement executed on behalf of the Issuer by the duly authorized officers thereof;
(E) a specimen of the Certificates;
(F) certified copies of the Certificate Resolution and all other resolutions of the Issuer and the State Bond Commission relating to the issuance and/or sale of the Certificates, as applicable;
(G) a certificate of a duly authorized officer of the Issuer, satisfactory to the Underwriter, dated the date of Closing, stating that such officer is charged, either alone or with others, with the responsibility for issuing the Certificates; setting forth, in the manner required by Bond Counsel, the reasonable expectations of the Issuer as of such date as to the use of proceeds of the Certificates and of any other funds of the Issuer expected to be used to pay principal or interest on the Certificates and the facts and estimates on which such expectations are based; and stating that, to the best of the knowledge and belief of the certifying officer, the Issuer’s expectations are reasonable;
(H) evidence, satisfactory in form and substance to the Underwriter, that the Insurance Policy has been duly authorized, created and delivered by the Insurer and is in full force and effect;
(I) a certificate of the Paying Agent, as to (a) its corporate capacity to act as such, (b) the incumbency and signatures of authorized officers, and (c) its due registration of the Certificates delivered at the Closing by an authorized officer;
(J) other certificates of the Issuer listed on a Closing Memorandum, including any certificates or representations required in order for Bond Counsel to deliver the opinions referred to in Paragraphs 7(b)(A) and (B) of this Certificate Purchase Agreement and such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel may reasonably request to evidence compliance by the Issuer with applicable legal requirements, the truth and accuracy, as of the time of Closing, of their respective representations contained herein, and the due performance or satisfaction by them at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each.
All such opinions, certificates, letters, agreements and documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Underwriter. The Issuer will furnish the Underwriter with such conformed copies or photocopies of such opinions, certificates, letters, agreements and documents relating to the Certificates as the Underwriter may reasonably request.
8. Conditions to Obligation of the Issuer. The obligation of the Issuer hereunder to deliver the Certificates shall be subject to the execution and delivery by the Insurer and the acceptance by the Issuer or the Paying Agent of the Insurance Policy and receipt of the opinion of Bond Counsel described in Sections 7(b)(A) and 7(b)(B) hereof.
9. Termination. The Underwriter shall have the right to cancel their obligation to purchase the Certificates if (i) between the date hereof and the Closing, legislation shall be enacted or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or the United States Tax Court shall be rendered, or a ruling, regulation or statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed to be made with respect to the federal taxation upon interest on obligations of the general character of the Certificates, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of adversely changing the federal income tax consequences of any of the transactions contemplated in connection herewith, and, in the opinion of the Underwriter, materially adversely affects the market price of the Certificates, or the market price generally of obligations of the general character of the Certificates, or (ii) there shall exist any event which in the Underwriter’s judgment either (a) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (b) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect, or (iii) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis including financial crisis, or a default with respect to the debt obligations of, or the institution of proceedings under federal or state bankruptcy laws by or against the Issuer, the effect of which on the financial markets of the United States being such as, in the reasonable judgment of the Underwriter, would make it impracticable for the Underwriter to market the Certificates or to enforce contracts for the sale of the Certificates, or (iv) there shall be in force a general suspension of trading on the New York Stock Exchange, or (v) a general banking moratorium shall have been declared by either federal, Louisiana or New York authorities, or (vi) there shall have occurred since the date of this Certificate Purchase Agreement any material adverse change in the affairs of the Issuer, except for changes which the Official Statement discloses have occurred or may occur, or (vii) legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Certificates to be registered under the Securities Act of 1933, as amended, or the Certificate Resolution, or any other document executed in connection with the transactions contemplated hereof to be qualified under the Trust Indenture Act of 1939, as amended, or (viii) a stop order, ruling, regulation or official statement by or on behalf of the Securities and Exchange Commission shall be issued or made to the effect that the issuance, offering or sale of the Certificates, or of obligation of the general character of the Certificates as contemplated hereby, or the offering of any other obligation which may be represented by the Certificates is in violation of any provision of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the Trust Indenture Act of 1939, as amended, or (ix) any state blue sky or securities commission shall have withheld registration, exemption or clearance of the offering, and in the reasonable judgment of the Underwriter the market for the Certificates is materially affected thereby.
If the Issuer shall be unable to satisfy any of the conditions to the obligations of the Underwriter contained in this Certificate Purchase Agreement and such condition is not waived by the Underwriter, or if the obligation of the Underwriter to purchase and accept delivery of the Certificates shall be terminated or cancelled for any reason permitted by this Certificate Purchase Agreement, this Certificate Purchase Agreement shall terminate and neither the Underwriter nor the Issuer shall be under further obligation hereunder; except that the respective obligation to pay expenses, as provided in Section 12 hereof, shall continue in full force and effect.
10. Additional Covenants. The Issuer covenants and agrees with the Underwriter as follows:
(a) The Issuer shall furnish or cause to be furnished to the Underwriter with a reasonable number of final Official Statements, not to exceed one hundred (100) f.o.b. Lake Charles, Louisiana. Such final Official Statements may be obtained without cost to the Underwriter from the Issuer. Additional copies of the final Official Statement may be obtained up to three months following the Closing by a request and payment of costs for reproduction;
(b) Before revising, amending or supplementing the Official Statement, the Issuer shall furnish a copy of the revised Official Statement or such amendment or supplement to the Underwriter. If in the opinion of the Issuer, its Bond Counsel and the Underwriter a supplement or amendment to the Official Statement is required, the Issuer will supplement or amend the Official Statement in a form and in a manner approved by the Underwriter and Bond Counsel.
11. Survival of Representations. All representations and agreements of the Issuer and the Underwriter hereunder shall remain operative and in full force and effect, and shall survive the delivery of the Certificates and any termination of this Bond Purchase Agreement by the Underwriter pursuant to the terms hereof.
12. Payment of Expenses. If the Certificates are sold to the Underwriter by the Issuer, the Issuer shall pay, from the proceeds of the Certificates, any reasonable expenses incident to the performance of its obligations hereunder, including but not limited to: (i) the cost of the preparation, printing and distribution of the Preliminary Official Statement and the Official Statement; (ii) the cost of the preparation of the printed Certificates; (iii) the insurance premium; (iv) any rating agency fees; and (v) the fees and expenses of Bond Counsel, the Paying Agent and any and all experts or consultants retained by the Issuer.
The Underwriter shall pay (a) any advertising expenses in connection with the public offering of the Certificates; and (b) all other expenses incurred by the Underwriter (including the cost of any Federal Funds necessary to pay the purchase price of the Certificates) in connection with their public offering.
13. Notices. Any notice or other communication to be given to the Issuer under this Certificate Purchase Agreement may be given by delivering the same in writing at the address of the Issuer set forth above, and any notice or other communication to be given to the Underwriter under this Certificate Purchase Agreement may be given by delivering the same in writing to Stephens Inc., 339 Florida Blvd., Suite 200, Baton Rouge, LA 70801.
14. Parties. This Bond Purchase Agreement is made solely for the benefit of the Issuer and the Underwriter (including the successors or assigns of the either) and no other person shall acquire or have any right hereunder or by virtue hereof.
15. Governing Law. This Certificate Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.
16. General. This Certificate Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which will constitute one and the same instrument. The section headings of this Certificate Purchase Agreement are for convenience of reference only and shall not affect its interpretation. This Certificate Purchase Agreement shall become effective upon your acceptance hereof.
Very truly yours,
By: _______________________________
Title:
Accepted and agreed to as of the date first above written.
CALCASIEU PARISH SCHOOL BOARD
CALCASIEU PARISH, LOUISIANA
ATTEST:
_________________________ BY:________________________________
JUDE W. THERIOT, Secretary GREGORY P. ROBERT, President
Calcasieu Parish School Board Calcasieu Parish School Board
[S E A L]
SCHEDULE I
To Bond Purchase Agreement
PURCHASE PRICE
Par Amount of Certificates: $2,000,000.00
Plus: Reoffering Premium (Discount) 38,203.95
Less: Underwriter’s Discount (1.20%) 24,000.00
BID $2,014,203.95
Plus accrued interest to delivery date 1,343.50
PURCHASE PRICE $2,015,547.45
SCHEDULE II
To Bond Purchase Agreement
REOFFERING PRICES
YEAR AMOUNT RATE PRICE YIELD
2004 280,000 3.00% 101.299 1.10%
2005 270,000 3.00% 102.826 1.30%
2006 275,000 3.00% 103.401 1.70%
2007 285,000 3.00% 103.176 2.10%
2008 290,000 3.00% 102.197 2.50%
2009 295,000 3.00% 101.042 2.80%
2010 305,000 3.00% 99.698 3.20%
Exhibit C
to Certificate Resolution
REGISTERED REGISTERED
UNITED STATES OF AMERICA
STATE OF LOUISIANA
CALCASIEU PARISH SCHOOL BOARD
EQUIPMENT LEASE REFUNDING
CERTIFICATE OF INDEBTEDNESS
SERIES 2003
No. $
INTEREST RATE MATURITY DATE DATED DATE
% October 15, 2003
Registered Owner: Principal Sum: Dollars
The CALCASIEU PARISH SCHOOL BOARD (the “Issuer”), acknowledges itself indebted to, and for value received hereby promises to pay to the Registered Owner stated hereon 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 January 1 and July 1 of each year, commencing July 1, 2004, 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, 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 of the month next preceding said interest payment date) at the address, as shown on the books of the Paying Agent/Registrar.
The Certificates shall not be callable for redemption prior to their stated maturities.
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 Certificate 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 October 15, 2003.
Attest: CALCASIEU PARISH SCHOOL BOARD
Jude W. Theriot, Secretary
Gregory P. Robert, President
PAYING AGENT/REGISTRAR'S
CERTIFICATE OF AUTHENTICATION
This Certificate is one of the Certificates delivered
pursuant to the within mentioned Certificate Resolution.
Argent Trust, a Division of
National Independent Trust Company, Ruston,
Louisiana, as Paying Agent/Registrar
By:
Authorized Officer
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) DOLLARS; said Certificates to mature annually, issued pursuant to a Certificate Resolution adopted on September 16, 2003, by the Calcasieu Parish School Board, under the provisions of Chapter 14-A of Title 39, and Sections 2922 and 2923, et seq., of Title 33 of the Louisiana Revised Statues of 1950, as amended, for the purpose of currently refunding the Issuer’s outstanding Master Lease Agreement dated September 10, 1998, together with any and all amendments or modifications thereto (the “Lease”).
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, 2003, and ending June 30, 2004, 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 service payments on the outstanding Lease. 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 September 16, 2003.
Certificates of this issue shall not be callable for redemption prior to their stated maturities.
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 Bond 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.
ASSIGNMENT
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 upon the fact of the within Certificate in every particular, without alteration or enlargement or any change whatever.
Legal Opinion
We have acted as bond counsel in connection with issuance by the Calcasieu Parish School Board (the “Issuer”) of $2,000,000 Equipment Lease Refunding Certificates of Indebtedness, Series 2003, dated October 15, 2003 (the “Certificates”). All capitalized terms herein, unless otherwise defined, shall have the respective meanings assigned thereto in the Certificate Resolution (herein defined).
The Certificates are issued for the purpose of refunding a portion of the Issuer’s outstanding Master Lease Agreement dated September 10, 1998, together with any and all amendments or modifications thereto, maturing July 1, 2004 to July 1, 2010, inclusive (the “Lease”), pursuant to the provisions of (i) Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 and Chapter 14-A of Title 39 (La. R.S. 39:1444-1455), and Sections 2922 and 2923, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended (collectively, the “Act”), and (ii) a resolution adopted by the Calcasieu Parish School Board on September 16, 2003 (the “Certificate Resolution”).
We have examined (i) the Constitution and statutes of the State of Louisiana (“State”), including the Act; (ii) the Certificate Resolution; (iii) a certified transcript of proceedings in connection with issuance of the Certificates; (iv) executed and authenticated Certificate No. R-001; and (v) such other documents, instruments, papers and matters of law as we have considered necessary or appropriate for the purposes of this opinion.
We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the preliminary or final Official Statement or other offering material relating to the Certificates (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only matters set forth as our opinion in the Official Statement).
As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the Certificate Resolution and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation.
On the basis of the foregoing examinations, we are of the opinion, as of the date hereof and under existing law, as follows:
1. The Certificates constitute valid and binding general obligations of the Issuer, and the full faith and credit of the Issuer has been pledged to the payment of the Certificates. The Certificates are secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the seven (7) year period during which the Certificates remain outstanding, above statutory, necessary and ususal charges, all in accordance with the provisions of Sections 2922 and 2923, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter.
2. The Certificate Resolution has been duly authorized and adopted by the governing authority of the Issuer and constitutes the valid and legally binding agreement of the Issuer entered into for protection of the security and rights of the owners of the Certificates.
3. Interest on the Certificates is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. It should be noted, however, that such interest is taken into account in determining “adjusted net book income” for the purpose of computing the alternative minimum tax imposed on corporations. This opinion is subject in all respects to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to issuance of the Certificates in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. Failure to comply with certain of such requirements may cause inclusion of interest on the Certificates in gross income for federal income tax purposes to be retroactive to the date of issuance of the Certificates. The Issuer has covenanted that it shall not take or permit to be taken any action, which would result in interest on the Certificates not being excludable from gross income for federal income tax purposes. We express no opinion regarding tax consequences arising with respect to the Certificates other than as expressly set forth herein.
4. Interest on the Certificates is exempt from Louisiana income taxes under existing laws.
5. The Certificates are exempt from registration under the Securities Act of 1933 and the Louisiana Blue Sky Laws, and the Certificate Resolution is exempt from qualification under the Trust Indenture Act of 1939.
It is to be understood that rights of the owners of the Certificates and enforceability of the Certificates and the Certificate Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights, and laws affecting remedies for enforcement of rights and security provided for therein heretofore or hereafter enacted, to the extent constitutionally applicable, including the remedies of specific performance and executory process, and that their enforcement may also be subject to the exercise of the sovereign police powers of the State or its governmental bodies and the exercise of judicial discretion in appropriate cases.
Respectfully submitted,
JOSEPH A. DELAFIELD,
A PROFESSIONAL CORPORATION
LEGAL OPINION CERTIFICATE
I, the undersigned Secretary of the Calcasieu Parish School Board, do hereby certify that the above and foregoing is a true copy of the complete legal opinion of Joseph A. Delafield, A Professional Corporation, Lake Charles, Louisiana, Bond Counsel, the original of which was manually executed, dated and issued as of the date of payment for and delivery of the Certificates of the issue described therein and was delivered to the Original Purchasers thereof. I further certify that an executed copy of the above-referenced legal opinion is on file in my office and that an executed copy thereof has been furnished to the Paying Agent/Registrar for this Certificate.
Jude W. Theriot, Secretary
Exhibit D
to Certificate Resolution
NOTICE OF PAYMENT AND CANCELLATION OF LEASE
MASTER LEASE AGREEMENT
DATED SEPTEMBER 10, 1998
(together with any and all amendments or modifications thereto)
By and Between
EDUCATIONAL BUILDING SYSTEMS, INC. (“Lessor”)
and
CALCASIEU PARISH SCHOOL BOARD (“Lessee”)
NOTICE IS HEREBY GIVEN pursuant to a resolution adopted September 16, 2003, by the Calcasieu Parish School Board (the “Issuer”), the Issuer authorized issuance of $2,000,000 of its Equipment Lease Refunding Certificates of Indebtedness, Series 2003, dated October 15, 2003 (the “Certificates”), the proceeds of which shall provide sufficient moneys to pay on October 23, 2003, all outstanding principal of and interest on the Issuer’s Master Lease Agreement dated September 10, 1998, together with any and all amendments or modifications thereto, maturing July 1, 2004 to July 1, 2010, inclusive (the “Lease”), as hereinafter set forth.
In accordance with the provisions of Chapter 14-A of Title 39, and Sections 2922 and 2923, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and conditioned upon issuance and delivery of the Certificates, the Lease is to be paid in full and cancelled on October 23, 2003, and interest will cease to accrue thereon.
NOTICE IS HEREBY FURTHER GIVEN that the Lease is hereby called for redemption, payment and cancellation, as follows:
The outstanding Master Lease Agreement dated September 10, 1998, together with any and all amendments and modifications thereto, maturing July 1, 2004 to July 1, 2010, inclusive, SAID LEASE TO BE PAID IN FULL AND CANCELLED ON OCTOBER 23, 2003, at 100% of the principal amount thereof and accrued interest to the date of payment, at the principal office of Academic Capital Services, Inc., 40 N. Wells, Suite 400, Chicago, Illinois 60606-3410, the Servicer therefor.
Said Lease which is to be paid and cancelled pursuant to the terms of this notice shall be paid in full at the place specified above, on the date specified above, after which date no further interest or other monetary or legal obligation shall accrue or be paid on said outstanding Lease.
All interested parties to the Lease are hereby notified of such payment and cancellation on the date and at the place specified above. The Lease will be paid from funds available to the Issuer upon issuance of the Certificates.
Calcasieu Parish School Board
Calcasieu Parish, Louisiana
By:_____________________________
Karl Bruchhaus
Chief Financial Officer
Calcasieu Parish School Board
Date: September 16, 2003
Resolution Authorizing Advertisement for Sale of Bonds, School District
Number 33
Lake Charles, Louisiana
September 16, 2003
The Parish School Board of Calcasieu Parish, Louisiana, met in regular public session at 5:00 o’clock p.m. on Tuesday, September 16, 2003, at John J. Johnson II Elementary School, 500 Malcolm 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, Gregory P. Robert, called the meeting to order and on roll call, the following members were present:
Joe A. Andrepont, Dale B. Bernard, Billy Breaux, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J. L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Phillip Tarver, and R. W. Webb
ABSENT: None
The meeting was called to order and the roll called with the above result.
The following resolution was thereupon introduced, and pursuant to motion made by Mr. Falgout and seconded by Mr. Bernard, was adopted by the following vote:
YEAS: Mr. Andrepont, Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms. LaVergne, Mr. Pitre, Mr. Robert, Dr. Stephens, Mr. Tarver, and Mr. Webb
NAYS: None
RESOLUTION
A RESOLUTION AUTHORIZING ADVERTISEMENT FOR SALE OF $10,000,000 GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS OF SCHOOL DISTRICT NO. 33 OF CALCASIEU PARISH, LOUISIANA, 2004 SERIES.
BE IT RESOLVED by the Parish School Board of Calcasieu Parish, Louisiana, the governing authority of School District No. 33 of Calcasieu Parish, Louisiana as follows:
SECTION 1. $10,000,000 General Obligation Public School Improvement Bonds of School District No. 33 of Calcasieu Parish, Louisiana, 2004 Series (the “Bonds”), authorized by an election held in School District No. 33 on May 4, 2002, shall be sold as herein directed.
SECTION 2. Sealed bids shall be received for the purchase of the Bonds and the Bonds shall be opened in public session of the Calcasieu Parish School Board on October 28, 2003, at 5:00 o’clock p.m. Central Standard (Louisiana) Time, at the regular meeting place of the Calcasieu Parish School Board, 1732 Kirkman Street, Lake Charles, Louisiana.
SECTION 3. In accordance with Article 1426 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, notice of the sale of the Bonds shall be published one time at least seven clear calendar days before the date scheduled for the receipt of bids, in the Southwest Daily News, a newspaper published in Sulphur, Calcasieu Parish, Louisiana, and of general circulation in School District No. 33 of Calcasieu Parish, and at least once in the Daily Journal of Commerce, a financial journal or newspaper containing a section devoted to municipal bond news published in the City of New Orleans, Louisiana, which publication shall be made at least forty-eight (48) hours in advance of the date scheduled for the receipt of bids. The notice of sale to be published shall be substantially in the following form:
NOTICE OF BOND SALE
$10,000,000
GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS
OF SCHOOL DISTRICT NO. 33 OF
CALCASIEU PARISH, LOUISIANA
2004 SERIES
SEALED BIDS will be received by the Calcasieu Parish School Board, acting as the governing authority of School District No. 33 of Calcasieu Parish, Louisiana (the “Issuer”), at the Parish School Board Office at 1732 Kirkman Street, Lake Charles, Louisiana, until 5:00 o’clock p.m., Central Standard (Louisiana) Time, on Tuesday, the
28TH DAY OF OCTOBER 2003
for the purchase of the following issue or issues of Bonds of School District No. 33 of Calcasieu Parish, Louisiana (the “Bonds”), authorized at a special election held within the Issuer on Saturday, May 4, 2002:
$10,000,000 (being part of an authorized issue of $29,600,000) General Obligation Public School Improvement Bonds, 2004 Series, maturing January 15 in each year in the principal amount as set forth opposite such year in the following table:
YEAR AMOUNT YEAR AMOUNT
2005 300,000.00 2015 490,000.00
2006 320,000.00 2016 520,000.00
2007 335,000.00 2017 540,000.00
2008 350,000.00 2018 570,000.00
2009 365,000.00 2019 600,000.00
2010 385,000.00 2020 630,000.00
2011 405,000.00 2021 660,000.00
2012 430,000.00 2022 695,000.00
2013 445,000.00 2023 725,000.00
2014 470,000.00 2024 765,000.00
The Bonds will be in fully registered form, dated January 15, 2004, will initially be one bond for each maturity with transfers in multiples of $5,000, and will be payable from and secured by unlimited ad valorem taxation. All Bonds of the same maturity must bear interest from date thereof until paid at one basic rate of interest to be designated by the bidder not exceeding nine (9%) percent per annum on any Bond in any interest payment period, said interest to be payable semi-annually on January 15 and July 15, of each year, beginning January 15, 2005.
Those Bonds maturing in the years 2005 to 2009, inclusive, shall not be subject to redemption prior to maturity. Those Bonds, or portions thereof in multiples of $5,000, maturing in the years 2010 to 2024, inclusive, shall be subject to redemption prior to maturity, at the option of the Issuer, in such order as the Issuer may determine and by lot within any maturity, on any interest payment date on or after January 15, 2009, at par and accrued interest to the date fixed for redemption.
The Bonds will be payable at Argent Trust, a Division of National Independent Trust Company, in the city of Ruston, Louisiana.
A certified or cashier’s check in the amount of $200,000.00 drawn on an incorporated bank or trust company and payable to the order of School District No. 33 of Calcasieu Parish, Louisiana, must accompany each bid as a guarantee of good faith on the part of the bidder, to be forfeited as liquidated damages if such bid be accepted and the bidder fails to take up and pay for the Bonds. The check of the successful bidder will be retained uncashed by the Issuer and returned upon delivery of the Bonds and payment therefor. Checks of unsuccessful bidders will be promptly returned to each bidder’s representative or by certified mail.
All bids must be submitted on bid forms furnished by the Calcasieu Parish School Board without alteration or qualification. Bidders shall name one basic rate of interest for each Bond maturity not exceeding nine (9%) percent per annum on any Bond in any interest payment period to be expressed in a multiple of one-twentieth (1/20) or one-eighth (1/8) of one (1%) percent per annum. No bids for less than par and accrued interest from January 15, 2004 to the date of delivery of the Bonds or which specifies the cancellation of Bonds will be considered. Any premium bid must be paid in funds specified for the payment of the Bonds as part of the purchase price.
The Bonds will be awarded to the bidder offering to purchase the Bonds at such rate or rates of interest as will produce the lowest effective interest rate to the Issuer. The lowest effective interest rate will 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 Bonds and to the price bid, excluding the accrued interest from the date of the Bonds to the date of their delivery. If any bid for the Bonds shall be acceptable, a prompt award of the Bonds will be made. The right is expressly reserved to waive any irregularity in any bid or to reject any and all bids received.
The successful bidder shall make a bona fide public offering of the Bonds, and, as a condition to the Issuer’s obligation to deliver the Bonds, the successful bidder must furnish to the Issuer within forty-eight hours after being notified of the award of the Bonds, the initial public offering prices of the Bonds. Upon Delivery of the Bonds, the successful bidder will furnish a certificate acceptable to Bond Counsel to the Issuer (i) specifying the reoffering prices at which a substantial amount of the Bonds was sold to the public (excluding bond houses, brokers and other intermediaries) and (ii) certifying as to the accuracy of such reoffering prices. Bond Counsel advises that (i) such certificate must be made on the best knowledge, information and belief of the successful bidder, (ii) the sale to the public of 10% or more in par amount of the Bonds of each maturity at (or below) the initial reoffering prices would be sufficient to certify as to the sale of a substantial amount of the Bonds, and (iii) reliance on other facts as a basis for such certification would require evaluation by Bond Counsel to assure compliance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs of issuance of the Bonds resulting by reason of such insurance, unless otherwise paid, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued, shall not in any way relieve the purchaser of his contractual obligations arising from the acceptance of his proposal for the purchase of the Bonds.
It is anticipated that CUSIP identification numbers will be printed on the Bonds, but the failure to print such numbers shall not constitute cause for refusal by the successful bidder to accept delivery of and to pay for the Bonds. No CUSIP identification number shall be deemed to be part of the Bond or a part of the contract evidenced thereby, and no liability shall hereafter attach to the issuer or any officers or agents thereof because of or on account of such numbers. All expenses in relation to the printing of the CUSIP identification numbers on the Bonds shall be paid by the Issuer. However, the CUSIP Service Bureau charge for the assignment of such numbers shall be the responsibility of and shall be paid by the successful bidder.
A copy of the Issuer’s preliminary official statement may be obtained by contacting Joseph A. Delafield, A Professional Corporation, 3401 Ryan Street, Suite 307, P. O. Box 4272, Lake Charles, Louisiana 70605/70606, Bond Counsel. The Preliminary Official Statement is in a form “deemed final” by the Issuer for purposes of SEC Rule 15c2-12(b)(1) but is subject to revision, amendment, and completion in a final official statement.
Promptly after the sale date, but in no event later than seven (7) business days after such date, the Issuer will provide the successful bidder with a reasonable number of final Official Statements, not to exceed one hundred (100) f.o.b. Lake Charles, Louisiana. Such final Official Statements may be obtained without cost to the successful bidder from the Issuer as set forth herein. Additional copies of the final Official Statement may be obtained up to three months following the sale of the Bonds by a request and payment of costs for reproduction.
The approving legal opinion of Joseph A. Delafield, A Professional Corporation, of Lake Charles, Louisiana, and the transcript of record as passed upon, will be furnished to the successful bidder(s) without cost to it. The transcript will contain the usual closing proofs, including a certificate by the Issuer that up to the time of delivery, no litigation has been filed questioning the validity of the Bonds or the taxes necessary to pay the same.
For information relative to the Bonds not contained in the Notice of Bond Sale and the Official Statement, address The Honorable Jude W. Theriot, Superintendent of Schools of Calcasieu Parish, Louisiana and Ex-Officio Secretary of the Calcasieu Parish School Board, 1724 Kirkman Street, Lake Charles, Louisiana 70601; or Joseph A. Delafield, A Professional Corporation, Bond Counsel, 3401 Ryan Street, Suite 307, P.O. Box 4272, Lake Charles, Louisiana 70605/70606.
SECTION 4. The Calcasieu Parish School Board hereby adopts the Notice of Bond Sale contained in Section 3 hereof as the official Notice of Bond Sale, which shall be sent to persons who seek further information with respect to the Bonds and which will form part of the contract of sale of the Bonds.
SECTION 5. The Calcasieu Parish School Board hereby adopts the following as an official bid form which shall be used by prospective bidders for the Bonds described herein, and which shall be supplied to all persons seeking information with respect to the Bonds:
We offer to purchase TEN MILLION AND NO/100 ($10,000,000) DOLLARS General Obligation Public School Improvement Bonds of School District No. 33 of Calcasieu Parish, Louisiana, 2004 Series, in the initial denominations of one Bond for each maturity, with transfers in multiples of $5,000.00, bearing interest payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2005, maturing serially, WITH OPTION OF PRIOR PAYMENT, all in accordance with the Notice of Bond 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 PRINCIPAL INTEREST MATURITY PRINCIPAL INTEREST
DATE AMOUNT RATE PER DATE AMOUNT RATE PER
(Jan. 15) ANNUM (Jan. 15) ANNUM
2005 300,000.00 _____% 2015 490,000.00 _____%
2006 320,000.00 _____% 2016 520,000.00 _____%
2007 335,000.00 _____% 2017 540,000.00 _____%
2008 350,000.00 _____% 2018 570,000.00 _____%
2009 365,000.00 _____% 2019 600,000.00 _____%
2010 385,000.00 _____% 2020 630,000.00 _____%
2011 405,000.00 _____% 2021 660,000.00 _____%
2012 430,000.00 _____% 2022 695,000.00 _____%
2013 445,000.00 _____% 2023 725,000.00 _____%
2014 470,000.00 _____% 2024 765,000.00 _____%
We will pay the principal sum of TEN MILLION AND NO/100 ($10,000,000) DOLLARS, together with accrued interest from the date of the Bonds to the date of delivery, plus a premium in the amount of $ .
For your information, we calculate the lowest effective interest rate to School District No. 33 to be %, 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 Bonds and to the price bid, excluding the accrued interest from the date of the Bonds to the date of their delivery.
Bonds bid for herein will be delivered and shall be paid for on or about January 15, 2004 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 School District No. 33 will furnish to us, free of charge, at the time of delivery of the Bonds, the qualified approving legal opinion of Joseph A. Delafield, A Professional Corporation, of Lake Charles, Louisiana, and a certified transcript of this proceeding.
In accordance with the Notice of Bond Sale, we enclose herewith (certified) (cashier’s) check(s) number(s) drawn on of , in the amount of TWO HUNDRED THOUSAND AND NO/100 ($200,000.00) 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 Bond Sale. Said check shall be returned to the undersigned upon award of the Bonds, provided this proposal is not accepted; otherwise, to be retained uncashed by School District No. 33 of Calcasieu Parish, Louisiana, and returned upon delivery of the Bonds 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.
We acknowledge and understand the Bonds are designated as “qualified tax-exempt obligations” pursuant to Section 265(b)(3)(B) of the Internal Revenue Code of 1986.
This bid complies with the terms stipulated in the aforesaid Notice of Bond Sale, the receipt of which Notice of Bond Sale is hereby acknowledged.
Respectfully submitted,
by:
Authorized Representative
And Associates
Bid accepted by resolution adopted by the Calcasieu Parish School Board, as governing authority of School District No. 33 of Calcasieu Parish, Louisiana, on this 28th day of October, 2003.
PRESIDENT
Calcasieu Parish School Board
SECTION 6. All resolutions and orders or parts thereof in conflict herewith be and the same are hereby repealed.
APPROVED AND ADOPTED this 16th day of September 2003
/s/ Gregory P. Robert GREGORY P. ROBERT, President
Calcasieu Parish School Board
ATTEST:
/s/ Jude W. Theriot
JUDE W. THERIOT, Secretary
The following resolution was thereupon introduced, and pursuant to a motion made by Mr. Falgout and seconded by Mr. Bernard, was adopted by the following vote:
YEAS: Mr. Andrepont, Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms. LaVergne, Mr. Pitre, Mr. Robert, Dr. Stephens, Mr. Tarver, and Mr. Webb
NAYS: None
RESOLUTION
A RESOLUTION ADOPTING THE PRELIMINARY DRAFT OF THE OFFICIAL STATEMENT TO BE PROVIDED THE INITIAL PURCHASER(S) OF $10,000,000 GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS OF SCHOOL DISTRICT NO. 33 OF CALCASIEU PARISH, LOUISIANA, 2004 SERIES, AND AUTHORIZING ITS DISTRIBUTION TO PROSPECTIVE BIDDERS FOR THE BONDS; AND AUTHORIZING, APPROVING AND DIRECTING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION.
WHEREAS, on May 4, 2002, an election was held in School District No. 33 of Calcasieu Parish, Louisiana, at which election the voters of School District No. 33 of Calcasieu Parish authorized said District to incur debt and issue bonds in an amount not to exceed $29,600,000, to run 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 improving school buildings and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public; and
WHEREAS, sale of the Bonds in the principal amount of $10,000,000 will be held on October 28, 2003; and
WHEREAS, the Calcasieu Parish School Board must distribute to prospective bidders for the initial sale of the Bonds certain information to aid and assist those persons or institutions interested in bidding for the Bonds, in the form of a Preliminary Official Statement;
WHEREAS, an Official Statement must be provided to the successful bidder (initial purchaser of the Bonds) by the Calcasieu Parish School Board, which said Official Statement must contain not only all of the pertinent information which a prospective bidder requires but also information not yet available; and
WHEREAS, it is necessary or desirable to designate by resolution, (i) the Preliminary Official Statement as the “near final official statement” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) and to approve the form and distribution thereof, and (ii) the individual who, for and on behalf of this Board and School District No. 33, would make such a decision.
NOW THEREFORE, BE IT RESOLVED by the Parish School Board of Calcasieu Parish, Louisiana, as the governing authority of School District No. 33 of Calcasieu Parish, Louisiana as follows:
SECTION 1. Approval and Designation. 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.
SECTION 2. Final Official Statement. The Official Statement shall describe the final terms of the Bonds approved by the resolution of the Calcasieu Parish School Board authorizing issuance thereof and shall constitute the “final official statement” within the meaning of the Rule.
SECTION 3. Ratification. All actions heretofore taken by the Calcasieu Parish School Board and by the officers thereof or on their behalf, not inconsistent herewith directed toward preparation and delivery of the Preliminary Official Statement are hereby ratified, approved and confirmed.
SECTION 4. The Preliminary Official Statement. The preliminary draft of the Official Statement (a copy of which is on file in the office of the Superintendent of Schools of Calcasieu Parish) is hereby approved and adopted and copies thereof shall be distributed to prospective bidders for the Bonds.
SECTION 5. Other Matters. By the passage of this resolution, the Board does not intend to approve, nor is it approving hereby, any matters otherwise relating to execution and issuance of the Bonds.
SECTION 6. Severability. If any paragraph, clause, section or provision of this resolution is judicially adjudged invalid or unenforceable, such judgement shall not affect, impair or invalidate the remaining paragraphs, clauses, sections or provisions hereof.
SECTION 7. Repealer. All resolutions, ordinances, or orders in conflict herewith, be, to the extent of such conflict, and they are hereby repealed.
APPROVED AND ADOPTED this 16th day of September, 2003.
/s/ Gregory P. Robert
GREGORY P. ROBERT, President
Calcasieu Parish School Board
ATTEST:
/s/ Jude W. Theriot
JUDE W. THERIOT, Secretary
(Other business not pertinent to the above appears in the minutes of the meeting.)
Pursuant to motion duly made and carried, the Parish School Board adjourned.
/s/ Gregory P. Robert
GREGORY P. ROBERT, President
Calcasieu Parish School Board
ATTEST:
/s/ Jude W. Theriot
JUDE W. THERIOT, Secretary
STATE OF LOUISIANA
PARISH OF CALCASIEU
I, JUDE W. THERIOT, do hereby certify that I am the duly qualified and appointed Secretary of the Calcasieu Parish School Board, the governing authority of School District No. 33 of Calcasieu Parish, Louisiana.
I further certify that the above and foregoing is a true and correct copy of an excerpt from the minutes of a meeting of the Calcasieu Parish School Board held on September 16, 2003, insofar as said minutes pertain to the matters therein set out, and that the foregoing resolutions are true and correct copies of the original resolutions adopted at said meeting as they appear officially of record in my possession.
IN WITNESS WHEREOF, witness my official signature and the impress of the official seal of the Calcasieu Parish School Board, governing authority of School District No. 33 of Calcasieu Parish, Louisiana, on this 16th day of September 2003.
______________________________________
JUDE W. THERIOT, Secretary
[S E A L]
Resolution Authorizing Advertisement for Sale of Bonds, School District
Number 34
Lake Charles, Louisiana
September 16, 2003
The Parish School Board of Calcasieu Parish, Louisiana, met in regular public session at 5:00 o’clock p.m. on Tuesday, September 16, 2003, at John J. Johnson II Elementary School, 500 Malcolm 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, Gregory P. Robert, called the meeting to order and on roll call, the following members were present:
Joe A. Andrepont, Dale B. Bernard, Billy Breaux, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J. L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Phillip Tarver, and R. W. Webb
ABSENT: None
The meeting was called to order and the roll called with the above result.
The following resolution was thereupon introduced, and pursuant to motion made by Mr. Pitre and seconded by Mr. Tarver, was adopted by the following vote:
YEAS: Mr. Andrepont, Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms. LaVergne, Mr. Pitre, Mr. Robert, Dr. Stephens, Mr. Tarver, and Mr. Webb
NAYS: None
RESOLUTION
A RESOLUTION AUTHORIZING ADVERTISEMENT FOR SALE OF $10,000,000 GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS OF SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, 2004 SERIES.
BE IT RESOLVED by the Parish School Board of Calcasieu Parish, Louisiana, the governing authority of School District No. 34 of Calcasieu Parish, Louisiana as follows:
SECTION 1. $10,000,000 General Obligation Public School Improvement Bonds of School District No. 34 of Calcasieu Parish, Louisiana, 2004 Series (the “Bonds”), authorized by an election held in School District No. 34 on July 20, 2002, shall be sold as herein directed.
SECTION 2. Sealed bids shall be received for the purchase of the Bonds and the Bonds shall be opened in public session of the Calcasieu Parish School Board on October 28, 2003, at 5:00 o’clock p.m. Central Standard (Louisiana) Time, at the regular meeting place of the Calcasieu Parish School Board, 1732 Kirkman Street, Lake Charles, Louisiana.
SECTION 3. In accordance with Article 1426 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, notice of the sale of the Bonds shall be published one time at least seven clear calendar days before the date scheduled for the receipt of bids, in the Southwest Daily News, a newspaper published in Sulphur, Calcasieu Parish, Louisiana, and of general circulation in School District No. 34 of Calcasieu Parish, and at least once in the Daily Journal of Commerce, a financial journal or newspaper containing a section devoted to municipal bond news published in the City of New Orleans, Louisiana, which publication shall be made at least forty-eight (48) hours in advance of the date scheduled for the receipt of bids. The notice of sale to be published shall be substantially in the following form:
NOTICE OF BOND SALE
$10,000,000
GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS
OF SCHOOL DISTRICT NO. 34 OF
CALCASIEU PARISH, LOUISIANA
2004 SERIES
SEALED BIDS will be received by the Calcasieu Parish School Board, acting as the governing authority of School District No. 34 of Calcasieu Parish, Louisiana (the “Issuer”), at the Parish School Board Office at 1732 Kirkman Street, Lake Charles, Louisiana, until 5:00 o’clock p.m., Central Standard (Louisiana) Time, on Tuesday, the
28TH DAY OF OCTOBER 2003,
for the purchase of the following issue or issues of Bonds of School District No. 34 of Calcasieu Parish, Louisiana (the “Bonds”), authorized at a special election held within the Issuer on Saturday, July 20, 2002:
$10,000,000 (being part of an authorized issue of $34,000,000) General Obligation Public School Improvement Bonds, 2004 Series, maturing January 15 in each year in the principal amount as set forth opposite such year in the following table:
YEAR AMOUNT YEAR AMOUNT
2005 300,000.00 2015 490,000.00
2006 320,000.00 2016 520,000.00
2007 335,000.00 2017 540,000.00
2008 350,000.00 2018 570,000.00
2009 365,000.00 2019 600,000.00
2010 385,000.00 2020 630,000.00
2011 405,000.00 2021 660,000.00
2012 430,000.00 2022 695,000.00
2013 445,000.00 2023 725,000.00
2014 470,000.00 2024 765,000.00
The Bonds will be in fully registered form, dated January 15, 2004, will initially be one bond for each maturity with transfers in multiples of $5,000, and will be payable from and secured by unlimited ad valorem taxation. All Bonds of the same maturity must bear interest from date thereof until paid at one basic rate of interest to be designated by the bidder not exceeding nine (9%) percent per annum on any Bond in any interest payment period, said interest to be payable semi-annually on January 15 and July 15, of each year, beginning January 15, 2005.
Those Bonds maturing in the years 2005 to 2009, inclusive, shall not be subject to redemption prior to maturity. Those Bonds, or portions thereof in multiples of $5,000, maturing in the years 2010 to 2024, inclusive, shall be subject to redemption prior to maturity, at the option of the Issuer, in such order as the Issuer may determine and by lot within any maturity, on any interest payment date on or after January 15, 2009, at par and accrued interest to the date fixed for redemption.
The Bonds will be payable at Argent Trust, a Division of National Independent Trust Company, in the city of Ruston, Louisiana.
A certified or cashier’s check in the amount of $200,000.00 drawn on an incorporated bank or trust company and payable to the order of School District No. 34 of Calcasieu Parish, Louisiana, must accompany each bid as a guarantee of good faith on the part of the bidder, to be forfeited as liquidated damages if such bid be accepted and the bidder fails to take up and pay for the Bonds. The check of the successful bidder will be retained uncashed by the Issuer and returned upon delivery of the Bonds and payment therefor. Checks of unsuccessful bidders will be promptly returned to each bidder’s representative or by certified mail. All bids must be submitted on bid forms furnished by the Calcasieu Parish School Board without alteration or qualification. Bidders shall name one basic rate of interest for each Bond maturity not exceeding nine (9%) percent per annum on any Bond in any interest payment period to be expressed in a multiple of one-twentieth (1/20) or one-eighth (1/8) of one (1%) percent per annum. No bids for less than par and accrued interest from January 15, 2004 to the date of delivery of the Bonds or which specifies the cancellation of Bonds will be considered. Any premium bid must be paid in funds specified for the payment of the Bonds as part of the purchase price.
The Bonds will be awarded to the bidder offering to purchase the Bonds at such rate or rates of interest as will produce the lowest effective interest rate to the Issuer. The lowest effective interest rate will 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 Bonds and to the price bid, excluding the accrued interest from the date of the Bonds to the date of their delivery. If any bid for the Bonds shall be acceptable, a prompt award of the Bonds will be made. The right is expressly reserved to waive any irregularity in any bid or to reject any and all bids received.
The successful bidder shall make a bona fide public offering of the Bonds, and, as a condition to the Issuer’s obligation to deliver the Bonds, the successful bidder must furnish to the Issuer within forty-eight hours after being notified of the award of the Bonds, the initial public offering prices of the Bonds. Upon Delivery of the Bonds, the successful bidder will furnish a certificate acceptable to Bond Counsel to the Issuer (i) specifying the reoffering prices at which a substantial amount of the Bonds was sold to the public (excluding bond houses, brokers and other intermediaries) and (ii) certifying as to the accuracy of such reoffering prices. Bond Counsel advises that (i) such certificate must be made on the best knowledge, information and belief of the successful bidder, (ii) the sale to the public of 10% or more in par amount of the Bonds of each maturity at (or below) the initial reoffering prices would be sufficient to certify as to the sale of a substantial amount of the Bonds, and (iii) reliance on other facts as a basis for such certification would require evaluation by Bond Counsel to assure compliance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs of issuance of the Bonds resulting by reason of such insurance, unless otherwise paid, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued, shall not in any way relieve the purchaser of his contractual obligations arising from the acceptance of his proposal for the purchase of the Bonds.
It is anticipated that CUSIP identification numbers will be printed on the Bonds, but the failure to print such numbers shall not constitute cause for refusal by the successful bidder to accept delivery of and to pay for the Bonds. No CUSIP identification number shall be deemed to be part of the Bond or a part of the contract evidenced thereby, and no liability shall hereafter attach to the issuer or any officers or agents thereof because of or on account of such numbers. All expenses in relation to the printing of the CUSIP identification numbers on the Bonds shall be paid by the Issuer. However, the CUSIP Service Bureau charge for the assignment of such numbers shall be the responsibility of and shall be paid by the successful bidder.
A copy of the Issuer’s preliminary official statement may be obtained by contacting Joseph A. Delafield, A Professional Corporation, 3401 Ryan Street, Suite 307, P. O. Box 4272, Lake Charles, Louisiana 70605/70606, Bond Counsel. The Preliminary Official Statement is in a form “deemed final” by the Issuer for purposes of SEC Rule 15c2-12(b)(1) but is subject to revision, amendment, and completion in a final official statement.
Promptly after the sale date, but in no event later than seven (7) business days after such date, the Issuer will provide the successful bidder with a reasonable number of final Official Statements, not to exceed one hundred (100) f.o.b. Lake Charles, Louisiana. Such final Official Statements may be obtained without cost to the successful bidder from the Issuer as set forth herein. Additional copies of the final Official Statement may be obtained up to three months following the sale of the Bonds by a request and payment of costs for reproduction.
The approving legal opinion of Joseph A. Delafield, A Professional Corporation, of Lake Charles, Louisiana, and the transcript of record as passed upon, will be furnished to the successful bidder(s) without cost to it. The transcript will contain the usual closing proofs, including a certificate by the Issuer that up to the time of delivery, no litigation has been filed questioning the validity of the Bonds or the taxes necessary to pay the same.
For information relative to the Bonds not contained in the Notice of Bond Sale and the Official Statement, address The Honorable Jude W. Theriot, Superintendent of Schools of Calcasieu Parish, Louisiana and Ex-Officio Secretary of the Calcasieu Parish School Board, 1724 Kirkman Street, Lake Charles, Louisiana 70601; or Joseph A. Delafield, A Professional Corporation, Bond Counsel, 3401 Ryan Street, Suite 307, P.O. Box 4272, Lake Charles, Louisiana 70605/70606.
SECTION 4. The Calcasieu Parish School Board hereby adopts the Notice of Bond Sale contained in Section 3 hereof as the official Notice of Bond Sale, which shall be sent to persons who seek further information with respect to the Bonds and which will form part of the contract of sale of the Bonds.
SECTION 5. The Calcasieu Parish School Board hereby adopts the following as an official bid form which shall be used by prospective bidders for the Bonds described herein, and which shall be supplied to all persons seeking information with respect to the Bonds:
We offer to purchase TEN MILLION AND NO/100 ($10,000,000) DOLLARS General Obligation Public School Improvement Bonds of School District No. 34 of Calcasieu Parish, Louisiana, 2004 Series, in the initial denominations of one Bond for each maturity, with transfers in multiples of $5,000.00, bearing interest payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2005, maturing serially, WITH OPTION OF PRIOR PAYMENT, all in accordance with the Notice of Bond 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 PRINCIPAL INTEREST MATURITY PRINCIPAL INTEREST
DATE AMOUNT RATE PER DATE AMOUNT RATE PER
(Jan. 15) ANNUM (Jan. 15) ANNUM
2005 300,000.00 _____% 2015 490,000.00 _____%
2006 320,000.00 _____% 2016 520,000.00 _____%
2007 335,000.00 _____% 2017 540,000.00 _____%
2008 350,000.00 _____% 2018 570,000.00 _____%
2009 365,000.00 _____% 2019 600,000.00 _____%
2010 385,000.00 _____% 2020 630,000.00 _____%
2011 405,000.00 _____% 2021 660,000.00 _____%
2012 430,000.00 _____% 2022 695,000.00 _____%
2013 445,000.00 _____% 2023 725,000.00 _____%
2014 470,000.00 _____% 2024 765,000.00 _____%
We will pay the principal sum of TEN MILLION AND NO/100 ($10,000,000) DOLLARS, together with accrued interest from the date of the Bonds to the date of delivery, plus a premium in the amount of $ .
For your information, we calculate the lowest effective interest rate to School District No. 34 to be %, 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 Bonds and to the price bid, excluding the accrued interest from the date of the Bonds to the date of their delivery.
Bonds bid for herein will be delivered and shall be paid for on or about January 15, 2004 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 School District No. 34 will furnish to us, free of charge, at the time of delivery of the Bonds, the qualified approving legal opinion of Joseph A. Delafield, A Professional Corporation, of Lake Charles, Louisiana, and a certified transcript of this proceeding.
In accordance with the Notice of Bond Sale, we enclose herewith (certified) (cashier’s) check(s) number(s) drawn on of , in the amount of TWO HUNDRED THOUSAND AND NO/100 ($200,000.00) 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 Bond Sale. Said check shall be returned to the undersigned upon award of the Bonds, provided this proposal is not accepted; otherwise, to be retained uncashed by School District No. 34 of Calcasieu Parish, Louisiana, and returned upon delivery of the Bonds 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.
We acknowledge and understand the Bonds are designated as “qualified tax-exempt obligations” pursuant to Section 265(b)(3)(B) of the Internal Revenue Code of 1986.
This bid complies with the terms stipulated in the aforesaid Notice of Bond Sale, the receipt of which Notice of Bond Sale is hereby acknowledged.
Respectfully submitted,
by:
Authorized Representative And Associates
Bid accepted by resolution adopted by the Calcasieu Parish School Board, as governing authority of School District No. 34 of Calcasieu Parish, Louisiana, on this 28th day of October, 2003.
PRESIDENT
Calcasieu Parish School Board
SECTION 6. All resolutions and orders or parts thereof in conflict herewith be and the same are hereby repealed.
APPROVED AND ADOPTED this 16th day of September 2003.
/s/ Gregory P. Robert
GREGORY P. ROBERT, President
Calcasieu Parish School Board
ATTEST:
/s/ Jude W. Theriot
JUDE W. THERIOT, Secretary
The following resolution was thereupon introduced, and pursuant to a motion made by Mr. Pitre and seconded by Mr. Tarver, was adopted by the following vote:
YEAS: Mr. Andrepont, Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms. LaVergne, Mr. Pitre, Mr. Robert, Dr. Stephens, Mr. Tarver, and Mr. Webb
NAYS: None
RESOLUTION
A RESOLUTION ADOPTING THE PRELIMINARY DRAFT OF THE OFFICIAL STATEMENT TO BE PROVIDED THE INITIAL PURCHASER(S) OF $10,000,000 GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS OF SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, 2004 SERIES, AND AUTHORIZING ITS DISTRIBUTION TO PROSPECTIVE BIDDERS FOR THE BONDS; AND AUTHORIZING, APPROVING AND DIRECTING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION.
WHEREAS, on July 20, 2002, an election was held in School District No. 34 of Calcasieu Parish, Louisiana, at which election the voters of School District No. 34 of Calcasieu Parish authorized said District to incur debt and issue bonds in an amount not to exceed $34,000,000, to run 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 improving school buildings and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public; and
WHEREAS, sale of the Bonds in the principal amount of $10,000,000 will be held on October 28, 2003; and
WHEREAS, the Calcasieu Parish School Board must distribute to prospective bidders for the initial sale of the Bonds certain information to aid and assist those persons or institutions interested in bidding for the Bonds, in the form of a Preliminary Official Statement;
WHEREAS, an Official Statement must be provided to the successful bidder (initial purchaser of the Bonds) by the Calcasieu Parish School Board, which said Official Statement must contain not only all of the pertinent information which a prospective bidder requires but also information not yet available; and
WHEREAS, it is necessary or desirable to designate by resolution, (i) the Preliminary Official Statement as the “near final official statement” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) and to approve the form and distribution thereof, and (ii) the individual who, for and on behalf of this Board and School District No. 34, would make such a decision.
NOW THEREFORE, BE IT RESOLVED by the Parish School Board of Calcasieu Parish, Louisiana, as the governing authority of School District No. 34 of Calcasieu Parish, Louisiana as follows:
SECTION 1. Approval and Designation. 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.
SECTION 2. Final Official Statement. The Official Statement shall describe the final terms of the Bonds approved by the resolution of the Calcasieu Parish School Board authorizing issuance thereof and shall constitute the “final official statement” within the meaning of the Rule.
SECTION 3. Ratification. All actions heretofore taken by the Calcasieu Parish School Board and by the officers thereof or on their behalf, not inconsistent herewith directed toward preparation and delivery of the Preliminary Official Statement are hereby ratified, approved and confirmed.
SECTION 4. The Preliminary Official Statement. The preliminary draft of the Official Statement (a copy of which is on file in the office of the Superintendent of Schools of Calcasieu Parish) is hereby approved and adopted and copies thereof shall be distributed to prospective bidders for the Bonds.
SECTION 5. Other Matters. By the passage of this resolution, the Board does not intend to approve, nor is it approving hereby, any matters otherwise relating to execution and issuance of the Bonds.
SECTION 6. Severability. If any paragraph, clause, section or provision of this resolution is judicially adjudged invalid or unenforceable, such judgement shall not affect, impair or invalidate the remaining paragraphs, clauses, sections or provisions hereof.
SECTION 7. Repealer. All resolutions, ordinances, or orders in conflict herewith, be, to the extent of such conflict, and they are hereby repealed.
APPROVED AND ADOPTED this 16th day of September 2003.
/s/ Gregory P. Robert
GREGORY P. ROBERT, President
Calcasieu Parish School Board
ATTEST:
/s/ Jude W. Theriot
JUDE W. THERIOT, Secretary
(Other business not pertinent to the above appears in the minutes of the meeting.)
Pursuant to motion duly made and carried, the Parish School Board adjourned.
/s/ Gregory P. Robert
GREGORY P. ROBERT, President
Calcasieu Parish School Board
ATTEST:
/s/ Jude W. Theriot
JUDE W. THERIOT, Secretary
STATE OF LOUISIANA
PARISH OF CALCASIEU
I, JUDE W. THERIOT, do hereby certify that I am the duly qualified and appointed Secretary of the Calcasieu Parish School Board, the governing authority of School District No. 34 of Calcasieu Parish, Louisiana.
I further certify that the above and foregoing is a true and correct copy of an excerpt from the minutes of a meeting of the Calcasieu Parish School Board held on September 16, 2003, insofar as said minutes pertain to the matters therein set out, and that the foregoing resolutions are true and correct copies of the original resolutions adopted at said meeting as they appear officially of record in my possession.
IN WITNESS WHEREOF, witness my official signature and the impress of the official seal of the Calcasieu Parish School Board, governing authority of School District No. 34 of Calcasieu Parish, Louisiana, on this 16th day of September 2003.
______________________________________
JUDE W. THERIOT, Secretary
[S E A L]
Resolution Authorizing the Adoption of the 2003 Millages
CALCASIEU PARISH SCHOOL BOARD
RESOLUTION
BE IT RESOLVED, that the following millage(s) are hereby levied on the 2003 tax roll on all property subject to taxation by the Calcasieu Parish School Board.
General Fund (Parishwide)
Constitutional Tax (Maximum Authorized - 5.82 Mills) 5.82 Mills
Special School Maintenance & Operations Taxes –
MT #1 (Maximum Authorized - 9.95 Mills) 13.74 Mills
MT #2 (Maximum Authorized - 3.79 Mills)
Bond Sinking Funds
School District No. 21 16.2 Mills
School District No. 22 12.8 Mills
School District No. 23 12.6 Mills
School District No. 24 20.0 Mills
School District No. 25 50.0 Mills
School District No. 26 47.0 Mills
School District No. 27 0 Mills
School District No. 28 21.0 Mills
School District No. 30 32.0 Mills
School District No. 31 35.0 Mills
School District No. 33 17.8 Mills
School District No. 34 12.5 Mills
School District No. 34 (Stadium) 1.2 Mills
Renewable Taxes
School District No. 28 10.0 Mills
BE IT FURTHER RESOLVED that the proper administrative officials of the Parish of Calcasieu, State of Louisiana, be and they are hereby empowered, authorized, and directed to spread said taxes, as hereinabove set forth, upon the assessment roll of said Parish for the year 2003, and to make the collection of taxes imposed for and on behalf of the District, according to law, and that the tax herein levied shall become a permanent lien and privilege on all the property subject to taxation as herein set forth, and the collection thereof shall be enforceable in the manner provided by law.
BE IT FURTHER RESOLVED that the foregoing resolution was read in full, the roll as called on the adoption thereof, and the resolution was adopted by the following votes:
YEAS:
NAYS:
ABSTAINED:
ABSENT:
CERTIFICATE
I hereby certify that the foregoing is a true and exact copy of a resolution adopted at a regular board meeting held on September 16, 2003 at which time a quorum was present and voting.
Lake Charles, Louisiana, this day of , 2003.
Jude W. Theriot, Secretary
Calcasieu Parish School Board
Resolution Authorizing the Chief Financial Officer to Sign Documents Related to the Signboard Agreement with the Department of Transportation
RESOLUTION
A resolution authorizing Karl Bruchhaus, the Chief Financial Officer to sign any and all documents related to the Signboard Agreement between the Calcasieu Parish School Board and the Department of Transportation and Development of the State of Louisiana on the following described property:
STATE PROJECT NO. 195-03-0029:
Sign located on parcel of land designated as a portion of the M.J. Kaufman Elementary School located at 301 Tekel Street, Lake Charles, Calcasieu Parish, Louisiana
For and in consideration of the sum of $1,755.00.
BE IT RESOLVED, by the Calcasieu Parish School Board in regular session convened that:
Section 1:
The Chief Financial Officer of the Calcasieu Parish School Board is hereby authorized to sign any and all documents related to the signboard agreement between the Department of Transportation and Development and the Calcasieu Parish School Board on the above described property.
PASSED AND ADOPTED at Lake Charles, Louisiana on this the day of , 2003.
WITNESSES: BY:
JUDE THERIOT, SECRETARY
CALCASIEU PARISH SCHOOL BOARD
COMMITTEE REPORTS
Curriculum and Instruction
Mr. Andrepont, Chairman, reported that the Curriculum and Instruction Committee met on Thursday, August 28, 2003. A quorum was present.
The first item on the agenda was the Pupil Progression Plan. Mr. Andrepont reported that changes to the Pupil Progression Plan are ongoing with two major changes since last year and more forthcoming. On behalf of the committee, Mr. Andrepont moved to accept the Pupil Progression Plan as presented. The motion carried.
Mr. Andrepont reported that the next item was issues pertinent to Child Welfare and Attendance, which included:
· Provisional custody.
· Out-of-zone excessive suspensions, absences, and tardiness.
· Residence verification.
· Termination of special programs.
· Exceptions for employees’ children.
A motion to adopt a policy that requires a judge’s signature for provisional custody out-of-zone transfer was made. Further discussion ensued. Parents and students expressed their concern relative to the overcrowding conditions at S.J. Welsh Middle School and Barbe High School and the many problems resulting from this situation. There was a substitute motion made to strike from Policy JBCC that portion dealing with provisional custody by mandate. Mr. Andrepont moved on behalf of the committee to approve this recommendation.
After further discussion, Mr. Robert called for a vote on the motion. The motion carried with two nays by Mrs. Duhon and Rev. Franklin.
Mr. Theriot requested that the Board action regarding provisional custody take effect from the date of the committee meeting on August 28, 2003. The reason being is that the number drastically increased after the committee meeting in attempts to be approved prior to Board action. Mr. Theriot reported that these students were attending Welsh and/or Barbe illegally and were ordered to attend school in their district.
There was concern expressed referencing the process by which the Board was approving the recommendation from the committee.
Mr. Tarver made a motion, seconded by Mr. Pitre, to approve the ruling to strike from Policy JBCC the portion dealing with provisional custody by mandate to become effective August 28, 2003. The motion carried.
Mr. Theriot stated that the students that were awarded provisional custody prior to August 28 would be allowed to finish the school year at that school, but would not be eligible for the next school year under the revised policy.
On motion by Mr. Duhon, seconded by Mr. Breaux and carried, the two-week policy layover period was waived and Policy JBCC, as revised, becomes effective as of August 28, 2003.
Next, Mr. Andrepont reported that the other items pertinent to Child Welfare and Attendance were for informational purposes only.
The last item on the agenda was a resolution to form a committee to investigate the feasibility of establishing magnet school for middle and high school students.
It was suggested that each Board member appoint one member to this committee. The Board members would serve as exofficio members and staff would serve as resource. Several parents spoke in favor of magnet schools. The committee approved a motion to accept the resolution to form a Magnet Task Force as presented. Mr. Andprepont moved on behalf of the committee to approve the recommendation. The motion carried.
The resolution states:
CALCASIEU PARISH SCHOOL BOARD
RESOLUTION
Whereas, the Calcasieu Parish School Board has an ongoing program of elementary magnet education at T.S. Cooley Elementary in grades K-5, and
Whereas, students upon leaving the magnet program at T.S. Cooley Elementary do not have the option of continuing their education in a wholly contained true magnet setting because of the absence of such a setting for grades 6-12 in the Calcasieu Parish School System, and
Whereas, the Calcasieu Parish School Board has expressed intent on numerous occasions, has adopted goals outlining the expansion of the magnet program in Calcasieu Parish and has set up magnet strands in some schools, and
Whereas, the expansion of the magnet program will provide many additional options and opportunities for students of Calcasieu Parish, and
Whereas, the research and input will require time to complete before a definite direction can be taken by the Calcasieu Parish School Board on the magnet issue, then
The Calcasieu Parish School Board will form the Magnet Task Force to be made up of Board members, educators, business and industry representatives and community leaders to be appointed by the School Board through a process to be identified, and
The Magnet Task Force will be authorized to conduct research to formulate and recommend a plan of action to the Calcasieu Parish School Board on the possibility of expanding the magnet program including but not limited to issues of funding, facilities, programs of study, transportation, enrollment eligibility, and
Finally, that the Magnet Task Force should be commissioned as soon as possible with staff members serving as information sources as needed.
NOW, THEREFORE BE IT RESOLVED the Calcasieu Parish School Board fully supports and approves the above resolution to commission a Magnet School Task Force.
Approved this 16th day of September 2003.
CALCASIEU PARISH SCHOOL BOARD
BY: /s/Gregory P. Robert
PRESIDENT
A motion was presented by Mr. Tarver, seconded by Mr. Duhon, to approve the formation of a committee that would consist of an appointee by each Board member. The committee would include the Board as exofficio members and staff would serve as resource.
Mr. Duhon made an amendment to the motion, seconded by Mrs. Duhon, to submit the appointee’s name to the Superintendent’s office no later that September 23.
Mr. Robert called for a vote on the motion as amended. The motion carried.
Mr. Andrepont reported that there being no further business the meeting was adjourned.
Budget/Fiscal Management
Mr. Pitre, Chairman, reported that the Budget/Fiscal Management Committee met Tuesday, September 9, 2003. A quorum was present.
The first item on the agenda was a presentation by Johnson Controls, Inc.
Mr. Pitre reported that Mr. Bruchhaus presented a brief overview of how the Johnson Controls contract was implemented. Thus far, J.C.I.’s guaranteed savings have exceeded the annual fee. An engineering firm, Associated Design Group, was hired to oversee J.C.I.’s calculations and report their findings to the school board each year. They were unable to attend the meeting, but conferred with J.C.I.’s reported calculations and were in agreement with calculated savings for 2002. This item was for informational purposes and no action was necessary.
The next item concerned termite contracts on school board buildings in the parish. Several Board members expressed concerns over the termite issue and the lack of continuity in termite contracts on some buildings. The Board currently pays $43,016.02 for the contracts out of the maintenance budget. Staff recommended a formal Request for Proposals on services for termite control and eradication to include all schools in the parish, which is now made as a motion on behalf of the committee. The motion carried.
Next, Mr. Bruchhaus reviewed Act 376 of the 2003 Legislative Session, which approved limits on Board Member travel reimbursement equal to those approved for the state executive branch employees. The law became effective July 1, 2003, with changes in airfare, hotel and meal reimbursements.
This item was for informational purposes only and no action was necessary.
Next, Mr. Bruchhaus reviewed the sales tax cash flow analysis for the 1995 ½¢ sales tax for salary enhancements. $646,699 in surplus funds were used for the 2002-2003 salary supplement issued 12/20/02 leaving a zero balance for the remainder of the fiscal year.
This item was for informational purposes only and no action was taken.
Mr. Pitre stated that with no further business or discussion the meeting was adjourned.
Administration and Personnel
Mr. Duhon reported that the Administration and Personnel Committee met at 4:45 prior to the Board meeting. A quorum was present.
The first item on the agenda was naming the DeQuincy High School Stadium. Mr. Duhon reported that the appropriate documentation in compliance with the FDC school board policy was received from residents of DeQuincy requesting that the DeQuincy High School Stadium be named “G. Dalton Faircloth Stadium.” The committee voted and approved the request to name the stadium at DeQuincy High School “G. Dalton Faircolth.” It was noted by Mr. Karr that the public response from his district was positive and unanimously endorsed naming the stadium in honor of former coach, G. Dalton Faircloth.
Mr. Duhon moved on behalf of the committee’s recommendation. The motion carried unanimously.
The second item was the naming of the baseball field at Westlake High School. Mr. Duhon reported that the appropriate documentation in accordance with policy was presented for consideration in naming the Westlake High School Baseball Field “Marion Benson.” Coach Benson was a dedicated coach and teacher at Westlake High School. The committee unanimously approved the recommendation to name the Westlake High School Baseball Field “Marion Benson.” Mr. Duhon moved on behalf of the committee to approve the recommendation. The motion carried unanimously.
Mr. Duhon reported that there being no further business or action the meeting was adjourned.
BID REPORTS
Computer Furniture, Equipment, Supplies and Software for St. John Elementary School, Grant Funds, Bid Number 2004-11
The following bids were presented:
Vendor Name Bid Price
Renaissance Learning $ 7,374.72
(Wisconsin Rapids, WI)
School Specialty $ 6,088.46
(Bernice, LA)
Troxell Communications, Inc. $ 2,549.01
(New Orleans, LA)
CDW Government, Inc. $ 8,629.32
(Vernon Hills, IL)
Govconnection $ 9,900.00
(Merrimack, NH)
Total Bid Amount $34,541.54
On motion by Mr. Falgout, seconded by Mr. Bernard and carried, the low bid for each item meeting specification was approved.
Library Furniture for Western Heights Elementary, General Funds
The following bids were presented:
Vendor Name Bid Price
Louisiana School Equipment Co. $53,996.50
(Lafayette, LA)
Rowley, Hansell Petetin, Inc. $54,472.00
DBA The Rowley Group
(Metairie, LA)
On motion by Dr. Stephens, seconded by Mr. Breaux and carried, the low bid meeting specifications utilizing general funds was approved.
Renewal of Contract Number 2002-25 to Supply Books for the Libraries, General Funds, Renewal Bid Number RENL2004-22
On motion by Mr. Falgout, seconded by Mr. Breaux and carried, the renewal contract number 2002-25 was approved for one year.
Renewal of Contract Number 2002-07 to Supply Magazines for the Libraries, General Funds, Renewal Bid Number RENL2004-23
On motion by Mr. Falgout, seconded by Mrs. Duhon and carried, the renewal contract number 2002-07 was approved for the fiscal year 2003-2004.
Additions and Renovations to Oak Park Elementary School, School District Number 33 Bond Funds
Contractor Base Bid Alt.#1
Bessette Development Corp. $2,499,000.00 $119,000.00
Priola Construction Corp. $2,464,000.00 $109,000.00
Ribbeck Construction Corp. $2,590,000.00 $129,704.00
On motion by Mr. Falgout, seconded by Mr. Bernard and carried, all bids were rejected.
PERMISSION TO ADVERTISE
New Science-Computer Building at Barbe High School, School District Number 34 Bond Funds
On motion by Mr. Pitre, seconded by Mr. Tarver and carried, permission to advertise for the new science-computer building at Barbe High School, school district number 34 bond funds, C. Gayle Zembower, Architect, Inc., designer, was approved.
CORRESPONDENCE
Change Order Number Five (5) for the Project “Additions and Renovations to Western Heights Elementary School,” School District Number 23 Bond Funds
On motion by Mr. Falgout, seconded by Mr. Bernard and carried, change order number five (5) for the project “Additions and Renovations to Western Heights Elementary School,” school district number 23 bond funds, project number 9917-C1, for an increase of $33,035.00, King Architects, Inc., designer; Miller & Associates, Inc., contractor, was approved.
Change Order Number Eight (8) for the Project “Sulphur High School 9th Grade Campus,” School District Number 30 Bond Funds
On motion by Mr. Andrepont, seconded by Mr. Duhon and carried, change order number eight (8) for the project “Sulphur High School 9th Grade Campus,” school district number 30 bond funds, for an increase of $15,666.00, C.R. Fugatt, AIA, designer; Alfred Palma, Inc., contractor, was approved.
Beneficial Occupancy for the Project “Additions and Renovations to Henry Heights Elementary School,” Project Number 2003-08PC
On motion by Rev. Franklin, seconded by Mr. Bernard and carried, beneficial occupancy for the project “Additions and Renovations to Henry Heights Elementary School,” project number 2003-08PC, Brossett Architect, LLC, designer; Bessette Development Corporation, contractor, was approved.
Beneficial Occupancy for the Project “Classroom Pods at Henry Heights Elementary School,” Phase III
On motion by Rev. Franklin, seconded by Mr. Bernard and carried, beneficial occupancy for the project “Classroom Pods at Henry Heights Elementary School,” phase III, C.R. Fugatt, AIA, architect; Picheloup Construction, contractor, was approved.
Beneficial Occupancy for the Project “Additions and Renovations to Western Heights Elementary School,” School District Number 23 Bond Funds
On motion by Dr. Stephens, seconded by Mr. Breaux and carried, beneficial occupancy for the project “Additions and Renovations to Western Heights Elementary School,” school district number 23 bond funds, project number 9917-C1, King Architects, Inc., designer; Miller & Associates, Inc., contractor, was approved.
Recommendation of Acceptance for the Project “New Moss Bluff Middle School,” Project Number 2001-26PC’
On motion by Mr. Webb, seconded by Mr. LaRocque and carried, recommendation of acceptance for the project “New Moss Bluff Middle School,” project number 2001-26PC, Moss Architects, Inc., designer; Bessette Development Corporation, contractor, was approved.
Beneficial Occupancy for the Project “New Moss Bluff Middle School,” Project Number 2001-26PC
On motion by Mr. LaRocque, seconded by Ms. LaVergne and carried, beneficial occupancy for the project “New Moss Bluff Middle School,” project number 2001-26PC, Moss Architects, Inc., designer; Bessette Development Corporation, contractor, was approved.
Recommendation of Acceptance for the Project “Combre/Fondel Elementary School,” Project Number 2002-10PC
On motion by Ms. LaVergne, seconded by Mrs. Duhon and carried, recommendation of acceptance for the project “Combre/Fondel Elementary School,” project number 2002-10PC, Moss Architects, Inc., designer; Bessette Development Corporation, contractor, was approved.
Change Order Number Three (3) for the Project “Additions and Renovations to S.J. Welsh Middle School,” School District Number 34 Bond Funds
On motion by Mr. Pitre, seconded by Mr. Falgout and carried, change order number three (3) for the project “Additions and Renovations to S.J. Welsh Middle School,” school district number 34 bond funds, project number 0262, for an increase of $9,812.00, Randy M. Goodloe, designer; Alfred Palma, Inc., contractor, was approved.
Recommendation of Acceptance for the Project “Chiller/Boiler Replacement,” QZAB Funds
On motion by Mr. Falgout, seconded by Mr. Bernard and carried, recommendation of acceptance for the project “Chiller/Boiler Replacement,” QZAB funds, Associated Design Group, Inc., designer; Albert K. Newlin, Inc., contractor, was approved.
Change Order Number One (1) for the Project “Additions and Renovations to Oak Park Middle School,” School District Number 33 Bond Funds
On motion by Mr. Falgout, seconded by Mr. Bernard and carried, change order number one (1) for the project “Additions and Renovations to Oak Park Middle School,” school district number 33 bond funds, project number 303926, for an increase of $2,701.84, C.R. Fugatt, AIA, designer; Priola Construction, contractor, was approved.
Change Order Number Two (2) for the Project “Additions and Renovations to Oak Park Middle School,” School District Number 33 Bond Funds
On motion by Mr. Falgout, seconded by Mr. Bernard and carried, change order number two (2) for the project “Additions and Renovations to Oak Park Middle School,” school district number 33 bond funds, project number 303926, for an increase of $4,482.08, C.R. Fugatt, AIA, designer; Priola Construction, contractor, was approved.
Change Order Number One (1) for the Project “Additions and Renovations to Fairview Elementary School,” School District Number 33
On motion by Rev. Franklin, seconded by Mr. Bernard and carried, change order number one (1) for the project “Additions and Renovations to Fairview Elementary School,” school district number 33, project number 200102, for an increase of $7,662.00, C. Gayle Zembower, Architect, Inc., designer; Bessette Development Corporation, contractor, was approved.
Change Order Number One (1) for the Project “Additions and Renovations to T&I Complex,” School Districts 33 and 34 Bond Funds
On motion by Rev. Franklin, seconded by Mr. Falgout and carried, change order number one (1) for the project “Additions and Renovations to T&I Complex,” school districts 33 and 34 bond funds, project number 200213, for a decrease of $5,298.00 and an extension of thirteen (13) days, C. Gayle Zembower, Architect, Inc., designer; John D. Myers & Associates, Inc., contractor, was approved.
Change Order Number Three (3) for the Project “New Stadium and Field House for Barbe High School,” School District Number 34 Bond Funds
On motion by Mr. Tarver, seconded by Mr. Pitre and carried, change order number three (3) for the project “New Stadium and Field House for Barbe High School,” school district number 34 bond funds, for an increase of $59,541.00, C. Gayle Zembower, Architect, Inc., designer; Bessette Development Corporation, contractor, was approved.
Beneficial Occupancy for the Project ““New Stadium and Field House for Barbe High School”
On motion by Mr. Tarver, seconded by Mr. Pitre and carried, beneficial occupancy for the project ““New Stadium and Field House for Barbe High School,” C. Gayle Zembower, Architect, Inc., designer; Bessette Development Corporation, contractor, was approved.
Change Order Number Two (2) for the Project “Site Preparation for the New St. John Elementary School,” School District Number 34 Bond Funds
On motion by Mr. Tarver, seconded by Mr. Pitre and carried, change order number two (2) for the project “Site Preparation for the New St. John Elementary School,” school district number 34 bond funds, project number 9924-A2, for an extension of fourteen (14) days, King Architects, Inc., designer; Brandt Pedersen Construction, contractor, was approved.
Beneficial Occupancy for the Project “Additions and Renovations to Lake Charles/Boston High School”
On motion by Mr. Falgout, seconded by Mrs. Duhon beneficial occupancy for the project “Additions and Renovations to Lake Charles/Boston High School,” school district number 31 bond funds, project number 0012, C. Gayle Zembower, Architect, Inc., designer; Bessette Development Corporation, contractor, was approved.
Change Order Number Four (4) for the Project “Additions and Renovations to Henry Heights Elementary,” School District Number 33 Bond Funds
On motion by Rev. Franklin, seconded by Mr. Bernard and carried, change order number four (4) for the project “Additions and Renovations to Henry Heights Elementary,” school district number 33 bond funds, project number 2003-08PC, for an increase of $19,424.23 and an extension of thirty-three (33) days, Brossett Architect, LLC, designer; Bessette Development Corporation, contractor, was approved.
SUPERINTENDENT'S REPORT
Recommended Board Meeting Dates
On motion by Ms. LaVergne, seconded by Rev. Franklin and carried, the following board meeting dates were approved:
Tuesday, November 18, 2003
Tuesday, December 9, 2003
It was recommended to hold the December 9, 2003, meeting at Combre/Fondel Elementary School.
Blue Bow Campaign for Child Abuse Prevention
Mr. Theriot reported that correspondence was received from the Prevent Child Abuse Louisiana Board of Directors congratulating the following schools for participating in the annual Blue Bow Campaign for Child Abuse Prevention:
Oak Park Middle School $ 426.00
Western Heights Elementary $ 325.00
Westwood Elementary $ 377.00
Total $1,128.00
The contributions will help the Southwest Regional office continue to provide services at no cost to families in need.
Amend/Agenda
On motion by Mr. Breaux, seconded by Rev. Franklin and carried, the agenda was amended.
On motion by Mr. Breaux, seconded by Rev. Franklin and carried, the item, “Travel Restriction,” was included in the Superintendent’s Report.
Travel Restriction
Mr. Theriot reported that a ban on out-of-state travel, which includes Board members and all CPSB employees, was placed due to the fiscal condition of the school system. He added that the sales tax receipts have increased during the last two months, but this does not signify a trend; that would take several months.
Mr. Theriot stated that he announced to the principals that he would consider lifting the ban on travel if the system experiences four consecutive months of increased sales tax revenue or a better than expected deficit from the 2002-2003 year. The financial report should be available by the end of September.
A concern was expressed opposing the ban on out-of- state travel due to budgetary allowances. It was also noted that school organizational travel is financial sponsored by the school’s organization or club and not the General Fund. Mr. Theriot stated that if the schools are financially deficient in areas, then all available monies should be utilized for necessary items before travel expenditures are approved. After lengthy discussion, it was the Board’s consensus that the Superintendent’s decision to restrict travel was necessary.
A motion was made by Mr. Falgout and seconded by Mr. Duhon to further discuss this issue at the Administration and Personnel Committee and uphold the Superintendent’s decision to restrict travel until further notice.
After discussion, Mr. Robert called for a vote on the motion. The motion carried.
SCHEDULE STANDING COMMITTEE MEETINGS
Curriculum and Instruction – Thursday, September 25, 4:45
Employee Benefit Committee – Tuesday, September 30, 4:45
Administration and Personnel – Thursday, October 2, 4:45
Board Meeting – Tuesday, October 14, 5:00
TAKE APPROPRIATE ACTION
Personnel
On motion by Mr. Pitre, seconded by Mr. Andrepont and unanimously carried, the following personnel changes were approved as recommended by the Superintendent:
Resignation
Brenda Buck, Teacher Aide, Vinton Elementary School.
Recommend that her resignation become effective August 11, 2003.
Jeffery Frazier, Teacher Aide, Pearl Watson Elementary School.
Recommend that his resignation become effective August 13, 2003.
Angela Bech, Teacher, F. K. White Middle School.
Recommend that her resignation become effective September 10, 2003.
Mary Ann Lacefield, Teacher, Washington-Marion High School.
Recommend that her resignation become effective August 15, 2003.
Betty Latigue, Cafeteria Technician, Henry Heights Elementary.
Recommend that her resignation become effective August 15, 2003.
Mary Streams, Custodian, DeQuincy Elementary School.
Recommend that her resignation become effective July 1, 2003.
Colleen McComb, Teacher Aide, S. J. Welsh Middle School.
Recommend that her resignation become effective August 1, 2003.
Randall Von Rosenberg, Teacher, Molo Middle School.
Recommend that his resignation become effective August 12, 2003.
Alton Kibodeaux, Custodian, Vinton Middle School.
Recommend that his resignation become effective August 15, 2003.
Matt Dixon, Custodian, Calcasieu Resource Center.
Recommend that his resignation become effective August 22, 2003.
Loretta Charles, Teacher, T. H. Watkins Elementary School.
Recommend that her resignation become effective August 22, 2003.
Teresa Stollsteimer, Cafeteria Technician, Moss Bluff Elementary.
Recommend that her resignation become effective August 22, 2003.
Tammy Bult, Cafeteria Technician, Moss Bluff Elementary School.
Recommend that her resignation become effective August 12, 2003.
David Kohrs, Teacher, LeBlanc Middle School.
Recommend that his resignation become effective September 4, 2003.
Raissa Cecchini, Teacher/Coach, Barbe High School.
Recommend that her resignation of her coaching duties only become effective
August 28, 2003.
Retirement Notification
Susan Leger, Teacher, J. I. Watson Middle School.
Recommend that her retirement become effective August 29, 2003.
Jody Oubre, Librarian, Maplewood Middle School.
Recommend that her retirement become effective October 9, 2003.
Rufus Nelands, Supervisor, Maintenance Department.
Recommend that his retirement become effective October 31, 2003.
Linda Prather, Teacher, J. I. Watson Middle School.
Recommend that her retirement become effective October 21, 2003.
Patricia Cooley, Teacher, DeQuincy High School.
Recommend that her retirement become effective October 31, 2003.
Maternity Leave
Tina Stills, Speech Pathologist, Special Services Department.
Recommend that she be granted a maternity leave beginning September 29, 2003
until December 1, 2003.
Kimberly Gaspard, Teacher, Clifton Elementary School.
Recommend that she be granted a maternity leave beginning August 14, 2003 until
October 9, 2003.
Demetre Mathews, Tutor, Sacred Heart.
Recommend that she be granted a maternity leave beginning September 8, 2003
until October 20, 2003.
Mary Dyer, Teacher, LaGrange High School.
Recommend that she be granted a maternity leave beginning September 22, 2003
until November 21, 2003.
Chauntelle LeJeune, Teacher, R. W. Vincent Elementary School.
Recommend that she be granted a maternity leave beginning September 11, 2003
until October 23, 2003.
Jill Lavergne, Teacher, Gillis Elementary School.
Recommend that she be granted a maternity leave beginning October 15, 2003 until
December 3, 2003.
Kaci Vinson, Teacher, Westwood Elementary School.
Recommend that she be granted a maternity leave beginning October 7, 2003 until
November 18, 2003.
Yvonne McGuire, Teacher, Lake Charles-Boston High School.
Recommend that she be granted a maternity leave beginning February 27, 2004
until April 19, 2004.
Leave Without Pay
Kimberly Ducharme, Cafeteria Technician, Dolby Elementary School.
Recommend that she be granted a leave without pay beginning September 24, 2003
until May 31, 2004.
Mary Jenkins, School Clerk, Maplewood Middle School.
Recommend that she be granted a leave without pay for the 2003-2004 school
session.
Gail Vincent, Tutor, J. I. Watson Middle School.
Recommend that she be granted a leave without pay beginning August 25, 2003
until September 14, 2003.
Yolanda Fountain, Teacher, Nelson Elementary School.
Recommend that she be granted a leave without pay beginning September 22, 2003
until January 9, 2004.
LaShawna Miller, Teacher Aide, Oak Park Middle School.
Recommend that she be granted a leave without pay beginning August 12, 2003
until September 3, 2004.
Mary Adams, Tutor, Fairview Elementary School.
Recommend that she be granted an extension of her leave without pay until
September 17, 2003.
Professional Development
Francoise Dewees, French Teacher, St. John/Oak Park Elem./Westwood.
Recommend that she be granted a leave for professional development for the
spring semester of the 2003-2004 school session.
Jacob Doucet, P.E. Teacher, Henry Heights Elementary.
Recommend that she be granted a leave for professional development for the
spring semester of the 2003-2004 school session.
Medical Leave
Judith Vincent, Special Ed. Teacher, D. S. Perkins Elementary School.
Recommend that she be granted a medical leave for the fall semester of the 2003-
2004 school session beginning August 26, 2003.
Medical Leave
Randall Scott Parnell, Special Ed. Teacher, College Oaks Elementary.
Recommend that he be granted a medical leave for the fall semester of the 2003-
2004 school session pending receipt of physician’s statement.
Deanna Cooper-Smith, Special Ed. Teacher, Sulphur High School.
Recommend that she be granted a medical leave for the fall semester of the 2003-
2004 school session beginning September 3, 2003 pending receipt of physician’s
statement.
Meeting Adjourned
On motion by Mr. Breaux, seconded by Mr. Pitre and unanimously carried, the meeting was adjourned at 6:45 p.m.
/s/Jude W. Theriot /s/Gregory P. Robert_____________
Jude W. Theriot, Secretary Gregory P. Robert, President