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06-21-2005 |
DATE, TIME, PLACE OF MEETING
The Calcasieu Parish School Board met in the Conference Room of the Calcasieu Parish School Board located at 1732 Kirkman Street, Lake Charles, Louisiana, on Tuesday, June 21, 2005, 4:45 p.m. The meeting was called to order by Joe Andrepont, President. The prayer was led by Mr. Karr; Mr. Breaux led the Pledge of Allegiance.
ROLL CALL
The roll was called and 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, Dr. Edward Stephens, Philip Tarver and R.L. Webb.
James W. Pitre and Gregory P. Robert were absent.
MINUTES APPROVED
On motion by Mr. Falgout, seconded by Mr. Webb and unanimously carried, the minutes of the regular meeting of June 7, 2005, were approved as presented.
For the record, Rev. Franklin stated for clarification in the June 7, 2005, minutes, that he voted in support of the substitute motion: “to put out for public bid janitorial wax, sealant, and stripper with established sufficient specs and a service component,” and voted in opposition to the main motion, “to continue with the process currently practiced regarding the purchase of janitorial products.”
Supplemental Agenda
By general consent the Supplemental Agenda was included as part of the regular agenda.
By general consent item VII A was placed prior to presentations.
TAKE APPROPRIATE ACTION
Resolution Authorizing Refunding of School District Number 31A Bonds
SEQ CHAPTER \h \r 1 Lake Charles, Louisiana June 21, 2005
The Calcasieu Parish School Board, State of Louisiana, met in regular public session at its regular meeting place in the Calcasieu Parish School Board Office, Lake Charles, Louisiana, at 4:45 o’clock p.m. on June 21, 2005, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.
President, Joe A. Andrepont, 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, Dr. Edward Stephens, Phillip Tarver, and R. L.. Webb
ABSENT: James W. Pitre and Gregory P. Robert
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 Ms. LaVergne and seconded by Mrs. Clara Duhon, was adopted by the following vote:
YEAS: Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms/ LaVergne, Dr. Stephens, Mr. Tarver, and Mr. Webb
NAYS: None
ABSENT: Mr. Pitre and Mr. Robert
NOT VOTING: President Andrepont
BOND RESOLUTION
A resolution providing for issuance, sale and delivery of $10,415,000 General Obligation Refunding Bonds of School District No. 31 of Calcasieu Parish, Louisiana, 2005 Series A; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for payment of the principal of and interest on such bonds and the application of the proceeds thereof to the refunding of certain public school improvement bonds of said District; and providing for other matters in connection therewith.
WHEREAS, School District No. 31 of Calcasieu Parish, Louisiana (the “District”) held an election on March 14, 2000, within said District, wherein the following proposition was proposed to and approved by the electorate of the District, to-wit:
BOND PROPOSITION
SUMMARY: AUTHORITY FOR SCHOOL DISTRICT NO. 31 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $38,000,000 OF UP TO 20-YEAR PUBLIC SCHOOL IMPROVEMENT BONDS FOR ACQUIRING AND/OR IMPROVING SCHOOL BUILDINGS AND OTHER SCHOOL RELATED FACILITIES WITHIN THE DISTRICT, SAID BONDS TO BE PAYABLE FROM AD VALOREM TAXES.
Shall School District No. 31 of Calcasieu Parish, Louisiana, incur debt and issue bonds in an amount not exceeding $38,000,000 for a period not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding twelve (12%) percent per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for said School District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which said bonds shall be retired with, paid from and secured by ad valorem taxes on all taxable property within the limits of School District No. 31 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest?
WHEREAS, the District has heretofore issued $15,000,000 of its General Obligation Public School Improvement Bonds, 2000 Series, dated May 1, 2000 on original issue, of which $13,215,000 is currently outstanding (the “Outstanding Bonds”) which Outstanding Bonds are payable from a pledge and dedication of that portion of the net avails or proceeds of ad valorem taxes levied on all properties subject to taxation within the District, all in accordance with Article VI, Section 33 and Article VII, Section 26(E) of the Constitution of the State of Louisiana, and those portions of Part II of Article VII of the Constitution of 1974 of the State of Louisiana not repealed by the 1977 Louisiana Legislature, and Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter; and
WHEREAS, the Calcasieu Parish School Board, State of Louisiana, governing authority of the District has found and determined that advance refunding the callable maturities of the Outstanding Bonds, consisting of those bonds which mature on May 1, 2011 to May 1, 2020, inclusive (the “Refunded Bonds”), would be advantageous to the District;
WHEREAS, the Calcasieu Parish School Board has adopted a preliminary resolution on March 1, 2005, expressing its intention to issue general obligation refunding bonds of the District, 2005 Series A, in an amount not to exceed $11,000,000 pursuant to the Act;
WHEREAS, the State Bond Commission, on March 17, 2005, adopted a resolution granting authority for issuance of the Bonds in the principal amount not exceeding $11,000,000;
WHEREAS, pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, it is now the desire of the District to adopt this Bond Resolution in order to provide for issuance by the District of $10,415,000 principal amount of its General Obligation Refunding Bonds, 2005 Series A (the “Bonds”), for the purpose of advance refunding the Refunded Bonds, to fix the details of the Bonds and to sell the Bonds to the purchasers thereof;
WHEREAS, in connection with refunding of the Refunded Bonds, the District has found and determined that it would be of substantial benefit to purchase a municipal bond insurance policy as more fully provided for herein, and to authorize acquisition thereof;
WHEREAS, it is further necessary to provide for application of the proceeds of the Bonds and to provide for other matters in connection with payment or redemption of the Refunded Bonds;
WHEREAS, in connection with issuance of the Bonds, it is necessary that provision be made for payment of the principal, interest and redemption premium, if any, of the Refunded Bonds described in Exhibit A hereto, and to provide for the call for redemption of the Refunded Bonds, pursuant to a Notice of Call for Redemption;
WHEREAS, it is necessary that this School Board as the governing authority of the District, prescribe the form and content of the Escrow Deposit Agreement providing for payment of the principal, premium and interest of the Refunded Bonds and authorize execution thereof as hereinafter provided;
WHEREAS, the District desires to sell the Bonds to the purchasers thereof and to fix the details of the Bonds and the terms of the sale of the Bonds in accordance with the Bond Purchase Agreement attached hereto as Exhibit D;
NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, State of Louisiana, acting as the governing authority of the District, that: ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions. The following terms shall have the following meanings in this resolution unless the context otherwise requires:
“Act” shall mean Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.
“Bond” or “Bonds” shall mean any or all of the General Obligation Refunding Bonds, 2005 Series A of the District, issued pursuant to this Bond Resolution, as the same may be amended from time to time, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued Bond. The Bonds shall be secured by and payable from ad valorem taxes levied upon taxable properties within the District, and insured by a Municipal Bond Insurance Policy.
“Bondholder,” “Registered Owner,” or “Owner” shall mean the Person reflected as registered owner of any of the Bonds on the registration books maintained by the Paying Agent. Notwithstanding any provision of this Bond Resolution to the contrary, the Insurer shall, at all times, be deemed an owner of all the Bonds for the purposes of consenting to any resolution supplementing or amending this Bond Resolution, and shall be notified in advance of the adoption of any resolution supplemental or amendatory hereto whether or not the consent of the Owners is required.
“Bond Counsel” shall mean an attorney or firm of attorneys whose experience in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized.
“Bond Obligation” shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.
“Bond Resolution” shall mean the resolution authorizing issuance of the Bonds, as further amended and supplemented as herein provided.
“Bond Year” shall mean the one-year period ending on the principal payment date on the Bonds (May 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 Escrow Agent and the Paying Agent are located are required or authorized to remain closed and on which the New York Stock Exchange is closed.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Costs of Issuance” shall mean all items of expense, directly or indirectly payable or reimbursable and related to the authorization, sale and issuance of the Bonds, including but not limited to printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees and charges for the preparation and distribution of a preliminary official statement and official statement, if paid by the Issuer, fees and disbursements of consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, costs and expenses of refunding, premiums for the insurance policy securing payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the District in connection with the original issuance of Bonds.
“Debt Service” for any period shall mean, as of the date of calculation, an amount equal to the sum of (i) interest payable during such period on Bonds and (ii) the principal amount of Bonds which mature during such period.
“Defeasance Obligations” shall mean (a) cash or (b) non callable Government Securities.
“District” shall mean School District No. 31 of Calcasieu Parish, State of Louisiana.
“Escrow Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, and its successor or successors, and any other person which may at any time be substituted in its place pursuant to the Bond Resolution.
“Escrow Agreement” shall mean the Escrow Deposit Agreement dated as of July 1, 2005, between the District and the Escrow Agent, substantially in the form attached hereto as Exhibit B, as the same may be amended from time to time, the terms of which Escrow Agreement are incorporated herein by reference.
“Executive Officers” shall mean the President, the Secretary, and the Chief Financial Officer of the Calcasieu Parish School Board.
“Fiscal Year” shall mean the one-year period commencing on July 1 of each year, or such other one-year period as may be designated by the Governing Authority as the fiscal year of the District.
“Governing Authority” shall mean the School Board of Calcasieu Parish, State of Louisiana, or its successor in function.
“Government Securities” shall mean direct general obligations of, or obligations the timely payment of principal of and interest on which are fully and unconditionally guaranteed by, the United States of America, which may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form.
“Insurer” shall mean, with respect to the Bonds, Financial Security Assurance Inc., New York, New York, or its successor and assigns.
“Interest Payment Date” shall mean May 1 and November 1 of each year, commencing November 1, 2005.
“Municipal Bond Insurance Policy” shall mean the municipal bond new issue insurance policy issued by the Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein.
“Outstanding,” when used with reference to the Bonds, shall mean as of any date, all Bonds theretofore issued under the Bond Resolution, except:
1. Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;
2. Bonds for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent or an escrow agent in trust for the owners of such Bonds with the effect specified in Section 11.1 of this Bond Resolution, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to the Bond Resolution, to the satisfaction of the Paying Agent, or waived;
3. Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to the Bond Resolution; and
4. Bonds alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in the Bond Resolution or by law.
“Paying Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the city of Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Bond Resolution, and thereafter "Paying Agent" shall mean such successor Paying Agent.
“Person” shall mean any individual, corporation, partnership, joint venture, association joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Pledged Tax Revenues” shall mean the net avails or proceeds of the unlimited ad valorem tax levied against all assessable properties within the District, as approved by the electorate of the District in an election previously held therein.
“Qualified Investments” shall mean (i) cash, (ii) Government Securities, and (iii) time certificates of deposit of state banks organized under the laws of the State and national banks having their principal office in the State which are fully collateralized by government securities as provided by Louisiana law, or any other investment security which may be permitted by Louisiana law and approved in writing by the Insurer with notice to Standard & Poor’s Corporation.
“Record Date” shall mean, with respect to an Interest Payment Date, the close of business on the fifteenth calendar day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
“Refunded Bonds” shall mean those bonds of the District’s outstanding General Obligation Public School Improvement Bonds, 2000 Series, dated May 1, 2000 on original issue, maturing May 1, 2011 to May 1, 2020, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.
“State” shall mean the State of Louisiana.
“Underwriters” shall mean Crews & Associates, Inc., Little Rock, Arkansas, and Morgan Keegan & Company, Inc., New Orleans, Louisiana.
SECTION 1.2. Interpretation. In this Bond Resolution, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and (c) the title of the offices used in this Bond Resolution shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.
ARTICLE II
AUTHORIZATION AND ISSUANCE OF BONDS
SECTION 2.1. Authorization of Bonds. This Bond Resolution creates an issue of Bonds to be designated “General Obligation Refunding Bonds, 2005 Series A, of School District No. 31 of Calcasieu Parish, Louisiana” and provides for the full and final payment of the principal or redemption price of, and interest on all the Bonds.
(b) The Bonds issued under this Bond Resolution shall be issued for the purpose of advance refunding the Refunded Bonds through escrow of a portion of the proceeds of the Bonds, together with other available moneys of the District, in Government Securities plus an initial cash deposit, in accordance with the terms of the Escrow Agreement, in order to provide for payment of the principal of, premium, if any, and interest on the Refunded Bonds as they mature or upon earlier redemption as provided in Section 13.1 hereof.
(c) Provision having been made for the orderly payment until maturity or earlier redemption of all the Refunded Bonds, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Bond Resolution, provision will have been made for the performance of all covenants and agreements of the District incidental to the Refunded Bonds, and accordingly, and in compliance with all that is herein provided, the District is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that the Refunded Bonds are paid from the Government Securities and funds so escrowed in accordance with the provisions of the Escrow Agreement, and that the Refunded Bonds will be defeased pursuant to the terms of the resolution of the Governing Authority which authorized their issuance, and the Act.
(d) The Escrow Agreement is hereby approved by the Governing Authority of the District and the Executive Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the District substantially in the form of Exhibit B hereof, with such changes, additions, deletions or completions deemed appropriate by such signing officials, and it is expressly provided and covenanted that all of the provisions for payment of the principal of, premium, if any, and interest on the Refunded Bonds from the special trust fund created under the Escrow Agreement shall be strictly observed and followed in all respects.
(e) The District does hereby find that since substantial benefits will accrue from the insurance of the Bonds, the Bonds are being insured by the Insurer and an appropriate legend shall be printed on the Bonds as evidence of such insurance. The cost of the Municipal Bond Insurance Policy shall be paid by the District from proceeds of the Bonds.
SECTION 2.2. Bond Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Bonds by those who shall own the same from time to time, the provisions of this Bond Resolution shall be a part of the contract of the District with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the District and the Owners from time to time of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the District shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, each of which Bonds, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Resolution.
SECTION 2.3. Obligation of Bonds. The Bonds shall be secured by and payable in principal, premium, if any, and interest solely from an irrevocable pledge and dedication of the Pledged Tax Revenues. The Pledged Tax Revenues are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for payment of the Bonds in principal, premium, if any, and interest as they shall become due and payable, and for other purposes hereinafter set forth in this Bond Resolution. All of the Pledged Tax Revenues shall be set aside in a separate fund as hereinafter provided, and shall be and remain pledged for the security and prompt payment of the Bonds, in principal, premium, if any, and interest and for all other payments provided for in this Bond Resolution until such Bonds shall have been fully paid and discharged.
SECTION 2.4. Authorization and Designation. Pursuant to the provisions of the Act, there is hereby authorized issuance of $10,415,000 principal amount of Bonds to be designated “General Obligation Refunding Bonds of School District No. 31 of Calcasieu Parish, Louisiana, 2005 Series A,” for the purpose of advance refunding the Refunded Bonds. The Bonds shall be in substantially the form set forth in Exhibit C hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Bond Resolution.
SECTION 2.5. Denominations, Dates, Maturities and Interest. The Bonds are issuable as fully registered bonds without coupons in the denominations of $5,000 principal amount or any integral multiple thereof within a single maturity, and shall be numbered R-00l upwards.
The Bonds shall be dated July 1, 2005, shall bear interest payable on May 1 and November 1 of each year, commencing November 1, 2005, 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 May 1 in the years and in the principal amounts set forth below:
DATE PRINCIPAL INT DATE PRINCIPAL INT (May 1) PAYMENT RATE (May 1) PAYMENT RATE 2006 180,000.00 3.000% 2013 935,000.00 5.000% 2007 105,000.00 3.000% 2014 985,000.00 4.000% 2008 110,000.00 3.000% 2015 1,030,000.00 4.000% 2009 115,000.00 3.000% 2016 1,080,000.00 3.750% 2010 115,000.00 3.125% 2017 1,120,000.00 3.800% 2011 850,000.00 3.350% 2018 1,175,000.00 4.000% 2012 885,000.00 5.000% 2019 1,220,000.00 4.000% 2020 510,000.00 4.000%
The principal and premium, if any, of the Bonds are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof. Interest on the Bonds is payable by check mailed on or before the Interest Payment Date by the Paying Agent to the Owner (determined as of the Record Date) at the address of such Owner as it appears on the registration books of the Paying Agent maintained for such purpose. Except as otherwise provided in this Section, Bonds shall bear interest from date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, provided, however, that if and to the extent that the District shall default in payment of interest on any Bonds due on any Interest Payment Date, then all such Bonds shall bear interest at their stated rate from the most recent Interest Payment Date to which interest has been paid on the Bonds, or if no interest has been paid on the Bonds, from their dated date. The person in whose name any Bond is registered at the close of business on the Record Date with respect to an Interest Payment Date shall in all cases be entitled to receive the interest payable on such Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) not withstanding cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
ARTICLE III
GENERAL TERMS AND PROVISIONS OF THE BONDS
SECTION 3.1. Exchange of Bonds; Persons Treated as Owners. The District shall cause books for the registration and for the registration of transfer of the Bonds as provided in this Bond Resolution to be kept by the Paying Agent at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Bonds. At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the District, the Insurer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds. Upon the occurrence and continuance of an Event of Default, as defined in Section 9.1, which would require the Insurer to make payments under the Municipal Bond Insurance Policy, the Insurer and its designated agent shall be provided with access to inspect and copy the registration books of the District for the Bonds.
Upon surrender for registration of transfer of any Bond, the Paying Agent shall register and deliver in the name of the transferee or transferees one or more new fully registered Bonds of authorized denomination of the same maturity and like aggregate principal amount. At the option of the Owner, Bonds may be exchanged for other Bonds of authorized denominations of the same maturity and like aggregate principal amount, upon surrender of the Bonds to be exchanged at the principal corporate trust office of the Paying Agent. Whenever any Bonds are so surrendered for exchange, the Paying Agent shall register and deliver in exchange therefor the Bond or Bonds which the Bondholder making the exchange shall be entitled to receive. All Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form and with a guaranty of signature satisfactory to the Paying Agent, duly executed by the Owner or his attorney duly authorized in writing.
No service charge to the Owners shall be made by the Paying Agent for any exchange or registration of transfer of Bonds. The Paying Agent may require payment by the person requesting an exchange or registration of transfer of Bonds of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The District and the Paying Agent shall not be required (a) to issue, register the transfer of or exchange any Bond during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date, or any date of selection of Bonds to be redeemed and ending at the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to register the transfer of or exchange any Bond so selected for redemption in whole or in part.
All Bonds delivered upon any registration of transfer or exchange of Bonds shall be valid obligations of the District, evidencing the same debt and entitled to the same benefits under this Bond Resolution as the Bonds surrendered. Prior to due presentment for registration of transfer of any Bond, the District, the Insurer and the Paying Agent, and any agent of the District, the Insurer or the Paying Agent may deem and treat the person in whose name any Bond is registered as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary.
SECTION 3.2. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated or be improperly canceled, or be destroyed, stolen or lost, the Governing Authority may in its discretion adopt a resolution and thereby authorize issuance and delivery of a new Bond in exchange for and substitution for such mutilated or improperly canceled Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Owner (i) furnishing the District, the Insurer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the District, the Insurer and the Paying Agent, (ii) giving to the District, the Insurer and the Paying Agent an indemnity bond in favor of the District, the Insurer and the Paying Agent in such amount as the District and the Insurer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the District and the Insurer may prescribe and (iv) paying such expenses as the District, the Insurer and the Paying Agent may incur. All Bonds so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section 3.4 hereof. If any Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof any such duplicate Bond issued pursuant to this Section shall constitute an original, additional, contractual obligation on the part of the District, whether or not the lost, stolen or destroyed Bond be at any time found by anyone. Such duplicate Bond shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause: “This Bond is issued to replace a lost, canceled or destroyed Bond under the authority of La. R.S. 39:971 through 39:974.”
Such duplicate Bond may be signed by the facsimile signatures of the same officers who signed the original Bonds, provided, however, that in the event the officers who executed the original Bonds are no longer in office, then the new Bonds may be signed by the officers then in office. Such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment as provided herein with respect to all other Bonds hereunder, the obligation of the District upon the duplicate Bonds being identical to their obligations upon the original Bonds and the rights of the Owner of the duplicate Bonds being the same as those conferred by the original Bonds.
SECTION 3.3. Preparation of Definitive Bonds, Temporary Bonds. Until the definitive Bonds are prepared, the District may execute, in the same manner as is provided in Section 3.5, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds except as to the denominations, one or more temporary typewritten Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to temporary Bonds.
SECTION 3.4. Cancellation of Bonds. All Bonds paid or redeemed either at or before maturity, together with all Bonds purchased by the District, shall thereupon be promptly cancelled by the Paying Agent. The Paying Agent shall thereupon promptly furnish to the Executive Officers an appropriate certificate of cancellation.
SECTION 3.5. Execution. The Bonds shall be executed in the name and on behalf of the District by the manual or facsimile signatures of the President and Secretary of the Calcasieu Parish School Board, and the corporate seal of the Calcasieu Parish School Board (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Said officers shall, by the execution of the Bonds, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Bonds or any legal opinion certificate thereon, and the District may adopt and use for that purpose the facsimile signature of any person or persons who shall have been such officer at any time on or after the date of such Bond, notwithstanding that at the date of such Bond such person may not have held such office or that at the time when such Bond shall be delivered such person may have ceased to hold such office.
SECTION 3.6. Registration by Paying Agent and Secretary of State. (a) No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Resolution unless and until a certificate of registration on such Bond substantially in the form set forth in Exhibit C hereto shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.
(b) The Bonds shall also be registered with the Secretary of State of Louisiana (which registration shall be by manual signature on the Bonds issued upon original issuance of the Bonds and by facsimile signature on Bonds exchanged therefor) and shall have endorsed thereon the following:
“OFFICE OF SECRETARY OF STATE STATE OF LOUISIANA BATON ROUGE, LOUISIANA
This Bond secured by a tax. Registered on the _________ day of July, 2005.
_________________________________ Secretary of State”
SECTION 3.7. Regularity of Proceedings. The District, having investigated the regularity of the proceedings had in connection with issuance of the Bonds, and having determined the same to be regular, each of the Bonds shall contain the following recital, to-wit:
“It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana.”
ARTICLE IV
PAYMENT OF BONDS; DISPOSITION OF FUNDS
SECTION 4.1. Deposit of Funds With Paying Agent. The District covenants that it will deposit or cause to be deposited with the Paying Agent from the moneys derived from collection of the Pledged Tax Revenues or other funds available for such purpose, at least one (1) Business Day in advance of the date on which payment of principal, premium, if any, and/or interest falls due on the Bonds, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.
SECTION 4.2. District Obligated to Collect Tax. In compliance with the laws of the State, the District, through the Governing Authority, by proper resolutions and/or ordinances is obligated to cause the ad valorem taxes to continue to be assessed, levied and collected for the full period of their authorization or until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereof, and further the District shall not discontinue or terminate or permit to be discontinued or terminated the ad valorem taxes in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would adversely effect the amount of the Pledged Tax Revenues to be received by the District until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereto.
SECTION 4.3. Funds and Accounts. In order that principal of and interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the District further covenants as follows: All avails or proceeds of the ad valorem taxes constituting Pledged Tax Revenues shall be deposited as the same may be collected to the credit of the District, in a separate and special bank account established and maintained with the regularly designated fiscal agent of the Calcasieu Parish School Board and designated “School District No. 31 2005 General Obligation Refunding Bond Sinking Fund” (the “Sinking Fund”). Funds on deposit in the Sinking Fund shall constitute dedicated funds of the District, from which appropriations and expenditures by the District shall be made solely for the purposes of paying the principal of, interest on, and redemption premium, if any, of the Bonds. Said fiscal agent shall transfer from said Sinking Fund to the paying agent bank or banks for all Bonds payable from said fund, at least one (1) Business Day in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest so falling due on such date.
All or any part of the moneys in the Sinking Fund shall, at the written request of the District, be invested in Qualified Investments, provided that Bond proceeds representing accrued interest, if any, shall be invested in Government Securities, maturing prior to the first interest payment date of the respective issues of bonds as herein provided. All income derived from such investments shall be added to the applicable Sinking Fund, and such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which the Sinking Fund is herein created.
SECTION 4.4. Funds to Constitute Trust Funds. The Sinking Fund provided for in Section 4.3 hereof shall all be and constitute a trust fund for the purposes provided in this Bond Resolution, and the Owners of Bonds issued pursuant to this Bond Resolution are hereby granted a lien on all such funds until applied in the manner provided herein. The moneys in such fund shall at all times be secured to the full extent thereof by the bank or trust company holding such funds in the manner required by the laws of the State.
SECTION 4.5. Method of Valuation and Frequency of Valuation. In computing the amount in any fund provided for in Section 4.3, investments shall be valued at the lower of cost or market price, exclusive of accrued interest. With respect to the Sinking Fund valuation shall occur annually. If any investment in the Sinking Fund ceases to be a Qualified Investment, then such non-conforming investment shall be sold or liquidated (unless otherwise approved by the Insurer) and the proceeds thereof invested in Qualified Investments.
ARTICLE V
REDEMPTION OF BONDS
SECTION 5.1. Optional Redemption. Those Bonds maturing May 1, 2014 and thereafter, shall be callable for redemption at the option of the District prior to their stated maturities, in full at any time on or after May 1, 2013, or in part, in the inverse order of their maturities, and if less than a full maturity then by lot within such maturity, on any Interest Payment Date on or after May 1, 2013, at a redemption price of 100% of the principal amount of each Bond redeemed, together with accrued interest to the date fixed for redemption.
In the event a Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Any Bond which is to be redeemed only in part shall be surrendered at the principal corporate trust office of the Paying Agent and there shall be delivered to the Owner of such Bond, a Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
SECTION 5.2. Notice to Paying Agent. In the case of any redemption of Bonds, the District shall give written notice to the Paying Agent and the Insurer of the election so to redeem and the redemption date, and of the principal amounts and numbers of the Bonds or portions of Bonds of each maturity to be redeemed. Such notice shall be given at least forty-five (45) days prior to the redemption date.
SECTION 5.3. Selection of Bonds to be Redeemed by Lot. In the event of redemption of less than all the outstanding Bonds of like maturity, such Bonds shall be redeemed by lot or in such other manner as shall be deemed fair and equitable by the Paying Agent for random selection.
SECTION 5.4. Notice of Redemption. Notice of any such redemption shall be given by the Paying Agent by mailing a copy of the redemption notice by first class mail postage prepaid, not less than thirty (30) days prior to the date fixed for redemption, to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books maintained by the Paying Agent and to the Insurer. In no event shall any notice of redemption be given to the Owners, other than with respect to the Bonds that are the subject of a refunding unless the District shall have theretofore deposited moneys available therefore with the Paying Agent in an amount which, in addition to other amounts, if any, available therefor held by the Paying Agent, will be sufficient to redeem on the redemption date, at the redemption price thereof together with accrued interest to the redemption date, all of the Bonds to be redeemed. Failure to give such notice by mailing to any Owner or the Insurer, or any defect therein, shall not affect the validity of any proceedings for the redemption of other Bonds.
All notices of redemption shall state (i) the redemption date; (ii) the redemption price; (iii) if less than all the Bonds are to be redeemed, the identifying number (and in the case of partial redemption, the respective principal amounts) and CUSIP number of the Bonds to be redeemed; (iv) that on the redemption date the redemption price will become due and payable on each such Bond and interest thereon will cease to accrue thereon from and after said date; and (v) the place where such Bonds are to be surrendered for payment. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner of such Bonds receives the notice. On or before any redemption date the Paying Agent shall segregate and hold in trust funds furnished by the District for payment of the Bonds or portions thereof called, together with accrued interest thereon and premium, if any, to the redemption date. Upon the giving of notice and deposit of funds for redemption, interest on such Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption. If said moneys shall not be so available on the redemption date, such Bonds shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption. No payment shall be made by the Paying Agent upon any Bond or portion thereof called for redemption until such Bond or portion thereof shall have been delivered for payment or cancellation or the Paying Agent shall have received the items required by Section 3.2 with respect to any mutilated, lost, stolen or destroyed Bond. Upon surrender of any Bond for redemption in part only, the Paying Agent shall register and deliver to the Owner thereof a new Bond or Bonds of authorized denominations of maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered.
SECTION 5.5. Payment of Redeemed Bonds. Notice having been given in the manner provided in Section 5.4, the Bonds or portions thereof so called for redemption shall become due and payable on the redemption date so designated at the redemption price, plus interest accrued and unpaid to the redemption date, and, upon presentation and surrender thereof at the office specified in such notice, such Bonds or portions thereof shall be paid at the redemption price plus interest accrued and unpaid to the redemption date.
SECTION 5.6. Purchase of Bonds. The Paying Agent shall endeavor to apply any moneys furnished by the District for the redemption of Bonds (but not committed to the redemption of Bonds as to which notice of redemption has been given) to the purchase of appropriate outstanding Bonds. In accordance with Section 3.4, any Bonds so purchased shall be canceled. Subject to the above limitations, the Paying Agent, at the direction of the District, shall purchase Bonds at such times, for such prices, in such amounts and in such manner (whether after advertisement for tenders or otherwise) with monies made available by the District for such purpose, provided, however, that the Paying Agent shall not expend amounts for the purchase of Bonds of a particular maturity (excluding accrued interest, but including any brokerage or other charges) in excess of the amount that would otherwise be expended for the redemption of Bonds of such maturity, plus accrued interest, and, provided further, that the District may, in its discretion, direct the Paying Agent to advertise for tenders for the purchase of Bonds not less than sixty (60) days prior to any date for redemption of Bonds.
ARTICLE VI
PARTICULAR COVENANTS, ADDITIONAL BONDS
SECTION 6.1. Obligation of the District in Connection with Issuance of the Bonds. As a condition of the issuance of the Bonds, the District hereby binds and obligates itself to: (a) deposit irrevocably in trust with the Escrow Agent under the terms and conditions of the Escrow Agreement, as hereinafter provided, an amount of the proceeds derived from issuance and sale of the Bonds (exclusive of accrued interest), together with additional moneys of the District, as will enable the Escrow Agent to immediately purchase non callable Government Securities described in the Escrow Agreement, which, together with the initial cash deposit deposited therein, shall mature in principal and interest in such a manner as to provide at least the required cash amount on or before each payment date for the Refunded Bonds (said amounts being necessary on each of the designated dates to pay and retire or redeem the Refunded Bonds, including premiums, if any, payable upon redemption); (b) deposit in trust with the Escrow Agent such amount of the proceeds of the Bonds as will enable the Escrow Agent to pay the Costs of Issuance and the costs properly attributable to the establishment and administration of the Escrow Fund.
Prior to or concurrently with delivery of the Bonds, the District shall obtain a mathematical verification of an independent certified public accountant that moneys and obligations required to be irrevocably deposited in trust in the Escrow Fund with the Escrow Agent, together with earnings to accrue thereon, will always be sufficient for payment of principal of, premium, if any, and interest on the Refunded Bonds through their redemption.
SECTION 6.2. Payment of Bonds. The District shall budget in each Fiscal Year sufficient Pledged Tax Revenues to make all payments required by Section 4.3 in such Fiscal Year, and shall also duly and punctually pay or cause to be paid as herein provided, the principal of every Bond and the interest thereon, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof.
SECTION 6.3. Tax Covenants. (A) To the extent permitted by the laws of the State, the District will comply with the requirements of the Code to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The District shall not take any action or fail to take any action, nor shall they permit at any time or times any of the proceeds of the Bonds or any other funds of the District to be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any Bond to be an “arbitrage bond” as defined in the Code or would result in the inclusion of the interest on any Bond in “gross income” under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Bonds, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (iii) the use of proceeds of the Bonds in a manner which would cause the Bonds to be “private activity bonds” under the Code.
(B) The District shall not permit at any time or times any proceeds of the Bonds or any other funds of the District to be used, directly or indirectly, in a manner which would result in exclusion of interest on any Bond from the treatment afforded by Section 103(a) of the Code, as from time to time amended, or any successor provision thereto.
(C) For purposes of paragraphs (A) and (B) above, “interest” shall include any original issue discount properly allocable to the holder of a Bond.
(D) The District has found and determined that the Bonds herein authorized may not be designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.
SECTION 6.4. Obligation to Collect Taxes. The District recognizes that the Governing Authority is bound under the terms and provisions of law, to levy and impose and cause the enforcement and collection the ad valorem taxes which secure issuance of the Bonds, and to provide for the proper application thereof, until all of the Bonds have been retired as to both principal and interest. Nothing herein contained shall be construed to prevent the Governing Authority from altering or amending from time to time as may be necessary the resolutions and/or ordinances adopted providing for the levying, imposition, enforcement and collection of the ad valorem taxes or any subsequent resolution and/or ordinance providing therefor, provided that such alterations or amendments shall not be made in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. The resolutions and/or ordinances imposing the ad valorem taxes and pursuant to which the ad valorem taxes are being levied, collected and allocated, and the obligation to continue to levy, collect and allocate the ad valorem taxes and to apply the Pledged Tax Revenues in accordance with the provisions of this Bond Resolution, shall be irrevocable until the Bonds have been paid in full as to both principal and interest, and shall not be subject to amendment in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. More specifically, neither the Legislature of Louisiana, nor the District may discontinue the ad valorem taxes or permit to be discontinued the ad valorem taxes in anticipation of the collection of which the Bonds have been issued or in any way make any change in ad valorem taxes which would diminish the amount of the Pledged Tax Revenues to be received by the District until all of the Bonds shall have been retired as to both principal and interest.
SECTION 6.5. Indemnity Bonds. So long as any of the Bonds are outstanding and unpaid, the District shall require all of its officers and employees who may be in a position of authority or in possession of money derived from collection of the ad valorem taxes, to obtain or be covered by a blanket fidelity or faithful performance bond, or independent fidelity bonds written by a responsible indemnity company in amounts adequate to protect the District from loss.
SECTION 6.6. District to Maintain Books and Records. So long as any of the Bonds are outstanding and unpaid in principal or interest, the District shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of the receipts of the ad valorem taxes, including specifically but without limitation, all reasonable and necessary costs and expenses of collection. Not later than six (6) months after the close of each Fiscal Year, the District shall cause an audit of such books and accounts to be made by the Legislative Auditor of the State (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Sinking Funds, and shall provide a copy of such audit to the Insurer immediately upon the completion thereof. Such audit shall be available for inspection upon request by the Owners of any of the Bonds and the Insurer. The District further agrees that the Paying Agent, the Insurer and the Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the District relating to the ad valorem taxes.
SECTION 6.7. Pledged Tax Revenues Not Encumbered. As of this date, the Pledged Tax Revenues are not pledged or encumbered in any way, except to the payment of the Refunded Bonds and other bonds previously issued by the District. ARTICLE VII
SUPPLEMENTAL BOND RESOLUTIONS
SECTION 7.1. Supplemental Resolutions Effective Without Consent of Owners. For any one or more of the following purposes and at any time from time to time, a resolution and/or ordinance supplemental hereto may be adopted, which, upon filing with the Paying Agent and the Insurer of a certified copy thereof, but without any consent of Owners, shall be fully effective in accordance with its terms: (a) to add to the covenants and agreements of the District in the Bond Resolution other covenants and agreements to be observed by the District which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (b) to add to the limitations and restriction in the Bond Resolution other limitations and restrictions to be observed by the District which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (c) to surrender any right, power or privilege reserved to or conferred upon the District by the terms of the Bond Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the District contained in the Bond Resolution; (d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of the Bond Resolution; or (e) to insert such provisions clarifying matters or question arising under the Bond Resolution as are necessary or desirable and are not contrary to or inconsistent with the Bond Resolution as theretofore in effect. Notwithstanding the foregoing, no provision of the Bond Resolution expressly recognizing or granting rights in or to the Insurer may be amended in any manner which affects the rights of the Insurer under the Bond Resolution without the prior written consent of the Insurer.
SECTION 7.2. Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section 7.1, any modification or amendment of the Bond Resolution or of the rights and obligations of the District and of the Owners of the Bonds hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Bond Obligation at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentages of Bonds the consent of the Owner of which is required to effect any such modification or amendment, or change the obligation of the District to levy and collect the ad valorem taxes for payment of the Bonds as provided herein, without the consent of the Owners of all of the Bonds then outstanding, or shall change or modify any of the rights or obligations of either the Paying Agent or the Escrow Agent without its written assent thereto. For purposes of this Section, Bonds shall be deemed to be affected by a modification or amendment of the Bond Resolution if the same adversely affects or diminishes the rights of the Owners of said Bonds. The consent of the Insurer shall be required (i) in addition to Bondholder consent, when required, for the adoption of any supplemental resolution, and all supplemental resolutions must be filed with the Insurer immediately upon adoption, (ii) for removal of the Paying Agent and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholders consent.
ARTICLE VIII
PARITY BONDS
SECTION 8.1. Issuance of Parity Bonds. All of the Bonds shall enjoy complete parity of lien on the Pledged Tax Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The District may issue other bonds or obligations payable from or enjoying a lien on the Pledged Tax Revenues on a parity with the Bonds.
The Bonds or any part thereof, including interest and redemption premiums thereon, may be refunded and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the Bonds which is not refunded, if there be any, and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds refunded.
ARTICLE IX
REMEDIES ON DEFAULT
SECTION 9.1. Events of Default. If one or more of the following events (in this Bond Resolution called Events of Default) shall happen, that is to say,
(a) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise (in determining whether a principal payment default has occurred, no effect shall be given to payments made under the Municipal Bond Insurance Policy); or
(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable (in determining whether an interest payment default has occurred, no effect shall be given to payments made under the Municipal Issue Insurance Policy); or
(c) if default shall be made by the District in the performance or observance of any other of the covenants, agreements or conditions on its part in the Bond Resolution, any supplemental resolution or in the Bonds contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the District by the Insurer or the Owners of not less than 25% of the Bond Obligation (as defined in the Bond Resolution); or
(d) if the District shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law;
then, upon the happening and continuance of any Event of Default, the Insurer and the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law; provided, however, that the exercise of remedies at the direction of the Owners is subject to the prior written consent of the Insurer, and the Insurer, acting alone, shall have the exclusive right to direct any action or remedy to be undertaken so long as it is not then in default of its payment obligations under the Municipal Bond Insurance Policy. Under no circumstances may the principal or interest of any of the Bonds be accelerated. The District shall notify the Insurer immediately upon the occurrence of any Event of Default. No Event of Default shall be waived without the consent of the Insurer. All remedies shall be cumulative with respect to the Paying Agent, the Owners and the Insurer; if any remedial action is discontinued or abandoned, the Paying Agent, the Owners and the Bond Insurer shall be restored to the former positions.
SECTION 9.2. Notice to Insurer of Events of Default. The Paying Agent shall provide the Insurer with immediate notice of any payment default, and notice of any other default known to the Paying Agent within five Business Days of the Paying Agent’s knowledge thereof.
ARTICLE X
CONCERNING FIDUCIARIES
SECTION 10.1. Escrow Agent; Appointment and Acceptance of Duties. Argent Trust, a Division of National Independent Trust Company, N.A., in the City of Ruston, Louisiana, is hereby appointed Escrow Agent. The Escrow Agent shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution by executing and delivering the Escrow Agreement. The Escrow Agent is authorized to file, on behalf of the District, subscription forms for any Government Securities required by the Escrow Agreement.
SECTION 10.2. Paying Agent; Appointment and Acceptance of Duties. The District will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Bond Resolution. The designation of Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by the Bond Resolution by executing and delivering an acceptance of its rights, duties and obligations as Paying Agent set forth herein in form and substance satisfactory to the District.
SECTION 10.3. Successor Paying Agent. Any successor Paying Agent shall (i) be a trust company or bank in good standing, located in or incorporated under the laws of the State, duly authorized to exercise trust powers, (ii) have a combined capital, surplus and undivided profits of at least $30,000,000, or assets under management of at least $25,000,000, (iii) be subject to supervision or examination by Federal or state authority, and (iv) be acceptable to the Insurer. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent, and until written notice thereof shall have been given to the Insurer. The Insurer shall have the right to remove the Paying Agent upon written notice to the District and the Paying Agent. Any successor Paying Agent, if applicable, shall not be appointed unless the Insurer approves such successor in writing. Notwithstanding any other provision of this Bond Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of this Bond Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Municipal Bond New Issue Insurance Policy. ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Defeasance. (a) If the District shall pay or cause to be paid to the Owners of all Bonds then outstanding, the principal and interest to become due thereon, and any amounts which may be then payable by the District with respect to the Municipal Bond New Issue Insurance Policy to the Insurer, at the times and in the manner stipulated therein and in this Bond Resolution, then the covenants, agreements and other obligations of the District to the Bondholders and to the Insurer shall be discharged and satisfied. In such event, the Paying Agent shall, upon the request of the District, execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the District any moneys, securities and funds held by it pursuant to the Bond Resolution which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption.
(b) Bonds or interest installments for the payment of which sufficient Defeasance Obligations shall have been set aside and held in trust by the Paying Agent or an escrow agent (through deposit by the District of funds for such payment or redemption or otherwise) at a maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section.
Any Bond shall, prior to maturity thereof, be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section if (i) there shall have been deposited with the Paying Agent or an escrow agent Defeasance Obligations, in the amounts and having such terms as are necessary to provide moneys (whether as principal or interest) in an amount sufficient to pay when due the principal thereof, together with all accrued interest and (ii) the adequacy of the Defeasance Obligations so deposited to pay when due the principal and all accrued interest shall have been verified by an independent certified public accountant.
No defeasance shall be effective unless the Insurer shall be provided with a copy of the accountant’s verification referred to in (iii) above, together with an opinion of Bond Counsel, addressed to the District, the Insurer and the Paying Agent, that the Bonds are no longer Outstanding under the Bond Resolution and the laws of the State. In connection with the defeasance of any of the Bonds, the escrow agreement shall provide that no substitution of any Defeasance Obligation shall be permitted except with other qualifying Defeasance Obligations and with upon delivery of a new accountant’s verification and opinion of Bond Counsel.
Neither Defeasance Obligations deposited pursuant to this Section nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or redemption price, if applicable, and interest to become due on the Bonds; provided that any cash received from such principal or interest payments on such Defeasance Obligations shall, if permitted by the Code, and to the extent practicable, be reinvested in Defeasance Obligations maturing at times and in amounts sufficient to pay when due the principal or redemption price, if applicable, and interest to become due on said Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Notwithstanding the foregoing, amounts paid by the Insurer under the Municipal Bond New Issue Insurance Policy shall not be deemed to be paid or defeased and shall continue to be due and owing until paid by the District in accordance with this Bond Resolution. All covenants, agreements and other obligations of the District to the Bondholders shall continue to exist and shall run to the benefit of the Insurer, and the Insurer shall be subrogated to the rights of such Bondholders.
SECTION 11.2. Evidence of Signatures of Bondholders and Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which the Bond Resolution may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument appointing any such attorney, or (ii) the ownership by any person of the Bonds shall be sufficient for any purpose of the Bond Resolution (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:
1. The fact and date of execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority;
2. The ownership of Bonds and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent.
(b) Any request or consent by the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the District or the Paying Agent in accordance therewith.
SECTION 11.3. Moneys Held for Particular Bonds. The amounts held by the Paying Agent for the payment due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners of the Bonds entitled thereto. SECTION 11.4. Parties Interested Herein. Nothing in the Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the District, the Insurer, the Paying Agent and Owners of the Bonds any right, remedy or claim under or by reason of the Bond Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Bond Resolution contained by and on behalf of the District shall be for the sole and exclusive benefit of the District, the Insurer, the Paying Agent and Owners of the Bonds.
SECTION 11.5. No Recourse on the Bonds. No recourse shall be had for payment of principal of or interest on the Bonds or for any claim based thereon or on this Bond Resolution against any member of the Governing Authority or officer of the District or any person executing the Bonds.
SECTION 11.6. Successors and Assigns. Whenever in this Bond Resolution the District are named or referred to, it shall be deemed to include their successors, and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the District shall bind and inure to the benefit of their successors, and assigns whether so expressed or not.
SECTION 11.7. Subrogation. In the event the Bonds herein authorized to be issued, or any of them, should ever be held invalid by any court of competent jurisdiction, the Owner or Owners thereof, or the Insurer, shall be subrogated to all the rights and remedies against the District had and possessed by the Owner or Owners of the Refunded Bonds.
SECTION 11.8. Severability. In case any one or more of the provisions of the Bond Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of the Bond Resolution or of the Bonds, but the Bond Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of the Bond Resolution which validates or makes legal any provision of the Bond Resolution or the Bonds which would not otherwise be valid or legal shall be deemed to apply to this Bond Resolution and to the Bonds.
SECTION 11.9. Publication of Bond Resolution; Preemption. This Bond Resolution shall be published one time in the official journal of the Governing Authority; however, it shall not be necessary to publish any exhibits hereto if the same are available for public inspection and such fact is stated in the publication. For thirty days after the date of publication, any person in interest may contest the legality of this Bond Resolution, any provision of the Bonds, the provisions therein made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds. After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of this Bond Resolution, any provisions of the Bonds to be issued pursuant hereto, the provisions for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever. Thereafter, it shall be conclusively presumed that the Bonds are legal and that every legal requirement for the issuance of the Bonds has been complied with. No court shall have authority to inquire into any of these matters after the said thirty days.
SECTION 11.10. Execution of Documents. In connection with issuance and sale of the Bonds, the Executive Officers are each authorized, empowered and directed to execute on behalf of the District such documents, certificates and instruments as they may deem necessary, upon the advice of Bond Counsel, to effect the transactions contemplated by this Bond Resolution, the signatures of the Executive Officers on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder.
SECTION 11.11. Recordation. A certified copy of this Bond Resolution shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of Calcasieu, State of Louisiana.
ARTICLE XII
SALE OF BONDS
SECTION 12.1. Sale of Bonds. The Bonds are hereby awarded to and sold to the Underwriters at a price of $10,415,000.00, plus accrued interest of $6,970.48 and reoffering premium of $147,971.25, less $62,490.00 Underwriters’s Discount, and under the terms and conditions set forth in the Bond Purchase Agreement attached hereto as Exhibit D, and after their execution, registration by the Secretary of State and authentication by the Paying Agent, the Bonds shall be delivered to the Underwriters or their agents or assigns, upon receipt by the District of the agreed purchase price. The Bond Purchase Agreement attached hereto as Exhibit D is hereby approved and accepted and the Executive Officers are hereby authorized, empowered and directed to accept same on behalf of the District and deliver or cause to be executed and delivered all documents required to be executed on behalf of the District or deemed by them necessary or advisable to implement the Bond Resolution or to facilitate the sale of the Bonds.
SECTION 12.2. Official Statement. The District hereby approves the form and content of the composite preliminary Official Statement pertaining to the Bonds, as submitted to the District, and hereby ratifies its prior use in connection with offering and sale of the Bonds. The District further approves the form and content of the final composite Official Statement and hereby authorizes and directs execution thereof by the Executive Officers and delivery of such final Official Statement to the Underwriter for use in connection with the public offering of the Bonds.
SECTION 12.3. Executive Officers Determine Bond Terms. The Executive Officers are hereby designated as representatives of the District and are authorized to accept and execute on behalf of the District an offer of the Underwriters for purchase of the Bonds as expressly set forth in the Bond Purchase Agreement, provided (i) a policy of municipal bond insurance is obtained for the Bonds, and (ii) the offer of purchase by the Underwriters is received by the Executive Officers by not later than June 10, 2005, and such offer sets an average interest rate of less than 4.00% per annum, and a sales price of the Bonds at not less than 98% of the par value thereof (exclusive of bond insurance premium), plus accrued interest to the date of delivery of the Bonds. The Executive Officers may, in their discretion, establish on behalf of the District the par value of the Bonds, the interest rates payable thereon as well as the annual principal maturities thereof.
The Executive Officers be and they are hereby authorized and directed to take all actions in conformity with the Act, if necessary, or reasonably required to effectuate the issuance, sale and delivery of the Bonds and shall take all action necessary or desirable in conformity with the Act for carrying out, giving effect to and consummating the transactions contemplated by the Bonds, this Bond Resolution, the Bond Purchase Agreement, the Preliminary Official Statement and the Final Official Statement, including without limitation, the execution and delivery of any closing documents in connection with the issuance, sale and delivery of the Bonds. The Executive officers are specifically authorized to approve such changes to said documents as are necessary and appropriate and not contrary to the general tenor thereof, such approval to be conclusively evidenced by such execution thereof.
ARTICLE XIII
REDEMPTION OF REFUNDED BONDS
SECTION 13.1. Call for Redemption. Subject only to delivery of the Bonds, the Refunded Bonds are hereby irrevocably called for redemption on May 1, 2010, at a redemption price of 100% of the principal amount of each bond so redeemed, and accrued interest to the date of redemption, in compliance with the resolution authorizing their issuance.
SECTION 13.2. Notice of Redemption. In accordance with the resolution authorizing issuance of the Refunded Bonds, notice of redemption in substantially the form attached hereto as Exhibit E, shall be given by means of first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, addressed to the registered owner of each bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds. ARTICLE XIV
PROVISIONS RELATING TO INSURER
SECTION 14.1. Notices and Information to Insurer. The District agrees to provide the Insurer with the following information:
(i) Within 120 days after the end of each Fiscal Year of the District, the District’s budget for the new year, annual audited financial statements (as soon as available if not within 120 days), and, if not presented in the audited financial statements, a statement of the Pledged Tax Revenues pledged to payment of the Bonds in such Fiscal Year;
(ii) Official Statement or other disclosure, if any, prepared in connection with issuance of additional debt, whether or not it is on parity with the Bonds within 30 days after the sale thereof; and
(iii) Such additional information as the Insurer may reasonably request from time to time.
The District further agrees to notify the Insurer of any failure of the District to provide relevant notices, certificates and other information required of the District pursuant to this Bond Resolution.
The District will permit the Insurer to discuss the affairs, finances and accounts of the District or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District, and to have access and to make copies of all books and records relating to the Bonds at any reasonable time.
In the event the District fails to comply with the requirements set forth in (i) through (iv) above, the Insurer shall have the right to direct an accounting at the District’s expense, and the District’s failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from the Insurer shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any Owner of the Bonds.
Notwithstanding any other provision of this Bond Resolution, the District shall immediately notify the Insurer if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder.
SECTION 14.2. Payment Procedure Under Municipal Bond New Issue Insurance Policy. For so long as the Municipal Bond New Issue Insurance Policy shall be in full force and effect, the District and the Paying Agent agree to comply with the following provisions:
(a) At least one (1) day prior to all Interest Payment Dates the Paying Agent will determine whether there will be sufficient funds in the Sinking Funds to pay the principal of or interest on the Bonds on such Interest Payment Date. If the Paying Agent determines that there will be insufficient funds in such Sinking Funds, the Paying Agent shall so notify the Insurer. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified the Insurer at least one (1) day prior to an Interest Payment Date, the Insurer will make payments of principal or interest due on the Bonds on or before the first (1st) day next following the date on which the Insurer shall have received notice of nonpayment from the Paying Agent.
(b) The Paying Agent shall after giving notice to the Insurer as provided in (a) above, make available to the Insurer any, at the Insurer’s direction, to the insurance trustee for the Insurer or any successor insurance trustee (the “Insurance Trustee”), the registration books of the District maintained by the Paying Agent and all records relating to the Sinking Fund maintained under this Bond Resolution.
(c) The Paying Agent shall provide the Insurer and the Insurance Trustee with a list of registered Owners of the Bonds entitled to receive principal or interest payments from the Insurer under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered Owners of Bonds entitled to receive full or partial interest payments from the Insurer and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered Owners of Bonds entitled to receive full or partial principal payments from the Insurer.
(d) The Paying Agent shall at the time it provides notice to the Insurer pursuant to (a) above, notify registered Owners of Bonds entitled to receive payment of principal or interest thereon from the Insurer (i) as to the fact of such entitlement, (ii) that the Insurer will remit to them all or part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered Owner’s right to payment, (iii) that should they be entitled to receive full payment of principal from the Insurer, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of the Insurer) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that should they be entitled to receive partial payment of principal from the Insurer, they must surrender their Bonds for payment thereon first to the Paying Agent who shall note on such Bonds the portion of the principal paid by the Paying Agent, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal.
(e) In the event that the Paying Agent has notice that any payment of principal of or interest on a Bond which has become due for payment and which is made to a Bondholder by or on behalf of the District has been deemed a preferential transfer and theretofore recovered from its registered Owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall at the time the Insurer is notified pursuant to (a) above, notify all registered Owners that in the event any registered Owner's payment is so recovered, such registered owner will be entitled to payment from the Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Paying Agent and subsequently recovered from registered Owners and the dates on which such payments were made.
(f) In addition to those rights granted the Insurer under this Bond Resolution, the Insurer shall, to the extent it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note The Insurer's rights as subrogee on the registration books of the District maintained by the Paying Agent, upon receipt from the Insurer of proof of the payment of interest thereon to the registered Owners of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note the Insurer's rights as subrogee on the registration books of the District maintained by the Paying Agent upon surrender of the Bonds by the registered Owners thereof together with proof of the payment of principal thereof.
SECTION 14.3. Insurer As Third Party Beneficiary. To the extent that this Bond Resolution confers upon, gives or grants to the Insurer any right, remedy or claim under or by reason of this Bond Resolution, the Insurer is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder.
SECTION 14.4. Notices to Insurer. Any notices required by this Bond Resolution to be sent to the Insurer shall be addressed as follows:
ARTICLE XVCONTINUING DISCLOSURE UNDERTAKING tc "ARTICLE XVCONTINUING DISCLOSURE UNDERTAKING" SECTION 15.1. Continuing Disclosure. The Chief Financial Officer of the Issuer is hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix H of the official statement issued in connection with the issuance and sale of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).
ADOPTED AND APPROVED on this 21st day of June, 2005.
/s/ Joe A. Andrepont JOE A. ANDREPONT, 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/ Joe A. Andrepont JOE A. ANDREPONT, 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, governing authority of School District No. 31 of Calcasieu Parish,
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 June 21, 2005, 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 School District No. 31 of Calcasieu Parish, Louisiana, on this, the 21st day of June, 2005.
JUDE W. THERIOT, Secretary
SEQ CHAPTER \h \r 1Exhibit A TO BOND RESOLUTION
OUTSTANDING BONDS TO BE REFUNDED
SCHOOL DISTRICT NO. 31 General Obligation Public School Improvement Bonds, 2000 Series dated May 1, 2000 on original issue, as follows:
Date Principal Interest (May 1 ) Payment Rate 2011 $ 730,000 5.200% 2012 775,000 5.300% 2013 820,000 5.350% 2014 870,000 5.350% 2015 920,000 5.450% 2016 980,000 5.500% 2017 1,035,000 5.500% 2018 1,100,000 5.625% 2019 1,160,000 5.625% 2020 1,235,000 5.250%
The Refunded Bonds will be called for redemption on May 1, 2010, at a price of par and accrued interest through the redemption date.
Exhibit B TO BOND RESOLUTION
ESCROW DEPOSIT AGREEMENT
This ESCROW DEPOSIT AGREEMENT, dated as of July 1, 2005, by and between SCHOOL DISTRICT NO. 31 OF CALCASIEU PARISH, LOUISIANA (the “District”), appearing herein through its Governing Authority, the Calcasieu Parish School Board, through its Executive Officers, and ARGENT TRUST, A DIVISION OF NATIONAL INDEPENDENT TRUST COMPANY, in the City of Ruston, Louisiana, a national trust company organized under the laws of the United States of America and duly authorized to exercise corporate trust powers, as escrow agent (the “Escrow Agent”), appearing herein through the hereinafter named officers:
WITNESSETH:
WHEREAS, the District has heretofore issued $15,000,000 of its General Obligation Public School Improvement Bonds, 2000 Series, dated May 1, 2000 on original issue, of which $13,215,000 is currently outstanding (the “Outstanding Bonds”); and
WHEREAS, the Calcasieu Parish School Board, State of Louisiana, governing authority of the District has found and determined that advance refunding the callable maturities of the Outstanding Bonds, consisting of those bonds which mature on May 1, 2011 to May 1, 2020, inclusive (the “Refunded Bonds”), would be advantageous to the District; and
WHEREAS, the District has authorized issuance of $10,415,000 of its General Obligation Refunding Bonds, 2005 Series A (the “Bonds”) for the purpose of refunding the Refunded Bonds, pursuant to a resolution adopted by the Governing Authority of the District on June 21, 2005 (the “Bond Resolution”), the Refunded Bonds to be redeemed being described in the Bond Resolution;
WHEREAS, the Bond Resolution provides that a portion of the proceeds from the sale of the Bonds (exclusive of accrued interest thereon), shall be placed in escrow with the Escrow Agent and, together with the interest earned from the investment thereof, will be sufficient to pay on May 1, 2010, the principal of, premium, if any, and interest on the Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and in order to provide for the aforesaid refunding, the parties hereto agree as follows:
SECTION 1. Establishment of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund (herein called the “Escrow Fund”) to be held in the custody of the Escrow Agent separate and apart from other funds of the District and the Escrow Agent. Receipt of a true and correct copy of the Bond Resolution is hereby acknowledged by the Escrow Agent, and reference herein to or citation herein of any provision of said Bond Resolution shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if fully set forth herein.
SECTION 2. Deposit to Escrow Fund; Application of Moneys. Concurrently with issuance and delivery of the Bonds, the District will cause to be deposited with the Escrow Agent and the Escrow Agent hereby acknowledges receipt of the sum of $_______________ from proceeds of the Bonds (the “Bond Proceeds”), and a transfer of $___________ from the existing funds of the Issuer (the “Existing Funds”). Such funds will be applied as follows:
(i) $____________ of Bond Proceeds to the Escrow Fund to purchase Escrow Obligations (hereinafter defined) described in Schedule A attached hereto;
(ii) $___________ of Bond Proceeds to the Expense Fund created in Section 3 hereof;
(iii) $___________ of Bond Proceeds to pay the premium of the municipal bond insurance policy; and
(iv) $____________ of Bond Proceeds to the Sinking Fund to pay a portion of the interest on the Bonds due on November 1, 2005.
(a) Concurrently with such deposit, the Escrow Agent shall apply the moneys described in (i) and (ii) above to the purchase of the obligations described in Schedule A attached hereto. The obligation listed in Schedule A hereto and any other direct obligations of the United States Government are hereinafter referred to as the “Escrow Obligations.” All documents evidencing the book entries of the Escrow Obligations shall be held by the Escrow Agent and appropriate evidence thereof shall be furnished by the Escrow Agent to the District. As shown in Schedule B attached hereto, the Escrow Obligations shall mature in principal amounts and pay interest in such amounts and at such times so that sufficient moneys will be available from such Escrow Obligations (together with other moneys on deposit in the Escrow Fund) to pay, as the same mature and become due or are redeemed, the principal of, premium, if any, and interest on the Refunded Bonds. The District, on the basis of a mathematical verification of an independent certified public accountant, has heretofore found and determined that the investments described in said Schedule A are adequate in yield and maturity date in order to provide the necessary moneys to accomplish the refunding of the Refunded Bonds.
In the event that, on the date of delivery of the Bonds, there is not delivered to the Escrow Agent any Escrow Obligation described in Schedule A hereto, the Escrow Agent shall accept delivery of cash and/or replacement obligations which are direct, non-callable general obligations of or guaranteed by the United States of America (collectively, “Replacement Obligations”) described in paragraph (b) of this Section, in lieu thereof, and shall hold such Replacement Obligations in the Escrow Fund until the Escrow Obligations described in Schedule A which were not delivered on the date of delivery of the Bonds are available for delivery. The Escrow Agent shall return to the supplier thereof any Replacement Obligations in exchange for and upon receipt of the Escrow Obligations set forth in Schedule A for which such Replacement Obligations described in such paragraph (b) were substituted. The Escrow Agent shall have no power or duty to invest any moneys held in the Escrow Fund or to make substitutions of the Escrow Obligations held in the Escrow Fund or to hereafter sell, transfer or otherwise dispose of such Escrow Obligations, except pursuant to the following subparagraph (b).
(b) An obligation shall qualify as a Replacement Obligation or other permitted substitution obligation only if:
(i) such Replacement Obligation is in an amount, and/or matures in an amount (including any interest received thereon), which together with any cash or Government Securities substituted for the Escrow Obligations listed in Schedule A hereto is equal to or greater than the amount payable on the maturity date of the Escrow Obligation listed in Schedule A hereto for which the substitution occurred,
(ii) such Replacement Obligation matures on or before the next date on which the Government Securities listed in Schedule A hereto which are substituted for will be required for payment of principal of, premium, if any, or interest on the Refunded Bonds, and
(iii) the Escrow Agent shall have been provided with (A) a mathematical verification of an independent certified public accountant that the Replacement Obligations are sufficient to pay the principal, interest and premium of the Refunded Bonds as shown on Schedule C and (B) an opinion of nationally recognized bond counsel to the effect that the substitution is permitted hereunder and has no adverse effect on the exclusion from gross income for federal income tax purposes of interest on the Bonds or the Refunded Bonds.
To the extent that the Escrow Obligations mature before the payment dates referred to in Schedule C, the Escrow Agent may invest for the benefit of the District such cash in other Escrow Obligations provided the investment in such other Escrow Obligations matures on or before dates pursuant to Section 6 in such amounts as equal or exceed the Section 6 requirements and that such investment does not cause the Bonds or the Refunded Bonds to be “arbitrage bonds” under the Internal Revenue Code of 1986, as amended.
(c) The Escrow Agent shall collect and receive the interest accruing and payable on the Escrow Obligation and the maturing principal amounts of the Escrow Obligations as the same are paid and credit the same to the Escrow Fund, so that the interest on and the principal of the Escrow Obligations, as such are paid, will be available to make the payments required pursuant to Section 6 hereof.
(d) In the event there is a deficiency in the Escrow Fund, the Escrow Agent shall notify the District of such deficiency, and the District shall immediately remedy such deficiency by paying to the Escrow Agent the amount of such deficiency. The Escrow Agent shall not be liable for any such deficiency, except as may be caused by the Escrow Agent’s negligence or willful misconduct.
SECTION 3. Establishment of Expense Fund: Use of Moneys in Expense Fund. There is also hereby created and established with the Escrow Agent a special trust account to pay the Costs of Issuance of the Bonds, as defined in the Bond Resolution (herein called the “Expense Fund”) to be held in the custody of the Escrow Agent separate and apart from any other funds of the District and the Escrow Agent, to which the amount of the proceeds derived from the issuance and sale of the Bonds hereinabove set forth are to be deposited. The amounts on deposit in the Expense Fund shall be used for and applied to the payment of the Costs of Issuance of the District in connection with the issuance, sale and delivery of the Bonds and establishment of the funds hereunder. Payment of the aforesaid expenses shall be made by the Escrow Agent from moneys on deposit in such Expense Fund for the purposes listed in Schedule D hereto upon receipt by the Escrow Agent of either an invoice or statement for the appropriate charges, or a written request of the District signed by the Executive Officers of the District, which request shall state, with respect to each payment to be made, the person, firm or corporation to whom payment is to be made, the amount to be paid and the purpose for which the obligation to be paid was incurred. Each such invoice, statement or written request shall be sufficient evidence to the Escrow Agent that the payment requested to be made from the moneys on deposit in such Expense Fund is a proper payment to the person named therein in the amount and for the purpose stated therein, and upon receipt of such invoice, statement or written request, and the Escrow Agent shall pay the amount set forth therein as directed by the terms thereof. When all expenses contemplated to be paid from such Expense Fund have been paid, such fund shall be closed and any balance remaining therein shall be withdrawn by the Escrow Agent and applied by the District to payment of principal of Bonds next falling due.
SECTION 4. Deposit to Escrow Fund Irrevocable. The deposit of moneys in the Escrow Fund shall constitute an irrevocable deposit of said moneys exclusively for the benefit of the owners of the Refunded Bonds and such moneys and Escrow Obligations, together with any income or interest earned thereon, shall be held in escrow and shall be applied solely to the payment of principal of, premium, if any, and interest on the Refunded Bonds. Subject to the requirements set forth herein for the use of the Escrow Fund and the moneys and investments therein, the District covenants and agrees that the Escrow Agent shall have full and complete control and authority over and with respect to the Escrow Fund and moneys and investments therein and the District shall not exercise any control or authority over and with respect to the Escrow Fund and the moneys and investments therein.
SECTION 5. Use of Moneys. The Escrow Agent shall apply the moneys deposited in the Escrow Fund and the Expense Fund and the Escrow Obligations, together with any income or interest earned thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder, or to make substitutions of the Escrow Obligations held hereunder or to sell, transfer or otherwise dispose of the Escrow Obligations acquired hereunder, except as provided in 2(b) above.
The liability of the Escrow Agent for payment of amounts to be paid hereunder shall be limited to the principal of and interest on the Escrow Obligations and cash available for such purposes in the Escrow Fund and the Expense Fund. Any amounts held as cash in the Escrow Fund, or in the Expense Fund shall be held in cash without any investment thereof, not as a deposit with any bank, savings and loan or other depository.
SECTION 6. Payment of Refunded Bonds. The Escrow Agent shall receive the matured principal of and the interest on the Escrow Obligations as the same are payable. On or before each interest payment date on the Refunded Bonds, the Escrow Agent shall transmit to the District or the respective paying agents for the Refunded Bonds in immediately available funds, sufficient amounts for payment of interest on the Refunded Bonds due on said date and any principal of and redemption premiums on the Refunded Bonds due on said date by reason of the redemption of Refunded Bonds, in accordance with Schedule C attached hereto.
SECTION 7. Notice of Redemption. The Escrow Agent will cause a notice of redemption to be given by means of first class mail (postage prepaid) not less than thirty (30) days before May 1, 2010, the redemption date with respect to the Refunded Bonds, such notice to be addressed to the registered owner of each bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds.
SECTION 8. Remaining Moneys in Escrow Fund. Upon retirement of the Refunded Bonds, any amounts remaining in the Escrow Fund shall be paid to the District as its property free and clear of the trust created by the Bond Resolution and this Agreement and shall be transferred to the District.
SECTION 9. Rights of Owners of Refunded Bonds. The escrow created hereby shall be irrevocable and owners of the Refunded Bonds shall have a beneficial interest and a first, prior and paramount claim on all moneys in the Escrow Fund until paid out, used and applied in accordance with this Agreement.
SECTION 10. Fees of Escrow Agent. In consideration of the services rendered by the Escrow Agent under this Agreement, the District has paid to the Escrow Agent its reasonable fees and expenses, and the Escrow Agent hereby acknowledges (i) receipt of such payment and (ii) that it shall have no lien whatsoever upon any moneys in the Escrow Fund. In no event shall the District be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section 10.
The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with execution and delivery of this Agreement, establishment of the Escrow Fund, acceptance of moneys and securities deposited therein, retention of the Escrow Obligations or proceeds thereof or any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any act, omission or error of the Escrow Agent made in good faith and without negligence in the conduct of its duties.
SECTION 11. Records and Reports. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the money deposited to the Escrow Fund and all proceeds thereto. Such books shall be available for inspection at reasonable hours and under reasonable conditions by the District and owners of the Bonds and the Refunded Bonds.
SECTION 12. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of escrow agent hereunder. In such event the District, by appropriate order, shall promptly appoint an escrow agent to fill such vacancy.
Any successor escrow agent shall execute, acknowledge and deliver to the District and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor escrow agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor escrow agent, the District shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor escrow agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor escrow agent a proportional part of the Escrow Agent’s fee hereunder.
The Escrow Agent may be removed at any time by an instrument or concurrent instrument in writing delivered to the Escrow Agent by the District.
SECTION 13. Amendments. This Agreement may be amended with the consent of the District and the Escrow Agent (i) to correct ambiguities, (ii) to strengthen any provision hereof which is for the benefit of the owners of the Refunded Bonds or the Bonds or (iii) to sever any provision hereof which is deemed to be illegal or unenforceable; and provided further that this Agreement shall not be amended unless the District shall deliver an opinion of nationally recognized bond counsel, that such amendments will not cause the Refunded Bonds to be “arbitrage bonds.”
SECTION 14. Enforcement. The District, the paying agent for the Refunded Bonds and the owners of the Refunded Bonds shall have the right to take all actions available under law or equity to enforce this Agreement or the terms hereof. SECTION 15. Successors Bound. All covenants, promises and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the District, the Escrow Agent and the owners of the Refunded Bonds, whether so expressed or not.
SECTION 16. Louisiana Law Governing. This Agreement shall be governed by the applicable laws of the State of Louisiana.
SECTION 17. Termination. This Agreement shall terminate when all of the Refunded Bonds have been paid as aforesaid and any remaining moneys have been paid to the District.
SECTION 18. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the District or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement.
SECTION 19. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Deposit Agreement as of the day and year first above written.
SCHOOL DISTRICT NO. 31 OF ATTEST: CALCASIEU PARISH, LOUISIANA
__________________________ By:___________________________ JUDE W. THERIOT, Secretary JOE A. ANDREPONT, President Calcasieu Parish School Board Calcasieu Parish School Board
ARGENT TRUST, A DIVISION OF NATIONAL INDEPENDENT TRUST COMPANY Ruston, Louisiana, Escrow Agent
ATTESTED: By: Allain G. Davidson, Jr. Senior Vice President Lucius D. McGehee, Jr. Senior Vice President
[S E A L] SCHEDULE A-1 To Escrow Deposit Agreement
SCHEDULE OF ESCROW OBLIGATIONS PURCHASED WITH BOND PROCEEDS
SCHEDULE B To Escrow Deposit Agreement
ESCROW CASH FLOW AND PROOF OF SUFFICIENCY
SCHEDULE C To Escrow Deposit Agreement
DEBT SERVICE ON REFUNDED BONDS
SCHEDULE D To Escrow Deposit Agreement
COSTS OF ISSUANCE
Bond Counsel Fees $_________ Financial Advisor __________ Disclosure Preparation __________ Official Statement Printing __________ State Bond Commission Fees __________ CPA Verification __________ Bond Printing __________ Paying Agent Fees __________ Escrow Agent Fees __________ Rating Agency Fees __________ Bond Insurance Premium __________ Miscellaneous (publication, recordation, etc.) __________
TOTAL $_________
Exhibit C TO BOND RESOLUTION
(FACE OF SERIES A BOND) UNITED STATES OF AMERICA STATE OF LOUISIANA
PARISH OF CALCASIEU REGISTERED REGISTERED
NO. R-____________ $____________
GENERAL OBLIGATION REFUNDING BOND OF SCHOOL DISTRICT NO 31 OF CALCASIEU PARISH, LOUISIANA 2005 SERIES A
DATED DATE INTEREST RATE: MATURITY DATE: CUSIP: July 1, 2005
School District No. 31 of Calcasieu Parish, Louisiana (herein called the “Issuer”), for value received, hereby acknowledges itself indebted and promises to pay to
REGISTERED OWNER:
PRINCIPAL AMOUNT
(Lower Left) OFFICE OF SECRETARY OF STATE STATE OF LOUISIANA BATON ROUGE, LOUISIANA
This Bond secured by a tax. Registered on the ______ day of July, 2005.
____________________________ SECRETARY OF STATE
PAYING AGENT/REGISTRAR’S CERTIFICATE OF REGISTRATION
This Bond is one of the Bonds referred to in the within mentioned Bond Resolution.
Argent Trust, a Division of National Independent Trust Company in the City of Ruston, Louisiana, as Paying Agent/Registrar
By:___________________________
Date of Authentication:
(Lower Right)
or registered assigns, on the maturity date set forth above, the principal amount set forth above, together with interest thereon from the date hereof, said interest payable semi-annually on May 1 and November 1 in each year, beginning November 1, 2005, at the interest rate per annum set forth above until said principal sum is paid. The principal of this Bond upon maturity 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 the City of Ruston, Louisiana (the Paying Agent/Registrar), or successor thereto, upon presentation and surrender hereof. Interest on this Bond is payable by check mailed on each interest payment date by the Paying Agent/Registrar to the registered owner (determined as of the fifteenth calendar day of the month next preceding an Interest Payment Date) at the address as shown on the books of the Paying Agent/Registrar.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond 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, acting as the governing authority of School District No. 31 of Calcasieu Parish, Louisiana, has caused this Bond to be executed in its name by the facsimile signatures of its President and Secretary and the impress or imprint hereon of the seal of said School Board, and this Bond to be dated July 1, 2005.
CALCASIEU PARISH SCHOOL BOARD
/s/ [facsimile] /s/ [facsimile] SECRETARY PRESIDENT
(FORM OF REVERSE OF BOND)
This Bond is one of an issue, the Bonds 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 TEN MILLION FOUR HUNDRED FIFTEEN THOUSAND AND NO/100 ($10,415,000) DOLLARS; said Bonds to mature and issued pursuant to a resolution adopted on June 21, 2005, by the Issuer (the “Bond Resolution”), under and by virtue of Article VI, Section 33 of the Constitution of 1974 of the State of Louisiana, and Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter, and pursuant to proceedings regularly and legally taken by the Issuer, for the purpose of advance refunding the callable maturities of the Issuer’s outstanding General Obligation Public School Improvement Bonds, 2000 Series, dated May 1, 2000.
This Bond and the issue of which it forms a part are payable out of the receipt of unlimited ad valorem taxes levied on all properties subject to taxation within School District No. 31 of Calcasieu Parish, Louisiana, and in compliance with an election held within the Issuer on March 14, 2000 (the “Tax”), all as provided in the Bond Resolution. The governing authority of the Issuer has covenanted and agreed and does hereby covenant and agree not to discontinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which this Bond and the issue of which it forms a part have been issued, nor in any way make any change which would diminish the amount of the Tax revenues to be received by the Issuer until all of such Bonds shall have been paid in principal and interest. For a complete statement of the revenues from which and conditions under which this Bond is issued, and provisions permitting the issuance of pari passu additional bonds under certain conditions, reference is hereby made to the Bond Resolution.
The Paying Agent/Registrar for this issue is Argent Trust, a Division of National Independent Trust Company, Ruston, Louisiana. This Bond shall pass by delivery on the books of the Issuer to be kept for that purpose at the principal corporate trust office of the Registrar and such registration is noted hereon. After such registration no transfer shall be valid unless made on said books at said office by the registered owner in person or by his duly authorized attorney and similarly noted hereon. This Bond may not be discharged from registration by like transfer to bearer. The Issuer and the Registrar may treat the registered owner as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue and shall not be bound by any notice to the contrary.
Bonds maturing May 1, 2014 and thereafter, shall be callable for redemption at the option of the Issuer prior to their stated maturities, in full at any time on or after May 1, 2013, or in part, in the inverse order of their maturities, and if less than a full maturity then by lot within such maturity, on any Interest Payment Date on or after May 1, 2013, at a redemption price of 100% of the principal amount of each Bond redeemed, together with accrued interest to the date fixed for redemption.
In the event a Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Any Bond which is to be redeemed only in part shall be surrendered at the principal corporate trust office of the Paying Agent and there shall be delivered to the Owner of such Bond, a Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana. 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 Bond necessary to constitute the same as a 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 the indebtedness of the Issuer, including this Bond, does not exceed any limitation prescribed by the Constitution and statutes of the State of Louisiana.
ASSIGNMENT
FOR VALUE RECEIVED, , the undersigned, hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney or agent to transfer the within Bond 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 face of the within Bond in every particular, without alteration or enlargement or any change whatever. Legal Opinion
We have acted as bond counsel to School District No. 31 of Calcasieu Parish, Louisiana (the “Issuer”) in connection with issuance by the Issuer of $10,415,000 General Obligation Refunding Bonds, 2005 Series A, dated July 1, 2005 (the “Bonds”). In such capacity, we have examined such law and such certified proceedings, certifications and other documents as we have deemed necessary to render this opinion. All capitalized terms herein, unless otherwise defined, shall have the respective meanings assigned thereto in the Bond Resolution (herein defined). The Bonds are issued for the purpose of advance refunding the callable maturities of the Issuer’s outstanding General Obligation Public School Improvement Bonds, 2000 Series, dated May 1, 2000, on original issue, consisting of those bonds which mature May 1, 2011 through May 1, 2020, inclusive (the “Refunded Bonds”), pursuant to the provisions of (i) Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 and Chapter 14-A, Title 39 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 39:1444-1455) (the “Act”), and (ii) a resolution adopted by the Calcasieu Parish School Board, governing authority of the Issuer, on June 21, 2005 (the “Bond Resolution”).
In accordance with the Bond Resolution, the Issuer has entered into an Escrow Deposit Agreement dated as of July 1, 2005 (the “Escrow Agreement”), with Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as Escrow Agent, pursuant to the provisions of which (i) the proceeds of the Bonds have been deposited with the Escrow Agent and (ii) the Escrow Agent has simultaneously purchased with such proceeds non-callable direct general obligations of the United States of America maturing in principal and interest in such amounts and at such times as will, when added to other monies and securities deposited therewith, together with earnings thereon, provide sufficient monies to pay the principal of, premium, if any, and interest on the Refunded Bonds to the date fixed for redemption.
We have examined (i) the Constitution and statutes of the State of Louisiana (“State”), including the Act; (ii) the Bond Resolution; (iii) a certified transcript of proceedings in connection with issuance of the Bonds; (iv) executed and authenticated Bond 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 Bonds (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 Bond 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 Bonds constitute valid and binding general obligations of the Issuer, and the full faith and credit of the Issuer has been pledged to payment of the Bonds. The Bonds are payable as to both principal and interest from the avails or proceeds of unlimited ad valorem taxes levied against property located within the Issuer. The Issuer has agreed to levy ad valorem taxes on all property located within its boundaries sufficient to pay, as due, the principal of, premium, if any, and interest on, the Bonds.
2. The Bond 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 Bonds.
3. Interest on the Bonds 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 Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements may cause inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. The Issuer has covenanted that it shall not take or permit to be taken any action which would result in interest on the Bonds not being excludable from gross income for federal income tax purposes. We express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein.
4. Interest on the Bonds is exempt from Louisiana income taxes under existing laws.
5. The Escrow Agreement has been duly authorized, executed and delivered by, and constitutes the legal, binding and valid obligation of the Issuer. Upon application of the proceeds of the Bonds as provided in the Bond Resolution and the Escrow Agreement, funds sufficient to pay the Refunded Bonds at maturity or earlier redemption, and all interest to accrue on said Refunded Bonds until such payment will have been irrevocably deposited in trust to make such payments, and the covenants and agreements and other obligations of the Issuer to the owners of the Refunded Bonds will be discharged and satisfied. Provided that this opinion is qualified to the extent that enforceability of the Escrow Agreement may be limited by applicable bankruptcy, moratorium, insolvency, or similar laws or equitable principles from time to time in effect relating to enforcement of creditors’ rights generally.
6. The Bonds are exempt from registration under the Securities Act of 1933 and the Louisiana Blue Sky Laws, and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939.
It is to be understood that rights of the owners of the Bonds and enforceability of the Bonds and the Bond 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.
This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur.
Respectfully submitted, JOSEPH A. DELAFIELD A Professional Corporation
Legal Opinion Certificate
I, the undersigned Secretary of the Calcasieu Parish School Board, governing authority of School District No. 31 of Calcasieu Parish, Louisiana, 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 Bonds 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 Bond.
Secretary
Exhibit D TO THE BOND RESOLUTION
$10,415,000 GENERAL OBLIGATION REFUNDING BONDS OF SCHOOL DISTRICT NO. 31 OF CALCASIEU PARISH, LOUISIANA 2005 SERIES A
June 10, 2005
School District No. 31 through the Calcasieu Parish School Board 1724 Kirkman Street Lake Charles, Louisiana 70601
Gentlemen:
The undersigned, Crews & Associates, Inc., of Little Rock, Arkansas (the “Underwriter”), offers to enter into this agreement with School District No. 31, of Calcasieu Parish, State of Louisiana (the “District”), 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 Underwriter hereby agrees to purchase from the District, and the District hereby agrees to sell to the Underwriter, all (but not less than all) of the above-captioned General Obligation Refunding Bonds, 2005 Series A, of the District (the “Bonds”). The purchase price of the Bonds 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 Bonds are to be issued by the District, acting through the Calcasieu Parish School Board, State of Louisiana, its governing authority (the “Governing Authority”), and are to be secured solely from the avails or proceeds of an unlimited ad valorem property tax levied and collected by or on behalf of the District upon all assessable properties situated within the District, now being levied and collected by the District, pursuant to the Constitution and laws of the State of Louisiana, and in compliance with an election held on March 14, 2000 (the “Tax”), all as provided in the Bond Resolution adopted by the Governing Authority of the District on June 21, 2005 (the “Bond Resolution”). The Bonds are issued pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (the “Act”). The Bonds shall mature on the dates and shall bear interest at the fixed rates, all as described in Schedule II attached hereto. A portion of the proceeds of the Bonds will be deposited with Argent Trust, a Division of National Independent Trust Company, Ruston, Louisiana, as Escrow Agent (the “Escrow Agent”), and invested pursuant to the Escrow Deposit Agreement dated as of July 1, 2005, between the District and the Escrow Agent (the “Escrow Agreement”) and applied to the payment of principal of, premium, if any, and interest on the District’s outstanding General Obligation Public School Improvement Bonds, 2000 Series, dated May 1, 2000, consisting of those bonds maturing May 1, 2011 through and including May 1, 2020, as described in Exhibit A to the Bond Resolution (the “Refunded Bonds”).
Concurrently with delivery of the Bonds, Financial Security Assurance Inc., New York, New York (the “Insurer”) will deliver its policy of insurance insuring payment of principal of and interest on the Bonds 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 Bonds 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 Bonds to certain dealers (including dealers depositing bonds 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, a certificate acceptable to Bond Counsel (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 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 their determination that the Bonds 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 Bond Purchase Agreement on behalf of itself and others to whom the Bonds may be sold.
4. Official Statement. The District shall deliver to the Underwriter at least one (l) copy of the composite Official Statement dated the date hereof relating to the Bonds, executed on behalf of the District by the duly authorized officers of the Governing Authority. The District agrees to amend or supplement the composite 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 District, such amendment or supplementation is required.
You hereby ratify and approve the lawful use of the Preliminary Composite Official Statement, dated April 8, 2005, relating to the Bonds (the “Preliminary Composite Official Statement”) by the Underwriter prior to the date hereof, and authorize and approve the Composite 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 Bonds. The District has previously provided the Underwriter with a copy of its Preliminary Composite Official Statement dated April 8, 2005. As of its date, the Preliminary Composite Official Statement has been deemed final by the District for purposes of SEC Rule 15c2-12(b)(1). The District 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 District.
(a) The District has duly authorized all necessary action to be taken by it for:
(i) the sale of the Bonds upon the terms set forth herein and in the Preliminary Composite Official Statement and Composite Official Statement; (ii) the approval of the Preliminary Composite Official Statement and Composite Official Statement and the signing of the Preliminary Composite Official Statement and Composite Official Statement by a duly authorized officer; and (iii) the execution, delivery and receipt of this Bond Purchase Agreement, the Escrow Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the District in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Preliminary Composite Official Statement and Composite Official Statement, and the Bond Resolution;
(b) The information contained in the Preliminary Composite Official Statement and Composite 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 Composite Official Statement and Composite Official Statement, in light of the circumstances under which they were made, not misleading; provided that no representation is made by the District 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 District or the Governing Authority or threatened against or affecting the District or the Governing Authority (or, to the knowledge of the District, any basis therefor) contesting the due organization and valid existence of the District 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 Composite Official Statement and Composite Official Statement or the validity or due adoption of the Bond Resolution or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Escrow Agreement or any agreement or instrument to which the District is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Preliminary Composite Official Statement and Composite Official Statement;
(d) The authorization, execution and delivery by the District of the Preliminary Composite Official Statement and Composite Official Statement, this Bond Purchase Agreement, the Escrow Agreement and the other documents contemplated hereby and by the Preliminary Composite Official Statement and Composite Official Statement, and compliance by the District with the provisions of such instruments, do not and will not conflict with or constitute on the part of the District 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 District 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 District of the transactions described in the Preliminary Composite Official Statement and Composite Official Statement, the Bond Resolution, the Escrow Agreement, and this Bond 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 Bonds;
(f) The District agrees to cooperate with the Underwriter and its counsel in any endeavor to qualify the Bonds 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 District 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 District consents to the lawful use of the Preliminary Composite Official Statement and the Composite 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 District.
6. Delivery of, and Payment for, the Bonds. At 10:00 a.m., Lake Charles, Louisiana Time, on or about July 7, 2005, or at such other time or date as shall have been mutually agreed upon by the District and the Underwriter, the District will deliver, or cause to be delivered, to the Underwriter, the Bonds, in definitive form duly executed and registered by the Secretary of State, 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 Bond Resolution to be provided by the District to refund the Refunded Bonds and, subject to the conditions contained herein, the Underwriter will accept such delivery and pay the purchase price of the Bonds in Federal Funds at the office of the Escrow Agent, for the account of the District.
Delivery of the Bonds as aforesaid shall be made at the offices of Joseph A. Delafield, A Professional Corporation, in Lake Charles, Louisiana, or such other place as may be agreed upon by the Underwriter and the District. Such payment and delivery is herein called the “Closing.” The Bonds will be delivered initially as fully registered bonds, one bond representing each maturity of the Bonds, 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 District of its obligation to be performed hereunder, and to the following conditions:
(a) At the time of Closing, (i) the Bond Resolution shall have been adopted and the Escrow Agreement shall have been executed and delivered in the form approved by the Underwriter 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 Bonds shall have been approved by resolution of the State Bond Commission, (iii) the proceeds of the sale of the Bonds shall be applied as described in the Composite Official Statement and the Bond 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 Bonds and the exclusion of the interest on the Bonds 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 District, the Escrow Agent and the Underwriter in form satisfactory to the Underwriter;
(C) certificates of the District dated the date of the Closing, executed by authorized officers in form satisfactory to the Underwriter;
(D) the Composite Official Statement executed on behalf of the District by the duly authorized officers thereof;
(E) a specimen of the Bonds;
(F) certified copies of the Bond Resolution and all other resolutions of the District and the State Bond Commission relating to the issuance and/or sale of the Bonds, as applicable;
(G) a certificate of a duly authorized officer of the District, 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 Bonds; setting forth, in the manner required by Bond Counsel, the reasonable expectations of the District as of such date as to the use of proceeds of the Bonds and of any other funds of the District expected to be used to pay principal or interest on the Bonds 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 District’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 are 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 Bonds delivered at the Closing by an authorized officer;
(J) other certificates of the District 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 Bond Purchase Agreement and such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel may reasonably request to evidence compliance by the District 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 District will furnish the Underwriter with such conformed copies or photocopies of such opinions, certificates, letters, agreements and documents relating to the Bonds as the Underwriter may reasonably request.
8. Conditions to Obligation of the District. The obligation of the District hereunder to deliver the Bonds shall be subject to the execution and delivery by the Insurer and the acceptance by the District 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 Bonds 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 Bonds, 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 Bonds, or the market price generally of obligations of the general character of the Bonds, 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 Composite Official Statement or (b) is not reflected in the Composite 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 District, 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 Bonds or to enforce contracts for the sale of the Bonds, 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 Bond Purchase Agreement any material adverse change in the affairs of the District, except for changes which the Composite 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 Bonds to be registered under the Securities Act of 1933, as amended, or the Bond 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 Composite 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 Bonds, or of obligation of the general character of the Bonds as contemplated hereby, or the offering of any other obligation which may be represented by the Bonds 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 Bonds is materially affected thereby.
If the District shall be unable to satisfy any of the conditions to the obligations of the Underwriter contained in this Bond 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 Bonds shall be terminated or cancelled for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the District
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 District covenants and agrees with the Underwriter as follows:
(a) The District shall furnish or cause to be furnished to the Underwriter with a reasonable number of final Composite Official Statements, not to exceed one hundred (100) f.o.b. Lake Charles, Louisiana. Such final Composite Official Statements may be obtained without cost to the Underwriter from the District. Additional copies of the final Composite 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 Composite Official Statement, the District shall furnish a copy of the revised Composite Official Statement or such amendment or supplement to the Underwriter. If in the opinion of the District, its Bond Counsel and the Underwriter a supplement or amendment to the Composite Official Statement is required, the District will supplement or amend the Composite 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 District and the Underwriter hereunder shall remain operative and in full force and effect, and shall survive the delivery of the Bonds and any termination of this Bond Purchase Agreement by the Underwriter pursuant to the terms hereof.
12. Payment of Expenses. If the Bonds are sold to the Underwriter by the District, the District shall pay, from the proceeds of the Bonds, 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 Composite Official Statement and the Composite Official Statement; (ii) the cost of the preparation of the printed Bonds; (iii) the insurance premium; (iv) any rating agency fees; and (v) the fees and expenses of Bond Counsel, the Escrow Agent, the Paying Agent and any and all experts or consultants retained by the District.
The Underwriter shall pay (a) any advertising expenses in connection with the public offering of the Bonds; and (b) all other expenses incurred by the Underwriter (including the cost of any Federal Funds necessary to pay the purchase price of the Bonds) in connection with their public offering.
13. Notices. Any notice or other communication to be given to the District under this Bond Purchase Agreement may be given by delivering the same in writing at the address of the District set forth above, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Crews & Associates, Inc., 521 President Clinton Ave., Suite 800, Little Rock, Arkansas 72201.
14. Parties. This Bond Purchase Agreement is made solely for the benefit of the District 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 Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.
16. General. This Bond 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 Bond Purchase Agreement are for convenience of reference only and shall not affect its interpretation. This Bond Purchase Agreement shall become effective upon your acceptance hereof.
Very truly yours, CREWS & ASSOCIATES, INC. By: _______________________________ Title:
Accepted and agreed to as of the date first above written.
SCHOOL DISTRICT NO. 31 OF CALCASIEU PARISH, LOUISIANA
BY:________________________________ KARL BRUCHHAUS Chief Financial Officer Calcasieu Parish School Board
[S E A L]
SCHEDULE I To Bond Purchase Agreement
PURCHASE PRICE
Par Amount of Bonds: $10,415,000.00
Plus: Reoffering Premium 147,971.25
Less: Underwriter’s Discount (.600%) ( 62,490.00)
BID $10,500,481.25
Plus accrued interest to delivery date 6,970.48
PURCHASE PRICE $10,507,451.73
SCHEDULE II To Bond Purchase Agreement
REOFFERING PRICES May 1 YEAR AMOUNT RATE PRICE YIELD 2006 180,000 3.000% 100.157 2.800% 2007 105,000 3.000% 100.261 2.850% 2008 110,000 3.000% 100.000 3.000% 2009 115,000 3.000% 99.818 3.050% 2010 115,000 3.125% 99.664 3.200% 2011 850,000 3.350% 100.000 3.350% 2012 885,000 5.000% 109.339 3.450% 2013 935,000 5.000% 109.816 3.550% 2014 985,000 4.000% 102.016 3.700% 2015 1,030,000 4.000% 101.337 3.800% 2016 1,080,000 3.750% 98.682 3.900% 2017 1,120,000 3.800% 98.126 4.000% 2018 1,175,000 4.000% 99.697 4.030% 2019 1,220,000 4.000% 98.948 4.100% 2020 510,000 4.000% 98.347 4.150%
EXHIBIT E TO BOND RESOLUTION
NOTICE OF DEFEASANCE AND CALL FOR REDEMPTION
GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS 2000 SERIES DATED MAY 1, 2000 ON ORIGINAL ISSUE
OF SCHOOL DISTRICT NO. 31 OF CALCASIEU PARISH, LOUISIANA
NOTICE IS HEREBY GIVEN that, pursuant to a resolution adopted on June 21, 2005, by the Calcasieu Parish School Board, on behalf of School District No. 31 of Calcasieu Parish, Louisiana, acting as the governing authority of School District No. 31 (the “District”), there has been deposited with Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana (the “Escrow Agent”), as Escrow Agent under an Escrow Deposit Agreement dated as of July 1, 2005 (the “Escrow Deposit Agreement”), between the Escrow Agent and the District, moneys which have been invested in direct, non-callable obligations of the United States of America, in an amount sufficient to assure the availability of sufficient moneys to pay the principal of and interest on the District’s outstanding bonds of $15,000,000 General Obligation Public School Improvement Bonds, 2000 Series, dated as of May 1, 2000, on original issue, consisting of all of the bonds of said issue which mature May 1, 2011 to May 1, 2020, inclusive (these maturities herein collectively referred to as the “Refunded Bonds”), as hereinafter set forth.
In accordance with the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, the Refunded Bonds are defeased and deemed to be paid, and will no longer be secured by or entitled to the benefits of the resolution of the District providing for their issuance. In accordance with the resolution providing for their issuance the Refunded Bonds are to be called for redemption at the earliest possible time, but not later than May 1, 2010.
NOTICE IS HEREBY FURTHER GIVEN that the Refunded Bonds which have been so defeased are hereby further called for redemption, as follows:
The outstanding General Obligation Public School Improvement Bond of School District No. 31 of Calcasieu Parish, State of Louisiana, 2000 Series, dated May 1, 2000, consisting of all of the bonds of said issue maturing May 1, 2011 to May 1, 2020, inclusive, SAID BONDS TO BE REDEEMED ON May 1, 2010 at a redemption price of 100% of the principal amount thereof and accrued interest to the call date, upon presentation and surrender of said bonds at the principal corporate trust office of Argent Trust, A Division of National Independent Trust Company (formerly The Trust Company of Louisiana), Ruston, Louisiana, the Paying Agent therefor.
Said Refunded Bonds which are to be redeemed shall be presented for payment at the place specified above, on the call date specified above, after which call date no further interest shall accrue or be paid on said outstanding bonds. The owners of the Refunded Bonds which are hereby called for redemption pursuant to the terms of this notice are hereby notified and requested to present such Bonds, for payment and redemption on the date and at the place specified above. The Refunded Bonds called for redemption will be paid from funds which have been irrevocably deposited for this purpose in an Escrow Fund established with the Escrow Agent pursuant to the Escrow Deposit Agreement.
SCHOOL DISTRICT NO. 31 OF CALCASIEU PARISH, LOUISIANA BY:_________________________________ Karl Bruchhaus Chief Financial Officer Calcasieu Parish School Board
Date: June 21, 2005
PRESENTATIONS
Employee Perfect Attendance – Lesby Lewis, Retired
Mr. Theriot presented a plaque to Lesby Lewis for 37 years of dedicated service and perfect attendance. Ms. Lewis is retiring from her tutorial position at Ralph Wilson Elementary School. She received a standing ovation from the audience and Board for this outstanding accomplishment. The Board thanked Ms. Lewis for her commitment.
Vic Stelly
President Andrepont recognized former Representative Vic Stelly. Mr. Stelly gave an update on the Head Tax revenues from the riverboats. He projected an increase of funds and complimented the Board for utilizing revenues for non recurring expenditures.
TAKE APPROPRIATE ACTION
Superintendent Selection ProcessThe following items were presented for review: A. Profile prepared for each applicant: 1. Copy of Application 2. Resume’ a) educational experience and background b) professional and civic affiliations and accomplishments c) general statement regarding health d) summary of philosophical views regarding public education on the elementary and secondary level
B. Interviews in Board Room: 1. 8/22 - 8/26 and 8/29 - 9/1 a) two per evening b) within system first c) all in order applications received 2. Payment of expenses 3. Protocol a) time limits (interviews) b) presentations c) written questions (when to mail)
C. Initial Voting: 1. 9/6 2. narrow to three
D. Interviews of three finalists: 1. 9/13 2. 1 - 11/2 hour each 3. begin 5 p.m.
E. Final Vote: 1. 9/14
Mr. Webb offered a motion, seconded by Dr. Stephens, to adopt the items as presented with the inclusion of item E, Final Vote, to immediately follow the interviews on September 13.
Mr. Spruel reminded the Board that a deadline has not been established in regard to the out-of-state applicants obtaining ancillary certification. If all applicants are to be interviewed, the issue of expenses should be addressed. He added that the letter notifying all out-of-state applicants of state ancillary certification requirements was sent. He noted that five applicants have indicated their continued interest in the position of superintendent.
It was noted by the President that the Board has a policy referencing expense reimbursement for employees and that the same policy should be followed for the applicants.
The following issues were discussed: Ø A time limit for obtaining certification should be determined Ø First, grant the applicants an opportunity to be interviewed and then determine if they must pursue certification Ø Premature to establish deadline Ø Time involved in obtaining certification
After a lengthy discussion, Mr. Falgout made an amendment to the motion, seconded by Mr. Bernard, to send a letter, via registered mail, to the applicants who must meet ancillary certification requirements by July 18.
After a lengthy discussion, Mr. Falgout withdrew the amendment to the motion; Mr. Bernard withdrew the second.
Mr. Spruel advised the Board that specifications regarding #3, Protocol, should be determined.
Mr. Duhon made an amendment to the motion, seconded by Mr. Webb, to pay travel expenses according to policy as set forth by the Board. The amendment carried with two nays by Mr. Falgout and Ms. LaVergne.
Mr. Andrepont called for a vote on the motion to adopt the items as presented with the final vote on September 13, which would immediately follow the interviews. The motion carried with nays by Mr. Karr, Mr. Falgout, Mr. LaRocque, and Ms. LaVergne.
State Technology Plan & Addendum
On motion by Mr. Breaux, seconded by Mr. Karr and carried, authorization allowing the Superintendent to sign and certify the 2005-2006 CPSB Technology Plan and Addendum as required by the Louisiana Department of Education was approved.
PERMISSION TO ADVERTISE
Office Supply Contract for Fiscal Year 2005-2006, Bid Number 2006-06
On motion by Mrs. Duhon, seconded by Ms. LaVergne and carried, permission to advertise for office supply contract for fiscal year 2005-2006, bid number 2006-06, was approved.
Sale of Movable Classrooms at Sam Houston High School
On motion by Mr. LaRocque, seconded by Ms. LaVergne and carried, permission to advertise for the sale of movable classrooms at Sam Houston High School, was approved.
CORRESPONDENCE
Change Order Number Two (2) for the Project “Additions and Renovations to Nelson Elementary School,” Phase III, School District Number 34 Bond Funds
On motion by Mr. Bernard, seconded by Mr. Tarver and carried, change order number two (2) for the project “Additions and Renovations to Nelson Elementary School,” phase III, school district number 34 bond funds, bid number 2005-08PC, for an increase of $33,257.00, H. Curtis Vincent and Steven D. Shows, Architects, designers; Miller and Associates Company, contractor, was approved.
Change Order Number Two (2) for the Project “Additions and Renovations to A.M. Barbe High School,” School District Number 34 Bond Funds
On motion by Mr. Bernard, seconded by Mr. Tarver and carried, change order number two (2) for the Project “Additions and Renovations to A.M. Barbe High School,” school district number 34 bond funds, project number 200211, for an increase of $22,159.00 and an extension of 19 days, C. Gayle Zembower, Architect, designer; Alfred Palma, Inc., contractor, was approved.
SUPERINTENDENT’S REPORT J.F. Kennedy School Receives a Grant from the Laura Bush Foundation
J. F. Kennedy Elementary School received a $5,000.00 grant from the Laura Bush Foundation to purchase library materials. The grant was submitted on behalf of the school by two LSU students who are working on their Master’s Degree in Library Science (Dana Casteel and Susan Gardebled). Ms. Gardebled is a librarian at Sulphur High School.
CAROL M. WHITE PHYSICAL EDUCATION PROGRAM
The Department of Education funded $1,157,632 to the Calcasieu Parish Middle School Department for the Carol M. White Physical Education Program (PEP). The three- year project funded will support after school programs in several middle schools designed to enhance the physical, mental, and emotional development of students. Instruction in a variety of physical activities will provide opportunities to develop positive social and cooperation skills for students as well as promoting healthy eating habits and good nutrition. Professional development opportunities for teachers in the latest research and trends in the field of physical education will also be emphasized.
Carol M. White, Senator Ted Stevens’ Chief of Staff and longtime aide, provided key assistance in moving the PEP Act legislation forward. In May of 2002, her contribution was deemed so significant that the grant program was been named the “Carol M. White Physical Education Program” in her honor.
COMPREHENSIVE SCHOOL REFORM PROGRAM
(Supplemental funds for the Teacher Advancement Program)
Barbe Elementary Brentwood Elementary Combre Fondel Elementary J.J. Johnson Elementary D.S. Perkins Elementary Vinton Elementary T.H. Watkins Elementary Pearl Watson Elementary Ralph Wilson Elementary
Molo Middle Oak Park Middle Reynaud Middle J.I. Watson Middle
FUNDS TO IMPROVE EDUCATION
Vincent Settlement Elementary DeQuincy Middle LeBlanc Middle W.W. Lewis Middle F.K. White Middle
TOTAL $1,800,000.00
CONDOLENCES/RECOGNITIONS
Mr. Webb requested a letter of condolence to Susan and Johnnie Thibodeaux on the loss of their son, Johnnie.
Mrs. Duhon commended the Lake Charles American Press and the Literacy Council for their contribution to and support for the Spelling Bee Competition.
Mr. Bernard extended his condolence to Mr. and Mrs. Mike Duhon on the tragic loss of their grandson.
Mr. Breaux requested a letter of condolence to Michelle and Chris Truax on the loss of their son. Also, send a letter to Bill Lawton on the loss of his great grandson.
Mr. Duhon thanked everyone for their condolences and support during this time of grief due to the loss of his great nephew.
Mr. Karr extended his congratulations to the DeQuincy High School Beta Club for placing first in the national competition that was held in New Orleans. He added that the Beta Club placed 2nd in the competition last year. He expressed his appreciation to Mrs. Melonee Cooper for her continued commitment and dedication to the students and her profession.
Mr. Falgout requested a letter of condolence to Charles Honore on the loss of his father. Mr. Duhon and Mrs. Duhon expressed their sympathy on the loss of Mr. Honore’s father.
Mrs. Duhon requested a letter of commendation to Belinda Williams and students of the Lake Charles Boston Chorus for recording a spiritual CD.
Ms. LaVergne congratulated the Louisiana Distinguished Partners in Education, Louisiana Pigment and Dr. and Mrs. A.T. Ordinario. She added that they were recognized by the State Department of Education in Baton Rouge.
SCHEDULE STANDING COMMITTEE MEETINGS
Board Meeting – Tuesday, July 5, 4:45 Budget Fiscal Management – Thursday, July 7, 4:45
EXECUTIVE SESSION
On motion by Ms. LaVergne, seconded by Mr. Karr and unanimously carried, the Board went into Executive Session at 6:10 p.m. to discuss personnel matters. The Board resumed regular open session at 6:40 p.m.
TAKE APPROPRIATE ACTION
Personnel
There was concern expressed relative to the retire/rehire policy. After discussion it was recommended to review the issue at an Administration and Personnel Committee meeting.
On motion by Mr. Karr, seconded by Dr. Stephens and carried with two nays by Mrs. Duhon and Rev. Franklin, the following personnel changes were approved as recommended by the Superintendent:
Resignation
Karlie Adams, Assistant Band Director, LaGrange High School. Recommend that her resignation become effective May 31, 2005.
JoAnn Meaux, Teacher, LeBleu Settlement Elementary School. Recommend that her resignation become effective June 3, 2005.
Allen Landry, Teacher, J. I. Watson Middle School. Recommend that his resignation become effective May 31, 2005.
Carol Hill, Sr., Custodian, Headstart Programs. Recommend that his resignation become effective May 31, 2005.
Irving Sallier, Teacher, Reynaud Middle School. Recommend that his resignation become effective May 31, 2005.
Phyllis Cooley, Librarian, Reynaud Middle School. Recommend that her resignation become effective May 31, 2005.
Connie Dufrene, Teacher, Moss Bluff Elementary School. Recommend that her resignation become effective May 31, 2005.
Arnell Currie, Teacher, Lake Charles Boston High School. Recommend that her resignation become effective May 31, 2005.
Joseph Pete, Cafeteria Technician, LaGrange High School. Recommend that his resignation become effective June 10, 2005.
Retirement Notification
Lesby Lewis, Tutor, Ralph Wilson Elementary School. Recommend that her notification of retirement become effective May 31, 2005.
Carolyn Gulley, Teacher, Bell City High School. Recommend that her notification of retirement become effective May 31, 2005.
Eugenia Wilson, Counselor, D. S. Perkins Elementary School. Recommend that her notification of retirement become effective June 2, 2005.
Neddye Ball, Teacher, DeQuincy Middle School. Recommend that her notification of retirement become effective May 31, 2005.
Marilyn Landry, Teacher, T. S. Cooley Elementary School. Recommend that her notification of retirement become effective May 31, 2005.
Notification of Approved Retire-Rehire
Tony Dougherty, Principal, W. W. Lewis Middle School. Approved notification of retirement effective August 31, 2005 and rehire effective September 1, 2005.
Betty Sims, Principal, J. J. Johnson Elementary School. Approved notification of retirement effective June 17, 2005 and rehire effective August 1, 2005.
Maternity Leave
Kelly Burgess, Teacher, E. K. Key Elementary School. Recommend that she be granted a maternity leave beginning August 15, 2005 until September 28, 2005.
Professional Development Leave
Rebecca Gazaway, Teacher, Maplewood Middle School. Recommend that she be granted a leave for professional development for the fall semester of the 2005-2006 school session.
Recommendations
On motion by Mr. Breaux, seconded by Mr. Bernard and carried, Robert “Binky” Barrentine was name the Assistant Principal for W. W. Lewis Middle School.
Permission to Advertise
On motion by Mr. Tarver, seconded by Mr. Bernard and carried, permission to advertise for the position of Assistant Principal for S.J. Welsh Middle School was approved.
Workers’ Compensation Claim
On motion by Mr. Tarver, seconded by Mr. Bernard and carried, it was approved to settle workers’ compensation claim number 039WCM02 according to legal advice.
Meeting Adjourned
On motion by Mrs. Duhon, seconded by Mr. Tarver and unanimously carried, the meeting was adjourned at 6:40 p.m.
_________________________ Jude W. Theriot, Secretary Joe A. Andrepont, President |
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