Many, LA
March 11, 2013
The Parish School Board of Sabine Parish, Louisiana, met in public session on March 11, 2013, at 6:30 P.M. at the regular meeting place of said Board with the following members present:
J. A. “Buddy” Veuleman, President, Donald H. Remedies, Vice-President, Roderick Davis, Spencer Faust, William D. Garcie, James R.Martin, Dale Skinner and Terrell Snelling.
Absent: Imon Jones
Presentation of 2012 State Poster Winners was made by Chris Pearce, Sabine SWCD Board Member:
A. Lilea Ann Crouch, Kindergarten, FHS, 2nd place in K-1st Grade Division –
Ms. Kimberly Slaughter, Teacher
B. MaKinley Enterkin, Grade 3, FHS, 1st place in the 2nd-34rd Grade Division –
Ms. Michelle Partridge, Teacher
C. Juliane Boudreaux, Senior, MHS, 1st place in the 10-12th Grade Division –
Mr. Jeremie Ryan, Teacher
Presentation of District II Honor Band Awards by Scott DeBose, Many High School Band Director:
A. Josh Scaife, Grade 12, MHS
B. Nicole Lovelady, 11th Grade, MHS
C. Brayden Hunt, 11th Grade, MHS
D. Colby Dockens, 8th Grade, MJHS
E. Kegan LaFollette, 8th Grade, MJHS
On motion by Terrell Snelling and seconded by Donald Remedies, it was carried to move
Agenda Item XIII, Consider Re-funding $610,000 in Excess Revenue Fund, to Item V.F.
The following resolution was offered by Roderick Davis and seconded by James R. Martin:
RESOLUTION
A resolution making application to the State Bond Commission for consent and authority to issue, sell and deliver not exceeding $631,000 of Refunding Bonds, Series 2013, of the Parish School Board of the Parish of Sabine, State of Louisiana, providing for the employment of bond counsel and providing for other matters in connection therewith.
WHEREAS, the Parish School Board of the Parish of Sabine, State of Louisiana (the “Issuer”), presently has outstanding $715,000 principal amount of outstanding Certificates of Indebtedness, Series 2003, of which $610,000 bear interest at the rates of 4.50% to 5.00% and $105,000 are non-interest bearing, final maturity, January 1, 2019, issued pursuant to a resolution adopted by the Issuer May 8, 2003 (the “Series 2003 Certificates”); and; and
WHEREAS, the Issuer wishes to obtain overall debt service savings through the refunding of the callable interest bearing maturities of the Series 2003 Certificates maturing January 1 of the years 2014 to 2019 (the “Refunded Certificates); and
WHEREAS, Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the “Act”), authorizes the Issuer to issue bonds for the purpose of refunding outstanding securities in an amount to effectuate the purposes for which the refunding bonds are being issued and in the manner provided by the governing authority of the Issuer; and
WHEREAS, the Budget of the Issuer for the fiscal year ending June 30, 2013 shows an aggregate excess of revenues over statutory, necessary and usual charges and all other expenses for such fiscal year (including balances brought forward) greater than the maximum principal and interest payable in any year on the Bonds authorized herein (the “Bonds”); and
WHEREAS, the Issuer now desires to incur debt and issue Six Hundred Thirty-One Thousand Dollars ($631,000) of the Bonds in the manner authorized and provided by the Act; and
WHEREAS, the Issuer is not now a party to any contract pledging or dedicating its excess annual revenues above statutory, necessary and usual charges except for the 2003 Certificates and its outstanding $319,000 of Excess Revenue Bonds, Series 2008, issued pursuant to a resolution adopted on June 2, 2008, final maturity July 1, 2018; and
NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Sabine, State of Louisiana, acting as the governing authority of the Parish of Sabine, State of Louisiana, for school purposes, that:
1. SECTION Application is hereby made to the Louisiana State Bond Commission for consent and authority for the Issuer to issue, sell and deliver not exceeding $631,000 of its Refunding Bonds (the "Bonds"), all in the manner provided by the Act and other constitutional and statutory authority, to refund the Issuer’s outstanding interest bearing Certificates of Indebtedness, Series 2003, maturing January 1 of the years 2014 through 2019. The principal of the Bonds will be payable no later than January 1, 2019 and will bear interest at a rate or rates not exceeding three and twenty-five per centum (3.25%) per annum. The Bonds, equally with the Issuer’s outstanding non-interest bearing Certificates of Indebtedness, Series 2003, and the outstanding Excess Revenue Bonds, Series 2008(the “Outstanding Parity Certificates”), will be secured by and payable from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the fiscal years during which the Bonds are outstanding. The Issuer will covenant and agree to budget annually a sufficient sum of money to pay the principal of and interest on the Bonds and the Outstanding Parity Certificates as they respectively mature, including any principal and/or interest theretofore matured and then unpaid, and to levy and collect in each year taxes and to collect other revenues within the limits prescribed by law sufficient to pay the principal of and interest on the Bonds and the Outstanding Parity Certificates after payment in such years of all statutory, necessary and usual charges.
2. SECTION A certified copy of this resolution shall be forwarded to said State Bond Commission on behalf of the Issuer, together with a letter requesting the prompt consideration and approval of this application.
SECTION 3. This Governing Authority finds and determines that a real necessity exists for the employment of special counsel in connection with the issuance of the Bonds, and accordingly, Foley & Judell, LLP, of New Orleans, Louisiana, as Bond Counsel, is hereby employed to do and perform work of a traditional legal nature as bond counsel with respect to the issuance and sale of said Bonds. Said Bond Counsel shall prepare and submit to this Governing Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of such Bonds, shall counsel this Governing Authority as to the issuance thereof and shall furnish its opinions covering the legality of the issuance of the Bonds. The fee of Bond Counsel is fixed at a sum not exceeding the fee allowed by the Attorney General's fee guidelines for such bond counsel work in connection with the issuance of refunding bonds and based on the amount of said bonds actually issued, sold, delivered and paid for, plus "out-of-pocket" expenses, said fees to be contingent upon the issuance, sale and delivery of said bonds. A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of said employment and of the fees herein designated.
SECTION 4. Bond Counsel is hereby authorized to obtain bids from potential purchasers for the purchase of the Bonds.
SECTION 5. By virtue of Issuer’s application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission’s approval(s) resolved and set forth herein, the Issuer resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the “State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms Derivative Products Hedges, Etc.”, adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.
The following resolution having been submitted to a vote, the vote thereon was as follows:
|
Member |
|
Yea |
|
Nay |
|
Absent |
|
Abstainin |
|
J.A. “Buddy” Veuleman |
|
X |
|
|
|
|
|
|
|
Roderick Davis |
|
X |
|
|
|
|
|
|
|
Donald Garcie |
|
X |
|
|
|
|
|
|
|
Donald H. Remedies |
|
X |
|
|
|
|
|
|
|
James R. Martin |
|
X |
|
|
|
|
|
|
|
Terrell Snelling |
|
X |
|
|
|
|
|
|
|
Spencer Faust |
|
X |
|
|
|
|
|
|
|
Imon Jones |
|
|
|
|
|
X |
|
|
|
Dale Skinner |
|
X |
|
|
|
|
|
|
And the resolution was adopted on this, the 11th day of March 2013.
Sara P. Ebarb, EdD J. A. “Buddy Veuleman
Secretary President
The following resolution was offered for adoption by Roderick Davis and seconded by
Terrell Snelling:
RESOLUTION
A resolution providing for the incurring of debt and issuance of Six Hundred Thirty-One Thousand Dollars ($631,000) of Refunding Bonds, Series 2013, of the Parish School Board of the Parish of Sabine, State of Louisiana; prescribing the form, terms and conditions of said Bonds; designating the date, denomination and place of payment of said Bonds; providing for the payment thereof in principal and interest; authorizing an agreement with the Paying Agent; providing for the redemption of certain outstanding indebtedness of the Parish School Board; providing for the acceptance of an offer for the purchase of said Bonds; and providing for other matters in connection therewith.
WHEREAS, the Parish School Board of the Parish of Sabine, State of Louisiana (the “Issuer”), presently has outstanding $715,000 principal amount of outstanding Certificates of Indebtedness, Series 2003, of which $610,000 bear interest at the rates of 4.50% to 5.00% and $105,000 are non-interest bearing, final maturity, January 1, 2019, issued pursuant to a resolution adopted by the Issuer May 8, 2003 (the “Series 2003 Certificates”); and
WHEREAS, the Issuer wishes to obtain overall debt service savings through the refunding of the callable interest bearing maturities of the Series 2003 Certificates maturing January 1 of the years 2014 to 2019 (the “Refunded Certificates); and
WHEREAS, Chapter 14-A of Title 39 of The Louisiana Revised Statutes of 1950, as amended (the “Act”), authorizes the Issuer to issue bonds for the purpose of refunding outstanding securities in an amount to effectuate the purposes for which the refunding bonds are being issued and in the manner provided by the governing authority of the Issuer; and
WHEREAS, the Budget of the Issuer for the fiscal year ending June 30, 2013 shows an aggregate excess of revenues over statutory, necessary and usual charges and all other expenses for such fiscal year (including balances brought forward) greater than the maximum principal and interest payable in any year on the Bonds authorized herein (the “Bonds”) and the Outstanding Parity Certificates; and
WHEREAS, the Issuer now desires to incur debt and issue Six Hundred Thirty-One Thousand Dollars ($631,000) of the Bonds in the manner authorized and provided by the Act; and
WHEREAS, the Issuer is not now a party to any contract pledging or dedicating its excess annual revenues above statutory, necessary and usual charges except for the 2003 Certificates and its outstanding $319,000 of Excess Revenue Bonds, Series 2008, issued pursuant to a resolution adopted on June 2, 2008, final maturity July 1, 2018; and
WHEREAS, this Governing Authority wishes to provide for the sale of the Bonds at the price and in the manner hereinafter provided;
NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Sabine, State of Louisiana, acting as the governing authority of the Parish of Sabine, State of Louisiana, for school purposes, that:
1. SECTION Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:
“Act” means Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.
"Agreement" means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.
"Bond" means any bonds issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any bond previously issued.
"Bonds" means the Bonds authorized by this Resolution in the aggregate principal amount of Six Hundred Thirty-One Thousand Dollars ($631,000).
"Bond Register" means the records kept by the Paying Agent at its principal corporate trust office in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.
"Code" means the Internal Revenue Code of 1986, as amended.
"Executive Officers" means the President and the Secretary of the Parish School Board of the Parish of Sabine, State of Louisiana.
"Fiscal Year" means the one-year accounting period beginning July 1 of each year, or such other period as may be designated by the Governing Authority as the fiscal year of the Issuer.
"Government Securities" means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are non-callable prior to their maturity, may be United States Treasury obligations such as the State and Local Government Series and may be in book-entry form.
"Interest Payment Date" means January 1 and July 1 of each year in which the Bonds are outstanding, commencing July 1, 2013.
"Issuer" means the Parish School Board of the Parish of Sabine, State of Louisiana.
"Outstanding" when used with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Resolution, except
1. Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;
2. Bonds for which payment or redemption sufficient funds have been theretofore deposited in trust for the owners of such Bonds;
3. Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to this Resolution;
4. Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Resolution or by law; and
5. Bonds for the payment of the principal (or redemption price, if any) of and interest on which money or Government Securities or both are held in trust with the effect specified in this Resolution.
"Outstanding Parity Certificates” means, collectively, the Issuer’s outstanding non-interest bearing Certificates of Indebtedness, Series 2003, and the outstanding Excess Revenue Bonds, Series 2008, more fully described in the preamble hereto.
"Outstanding Parity Certificate Resolutions" means, collectively, the resolutions adopted by the Governing Authority on May 8, 2003 and June 2, 2008, respectively, authorizing the issuance of the Outstanding Parity Certificates.
"Owner" or "Owners" when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.
"Paying Agent" means Sabine State Bank & Trust Company, in the Town of Many, Louisiana, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Resolution and thereafter "Paying Agent" shall mean such successor Paying Agent.
"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
"Purchaser" means Sabine State Bank & Trust Company, in the Town of Many, Louisiana, the original purchaser of the Bonds.
"Record Date" for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding such Interest Payment Date.
"Refunded Certificates" shall mean the Issuer's interest bearing Certificates of Indebtedness, Series 2003, maturing on January 1 of the years 2014 to 2019, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.
"Resolution" means this Resolution authorizing the issuance of the Bonds, as it may be supplemented and amended.
2. SECTION Authorization of Bonds; Maturities; Refunding of Refunded Certificates. In compliance with the terms and provisions of the Act and subject to the approval of the State Bond Commission, and other constitutional and statutory authority, and subject to the approval of the State Bond Commission, there is hereby authorized the incurring of an indebtedness of Six Hundred Thirty-One Thousand Dollars ($631,000) for, on behalf of, and in the name of the Issuer, for the purpose of refunding the Issuer's outstanding callable interest bearing Certificates of Indebtedness, Series 2003, and paying the costs of issuance of the Bonds, and to represent said indebtedness, this Governing Authority does hereby authorize the issuance of Six Hundred Thirty-One Thousand Dollars ($631,000) of Refunding Bonds, Series 2013, of the Issuer. The Bonds shall be in fully registered form, without coupons, in the denominations corresponding to the principal amount of each maturity (one Bond per maturity) and shall be dated the date of delivery thereof. The Bonds shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing July 1, 2013, at the following rates of interest per annum and shall become due and payable and mature serially on January 1 of the years and in the amounts, as follows:
Year Principal Interest Rate
(January 1) Amount Per Annum
2014 $101,000 0.90%
2015 103,000 1.00
2016 104,000 1.75
2017 102,000 2.40
2018 109,000 2.75
2019 112,000 3.25
The principal of the Bonds, upon maturity, shall be payable at the principal office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check of the Paying Agent mailed by the Paying Agent to the Owner (determined as of the close of business on the Record Date) at the address shown on the Bond Register. Each Bond delivered under this Resolution upon transfer of, in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution.
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of registration, substantially in the form provided in this Resolution, executed by the Paying Agent by manual signature.
The Bonds issued under this Resolution shall be issued for the purpose of refunding the Refunded Certificates through the application of a portion of the proceeds of the Bonds, to provide for the payment of the principal of and interest on the Refunded Certificates upon redemption as provided for herein and to pay the costs of issuance.
3. SECTION Redemption Provisions. The Bonds are not callable for redemption prior to their stated dates of maturity.
4. SECTION Registration and Transfer. The Issuer shall cause the Bond Register to be kept by the Paying Agent. The Bonds may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bond or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bond after receipt of the Bond to be transferred in proper form. Such new Bond shall be in the authorized denomination. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date.
5. SECTION Form of Bonds. The Bonds and the endorsements to appear thereon shall be in the form acceptable to the Executive Officers, upon advice of Bond Counsel, and to the Purchaser.
6. SECTION Execution of Bonds. The Bonds shall be signed by the Executive Officers for, on behalf of, in the name of and under the corporate seal of the Issuer, which signatures and corporate seal may be either manual or facsimile.
7. SECTION Pledge and Dedication of Revenues, Parity. The Bonds, equally with the Outstanding Parity Certificates, shall be secured by and payable solely from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the Fiscal Years during which the Bonds are outstanding. There is hereby irrevocably pledged and dedicated to the payment of the Bonds an amount of such excess of annual revenues sufficient to pay same in principal and interest as they respectively mature. Until the Bonds shall have been paid in full in principal and interest, the Governing Authority does hereby obligate the Issuer, itself and its successors in office, to budget annually a sum of money sufficient to pay the Bonds and the Outstanding Parity Certificates and the interest thereon as they respectively mature, including any principal and/or interest theretofore matured and then unpaid, and to levy and collect in each year taxes and to collect other revenues within the limits prescribed by law, sufficient to pay the principal of and interest on the Bonds and the Outstanding Parity Certificates.
The Bonds are hereby issued on a parity with the Outstanding Parity Certificates and the Bonds shall rank equally with and enjoy complete parity of lien with the Outstanding Parity Certificates on the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the Fiscal Years during which the Bonds and the Outstanding Parity Certificates are outstanding. The Issuer has complied with or will comply with prior to the issuance of the Bonds, all the terms and conditions for the issuance of Additional Parity Bonds set forth in the Outstanding Parity Bond Resolution.
8. SECTION Parity Bonds. The Issuer shall issue no other certificates of indebtedness, bonds or any other debt obligations (collectively, “Debt Obligations”) of any kind or nature payable from or enjoying a lien on the excess of annual revenues having priority over or parity with the Bonds, except that Debt Obligations may hereafter be issued on a parity with the Bonds under the following conditions:
(1)The Bonds or any part thereof, including the interest 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; provided, however, that if only a portion of the Bonds outstanding is so refunded and the refunding bonds require total principal and interest payments during any year in excess of the principal and interest which would have been required in such year to pay the Bonds refunded thereby, then such Bonds may not be refunded without the consent of the Owners of the unrefunded portion of the Bonds issued hereunder (provided such consent shall not be required if such refunding bonds meet the requirements set forth in clause 2 of this Section).
(2)Additional Debt Obligations may be issued on and enjoy a full and complete parity with the Bonds with respect to the excess of annual revenues, provided that the anticipated excess of annual revenues (including fund balances) in the year in which the additional Debt Obligations are to be issued, as reflected in the budget adopted by the Governing Authority, must at least 1.2 times the combined principal and interest requirements for any calendar year on the Bonds, the Outstanding Parity Certificates, any such outstanding Debt Obligations and the proposed Debt Obligations.
(3)The Issuer must be in full compliance with all covenants and undertakings in connection with the Bonds, the Outstanding Parity Certificates and any outstanding Debt Obligations and there must be no delinquencies in payments required to be made in connection therewith.
(4) Junior and subordinate Debt Obligations may be issued without restriction.
(5) The existence of the facts required by paragraph (3) and (4) must be determined or certified by the Secretary or Business Manager of the Governing Authority.
(6) The Additional Debt Obligations must be payable as to principal on January 1st of each year, commencing not more than 3 years from the date thereof, and payable as to interest on January 1 and July 1 of each year.
9. SECTION Sinking Fund. For the payment of the principal of and the interest on the Bonds, there shall be maintained a special fund known as “Sabine Parish School Board - Certificates of Indebtedness (2001) Sinking Fund", said Sinking Fund having been heretofore established and maintained with the regularly designated fiscal agent bank of the Issuer. The Issuer shall deposit in the Sinking Fund at least one (1) day in advance of the date on which each payment of principal and/or interest on the Bonds falls due, funds fully sufficient to promptly pay the maturing principal and/or interest so falling due on such date. The depository for the Sinking Fund shall transfer from the Sinking Fund to the Paying Agent funds fully sufficient to pay promptly the principal and interest falling due on such date.
It is hereby specifically understood and agreed, however, and this provision shall be a part of this contract, that after the funds have actually been set aside out of the revenues of any Fiscal Year sufficient to pay the principal and interest on the Bonds and the Outstanding Parity Certificates for that Fiscal Year, and all required amounts have been deposited in the said Sinking Fund maintained for the Bonds and the Outstanding Parity Certificates, then any excess of annual revenues remaining in that Fiscal Year shall be free for expenditure by the Issuer for any other lawful corporate purpose.
All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Resolution shall constitute sacred funds for the benefit of the Owners, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds.
All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be added to the General Fund of the Issuer.
10. SECTION Budget; Audit. As long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall prepare and adopt a budget prior to the beginning of each Fiscal Year and shall furnish a copy of such budget within thirty (30) days after its adoption to the Paying Agent and the Purchaser; the Issuer shall also furnish a copy of such budget to the Owners of any of the Bonds who request the same. Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of its books and accounts to be made by the Legislative Auditor or an independent firm of certified public accountants showing the receipts and disbursements made by the Issuer during the previous Fiscal Year. Such audit shall be available for inspection by any Owner, and a copy of such audit shall be furnished to the Purchaser.
11. SECTION Application of Proceeds. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution, to cause the necessary Bonds to be prepared, to issue, execute and seal the Bonds, and to effect delivery thereof as hereinafter provided.
As a condition of the issuance of the Bonds, the Issuer hereby binds and obligates itself to apply an amount of the proceeds derived from the issuance and sale of the Bonds (exclusive of accrued interest, if any), together with additional moneys provided by the Issuer, including moneys in the sinking fund and revenues fund maintained for the Refunded Certificates and other outstanding utilities revenue bonds, as will enable the Issuer to fully prepay the Refunded Certificates in the sum outstanding as of the delivery of the Bonds, which Refunded Certificates are hereby called for redemption on the delivery date of the Bonds.
12. SECTION Bonds Legal Obligations. The Bonds shall constitute legal, binding and valid obligations of the Issuer and shall be the only representations of the indebtedness as herein authorized and created.
13. SECTION Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Bonds, and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by the Issuer as a result of issuing the Bonds.
No material modification or amendment of this Resolution, or of any Resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two-thirds (2/3) of the aggregate principal amount of the Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Bonds, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Bonds as the same shall come due from the revenues appropriated, pledged and dedicated to the payment thereof by this Resolution, or reduce the percentage of the Owners required to consent to any material modification or amendment of this Resolution, without the consent of all of the Owners.
14. SECTION Severability; Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Resolution or of the Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution or of the Bonds, but this 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 provisions enacted after the date of this Resolution which validate or make legal any provision of this Resolution and/or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Bonds.
15. SECTION Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with the Bonds and having determined the same to be regular, 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 this State."
16. SECTION Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent nor any agent of either of them shall be affected by notice to the contrary.
17. SECTION Notices to Owners. Wherever this Resolution provides for notice to Owners of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Owner, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners is given by mail, neither the failure to mail such notice to any particular Owner, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
18. SECTION Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent. All canceled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
19. SECTION Mutilated, Destroyed, Lost or Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (2) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same maturity and of like tenor, interest rate and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen certificate shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other outstanding bonds. Any additional procedures set forth in the Agreement, authorized in this Resolution, shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds.
20. SECTION Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owner, the principal of and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all covenants, agreements, and other obligations of the Issuer to the Owner shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer.
Bonds or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section if they are defeased in the manner provided by Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended.
21. SECTION Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Bonds. The designation of the initial Paying Agent in this Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution or ordinance giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.
22. SECTION Disclosure Under SEC Rule 15c2-12. It is recognized that the Issuer will not be required to comply with the continuing disclosure requirements described in Rule 15c-2-12(b) of the Securities and Exchange Commission [17 CFR §240.15c2-12(b)], because the principal amount of the Bonds is less than $1,000,000.
23. SECTION Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Internal Revenue Code of 1986 and any amendment thereto (the "Code") in order to establish, maintain and preserve the exclusion from "gross income" of interest on the Bonds under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Bonds to be "arbitrage bonds" or would result in the inclusion of the interest on any of the Bonds in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Bond proceeds, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America or (iii) the use of the proceeds of the Bonds in a manner which would cause the Bonds to be "private activity bonds".
The Executive Officers are hereby empowered, authorized and directed to take any and all action and to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section.
SECTION 24. Qualified Tax Exempt Obligations. The Bonds are designated as “qualified tax-exempt bonds” within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and determines that:
(a) the Bonds are not “private activity bonds” within the meaning of the Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinate entities in calendar year 2013 will not exceed $10,000,000.
SECTION 25. Publication. A copy of this Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer.
SECTION 26. Award of Bonds. The Issuer hereby accepts the offer to purchase the Bonds submitted by the Purchaser pursuant to the terms and conditions set forth in the offer attached hereto as Exhibit B hereto, and after their execution and authentication by the Paying Agent, the Bonds shall be delivered to the Purchaser upon receipt by the Issuer of the agreed purchase price.
SECTION 27. Defeasance and Call for Redemption. The Issuer’s Refunded Certificates, more fully described in Exhibit A hereto, which are being refunded by the Bonds, are hereby called for redemption on the date of delivery the Bonds, at the outstanding principal amount of the Refunded Certificates, together with accrued interest to the call date, in compliance with the resolution authorizing their issuance.
SECTION 28. Notice of Redemption. In accordance with the resolutions authorizing the issuance of the Refunded Certificates, notice of redemption in substantially the form attached hereto as Exhibit C, shall be sent by the paying agent for the Refunded Certificates to the registered owner of the Refunded Certificates at the address as shown on the bond register of the paying agent by means of first class mail, postage prepaid, deposited in the United States mails not less than thirty (30) days prior to the date of redemption.
SECTION 29. Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.
SECTION 30. Effective Date. This Resolution shall become effective immediately.
The final adoption of the foregoing resolution having been duly moved and seconded, the roll was called and the following vote was taken and recorded:
|
Member |
|
Yea |
|
Nay |
|
Absent |
|
Abstaining |
|
J.A. “Buddy” Veuleman |
|
X |
|
|
|
|
|
|
|
Roderick Davis |
|
X |
|
|
|
|
|
|
|
Donald Garcie |
|
X |
|
|
|
|
|
|
|
Donald H. Remedies |
|
X |
|
|
|
|
|
|
|
James R. Martin |
|
X |
|
|
|
|
|
|
|
Terrell Snelling |
|
X |
|
|
|
|
|
|
|
Spencer Faust |
|
X |
|
|
|
|
|
|
|
Imon Jones |
|
|
|
|
|
X |
|
|
|
Dale Skinner |
|
X |
|
|
|
|
|
|
And the resolution was adopted on this, the 11th day of March, 2013.
/s/ Sara P. Ebarb, EdD /s/ J. A. “Buddy” Veuleman
Secretary President
EXHIBIT A
OUTSTANDING CERTIFICATES TO BE REFUNDED
CERTIFICATES OF INDEBTEDNESS, SERIES 2003
DATE PRINCIPAL INTEREST
(JANUARY 1) PAYMENT RATE
2014 $90,000 4.50%
2015 95,000 4.60
2016 100,000 4.70
2017 100,000 4.90
2018 110,000 4.90
2019 115,000 5.00
Those bonds maturing January 1, 2014, and thereafter will be called for redemption on May 23, 2013, at the principal amount thereof and accrued interest to the date fixed for redemption, or such other date the Executive Officers may agree upon.
NOTICE OF CALL FOR REDEMPTION
CERTIFICATES OF INDEBTEDNESS,
SERIES 2003
PARISH SCHOOL BOARD OF THE PARISH OF SABINE,
STATE OF LOUISIANA
NOTICE IS HEREBY GIVEN pursuant to a resolution adopted March 11, 2013, by the Parish School Board of the Parish of Sabine, State of Louisiana (the “Issuer”), that the Issuer hereby calls for redemption on May 23, 2013, all of its outstanding interest bearing Certificates of Indebtedness, Series 2003 (the “Refunded Certificates”), at a redemption price equal to the principal amount thereof and accrued interest to the date of redemption, the Refunded Certificates, which are fully described as follows:
DATE PRINCIPAL INTEREST
(JANUARY 1) PAYMENT RATE
2014 $90,000 4.50%
2015 95,000 4.60
2016 100,000 4.70
2017 100,000 4.90
2018 110,000 4.90
2019 115,000 5.00
No further interest will accrue and be payable on the Refunded Certificates from and after May 23, 2013. The foregoing Refunded Certificates should be surrendered for payment on May 23, 2013, to Argent Trust, a division of National Independent Trust Company, 500 E. Reynolds Dr., Ruston, LA 71270, paying agent for the Refunded Certificates, at a price equal to the principal amount thereof and accrued interest, if any, to the redemption date
Registered owners of the Refunded Certificates are reminded that the Federal Interest and Dividend Tax Compliance Act of 1983 requires that the Paying Agent, as payor, withhold 30% of the principal amount if a Taxpayer Identification Number has not been provided by said owner as payee. If the Tax Identification Number has not previously been provided to the Paying Agent, the registered owners are requested to provide this information to the Paying Agent with a Form W-9 in order to avoid the aforesaid withholding.
PARISH SCHOOL BOARD OF THE PARISH OF SABINE, STATE OF LOUISIANA
By: /s/ Sara P. Ebarb, EdD
Secretary
Dated: March 11, 2013
Presentations were given by the following Supervisors:
Universal Pre-K Update= Melyssa Snelling
College and Career Readiness/ACT Update, Course Choice – Debra Lee and Shane Wright
Tech-PARCC Update – Melissa Lee
On motion by Roderick Davis and seconded by Spencer Faust, it was carried to approve the Consent Agenda as follows:
· Approval and Adoption of February 4, 2013 Minutes, As Signed
· Review Revised File: JGCD, Administration of Medication (First Reading)
· Approval of Extended School Year Services Budget Revision #1 FY 2012-13
· Approval of Proposal for Services With Webbfire Consulting Corporation Relating to
Providing Services Required to Conduct Vulnerability Assessments for School District
· Approval of 2013-2014 Head Start Grant
· Approval of 2013-2014 Head Start Training and Technical Assistance Plan
· Approval of 2013 Wage Comparability Study
· Approval of Assessment Data Report
· Approval of 21st CCLC Cohort 7.5, Year 3 Budget Revision #2, FY 2012-2013
· Approval of OJJ Prevention Program FY 2012-2013
· Consider Approval of Out-of-State Travel for the following:
A. Preschool Center 4 year old students to visit Ellen Trout Zoo in Lufkin, TX, on
March 14, 2013 – Expenses paid by PreK Center
B. Many High School Band to travel by Charter Bus to Music Performance Assessment
on May 3 &4, 2013, in Dallas, TX - Expenses paid by MHS Band
C. Florien High School Ag Industry Tour/Houston Livestock Show Rodeo, Houston, TX,
March 15-17, 2013 – Expenses paid by LA Gear UP/FFA
D. Ebarb PreK to visit Ellen Trout Zoo in Lufkin, TX, on April 22, 2013, - Expenses paid by students
E. Negreet High School Girl’s Basketball Team to travel to Sea World & Riverwalk in
San Antonio, TX, May 3-5, 2013, in celebration of a successful season - Expenses paid students and donations
Appointment of the following Board Committees for the Year 2013, by the Board President:
A. Finance – Entire Board, Terrell Snelling, Chairman
B. Transportation – William D. Garcie, Chairman, Spencer Faust, Imon Jones
C. School Food Service – James R. Martin, Chairman, Imon Jones, Spencer Faust
D. Legislative Liaison Committee – James R. Martin, Chairman, Imon Jones, Roderick Davis
E. Head Start Representative – Roderick Davis, Chairman, Dale Skinner, William D. Garcie
F. Personnel – Dale Skinner, Chairman, Terrell Snelling, Roderick Davis
G. Tax Commission – Donald H. Remedies, Chairman, J. A. “Buddy” Veuleman
On motion by William D. Garcie and seconded by Dale Skinner, it was carried to approve the 2013-2014 School Calendar. James R. Martin abstained.
On motion by Terrell Snelling and seconded by Dale Skinner, it was carried to award the bid for a 2013, 84 passenger bus for Negreet High School that was taken under advisement at the February 4, 2013, meeting, to Piler International (lowest bid). The two bids received were: Piler International - $105,995.00 and Ross Bus Sales - $118,755.00.
On motion by Terrell Snelling and seconded by William D. Garcie, it was carried to renew agreement with Newman Marchive Carlisle, Inc. for AHERA Asbestos six months surveillance inspections.
On motion by Terrell Snelling and seconded by Donald H. Remedies, it was carried to approve a resolution for Amendment to Investment Agreement with the State Treasury pursuant to La. R. S. 39:99.
On motion by Roderick Davis and seconded by Dale Skinner, it was carried to approve and adopt the following revised School Board Policies (Second Reading):
A. File: BC, Meetings
B. File: BCAB, Regular Meetings (Deletion)
C. File: DFM, Disposal of Surplus Equipment and Supplies
D. File: DFN, Sale of Buildings and Land
E. File: FDC. Naming of Facilities
F. File: JBCBB, Homeless Children and Youth
On motion by Terrell Snelling and seconded by Donald H. Remedies, it was carried to authorize the Board President to sign Division Order with Chesapeake Operating, Inc.
On motion by Donald H. Garcie and seconded by Dale Skinner, it was carried to approve the Job Description, School Nurse, Associate Degree of Nursing.
On motion by Dale Skinner and seconded by James R. Martin, it was carried to declare a Financial Exigency.
The Superintendent’s Report was informational only.
There being no further business, the meeting adjourned.
______________________________
J. A. Veuleman, President
Attest:
_____________________________
Sara. P. Ebarb, EdD, Secretary