And the resolution was declared adopted on this, the 24th day of July, 2017.Many, LA 71449
July 24, 2017
The Parish School Board of Many, Louisiana, Sabine Parish, met in public session on July 24, 2017, at 12:00 p.m. for a Special Called Meeting at the office of Dr. Sara P. Ebarb, Superintendent, with the following members present: Terrell D. Snelling, President, James R. Martin, Vice-President, Daron Chandler, Roderick Davis, William D. Garcie, and Dr. Leah Byles.
The meeting was called to order by President Terrell D. Snelling, the Invocation was offered, the Pledge of Allegiance was rendered and the President welcomed the visitors.
Absent: Dale Skinner, Spencer Faust and Donald H. Remedies
The following resolution was offered by James R. Martin and seconded by Daren Chandler
RESOLUTION
A resolution approving the Equipment Lease Purchase Agreement to be entered into by Parish School Board of the Parish of Sabine, State of Louisiana with Municipal Capital Markets Group, Inc., or such other entity as stated in such Agreement in a principal amount not to exceed -$857,131 for the lease purchase of school buses, authorizing the execution of such Agreement and providing for other matters in connection therewith.
WHEREAS, the Parish School Board of the Parish of Sabine, State of Louisiana (the "Lessee") is a political subdivision duly organized under the constitution and laws of the State of Louisiana; and
WHEREAS, it is hereby determined that a true and real need exists for the acquisition of ten (10) school busses (the "Equipment"); and
WHEREAS, it is necessary and desirable and in the best interest of the Lessee, as lessee, to enter into an Equipment Lease Purchase Agreement (the "Agreement") with Municipal Capital Markets Group, Inc. or another entity stated therein, as lessor (the "Lessor") in a principal amount not to exceed $857,131 and with an interest component at a rate not to exceed 2.54% per annum, to be payable over a term not to exceed five (5) years, for the purposes described therein, including the leasing of the Equipment and cost of issuance;
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:
SECTION1. In accordance with the Constitution and statutes of the State of Louisiana, . the Agreement, a draft of which is on file in the records of the lessee, in form and substance acceptable to the Lessee, and the terms and performance thereof , are hereby approved, and the Secretary/Superintendent of the Lessee is hereby authorized to execute and deliver the Agreement on behalf of the Lessee, with such changes therein as shall be approved by such officer, such approval to be conclusively evidenced by such officer's execution thereof.
SECTION 2. The Escrow Agreement (the "Escrow Agreement"), if any, among the Lessee, the Lessor and the escrow agent named therein, in form and substance reasonably acceptable to the Lessee, and the terms and performance thereof are hereby approved, and the Escrow Agreement is hereby authorized to be executed and delivered on behalf of the Lessee by a duly authorized officer of the Lessee, with such changes therein as shall be approved by such officer, such approval to be conclusively evidenced by such officer's execution thereof.
SECTION 3. The Lessee shall, and the officers, agents and employees of the Lessee are hereby authorized and directed to take such further action and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the Lessee with respect to the Agreement and the Escrow Agreement.
SECTION 4. The Lessee expects to make additional capital expenditures in connection with the acquisition of the Equipment in the future. The Lessee intends to reimburse itself for all or a portion of such expenditures, to the extent permitted by law, with the proceeds of the Agreement or other tax-exempt obligations to be delivered by the Lessee. The maximum principal amount of the Agreement or other tax-exempt obligations expected to be delivered for the Equipment is not expected to exceed $857,131, with the principal amount to bear interest at a rate not to exceed 2.54% per annum and to be payable over a term not to exceed 5 years.
SECTION 5. The Lessee's repayment obligation under the Agreement shall be subject to annual appropriation by this School Board as set forth in the Agreement, and the said payment obligation under the Agreement shall constitute neither a general obligation nor a debt of this School Board under the Constitution and statutes of the State of Louisiana. In addition, such Agreement shall not contain a "no-substitution" clause.
SECTION 6. The Lessee 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 Agreement under the Code. This Board 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 Agreement or any other funds of the District to be used directly or indirectly in any manner, the effect of which would be to cause the Agreement to be an "arbitrage bond" or would result in the inclusion of the interest on any proceeds of the Agreement in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of proceeds of the Agreement or (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 Agreement in a manner which would cause the Agreement to be "private activity bond".
The Secretary/Superintendent of the Lessee 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 7. The Agreement is hereby designated as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3)(B)of the Code. In making this designation, this Lessee finds and determines that:
a) the Agreement will not be and is not a "private activity bond" within the meaning of the Code; and
b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by this Board and all subordinate entities in calendar year 2017 does not exceed $10,000,000.
SECTION 8. This Lessee finds and determines that a real necessity exists for the employment of special counsel in connection with the Agreement, and the compliance of certain requirements therein, and accordingly, the employment of the law firm of Foley & Judell, L.L.P., of New Orleans, Louisiana, as special counsel to the Lessee for the performance of traditional comprehensive legal and coordinate professional work with respect to the Agreement, including rendering an opinion in connection therewith, is hereby approved. The fee of Foley & Judell, L.L.P., in connection therewith shall be computed at an hourly rate not exceeding the amount provided by the guidelines for such services as approved by the Attorney General of the State of Louisiana, plus out-of-pocket expenses.
The School Board hereby acknowledges that i-t has named Foley & Judell, L.L.P., as special counsel for the Agreement, and in connection therewith, the President is hereby authorized and directed to execute, and the Board hereby agrees to and accepts the terms of, the engagement letter of Special Counsel, a copy of which is on file with the Secretary/ Superintendent of the Lessee.
SECTION 9. This resolution shall become effective immediately upon adoption.
The foregoing Resolution having been submitted to a vote, the vote thereon was as follows:
Member Yea Nay Absent Abstaining
Daron Chandler X
Leah Byles X
Spencer Faust X
Roderick Davis X
James R. Martin X
Wm. Donald Garcie X
Terrell D. Snelling X
Donald H. Remedies X
Dale Skinner X
And the resolution was declared adopted on this, the 24th day of July, 2017.
On motion by James R. Martin and seconded by Daron Chandler, it was carried to Authorize the Administration to take Any and All Necessary Actions and to Sign Any and All Necessary Paperwork of Agreements in Connection with the Equipment Lease Purchase Agreement for the Lease Purchase of School Buses.
There being no further business, the meeting was adjourned.
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Terrell D. Snelling, President
Attest:
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Sara P. Ebarb, EdD, Secretary