TANGIPAHOA PARISH SCHOOL BOARD PROCEEDINGS

 

September 16, 2003

 

            The Tangipahoa Parish School Board met in regular session on Tuesday, September 16, 2003, at 6:30 p.m., in the School Board Meeting Room, School Board Office, 59656 Puleston Road, Amite, Louisiana, with President Robert Caves, Presiding.

 

MEMBERS PRESENT:           Robert Caves,  Al Link,  Carl Bardwell, Sandra Bailey-Simmons, Leonard Genco, Robert Potts,  Maxine Dixon, Jimmy A. Richardson, I, and Donnie Williams

 

MEMBERS ABSENT:             None

                                               

Mr. Darrell Fairburn, Principal – Sumner High School, gave the invocation and led the Pledge of Allegiance.

 

            Minutes of a regular meeting of the Parish School Board of the Parish of Tangipahoa, State of Louisiana, the governing authority of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana, held 6:30 p.m., Tuesday, September 16, 2003 at the School Board office, 59656 Puleston Road, Amite, Louisiana, convened pursuant to notice duly posted in strict compliance with the Public Meeting Law of the State of Louisiana, with the following members present:

 

 

Present

 

Absent

Robert Caves, President

X

 

 

Carl Bardwell

X

 

 

Al Link

X

 

 

Sandra Simmons

X

 

 

Maxine Dixon

X

 

 

Robert Potts

X

 

 

Leonard Genco

X

 

 

Jimmy Richardson

X

 

 

Donnie Williams, Sr.

X

 

 

 

 

            The meeting was called to order and the roll called, with the above result.

 

            Also present was Louis Joseph, Superintendent of Schools and Secretary of the School Board.

 

            It was moved by Mr. Potts, seconded by Mr. Genco, to waive the rules to adopt a resolution to open the sealed bids for Consolidated School District No. 116. Hearing no objection, the motion was unanimously adopted.

 

            It was moved by Mr. Potts, seconded by Mr. Genco, to open the sealed bids for Consolidated School District No. 116. Hearing no objection, the motion was unanimously adopted.

 

            It was moved by Mr. Potts, seconded by Mr. Genco, to accept the low bid of Morgan Keegan and Company in the amount of $1,683.580.00. Hearing no objection, the motion was unanimously adopted.

 

                The president then announced that the next item on the agenda was to adopt a resolution authorizing the incurrence of debt and issuance of $3,400,000 of General Obligation School Improvement Bonds Series 2003 of Consolidated School District No. 116 of the Parish of

Tangipahoa, State of Louisiana.  Copies of said resolution were provided to members of the School Board and other interested persons.  In compliance with L.R.S. 42:5.1, the President then called for public comment on the proposed resolution to issue bonds.  After everyone who wished to speak had been heard, the following resolution was offered by Mr. Potts, seconded by Mr. Genco, and adopted by the following vote:

 

Yeas:                Robert Caves, Carl Bardwell, Al Link, Sandra Simmons, Maxine Dixon, Robert Potts, Leonard Genco, Jimmy Richardson and Donnie Williams, Sr.

 

Nays:               None.

 

Absent: None.

 

            And the Resolution provides as follows:

 

 

RESOLUTION

 

A resolution authorizing the incurring of debt and issuance of Three Million Four Hundred Thousand Dollars ($3,400,000) of General Obligation School Improvement Bonds, Series 2003 of Consolidated School District No. 116 of the Parish of Tangipahoa, 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; and providing for other matters in connection therewith.

 

            BE IT RESOLVED by the Parish School Board of the Parish of Tangipahoa, Louisiana (the “Governing Authority”), acting as the governing authority of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana (the “Issuer”), that:

 

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

 

            “Act” means the applicable provisions of Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950 as amended, and other constitutional and statutory authority supplemental thereto.

 

            “Bonds” means the Issuer’s General Obligation School Improvement Bonds, Series 2003, authorized by this Resolution, in the total aggregate principal amount of Three Million Four Hundred Thousand Dollars ($3,400,000).

 

            “Bond Register” means the records kept by the Paying Agent at its principal corporate 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, collectively, the President and the Secretary of the Governing Authority.

 

            “Governing Authority” means the Parish School Board of the Parish of Tangipahoa, State of Louisiana, in its capacity as governing authority of the Issuer, and any successor thereto.

 

            “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 May 1 and November 1 of each year during which the Bonds are outstanding, commencing May 1, 2004.

 

            “Issuer” means Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana.

 

            “Outstanding” when used with respect to the Bonds means, as of the date of determination, any bond theretofore issued and delivered under this Bond resolution, except:

 

(1)   Any Bond theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;

 

(2) Any Bond for which payment or redemption of sufficient funds or government securities, or both, have been theretofore deposited in trust for the owners of such Bond with the effect specified in this Resolution or by law;

 

(3) Any Bond in exchange for or in lieu of which another Bond or Bonds has been registered and delivered pursuant to this Resolution and

 

(4) Any Bond alleged to have been mutilated, destroyed, lost or stolen which may have been paid as provided in this Resolution or by law.

 

(5) Bonds for the payment of the principal of and interest on which money or Government Securities or both are held in trust with the effect specified in this Resolution.

 

            “Owner” or “Owners” when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.

 

            “Paying Agent” shall mean Bank One Trust Company, N.A., in the City of New Orleans, 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.

 

            “Paying Agent Agreement” means the agreement to be entered into between the Issuer and the 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 Morgan Keegan & Company, Inc. in the City of New Orleans, Louisiana, or any successor entity thereto.

 

            “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.

 

            “Resolution” or “Bond Resolution” means this Resolution authorizing the issuance of the Bonds, as it may be supplemented and amended.

 

            “Supplemental Bond Resolution” means any resolution adopted by the Governing Authority of the Issuer from time to time providing the details of the Bonds or supplementing or amending the terms of this Resolution.

 

SECTION 2.  Authorization and Terms of Bonds.   In compliance with the terms and provisions of the Act, and being authorized at a special election held on  July 19, 2003,  there is hereby authorized the incurrence of an indebtedness of Three Million Four Hundred Thousand

Dollars ($3,400,000) for, on behalf of, and in the name of the Issuer, for the purpose of purchasing, constructing, acquiring, erecting and/or  improving school buildings and other school  related  facilities within and for the Issuer and acquiring the necessary equipment and furnishings therefor, including, but not limited to: a new middle school; renovations and improvements to the track and gymnasium at  Sumner High School;  re-roofing of buildings and facilities of Chesbrough Elementary School; and removal of old floors and roof and installation of new floors and roof of Spring Creek Elementary School, title to which shall be in the public.   To represent said indebtedness, this Governing Authority does hereby authorize the issuance of Three Million Four Hundred Thousand Dollars ($3,400,000) of General Obligation School Bonds, Series 2003 of the Issuer.  The Bonds shall be issued in the form of fully registered Bonds of the Issuer, shall be dated November 1, 2003, and shall be in the denomination of Five Thousand ($5,000) each, or any integral multiple thereof within a single maturity, and shall be numbered R-1 upward.  The unpaid principal of 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 May 1, 2004, the rate or rates of interest fixed by the Issuer at the time of the sale of the Bonds, and shall mature on May 1st of each year in the principal amounts set out in the following schedule:

 

Bonds 

Maturing

(May 1)

 

 

 

Amou­nt

 

Interest

Rate Per

Annum

 

Bonds 

Maturing

(May 1)

 

 

 

Amount

 

Interest

Rate Per

Annum

 

2004

 

 

 

 $     95,000

 

 

6.000%

 

 

2014

 

  $165,000

 

 

3.600%

2005

 

      100,000

 

6.000%

 

2015

 

    175,000

 

3.700%

2006

 

      105,000

 

6.000%

 

2016

 

    185,000

 

3.800%

2007

 

      115,000

 

6.000%

 

2017

 

    195,000

 

4.000%

2008

 

      120,000

 

6.000%

 

2018

 

    205,000

 

4.000%

2009

 

      125,000

 

4.600%

 

2019

 

    220,000

 

4.100%

2010

 

      135,000

 

4.700%

 

2020

 

    230,000

 

4.200%

2011

 

      140,000

 

4.200%

 

2021

 

    245,000

 

4.300%

2012

 

      150,000

 

3.750%

 

2022

 

    260,000

 

4.350%

2013

 

      160,000

 

3.750%

 

2023

 

    275,000

 

4.400%

 

            The principal of the Bonds, upon maturity, shall be payable at the principal corporate office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check 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.

 

            SECTION 3.  Redemption.  Those Bonds maturing on May 1, 2014, and thereafter shall be callable for redemption by the Issuer 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 the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for to the date fixed for redemption.  Bonds maturing on or before May 1, 2014, are not subject to redemption prior to maturity.

 

            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 office of the Paying Agent

and there shall be delivered to the Owner of such Bond a new 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.  Official notice of such call of any of the Bonds for redemption shall be given by means of first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the Owner of each Bond to be redeemed at his address as shown on the Bond Register.

 

            SECTION 4.  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 Bonds after receipt of the Bonds to be transferred in proper form.  Such new Bond or Bonds shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity.  Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning (i) at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date or (ii) with respect to Bonds to be redeemed, at the opening of business fifteen (15) days before the date of the mailing of a notice of redemption of such Bonds and ending on the date of such redemption.

 

            SECTION 5.  Form of Bonds.  The Bonds shall be in substantially the form attached hereto as Exhibit A hereto.

 

            SECTION 6.  Execution.  The Bonds shall be signed by the Executive Officers for and 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.

 

            SECTION 7.  Registration by Secretary of State.  The Bonds shall be registered with the Secretary of State of the State of Louisiana, provided the endorsement of the Secretary of State shall be manually signed only on the Bonds initially delivered to the Purchaser and any Bonds subsequently exchanged therefor as permitted by this Resolution may bear the facsimile signature of the Secretary of State.

 

            SECTION 8.  Pledge of Full Faith and Credit.  The Bonds shall constitute general obligations of the Issuer, and the full faith and credit of the Issuer is hereby pledged for their payment.  This Governing Authority does hereby obligate itself and is bound under the terms and provisions of law and the election authorizing the Bonds to impose and collect annually in excess of all other taxes a tax on all of the property subject to taxation within the territorial limits of the Issuer sufficient to pay the principal of and the interest on the Bonds falling due each year, said tax to be levied and collected by the same officers, in the same manner and at the same time as other taxes are levied and collected within the territorial limits of the Issuer.

 

            SECTION 9.  Sinking Fund.  For the payment of the principal of and the interest on the Bonds, the Issuer will establish a special fund, to be held by the regularly designated fiscal agent of the Issuer (the “Sinking Fund”), into which the Issuer will deposit the proceeds of the aforesaid special tax.  The depository for the Sinking Fund shall transfer from the Sinking Fund to the Paying Agent, or make available to the Paying Agent, at least three (3) days in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest falling due on such date.

 

            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 Owner of the Bonds 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 only to the Sinking Fund.

 

            SECTION 10.  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 printed, to issue, execute and seal the Bonds, and to effect delivery thereof as hereinafter provided.  The proceeds derived from the sale of the Bonds, except accrued interest, shall be deposited by the Issuer with its fiscal agent bank or banks to be used only for the purpose for which the Bonds are issued.  Accrued interest, if any, derived from the sale of the Bonds shall be deposited in the Sinking Fund to be applied to the first interest payment.

 

            SECTION 11.  Legal Obligations.  The Bonds shall constitute legal, binding and valid obliga­tions of the Issuer and shall be the only representation of the indebtedness herein authorized and created.

 

            SECTION 12.  Resolution a Contract.  The provisions of this Resolution shall constitute a contract between the Issuer, or its successor, and the Owners from time to time of the Bonds and any such Owner 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 Governing Authority or 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 taxes 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 to this Resolution without the consent of all the Owners of the Bonds then outstanding.

 

            SECTION 13.  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 the 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.

 

            SECTION 14.  Recital of Regularity.  This Governing Authority having investigated the regularity of the proceedings had in connection with the Bonds herein authorized and having determined the same to be regular, the Bonds shall contain the following recital:

 

“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.”

 

            SECTION 15.  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.

 

            SECTION 16.  Notices to Owners.  Wherever this Resolution pro­vides for notice to the Owner of any event, such notice shall be sufficiently given (unless otherwise herein expressly

provided) if in writing and mailed, first-class postage prepaid, to such Owner at the address of such Owner as it appears in the Bond Register.  In any case where notice to an Owner 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 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 the Owner shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

 

            SECTION 17.  Cancellation of Bonds.  All Bonds surrendered for payment, 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.

 

            SECTION 18.  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 Bonds 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 bond 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.  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.

 

            SECTION 19.  Fulfillment of Issuer’s Obligations; Defeasance.  If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the owners, the principal of and interest on the 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 shall be deemed to have been paid within the meaning and with the effect expressed above in this Section if the Bond is defeased in the manner provided by Chapter 14, Title 39 of the Louisiana Revised Statutes of 1950, as amended.

 

            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 have been defeased pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of Louisiana of 1950, as amended, or any successor provisions thereto.

 

            SECTION 20.  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 ratified, confirmed and approved.  This Governing Authority 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 appointing a successor and (b) causing notice to be given to each Owner.  Every successor 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.  In appointing a successor Paying Agent, the Executive Officers shall execute an appropriate agreement with the successor Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to the Executive Officers, the signatures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

 

            SECTION 21.  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 which would cause the Bonds to be an “arbitrage bond” 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 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 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 22.  Designation of Bonds as “Qualified Tax-Exempt Obligations”.  The Bonds are designated as a “qualified tax-exempt obligation” 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 any subordinate entities in calendar year 2003 will not exceed $10,000,000.

 

            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 23.  Publication and Preemption.  A copy of this Resolution shall be published immediately after its adoption in one issue of the Hammond Daily Star, the official journal of the Issuer.  For a period of thirty (30) days from the date of such publication; any person in interest shall have the right to contest the legality of this Resolution and of the Bonds to be issued pursuant hereto and the provisions hereof securing the Bonds.  After the expiration of said thirty (30) days, according to L.R.S. 39:1000, no one shall have any right of action to contest the validity of the Bonds or the provisions of this Resolution, the Bonds shall be conclusively presumed to be legal and no court shall thereafter have authority to inquire into such matters.

 

            SECTION 24.  Continuing Disclosure. The Executive Officers are hereby empowered and directed  to execute an appropriate Continuing Disclosure Agreement (substantially in the form as set forth in Exhibit B hereto and  in Appendix H of the Official Statement issued in

connection with the sale and issuance of the Bonds).  The Issuer, acting through the Governing Authority, hereby covenants and agrees that it will comply with and carry out all the provisions of the Continuing Disclosure Agreement.  Notwithstanding any other provision of this Resolution, failure of the Issuer or the Governing Authority to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder.  However, any Participating Underwriter, as defined in the Continuing Disclosure Agreement, or  any  Owner  may take such actions as defined in the Continuing Disclosure Agreement, or any Owner  may take such actions under Louisiana law as may be necessary and appropriate, including seeking a mandatory injunction, writ of mandamus or other or judgment for specific performance by court order to cause the Issuer and/or the Governing Authority to comply with its obligations under the Continuing Disclosure Agreement and this Section.

 

            SECTION 25.  Section Headings.  The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

 

            SECTION 26.  Official Intention.  This Resolution is an adoption of an official intent of the Issuer toward the issuance of its Bonds secured by unlimited ad valorem taxation as more fully set forth in Section 8 of this Resolution and as contemplated in the laws of Louisiana and in the United States Treasury Regulations, Section 1.150-2(e), if applicable.

 

            SECTION 27.  Effective Date.  This Resolution shall become effective immediately.

 

            And the resolution was declared adopted, on this, the 16th day of September, 2003.

ATTEST:

 

/s/  Louis Joseph

 

/s/  Robert Caves

Secretary

 

President

 

 

STATE OF LOUISIANA

 

PARISH OF TANGIPAHOA

 

 

            I, the undersigned Secretary of the Parish School Board of the Parish of Tangipahoa, Louisiana, the governing authority of Consolidated School District No. 116 of the Parish of Tangipahoa, do hereby certify that the foregoing pages constitute a true and correct copy of a resolution adopted by the said School Board on September 16, 2003, entitled:

 

A resolution authorizing the incurring of debt and issuance of Three Million Four Hundred Thousand Dollars ($3,400,000) of General Obligation School Improvement Bonds, Series 2003 of Consolidated School District No. 116 of the Parish of Tangipahoa, 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; and providing for other matters in connection therewith.

 

            IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Tangipahoa Parish School Board at Tangipahoa, Louisiana, on this, the 16th day of September, 2003.

 

/s/  Louis Joseph

Secretary

                                                                                                                                                           

 

EXHIBIT A

TO BOND RESOLUTION

 

(FORM OF FACE OF BOND)

 

No. R-_____                                                                                        Principal Amount $_________

 

UNITED STATES OF AMERICA

STATE OF LOUISIANA

PARISH OF TANGIPAHOA

 

GENERAL OBLIGATION SCHOOL IMPROVEMENT BOND, SERIES 2003

CONSOLIDATED SCHOOL DISTRICT NO. 116 OF THE

PARISH OF TANGIPAHOA, STATE OF LOUISIANA

 

Maturity

Date

 

Interest

Rate

 

Bond

Date

 

CUSIP

 Number

May 1, 20__

 

_____­%

 

November 1, 2003

 

__________

 

 

            Consolidated School District No. 116 the Parish of Tangipahoa, State of Louisiana (the “Issuer”), promis­es to pay to:

 

or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Bond Date set forth above or the most recent interest payment date to which interest has been paid or duly provided for, payable semiannually on May 1st and November 1st of each year commencing May 1, 2004, (each an “Interest Payment Date”), at the Inter­est Rate per annum set forth above until said Principal Amount is paid, unless this Bond shall have been previous­ly called for redemption and payment shall have been made or duly provided for.  The principal of this Bond, upon maturity or redemption, is payable in lawful money of the United States of America at the principal corporate trust office of Bank One Trust Company, N.A. in the City of New Orleans, Louisiana, or successor thereto (the “Paying Agent”), upon presenta­tion and surrender hereof.  Interest on this Bond is payable by check mailed by the Paying Agent to the registered owner (deter­mined as of the close of business on the 15th calendar day of the month next preced­ing the Interest Payment Date) at the address as shown on the registra­tion books of the Paying Agent.

 

            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 Resolution (herein defined) until the certifi­cate of registra­tion hereon shall have been signed by the Paying Agent.

 

            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 and the issue of which it forms a part to constitute the same legal, binding and valid obligations 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 and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitution and statutes of the State of Louisiana.

 

IN WITNESS WHEREOF, the Parish School Board of the Parish of Tangipahoa, State of Louisiana, acting as the governing authority of the Issuer, has caused this Bond to be executed in the name of the Issuer by the facsimile signatures of its President and its Secretary and a facsimile of its corporate seal to be imprinted hereon.

 

 

 

 

 

 

(facsimile)

 

Consolidated School District no. 116 of the Parish of Tangipahoa, State of Louisiana

 

(facsimile)

Louis Joseph, Secretary-Treasurer

Tangipahoa Parish School Board

 

Robert Caves, President

Tangipahoa Parish School Board

 

 

*    *    *    *    *    *

 

(FORM OF REVERSE OF BOND)

 

            This bond is one of an authorized issue aggre­gating in princi­pal the sum of Three Million Four Hundred Thousand Dollars ($3,400,000) (the “Bonds”), all of like tenor and effect except as to number, denomination, interest rate and maturity, said Bonds­­ having been issued by the Issuer pursuant to a resolution adopted by its governing author­ity on September 16, 2003 (the “Resolution”), for the purpose of purchasing, constructing, acquiring, erecting and/or improving  school buildings and other school related facilities within and for the Issuer and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, under the authority conferred by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, and were authorized at an election held on July 19, 2003, the results of which election have been duly promulgated in accordance with law.

 

            The Bonds maturing on May 1, 2014, and thereaf­ter, are callable for redemption at the option of the Issuer 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 the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for.  In the event any 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.  Official notice of such call of any of the Bonds­ for redemption shall be given by means of first class mail, postage prepaid, by notice deposited in the United States mail not less than thirty (30) days prior to the redemp­tion date addressed to the registered owner of each Bond to be redeemed at his address as shown on the registra­tion books of the Paying Agent.

 

            The Issuer shall cause to be kept at the principal corporate office of the Paying Agent a register (the “Bond Register”) in which registration of the Bonds and of transfers of the Bonds shall be made as provided in the Resolution.  This Bond may be transferred, registered and assigned only on the Bond Register, and such registra­tion shall be at the expense of the Issuer.  This Bond may be assigned by the execution of the assignment form hereon or by other instrument 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 registered owner) in exchange for this trans­ferred and assigned Bond after receipt of this Bond to be transferred in proper form.  Such new Bond or Bonds shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity.  Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond­ during a period beginning (i) at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date and ending at the

close of business on the Interest Payment Date or (ii) with respect to Bonds to be redeemed, at the opening of busi­ness fifteen (15) days before the date of the mailing of a notice of redemption of such Bonds and ending on the date of such redemption.

 

            This Bond and the issue of which it forms a part constitute general obligations of the Issuer, and the full faith and credit of the Issuer is pledged for the payment of this Bond and the issue of which it forms a part.  The Bonds are secured by a special tax to be imposed and collected annually in excess of all other taxes on all the property subject to taxation within the territorial limits of the Issuer sufficient in amount to pay the principal of this Bond and the issue of which it forms a part and the interest thereon as they severally mature.

 

            This Bond and the issue of which it forms a part have been duly registered with the Secretary of State of the State of Louisiana as provided by law.

 

*    *    *    *    *    *

 

(FORM OF SECRETARY OF STATE ENDORSEMENT – TO BE PRINTED ON ALL BONDS)

 

OFFICE OF SECRETARY OF STATE

STATE OF LOUISIANA

BATON ROUGE

 

 

This Bond secured by a tax.  Registered on this, the _____ day of ____________­_, 2003.

 

 

Secretary of State

 

*    *    *    *    *    *

 

(FORM OF PAYING AGENT’S CERTIFICATE OF REGISTRATION)

 

            This Bond is one of the Bonds referred to in the within-mentioned Resolution.

 

                                                                        BANK ONE TRUST COMPANY, N.A.

                                                                        New Orleans, Louisiana,

                                                                        as Paying Agent

 

 

Date of Registration:                                                    BY:_______________________________­__

                                                                                                          Authorized Officer

 

*    *    *    *    *    *

 

 

                                                       (FORM OF ASSIGNMENT)

 

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

 ___________________________________________________________________

Please Insert Social Security

or other Identifying Number of Assignee

 

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.

 

(FORM OF LEGAL OPINION CERTIFICATE - TO BE PRINTED ON ALL BONDS)

 

            I, the undersigned Secretary of the Parish School Board of the Parish of Tangipahoa, State of Louisiana, do hereby certify that the following is a true copy of the complete legal opinion of Foley & Judell, L. L. P. and Benton, Benton & Benton P.L.C., the original of which was manually executed, dated and issued as of the date of payment for and delivery of the original bonds of the issue described therein and was delivered to _____________________________________________, of _____________________, Louisiana, the original purchaser thereof:

 

(Bond Printer Shall Insert Legal Opinion)

 

            I further certify that an executed copy of the above legal opinion is on file in my office, and that an executed copy thereof has been furnished to the Paying Agent for this Bond.

 

 

(facsimile)

Louis Joseph, Secretary

 

 

*     *     *     *     *     *     *    *

 

                                                                                                                                        EXHIBIT B

                                                                                                               TO BOND RESOLUTION

 

 

 

CONTINUING DISCLOSURE AGREEMENT

 

            This Continuing Disclosure Agreement (the “Disclosure Agreement”) is executed and delivered by Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana (the “Issuer”), acting through the President and Secretary of the Issuer’s governing authority, the Parish School Board for the Parish of Tangipahoa (the “Governing Authority”), in connection with the issuance of $3,400,000 General Obligation School Improvement Bonds, Series 2003 (the “Bonds”), which Bonds are general obligations of the Issuer, payable from unlimited ad valorem taxation on all properties subject to taxation within the corporate limits of the Issuer, pursuant to the election held within the corporate limits of the Issuer on July 19, 2003.  The Bonds are being issued pursuant to a Resolution adopted by the Governing Authority of the Issuer, on September 16, 2003 (the “Resolution”), and are described in the official statement dated ____________, 2003 ­(the “Official Statement”), which contains certain information concerning the Issuer, the Bonds, and certain financial and other information relating thereto.  The Issuer covenants and agrees as follows:

 

            SECTION 1.  Definitions.  In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in the Disclosure Agreement unless otherwise defined herein, the following capitalized terms shall have the following meanings: 

 

            “Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. 

 

            “Bondholders” shall mean both the owners and the beneficial owners of any of the Bonds.

 

            “Dissemination Agent” shall mean the Secretary-Treasurer of the Governing Authority, or any successor Dissemination Agent designated by the Issuer.

 

            “Governing Authority” of the Issuer shall mean the Parish School Board for the Parish of Tangipahoa, State of Louisiana.

 

            “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. 

 

            “National Repository” shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule.  Currently, the following are National Repositories:

 

(i)                  Bloomberg Municipal Repositories of Princeton, New Jersey; (ii) Interactive Data of New York; (iii) Standard & Poors J. J. Kenny Repository of New York, NY; and (iv) DPC Data Inc. of Fort Lee, New Jersey.

 

            “Notice of Material Events” shall mean the Notice required to be given in accordance with Section 5 hereof.

 

            “Participating Underwriter” shall mean any of the original purchasers of the Bonds required to comply with the Rule in connection with offering of the Bonds.

 

            “Repositories” shall mean each National Repository and the State Information Depository, if any.

 

            “Resolution” shall mean the resolution adopted by the governing authority on September 16, 2003, authorizing the issuance of the bonds.

 

            “Rule” shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

 

            SECTION 2.  Purpose of the Disclosure Certificate.  This Disclosure Agreement is being executed and delivered by the Issuer for the benefit of the owners of the Bonds, including owners of the beneficial interests in the Bonds, and the Participating Underwriter, and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(3).

 

            SECTION 3.  Provision of Annual Reports.  The Dissemination Agent shall provide to any person who requests it or to the State Information Repository, if any, an Annual Report which is consistent with the requirements set forth below.  The Annual report shall be provided in each year no later than six (6) months from the end of the Issuer’s first fiscal year ending after the issuance of the Bonds, with the first such report to be due not later than December 30, 2003.  The Annual Report may be submitted as a single document or as separate documents comprising a package, and may be cross-referenced with other information as set forth below; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report, if any.  The aforesaid report may be requested from the Dissemination Agent.

 

            SECTION 4.  Content of Annual Reports.  The Issuer’s Annual Report shall consist of financial information or operating data regarding the Issuer presented in the audited financial statements of the Issuer for the preceding fiscal year.  If the Issuer’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3, the Annual Report shall contain unaudited financial statements in the format similar to the financial

statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual report when they become available.

 

            Any or all of the items listed above may be incorporated by reference from other documents including official statements of debt issues of the Issuer or related public entities, which have been submitted to each of the Repositories or the Municipal Securities Rulemaking Board. If the document incorporated by reference is a deemed financial statement, it shall be available from the Municipal Securities Rulemaking Board.  The Issuer shall clearly identify each such other document so incorporated by reference.

 

            SECTION 5.  Reporting of Listed Events.

 

            (a)        This Section shall govern the giving of notices of the occurrence of any of the following Listed Events with respect to the Bonds:

 

            (1)        Principal and interest payment delinquencies;

            (2)        Non-payment related defaults;

            (3)        Unscheduled draws on debt service reserves reflecting financial difficulties;

(4)               Unscheduled draws on credit enhancements reflecting financial difficulties;

            (5)        Substitution of credit or liquidity providers, or their failure to perform;

            (6)        Adverse tax opinions or events affecting the tax-exempt status of the security;

            (7)        Modifications to rights of security holders;

            (8)        Bond calls;

            (9)        Defeasances;

            (10)      Release, substitution, or sale of property securing repayment of the securities;

            (11)      Rating changes.

 

Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible determine if such event would constitute material information for owners of Bonds, provided that any event under subsection (1), (8), (9)or (11) will always be deemed to be material.

 

            (b)        After the Issuer determines that a Listed Event is material, the Dissemination Agent shall file a notice of such occurrence with each of the Repositories or the Municipal Rulemaking Board, and with any State Information Depository.  Notwithstanding the foregoing, notice of Listed Events described above in (8) and (9) need not be given under this paragraph (b) any earlier than the notice (if any) of the underlying event is given to owners affecting Bonds pursuant to the Resolution.

 

            SECTION 6.  Termination of Reporting Obligation.  The Issuer’s obligations under this Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds.

 

            SECTION 7.  Dissemination Agent.  The Issuer may, from time to time, appoint or engage a successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, subject to the requirement of appointing a successor Dissemination Agent.

 

            SECTION 8.  Amendment; Waiver.  Notwithstanding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate, or adversely affect compliance with, the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. 

 

SECTION 9.  Additional Information.  Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall not have any obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. 

 

            SECTION 10.  Default.  In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, any Bond owner (including any owner of a beneficial interest in the Bonds) or the Participating Underwriter may take such actions as may be necessary and appropriate, to cause the Issuer to comply with its obligations under this Disclosure Agreement.  A default under this Disclosure Agreement shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action to compel performance.

 

            SECTION 11.  Beneficiaries.  This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, Participating Underwriter and owners (including any owner of a beneficial interest in the Bonds) from time to time of the Bonds, and shall create no rights in any other person or entity.

 

            IN FAITH WHEREOF, the undersigned has executed this Continuing Disclosure Agreement on this, the _____ day of ___________, 2003.

 

Consolidated School District No. 116

of the Parish of Tangipahoa, State of Louisiana

 

 

 

 

Louis Joseph, Secretary-Treasurer

 

Robert Caves, President

 

            Minutes of a regular meeting of the Parish School Board of the Parish of Tangipahoa, State of Louisiana, the governing authority of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana, held 6:30 p.m., Tuesday, September 16, 2003 at the School Board office, 59656 Puleston Road, Amite, Louisiana, convened pursuant to notice duly posted in strict compliance with the Public Meeting Law of the State of Louisiana, with the following members present:

 

 

Present

 

Absent

Robert Caves, President

X

 

 

Carl Bardwell

X

 

 

Al Link

X

 

 

Sandra Simmons

X

 

 

Maxine Dixon

X

 

 

Robert Potts

X

 

 

Leonard Genco

X

 

 

Jimmy Richardson

X

 

 

Donnie Williams, Sr.

X

 

 

 

The meeting was called to order and the roll called, with the above result.

 

            Also present was Louis Joseph, Superintendent of Schools and Secretary of the School Board.

 

            The time having arrived for the sale of $3,400,000 of General Obligation School Improvement Bonds, Series 2003 (the “Bonds”) of Consolidated School District No. 116 of the Parish of Tangipahoa, Louisiana (the “Issuer” or “District”) scheduled for 6:30 o’clock (6:30) p.m., September 16, 2003, pursuant to advertisement of the notice of bond sale which was duly published.  The President then announced that the first order of business was to open the bids received and to formally approve the official Notice of Bond Sale and the Official Statement that was prepared and distributed to prospective purchasers in connection with the sale of the Bonds.  It was then stated that the Notice of Bond Sale which had been issued pursuant to a resolution adopted August 5, 2003, calling for sealed bids for the purchase of the Bonds had been published in The Daily Journal of Commerce, New Orleans, Louisiana, on August 18, 2003, and in the Hammond Daily Star, Hammond, Louisiana, on August 18, 2003.  It was announced that three (3) bids had been received for the purchase of the Bonds.

 

            The President then stated it was time to consider and adopt a resolution authorizing the opening of sealed bids, approving the Official Notice of Bond Sale and the Official Statement in connection therewith, and called for public comment thereon pursuant to L.R.S. 42:5.1.  After all who wished to speak were heard, and a full discussion by the board, the following resolution was offered by Mr. Williams, seconded by Mr. Genco, adopted by the following vote:

 

YEAS:             Robert Caves, Carl Bardwell, Al Link, Sandra Simmons, Maxine Dixon, Robert Potts, Leonard Genco, Jimmy Richardson and Donnie Williams, Sr.

 

NAYS: None.

 

ABSENT:        None.

 

            And the resolution provides as follows:

 

RESOLUTION

 

A resolution providing for the opening of the sealed bids received for the purchase of Three Million Four Hundred Thousand Dollars ($3,400,000) of General Obligation School Improvement Bonds, Series 2003 of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana, approving the Official Notice of Bond Sale and Official Statement in connection therewith, and authorizing the President and the Secretary of the Parish School Board to sign copies thereof as evidence of the approval thereof.

 

            BE IT RESOLVED by the Parish School Board of the Parish of Tangipahoa, State of Louisiana (the “Governing Authority”), acting as the governing authority of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana (the “Issuer”), that:

 

            SECTION 1.  This Governing Authority does now proceed in open and public session to open the sealed bids received for the purchase of Three Million Four Hundred Thousand Dollars ($3,400,000) of General Obligation School Improvement Bonds, Series 2003 (the “Bonds”) of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana as authorized and duly advertised for sale by virtue of a resolution adopted on August 5, 2003.

 

            SECTION 2.  The official Notice of Bond Sale and Official Statement prepared in connection with the sale of the Bonds, and the information contained therein, are hereby approved by this Governing Authority and the President and Secretary of the Governing Authority are hereby authorized, empowered and directed to sign copies thereof as evidence of its approval.

 

This resolution having been submitted to a vote, the vote thereon was as follows:

            And the resolution was declared adopted on this, the 16th day of September, 2003.

Tangipahoa Parish School Board

 

 

 

 

 

Louis Joseph, Secretary-Treasurer

 

Robert Caves, President

 

 

STATE OF LOUISIANA

PARISH OF TANGIPAHOA

            I, the undersigned Secretary of the Parish School Board of the Parish of Tangipahoa, State of Louisiana, do hereby certify that the foregoing three (3) pages consti­tute a true and correct copy of the proceedings taken by said Governing Authority on September 16, 2003, providing for the reception and opening of sealed bids received for the purchase of $3,400,000 of General Obligation School Improvement Bonds, Series 2003 of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana.

 

            IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Parish School Board on this, the 16th day of September, 2003.

 

 

 

Louis Joseph, Secretary-Treasurer

 

 

            Minutes of a regular meeting of the Parish School Board of the Parish of Tangipahoa, State of Louisiana, the governing authority of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana, held 6:30 p.m., Tuesday, September 16, 2003 at the School Board office, 59656 Puleston Road, Amite, Louisiana, convened pursuant to notice duly posted in strict compliance with the Public Meeting Law of the State of Louisiana, with the following members present:

 

 

Present

 

Absent

Robert Caves, President

X

 

 

Carl Bardwell

X

 

 

Al Link

X

 

 

Sandra Simmons

X

 

 

Maxine Dixon

X

 

 

Robert Potts

X

 

 

Leonard Genco

X

 

 

Jimmy Richardson

X

 

 

Donnie Williams, Sr.

X

 

 

 

            The meeting was called to order and the roll called, with the above result.

Also present was Louis Joseph, Superintendent of Schools and Secretary of the School Board.

 

                The sealed bids received on September 16, 2003 for the purchase of Three Million Four Hundred Thousand Dollars ($3,400,000) of General Obligation School Improvement Bonds, Series 2003 (the “Bonds”) of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana (the “Issuer”), were thereupon opened and read in public session of the Parish School Board of the Parish of Tangipahoa, State of Louisiana (the “Governing Authority”), said bids being based upon the maturity schedule set out in the Official Statement and hereinafter set out in these proceedings, said bids being as follows, to-wit:

 

  1. A bid for Bonds submitted by City Group Global Markets, Inc. of Dallas, Texas, bearing interest as follows:

 

Bonds 

Maturing

(May 1)

 

 

 

Amou­nt

 

Interest

Rate Per

Annum

 

Bonds 

Maturing

(May 1)

 

 

 

Amount

 

Interest

Rate Per

Annum

 

      2004

 

 

 

$     95,000

 

 

5.00%

 

 

2014

 

$       165,000

 

 

3.700%

2005

 

      100,000

 

5.00%

 

2015

 

         175,000

 

3.800%

2006

 

      105,000

 

5.00%

 

2016

 

185,000

 

4.000%

2007

 

      115,000

 

5.00%

 

2017

 

          195,000

 

4.000%

2008

 

      120,000

 

5.00%

 

2018

 

205,000

 

4.100%

2009

 

      125,000

 

5.00%

 

2019

 

          220,000

 

4.200%

2010

 

      135,000

 

5.00%

 

2020

 

230,000

 

4.300%

2011

 

      140,000

 

5.00%

 

2021

 

          245,000

 

4.400%

2012

 

      150,000

 

4.25%

 

2022

 

          260,000

 

4.450%

2013

 

      160,000

 

3.60%

 

2023

 

          275,000

 

4.500%

 

Premium:                      -0-

 

True Interest Cost:        4.288218%

 

2.        A bid for Bonds submitted by Duncan Williams FSA of Memphis, Tennessee, bearing interest as follows:

 

Bonds 

Maturing

(May 1)

 

 

 

Amou­nt

 

Interest

Rate Per

Annum

 

Bonds 

Maturing

(May 1)

 

 

 

Amount

 

Interest

Rate Per

Annum

 

      2004

 

 

 

 $  95,000

 

 

5.500%

 

 

2014

 

$       165,000

 

 

4.000%

2005

 

      100,000

 

5.000%

 

2015

 

         175,000

 

4.000%

2006

 

      105,000

 

4.250%

 

2016

 

185,000

 

4.000%

2007

 

      115,000

 

4.250%

 

2017

 

         195,000

 

4.000%

2008

 

      120,000

 

4.250%

 

2018

 

205,000

 

4.100%

2009

 

      125,000

 

4.250%

 

2019

 

         220,000

 

4.200%

2010

 

      135,000

 

4.250%

 

2020

 

230,000

 

4.300%

2011

 

      140,000

 

4.250%

 

2021

 

         245,000

 

4.400%

2012

 

      150,000

 

4.250%

 

2022

 

         260,000

 

4.450%

2013

 

      160,000

 

4.300%

 

2023

 

         275,000

 

4.550%

 

Premium:                      -0-

 

True Interest Cost:        4.264171%

4.         A bid for Bonds submitted by Morgan Keegan Company, Inc. of New Orleans, Louisiana, bearing interest as follows:

 

 

Bonds 

Maturing

(May 1)

 

 

 

Amou­nt

 

Interest

Rate Per

Annum

 

Bonds 

Maturing

(May 1)

 

 

 

Amount

 

Interest

Rate Per

Annum

 

      2004

 

 

 

 $    95,000

 

 

6.000%

 

 

2014

 

$       165,000

 

 

3.600%

2005

 

      100,000

 

6.000%

 

2015

 

         175,000

 

3.700%

2006

 

      105,000

 

6.000%

 

2016

 

185,000

 

3.800%

2007

 

      115,000

 

6.000%

 

2017

 

         195,000

 

4.000%

2008

 

      120,000

 

6.000%

 

2018

 

205,000

 

4.000%

2009

 

      125,000

 

4.600%

 

2019

 

         220,000

 

4.100%

2010

 

      135,000

 

4.700%

 

2020

 

230,000

 

4.200%

2011

 

      140,000

 

4.200%

 

2021

 

         245,000

 

4.300%

2012

 

      150,000

 

3.750%

 

2022

 

         260,000

 

4.350%

2013

 

      160,000

 

3.750%

 

2023

 

         275,000

 

4.400%

 

Premium:                      -0-

 

True Interest Cost:        4.200535%

                                                                                                                                                                                                                                                The President then stated it was time to consider and adopt a resolution authorizing the sale of the $3,400,000 of General Obligation School Improvement bonds to the company submitting the best bid, and called for public comment thereon pursuant to L.R.S. 42:5.1.  After all who wished to speak were heard, and a full discussion by the board, the following resolution was offered by Mr. Potts, seconded by Mr. Genco, and adopted by the following vote:

 

YEAS:             Robert Caves, Carl Bardwell, Al Link, Sandra Simmons, Maxine Dixon, Robert Potts, Leonard Genco, Jimmy Richardson and Donnie Williams, Sr.

 

NAYS: None.

 

ABSENT:        None.

 

RESOLUTION

 

A resolution accepting the bid of Morgan Keegan & Company, Inc. of  New Orleans, Louisiana for the purchase of Three Million Four Hundred Thousand Dollars ($3,400,000) of General Obligation School Improvement Bonds, Series 2003, of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana.

                                                                                                                                                                                                                WHEREAS, pursuant to the provisions of a Notice of Bond Sale dated August 5, 2003, published in the manner required by law, and pursuant to the provisions of a resolution adopted by the Parish School Board of the Parish of Tangipahoa, State of Louisiana, (the “Governing Authority”) on August 5, 2003, sealed bids were solicited for the purchase of Three Million Four Hundred Thousand Dollars ($3,400,000) of General Obligation School Improvement Bonds, Series 2003 (the “Bonds”), of  Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana (the “Issuer”), on September 16, 2003; and

 

            WHEREAS, three (3) bids were received for the purchase of the Bonds; and

 

            WHEREAS, the Governing Authority has found and determined and does hereby find and determine that the bid submitted by Morgan Keegan & Company, Inc. of New Orleans, Louisiana (the “Purchaser”), complies with all terms and conditions prescribed by the Notice of Bond Sale and Official Statement; and                                                   

 

            WHEREAS, this Governing Authority desires to accept said bid and to take such action as may be necessary to accomplish the delivery of the Bonds to the Purchaser;

NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Tangipahoa, State of Louisiana, acting as the governing authority of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana (the “Governing Authority”), that:

 

            SECTION 1.  Bid.  The bid of the Purchaser for the purchase of the Bonds, a copy of which is annexed hereto as Exhibit A, is hereby accepted and the Bonds are hereby awarded in compliance with the terms of the bid.

 

            SECTION 2.  Good Faith Deposit.  The good faith deposit, either in the form of a check or a surety bond with FSA Sure-Bid, in the amount of $68,000 accompanying said bid is hereby accepted in accordance with and subject to said Official Notice of Bond Sale.  The amount of the good faith deposit shall be deposited and credited towards the purchase price of the Bonds without regard to any interest earnings thereon.

 

            SECTION 3.  Delivery of Bonds.  When the Bonds have been properly prepared, this Governing Authority is hereby authorized to deliver the Bonds to the Purchaser upon the payment of the purchase price thereof  and accrued interest to the date of delivery, less a credit of $68,000 for the amount of the good faith deposit described above.

 

            SECTION 4. Official Statement.  This Governing Authority hereby finds that due diligence has been exercised in preparing the Bonds for sale and in preparing the Official Statement pertaining to the Bonds, and in view of that fact, the Secretary of the Governing Authority is hereby authorized and directed to execute and deliver to the successful bidder, as set forth herein, at the time of closing, a certificate which shall be substantially in the form of the certificate annexed hereto as Exhibit B.

 

            SECTION 5.  Effective Date.  The foregoing resolution shall take effect immediately upon its adoption.

 

            And the resolution was declared adopted on this, the 16th day of September, 2003.

 

TAngipahoa Parish School Board

 

 

 

 

 

 

Louis Joseph, Secretary-Treasurer

 

Robert Caves, President

 

 

STATE OF LOUISIANA

 

PARISH OF TANGIPAHOA

 

                I, the undersigned Secretary of the Parish School Board of the Parish of Tangipahoa, State of Louisiana, do hereby certify that the foregoing six (6) pages consti­tute a true and correct copy of the proceedings taken by said Governing Authority on September 16, 2003, providing for the acceptance of the lowest and best bid received for the purchase of $3,400,000 of General Obligation School Improvement Bonds, Series 2003 of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana.

 

            IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Parish School Board on this, the 16th day of September, 2003.

 

 

 

Louis Joseph, Secretary-Treasurer

 

 

 

(COPY OF SUCCESSFUL BID)

 

                                                                                                                                        EXHIBIT B

 

 

OFFICIAL STATEMENT CERTIFICATE

 

                I, the undersigned Secretary of the Parish School Board of the Parish of Tangipahoa, State of Louisiana, with respect to the Official Statement (the “Official Statement”) issued regarding the sale of Three Million Four Hundred Thousand Dollars ($3,400,000) of General Obligation School Improvement Bonds, Series 2003 (the “Bonds”) of Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana (the “Issuer”), DO HEREBY CERTIFY:

 

            THAT, at the time of payment for and delivery of the Bonds and at the date hereof, (i) the descriptions and statements, including financial data, of or pertaining to the Issuer, on the date of the Preliminary Official Statement, on the date of the Official Statement, on the date of the sale of the Bonds and on the date of the delivery thereof, were and are true in all material respects, and, insofar as such matters are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and (ii) insofar as the descriptions and statements, including financial data, of or pertaining to governmental and/or non-governmental entities other than the Issuer and their activities, contained in the Official Statement are concerned, such descriptions, statements and data have been obtained from sources which the governing authority of the Issuer believes to be reliable and the said governing authority has no reason to believe that they are untrue or incomplete in any material respect, and (iii) there has been no adverse material change in the affairs of the Issuer between the date of the delivery of the Official Statement and the date of delivery of the Bonds.

 

                                                                        Consolidated School District No. 116 of the Parish of Tangipahoa, State of Louisiana

 

 

 

Louis Joseph, Secretary-Treasurer

 

 

Dated : ______________, 2003 (Date of Delivery)

 

            The  Board discussed the possible violation of the policy regarding political campaigning on school grounds. The Superintendent was directed to send all principals a letter reminding them of the policy regarding  political campaigning on school grounds.

 

Mrs. Doris Flanagan, President of the Tangipahoa Parish Federation of Teachers, spoke in public input regarding Constitutional Amendments.

           

It was moved by Mr. Bardwell, seconded by Mr. Potts to adjourn (6:48 p.m.)  Hearing no objection, the motion was unanimously adopted.

 

                                                                                                Respectfully submitted,

 

 

 

                                                                                                Robert Caves, President

 

 

Louis L. Joseph, Secretary-Treasurer

 

Recorded By: Jo-Ann L. Frazier (09/16/03)