4810
Parish of Cameron
February 13, 2012
The Cameron Parish School Board met at its regular meeting on this date, members in attendance are: Tracy Carter, Dot Theriot, Marsha Trahan, Karen Nunez, James Boudreaux and R. Scott Nunez. Absent: Dwayne Sanner
The prayer and the pledge were led by Mrs. Nunez and Mr. Nunez.
On the motion of Mrs. Nunez, seconded by Mr. Boudreaux, the Board approved the agenda as revised.
On the motion of Mr. Boudreaux, seconded by Mrs. Carter, the Board approved the board minutes of the regular meeting on January 10, 2012, as presented by the Superintendent.
On the motion of Mrs. Trahan, seconded by Mr. Nunez, the Board recognized the official retirement of Mr. Gayle Zembower, long time Architect of Record for the Cameron Parish School Board, as presented by the Superintendent.
On the motion of Mr. Boudreaux, seconded by Mrs. Nunez, the Board approved to adopt temporarily a resolution providing for issuance, sale and delivery of General Obligation Refunding Bonds of School District No. Four of the Parish of Cameron, Louisiana, 2012 Series; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for payment of the principal of and interest on such bonds and the application of the proceeds thereof to the refunding of certain General Obligation School Bonds of the Issuer; and providing for other matters in connection therewith, as presented by Attorney Joseph A. Delafield.
On the motion of Mrs. Nunez, seconded by Mr. Nunez, the Board received remarks from Joe Dupont, Cameron Parish Police Juror requesting that all public entities save money for taxpayers by rolling back taxes when possible, as presented by the Superintendent and Mr. Dupont.
On the motion of Mr. Nunez, seconded by Mrs. Nunez the Board approved the following financial issues:
Authorization of payment of the bills, as presented by Mrs. Trahan.
Receipt of Financial Statement and Reports of Current Investments, as presented by Mrs. Trahan.
Receipt of monthly update on FEMA issues, with overall payments of $ 49,967,673.73 (Rita, Gustav and Ike payments) to date, $ 16,378,118.69 in request for funds submitted to be paid, as presented by Ms. Sylvia Cisneros.
On the motion of Mr. Nunez, seconded by Mr. Boudreaux, the Board approved to table for 30 days revisions to Policy JDCC- Student Assignments, as prepared by Attorney Bob Hammonds, as presented by the Superintendent and Mr. Hammonds of Hammonds and Sills Law Firm. Opposed: Mrs. Nunez
On the motion of Mrs. Theriot, seconded by Mrs. Nunez, the Board approved to discontinue bussing students from Grand Lake to South Cameron High School at the end of the 2011-2012 school session. Opposed: James Boudreaux, Tracy Carter
On the motion of Mr. Nunez, and seconded by Mrs. Carter, the Board received to consider for 30 day review, revisions to Policy IDDF Education of Students with Exceptionalities, to align with appropriate legal language, as presented by the Superintendent and Mr. Hammonds of Hammonds and Sills Law Firm.
On the motion of Mrs. Nunez, and seconded by Mr. Nunez, the Board received memo entitled "Redistricting Information on Criteria, Processes, and Timelines" from attorney Michael Heffner, Chief Demographer, Geographic Planning and Demographic Services, LLC and approved Cameron Parish School Board Redistricting Workshop to be held Monday, April 9, 2012 at 2:30 PM, at the Cameron Parish School Board Office, 510 Marshall St., Cameron, LA, as presented by the Superintendent.
On the motion of Mrs. Nunez, seconded by Mrs. Carter, the Board approved current construction bid activities, as presented by James Hoffpauir, Project Management.
Projects to be bid-
Hackberry High School Parking- Cheniere PILOT funds- Out to bid on February 23, 2012. Bids to be received March 15, 2012
Projects out for bid-
None at this time
Approval of bid and quote awards- Selena Cisneros, Project Management
Consider approval of Delta Development of Lake Charles, LLC, low bidder, as General Contractor for South Cameron High School Pre-K Playground-CDBG
Bidder Bid
Sam Istre Construction $67,250.
Pat Williams Construction $85,000.
Alfred Palma, LLC No Bid
Delta Development of Lake Charles, LLC $62,300.
Conner-Manceaux General Contractor $65,670.
Lewing Construction Co., Inc. $84,950.
Michael J. Leblanc Construction Co., Inc. $76,720.
Shannon Smith Construction, Inc. $81,040.
On the motion of Mrs. Nunez, seconded by Mrs. Carter, the Board approved authorizing the Superintendent to advertise for new bids and accept low bids on currently advertised projects due to requisite number of advertising days and a need to move forward on projects, as presented by the Superintendent.
On the motion of Mrs. Nunez, seconded by Mrs. Carter, the Board received updates on current FEMA, CDBG and General Fund Construction, Repairs, and Renovations to permanent and temporary sites' projects from Hoffpauir Architects, LLC, Cameron Parish School Board's Project Management Firm, as presented by James Hoffpauir, Architect, and Selena Cisneros, Engineer, Superintendent and Project Architects.
On the motion of Mr. Boudreaux, seconded by Mrs. Carter, the Board received correspondence in reference to public comments on Coastal Master Plan, to be received through February 25, 2012, as presented by the Superintendent.
On the motion of Mr. Nunez, seconded by Mrs. Nunez, the Board received correspondence from FEMA Region VI, in reference to the Cameron Parish new flood maps, scheduled to be considered for approval by the Cameron Parish Police Jury at the March 5, 2012 meeting, as presented by the Superintendent.
On the motion of Mr. Boudreaux, seconded by Mr. Nunez, the Board received confirmation of School Board Member training hours earned in 2011, per Statute, as presented by the Superintendent.
James Boudreaux 18 hours
Tracy Carter 18 hours
Karen Nunez 15.5 hours
R. Scott Nunez 7 hours
Dwayne Sanner 7 hours
Dorothy Theriot 8 hours
Marsha Trahan 8 hours
On the motion Mrs. Nunez, seconded by Mr. Boudreaux, the Board received Cameron Parish School District Standards Assessment Report in advance of the March 11-14, 2012 Quality Assurance Review, as presented by the Superintendent.
On the motion of Mr. Nunez, seconded by Mrs. Nunez, the Board approved the Personnel Report, as presented by Superintendent.
The Board voted to enter into executive session for litigation information on Sam Istre Construction Inc. vs. 10-18926 Cameron Parish School Board et al-Superintendent
ROLL CALL VOTE:
YEAHS: Mr. Nunez, Mr. Boudreaux, Mrs. Nunez, Mrs. Theriot, Mrs. Carter, Mrs. Trahan
NAYS: None
ABSENT: Mr. Sanner
The Board voted to enter into regular session on Sam Istre Construction Inc. vs. 10-18926 Cameron Parish School Board et al - Superintendent
ROLL CALL VOTE:
YEAHS: Mr. Nunez, Mr. Boudreaux, Mrs. Nunez, Mrs. Theriot, Mrs. Carter, Mrs. Trahan and Mr. Sanner
NAYS: None
ABSENT: Mr. Sanner
On the motion of Mrs. Nunez, seconded by Mr. Nunez, the Board approved receiving information on litigation information.
On the motion of Mrs. Nunez, seconded by Mr. Nunez, the Board adjourned the regular school board meeting.
_____________________________________February 13, 2012
Stephanie D. Rodrigue, Superintendent Date
Personnel Report
REQUEST FOR PAYMENT OF UP TO 25 DAYS ACCUMULATED SICK LEAVE
Natalie Lalande Grand Lake /South Cameron High School, Speech Teacher
EXTENDED SICK LEAVE DAYS
Torrey Bonsall Grand Lake High School, Secretary, ½ day 1/19-½ day
Erin Canik Grand Lake High School, Teacher, 1/2 thru 1/12, 8.5 days
Patina Guidry Grand Lake High School, Teacher, 1/2 thru 1/31, 20.5 days
Valery Jordan Grand Lake High School, Sweeper, 1/31, ½ day
Shauntel Landreneau Grand Lake High School, Teacher, 1/9, 1/10, 2 days
Lori Smith Grand Lake High School, Aid, 1/4, 1/5, ½ day 1/20, 2.5 days
Patty Trahan Grand Lake High School, Lunchroom, 1/4 thru 1/31, 20 days
Jendy Trahan Grand Lake High School, Teacher, 1/2 thru 1/9, 6 days
Kim Vidrine Grand Lake High School, Therapist, 1/2 and 1/17, 2 days
Jackie Alleman South Cameron High School, Lunchroom, 1/5 thru 1/23, 9 days
D’Juana Fontenot South Cameron High School, Teacher, 1/3, 1 day
Ina Gaspard South Cameron High School, Bus Driver, 1/2 thru 1/31, 17 days
Virginia Jones South Cameron High School, Teacher, 1/12, 1/17, 1/19, 1/23 -1/25, 6 days
Christa Lebouef South Cameron High School, Aid, 1/9, 1/17, 1/24, 1/26, 4 days
Linda Leblanc South Cameron High School, Teacher, 1/2 thru 1/31, 17 days
Cheryl McCutcheon South Cameron High School, Teacher, 1/17 ½ day, 1/18 thru 1/25, 8.5 days
Ann Nunez South Cameron High School, Teacher, 1/5 ½ day, 1/13 ½ day thru 1/31, 14 days
Monica Nunez South Cameron High School, Sweeper, 1/2 thru 1/31, 17 days
Gail Shay South Cameron High School, Lunchroom, 1/9 thru 1/12, 4 days
Amanda Trosclair South Cameron High School, 1/2 thru 1/26, 1/13 was ½ day, 15.5 days
APPROVED:
_______________________________
Dorothy Theriot, President
CAMERON PARISH SCHOOL BOARD
_______________________________
Stephanie D. Rodrigue, Superintendent
CAMERON PARISH SCHOOL BOARD
Cameron Louisiana
February 13, 2012
The Cameron Parish School Board, State of Louisiana, met in regular public session at its regular meeting place on Main Street, Cameron, Louisiana, at 4:00 o’clock p.m. on February 13, 2012, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.
President, Dorothy Theriot, called the meeting to order and on roll call, the following members were present:
James Boudreaux, Tracy Carter, Karen Nunez, R. Scott Nunez, Dorothy Theriot, and Marsha Trahan
ABSENT: Dwayne Sanner
Stephanie D. Rodrigue, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.
Thereupon, the following resolution was then introduced, and pursuant to motion made by James Boudreaux and seconded by Karen Nunez, was adopted by the following vote:
YEAS: James Boudreaux, Tracy Carter, Karen Nunez, R. Scott Nunez, Dorothy Theriot, and Marsha Trahan
NAYS: None
ABSENT: Dwayne Sanner
NOT VOTING: None
BOND RESOLUTION
A resolution providing for the issuance, sale and delivery of not exceeding $3,500,000 General Obligation Refunding Bonds of School District No. Four of the Parish of Cameron, Louisiana, 2012 Series; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for payment of the principal of and interest on such bonds and the application of the proceeds thereof to the refunding of certain General Obligation School Bonds of the Issuer; and providing for other matters in connection therewith.
WHEREAS, School District No. Four of the Parish of Cameron, Louisiana (the “District”) held an election on July 19, 2003, within said District, pursuant to which the District issued $5,000,000 General Obligation School Bonds, Series 2003, dated October 1, 2003 on original issue, of which $3,585,000 is currently outstanding (the "Outstanding Bonds”) which Outstanding Bonds are payable from a pledge and dedication of that portion of the net avails or proceeds of ad valorem taxes levied on all properties subject to taxation within the District, all in accordance with Article VI, Section 33 and Article VII, Section 26(E) of the Constitution of the State of Louisiana, and those portions of Part II of Article VII of the Constitution of 1974 of the State of Louisiana not repealed by the 1977 Louisiana Legislature, and Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter; and
WHEREAS, the Cameron Parish School Board, State of Louisiana, governing authority of the District has found and determined that advance refunding the callable maturities of the Outstanding Bonds, consisting of those bonds maturing March 1, 2014 through March 1, 2023, inclusive (the “Refunded Bonds”), would be advantageous to the District;
WHEREAS, the Cameron Parish School Board has adopted a preliminary resolution on October 10, 2011, expressing its intention to issue general obligation refunding bonds of the District in an amount not to exceed $3,500,000 pursuant to the Act;
WHEREAS, on November 17, 2011, the State Bond Commission gave final approval and granted authority for issuance of the Bonds in the principal amount not exceeding $3,500,000;
WHEREAS, pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, it is now the desire of the District to adopt this Bond Resolution in order to provide for issuance by the District of not exceeding $3,500,000 principal amount of its General Obligation Refunding Bonds, 2012 Series (the “Bonds”), for the purpose of advance refunding the Refunded Bonds, to fix the details of the Bonds and to sell the Bonds to the purchasers thereof;
WHEREAS, it is further necessary to provide for application of the proceeds of the Bonds and to provide for other matters in connection with payment or redemption of the Refunded Bonds;
WHEREAS, in connection with issuance of the Bonds, it is necessary that provision be made for payment of the principal, interest and redemption premium, if any, of the Refunded Bonds described in Exhibit A hereto, and to provide for the call for redemption of the Refunded Bonds, pursuant to a Notice of Call for Redemption;
WHEREAS, it is necessary that this School Board as the governing authority of the District, prescribe the form and content of the Escrow Deposit Agreement providing for payment of the principal, premium and interest of the Refunded Bonds and authorize execution thereof as hereinafter provided;
WHEREAS, the District desires to sell the Bonds to the purchasers thereof and to fix the details of the Bonds and the terms of the sale of the Bonds;
NOW, THEREFORE, BE IT RESOLVED by the Cameron Parish School Board, State of Louisiana, acting as the governing authority of the District, that:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions. The following terms shall have the following meanings in this resolution unless the context otherwise requires:
“Act” shall mean Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.
“Bond” or “Bonds” shall mean any or all of the General Obligation Refunding Bonds, 2012 Series of the District, issued pursuant to this Bond Resolution, as the same may be amended from time to time, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued Bond. The Bonds shall be secured by and payable from ad valorem taxes levied upon taxable properties within the District.
“Bondholder,” “Registered Owner,” or “Owner” shall mean the Person reflected as registered owner of any of the Bonds on the registration books maintained by the Paying Agent.
“Bond Counsel” shall mean an attorney or firm of attorneys whose experience in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized.
“Bond Obligation” shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.
“Bond Resolution” shall mean the resolution authorizing issuance of the Bonds, as further amended and supplemented as herein provided.
“Bond Year” shall mean the one-year period ending on the principal payment date on the Bonds (March 1).
“Business Day” shall mean a day of the year other than a day on which banks located in New York, New York and the cities in which the principal offices of the Paying Agent are located are required or authorized to remain closed and on which the New York Stock Exchange is closed.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Costs of Issuance” shall mean all items of expense, directly or indirectly payable or reimbursable and related to the authorization, sale and issuance of the Bonds, including but not limited to printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees and charges for the preparation and distribution of a preliminary official statement and official statement, if paid by the Issuer, fees and disbursements of consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, costs and expenses of refunding, premiums for the insurance policy securing payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the District in connection with the original issuance of Bonds.
“Debt Service” for any period shall mean, as of the date of calculation, an amount equal to the sum of (i) interest payable during such period on Bonds and (ii) the principal amount of Bonds which mature during such period.
“Defeasance Obligations” shall mean (a) cash or (b) non callable Government Securities.
“District” shall mean School District No. Four of the Parish of Cameron, Louisiana.
“Escrow Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, and its successor or successors, and any other person which may at any time be substituted in its place pursuant to the Bond Resolution.
“Escrow Agreement” shall mean the Escrow Deposit Agreement dated as of March 15, 2012, between the District and the Escrow Agent, substantially in the form attached hereto as Exhibit E, as the same may be amended from time to time, the terms of which Escrow Agreement are incorporated herein by reference.
"Executive Officers” shall mean the President, the Secretary, and the Chief Financial Officer of the Cameron Parish School Board.
“Fiscal Year” shall mean the one-year period commencing on July 1 of each year, or such other one-year period as may be designated by the Governing Authority as the fiscal year of the District.
“Governing Authority” shall mean the School Board of Cameron Parish, State of Louisiana, or its successor in function.
“Government Securities” shall mean direct general obligations of, or obligations the timely payment of principal of and interest on which are fully and unconditionally guaranteed by, the United States of America, which may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form.
“Interest Payment Date” shall mean March 1 and September 1 of each year, commencing September 1, 2012.
“Outstanding,” when used with reference to the Bonds, shall mean as of any date, all Bonds theretofore issued under the Bond Resolution, except:
Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;
Bonds for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent or an escrow agent in trust for the owners of such Bonds with the effect specified in Section 11.1 of this Bond Resolution, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to the Bond Resolution, to the satisfaction of the Paying Agent, or waived;
Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to the Bond Resolution; and
Bonds alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in the Bond Resolution or by law.
“Paying Agent” shall mean Argent Trust, a Division of National Independent Trust Company, in the city of Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Bond Resolution, and thereafter “Paying Agent” shall mean such successor Paying Agent.
“Person” shall mean any individual, corporation, partnership, joint venture, association joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Pledged Tax Revenues” shall mean the net avails or proceeds of the unlimited ad valorem tax levied against all assessable properties within the District, as approved by the electorate of the District in an election previously held therein.
“Qualified Investments” shall mean (i) cash, (ii) Government Securities, and (iii) time certificates of deposit of state banks organized under the laws of the State and national banks having their principal office in the State which are fully collateralized by government securities as provided by Louisiana law, or any other investment security which may be permitted by Louisiana law.
“Record Date” shall mean, with respect to an Interest Payment Date, the close of business on the fifteenth calendar day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
“Refunded Bonds” shall mean those bonds of the District’s outstanding General Obligation School Bonds, Series 2003, dated October 1, 2003 on original issue, maturing March 1, 2014 to March 1, 2023, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.
“State” shall mean the State of Louisiana.
“Underwriter” shall mean Morgan Keegan & Company, Inc., Baton Rouge, Louisiana.
SECTION 1.2. Interpretation. In this Bond Resolution, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and (c) the title of the offices used in this Bond Resolution shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.
ARTICLE II
AUTHORIZATION AND ISSUANCE OF BONDS
SECTION 2.1. Authorization of Bonds. This Bond Resolution creates an issue of Bonds to be designated “General Obligation Refunding Bonds of School District No. Four of the Parish of Cameron, Louisiana, 2012 Series,” and provides for the full and final payment of the principal or redemption price of, and interest on all the Bonds.
(b) The Bonds issued under this Bond Resolution shall be issued for the purpose of advance refunding the Refunded Bonds through escrow of a portion of the proceeds of the Bonds, together with other available moneys of the District, in Government Securities plus an initial cash deposit, in accordance with the terms of the Escrow Agreement, in order to provide for payment of the principal of, premium, if any, and interest on the Refunded Bonds as they mature or upon earlier redemption as provided in Section 13.1 hereof.
(c) Provision having been made for the orderly payment until maturity or earlier redemption of all the Refunded Bonds, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Bond Resolution, provision will have been made for the performance of all covenants and agreements of the District incidental to the Refunded Bonds, and accordingly, and in compliance with all that is herein provided, the District is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that the Refunded Bonds are paid from the Government Securities and funds so escrowed in accordance with the provisions of the Escrow Agreement, and that the Refunded Bonds will be defeased pursuant to the terms of the resolution of the Governing Authority which authorized their issuance, and the Act.
(d) The Escrow Agreement is hereby approved by the Governing Authority of the District and the Executive Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the District substantially in the form of Exhibit E hereof, with such changes, additions, deletions or completions deemed appropriate by such signing officials, and it is expressly provided and covenanted that all of the provisions for payment of the principal of, premium, if any, and interest on the Refunded Bonds from the special trust fund created under the Escrow Agreement shall be strictly observed and followed in all respects.
SECTION 2.2. Bond Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Bonds by those who shall own the same from time to time, the provisions of this Bond Resolution shall be a part of the contract of the Issuer with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the Owners from time to time of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, each of which Bonds, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Resolution.
SECTION 2.3. Obligation of Bonds. The Bonds shall be secured by and payable in principal, premium, if any, and interest solely from an irrevocable pledge and dedication of the Pledged Tax Revenues. The Pledged Tax Revenues are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for payment of the Bonds in principal, premium, if any, and interest as they shall become due and payable, and for other purposes hereinafter set forth in this Bond Resolution. All of the Pledged Tax Revenues shall be set aside in a separate fund as hereinafter provided, and shall be and remain pledged for the security and prompt payment of the Bonds, in principal, premium, if any, and interest and for all other payments provided for in this Bond Resolution until such Bonds shall have been fully paid and discharged.
SECTION 2.4. Authorization and Designation. Pursuant to the provisions of the Act, there is hereby authorized issuance of not exceeding $3,500,000 principal amount of Bonds to be designated “General Obligation Refunding Bonds of School District No. Four of the Parish of Cameron, Louisiana, 2012 Series,” for the purpose of advance refunding the Refunded Bonds. The Bonds shall be in substantially the form set forth in Exhibit C hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Bond Resolution.
SECTION 2.5. Denominations, Dates, Maturities and Interest. The Bonds are issuable as fully registered bonds without coupons in the denominations of $5,000 principal amount or any integral multiple thereof within a single maturity, and shall be numbered R-l upwards.
The Bonds shall be dated the date of delivery thereof, shall bear interest payable on March 1 and September 1 of each year, commencing September 1, 2012, at the rates per annum and annual principal maturities set forth in the final Official Statement to be approved by the Superintendent of Schools, and shall mature on March 1 in the years 2012 through and including 2023, in the aggregate principal amount not to exceed $3,500,000.
The principal and premium, if any, of the Bonds are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof. Interest on the Bonds is payable by check mailed on or before the Interest Payment Date by the Paying Agent to the Owner (determined as of the Record Date) at the address of such Owner as it appears on the registration books of the Paying Agent maintained for such purpose. Except as otherwise provided in this Section, Bonds shall bear interest from date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, provided, however, that if and to the extent that the Issuer shall default in payment of interest on any Bonds due on any Interest Payment Date, then all such Bonds shall bear interest at their stated rate from the most recent Interest Payment Date to which interest has been paid on the Bonds, or if no interest has been paid on the Bonds, from their dated date. The person in whose name any Bond is registered at the close of business on the Record Date with respect to an Interest Payment Date shall in all cases be entitled to receive the interest payable on such Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) not withstanding cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
SECTION 2.6. Superintendent of Public Schools for the Parish of Cameron, Louisiana, and Ex-Officio Secretary of the Cameron Parish School Board, is hereby given permission to negotiate the sale the Bonds at interest rates and terms most advantageous to the District.
SECTION 2.7. The Superintendent of Public Schools for the Parish of Cameron, Louisiana, and Ex-Officio Secretary of the Cameron Parish School Board, is hereby authorized and empowered to effect and implement any necessary amendments and changes to the Official Statement necessary in order to market the Bonds, which amendments and changes may be requested or required by the rating agencies, the municipal bond insurer, if any, the underwriter, bond counsel, or the municipal bond market generally, and to execute a Bond Purchase Agreement with Morgan Keegan & Company, Inc. under such terms and conditions as are most favorable to the District.
ARTICLE III
GENERAL TERMS AND PROVISIONS OF THE BONDS
SECTION 3.1. Exchange of Bonds; Persons Treated as Owners. The Issuer shall cause books for the registration and for the registration of transfer of the Bonds as provided in this Bond Resolution to be kept by the Paying Agent at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Bonds. At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the Issuer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.
Upon surrender for registration of transfer of any Bond, the Paying Agent shall register and deliver in the name of the transferee or transferees one or more new fully registered Bonds of authorized denomination of the same maturity and like aggregate principal amount. At the option of the Owner, Bonds may be exchanged for other Bonds of authorized denominations of the same maturity and like aggregate principal amount, upon surrender of the Bonds to be exchanged at the principal corporate trust office of the Paying Agent. Whenever any Bonds are so surrendered for exchange, the Paying Agent shall register and deliver in exchange therefor the Bond or Bonds which the Bondholder making the exchange shall be entitled to receive. All Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form and with a guaranty of signature satisfactory to the Paying Agent, duly executed by the Owner or his attorney duly authorized in writing.
No service charge to the Owners shall be made by the Paying Agent for any exchange or registration of transfer of Bonds. The Paying Agent may require payment by the person requesting an exchange or registration of transfer of Bonds of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Issuer and the Paying Agent shall not be required (a) to issue, register the transfer of or exchange any Bond during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date or any date of selection of Bonds to be redeemed and ending at the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to register the transfer of or exchange any Bond so selected for redemption in whole or in part.
All Bonds delivered upon any registration of transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Bond Resolution as the Bonds surrendered. Prior to due presentment for registration of transfer of any Bond, the Issuer and the Paying Agent, and any agent of the Issuer or the Paying Agent may deem and treat the person in whose name any Bond is registered as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary.
SECTION 3.2. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated or be improperly canceled, or be destroyed, stolen or lost, the Governing Authority may in its discretion adopt a resolution and thereby authorize issuance and delivery of a new Bond in exchange for and substitution for such mutilated or improperly canceled Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Owner (i) furnishing the Issuer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the Issuer and the Paying Agent, (ii) giving to the Issuer and the Paying Agent an indemnity bond in favor of the Issuer and the Paying Agent in such amount as the Issuer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the Issuer may prescribe and (iv) paying such expenses as the Issuer and the Paying Agent may incur. All Bonds so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section 3.4 hereof. If any Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof any such duplicate Bond issued pursuant to this Section shall constitute an original, additional, contractual obligation on the part of the Issuer, whether or not the lost, stolen or destroyed Bond be at any time found by anyone. Such duplicate Bond shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause: “This bond is issued to replace a lost, canceled or destroyed bond under the authority of R.S. 39:971 through 39:974.”
Such duplicate Bond may be signed by the facsimile signatures of the same officers who signed the original Bonds, provided, however, that in the event the officers who executed the original Bonds are no longer in office, then the new Bonds may be signed by the officers then in office. Such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment as provided herein with respect to all other Bonds hereunder, the obligation of the Issuer upon the duplicate Bonds being identical to their obligations upon the original Bonds and the rights of the Owner of the duplicate Bonds being the same as those conferred by the original Bonds.
SECTION 3.3. Preparation of Definitive Bonds, Temporary Bonds. Until the definitive Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 3.5, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds except as to the denominations, one or more temporary typewritten Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to temporary Bonds.
SECTION 3.4. Cancellation of Bonds. All Bonds paid or redeemed either at or before maturity, together with all Bonds purchased by the Issuer, shall thereupon be promptly cancelled by the Paying Agent. The Paying Agent shall thereupon promptly furnish to the Executive Officers an appropriate certificate of cancellation.
SECTION 3.5. Execution. The Bonds shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the President and Secretary, and the corporate seal of the Cameron Parish School Board (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Said officers shall, by the execution of the Bonds, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Bonds or any legal opinion certificate thereon, and the Issuer may adopt and use for that purpose the facsimile signature of any person or persons who shall have been such officer at any time on or after the date of such Bond, notwithstanding that at the date of such Bond such person may not have held such office or that at the time when such Bond shall be delivered such person may have ceased to hold such office.
SECTION 3.6. Registration by Paying Agent. (a) No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Resolution unless and until a certificate of registration substantially in the form set forth in Exhibit C hereto shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.
(b) The Bonds shall also be registered with the Secretary of State of Louisiana (which registration shall be by manual signature on the Bonds issued upon original issuance of the Bonds and by facsimile signature on Bonds exchanged therefor) and shall have endorsed thereon the following:
“OFFICE OF SECRETARY OF STATE"
STATE OF LOUISIANA
BATON ROUGE, LOUISIANA
This Bond secured by a tax. Registered on the ___ day of March, 2012.
_________________________________
"Secretary of State”
SECTION 3.7. Regularity of Proceedings. The Issuer, having investigated the regularity of the proceedings had in connection with issuance of the Bonds, and having determined the same to be regular, each of the Bonds shall contain the following recital, to-wit:
“It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State.”
ARTICLE IV
PAYMENT OF BONDS; DISPOSITION OF FUNDS
SECTION 4.1. Deposit of Funds With Paying Agent. The Issuer covenants that it will deposit or cause to be deposited with the Paying Agent from the Pledged Tax Revenues or other funds available for such purpose, at least one (1) Business Day in advance of the date on which payment of principal, premium, if any, and/or interest falls due on the Bonds, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.
SECTION 4.2. District Obligated to Collect Tax. In compliance with the laws of the State, the District, through the Governing Authority, by proper resolutions and/or ordinances is obligated to cause the ad valorem taxes to continue to be assessed, levied and collected for the full period of their authorization or until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereof, and further the District shall not discontinue or terminate or permit to be discontinued or terminated the ad valorem taxes in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would adversely effect the amount of the Pledged Tax Revenues to be received by the District until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereto.
SECTION 4.3. Funds and Accounts. In order that principal of and interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the District further covenants as follows: All avails or proceeds of the ad valorem taxes constituting Pledged Tax Revenues shall be deposited as the same may be collected to the credit of the District, in a separate and special bank account established and maintained with the regularly designated fiscal agent of the Cameron Parish School Board and designated “School District No. Four 2012 Series General Obligation Refunding Bond Sinking Fund” (the “Sinking Fund”). Funds on deposit in the Sinking Fund shall constitute dedicated funds of the District, from which appropriations and expenditures by the District shall be made solely for the purposes of paying the principal of, interest on, and redemption premium, if any, of the Bonds. Said fiscal agent shall transfer from said Sinking Fund to the paying agent bank or banks for all Bonds payable from said fund, at least one (1) Business Day in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest so falling due on such date.
All or any part of the moneys in the Sinking Fund shall, at the written request of the District, be invested in Qualified Investments, provided that Bond proceeds representing accrued interest, if any, shall be invested in Government Securities, maturing prior to the first interest payment date of the respective issues of bonds as herein provided. All income derived from such investments shall be added to the applicable Sinking Fund, and such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which the Sinking Fund is herein created.
SECTION 4.4. Funds to Constitute Trust Funds. The Sinking Fund provided for in Section 4.3 hereof shall all be and constitute a trust fund for the purposes provided in this Bond Resolution, and the Owners of Bonds issued pursuant to this Bond Resolution are hereby granted a lien on all such funds until applied in the manner provided herein. The moneys in such fund shall at all times be secured to the full extent thereof by the bank or trust company holding such funds in the manner required by the laws of the State.
SECTION 4.5. Method of Valuation and Frequency of Valuation. In computing the amount in any fund provided for in Section 4.3, investments shall be valued at the lower of cost or market price, exclusive of accrued interest. With respect to the Sinking Fund valuation shall occur annually. If any investment in the Sinking Fund ceases to be a Qualified Investment, then such non-conforming investment shall be sold or liquidated and the proceeds thereof invested in Qualified Investments.
ARTICLE V
REDEMPTION OF BONDS
SECTION 5.1. Optional Redemption. Those Bonds maturing March 1, 2018 and thereafter, shall be callable for redemption at the option of the District prior to their stated maturities, in full at any time on or after March 1, 2017, 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 March 1, 2017, at a redemption price of 100% of the principal amount of each Bond redeemed, together with accrued interest to the date fixed for redemption.
In the event a Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Any Bond which is to be redeemed only in part shall be surrendered at the principal corporate trust office of the Paying Agent and there shall be delivered to the Owner of such Bond, a Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
SECTION 5.2. Notice to Paying Agent. In the case of any redemption of Bonds, the District shall give written notice to the Paying Agent of the election so to redeem and the redemption date, and of the principal amounts and numbers of the Bonds or portions of Bonds of each maturity to be redeemed. Such notice shall be given at least forty-five (45) days prior to the redemption date.
SECTION 5.3. Selection of Bonds to be Redeemed by Lot. In the event of redemption of less than all the outstanding Bonds of like maturity, such Bonds shall be redeemed by lot or in such other manner as shall be deemed fair and equitable by the Paying Agent for random selection.
SECTION 5.4. Notice of Redemption. Notice of any such redemption shall be given by the Paying Agent by mailing a copy of the redemption notice by first class mail postage prepaid, not less than thirty (30) days prior to the date fixed for redemption, to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books maintained by the Paying Agent. In no event shall any notice of redemption be given to the Owners, other than with respect to the Bonds that are the subject of a refunding unless the District shall have theretofore deposited moneys available therefore with the Paying Agent in an amount which, in addition to other amounts, if any, available therefor held by the Paying Agent, will be sufficient to redeem on the redemption date, at the redemption price thereof together with accrued interest to the redemption date, all of the Bonds to be redeemed. Failure to give such notice by mailing to any Owner, or any defect therein, shall not affect the validity of any proceedings for the redemption of other Bonds.
All notices of redemption shall state (i) the redemption date; (ii) the redemption price; (iii) if less than all the Bonds are to be redeemed, the identifying number (and in the case of partial redemption, the respective principal amounts) and CUSIP number of the Bonds to be redeemed; (iv) that on the redemption date the redemption price will become due and payable on each such Bond and interest thereon will cease to accrue thereon from and after said date; and (v) the place where such Bonds are to be surrendered for payment. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner of such Bonds receives the notice. On or before any redemption date the Paying Agent shall segregate and hold in trust funds furnished by the District for payment of the Bonds or portions thereof called, together with accrued interest thereon and premium, if any, to the redemption date. Upon the giving of notice and deposit of funds for redemption, interest on such Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption. If said moneys shall not be so available on the redemption date, such Bonds shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption. No payment shall be made by the Paying Agent upon any Bond or portion thereof called for redemption until such Bond or portion thereof shall have been delivered for payment or cancellation or the Paying Agent shall have received the items required by Section 3.2 with respect to any mutilated, lost, stolen or destroyed Bond. Upon surrender of any Bond for redemption in part only, the Paying Agent shall register and deliver to the Owner thereof a new Bond or Bonds of authorized denominations of maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered.
SECTION 5.6. Payment of Redeemed Bonds. Notice having been given in the manner provided in Section 5.5, the Bonds or portions thereof so called for redemption shall become due and payable on the redemption date so designated at the redemption price, plus interest accrued and unpaid to the redemption date, and, upon presentation and surrender thereof at the office specified in such notice, such Bonds or portions thereof shall be paid at the redemption price plus interest accrued and unpaid to the redemption date.
SECTION 5.7. Purchase of Bonds. The Paying Agent shall endeavor to apply any moneys furnished by the District for the redemption of Bonds (but not committed to the redemption of Bonds as to which notice of redemption has been given) to the purchase of appropriate outstanding Bonds. In accordance with Section 3.4, any Bonds so purchased shall be canceled. Subject to the above limitations, the Paying Agent, at the direction of the District, shall purchase Bonds at such times, for such prices, in such amounts and in such manner (whether after advertisement for tenders or otherwise) with monies made available by the District for such purpose, provided, however, that the Paying Agent shall not expend amounts for the purchase of Bonds of a particular maturity (excluding accrued interest, but including any brokerage or other charges) in excess of the amount that would otherwise be expended for the redemption of Bonds of such maturity, plus accrued interest, and, provided further, that the District may, in its discretion, direct the Paying Agent to advertise for tenders for the purchase of Bonds not less than sixty (60) days prior to any date for redemption of Bonds.
ARTICLE VI
PARTICULAR COVENANTS, ADDITIONAL BONDS
SECTION 6.1. Obligation of the District in Connection with Issuance of the Bonds. As a condition of the issuance of the Bonds, the District hereby binds and obligates itself to: (a) deposit irrevocably in trust with the Escrow Agent under the terms and conditions of the Escrow Agreement, as hereinafter provided, an amount of the proceeds derived from issuance and sale of the Bonds (exclusive of accrued interest, if any), together with additional moneys of the District, as will enable the Escrow Agent to pay in full on March 1, 2013, the Refunded Bonds; (b) deposit in trust with the Escrow Agent such amount of the proceeds of the Bonds as will enable the Escrow Agent to pay the Costs of Issuance and the costs properly attributable to the establishment and administration of the Escrow Fund.
SECTION 6.2. Payment of Bonds. The District shall budget in each Fiscal Year sufficient Pledged Tax Revenues to make all payments required by Section 4.3 in such Fiscal Year, and shall also duly and punctually pay or cause to be paid as herein provided, the principal of every Bond and the interest thereon, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof.
SECTION 6.3. Tax Covenants. (A) To the extent permitted by the laws of the State, the District will comply with the requirements of the Code to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The District shall not take any action or fail to take any action, nor shall they permit at any time or times any of the proceeds of the Bonds or any other funds of the District to be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any Bond to be an “arbitrage bond” as defined in the Code or would result in the inclusion of the interest on any Bond in “gross income” under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Bonds, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (iii) the use of proceeds of the Bonds in a manner which would cause the Bonds to be “private activity bonds” under the Code.
(B) The District shall not permit at any time or times any proceeds of the Bonds or any other funds of the District to be used, directly or indirectly, in a manner which would result in exclusion of interest on any Bond from the treatment afforded by Section 103(a) of the Code, as from time to time amended, or any successor provision thereto.
(C) For purposes of paragraphs (A) and (B) above, “interest” shall include any original issue discount properly allocable to the holder of a Bond.
(D) The Bonds herein authorized are designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. In making this designation, Issuer finds and determines that:
(i) the Bonds are not “private activity bonds” within the meaning of the Code;
(ii) upon original issue, the Refunded Bonds were “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code;
(iii) the amount of the Bonds does not exceed the outstanding amount of the Refunded Bonds;
(iv) the average maturity date of the Bonds is not later than the average maturity date of the Refunded Bonds;
(v) the maturity date of the Bonds is not later than 30 years after the date the Refunded Bonds were issued; and
(vi) the face amount of the Bonds does not exceed $10,000,000.
SECTION 6.4. Obligation to Collect Taxes. The District recognizes that the Governing Authority is bound under the terms and provisions of law, to levy and impose and cause the enforcement and collection the ad valorem taxes which secure issuance of the Bonds, and to provide for the proper application thereof, until all of the Bonds have been retired as to both principal and interest. Nothing herein contained shall be construed to prevent the Governing Authority from altering or amending from time to time as may be necessary the resolutions and/or ordinances adopted providing for the levying, imposition, enforcement and collection of the ad valorem taxes or any subsequent resolution and/or ordinance providing therefor, provided that such alterations or amendments shall not be made in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. The resolutions and/or ordinances imposing the ad valorem taxes and pursuant to which the ad valorem taxes are being levied, collected and allocated, and the obligation to continue to levy, collect and allocate the ad valorem taxes and to apply the Pledged Tax Revenues in accordance with the provisions of this Bond Resolution, shall be irrevocable until the Bonds have been paid in full as to both principal and interest, and shall not be subject to amendment in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. More specifically, neither the Legislature of Louisiana, nor the District may discontinue the ad valorem taxes or permit to be discontinued the ad valorem taxes in anticipation of the collection of which the Bonds have been issued or in any way make any change in ad valorem taxes which would diminish the amount of the Pledged Tax Revenues to be received by the District until all of the Bonds shall have been retired as to both principal and interest.
SECTION 6.5. Indemnity Bonds. So long as any of the Bonds are outstanding and unpaid, the District shall require all of its officers and employees who may be in a position of authority or in possession of money derived from collection of the ad valorem taxes, to obtain or be covered by a blanket fidelity or faithful performance bond, or independent fidelity bonds written by a responsible indemnity company in amounts adequate to protect the District from loss.
SECTION 6.6. District to Maintain Books and Records. So long as any of the Bonds are outstanding and unpaid in principal or interest, the District shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of the receipts of the ad valorem taxes, including specifically but without limitation, all reasonable and necessary costs and expenses of collection. Not later than six (6) months after the close of each Fiscal Year, the District shall cause an audit of such books and accounts to be made by the Legislative Auditor of the State (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Sinking Funds.
SECTION 6.7. Pledged Tax Revenues Not Encumbered. As of this date, the Pledged Tax Revenues are not pledged or encumbered in any way, except to the payment of the Refunded Bonds and other bonds previously issued by the District.
ARTICLE VII
SUPPLEMENTAL BOND RESOLUTIONS
SECTION 7.1. Supplemental Resolutions Effective Without Consent of Owners. For any one or more of the following purposes and at any time from time to time, a resolution and/or ordinance supplemental hereto may be adopted, which, upon filing with the Paying Agent of a certified copy thereof, but without any consent of Owners, shall be fully effective in accordance with its terms: (a) to add to the covenants and agreements of the Issuer in the Bond Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (b) to add to the limitations and restriction in the Bond Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (c) to surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of the Bond Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Issuer contained in the Bond Resolution; (d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of the Bond Resolution; or (e) to insert such provisions clarifying matters or question arising under the Bond Resolution as are necessary or desirable and are not contrary to or inconsistent with the Bond Resolution as theretofore in effect.
SECTION 7.2. Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section 7.1, any modification or amendment of the Bond Resolution or of the rights and obligations of the District and of the Owners of the Bonds hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Bond Obligation at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentages of Bonds the consent of the Owner of which is required to effect any such modification or amendment, or change the obligation of the District to levy and collect the ad valorem taxes for payment of the Bonds as provided herein, without the consent of the Owners of all of the Bonds then outstanding, or shall change or modify any of the rights or obligations of the Paying Agent without its written assent thereto. For purposes of this Section, Bonds shall be deemed to be affected by a modification or amendment of the Bond Resolution if the same adversely affects or diminishes the rights of the Owners of said Bonds.
ARTICLE VIII
PARITY BONDS
SECTION 8.1. Issuance of Parity Bonds. All of the Bonds shall enjoy complete parity of lien on the Pledged Tax Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The District may issue other bonds or obligations payable from or enjoying a lien on the Pledged Tax Revenues on a parity with the Bonds.
The Bonds or any part thereof, including interest and redemption premiums thereon, may be refunded and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the Bonds which is not refunded, if there be any, and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds refunded.
ARTICLE IX
REMEDIES ON DEFAULT
SECTION 9.1. Events of Default. If one or more of the following events (in this Bond Resolution called Events of Default) shall happen, that is to say,
(a) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise (in determining whether a principal payment default has occurred, no effect shall be given to payments made under the Municipal Bond Insurance Policy); or
(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable (in determining whether an interest payment default has occurred, no effect shall be given to payments made under the Municipal Bond Insurance Policy); or
(c) if default shall be made by the District in the performance or observance of any other of the covenants, agreements or conditions on its part in the Bond Resolution, any supplemental resolution or in the Bonds contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the District by the Owners of not less than 25% of the Bond Obligation (as defined in the Bond Resolution); or
(d) if the District shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law;
then, upon the happening and continuance of any Event of Default, the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law. Under no circumstances may the principal or interest of any of the Bonds be accelerated. All remedies shall be cumulative with respect to the Paying Agent and the Owners; if any remedial action is discontinued or abandoned, the Paying Agent and the Owners shall be restored to the former positions.
ARTICLE X
CONCERNING FIDUCIARIES
SECTION 10.1. Escrow Agent; Appointment and Acceptance of Duties. Argent Trust, a Division of National Independent Trust Company, N.A., in the City of Ruston, Louisiana, is hereby appointed Escrow Agent. The Escrow Agent shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution by executing and delivering the Escrow Agreement. The Escrow Agent is authorized to file, on behalf of the District, subscription forms for any Government Securities required by the Escrow Agreement.
SECTION 10.2. Paying Agent; Appointment and Acceptance of Duties. The District will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Bond Resolution. The designation of the Cameron Parish School Board as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by the Bond Resolution by executing and delivering an acceptance of its rights, duties and obligations as Paying Agent set forth herein in form and substance satisfactory to the District.
SECTION 10.3. Successor Paying Agent. Any successor Paying Agent shall (i) be a trust company or bank in good standing, located in or incorporated under the laws of the State, duly authorized to exercise trust powers, (ii) have a combined capital, surplus and undivided profits of at least $30,000,000, or assets under management of at least $25,000,000, and (iii) be subject to supervision or examination by Federal or state authority. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Defeasance. (a) If the District shall pay or cause to be paid to the Owners of all Bonds then outstanding, the principal and interest to become due thereon, at the times and in the manner stipulated therein and in this Bond Resolution, then the covenants, agreements and other obligations of the District to the Bondholders shall be discharged and satisfied. In such event, the Paying Agent shall, upon the request of the District, execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the District any moneys, securities and funds held by it pursuant to the Bond Resolution which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption.
(b) Bonds or interest installments for the payment of which sufficient Defeasance Obligations shall have been set aside and held in trust by the Paying Agent or an escrow agent (through deposit by the District of funds for such payment or redemption or otherwise) at a maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section.
Any Bond shall, prior to maturity thereof, be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section if (i) there shall have been deposited with the Paying Agent or an escrow agent Defeasance Obligations, in the amounts and having such terms as are necessary to provide moneys (whether as principal or interest) in an amount sufficient to pay when due the principal thereof, together with all accrued interest and (ii) the adequacy of the Defeasance Obligations so deposited to pay when due the principal and all accrued interest shall have been verified by an independent certified public accountant.
No defeasance shall be effective unless the Paying Agent shall be provided with a copy of the accountant’s verification referred to in (ii) above, together with an opinion of Bond Counsel, addressed to the District and the Paying Agent, that the Bonds are no longer Outstanding under the Bond Resolution and the laws of the State. In connection with the defeasance of any of the Bonds, the escrow agreement shall provide that no substitution of any Defeasance Obligation shall be permitted except with other qualifying Defeasance Obligations and with upon delivery of a new accountant’s verification and opinion of Bond Counsel.
Neither Defeasance Obligations deposited pursuant to this Section nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or redemption price, if applicable, and interest to become due on the Bonds; provided that any cash received from such principal or interest payments on such Defeasance Obligations shall, if permitted by the Code, and to the extent practicable, be reinvested in Defeasance Obligations maturing at times and in amounts sufficient to pay when due the principal or redemption price, if applicable, and interest to become due on said Bonds on and prior to such redemption date or maturity date thereof, as the case may be.
SECTION 11.2. Evidence of Signatures of Bondholders and Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which the Bond Resolution may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument appointing any such attorney, or (ii) the ownership by any person of the Bonds shall be sufficient for any purpose of the Bond Resolution (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:
1. The fact and date of execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority;
2. The ownership of Bonds and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent.
(b) Any request or consent by the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the District or the Paying Agent in accordance therewith.
SECTION 11.3. Moneys Held for Particular Bonds. The amounts held by the Paying Agent for the payment due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners of the Bonds entitled thereto.
SECTION 11.4. Parties Interested Herein. Nothing in the Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the District, the Paying Agent and Owners of the Bonds any right, remedy or claim under or by reason of the Bond Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Bond Resolution contained by and on behalf of the District shall be for the sole and exclusive benefit of the District, the Paying Agent and Owners of the Bonds.
SECTION 11.5. No Recourse on the Bonds. No recourse shall be had for payment of principal of or interest on the Bonds or for any claim based thereon or on this Bond Resolution against any member of the Governing Authority or officer of the District or any person executing the Bonds.
SECTION 11.6. Successors and Assigns. Whenever in this Bond Resolution the District are named or referred to, it shall be deemed to include their successors, and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the District shall bind and inure to the benefit of their successors, and assigns whether so expressed or not.
SECTION 11.7. Subrogation. In the event the Bonds herein authorized to be issued, or any of them, should ever be held invalid by any court of competent jurisdiction, the Owner or Owners thereof, shall be subrogated to all the rights and remedies against the District had and possessed by the Owner or Owners of the Refunded Bonds.
SECTION 11.8. Severability. In case any one or more of the provisions of the Bond Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of the Bond Resolution or of the Bonds, but the Bond Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of the Bond Resolution which validates or makes legal any provision of the Bond Resolution or the Bonds which would not otherwise be valid or legal shall be deemed to apply to this Bond Resolution and to the Bonds.
SECTION 11.9. Publication of Bond Resolution; Peremption. This Bond Resolution shall be published one time in the official journal of the Governing Authority; however, it shall not be necessary to publish any exhibits hereto if the same are available for public inspection and such fact is stated in the publication. For thirty days after the date of publication, any person in interest may contest the legality of this Bond Resolution, any provision of the Bonds, the provisions therein made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds. After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of this Bond Resolution, any provisions of the Bonds to be issued pursuant hereto, the provisions for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever. Thereafter, it shall be conclusively presumed that the Bonds are legal and that every legal requirement for the issuance of the Bonds has been complied with. No court shall have authority to inquire into any of these matters after the said thirty days.
SECTION 11.10. Execution of Documents. In connection with issuance and sale of the Bonds, the Executive Officers are each authorized, empowered and directed to execute on behalf of the District such documents, certificates and instruments as they may deem necessary, upon the advice of Bond Counsel, to effect the transactions contemplated by this Bond Resolution, the signatures of the Executive Officers on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder.
SECTION 11.11. Recordation. A certified copy of this Bond Resolution shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of Cameron, State of Louisiana.
ARTICLE XII
SALE OF BONDS
SECTION 12.1. Saleof Bonds. The Bonds are hereby awarded to and sold to the Underwriter at a price and under terms and conditions to be established in the Supplemental Bond Resolution, and pursuant to a Bond Purchase Agreement in form substantially as attached hereto as Exhibit B, and after their execution, registration by the Secretary of State and authentication by the Paying Agent, the Bonds shall be delivered to the Underwriter or its agents or assigns, upon receipt by the District of the agreed purchase price. The Executive Officers are hereby authorized, empowered and directed to deliver or cause to be executed and delivered all documents required to be executed on behalf of the District or deemed by them necessary or advisable to implement this Bond Resolution or to facilitate the sale of the Bonds.
SECTION 12.2. Official Statement. The District hereby approves the form and content of the Preliminary Official Statement pertaining to the Bonds, as submitted to the District, and hereby ratifies its prior use in connection with offering and sale of the Bonds. The District further approves the form and content of the final Official Statement and hereby authorizes and directs execution thereof by the Executive Officers and delivery of such final Official Statement to the Underwriter for use in connection with the public offering of the Bonds.
SECTION 12.3. Executive Officers Determine Bond Terms. The Executive Officers are hereby designated as representatives of the District and are authorized to accept and execute on behalf of the District an offer of the Underwriters for purchase of the Bonds as expressly set forth in the Bond Purchase Agreement, provided (i) a municipal bond insurance policy is obtained for the Bonds, and (ii) the offer of purchase by the Underwriter is received by the Executive Officers by not later than February 14, 2012, and such offer sets an average interest rate of less than 3.50% per annum, and a sales price of the Bonds at not less than ______% of the par value thereof (exclusive of bond insurance premium), plus accrued interest, if any, to the date of delivery of the Bonds. The Executive Officers may, in their discretion, establish on behalf of the District the par value of the Bonds, the interest rates payable thereon as well as the annual principal maturities thereof.
The Executive Officers be and they are hereby authorized and directed to take all actions in conformity with the Act, if necessary, or reasonably required to effectuate the issuance, sale and delivery of the Bonds and shall take all action necessary or desirable in conformity with the Act for carrying out, giving effect to and consummating the transactions contemplated by the Bonds, this Bond Resolution, the Bond Purchase Agreement, the Preliminary Official Statement and the Final Official Statement, including without limitation, the execution and delivery of any closing documents in connection with the issuance, sale and delivery of the Bonds. The Executive officers are specifically authorized to approve such changes to said documents as are necessary and appropriate and not contrary to the general tenor thereof, such approval to be conclusively evidenced by such execution thereof.
ARTICLE XIII
REDEMPTION OF REFUNDED BONDS
SECTION 13.1. Call for Redemption. Subject only to delivery of the Bonds, the Refunded Bonds are hereby irrevocably called for redemption on March 1, 2013, at a redemption price of 100% of the principal amount of each bond so redeemed, and accrued interest to the date of redemption, in compliance with the resolution authorizing their issuance.
SECTION 13.2. Notice of Redemption. In accordance with the resolution authorizing issuance of the Refunded Bonds, notice of redemption in substantially the form attached hereto as Exhibit D, shall be given by means of first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, addressed to the registered owner of each bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds.
ARTICLE XIV
CONTINUING DISCLOSURE UNDERTAKING
SECTION 14.1. Continuing Disclosure. The Chief Financial Officer of the District is hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix F of the official statement issued in connection with the issuance and sale of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).
ADOPTED AND APPROVED on this 13th day of February, 2012.
/s/ Dorothy Theriot
DOROTHY THERIOT, President
/s/ Stephanie D. Rodrigue
STEPHANIE D. RODRIGUE, Secretary
(Other business not pertinent to the present excerpt may be found of record in the official minute book.)
Upon motion duly made and unanimously carried, the meeting was adjourned.
/s/ Dorothy Theriot
DOROTHY THERIOT, President
/s/ Stephanie D. Rodrigue
STEPHANIE D. RODRIGUE, Secretary
STATE OF LOUISIANA
PARISH OF CAMERON
I, STEPHANIE D. RODRIGUE, certify that I am the duly qualified and acting Superintendent of Public Schools for the Parish of Cameron, Louisiana, and as such, Ex-Officio Secretary of the Cameron Parish School Board, governing authority of School District No. Four of the Parish of Cameron, Louisiana.
I further certify that the foregoing is a true and correct copy of an excerpt from the minutes of a public meeting of the Cameron Parish School Board, held on February 13, 2012, and of a resolution adopted at said meeting, as said minutes and resolution appear officially of record in my possession.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of School District No. Four of the Parish of Cameron, Louisiana, on this, the 13th day of February, 2012.
STEPHANIE D. RODRIGUE, Secretary
[S E A L]
Exhibit A
TO BOND RESOLUTION
OUTSTANDING BONDS TO BE REFUNDED
GENERAL OBLIGATION SCHOOL BONDS
OF SCHOOL DISTRICT NO. FOUR
OF THE PARISH OF CAMERON, LOUISIANA
SERIES 2003
MATURITY PRINCIPAL INTEREST CUSIP
DATE AMOUNT RATE _____ NO.
03/01/2014 245,000 3.750% 133546 BG 5
03/01/2015 260,000 3.750% 133546 BH 3
03/01/2016 275,000 3.875% 133546 BJ 9
03/01/2017 285,000 4.000% 133546 BK 6
03/01/2018 300,000 4.100% 133546 BL 4
03/01/2019 315,000 4.200% 133546 BM 2
03/01/2020 335,000 4.300% 133546 BN 0
03/01/2021 350,000 4.350% 133546 BP 5
03/01/2022 370,000 4.400% 133546 BQ 3
03/01/2023 390,000 4.500% 133546 BR 1
The Refunded Bonds will be called for redemption on March 1, 2013, at a price of par and accrued interest through the redemption date.
Exhibit B
TO BOND RESOLUTION
BOND PURCHASE AGREEMENT
Exhibit C
TO BOND RESOLUTION
(FACE OF SERIES A BOND)
UNITED STATES OF AMERICA STATE OF LOUISIANA
PARISH OF CAMERON
REGISTERED REGISTERED
NO. R-____________ $____________
GENERAL OBLIGATION REFUNDING BOND
OF SCHOOL DISTRICT NO. FOUR
OF THE PARISH OF CAMERON, LOUISIANA
2012 SERIES
DATED DATE INTEREST RATE: MATURITY DATE: CUSIP:
March 15, 2012 March 1, ____
School District No. Four of the Parish of Cameron, Louisiana (herein called the “Issuer”), for value received, hereby acknowledges itself indebted and promises to pay to
REGISTERED OWNER:
PRINCIPAL AMOUNT
(Lower Left)
OFFICE OF SECRETARY OF STATE
STATE OF LOUISIANA
BATON ROUGE, LOUISIANA
This Bond secured by a tax. Registered
on the ____ day of March, 2012.
____________________________
SECRETARY OF STATE
PAYING AGENT/REGISTRAR’S
CERTIFICATE OF REGISTRATION
This Bond is one of the Bonds referred
to in the within mentioned Bond Resolution.
Argent Trust, a Division of
National Independent Trust Company
in the City of Ruston, Louisiana,
as Paying Agent/Registrar
By:___________________________
Date of Authentication:
(Lower Right)
or registered assigns, on the maturity date set forth above, the principal amount set forth above, together with interest thereon from the date hereof, said interest payable semi-annually on March 1 and September 1 in each year, beginning September 1, 2012, at the interest rate per annum set forth above until said principal sum is paid. The principal of this Bond upon maturity is payable in lawful money of the United States of America at the principal corporate trust office of Argent Trust, a Division of National Independent Trust Company located in the City of Ruston, Louisiana (the Paying Agent/Registrar), or successor thereto, upon presentation and surrender hereof. Interest on this Bond is payable by check mailed on each interest payment date by the Paying Agent/Registrar to the registered owner (determined as of the fifteenth calendar day of the month next preceding an Interest Payment Date) at the address as shown on the books of the Paying Agent/Registrar.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution defined hereinafter until the Certificate of Registration hereon shall have been signed by the Paying Agent/Registrar.
IN WITNESS WHEREOF, the Cameron Parish School Board, acting as the governing authority of School District No. Four of the Parish of Cameron, Louisiana, has caused this Bond to be executed in its name by the facsimile signatures of its President and Secretary and the impress or imprint hereon of the seal of said School Board, and this Bond to be dated March 15, 2012.
CAMERON PARISH SCHOOL BOARD
/s/ [facsimile] /s/ [facsimile]
SECRETARY PRESIDENT
(FORM OF REVERSE OF BOND)
This Bond is one of an issue, the Bonds of which are all of like date, tenor and effect, except as to the number, maturity and rate of interest, aggregating in principal the sum of ____________________________________________ AND NO/100 ($__________) DOLLARS; said Bonds to mature and issued pursuant to a resolution adopted on February 14, 2012, as amended or supplemented from time to time by the Issuer (together, the “Bond Resolution”), under and by virtue of Article VI, Section 33 of the Constitution of 1974 of the State of Louisiana, and Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter, and pursuant to proceedings regularly and legally taken by the Issuer, for the purpose of advance refunding the callable maturities of the Issuer’s outstanding General Obligation School Bonds, Series 2003, dated October 1, 2003, consisting of those bonds maturing March 1, 2014 through March 1, 2023, inclusive.
This Bond and the issue of which it forms a part are payable out of the receipt of unlimited ad valorem taxes levied on all properties subject to taxation within School District No. Four of the Parish of Cameron, Louisiana, and in compliance with an election held within the Issuer on July 19, 2003 (the “Tax”), all as provided in the Bond Resolution. The governing authority of the Issuer has covenanted and agreed and does hereby covenant and agree not to discontinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which this Bond and the issue of which it forms a part have been issued, nor in any way make any change which would diminish the amount of the Tax revenues to be received by the Issuer until all of such Bonds shall have been paid in principal and interest. For a complete statement of the revenues from which and conditions under which this Bond is issued, and provisions permitting the issuance of pari passu additional bonds under certain conditions, reference is hereby made to the Bond Resolution.
The Paying Agent/Registrar for this issue is Argent Trust, a Division of National Independent Trust Company, Ruston, Louisiana. This Bond shall pass by delivery on the books of the Issuer to be kept for that purpose at the principal corporate trust office of the Registrar and such registration is noted hereon. After such registration no transfer shall be valid unless made on said books at said office by the registered owner in person or by his duly authorized attorney and similarly noted hereon. This Bond may not be discharged from registration by like transfer to bearer. The Issuer and the Registrar may treat the registered owner as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue and shall not be bound by any notice to the contrary.
Optional Redemption. Those Bonds maturing March 1, 2018 and thereafter, shall be callable for redemption at the option of the District prior to their stated maturities, in full at any time on or after March 1, 2017, 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 March 1, 2017, at a redemption price of 100% of the principal amount of each Bond redeemed, together with accrued interest to the date fixed for redemption.
In the event a Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Any Bond which is to be redeemed only in part shall be surrendered at the principal corporate trust office of the Paying Agent and there shall be delivered to the Owner of such Bond, a Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond necessary to constitute the same as a legal, binding and valid obligation of the Issuer, have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Bond, does not exceed any limitation prescribed by the Constitution and statutes of the State of Louisiana.
ASSIGNMENT
FOR VALUE RECEIVED, , the undersigned, hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:___________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Legal Opinion
We have acted as bond counsel to School District No. Four of the Parish of Cameron, Louisiana (the “Issuer”) in connection with issuance by the Issuer of $________ General Obligation Refunding Bonds, 2012 Series, dated March 15, 2012 (the “Bonds”). In such capacity, we have examined such law and such certified proceedings, certifications and other documents as we have deemed necessary to render this opinion. All capitalized terms herein, unless otherwise defined, shall have the respective meanings assigned thereto in the Bond Resolution (herein defined).
The Bonds are issued for the purpose of advance refunding the callable maturities of the Issuer’s outstanding General Obligation School Bonds, Series 2003, dated October 1, 2003 on original issue, consisting of those bonds which mature March 1, 2014 through March 1, 2023, inclusive (the “Refunded Bonds”), pursuant to the provisions of Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 and Chapter 14-A, Title 39 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 39:1444-1455) (the “Act”), and resolutions adopted by the Cameron Parish School Board, governing authority of the Issuer, on October 10, 2011 and February 14, 2012 (together, the “Bond Resolution”).
In accordance with the Bond Resolution, the Issuer has entered into an Escrow Deposit Agreement dated as of March 15, 2012 (the “Escrow Agreement”), with Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as Escrow Agent, pursuant to the provisions of which (i) the proceeds of the Bonds have been deposited with the Escrow Agent and (ii) the Escrow Agent has simultaneously purchased with such proceeds non-callable direct general obligations of the United States of America maturing in principal and interest in such amounts and at such times as will, when added to other monies and securities deposited therewith, together with earnings thereon, provide sufficient monies to pay the principal of, premium, if any, and interest on the Refunded Bonds to the date fixed for redemption.
We have examined (i) the Constitution and statutes of the State of Louisiana (“State”), including the Act; (ii) the Bond Resolution; (iii) a certified transcript of proceedings in connection with issuance of the Bonds; (iv) executed and authenticated Bond No. R-1; and (v) such other documents, instruments, papers and matters of law as we have considered necessary or appropriate for the purposes of this opinion.
We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Preliminary or Final Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only matters set forth as our opinion in the Official Statement).
As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the Bond Resolution and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation.
On the basis of the foregoing examinations, we are of the opinion, as of the date hereof and under existing law, as follows:
The Bonds constitute valid and binding general obligations of the Issuer, and the full faith and credit of the Issuer has been pledged to payment of the Bonds. The Bonds are payable as to both principal and interest from the avails or proceeds of unlimited ad valorem taxes levied against property located within the Issuer. The Issuer has agreed to levy ad valorem taxes on all property located within its boundaries sufficient to pay, as due, the principal of, premium, if any, and interest on, the Bonds.
The Bond Resolution has been duly authorized and adopted by the governing authority of the Issuer and constitutes the valid and legally binding agreement of the Issuer entered into for protection of the security and rights of the owners of the Bonds.
Interest on the Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. It should be noted, however, that such interest is taken into account in determining “adjusted net book income” for the purpose of computing the alternative minimum tax imposed on corporations. This opinion is subject in all respects to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements may cause inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. The Issuer has covenanted that it shall not take or permit to be taken any action which would result in interest on the Bonds not being excludable from gross income for federal income tax purposes. We express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein.
Interest on the Bonds is exempt from Louisiana income taxes under existing laws.
The Escrow Agreement has been duly authorized, executed and delivered by, and constitutes the legal, binding and valid obligation of the Issuer. Upon application of the proceeds of the Bonds as provided in the Bond Resolution and the Escrow Agreement, funds sufficient to pay the Refunded Bonds on the date hereof, at maturity, or earlier redemption, and all interest to accrue on said Refunded Bonds until such payment will have been irrevocably deposited in trust to make such payments, and the covenants and agreements and other obligations of the Issuer to the owners of the Refunded Bonds will be discharged and satisfied. Provided that this opinion is qualified to the extent that enforceability of the Escrow Agreement may be limited by applicable bankruptcy, moratorium, insolvency, or similar laws or equitable principles from time to time in effect relating to enforcement of creditors’ rights generally.
The Bonds are exempt from registration under the Securities Act of 1933 and the Louisiana Blue Sky Laws, and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939.
It is to be understood that rights of the owners of the Bonds and enforceability of the Bonds and the Bond Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights, and laws affecting remedies for enforcement of rights and security provided for therein heretofore or hereafter enacted, to the extent constitutionally applicable, including the remedies of specific performance and executory process, and that their enforcement may also be subject to the exercise of the sovereign police powers of the State or its governmental bodies and the exercise of judicial discretion in appropriate cases.
This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur.
Respectfully submitted,
JOSEPH A. DELAFIELD
A Professional Corporation
Legal Opinion Certificate
I, the undersigned Secretary of the Cameron Parish School Board, governing authority of School District No. Four of the Parish of Cameron, Louisiana, do hereby certify that the above and foregoing is a true copy of the complete legal opinion of Joseph A. Delafield, A Professional Corporation, Lake Charles, Louisiana, Bond Counsel, the original of which was manually executed, dated and issued as of the date of payment for and delivery of the Bonds of the issue described therein and was delivered to the Original Purchasers thereof. I further certify that an executed copy of the above-referenced legal opinion is on file in my office and that an executed copy thereof has been furnished to the Paying Agent/Registrar for this Bond.
Secretary
Exhibit D
TO THE BOND RESOLUTION
NOTICE OF DEFEASANCE AND CALL FOR REDEMPTION
GENERAL OBLIGATION SCHOOL BONDS
SERIES 2003
DATED OCTOBER 1, 2003 ON ORIGINAL ISSUE
OF
SCHOOL DISTRICT NO. FOUR
OF THE PARISH OF CAMERON, LOUISIANA
NOTICE IS HEREBY GIVEN that, pursuant to a resolution adopted on February 14, 2012, by the Cameron Parish School Board, on behalf of School District No. Four of the Parish of Cameron, Louisiana, acting as the governing authority of School District No. Four (the “District”), there has been deposited with Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana (the “Escrow Agent”), as Escrow Agent under an Escrow Deposit Agreement dated as of March 15, 2012 (the “Escrow Deposit Agreement”), between the Escrow Agent and the District, moneys which have been invested in direct, non-callable obligations of the United States of America, in an amount sufficient to assure the availability of sufficient moneys to pay on March 1, 2013, the principal of and interest on the District’s outstanding bonds of $5,000,000 General Obligation School Bonds, Series 2003, dated October 1, 2003 on original issue, consisting of all of the bonds of said issue which mature March 1, 2014 to March 1, 2023, inclusive (these maturities herein collectively referred to as the “Refunded Bonds”), as hereinafter set forth.
In accordance with the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, the Refunded Bonds are defeased and deemed to be paid, and will no longer be secured by or entitled to the benefits of the resolution of the District providing for their issuance. In accordance with the resolution providing for their issuance the Refunded Bonds are to be called for redemption at the earliest possible time, but not later than March 1, 2013.
NOTICE IS HEREBY FURTHER GIVEN that the Refunded Bonds which have been so defeased are hereby further called for redemption, as follows:
The outstanding General Obligation School Bond of School District No. Four of the Parish of Cameron, State of Louisiana, Series 2003, dated October 1, 2003, consisting of all of the bonds of said issue maturing March 1, 2014 to March 1, 2023, inclusive, SAID BONDS TO BE REDEEMED ON MARCH 1, 2013 at a redemption price of 100% of the principal amount thereof and accrued interest to the call date, upon presentation and surrender of said bonds at the principal corporate trust office of Argent Trust, a Division of National Independent Trust Company, Ruston, Louisiana, the paying agent therefor.
Said Refunded Bonds which are to be redeemed shall be presented for payment at the place specified above, on the call date specified above, after which call date no further interest shall accrue or be paid on said outstanding bonds.
The owners of the Refunded Bonds which are hereby called for redemption pursuant to the terms of this notice are hereby notified and requested to present such Bonds for payment and redemption on the date and at the place specified above. The Refunded Bonds called for redemption will be paid from funds which have been irrevocably deposited for this purpose in an Escrow Fund established with the Escrow Agent pursuant to the Escrow Deposit Agreement.
SCHOOL DISTRICT NO. FOUR OF THE
PARISH OF CAMERON, LOUISIANA
BY: /s/ Stephanie Rodrigue
Stephanie Rodrigue, Superintendent
Cameron Parish School Board
Date: February 14, 2012
Exhibit E
TO BOND RESOLUTION
ESCROW DEPOSIT AGREEMENT
This ESCROW DEPOSIT AGREEMENT, dated as of March 15, 2012, by and between SCHOOL DISTRICT NO. FOUR OF THE PARISH OF CAMERON, LOUISIANA (the “District”), appearing herein through its Governing Authority, the Cameron Parish School Board, through its Executive Officers, and ARGENT TRUST, A DIVISION OF NATIONAL INDEPENDENT TRUST COMPANY, in the City of Ruston, Louisiana, a national trust company organized under the laws of the United States of America and duly authorized to exercise corporate trust powers, as escrow agent (the “Escrow Agent”), appearing herein through the hereinafter named officers:
WITNESSETH:
WHEREAS, the District has heretofore issued $5,000,000 of its General Obligation School Bonds, Series 2003, dated October 1, 2003 on original issue, of which $3,360,000 is currently outstanding (the “Outstanding Bonds”); and
WHEREAS, the Cameron Parish School Board, State of Louisiana, governing authority of the District has found and determined that advance refunding the callable maturities of the Outstanding Bonds, consisting of those bonds which mature on March 1, 2014 to March 1, 2023, inclusive (the “Refunded Bonds”), would be advantageous to the District; and
WHEREAS, the District has authorized issuance of $_____________ of its General Obligation Refunding Bonds, 2012 Series (the “Bonds”) for the purpose of refunding the Refunded Bonds, pursuant to a resolution adopted by the Governing Authority of the District on February 14, 2012, as amended and supplemented from time to time (together, the “Bond Resolution”), the Refunded Bonds to be redeemed being described in the Bond Resolution;
WHEREAS, the Bond Resolution provides that a portion of the proceeds from the sale of the Bonds (exclusive of accrued interest thereon), shall be placed in escrow with the Escrow Agent and, together with the interest earned from the investment thereof, will be sufficient to pay on March 1, 2013, the principal of, premium, if any, and interest on the Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and in order to provide for the aforesaid refunding, the parties hereto agree as follows:
SECTION 1. Establishment of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund (herein called the “Escrow Fund”) to be held in the custody of the Escrow Agent separate and apart from other funds of the District and the Escrow Agent. Receipt of a true and correct copy of the Bond Resolution is hereby acknowledged by the Escrow Agent, and reference herein to or citation herein of any provision of said Bond Resolution shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if fully set forth herein.
SECTION 2. Deposit to Escrow Fund; Application of Moneys. Concurrently with issuance and delivery of the Bonds, the District will cause to be deposited with the Escrow Agent and the Escrow Agent hereby acknowledges receipt of the sum of $_____________ from proceeds of the Bonds (the “Bond Proceeds”). Such funds will be applied as follows:
$____________ of Bond Proceeds to the Escrow Fund to purchase Escrow Obligations (hereinafter defined) described in Schedule A attached hereto;
$__________ of Bond Proceeds to the Escrow Fund as the beginning cash balance; and
$_____________ of Bond Proceeds to the Expense Fund created in Section 3 hereof.
(a) Concurrently with such deposit, the Escrow Agent shall apply the moneys described in (i) and (ii) above to the purchase of the obligations described in Schedule A attached hereto. The obligation listed in Schedule A hereto and any other direct obligations of the United States Government are hereinafter referred to as the “Escrow Obligations.” All documents evidencing the book entries of the Escrow Obligations shall be held by the Escrow Agent and appropriate evidence thereof shall be furnished by the Escrow Agent to the District. As shown in Schedule B attached hereto, the Escrow Obligations shall mature in principal amounts and pay interest in such amounts and at such times so that sufficient moneys will be available from such Escrow Obligations (together with other moneys on deposit in the Escrow Fund) to pay, as the same mature and become due or are redeemed, the principal of, premium, if any, and interest on the Refunded Bonds. The District, on the basis of a mathematical verification of an independent certified public accountant, has heretofore found and determined that the investments described in said Schedule A are adequate in yield and maturity date in order to provide the necessary moneys to accomplish the refunding of the Refunded Bonds.
In the event that, on the date of delivery of the Bonds, there is not delivered to the Escrow Agent any Escrow Obligation described in Schedule A hereto, the Escrow Agent shall accept delivery of cash and/or replacement obligations which are direct, non-callable general obligations of or guaranteed by the United States of America (collectively, “Replacement Obligations”) described in paragraph (b) of this Section, in lieu thereof, and shall hold such Replacement Obligations in the Escrow Fund until the Escrow Obligations described in Schedule A which were not delivered on the date of delivery of the Bonds are available for delivery. The Escrow Agent shall return to the supplier thereof any Replacement Obligations in exchange for and upon receipt of the Escrow Obligations set forth in Schedule A for which such Replacement Obligations described in such paragraph (b) were substituted. The Escrow Agent shall have no power or duty to invest any moneys held in the Escrow Fund or to make substitutions of the Escrow Obligations held in the Escrow Fund or to hereafter sell, transfer or otherwise dispose of such Escrow Obligations, except pursuant to the following subparagraph (b).
(b) An obligation shall qualify as a Replacement Obligation or other permitted substitution obligation only if:
(i) such Replacement Obligation is in an amount, and/or matures in an amount (including any interest received thereon), which together with any cash or Government Securities substituted for the Escrow Obligations listed in Schedule A hereto is equal to or greater than the amount payable on the maturity date of the Escrow Obligation listed in Schedule A hereto for which the substitution occurred,
(ii) such Replacement Obligation matures on or before the next date on which the Government Securities listed in Schedule A hereto which are substituted for will be required for payment of principal of, premium, if any, or interest on the Refunded Bonds, and
(iii) the Escrow Agent shall have been provided with (A) a mathematical verification of an independent certified public accountant that the Replacement Obligations are sufficient to pay the principal, interest and premium of the Refunded Bonds as shown on Schedule C and (B) an opinion of nationally recognized bond counsel to the effect that the substitution is permitted hereunder and has no adverse effect on the exclusion from gross income for federal income tax purposes of interest on the Bonds or the Refunded Bonds.
To the extent that the Escrow Obligations mature before the payment dates referred to in Schedule C, the Escrow Agent may invest for the benefit of the District such cash in other Escrow Obligations provided the investment in such other Escrow Obligations matures on or before dates pursuant to Section 6 in such amounts as equal or exceed the Section 6 requirements and that such investment does not cause the Bonds or the Refunded Bonds to be “arbitrage bonds” under the Internal Revenue Code of 1986, as amended.
(c) The Escrow Agent shall collect and receive the interest accruing and payable on the Escrow Obligation and the maturing principal amounts of the Escrow Obligations as the same are paid and credit the same to the Escrow Fund, so that the interest on and the principal of the Escrow Obligations, as such are paid, will be available to make the payments required pursuant to Section 6 hereof.
(d) In the event there is a deficiency in the Escrow Fund, the Escrow Agent shall notify the District of such deficiency, and the District shall immediately remedy such deficiency by paying to the Escrow Agent the amount of such deficiency. The Escrow Agent shall not be liable for any such deficiency, except as may be caused by the Escrow Agent’s negligence or willful misconduct.
SECTION 3. Establishment of Expense Fund: Use of Moneys in Expense Fund. There is also hereby created and established with the Escrow Agent a special trust account to pay the Costs of Issuance of the Bonds, as defined in the Bond Resolution (herein called the “Expense Fund”) to be held in the custody of the Escrow Agent separate and apart from any other funds of the District and the Escrow Agent, to which the amount of the proceeds derived from the issuance and sale of the Bonds hereinabove set forth are to be deposited. The amounts on deposit in the Expense Fund shall be used for and applied to the payment of the Costs of Issuance of the District in connection with the issuance, sale and delivery of the Bonds and establishment of the funds hereunder. Payment of the aforesaid expenses shall be made by the Escrow Agent from moneys on deposit in such Expense Fund for the purposes listed in Schedule C hereto upon receipt by the Escrow Agent of either an invoice or statement for the appropriate charges, or a written request of the District signed by the Executive Officers of the District, which request shall state, with respect to each payment to be made, the person, firm or corporation to whom payment is to be made, the amount to be paid and the purpose for which the obligation to be paid was incurred. Each such invoice, statement or written request shall be sufficient evidence to the Escrow Agent that the payment requested to be made from the moneys on deposit in such Expense Fund is a proper payment to the person named therein in the amount and for the purpose stated therein, and upon receipt of such invoice, statement or written request, and the Escrow Agent shall pay the amount set forth therein as directed by the terms thereof. When all expenses contemplated to be paid from such Expense Fund have been paid, such fund shall be closed and any balance remaining therein shall be withdrawn by the Escrow Agent and applied by the District to payment of principal of Bonds next falling due.
SECTION 4. Deposit to Escrow Fund Irrevocable. The deposit of moneys in the Escrow Fund shall constitute an irrevocable deposit of said moneys exclusively for the benefit of the owners of the Refunded Bonds and such moneys and Escrow Obligations, together with any income or interest earned thereon, shall be held in escrow and shall be applied solely to the payment of principal of, premium, if any, and interest on the Refunded Bonds. Subject to the requirements set forth herein for the use of the Escrow Fund and the moneys and investments therein, the District covenants and agrees that the Escrow Agent shall have full and complete control and authority over and with respect to the Escrow Fund and moneys and investments therein and the District shall not exercise any control or authority over and with respect to the Escrow Fund and the moneys and investments therein.
SECTION 5. Use of Moneys. The Escrow Agent shall apply the moneys deposited in the Escrow Fund and the Expense Fund, together with any income or interest earned thereon, in accordance with the provisions hereof.
The liability of the Escrow Agent for payment of amounts to be paid hereunder shall be limited to cash available for such purposes in the Escrow Fund and the Expense Fund.
SECTION 6. Payment of Refunded Bonds. On or before each interest payment date on the Refunded Bonds, the Escrow Agent shall transmit to the District or the respective paying agents for the Refunded Bonds in immediately available funds, sufficient amounts for payment of interest on the Refunded Bonds due on said date and any principal of and redemption premiums on the Refunded Bonds due on said date by reason of the redemption of Refunded Bonds, in accordance with Schedule B attached hereto.
SECTION 7. Notice of Redemption. The Escrow Agent will cause a notice of redemption to be given by means of first class mail (postage prepaid) not less than thirty (30) days before March 1, 2013, the redemption date with respect to the Refunded Bonds, such notice to be addressed to the registered owner of each bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds.
SECTION 8. Remaining Moneys in Escrow Fund. Upon retirement of the Refunded Bonds, any amounts remaining in the Escrow Fund shall be paid to the District as its property free and clear of the trust created by the Bond Resolution and this Agreement and shall be transferred to the District.
SECTION 9. Rights of Owners of Refunded Bonds. The escrow created hereby shall be irrevocable and owners of the Refunded Bonds shall have a beneficial interest and a first, prior and paramount claim on all moneys in the Escrow Fund until paid out, used and applied in accordance with this Agreement.
SECTION 10. Fees of Escrow Agent. In consideration of the services rendered by the Escrow Agent under this Agreement, the District has paid to the Escrow Agent its reasonable fees and expenses, and the Escrow Agent hereby acknowledges (i) receipt of such payment and (ii) that it shall have no lien whatsoever upon any moneys in the Escrow Fund. In no event shall the District be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section 10.
The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with execution and delivery of this Agreement, establishment of the Escrow Fund, acceptance of moneys and securities deposited therein, retention of the Escrow Obligations or proceeds thereof or any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any act, omission or error of the Escrow Agent made in good faith and without negligence in the conduct of its duties.
SECTION 11. Records and Reports. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the money deposited to the Escrow Fund and all proceeds thereto. Such books shall be available for inspection at reasonable hours and under reasonable conditions by the District and owners of the Bonds and the Refunded Bonds.
SECTION 12. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of escrow agent hereunder. In such event the District, by appropriate order, shall promptly appoint an escrow agent to fill such vacancy.
Any successor escrow agent shall execute, acknowledge and deliver to the District and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor escrow agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor escrow agent, the District shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor escrow agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor escrow agent a proportional part of the Escrow Agent’s fee hereunder.
The Escrow Agent may be removed at any time by an instrument or concurrent instrument in writing delivered to the Escrow Agent by the District.
SECTION 13. Amendments. This Agreement may be amended with the consent of the District and the Escrow Agent (i) to correct ambiguities, (ii) to strengthen any provision hereof which is for the benefit of the owners of the Refunded Bonds or the Bonds or (iii) to sever any provision hereof which is deemed to be illegal or unenforceable; and provided further that this Agreement shall not be amended unless the District shall deliver an opinion of nationally recognized bond counsel, that such amendments will not cause the Refunded Bonds to be “arbitrage bonds.”
SECTION 14. Enforcement. The District, the paying agent for the Refunded Bonds and the owners of the Refunded Bonds shall have the right to take all actions available under law or equity to enforce this Agreement or the terms hereof.
SECTION 15. Successors Bound. All covenants, promises and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the District, the Escrow Agent and the owners of the Refunded Bonds, whether so expressed or not.
SECTION 16. Louisiana Law Governing. This Agreement shall be governed by the applicable laws of the State of Louisiana.
SECTION 17. Termination. This Agreement shall terminate when all of the Refunded Bonds have been paid as aforesaid and any remaining moneys have been paid to the District.
SECTION 18. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the District or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement.
SECTION 19. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Deposit Agreement as of the day and year first above written.
SCHOOL DISTRICT NO. FOUR OF THE
ATTEST: PARISH OF CAMERON, LOUISIANA
_______________________________ By:________________________________
STEPHANIE RODRIGUE, Secretary DOROTHY THERIOT, President
Cameron Parish School Board Cameron Parish School Board
[S E A L]
ARGENT TRUST, A DIVISION OF
NATIONAL INDEPENDENT TRUST COMPANY
Ruston, Louisiana, Escrow Agent
ATTESTED:
By:
James W. Christman
Vice President and Trust Officer
Lucius D. McGehee, Jr.
Senior Vice President
[S E A L]
SCHEDULE A
To Escrow Deposit Agreement
SCHEDULE OF ESCROW OBLIGATIONS
PURCHASED WITH BOND PROCEEDS
SCHEDULE B
To Escrow Deposit Agreement
ESCROW CASH FLOW AND PROOF OF SUFFICIENCY
SCHEDULE C
To Escrow Deposit Agreement
DEBT SERVICE ON REFUNDED BONDS
SCHEDULE D
To Escrow Deposit Agreement
COSTS OF ISSUANCE
Bond Counsel Fee $
Bond Counsel Expenses
Underwriter’s Counsel
Official Statement
State Bond Commission Fees
CPA Verification
Bond Printing
Paying Agent Fees
Escrow Agent Fees
Rating Agency Fees
Miscellaneous
(publication, recordation, etc.)
TOTAL $