CROWLEY, LOUISIANA
SEPTEMBER 17, 2002
THE ACADIA PARISH POLICE JURY met on the above date at 6:30 p.m., in the Police Jury Meeting Room, Courthouse Building, Crowley, Louisiana, in regular session with the President, Claude Courville, presiding. At the request of the President, a moment of silence was offered and the Pledge to the Flag was recited in unison. The roll was called and final attendance was recorded as follows:
ALTON STEVENSON
CATHERINE LACOMBE
JOHN HUMBLE SR
JIMMIE PELLERIN
JOHN BEARD
PAT DAIGLE
CLAUDE COURVILLE
ABSENT: CECELIA BROUSSARD
A motion was offered by Mrs. Catherine LaCombe, seconded by Mr. John Beard, to revise Item #6a Finance to reflect an amount of $3,905,000.00. Motion carried.
A motion was offered by Mr. Jimmie Pellerin, seconded by Mr. John Humble, Sr., to approve the Minutes of the September 3, 2002, Regular Police Jury Meeting. Motion carried.
FINANCE
The following resolution was offered by John W. Humble and seconded by Pat Daigle:
RESOLUTION
A resolution authorizing the incurring of debt and
issuance of Three Million Nine Hundred Five Thousand
Dollars ($3,905,000) of Refunding Certificates, Series
2002, of Sales Tax District No. 2 of the Parish of Acadia,
State of Louisiana; prescribing the form, terms and
conditions of said Refunding Certificates; providing for
the payment thereof in principal and interest; making
application to the Louisiana State Bond Commission;
authorizing the Paying Agent Agreement; providing for
the employment of bond counsel; providing for the
acceptance of an offer for the purchase of said
Refunding Certificates; and providing for other matters
in connection therewith.
WHEREAS, Sales Tax District No. 2 of the Parish of Acadia, State of Louisiana (the "Issuer"), currently has outstanding the following issues of Certificates of Indebtedness, which are secured by and payable as to principal and interest from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in the fiscal years during which said Certificates are outstanding, including the revenues the Issuer receives from its 1% sales and use tax, authorized to be levied and collected pursuant to an election held in the Issuer on January 18, 1997:
(i) $3,830,000 of Certificates of Indebtedness, Series
1997, dated May 1, 1997, bearing interest at the
rate of 5.10% per annum, maturing serially on May
1 of the years 2003 through 2007, inclusive (the
"Series 1997 Certificates"); and
(ii) $435,000 of Certificates of Indebtedness, Series
1997-B, dated December 1, 1997, bearing interest
at the rate of 5.00% per annum, maturing serially
on May 1 of the years 2003 through 2007, inclusive
(the "Series 1997-B Certificates");
WHEREAS, the Issuer has found and determined that the refunding and refinancing of the Series 1997 Certificates, and the Series 1997-B Certificates (collectively, the “Refunded Certificates”), would be financially advantageous to the Issuer and would result in a lower effective interest rate on such Refunded Certificates and debt service savings to the Issuer; and
WHEREAS, Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the “Act”), authorizes the Issuer to issue Refunding Certificates for the purpose of refunding outstanding securities in an amount to effectuate the purposes for which the Refunding Certificates are being issued and to secure said Refunding Certificates in the manner provided by the governing authority of the Issuer; and
WHEREAS, pursuant to the provisions of the Act, it is now the desire of the Police Jury of the Parish of Acadia, State of Louisiana, the governing authority (the “Governing Authority”) of the Issuer, to fix the details necessary with respect to the issuance of Three Million Nine Hundred Five Thousand Dollars ($3,905,000) principal amount of its Refunding Certificates, Series 2002 (the "Certificates"), for the purpose of paying a portion of the cost of effecting a current refunding of the Refunded Certificates, to fix the details necessary with respect to the issuance of the Certificates, and to provide for the authorization and issuance thereof; and
WHEREAS, it is the further desire of this Governing Authority to provide for the sale of the Certificates to the Purchaser (hereinafter defined), at the price and in the manner hereinafter provided, and to provide for the call for redemption of the Refunded Certificates on November 1, 2002;
NOW, THEREFORE, BE IT RESOLVED by the Police Jury of the Parish of Acadia, State of Louisiana, acting as the governing authority of Sales Tax District No. 2 of the Parish of Acadia, State of Louisiana, that:
ARTICLE 2
DEFINITIONS AND INTERPRETATION
SECTION 2.01. Definitions. The following terms shall have the following meanings 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.
"Additional Parity Obligations" shall mean any additional pari passu obligations or certificates of indebtedness which may hereafter be issued pursuant to Section 5.01 hereof on a parity with the Certificates.
"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.
"Certificate" or "Certificates" shall mean any or all of the Refunding Certificates, Series 2002, of the Issuer, issued pursuant to this Certificate 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 Certificate.
"Certificate Obligation" shall mean, as of the date of computation, the principal amount of the Certificates then Outstanding.
"Certificate Resolution" shall mean this resolution, as further amended and supplemented as herein provided.
"Business Day" shall mean a day of the year other than a day on which banks located in New York, New York and the city in which the principal office of the Paying Agent is 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 Certificates, 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 Certificates, costs and expenses of refunding, premiums for the insurance of the payment of the Certificates, if any, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of Certificates.
"Defeasance Obligations" shall mean (a) Cash, or (b) Non-callable Government Securities.
"Executive Officers" shall mean, collectively, the President and the Secretary-Treasurer of the Governing Authority.
"Fiscal Year(s)" shall mean the one-year accounting period commencing on January 1 of each year, or such other period as may be designated by the Governing Authority as the fiscal year of the Issuer.
"Governing Authority" shall mean the Police Jury of the Parish of Acadia, State of Louisiana, or its successor in function.
"Interest Payment Date" shall mean May 1 and November 1 of each year, commencing May 1, 2003.
"Issuer" shall mean Sales Tax District No. 2 of the Parish of Acadia, State of Louisiana.
"Outstanding", when used with reference to the Certificates, shall mean, as of any date, all Certificates theretofore issued under the Certificate Resolution, except:
(A) Certificates theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;
(B) Certificates 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 Certificates with the effect specified in this Certificate Resolution, provided that if such Certificates are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to the Certificate Resolution, to the satisfaction of the Paying Agent, or waived;
(C) Certificates in exchange for or in lieu of which other Certificates have been registered and delivered pursuant to the Certificate Resolution; and
(D) Certificates alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in the Certificate Resolution or by law.
"Owner" shall mean the Person reflected as registered owner of any of the Certificates on the registration books maintained by the Paying Agent.
"Paying Agent" shall mean Argent Trust, a division of National Independent Trust Company, 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 Certificate 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.
"Purchaser" shall mean, collectively, IberiaBank, of Lafayette, Louisiana, and Bank of Commerce & Trust Company, of Crowley, Louisiana.
"Record Date" shall mean, with respect to an Interest Payment Date, the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a Business Day.
"Redemption Price" shall mean, when used with respect to a Certificate, the principal amount thereof plus the applicable premium, if any, payable upon redemption thereof pursuant to this Certificate Resolution.
"Refunded Certificates" shall mean (i) $3,830,000 principal amount of the Issuer’s outstanding Certificates of Indebtedness, Series 1997, dated May 1, 1997, maturing May 1, 2003 through May 1, 2007, inclusive; and (ii) $435,000 principal amount of the Issuer’s outstanding Certificates of Indebtedness, Series 1997-B, dated December 1, 1997, maturing May 1, 2003 through May 1, 2007, inclusive, which are being refunded by the Certificates, as more fully described in Exhibit “A” hereto.
"State" shall mean the State of Louisiana.
SECTION 2.02. Interpretation. In this Certificate 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 Certificate Resolution shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.
ARTICLE 3
AUTHORIZATION AND ISSUANCE OF CERTIFICATES
SECTION 3.01. Authorization of Certificates. (a) This Certificate Resolution creates a series of Certificates of the Issuer to be designated "Refunding Certificates, Series 2002, of Sales Tax District No. 2 of the Parish of Acadia, State of Louisiana" and provides for the full and final payment of the principal of and interest on all of the Certificates.
(b) The proceeds of the Certificates issued under this Certificate Resolution shall be used for the purpose of paying a portion of the cost of effecting a current refunding of the outstanding principal amount of the Refunded Certificates. The Costs of Issuance of the Certificates and payment of the accrued interest on the Refunded Certificates to the date of their redemption on the date of delivery of the Certificates, shall be paid from other available funds of the Issuer.
(c) Provision having been made for the call for redemption of all of the Refunded Certificates on November 1, 2002, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Certificates under this Certificate Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Certificates, and that accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the aforesaid Refunded Certificates.
SECTION 3.02. Certificate Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Certificates by those who shall own the same from time to time, the provisions of this Certificate Resolution shall be a part of the contract of the Issuer with the Owners of the Certificates and shall be deemed to be and shall constitute a contract between the Issuer and the Owners from time to time of the Certificates. 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 Certificates, each of which Certificates, 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 Certificate Resolution.
SECTION 3.03. Obligation of Certificates - Pledge and Dedication of Revenues. The Certificates shall be secured by and payable as to principal and interest from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the fiscal years during which the Certificates are outstanding, including the revenues the Issuer receives from its 1% sales and use tax, authorized to be levied and collected pursuant to an election held in the Issuer on January 18, 1997 (the “Tax”). The Issuer hereby covenants and agrees to budget annually a sufficient sum of money to pay the principal and the interest on the Certificates as the same respectively become due, and to levy and collect in each year, for the full period of its authorization, the Tax and collect other revenues, within the limits prescribed by law, sufficient to pay the principal of and the interest on the Certificates after the payment in such years of all such statutory, necessary and usual charges. No further or additional pledges or dedications of the aforesaid excess of annual revenues shall be made which shall have priority over or parity with the pledge and dedication of such revenues herein made, except as provided in Section 5.01 hereof.
SECTION 3.04. Authorization and Designation. Pursuant to the provisions of the Act, there is hereby authorized the issuance of Three Million Nine Hundred Five Thousand Dollars ($3,905,000) principal amount of Certificates of the Issuer to be designated "Refunding Certificates, Series 2002, of Sales Tax District No. 2 of the Parish of Acadia, State of Louisiana". The Certificates shall be in substantially the form set forth in Exhibit “B” hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Certificate Resolution.
SECTION 3.05. Denominations, Dates, Maturities and Interest. The Certificates are issuable as fully registered certificates, without coupons, in the denominations corresponding to the principal amount of each maturity, and shall be numbered R-1 upward.
The Certificates shall be dated November 1, 2002, shall bear interest from date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing May 1, 2003, at the following rates of interest and shall mature serially on May 1 in the years and in the principal amounts as follows:
Principal Interest
Year Payment Rate
2003 $405,000 2.10%
2004 826,000 3.00
2005 857,000 3.50
2006 892,000 3.65
2007 925,000 3.85
SECTION 3.06. Payment of Principal and Interest. The principal and premium, if any, of the Certificates 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 Certificates is payable by check mailed on or before the Interest Payment Date by the Paying Agent to each Owner (determined as of the close of business on the applicable 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, Certificates 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 the payment of the interest on any Certificates due on any Interest Payment Date, then all such Certificates shall bear interest from the most recent Interest Payment Date to which interest has been paid on the Certificates, or if no interest has been paid on the Certificates, from their dated date. The Person in whose name any Certificate 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, notwithstanding the cancellation of such Certificate upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
ARTICLE 4
GENERAL TERMS AND PROVISIONS OF THE CERTIFICATES
SECTION 4.01. Exchange of Certificates; Persons Treated as Owners. The Issuer shall cause books for the registration and for the registration of transfer of the Certificates as provided in this Certificate 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 Certificates. 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 Certificates. Upon surrender for registration of transfer of any Certificate, the Paying Agent shall register and deliver in the name of the transferee or transferees one or more new fully registered Certificates of authorized denomination of the same maturity and like aggregate principal amount. At the option of the Owner, Certificates may be exchanged for other Certificates of authorized denominations of the same maturity and like aggregate principal amount, upon surrender of the Certificates to be exchanged at the principal corporate trust office of the Paying Agent. Whenever any Certificates are so surrendered for exchange, the Paying Agent shall register and deliver in exchange therefor the Certificate or Certificates which the Owner making the exchange shall be entitled to receive. All Certificates 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.
All Certificates delivered upon any registration of transfer or exchange of Certificates shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Certificate Resolution as the Certificates surrendered. Prior to due presentment for registration of transfer of any Certificate, 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 Certificate is registered as the absolute owner thereof for all purposes, whether or not such Certificate shall be overdue, and shall not be bound by any notice to the contrary.
No service charge to the Owners shall be made by the Paying Agent for any exchange or registration of transfer of Certificates. The Paying Agent may require payment by the Person requesting an exchange or registration of transfer of Certificates 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 Certificate 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 Certificates to be redeemed and ending at the close of business on the Interest Payment Date.
SECTION 4.02. Certificates Mutilated, Destroyed, Stolen or Lost. In case any Certificate shall become mutilated or be improperly canceled, or be destroyed, stolen or lost, the Issuer may in its discretion adopt a resolution or ordinance and thereby authorize the issuance and delivery of a new Certificate in exchange for and substitution for such mutilated or improperly canceled Certificate, or in lieu of and substitution for the Certificate destroyed, stolen or lost, upon the Owner (a) 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, (b) giving to the Issuer and the Paying Agent an indemnity Certificate in favor of the Issuer and the Paying Agent in such amount as the Issuer may require, (c) compliance with such other reasonable regulations and conditions as the Issuer may prescribe and (d) paying such expenses as the Issuer and the Paying Agent may incur. All Certificates so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section 3.04 hereof. If any Certificate shall have matured or be about to mature, instead of issuing a substitute Certificate, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Certificate be lost, stolen or destroyed, without surrender thereof. Any such duplicate Certificate 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 Certificate be at any time found by anyone. Such duplicate Certificate shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause: "This Certificate is issued to replace a lost, canceled or destroyed Certificate under the authority of R.S. 39:971 through 39:974."
Such duplicate Certificate may be signed by the facsimile signatures of the same officers who signed the original Certificates, provided, however, that in the event the officers who executed the original Certificates are no longer in office, then the new Certificates may be signed by the officers then in office. Such duplicate Certificates 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 Certificates hereunder, the obligations of the Issuer upon the duplicate Certificates being identical to its obligations upon the original Certificates and the rights of the Owner of the duplicate Certificates being the same as those conferred by the original Certificates.
SECTION 4.03. Preparation of Definitive Certificates, Temporary Certificates. Until the definitive Certificates are prepared, the Issuer may execute, in the same manner as is provided in Section 3.05, and deliver, in lieu of definitive Certificates, but subject to the same provisions, limitations and conditions as the definitive Certificates except as to the denominations, one or more temporary typewritten Certificates substantially of the tenor of the definitive Certificates in lieu of which such temporary Certificate or Certificates are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to temporary Certificates.
SECTION 4.04. Cancellation of Certificates. All Certificates surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Certificates previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent. All canceled Certificates held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
SECTION 4.05. Execution. The Certificates shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the Executive Officers, and the corporate seal of the Issuer (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 Certificates shall cease to be such officer before the Certificates so signed and sealed shall have been actually delivered, such Certificates may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Certificates had not ceased to hold such office. Said officers shall, by the execution of the Certificates, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Certificates 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 Certificate, notwithstanding that at the date of such Certificate such person may not have held such office or that at the time when such Certificate shall be delivered such person may have ceased to hold such office.
SECTION 4.06. Registration by the Paying Agent. No Certificate shall be valid or obligatory for any purpose or entitled to any security or benefit under this Certificate Resolution unless and until a certificate of registration on such Certificate substantially in the form set forth in Exhibit "B" hereto shall have been manually executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Certificate shall be conclusive evidence that such Certificate has been executed, registered and delivered under this Certificate Resolution.
SECTION 4.07. Regularity of Proceedings. The Issuer, having investigated the regularity of the proceedings had in connection with the issuance of the Certificates, and having determined the same to be regular, each of the Certificates shall contain the following recital, to-wit:
"It is certified that this Certificate is authorized by and
is issued in conformity with the requirements of the
Constitution and statutes of the State of Louisiana."
ARTICLE 5
PAYMENT OF CERTIFICATES; DISPOSITION OF FUNDS
SECTION 5.01. Funds and Accounts. In order that the principal of and the interest on the Certificates will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows:
For the payment of the principal of and interest on the Certificates, and any Additional Parity Obligations, the Issuer shall create and maintain a special fund to be known as "Excess Revenue Bonds Sinking Fund" (hereinafter the "Sinking Fund"), said Sinking Fund to be maintained with the regularly designated fiscal agent bank of the Issuer. The Issuer shall deposit into the Sinking Fund monthly in advance on or before the 20th day of each calendar month (adjusted for any accrued interest received upon the delivery of the Certificates), during the period November, 2002 through April, 2003, the sum of $__________, and thereafter, commencing May, 2003, a sum equal to one-sixth (1/6) of the interest falling due on the Certificates and any Additional Parity Obligations on the next Interest Payment Date, and a sum equal to one-twelfth (1/12) of the principal falling due on the Certificates and any Additional Parity Obligations on the next principal payment date, together with such additional proportionate sum as may be required to pay said principal and interest as the same respectively become due. Said fiscal agent shall transfer from the Sinking Fund to the paying agent bank or banks for all obligations payable from the Sinking Fund, at least three (3) days in advance of the date on which payment of the principal or interest falls due, funds fully sufficient to pay promptly the principal and interest so falling due on such date.
It shall be specifically understood and agreed, however, and this provision shall be a part of this contract, that after the funds have actually been budgeted out of the revenues in any Fiscal Year sufficient to pay the principal and interest on the Certificates herein authorized and any Additional Parity Obligations for that Fiscal Year, then any excess of annual revenues remaining in that Fiscal Year shall be free for expenditure by the Issuer for any other lawful corporate purpose.
All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Certificate Resolution shall constitute sacred funds for the benefit of the Owners of the Certificates, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds.
All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be added to the General Fund of the Issuer.
ARTICLE 6
PARITY OBLIGATIONS
SECTION 6.01. Parity Obligations. The Issuer shall issue no other certificates or obligations of any kind or nature payable from or enjoying a lien on the excess of annual revenues of the Issuer above the said statutory, necessary and usual charges, having priority over or parity with the Certificates, except that Additional Parity Obligations and other debt obligations may hereafter be issued on a parity with the Certificates under the following conditions:
(a) The net excess of annual revenues of the Issuer [excess of revenues derived from the levy and collection of its 1% sales and use tax, after deducting the costs of collection and administrative costs incurred by the Governing Authority (the “Net Excess Revenues”)], for the Fiscal Year immediately preceding the issuance of any Additional Parity Obligations must have been not less than 1.35 times the highest annual debt service requirements in any succeeding Fiscal Year on all debt obligations then outstanding which are payable from the Net Excess Revenues of the Issuer (but not including debt obligations which have been refunded or provisions otherwise made for their full and complete payment and redemption), and the Additional Parity Obligations proposed to be issued:
(b) The Issuer is in full compliance with all covenants and undertakings in connection with all its of excess revenue certificates and other debt obligations then outstanding and payable from the Net Excess Revenues of the Issuer or any part thereof, and there are no delinquencies in payments required to be made to the sinking fund established and maintained for the security and payment of the Certificates.
(c) The existence of the facts required by the foregoing paragraphs (a) and (b) must be determined and certified by the Secretary-Treasurer of the Governing Authority; and
(d) The Additional Parity Obligations must be payable as to principal on May 1 of each year in which principal becomes due and interest thereon must be payable on May 1 and November 1 of each year following the date thereof.
ARTICLE 7
REDEMPTION OF CERTIFICATES
SECTION 7.01. Certificates Non-Callable. The Certificates shall not be callable for redemption prior to their stated maturities.
ARTICLE 8
PARTICULAR COVENANTS
SECTION 8.01. Payment of Certificates. The Issuer shall duly and punctually pay or cause to be paid as herein provided, the principal or redemption price, if any, of every Certificate and the interest thereon, at the dates and places and in the manner stated in the Certificates according to the true intent and meaning thereof.
SECTION 8.02. Tax Covenants. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Code in order to establish, maintain and preserve the exclusion from "gross income" of interest on the Certificates under the Code. The Issuer will not take any action or fail to take any action, nor will it permit at any time or times any of the proceeds of the Certificates or any other funds of the Issuer to be used directly or indirectly in any manner, to acquire any securities or obligations the acquisition of which would cause any Certificate to be an "arbitrage bond" as defined in the Code or would result in the inclusion of the interest on any Certificate in "gross income" under the Code, including, without limitation, (a) the failure to comply with the limitation on investment of the proceeds of the Certificates, (b) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (c) the use of the proceeds of the Certificates in a manner which would cause the Certificates to be "private activity bonds" under the Code.
The Executive Officers are hereby empowered, authorized and directed to take any and all action and to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section.
SECTION 8.03. Certificates are "Bank-Qualified". The Certificates are designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3)(B)of the Code. In making this designation, the Issuer finds and determines that:
(a) the Certificates are not "private activity bonds" within the meaning of the Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinate entities in calendar year 2002 does not exceed $10,000,000.
SECTION 8.04. Disclosure Under SEC Rule 15c2-12. It is recognized that the Issuer will not be required to comply with the continuing disclosure requirements described in the Rule 15c-2-12(b) of the Securities and Exchange Commission [17 CFR §240.15c2-12(b)], because:
(a) the Certificates are not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities, and
(b) the Certificates are being sold to only one financial institution (i.e., no more than thirty-five persons), which (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Certificates and (ii) is not purchasing the Certificates for more than one account or with a view to distributing the Certificates.
ARTICLE 9
SUPPLEMENTAL CERTIFICATE RESOLUTIONS
SECTION 9.01. 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 supplemental hereto may be adopted, which, upon the 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 Certificate Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Certificate Resolution as theretofore in effect;
(b) to add to the limitations and restrictions in the Certificate Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Certificate 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 Certificate 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 Certificate Resolution;
(d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of the Certificate Resolution; or
(e) to insert such provisions clarifying matters or questions arising under the Certificate Resolution as are necessary or desirable and are not contrary to or inconsistent with the Certificate Resolution as theretofore in effect.
SECTION 9.02. Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section 8.01 any modification or amendment of the Certificate Resolution or of the rights and obligations of the Issuer and of the Owners of the Certificates hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Certificate 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 Certificate 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 Certificate, or shall reduce the percentages of Certificates the consent of the Owner of which is required to effect any such modification or amendment, or change the obligations of the Issuer described in Section 2.03 hereof for the payment of the Certificates, without the consent of the Owners of all of the Certificates then outstanding, or shall change or modify any of the rights or obligations of the Paying Agent without its written assent thereto. For the purposes of this Section, Certificates shall be deemed to be affected by a modification or amendment of the Certificate Resolution if the same adversely affects or diminishes the rights of the Owners of the Certificates.
ARTICLE 10
REMEDIES ON DEFAULT
SECTION 10.01. Events of Default. If one or more of the following events (in this Certificate 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 Certificate when and as the same shall become due and payable, whether at maturity or otherwise; or (b) if default shall be made in the due and punctual payment of any installment of interest on any Certificate when and as such interest installment shall become due and payable; or (c) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in the Certificate Resolution, any supplemental resolution or in the Certificates contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by the Owners of not less than 25% of the Certificate Obligation (as defined in the Certificate Resolution); or (d) if the Issuer 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 Certificates shall be entitled to exercise all rights and powers for which provision is made under Louisiana law.
ARTICLE 11
CONCERNING FIDUCIARIES
SECTION 11.01. Paying Agent; Appointment and Acceptance of Duties. The Issuer will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Certificate Resolution. The designation of Argent Trust, a division of National Independent Trust Company, of Ruston, Louisiana, as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by the Certificate 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 Issuer.
SECTION 11.02. Successor Paying Agent. Any successor Paying Agent shall (a) 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 and subject to examination by federal or state authority, and (b) have a reported capital and surplus of not less than $10,000,000.
ARTICLE 12
MISCELLANEOUS
SECTION 12.01. Defeasance. (a) If the Issuer shall pay or cause to be paid to the Owners of all Certificates then outstanding, the principal and interest and redemption premium, if any, to become due thereon at the times and in the manner stipulated therein and in the Certificate Resolution, then the covenants, agreements and other obligations of the Issuer to the Owners shall be discharged and satisfied. In such event, the Paying Agent shall, upon the request of the Issuer, execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the Issuer all moneys, securities and funds held by them pursuant to the Certificate Resolution which are not required for the payment or redemption of Certificates not theretofore surrendered for such payment or redemption.
(b) Certificates or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section. Certificates shall be deemed to have been paid, prior to their maturity, within the meaning and with the effect expressed above in this Section if they have been defeased pursuant to Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, or any successor provisions thereto.
SECTION 12.02. Evidence of Signatures of Owners and Ownership of Certificates. (a) Any request, consent, revocation of consent or other instrument which the Certificate 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 Certificates shall be sufficient for any purpose of the Certificate 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:
(A) the fact and date of the 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 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;
(B) the ownership of Certificates and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent.
(C) Any request or consent by the Owner of any Certificate shall bind all future Owners of such Certificate in respect of anything done or suffered to be done by the Issuer or the Paying Agent in accordance therewith.
SECTION 12.03. Moneys Held for Particular Certificates. The amounts held by the Paying Agent for the payment due on any date with respect to particular Certificates 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 Certificates entitled thereto.
SECTION 12.04. Parties Interested Herein. Nothing in the Certificate Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the Issuer, the Paying Agent and the Owners of the Certificates any right, remedy or claim under or by reason of the Certificate Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Certificate Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent and the Owners of the Certificates.
SECTION 12.05. No Recourse on the Certificates. No recourse shall be had for the payment of the principal of or interest on the Certificates or for any claim based thereon or on this Certificate Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Certificates.
SECTION 12.06. Successors and Assigns. Whenever in this Certificate Resolution the Issuer is named or referred to, it shall be deemed to include its successors and assigns and all the covenants and agreements in this Certificate Resolution contained by or on behalf of the Issuer shall bind and enure to the benefit of its successors and assigns whether so expressed or not.
SECTION 12.07. Subrogation. In the event the Certificates 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 Issuer had and possessed by the owner or owners of the Refunded Certificates.
SECTION 12.08. Severability. In case any one or more of the provisions of the Certificate Resolution or of the Certificates 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 Certificate Resolution or of the Certificates, but the Certificate Resolution and the Certificates 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 Certificate Resolution which validates or makes legal any provision of the Certificate Resolution or the Certificates which would not otherwise be valid or legal shall be deemed to apply to the Certificate Resolution and to the Certificates.
SECTION 12.09. Publication of Certificate Resolution; Peremption. This Certificate Resolution shall be published one (1) time in the official journal of the Issuer; 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 (30) days after the date of publication, any person in interest may contest the legality of this Certificate Resolution, any provision of the Certificates, the provisions therein made for the security and payment of the Certificates and the validity of all other provisions and proceedings relating to the authorization and issuance of the Certificates. After the said thirty (30) days, no person may contest the regularity, formality, legality or effectiveness of the Certificate Resolution, any provisions of the Certificates to be issued pursuant hereto, the provisions for the security and payment of the Certificates 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 Certificates are legal and that every legal requirement for the issuance of the Certificates has been complied with. No court shall have authority to inquire into any of these matters after the said thirty (30) days.
SECTION 12.10. Execution of Documents. In connection with the issuance and sale of the Certificates, the Executive Officers are each authorized, empowered and directed to execute on behalf of the Issuer such documents, certificates and instruments as they may deem necessary, upon the advice of Bond Counsel, to effect the transactions contemplated by this Certificate 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.
ARTICLE 13
EMPLOYMENT OF BOND COUNSEL AND
APPLICATION TO STATE BOND COMMISSION
SECTION 13.01. Employment of Bond Counsel. It is recognized by the parties hereto that a real necessity exists for the employment of special bond counsel in connection with the issuance of the Certificates and accordingly the employment of Foley & Judell, L. L. P., of New Orleans, Louisiana, is hereby employed as special bond counsel to the Issuer to handle all matters of a legal nature in connection with the negotiation, sale, issuance and delivery of the Certificates is hereby ratified and confirmed. The fee of Foley & Judell, L. L. P., in connection with said program of finance is hereby established and fixed at a rate not to exceed the rate for comprehensive legal and coordinate professional work for revenue bonds set by the Attorney General’s fee schedule, which is in effect at the time of the delivery of the Certificates, plus actual out-of-pocket expenses incurred, including any and all expenses and costs in preparing an Official Statement for the Certificates, if necessary. A certified copy of this resolution shall be forwarded to the Attorney General of the State of Louisiana for his approval of the employment herein provided for. The fees herein described shall be payable by the Executive Officers of the Issuer directly to special bond counsel from available moneys of the Issuer.
SECTION 13.02. Louisiana State Bond Commission. Application is hereby made to the Louisiana State Bond Commission, Baton Rouge, Louisiana, for approval of the issuance and sale of the Certificates and for consent and authority to proceed with the issuance and sale of the Certificates as provided above, and Bond Counsel is directed to make application to the State Bond Commission in accordance with the foregoing on behalf of the Issuer.
ARTICLE 14
SALE OF CERTIFICATES
SECTION 14.01. Sale of Certificates. The Certificates are hereby awarded to and sold to the Purchaser at a price of par ($3,905,000), and accrued interest to the date of delivery of the Certificates, and under the terms and conditions set forth in the Commitment Letter (hereinafter defined), and after their execution and authentication by the Paying Agent, the Certificates shall be delivered to the Purchaser or their agents or assigns, upon receipt by the Issuer of the agreed purchase price. The Commitment Letter dated September 17, 2002, in substantially the form attached hereto as Exhibit “C” is hereby approved and the Executive Officers are hereby authorized, empowered and directed to execute the Commitment Letter on behalf of the Issuer and deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by them necessary or advisable to implement the Certificate Resolution or to facilitate the sale of the Certificates.
ARTICLE 15
REDEMPTION OF REFUNDED CERTIFICATES
SECTION 15.01. Call for Redemption of the Refunded Certificates. Subject only to the delivery of the Certificates, (i) $3,830,000 principal amount of the Issuer's Certificates of Indebtedness, Series 1997, dated May 1, 1997, consisting of all of said certificates maturing May 1, 2003 through May 1, 2007, inclusive; and (ii) $435,000 principal amount of the Issuer’s Certificates of Indebtedness, Series 1997-B, dated December 1, 1997, consisting of all of said certificates maturing May 1, 2003 through May 1, 2007, inclusive, are hereby called for redemption on November 1, 2002, at the principal amount thereof, plus accrued interest to the date of redemption. In accordance with the resolutions authorizing the issuance of the Refunded Certificates, a notice of redemption in substantially the form attached hereto as Exhibit “D”, shall be sent by the paying agent for the Refunded Certificates to the registered owners of the Refunded Certificates as the same appear on the registration books of said paying agent for the Refunded Certificates by means of first class mail (postage prepaid), by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the registered owner of each such Certificate to be redeemed at his address as shown on the Certificate Register.
SECTION 15.02. Section Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
YEAS: Claude Courville, Alton Stevenson, Catherine R. Lacombe, John W.
Humble, Sr., Jimmie Pellerin, John W. Beard, and Pat Daigle.
NAYS: None.
ABSENT: Cecelia Broussard.
And the resolution was declared adopted on this, the 17th day of September, 2002.
/s/ Katry Martin /s/ Claude J. Courville
KATRY MARTIN CLAUDE J. COURVILLE
SECRETARY-TREASURER PRESIDENT
EXHIBIT A
TO CERTIFICATE RESOLUTION
SALES TAX DISTRICT NO. 2 OF THE
PARISH OF ACADIA, STATE OF LOUISIANA
CERTIFICATES OF INDEBTEDNESS, SERIES 1997
DATED MAY 1, 1997, AS FOLLOWS:
DATE PRINCIPAL
(MAY 1) PAYMENT
2003 $ 690,000
2004 725,000
2005 765,000
2006 805,000
2007 845,000
$3,830,000
All of the above Certificates of Indebtedness (maturing May 1, 2003, and thereafter) will be redeemed on November 1, 2002, at the principal amount thereof, plus accrued interest to the date fixed for redemption.
* * * * *
CERTIFICATES OF INDEBTEDNESS, SERIES 1997-B
DATED DECEMBER 1, 1997, AS FOLLOWS:
DATE PRINCIPAL
(MAY 1) PAYMENT
2003 $ 80,000
2004 85,000
2005 85,000
2006 90,000
2007 95,000
$435,000
All of the above Certificates of Indebtedness (maturing May 1, 2003, and thereafter) will be redeemed on November 1, 2002, at the principal amount thereof, plus accrued interest to the date fixed for redemption.
EXHIBIT B
TO CERTIFICATE RESOLUTION
(FORM OF FACE OF CERTIFICATES)
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF ACADIA
REFUNDING CERTIFICATES, SERIES 2002
SALES TAX DISTRICT NO. 2 OF THE PARISH OF ACADIA,
STATE OF LOUISIANA
Certificate Certificate Maturity Interest Principal
Number Date Date Rate Amount
R-__ November 1, 2002 May 1, ____ ____% $________
SALES TAX DISTRICT NO. 2 OF THE PARISH OF ACADIA, STATE OF LOUISIANA (the "Issuer"), promises to pay, but only from the source and as hereinafter provided, to:
or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Certificate Date set forth above, or from the most recent interest payment date to which interest has been paid or duly provided for, payable on May 1 and November 1 of each year, commencing May 1, 2003 (each an "Interest Payment Date"), at the Interest Rate per annum set forth above until said Principal Amount is paid, unless this Certificate shall have been previously called for redemption and payment shall have been made or duly provided for. The principal of this Certificate, upon maturity or redemption, is payable in such coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts at Argent Trust, a division of National Independent Trust Company, of Ruston, Louisiana, or any successor thereto (the "Paying Agent"), upon presentation and surrender hereof. Interest on this Certificate is payable by check mailed by the Paying Agent to the registered owner hereof. The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the hereinafter defined Certificate Resolution, be paid to the person in whose name this Certificate is registered as of the close of business on the Record Date (which is the 15th calendar day of the month next preceding an Interest Payment Date). Any interest not punctually paid or duly provided for shall be payable as provided in the Certificate Resolution.
This Certificate is one of an authorized issue of Refunding Certificates, Series 2002, aggregating in principal the sum of Three Million Nine Hundred Five Thousand Dollars ($3,905,000) (the "Certificates"), said Certificates having been authorized by the Issuer pursuant to a resolution adopted by its governing authority on September 17, 2002 (the "Certificate Resolution"), for the purpose of paying a portion of effecting a current refunding of the outstanding principal amount of the Issuer’s (i) Certificates of Indebtedness, Series 1997, dated May 1, 1997, maturing May 1, 2003 through May 1, 2007, inclusive; and (ii) Certificates of Indebtedness, Series 1997-B, dated December 1, 1997, maturing May 1, 2003 through May 1, 2007, inclusive (collectively, the “Refunded Certificates”), under the authority conferred by Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.
The Certificates are issuable as fully registered bonds, in the denominations corresponding to the principal amount of each maturity. As provided in the Bond Resolution, and subject to certain limitations set forth therein, the Certificates are exchangeable for an equal aggregate principal amount of Certificates of the same maturity.
Subject to the limitations and requirements provided in the Certificate Resolution, the transfer of this Certificate shall be registered on the registration books of the Paying Agent upon surrender of this Certificate at the principal corporate trust office of the Paying Agent as Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form and a guaranty of signature satisfactory to the Paying Agent, duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new Certificate of the same maturity and for the same aggregate principal amount, will be issued to the transferee. Prior to due presentment for transfer of this Certificate, the Issuer and the Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof (whether or not this Certificate shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest hereon and for all other purposes, and neither the Issuer nor the Paying Agent shall be affected by any notice to the contrary.
The Certificates shall not be callable for redemption prior to their stated maturities.
The Certificates are secured by and payable as to principal and interest from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the fiscal years during which the Certificates are outstanding, including the revenues the Issuer receives from its 1% sales and use tax, authorized to be levied and collected pursuant to an election held in the Issuer on January 18, 1997 (the “Tax”). The Issuer has covenanted and agreed to budget annually a sufficient sum of money to pay the principal and the interest on this Certificate and the issue of which it forms a part as the same respectively become due, and to levy and collect in each year for the full period of its authorization, the Tax and collect other revenues, within the limits prescribed by law, sufficient to pay the principal of and the interest on the Certificates after the payment in such years of all such statutory, necessary and usual charges. The Issuer, in the Certificate Resolution, has also entered into certain other covenants and agreements with the registered owners of the Certificates, including a provision for the issuance of pari passu obligations hereafter, under certain conditions, for the terms of which reference is made to the Certificate Resolution.
This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Certificate Resolution until the certificate of registration hereon shall have been signed by the Paying Agent.
It is certified that this Certificate 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 Certificate and the issue of which it forms a part to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Certificate and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitution and statutes of the State of Louisiana.
IN WITNESS WHEREOF, the Police Jury of the Parish of Acadia, State of Louisiana, acting as the governing authority of the Issuer, has caused this Certificate to be executed in the name of the Issuer by the manual signatures of its President and its Secretary-Treasurer, and the corporate seal of the Issuer to be impressed hereon.
SALES TAX DISTRICT NO. 2
OF THE PARISH OF ACADIA,
STATE OF LOUISIANA
Secretary-Treasurer President
Acadia Parish Police Jury Acadia Parish Police Jury
(SEAL)
* * * * *
(FORM OF PAYING AGENT'S CERTIFICATE OF REGISTRATION)
This Certificate is one of the Certificates referred to in the within-mentioned Certificate Resolution.
ARGENT TRUST, A DIVISION OF
NATIONAL INDEPENDENT TRUST
COMPANY, Ruston, Louisiana,
as Paying Agent
Date of Registration: _____________ By: __________________________
Authorized Officer
* * * * *
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please Insert Social Security
or other Identifying Number of Assignee
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
________________________________________________________________ attorney or agent to transfer the within Certificate 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 Certificate in every
particular, without alteration or
enlargement or any change whatever.
* * * * *
EXHIBIT C
TO CERTIFICATE RESOLUTION
COMMITMENT LETTER OF PURCHASERS
September 17, 2002
Honorable Police Jury
Parish of Acadia
Crowley, Louisiana
RE: $3,905,000 of Refunding Certificates,
Series 2002, of Sales Tax District No. 2
of the Parish of Acadia, State of
Louisiana
Gentlemen:
We hereby agree to purchase at par and accrued interest to the date of delivery thereof, Three Million Nine Hundred Five Thousand Dollars ($3,905,000) of Refunding Certificates, Series 2002 (the "Certificates"), of Sales Tax District No. 2 of the Parish of Acadia, State of Louisiana (the "Issuer"), dated November 1, 2002, in the denominations corresponding to the principal amount of each maturity, with interest payable on May 1, 2003, and semiannually thereafter on May 1 and November 1 of each year. The Certificates shall mature serially on May 1 of each year in the principal amounts, and will bear interest at the rates set forth on the attachment to this letter.
The Certificates will not be callable prior to their stated maturities.
The Certificates are to be delivered to us on or about November 1, 2002. The Paying Agent for the Certificates will be Argent Trust, a division of National Independent Trust Company, in the City of Ruston, Louisiana.
We will accept delivery of the Certificates either at the office of Bond Counsel, in New Orleans, Louisiana, or at the office of Bank of Commerce & Trust Company, in Crowley, Louisiana, it being understood that the Issuer will furnish us without cost the approving legal opinion of Messrs. Foley & Judell, L. L. P., Bond Counsel, as well as a certified copy of the proceedings prepared incident to and in the issuance of the Certificates.
Respectfully submitted,
IBERIABANK
Lafayette, Louisiana
By: _____________________________________
Title:
BANK OF COMMERCE & TRUST COMPANY
Crowley, Louisiana
By: _____________________________________
Title:
EXHIBIT D
TO CERTIFICATE RESOLUTION
NOTICE OF CALL FOR REDEMPTION
SALES TAX DISTRICT NO. 2 OF THE PARISH OF ACADIA,
STATE OF LOUISIANA
CERTIFICATES OF INDEBTEDNESS, SERIES 1997
DATED MAY 1, 1997; AND
CERTIFICATES OF INDEBTEDNESS, SERIES 1997-B
DATED DECEMBER 1, 1997
NOTICE IS HEREBY GIVEN pursuant to a resolution adopted on September 17, 2002, by the Police Jury of the Parish of Acadia, State of Louisiana (the “Police Jury”), the governing authority of Sales Tax District No., 2 of the Parish of Acadia, State of Louisiana (the “District”), that (i) 3,830,000 aggregate principal amount of the District’s outstanding Certificates of Indebtedness, Series 1997, dated May 1, 1997, consisting of all of the certificates of said issue maturing May 1, 2003 through May 1, 2007, inclusive; and (ii) $435,000 aggregate principal amount of the District’s outstanding Certificates of Indebtedness, Series 1997-B, dated December 1, 1997, consisting of all of the certificates of said issue maturing May 1, 2003 through May 1, 2007, inclusive (the “Refunded Certificates”), are hereby called for redemption on November 1, 2002, said certificates to be redeemed at the principal amount thereof and accrued interest to the redemption date, as follows:
CERTIFICATES OF INDEBTEDNESS, SERIES 1997
DATED MAY 1, 1997
MATURITY AMOUNT INTEREST
DATE REDEEMED RATES
May 1, 2003 $ 690,000 5.10%
May 1, 2004 725,000 5.10
May 1, 2005 765,000 5.10
May 1, 2006 805,000 5.10
May 1, 2007 845,000 5.10
$3,830,000
PLEASE REFER TO LOAN NUMBER "ACADSTD2CI97" WHEN CALLING BONDHOLDER SERVICES.
* * *
CERTIFICATES OF INDEBTEDNESS, SERIES 1997-B
DATED DECEMBER 1, 1997
MATURITY AMOUNT INTEREST
DATE REDEEMED RATES
May 1, 2003 $ 80,000 5.00%
May 1, 2004 85,000 5.00
May 1, 2005 85,000 5.00
May 1, 2006 90,000 5.00
May 1, 2007 95,000 5.00
$435,000
PLEASE REFER TO LOAN NUMBER "ACADST2CIB97" WHEN CALLING BONDHOLDER SERVICES.
No further interest will accrue and be payable on the Refunded Certificates from and after November 1, 2002. The Refunded Certificates should not be surrendered for payment until November 1, 2002, and then Bank One Trust Company, N. A., in the City of New Orleans, Louisiana (successor to First National Bank of Commerce), as paying agent and registrar for the Refunded Certificates, as follows:
By Overnight or Courier Service By Mail
Bank One/CTO Bank One Trust Company, N.A.
Suite 1N (OH 1-0184) Corporate Trust Operations
1111 Polaris Parkway P. O. Box 710184
Columbus, OH 43240 Columbus, OH 43271-0184
For questions regarding this Notice, call Bondholder Services, Columbus, Ohio, Monday through Friday from 8:00 a.m. - 6:00 p.m. EST at 1-800-346-5153.
The owners of the Refunded Certificates are reminded that the Federal Interest and Dividend Tax Compliance Act of 1983 requires that the Paying Agent, as payor, withhold 30% of the principal amount if a Taxpayer Identification Number has not been provided by the owner as payee. If the Tax Identification Number has not previously been provided to the Paying Agent, then the owners are requested to provide this information to the Paying Agent with a Form W-9 in order to avoid the aforesaid withholding.
SALES TAX DISTRICT NO. 2 OF THE PARISH
OF ACADIA, STATE OF LOUISIANA
By: / s/ Katry Martin
Dated: September 17, 2002 Secretary-Treasurer
HEALTH
A final report was presented by Mr. John Quebodeaux, Emergency Management Director, and Mr. Ron Levy, Acadia Parish County Agent, on the mosquito abatement initiative posting a total expenditure of $211,749.29.
No action was taken on the request to reimburse for mosquito application equipment.
PUBLIC WORKS/ROAD & BRIDGE
A motion was offered by Mr. John Beard, seconded by Mr. John Humble, Sr., to authorize the purchase of one new culvert packing machine in the amount of $3,200.00 from Eunice Rental and Sales. Motion carried.
ORDINANCE #849
AN ORDINANCE MAKING IT UNLAWFUL FOR ANY PERSON TO OPERATE OR DRIVE A MOTOR VEHICLE UPON GUMPOINT ROAD IN ACADIA PARISH, LOUISIANA, AT A SPEED IN EXCESS OF TWENTY-FIVE MILES PER HOUR, AND, PROVIDING FOR THE PENALTIES FOR THE VIOLATION THEREOF.
SECTION 1. BE IT ORDAINED by the Police Jury of Acadia Parish, Louisiana, that it shall be unlawful for any person to operate or drive a motor vehicle in excess of twenty-five miles per hour on the following described Parish Road:
Gumpoint Road
from Henry Bieber South to St. Lucy
SECTION 2. BE IT FURTHER ORDAINED that any person found guilty of operating or driving a motor vehicle in excess of twenty-five miles per hour on the Parish road described above, shall be guilty of a misdemeanor, and upon conviction therefore, shall be fined not more than Fifty Dollars ($50) or be imprisoned not more than ten (10) days or both.
SECTION 3. BE IT FURTHER ORDAINED that any laws or parts of laws in conflict are hereby repealed.
The Ordinance was offered by Mr. Pat Daigle, and seconded by Mrs. Catherine LaCombe, after being read and considered section by section, was adopted as a whole by the following vote:
YEAS: Alton Stevenson, Catherine LaCombe, John Humble, Sr., Jimmie
Pellerin, John Beard, Pat Daigle and Claude Courville.
NAYS: None.
ABSENT: Cecelia Broussard.
ADOPTED: SEPTEMBER 17, 2002
ATTEST:
/s/ Katry Martin /s/ Claude J. Courville
KATRY MARTIN CLAUDE J. COURVILLE
SECRETARY-TREASURER PRESIDENT
The Sales Tax Report was presented for the month of August, 2002. The report indicated a gross receipt of $451,209.69, a decrease of $775,065.56 from August, 2001.
COMMENTS FROM THE PUBLIC
Mr. John Quebodeaux reported on the recent state inspection to Off-System Bridges indicating that no changes were necessary and no bridges were considered for closure. He also reminded of the upcoming Household Hazardous Waste Day on September 28, 2002.
THERE BEING NO FURTHER BUSINESS TO COME BEFORE THE MEETING, THE MOTION WAS OFFERED DULY SECONDED, THAT THE MEETING ADJOURN UNTIL THE NEXT REGULARLY SCHEDULED MEETING OF OCTOBER 1, 2002, AT THE HOUR OF 6:30 P.M.
QUICK REFERENCES
MEETING AGENDAS
Email the Web Administrator