CROWLEY, LOUISIANA
MARCH 18, 2003
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
CECELIA BROUSSARD
JIMMIE PELLERIN
JOHN BEARD
PAT DAIGLE
CLAUDE COURVILLE
A motion was offered by Mrs. Cecelia Broussard, seconded by Mr. Alton Stevenson, to revise the agenda and consider repairs to Crogan Road and to discuss attendance to the National Convention. Motion carried.
A motion was offered by Mr. Jimmie Pellerin, seconded by Mrs. Cecelia Broussard, to approve the Minutes of the February 18, 2003, Regular Police Jury Meeting. Motion carried.
The Honorable Greg Frugé presented grant funds in the amount of $235,865.00 for the repairs to the Morrow/Indigo Road and Bridge.
Members of the leadership EXCEL Group were in attendance and introduced by the President.
The Secretary read correspondence from the Emergency Management Director recognizing those outstanding individuals who provided service to the Parish in support of the Emergency Preparedness Office.
FINANCE
The following resolution was offered by Mr. John W. Humble, Sr., and seconded by Mrs. Catherine LaCombe:
RESOLUTION
A resolution authorizing the incurring of debt and issuance
of Six Hundred Ninety Thousand Dollars ($690,000) of
Refunding Bonds, Series 2003, of the Parish of Acadia,
State of Louisiana; prescribing the form, terms and
conditions of said Refunding Bonds; 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 Bonds; and providing for
other matters in connection therewith.
WHEREAS, the Parish of Acadia, State of Louisiana (the "Issuer"), currently has outstanding the following issue of Certificates of Indebtedness, which is secured by an irrevocable pledge and dedication of 60% of the proceeds to be derived from the levy and collection of a tax of two and twelve-hundredths (2.12) mills (the “Tax”), authorized to be levied in the in the years 2000 through 2009, inclusive, pursuant to an election held in the Issuer on July 15, 2000:
$680,000 of Certificates of Indebtedness, Series 2000,
dated November 1, 2000, bearing interest at the rate of
5.58% per annum, maturing serially on March 1 of the
years 2004 through 2010, inclusive (the "Series 2000
Certificates").
WHEREAS, the Issuer has found and determined that the refunding and refinancing of those Series 2000 Certificates which mature March 1, 2004 through March 1, 2010, inclusive (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 bonds for the purpose of refunding outstanding securities in an amount to effectuate the purposes for which the refunding bonds are being issued and to secure said refunding bonds 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, acting as the governing authority (the “Governing Authority”) of the Issuer, to fix the details necessary with respect to the issuance of Six Hundred Ninety Thousand Dollars ($690,000) principal amount of its Refunding Bonds, Series 2003 (the "Bonds"), for the purpose of paying the cost of refunding the Refunded Certificates in principal and accrued interest to their redemption date on the date of delivery of the Bonds, and paying a portion of the costs of issuance of the Bonds, to fix the details necessary with respect to the issuance of the Bonds, 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 Bonds to Bank of Commerce & Trust Company, of Crowley, Louisiana, at the price and in the manner hereinafter provided;
NOW, THEREFORE, BE IT RESOLVED by the Police Jury of the Parish of Acadia, State of Louisiana, acting as the governing authority thereof, that:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
SECTION 1.01. 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.
"Bond" or "Bonds" shall mean any or all of the Refunding Bonds, Series 2003, of the Issuer, 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.
"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 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 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 of the payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of Bonds.
"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 beginning on January 1st 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 March 1 and September 1 of each year, commencing September 1, 2003.
"Issuer" shall mean the Parish of Acadia, State of Louisiana.
"Outstanding", when used with reference to the Bonds, shall mean, as of any date, all Bonds theretofore issued under the Bond Resolution, except:
(A) Bonds theretofore canceled by the Paying Agent or delivered to the
Paying Agent for cancellation;
(B) 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 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;
(C) Bonds in exchange for or in lieu of which other Bonds have been
registered and delivered pursuant to the Bond Resolution; and
(D) Bonds alleged to have been mutilated, destroyed, lost, or stolen
which have been paid as provided in the Bond Resolution or by law.
"Owner" shall mean the Person reflected as registered owner of any of the Bonds on the registration books maintained by the Paying Agent.
"Paying Agent" shall mean Bank of Commerce & Trust Company, of Crowley, 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.
"Purchaser" shall mean 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 Bond, the principal amount thereof plus the applicable premium, if any, payable upon redemption thereof pursuant to this Bond Resolution.
"Refunded Certificates" shall mean $680,000 principal amount of the Issuer's outstanding Certificates of Indebtedness, Series 2000, dated November 1, 2000, maturing March 1, 2004 through March 1, 2010, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit “A” hereto.
"State" shall mean the State of Louisiana.
"Tax" shall mean the two and twelve hundredths (2.12) mills tax authorized to be levied by the Issuer in the years 2000 through 2009, inclusive, pursuant to an election held in the Issuer on July 15, 2000, which election authorizes the Issuer to use the proceeds heretofore or hereafter received from the levy of such millage to be used not only (i) for the purpose of constructing, improving, maintaining and operating the Parish’s Cooperative Extension Service Building, and acquiring equipment and furnishings therefor, but also (ii) for the purpose of constructing improvements to and maintaining and operating the Parish’s Multi-Purpose Building and Arena, provided, however, that at least 40% of the annual tax proceeds shall be budgeted for each of said purposes.
SECTION 1.02. 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 2
AUTHORIZATION AND ISSUANCE OF BONDS
SECTION 2.01. Authorization of Bonds. (a) This Bond Resolution creates a series of Bonds of the Issuer to be designated "Refunding Bonds, Series 2003, 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 Bonds.
(b) The proceeds of the Bonds issued under this Bond Resolution shall be used for the purpose of paying the cost of effecting a current refunding of the Refunded Certificates, in principal and accrued interest to their redemption date on the date of delivery of the Bonds, and paying a portion of the Costs of Issuance of the Bonds.
(c) Provision having been made for the call for redemption of all of the Refunded Certificates on May 1, 2003, in accordance with their terms, and/or with the consent of 100% of the owners of the Refunded Certificates, 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 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 2.02. 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 2.03. Obligation of Bonds - Pledge and Dedication of Revenues. Pursuant to the authority granted at the special election held within the boundaries of the Issuer on July 15, 2000, this Governing Authority levied in the year 2002, and does hereby obligate itself and its successors in office to levy and collect annually in each of the years 2003 through 2009, inclusive, the Tax (such Tax being subject to millage rate adjustment from time to time due to reassessment), which election provides that such proceeds may be used not only for (i) for the purpose of constructing, improving, maintaining and operating the Parish’s Cooperative Extension Service Building, and acquiring equipment and furnishings therefor, but also (ii) for the purpose of constructing improvements to and maintaining and operating the Parish’s Multi-Purpose Building and Arena, provided, however, that at least 40% of the annual tax proceeds shall be budgeted for each of said purposes. This Governing Authority does hereby irrevocably and irrepealably dedicate, appropriate and pledge 60% of the annual income to be derived from the assessment, levy and collection of the Tax to pay the annual debt service on the Bonds. The Issuer shall issue no other Bonds or obligations of any kind or nature payable from or enjoying a lien on the revenues of the Tax having priority over or parity with the Bonds.
SECTION 2.04. Authorization and Designation. Pursuant to the provisions of the Act, there is hereby authorized the issuance of Six Hundred Ninety Thousand Dollars ($690,000) principal amount of Bonds of the Issuer to be designated "Refunding Bonds, Series 2003, of the Parish of Acadia, State of Louisiana," for the purposes set forth in Section 2.01, paragraph (b) hereof. The Bonds 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 Bond Resolution.
SECTION 2.05. Denominations, Dates, Maturities and Interest. The Bonds are issuable as fully registered bonds, without coupons, in the denominations corresponding to the principal amount of each maturity, and shall be numbered R-1 upwards.
The Bonds shall be dated May 1, 2003, shall bear interest at the rate of three and forty-hundredths per centum (3.40%) per annum, payable on each Interest Payment Date, commencing September 1, 2003, and shall mature on March 1 in the years and in the principal amounts as follows:
Principal
Year Payment
2004 $ 85,000
2005 90,000
2006 95,000
2007 95,000
2008 105,000
2009 110,000
2010 110,000
SECTION 2.06. Payment of Principal and Interest. 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 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, 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 the payment of the interest on any Bonds due on any Interest Payment Date, then all such Bonds shall bear interest 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) notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
ARTICLE 3
GENERAL TERMS AND PROVISIONS OF THE BONDS
SECTION 3.01. 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 Owner 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.
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.
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.
SECTION 3.02. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond 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 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 (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 bond 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 Bonds so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section 3.04 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 obligations of the Issuer upon the duplicate Bonds being identical to its 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 3.03. 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 3.05, 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 3.04. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent. All canceled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
SECTION 3.05. Execution. The Bonds 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 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 3.06. Registration by the Paying Agent. 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 on such Bond 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 Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.
SECTION 3.07. Regularity of Proceedings. The Issuer, having investigated the regularity of the proceedings had in connection with the 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 the State of Louisiana."
ARTICLE 4
PAYMENT OF BONDS; DISPOSITION OF FUNDS
SECTION 4.01. Funds and Accounts. In order that the principal of and the interest on the Bonds 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 Bonds, the Issuer heretofore created and now maintains a special fund known as "Parish of Acadia, State of Louisiana - Certificates of Indebtedness, Series 2000, Sinking Fund" (hereinafter the "Sinking Fund"), said Sinking Fund to be maintained with the regularly designated fiscal agent bank of the Issuer. For the payment of the Bonds, the Issuer shall deposit into the Sinking Fund at least two (2) days in advance of the date on which each payment of principal and/or interest falls due, funds fully sufficient to promptly pay the maturity principal and/or interest so falling due on such date. Said fiscal agent bank shall make available from the Sinking Fund to the Paying Agent at least one (1) day in advance of the date on which each payment of principal and interest on the Bonds falls due, funds fully sufficient to pay promptly the principal and/or 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 derived from the levy and collection of the Tax in any Fiscal Year sufficient to pay the principal and interest on the Bonds herein authorized for that Fiscal Year, then any excess of such revenues remaining in that Fiscal Year shall be free for expenditure by the Issuer for any purposes for which the Tax was voted.
All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Bond Resolution shall constitute sacred funds for the benefit of the Owners of the Bonds, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds.
All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be transferred to the special operating fund designated as the Cooperative Extension Services Building Fund.
ARTICLE 5
REDEMPTION OF BONDS
SECTION 5.01. Redemption Provisions. The Bonds maturing on March 1, 2006, and thereafter, shall be callable for redemption at the option of the Issuer in full at any time on or after March 1, 2005, 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 September 1, 2005, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for.
In the event a Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Any Bond which is to be redeemed only in part shall be surrendered at the principal corporate office of the Paying Agent and there shall be delivered to the Owner of such Bond a new Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Official notice of such call of any of the Bonds for redemption shall be given by means of first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the Owner of each Bond to be redeemed at his address as shown on the Bond Register.
ARTICLE 6
PARTICULAR COVENANTS
SECTION 6.01. Payment of Bonds. The Issuer shall duly and punctually pay or cause to be paid as herein provided, the principal or redemption price, if any, 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 6.02. 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 Bonds 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 Bonds 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 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, (a) the failure to comply with the limitation on investment of the proceeds of the Bonds, (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 Bonds in a manner which would cause the Bonds 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 6.03. Bonds are "Bank-Qualified". The Bonds 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 Bonds are not "private activity bonds" within the meaning of the Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinate entities in calendar year 2003 does not exceed $10,000,000.
SECTION 6.04. Disclosure Under SEC Rule 15c2-12. 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 the aggregate principal amount of the Bonds is less than $1,000,000.
ARTICLE 7
SUPPLEMENTAL BOND RESOLUTIONS
SECTION 7.01. 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 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 restrictions 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 questions 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 7.02. Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section 8.01 any modification or amendment of the Bond Resolution or of the rights and obligations of the Issuer 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 obligations of the Issuer described in Section 2.03 hereof for the payment of the Bonds, 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 the 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 the Bonds.
ARTICLE 8
REMEDIES ON DEFAULT
SECTION 8.01. 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; 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; 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 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 Issuer by the Owners of not less than 25% of the Bond Obligation (as defined in the Bond 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 Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law.
ARTICLE 9
CONCERNING FIDUCIARIES
SECTION 9.01. 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 Bond Resolution. The designation of Bank of Commerce & Trust Company, of Crowley, 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 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 Issuer.
SECTION 9.02. 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 10
MISCELLANEOUS
SECTION 10.01. Defeasance. (a) If the Issuer shall pay or cause to be paid to the Owners of all Bonds 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 Bond 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 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 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. Bonds 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 10.02. Evidence of Signatures of Owners and Ownership of Bonds. 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:
(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 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.
(C) 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 Issuer or the Paying Agent in accordance therewith.
SECTION 10.03. 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 10.04. 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 Issuer, the Paying Agent and the 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 Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent and the Owners of the Bonds.
SECTION 10.05. No Recourse on the Bonds. No recourse shall be had for the payment of the 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 Issuer or any person executing the Bonds.
SECTION 10.06. Successors and Assigns. Whenever in this Bond 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 Bond 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 10.07. 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 Issuer had and possessed by the owner or owners of the Refunded Certificates.
SECTION 10.08. 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 the Bond Resolution and to the Bonds.
SECTION 10.09. Publication of Bond Resolution; Peremption. This Bond 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 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 (30) days, no person may contest the regularity, formality, legality or effectiveness of the 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 (30) days.
SECTION 10.10. Execution of Documents. In connection with the issuance and sale of the Bonds, 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 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.
ARTICLE 11
EMPLOYMENT OF BOND COUNSEL; AND
APPLICATION TO THE STATE BOND COMMISSION
SECTION 11.01. 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 Bonds 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 Bonds. 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 permitted for comprehensive legal and coordinate professional work for revenue bonds set by the Attorney General’s fee schedule, including any and all expenses and costs in preparing an Official Statement for the Bonds, if necessary. A certified copy of this Bond 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 monies of the Issuer.
SECTION 11.02. 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 Bonds and for consent and authority to proceed with the issuance and sale of the Bonds 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 12
SALE OF BONDS
SECTION 12.01. Sale of Bonds. The Bonds are hereby awarded to and sold to the Purchaser at a price of par ($690,000), and accrued interest to the date of delivery of the Bonds, 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 Bonds 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 March 18, 2003, 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 Bond Resolution or to facilitate the sale of the Bonds.
ARTICLE 13
REDEMPTION OF REFUNDED CERTIFICATES
SECTION 13.01. Call for Redemption of the Refunded Certificates. Subject only to the delivery of the Bonds, $680,000 principal amount of the Issuer's Certificates of Indebtedness, Series 2000, dated November 1, 2000, consisting of all of said certificates maturing March 1, 2004 through March 1, 2010, inclusive, are hereby called for redemption on May 1, 2003, at the principal amount thereof, plus accrued interest to the date of redemption. In accordance with the resolution 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 13.02. 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, Cecelia Broussard and
Pat Daigle.
NAYS: None.
ABSENT: None.
And the resolution was declared adopted on this, the 18th day of March, 2003.
/s/ Katry Martin /s/ Claude J. Courville
KATRY MARTIN CLAUDE J. COURVILLE
SECRETARY-TREASURER PRESIDENT
RESOLUTION
BY: MRS CECELIA BROUSSARD AND MR PAT DAIGLE
BE IT RESOLVED: by the Acadia Parish Police Jury in regular session duly convened this 18th day of March, 2003, does hereby authorize the Secretary-Treasurer to purchase under state contract one multi-passenger vehicle State Contract No. 405218 as provided for under state regulations.
ADOPTED: MARCH 18, 2003
ATTEST:
/s/ Katry Martin /s/ Claude J. Courville
KATRY MARTIN CLAUDE J. COURVILLE
SECRETARY-TREASURER PRESIDENT
Attendance at the National Convention in Milwaukee, Wisconsin will be discussed in more detail at the next regular meeting.
PUBLIC WORKS/ROAD & BRIDGE
RESOLUTION
BY MESSRS: JOHN HUMBLE SR AND PAT DAIGLE
WHEREAS, the Acadia Parish Police Jury advertised for bids in the Official Journal for three (3) New 3/4 Ton Heavy Duty Extended Cab Pickup Trucks.
WHEREAS, bids received were as follows:
BIDDER BASE BID EACH TOTAL PRICE
Lamarque Ford $17,664.00 $52,992.00
Perry Pitre Ford Co. $18,118.68 $54,356.04
Don Shetler Chevrolet $19,151.65 $57,454.95
Shetler-Corley Ford $19,271.00 $57,813.00
Shetler-Corley Dodge $22,764.00 $68,292.00
THEREFORE, BE IT RESOLVED by the Acadia Parish Police Jury in regular session duly convened on this the 18th day of March, 2003, does hereby accept the low bid submitted by Lamarque Ford, in the amount of Fifty-two Thousand Nine Hundred Ninety-two and 00/100 ($52,992.00) Dollars.
BE IT FURTHER RESOLVED that the President of this Police Jury be and he is hereby empowered, authorized and directed to execute a contract with Lamarque Ford, on behalf of, in the name and under the seal of the Acadia Parish Police Jury relative to the purchase of said vehicle.
ADOPTED: MARCH 18, 2003
ATTEST:
/s/ Katry Martin /s/ Claude J. Courville
KATRY MARTIN CLAUDE J. COURVILLE
SECRETARY-TREASURER PRESIDENT
A motion was offered by Mrs. Cecelia Broussard, seconded by Mr. John Beard, to approve the request to pay additional bonding expense to E. B. Feucht & Sons Contractors relative to the Parishwide Patching & Base Failure Repair Project in the amount of $6,073.00. Motion carried.
A motion was offered by Mrs. Catherine LaCombe, seconded by Mr. Alton Stevenson, to authorize the Parish Road Engineer to prepare a study and cost estimate to make improvements which would include the elevation of Croughan Road. Motion carried.
SOLID WASTE/ENVIRONMENTAL
RESOLUTION
BY: MRS CECELIA BROUSSARD AND MRS CATHERINE LACOMBE
WHEREAS, pursuant to Section III-D, Article 9-C of the Contract for Collection and Disposal of Solid Waste between Browning-Ferris Industries and the Acadia Parish Police Jury, the result of a joint house count submitted by BFI indicates an increase of 540 homes bringing the total number of the residential house count to 22,468.
THEREFORE, BE IT RESOLVED by the Acadia Parish Police Jury in regular session duly convened this 18th day of March, 2003, does hereby concur with the results of the joint house count verifying the number of service units.
BE IT FURTHER RESOLVED that the effective date of the revised count submitted be in accordance with the Solid Waste Collection and Disposal Contract by and between Browning-Ferris Industries and the Acadia Parish Police Jury.
ADOPTED: MARCH 18, 2003
ATTEST:
/s/ Katry Martin /s/ Claude J. Courville
KATRY MARTIN CLAUDE J. COURVILLE
SECRETARY-TREASURER PRESIDENT
No action was taken relative to the request by the Town of Basile to dispose of waste water sludge in the Acadia Parish Sanitary Landfill.
LITIGATION
A motion was offered by Mr. Jimmie Pellerin, seconded by Mr. Pat Daigle, to adjourn into executive session to consider the matter related to the Acadia Parish Police Jury, et al vs. Town of Duson, Docket #75,890E, Acadia Parish. The following roll call vote was cast: Yeas: Alton Stevenson, Catherine LaCombe, John Humble, Sr., Cecelia Broussard, Jimmie Pellerin, John Beard, Pat Daigle and Claude Courville. Nays: None. Motion carried.
The Sales Tax Report was presented for the month of February, 2003. The report indicated a gross receipt of $458,304.00 an increase of $100,647.96 from February, 2002.
COMMENTS FROM THE PUBLIC
The Secretary announced the State approval of grant funds in the amount of $90,000.00 for electrical repairs to the Courthouse. This grant, however, is subject to federal approval.
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 APRIL 1, 2003, AT THE HOUR OF 6:30 P.M.
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