SPECIAL MEETING OF MARCH 28, 2001
TO THE MEMBERS OF THE
ACADIA PARISH POLICE JURY
PARISH OF ACADIA
STATE OF LOUISIANA
LADIES & GENTLEMEN:
Notice is hereby given that a Special Meeting of the Acadia Parish Police Jury will be held in the Police Jury Meeting Room, Courthouse Building, Crowley, Louisiana, at 6:30 p.m., on Wednesday, March 28, 2001, to discuss the following items:
AGENDA:
1. Receive and open bids for the sale of $5,000,000 of Sales Tax Road
Bonds, Series 2001, Acadia Parish Sales Tax District, State of
Louisiana.
Dated at Crowley, Louisiana
this 22nd day of March, 2001.
We, the undersigned members of the Acadia Parish Police Jury, do hereby accept such service of the foregoing notice, waiving any and all irregularities in such service and such notice and consent and agree that said Police Jury of Acadia shall meet at the time and
place named therein and for the purpose therein stated.
/s/ Alton Stevenson /s/ Catherine LaCombe
/s/ John Humble, Sr. /s/ Cecelia Broussard
/s/ Jimmie Pellerin /s/ John Beard
/s/ Pat Daigle /s/ Claude Courville
A motion was offered by Mr. John Humble, Sr., seconded by Mr. Alton Stevenson, to amend the agenda to consider the recommendations of the Building & Grounds Committee at a Meeting held March 28, 2001. Motion carried.
The Police Jury of the Parish of Acadia, State of Louisiana (the “Police Jury”), was duly convened as the governing authority of the Acadia Parish Sales Tax District, State of Louisiana, by Hon. Claude Courville, President, who stated the purposes of the meeting and then stated that the Police Jury was ready for the transaction of business.
The time having arrived for the sale of $5,000,000 of Sales Tax Road Bonds, Series 2001 (the “Bonds”), of the Acadia Parish Sales Tax District, State of Louisiana (the “Issuer”) scheduled for six-thirty o’clock (6:30) p.m., the President called upon Mr. Lonnie L. Bewley of Foley & Judell, L.L.P., Bond Counsel, prior to the opening of bids, to advise the Police Jury as to what action was necessary in order to proceed with the reception of bids and sale of the Bonds.
Mr. Bewley then reported to the Police Jury that the first order of business was to open the two (2) bids received prior to six o’clock (6:00) p.m., this date, and to formally approve the official Notice of Bond Sale and the Official Statement that was prepared and distributed to prospective purchasers in connection with the sale of the Bonds. He stated that the Official Statement had been prepared with the assistance of the President and the Secretary-Treasurer of the Police Jury and other local public officials, and that all members of the Police Jury had been furnished a copy of the same for their review and approval.
It was then announced that it was time to open the sealed bids received for the purchase of the Bonds, said Bonds having been advertised for sale by virtue of a resolution adopted by the Police Jury on February 6, 2001. It was also stated that the Notice of Bond Sale which had been issued on February 6, 2001, calling for sealed bids for the purchase of the Bonds had been published on February 22, 2001 and on March 16, 2001, in “The Daily Journal of Commerce”, and on February 22, 2001, in “The Rayne Acadian-Tribune”, Rayne, Louisiana.
The following resolution was offered by Mr. John Humble, Sr., seconded by Mrs. Catherine LaCombe:
RESOLUTION
A Resolution providing for the opening of the sealed bids
received for the purchase of Five Million Dollars ($5,000,000)
of Sales Tax Road Bonds, Series 2001, of the Acadia Parish
Sales Tax District, State of Louisiana, approving the Official
Notice of Bond Sale and the Official Statement in connection
therewith, and authorizing the President and the Secretary-
Treasurer to sign copies thereof as evidence of the approval
thereof.
BE IT RESOLVED by the Police Jury of the Parish of Acadia, State of Louisiana (the “Police Jury”), acting as the governing authority of the Acadia Parish Sales Tax District, State of Louisiana (the “Issuer”), that:
SECTION 1. This Police Jury does now proceed in open and public session to open the sealed bids received for the purchase of Five Million Dollars ($5,000,000) of Sales Tax Road Bonds, Series 2001 (the “Bonds”), of the Issuer, authorized and duly advertised for sale by virtue of a resolution adopted on February 6, 2001.
SECTION 2. The Official Notice of Bond Sale and the Official Statement prepared in connection with the sale of the Bonds, and the information contained therein, are hereby approved by this Police Jury, and the President and the Secretary-Treasurer of the Issuer are hereby authorized, empowered and directed to sign copies thereof as evidence of the approval of the Issuer.
This resolution having been submitted to a vote, the vote thereon was as follows:
YEAS: Alton Stevenson, Catherine LaCombe, John Humble, Sr., Cecelia
Broussard, Jimmie Pellerin, John Beard, Pat Daigle and Claude
Courville.
NAYS: None.
ABSENT: None.
And the resolution was declared adopted on this, the 28th day of March, 2001.
/s/ Katry Martin /s/ Claude J. Courville
KATRY MARTIN CLAUDE J. COURVILLE
SECRETARY-TREASURER PRESIDENT
The sealed bids received on March 28, 2001, for the purchase of Five Million Dollars ($5,000,000) of Sales Tax Road Bonds, Series 2001 (the “Bonds”) of the Acadia Parish Sales Tax District, State of Louisiana (the “Issuer”), were thereupon opened and read in public session of the Police Jury, said bids being based upon the maturity schedule set out in the Official Statement and hereinafter set out in these proceedings, said bids being as follows, to-wit:
1. A bid for the Bonds submitted by Morgan Keegan & Company, Inc., of
New Orleans, Louisiana, bearing interest as follows:
Bonds Maturing Interest Rate Per Annum
2001 through 2008, inclusive 5.40%
2009 and 2010 4.40
2011 4.50
2012 4.55
2013 4.70
2014 4.80
2015 and 2016 4.90
Premium: None
Average Net Interest Rate: 4.830649%
* * * * * *
2. A bid for the Bonds submitted by Bank One, Louisiana, N.A., bearing
interest as follows:
Bonds Maturing Interest Rate Per Annum
2001 through 2016, inclusive 4.95%
Premium: None
Average Net Interest Rate: 4.950000%
The following resolution was offered by Mr. John Humble, Sr., seconded by Mr. Pat Daigle:
RESOLUTION
A resolution accepting the bid of Morgan Keegan &
Company, Inc., of New Orleans, Louisiana, for the
purchase of Five Million Dollars ($5,000,000) of Sales
Tax Road Bonds, Series 2001, of the Acadia Parish Sales
Tax District, State of Louisiana.
WHEREAS, pursuant tot he provision of the Official Notice of Bond Sale dated February 6, 2001, published in the manner required by law, and pursuant to the provisions of a resolution adopted by the Police Jury of the Parish of Acadia, State of Louisiana (the “Police Jury”), acting as the governing authority of the Acadia Parish Sales Tax District, State of Louisiana (the “Issuer”), on February 6, 2001, sealed bids were solicited for the purchase of Five Million Dollars ($5,000,000) of Sales Tax Road Bonds, Series 2001, of the Issuer (the “Bonds”), on March 28, 2001; and
WHEREAS, two (2) bids were received for the purchase of the Bonds; and
WHEREAS, this Police Jury has found and determined and does hereby find and determine that the bid submitted by Morgan Keegan & Company, Inc, of New Orleans, Louisiana (the “Purchaser”), is the best bid received for the Bonds, and such bid complies with all terms and conditions prescribed by the Official Notice of Bond Sale and the Official Statement; and
WHEREAS, this Police Jury desires to accept said bid and to take such action as may be necessary to accomplish the delivery of the Bonds to the Purchaser;
NOW, THEREFORE, BE IT RESOLVED by the Police Jury of the Parish of Acadia, State of Louisiana (the “Police Jury”), acting as the governing authority of the Acadia Parish Sales Tax District, State of Louisiana (the “Issuer”), that:
SECTION 1. The bid of the Purchaser for the purchase of the Bonds, a copy of which is annexed hereto as Exhibit A, is hereby accepted and the Bonds are hereby awarded in compliance with the terms of the bid.
SECTION 2. The good faith deposit in the amount of $100,000 accompanying said bid is hereby accepted in accordance with and subject to said Official Notice of Bond Sale. The amount of the good faith deposit shall be deposited and credited toward the purchase price of the Bonds without regard to any interest earnings thereon.
SECTION 3. When the Bonds have been properly prepared, the Police Jury is hereby authorized to deliver the Bonds to the Purchaser upon the payment of Five Million Dollars ($5,000,000), plus accrued interest from the date of the Bonds, less a credit of $100,000 for the amount of the good faith deposit described above.
SECTION 4. This Police Jury hereby finds that due diligence has been exercised in preparing the bonds for sale and in preparing the Official Statement pertaining to the Bonds, and in view of that fact, the President and the Secretary-Treasurer of the Police Jury are hereby authorized and directed to execute and deliver to the successful bidder, as set forth herein, at the time of closing, a certificate which shall be substantially in the form of the certificate annexed hereto as Exhibit B.
SECTION 5. The foregoing resolution shall take effect immediately upon its adoption.
This resolution having been submitted to a vote, the vote thereon was as follows:
YEAS: Alton Stevenson, Catherine LaCombe, John Humble, Sr., Cecelia
Broussard, Jimmie Pellerin, John Beard, Pat Daigle and Claude
Courville.
NAYS: None.
ABSENT: None.
And the resolution was declared adopted on this, the 28th day of March, 2001.
/s/ Katry Martin /s/ Claude J. Courville
KATRY MARTIN CLAUDE J. COURVILLE
SECRETARY-TREASURER PRESIDENT
OFFICIAL BID FORM
$5,000,000
SALES TAX ROAD BONDS, SERIES 2001
ACADIA PARISH SALES TAX DISTRICT, STATE OF LOUISIANA
March 28, 2001
Hon. Police Jury
Parish of Acadia
Crowley, Louisiana
We offer to purchase Five Million Dollars ($5,000,000) of Sales Tax Road Bonds, Series 2001 (the “Bonds”), of Acadia Parish Sales Tax District, State of Louisiana (the “Issuer”), dated May 1, 2001, in the denomination of Five Thousand Dollars ($5,000) each, or any integral multiple thereof within a single maturity, in fully registered form, bearing interest payable on May 1st and November 1st of each year, commencing November 1, 2001, maturing serially WITH OPTION OF PRIOR PAYMENT, all in accordance with the Official Notice of Bond Sale and Official Statement, all the terms and provisions of which by reference are made hereof, and bearing interest at rates as follows, viz:
Maturity Principal Interest Maturity Principal Interest
Date Amount Rate Date Amount Rate
November 1 Maturing Per Annum November 1 Maturing Per Annum
2001 $ 100,000 5.40 % 2009 $320,000 4.40 %
2002 215,000 5.40 % 2010 340,000 4.40 %
2003 225,000 5.40 % 2011 355,000 4.50 %
2004 240,000 5.40 % 2012 375,000 4.55 %
2005 255,000 5.40 % 2013 395,000 4.70 %
2006 270,000 5.40 % 2014 415,000 4.80 %
2007 290,000 5.40 % 2015 440,000 4.90 %
2008 305,000 5.40 % 2016 460,000 4.90 %
We will pay the principal sum of Five Million Dollars ($5,000,000) together with accrued interest from the date of the Bonds to the date of delivery, plus a premium in the amount of Zero Dollars ($ -0- ), all in federal funds.
For your information, we calculate the total interest to the Issuer (after deduction of premium) as $2,252,048.75 and the average net interest rate as 4.830649%.
The Bonds are to be delivered to us within sixty (60) days of the date hereof. If due to litigation the Bonds cannot be tendered to us within said sixty (60) day period in accordance with the terms of the sale, the undersigned will have the option for sixty (60) days thereafter to cancel the sale and to request the return of his good faith deposit. If the bonds cannot be delivered to us within the latter sixty (60) day period due to said litigation, thereafter either party will have the option to cancel the sale.
We recommend that , in the City of , Louisiana, serve as the initial Paying Agent for the Bonds.
We agree to furnish in writing to the Issuer’s Bond Counsel, Foley & Judell, L.L.P., the reoffering yields within three (3) business days after the date of the sale and the initial public offering prices of the Bonds not less than ten (10) business days prior to the delivery of the Bonds.
We will accept delivery of the Bonds at the New Orleans office of Bond Counsel, it being understood that the Issuer will furnish us free of charge at the time of delivery of the Bonds the approving legal opinion of Foley & Judell, L.L.P.
In accordance with the Official Notice of Bond Sale and Official Statement, we are providing herewith one of the following: (i) a certified or cashier’s check on any member bank of the Federal Reserve System, or (ii) a Financial Surety Bond, for a sum equal to One Hundred Thousand Dollars ($100,000), made payable to the “Acadia Parish Sales Tax District, State of Louisiana”. It is understood that should this bid be accepted the Issuer will immediately deposit the aforesaid good faith deposit and will credit the proceeds thereof (without regard to interest thereon) against the purchase price to be paid for the Bonds.
This bid complies with the terms stipulated in the aforesaid Official Notice of Bond Sale and Official Statement, the receipt of which Notice of Bond Sale and Official Statement is hereby acknowledged by each of the undersigned.
Morgan Keegan & Company, Inc.
BY: Rae W Logan
Accepted by the Police Jury of the
Parish of Acadia, State of Louisiana
/s/ Katry Martin
Secretary-Treasurer
EXHIBIT “B”
OFFICIAL STATEMENT CERTIFICATE
We, the undersigned President and Secretary-Treasurer of the Police Jury of the Parish of Acadia, State of Louisiana (the “Police Jury”), acting as the governing authority of the Acadia Parish Sales Tax District, State of Louisiana (the “Issuer”), with respect to the Official Statement (the “Official Statement”) issued regarding the sale of Five Million Dollars ($5,000,000) of Sales Tax Road Bonds, Series 2001, (the “Bonds”), of the Issuer, DO HEREBY CERTIFY:
THAT, at the time of payment for and delivery of the Bonds and at the date hereof, (i) the descriptions and statements, including financial data, of or pertaining to the Issuer on the date of the Preliminary Official Statement, on the date of the Official Statement, on the date of the sale of the Bonds, and on the date of the delivery thereof, were and are true in all material respects, and, insofar as such matters are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and (ii) insofar as the descriptions and statements, including financial data, of or pertaining to governmental and/or non-governmental entities other than the Issuer and their activities, contained in the Official Statement are concerned, such descriptions, statements and data have been obtained from sources which the Police Jury believes to be reliable and the Police Jury has no reason to believe that they are untrue or incomplete in any material respect, and (iii) there has been no adverse material change in the affairs of the Issuer between the date of the Official Statement and the date of delivery of the Bonds.
ACADIA PARISH SALES TAX DISTRICT,
STATE OF LOUISIANA
BY:
President
Acadia Parish Police Jury
BY:
Secretary-Treasurer
Acadia Parish Police Jury
Dated: , 2001 (Date of Delivery)
The following resolution was offered by Cecelia S. Broussard and seconded by Jimmie Pellerin:
RESOLUTION
A resolution authorizing the issuance of Five Million Dollars
($5,000,000) of Sales Tax Road Bonds, Series 2001, of
the Acadia Parish Sales Tax District, State of Louisiana;
prescribing the form, terms and conditions of such Bonds
and providing for the payment thereof; authorizing an
agreement with the Paying Agent; and providing for other
matters in connection therewith.
WHEREAS, the Acadia Parish Sales Tax District, State of Louisiana (the "Issuer") is now levying and collecting a special one percent (1%) sales and use tax, pursuant to an election held in the Issuer on April 16, 1988, at which election the following proposition was approved by a majority of the qualified electors voting at such election, the proceeds of which tax may be funded into bonds for the purposes contained in said proposition, viz:
PROPOSITION
“Shall Acadia Parish Sales Tax District, State of Louisiana
(the "District"), under the provisions of Article VI, Section
29(B) of the Constitution of the State of Louisiana of
1974, Section 2738.55 of Title 33 of the Louisiana
Revised Statutes of 1950, as amended (R. S. 33:2738.55),
and other constitutional and statutory authority
supplemental thereto, be authorized to rededicate and re-
allocate the revenues derived from the one percent (1%)
sales and use tax (the "Tax") heretofore levied and now
being collected in the District pursuant to an election held
in the District on November 2, 1982, as follows:
1. In each fiscal year, there shall first be paid or set aside
from said revenues, a sum sufficient to pay (a) the
principal and interest on all indebtedness of the District
incurred for solid waste purposes, (b) all costs, but not
less than $1,850,000 annually for constructing,
acquiring, improving, maintaining and operating solid
waste collection and disposal facilities for the Parish,
including the establishment and maintenance of an
equipment reserve fund into which there shall be
deposited $50,000 annually, and (c) the cost of
maintaining an emergency clean-up fund of at least
$100,000; and
2. Thereafter, the remainder of said revenues to be used
for the purpose of constructing, improving and
maintaining public roads and bridges in Acadia Parish;
and
Further, shall the District be authorized to fund the proceeds of the Tax into bonds to be issued in series from time to time, for any one or more of the aforesaid capital purposes, to the extent and in the manner permitted by the laws of Louisiana, including Sub-Part F, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended?”
WHEREAS, pursuant to the authority of an election held in the Issuer on November 2, 1982, initially authorizing the levy and collection of a 1% sales and use tax for solid waste collection and disposal purposes and the aforesaid election of April 16, 1988, which authorized the revenues derived from said tax to be re-dedicated and reallocated, the Police Jury of the Parish of Acadia, State of Louisiana, the governing authority (the “Governing Authority”) of the Issuer adopted ordinances on December 14, 1982 and May 10, 1988, providing for the levy and collection of said 1% sales and use tax (the “Tax”); and
WHEREAS, in accordance with the provisions of said ordinances, the net avails or proceeds of the Tax, after the reasonable and necessary expenses of the collection and administration thereof have been paid therefrom, is available for appropriation and expenditure by the Issuer for the purposes designated in the 1988 proposition, which includes the payment of bonds authorized to be issued in accordance with Louisiana law; and
WHEREAS, this Governing Authority desires to issue $5,000,000 Sales Tax Road Bonds, Series 2001 (the "Bonds"), for the purpose of paying the cost of constructing, reconstructing and improving public roads and bridges in Acadia Parish, and paying the costs of issuance of the Bonds, the Bonds to be secured by and payable first and primarily from an irrevocable pledge and dedication of that portion of the avails or proceeds of the Tax which remains after (a) the prior payment of the reasonable and necessary costs and expenses of collecting and administering the Tax, (b) paying the principal and interest on all indebtedness of the Issuer incurred for solid waste purposes, and (c) paying all costs, but not less than $1,850,000 annually for constructing, acquiring, improving, maintaining and operating solid waste collection and disposal facilities for Acadia Parish, including the establishment and maintenance of an equipment reserve fund into which there shall be deposited $50,000 annually, and (d) the cost of maintaining an emergency clean-up fund of at least $100,000 (such remaining Tax proceeds are hereinafter referred to as “Excess Revenues of the Tax”), and additionally secured by and payable from revenues derived from the imposition of rates and charges (required to be imposed by the Governing Authority of the Issuer under certain conditions hereinafter described in this Resolution) for solid waste collection and disposal services rendered by the Issuer; and
WHEREAS, other than the Bonds herein authorized, the Issuer, from and after the date of delivery thereof, will have outstanding no bonds or other obligations of any kind or nature payable from or enjoying a lien on the revenues of the aforesaid tax herein pledged, EXCEPT:
Four Million Five Hundred Fifty Thousand Dollars
($4,550,000) of Sales Tax Road Bonds, Series 1996,
dated November 1, 1996, maturing November 1, 2001 to
November 1, 2011, inclusive (the “Outstanding Parity
Bonds”) issued pursuant to a resolution adopted on
September 18, 1996, as supplemented on October 2,
1996 (the “Parity Bond Resolution”);
WHEREAS, the Issuer has determined that all the terms and conditions specified in the Parity Bond Resolution have been or will be complied with prior to the delivery of the Bonds, and it is the express desire and intention of the Issuer that the Bonds be issued on a complete parity with the Outstanding Parity Bonds; and
WHEREAS, the maturities on the hereinafter described Bonds have been arranged so that the total amount of principal and interest falling due in any year on the Bonds and the Outstanding Parity Bonds will never exceed 75% of the Excess Revenues of the Tax estimated to be received by the Issuer in the calendar year (2001), in which the Bonds are to be issued, and will provide a coverage of at least 1.35 times the highest annual debt service on the Bonds and the Outstanding Parity Bonds in any future calendar year; and
WHEREAS, it is now the desire of this Governing Authority to fix the details necessary with respect to the issuance of the Bonds, and to provide for the authorization and issuance thereof; and
NOW, THEREFORE, BE IT RESOLVED by the Police Jury of the Parish of Acadia, State of Louisiana, the governing authority of the Acadia Parish Sales Tax District, State of Louisiana, that:
SECTION 1. Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:
"Act" means Sub-Part F, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.
"Additional Parity Bonds" means any additional pari passu bonds which may hereafter be issued pursuant to Section 16 hereof on a parity with the Bonds and the Outstanding Parity Bonds.
"Agreement" means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Bond Resolution.
"Bond" or "Bonds" means the Sales Tax Road Bonds, Series 2001, of the Issuer issued by this Bond Resolution in the total aggregate principal amount of Five Million Dollars ($5,000,000), and any Bond of said issue, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued.
"Bond Register" means the registration books of the Paying Agent in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.
"Bond Resolution" means this resolution authorizing the issuance of the Bonds.
"Bond Year" means the one year period ending on November 1 of each year, the principal payment date for the Bonds.
"Business Day" means a day of the year on which banks located in the cities in which the principal corporate trust offices of the Paying Agent are located are not required or authorized to remain closed and on which the New York Stock Exchange is not closed.
"Code" means the Internal Revenue Code of 1986, as amended.
“Excess Revenues of the Tax” means that portion of the avails or proceeds of the Tax which remains after (i) the prior payment of the reasonable and necessary costs and expenses of collecting and administering the Tax, (ii) paying the principal and interest on all indebtedness of the Issuer incurred for solid waste purposes, and (iii) paying all costs, but not less than $1,850,000 annually for constructing, acquiring, improving, maintaining and operating solid waste collection and disposal facilities for the Parish, including the establishment and maintenance of an equipment reserve fund into which there shall be deposited $50,000 annually and (d) the cost of maintaining an emergency clean-up fund of at least $100,000.
"Executive Officers" means collectively the President and the Secretary-Treasurer of the Police Jury of the Parish of Acadia, State of Louisiana.
"Fiscal Year" means the one-year period commencing on January 1 of each year, or such other one-year period as may be designated by the Governing Authority as the fiscal year of the Issuer.
"Governing Authority" means the Police Jury of the Parish of Acadia, State of Louisiana.
"Government Securities" means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which are non-callable prior to the respective maturities of the Bonds and may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form.
"Interest Payment Date" means May 1 and November 1 of each year, commencing November 1, 2001.
"Issuer" means the Acadia Parish Sales Tax District, State of Louisiana.
"Outstanding" when used with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Bond Resolution, except:
(a) Bonds theretofore canceled by the Paying Agent or delivered to the
Paying Agent for cancellation;
(b) Bonds for whose payment or redemption sufficient funds have been
theretofore deposited with the Paying Agent in trust for the Owners
of such Bonds as provided in Section 21, provided that, if such Bonds
are to be redeemed, irrevocable notice of such redemption has been
duly given or provided for pursuant to this 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 this Bond Resolution; and
(d) Bonds alleged to have been mutilated, destroyed, lost or stolen which
have been paid as provided in this Bond Resolution.
“Outstanding Parity Bonds” means the Issuer’s Sales Tax Road Bonds, Series 1996, dated November 1, 1996, which are more fully described in the preambles hereto.
"Owner" or "Owners" when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.
“Parity Bond Resolution” means the resolution adopted by the Governing Authority on September 18, 1996, as supplemented on October 2, 1996, authorizing the issuance of the Outstanding Parity Bonds.
"Paying Agent" means Hancock Bank of Louisiana (Trust Division), in the City of Baton Rouge, Louisiana, until a successor Paying Agent shall have become such pursuant to the applicable provisions of this Bond Resolution, and thereafter Paying Agent shall mean such successor Paying Agent.
"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.
"Purchaser" means Morgan Keegan & Company, Inc., in the City of New Orleans, Louisiana.
"Record Date" for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding such interest payment date, whether or not such day is a Business Day.
"Reserve Fund Requirement" means, as of any date of calculation, a sum equal to the lesser of (i) 10% of the original principal proceeds of the Bonds and the Outstanding Parity Bonds and any issue of Additional Parity Bonds payable from the Excess Revenues of the Tax or (ii) the highest combined principal and interest requirements for any succeeding Bond Year on the Bonds and the Outstanding Parity Bonds and any Additional Parity Bonds payable from the Excess Revenues of the Tax.
"Sales Tax Ordinance" or "Tax Ordinance" means and includes the ordinances adopted by the Governing Authority on December 14, 1982 and May 10, 1988, providing for the levy and collection of the Tax.
“Solid Waste Revenues” means the revenues derived by the Governing Authority from the imposition of rates and charges for solid waste collection and disposal services rendered by the Issuer as is required under certain conditions more fully described in Section 9 of this Bond Resolution.
"Tax" means the one percent (1%) sales and use tax authorized at the election held within the corporate boundaries of the Issuer on April 16, 1988.
SECTION 2. Authorization of Bonds. In compliance with and under the authority of the Act, and other constitutional and statutory authority, and having been authorized at an election held within the corporate boundaries of the Issuer on April 16, 1988, there is hereby authorized the incurring of an indebtedness of Five Million Dollars ($5,000,000) for, on behalf of and in the name of the Issuer, for the purpose of paying the cost of constructing, reconstructing and improving public roads and bridges in Acadia Parish, and paying the costs of issuance of the Bonds, and to represent the said indebtedness, this Governing Authority does hereby authorize the issuance of Five Million Dollars ($5,000,000) of Sales Tax Road Bonds, Series 2001, of the Issuer. The Bonds shall be in fully registered form, shall be dated May 1, 2001, shall be in the denomination of Five Thousand Dollars ($5,000) each or any integral multiple thereof within a single maturity, shall be numbered consecutively from R-1 upward, shall bear interest from date thereof or the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing November 1, 2001, at the following rates of interest per annum, and shall become due and payable and mature serially on November 1 of each year as follows:
Date Principal Interest Date Principal Interest
(November 1) Payment Rate (November 1) Payment Rate
2001 $100,000 5.40% 2009 $320,000 4.40%
2002 215,000 5.40 2010 340,000 4.40
2003 225,000 5.40 2011 355,000 4.50
2004 240,000 5.40 2012 375,000 4.55
2005 255,000 5.40 2013 395,000 4.70
2006 270,000 5.40 2014 415,000 4.80
2007 290,000 5.40 2015 440,000 4.90
2008 305,000 5.40 2016 460,000 4.90
The principal of the Bonds, upon maturity, shall be payable at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds will be payable by check mailed by the Paying Agent to the Owner (determined as of the Record Date) at the address shown on the Bond Register. Each Bond delivered under this Bond Resolution upon transfer or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond shall bear interest (as herein set forth) so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. No Bond shall be entitled to any right or benefit under this Bond Resolution, or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of registration, substantially in the form provided in this Bond Resolution, executed by the Paying Agent by manual signature.
SECTION 3. Redemption of Bonds. Those Bonds maturing November 1, 2009 and thereafter, will be callable for redemption by the Issuer in full at any time on or after November 1, 2008 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 November 1, 2008 at the principal amount thereof and accrued interest to the date fixed for redemption, plus a premium expressed as a percentage of the principal amount of each Bond redeemed as follows:
Period During Which Redeemed Redemption
(Both Dates Inclusive) Premium
November 1, 2008 to October 31, 2012 1%
November 1, 2012 and thereafter 1/2%
In the event a Bond is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Official notice of such call of any of the Bonds for redemption will be given by 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 bond to be redeemed at his address as shown on the registration books of the Paying Agent.
SECTION 4. Registration, Transfer and Exchange of Bonds. The Issuer shall cause the Bond Register to be kept at the principal office of the Paying Agent. The Bonds may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bonds or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bonds after receipt of the Bonds to be transferred in proper form. Such new Bond or Bonds shall be in the denomination of $5,000 for any one maturity, or any integral multiple thereof within a single maturity. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange (i) any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date, or (ii) any Bond called for redemption prior to maturity, during a period beginning at the opening of business fifteen (15) days before the date of the mailing of a notice of redemption of such Bond and ending on the date of such redemption.
SECTION 5. Form of Bonds. The Bonds and the endorsements to appear thereon shall be in substantially the following forms, respectively, to-wit:
(FORM OF FACE OF BOND)
No. R-_____ Principal Amount $_________
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF ACADIA
SALES TAX ROAD BOND, SERIES 2001
ACADIA PARISH SALES TAX DISTRICT, STATE OF LOUISIANA
Bond Maturity Interest CUSIP
Date Date Rate Number
May 1, 2001 November 1, ____ _____% _______
The ACADIA PARISH SALES TAX DISTRICT, STATE OF LOUISIANA (the "Issuer"), promises to pay to
or registered assigns, on the Maturity Date set forth above, but solely from the revenues hereinafter described, the Principal Amount set forth above, together with interest thereon from the Bond Date set forth above or the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on May 1 and November 1 of each year, commencing November 1, 2001 (each an "Interest Payment Date"), at the Interest Rate per annum set forth above until said Principal Amount is paid, unless this Bond shall have been previously called for redemption and payment shall have been made or duly provided for. The principal of this Bond, upon maturity or earlier redemption, is payable in lawful money of the United States of America at the principal corporate trust office of Hancock Bank of Louisiana (Trust Division), in the City of Baton Rouge, Louisiana, or successor thereto (the "Paying Agent"), upon presentation and surrender hereof. Interest on this Bond is payable by check mailed by the Paying Agent to the registered owner (determined as of the 15th calendar day of the month next preceding each Interest Payment Date) at the address as shown on the registration books of the Paying Agent.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Registration hereon shall have been signed by the Paying Agent.
It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond and the issue of which it forms a part necessary to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Bond and the issue of which it forms a part, does not exceed any limitation prescribed by the Constitution and statutes of the State of Louisiana, and that said Bonds shall not be invalid for any irregularity or defect in the proceedings providing for the issuance and sale thereof and shall be incontestable in the hands of bona fide purchasers or owners for value thereof.
IN WITNESS WHEREOF, the Police Jury of the Parish of Acadia, State of Louisiana, acting as the governing authority (the “Governing Authority”) of the Issuer, has caused this Bond to be executed in the name of the Issuer by the facsimile signatures of its President and its Secretary-Treasurer and the corporate seal of the Issuer to be imprinted hereon.
ACADIA PARISH SALES TAX DISTRICT,
STATE OF LOUISIANA
(facsimile) (facsimile)
Secretary-Treasurer President
Acadia Parish Police Jury Acadia Parish Police Jury
(SEAL)
(FORM OF REVERSE OF BOND)
This Bond is one of an authorized issue aggregating in principal the sum of Five Million Dollars ($5,000,000) (the "Bonds"), all of like tenor and effect except as to number, denomination, interest rate and maturity, said Bonds having been issued by the Issuer pursuant to a resolution adopted by the Governing Authority of the Issuer on March 28, 2001 (the "Bond Resolution"), for the purpose of paying the cost of constructing, reconstructing and improving public roads and bridges in Acadia Parish, and paying the costs of issuance of the Bonds, under the authority conferred by Sub-Part F, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, pursuant to all requirements therein specified, including the authorization of a majority of the qualified voters voting at an election held in the Issuer on April 16, 1988, the result of which election has been duly promulgated in accordance with law.
This Bond and the issue of which it forms a part are issued on a complete parity with the outstanding Four Million Five Hundred Fifty Thousand Dollars ($4,550,000) of Sales Tax Road Bonds, Series 1996, dated November 1, 1996, issued pursuant to a resolution adopted by the Governing Authority of the Issuer on September 18, 1996 (the "Outstanding Parity Bonds"). It is certified that the Issuer, in issuing this Bond and the issue of which it forms a part, has complied with all the terms and conditions set forth in said resolution of September 18, 1996.
Those Bonds maturing November 1, 2009 and thereafter, will be callable for redemption by the Issuer in full at any time on or after November 1, 2008 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 November 1, 2008 at the principal amount thereof and accrued interest to the date fixed for redemption, plus a premium expressed as a percentage of the principal amount of each Bond redeemed as follows:
Period During Which Redeemed Redemption
(Both Dates Inclusive) Premium
November 1, 2008 to October 31, 2012 1%
November 1, 2012 and thereafter 1/2%
In the event a Bond is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Official notice of such call of any of the Bonds for redemption will be given by 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 Bond to be redeemed at his address as shown on the registration books of the Paying Agent.
The Bonds may be transferred, registered and assigned only on the registration books of the Paying Agent, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bonds or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for such transferred and assigned Bonds after receipt of the Bonds to be transferred in proper form. Such new Bond or Bonds shall be in the denomination of $5,000 for any one maturity, or any integral multiple thereof within a single maturity. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange (i) any Bond during a period beginning at the opening of business on the 15th calendar day of the month preceding an Interest Payment Date and ending at the close of business on the Interest Payment Date, or (ii) any Bond called for redemption prior to maturity, during a period beginning at the opening of business fifteen (15) days before the date of the mailing of a notice of redemption of such Bond and ending on the date of such redemption.
This Bond and the issue of which it forms a part, equally with the Outstanding Parity Bonds, are secured by and payable as to principal and interest first and primarily from an irrevocable pledge and dedication of that portion of the avails or proceeds of the special one percent (1%) sales and use tax now being levied and collected by the Issuer under the authority of Article VI, Section 29 of the Louisiana Constitution of 1974, and pursuant to an election held on April 16, 1988 (the “Tax”), which remains after the (a) the prior payment of the reasonable and necessary costs and expenses of collecting and administering the Tax, (b) paying the principal and interest on all indebtedness of the Issuer incurred for solid waste purposes, and (c) paying all costs, but not less than $1,850,000 annually for constructing, acquiring, improving, maintaining and operating solid waste collection and disposal facilities for Acadia Parish, including the establishment and maintenance of an equipment reserve fund into which there shall be deposited $50,000 annually, and (d) the cost of maintaining an emergency clean-up fund of at least $100,000 (such remaining Tax proceeds are hereinafter referred to as “Excess Revenues of the Tax”), and additionally secured by and payable from revenues derived from the imposition of rates and charges (required to be imposed by the Governing Authority of the Issuer under certain conditions described in the Bond Resolution) for solid waste collection and disposal services rendered by the Issuer. This Bond does not constitute an indebtedness or pledge of the general credit of the Issuer within the meaning of any constitutional or statutory provisions relating to the incurring of indebtedness.
The Governing Authority of the Issuer has covenanted and agreed to continue to levy the Tax and not to discontinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which this Bond and the issue of which it forms a part have been issued, nor in any way, except as provided in the Bond Resolution, make any change which would diminish the amount of the Excess Revenues of the Tax pledged to the payment of the Bonds, until all of the Bonds and the Outstanding Parity Bonds have been paid in principal and interest and has further covenanted, in and by the Bond Resolution, that in the event the Excess Revenues of the Tax for any fiscal year reach a point that the Excess Revenues of the Tax for such fiscal year are less than 1.25 times the maximum annual debt service requirements on the Bonds, the Outstanding Parity Bonds and on any pari passu additional bonds, then in such event, the Issuer shall fix, establish and impose for the ensuing fiscal year, adequate rates and charges for solid waste collection and disposal services rendered by the Issuer that will provide sufficient funds (when combined with the Excess Revenues of the Tax in the last completed fiscal year) to maintain a debt service coverage on the Bonds, the Outstanding Parity Bonds and any additional parity bonds, at least equal to 1.25 times the maximum annual debt service requirements on the Bonds, the Outstanding Parity Bonds and any additional parity bonds in any future fiscal year. For a complete statement of the revenues from which and conditions under which this Bond is issued, and provisions permitting the issuance of pari passu additional bonds under certain conditions, reference is hereby made to the Bond Resolution.
This Bond and the issue of which it forms a part have been duly registered with the Secretary of State of Louisiana as provided by law.
* * * * * *
(FORM OF SECRETARY OF STATE ENDORSEMENT -
TO BE PRINTED ON ALL BONDS)
OFFICE OF SECRETARY OF STATE
STATE OF LOUISIANA
BATON ROUGE
Incontestable. Secured by a pledge and dedication of
proceeds of a sales and use tax in the Acadia Parish Sales
Tax District, State of Louisiana. Registered this day
of _________________, 2001.
______________________________
Secretary of State
* * * * * *
(FORM OF PAYING AGENT'S CERTIFICATE OF REGISTRATION -
TO BE PRINTED ON ALL BONDS)
This Bond is one of the Bonds referred to in the within mentioned Bond Resolution.
HANCOCK BANK OF LOUISIANA
(Trust Division)
Baton Rouge, Louisiana,
as Paying Agent
Date of
Registration: ____________________ By:
Authorized Officer
* * * * * *
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please Insert Social Security
or other Identifying Number of Assignee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________________________________________
______________________________________________ attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon the face of the within Bond in
every particular, without alteration or
enlargement or any change whatever.
(FORM OF LEGAL OPINION CERTIFICATE -
TO BE PRINTED ON ALL BONDS)
I, the undersigned Secretary-Treasurer of the Police Jury of the Parish of Acadia, State of Louisiana, the governing authority of the Issuer, do hereby certify that the following is a true copy of the complete legal opinion of Foley & Judell, L. L. P., the original of which was manually executed, dated and issued as of the date of payment for and delivery of the original bonds of the issue described therein and was delivered to Morgan Keegan & Company, Inc., in the City of New Orleans, Louisiana, the original purchaser thereof:
(Bond Printer Shall Insert Legal Opinion)
I further certify that an executed copy of the above legal opinion is on file in my office, and that an executed copy thereof has been furnished to the Paying Agent for this Bond.
(facsimile)
Secretary-Treasurer
* * * * * *
SECTION 6. Execution of Bonds. The Bonds shall be signed by the Executive Officers for, on behalf of, and in the name of the Issuer and under the corporate seal of the Issuer, and the Legal Opinion Certificate shall be signed by the Secretary-Treasurer of the Governing Authority, which signatures and seal may be either manual or facsimile.
SECTION 7. Registration of Bonds by Secretary of State. The Bonds shall be registered with the Secretary of State of Louisiana as provided by law and shall bear the endorsement of the Secretary of State of Louisiana in substantially the form set forth herein, provided such endorsement shall be manually signed only on the Bonds initially delivered to the Purchaser; any Bonds subsequently exchanged therefor as permitted in this Bond Resolution may bear the facsimile signature of said Secretary of State.
SECTION 8. Recital of Regularity. This Governing Authority, having investigated the regularity of the proceedings had in connection with this issue of Bonds, and having determined the same to be regular, the Bonds shall contain the following recital, to-wit:
"It is certified that this Bond is authorized by and is issued
in conformity with the requirements of the Constitution
and statutes of this State."
SECTION 9. Pledge of Tax Revenues. The Bonds, equally with the Outstanding Parity Bonds, shall be secured by and payable in principal and interest and redemption premium, if any, first and primarily from an irrevocable pledge and dedication of the Excess Revenues of the Tax, and shall be additionally secured by and payable from revenues derived from the imposition of rates and charges required to be imposed by the Governing Authority of the Issuer under certain conditions described in the second paragraph of this Section.
In addition to the pledge and dedication of the Excess Revenues of the Tax made in the foregoing paragraph for the security and payment of the Bonds, the Governing Authority of the Issuer further covenants that in the event the Excess Revenues of the Tax for any fiscal year reach a point that the Excess Revenues of the Tax for such fiscal year are less than 1.25 times the maximum annual debt service requirements on the Bonds, the Outstanding Parity Bonds and any Additional Parity Bonds, then in such event, the Governing Authority of the Issuer shall, under the authority conferred by Section 4169.1, Title 33, of the La. Revised Statutes of 1950, as amended (R. S. 33:4169.1), fix, establish and impose for the ensuing fiscal year, adequate rates and charges for solid waste collection and disposal services (“Solid Waste Revenues”) rendered by the Issuer that will provide sufficient funds (when combined with the Excess Revenues of the Tax in the last completed fiscal year) to maintain a debt service coverage on the Bonds, the Outstanding Parity Bonds and any Additional Parity Bonds, at least equal to 1.25 times the maximum annual debt service requirements on the Bonds, the Outstanding Parity Bonds and any Additional Parity Bonds in any future fiscal year.
Said Excess Revenues of the Tax and Solid Waste Revenues are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for the payment of the Bonds and the Outstanding Parity Bonds in principal and interest as they shall respectively become due and payable, and for the other purposes hereinafter set forth in this Bond Resolution. All of the Excess Revenues of the Tax and any Solid Waste Revenues received by the Governing Authority of the Issuer shall be set aside in a separate fund, as hereinafter provided, and shall be and remain pledged for the security and payment of the Bonds and the Outstanding Parity Bonds in principal and interest and for all other payments provided for in this Bond Resolution until the Bonds and the Outstanding Parity Bonds shall have been fully paid and discharged.
SECTION 10. Parity with Outstanding Bonds. The Bonds shall be and are hereby issued on a parity with the Outstanding Parity Bonds, and the Bonds shall rank equally with and shall enjoy complete parity of lien with the Outstanding Parity Bonds on all of the Excess Revenues of the Tax, the Solid Waste Revenues, or other funds specially applicable to the payment of the Outstanding Parity Bonds, including funds established by the Parity Bond Resolution.
This Governing Authority does hereby find, determine and declare that the Issuer has complied, or will comply prior to the delivery of the Bonds with all the terms and conditions set forth in the Parity Bond Resolution with respect to authorizing the issuance of the Bonds on a parity with the Outstanding Parity Bonds.
SECTION 11. Flow of Funds. The Issuer, through its Governing Authority, by proper resolutions and/or ordinances, hereby obligates itself to continue to levy and collect the Tax until all of the Bonds and the Outstanding Parity Bonds have been retired as to principal, interest and redemption premium, if any, and further obligates itself not to discontinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which the Bonds and the Outstanding Parity Bonds have been issued, nor in any way make any change which would diminish the amount of the Excess Revenues of the Tax to be received by the Issuer until all of the Bonds and the Outstanding Parity Bonds have been paid as to both principal and interest and redemption premium, if any. In order that the principal of and the interest on the Bonds and the Outstanding Parity Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows:
That all of the Excess Revenues of the Tax and the Solid Waste Revenues shall continue to be deposited from time to time as the same may be collected in a separate and special bank account established and maintained with the regularly designated fiscal agent bank of the Issuer and designated as the “Acadia Parish Sales Tax District, State of Louisiana, Sales Tax Road Fund - 1996" (hereafter called the “Sales Tax Road Fund”). The Sales Tax Road Fund shall constitute a dedicated fund of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the purposes designated in the proposition authorizing the levy of the Tax, including the payment of the Bonds and the Outstanding Parity Bonds.
The Sales Tax Fund shall be administered and used in the following order of priority and for the following express purposes:
(i) The maintenance of the Sales Tax Road Bond Sinking Fund - 1996 (the
"Road Sinking Fund"), heretofore established pursuant to the Parity
Bond Resolution, sufficient in amount to pay promptly and fully the
principal of and interest on the Bonds, the Outstanding Parity Bonds
and any Additional Parity Bonds issued hereafter in the manner
provided by this Bond Resolution, as they severally become due and
payable, by transferring from the Sales Tax Road Fund to the regularly
designated fiscal agent of the Issuer, in advance or before the 20th
day of each month of each year, during the period May, 2001 through
October, 2001, the sum of $81,280 per month and thereafter,
beginning November, 2001, a sum equal to one-sixth (1/6) of the
interest due on the next Interest Payment Date and a sum equal to
one-twelfth (1/12) of the principal falling due on the next principal
payment date on all bonds payable from the Road Sinking Fund,
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 Road Sinking Fund to the
paying agent bank or banks for all bonds payable from the Road
Sinking Fund, at least three (3) days in advance of the date on which
payment of principal or interest falls due, funds fully sufficient to pay
promptly the principal and interest so falling due on such date.
(ii) The maintenance of the Sales Tax Road Bond Reserve Fund - 1996
(the “Road Reserve Fund”), heretofore established pursuant to the
Parity Bond Resolution, by transferring into the Road Reserve Fund,
immediately upon delivery of the Bonds from the Sales Tax Road Fund
the sum of $494,348, which, together with the moneys then on
deposit in the Road Reserve Fund, will equal the Reserve Fund
Requirement, the money in the Road Reserve Fund to be retained
solely for the purpose of paying the principal of and the interest on all
bonds payable from the aforesaid Road Sinking Fund as to which there
would otherwise be default. In the event that Additional Parity Bonds
are issued hereafter in the manner provided by this Bond Resolution,
there shall be transferred from the proceeds of such additional bonds
and/or from the said Sales Tax Road Fund into the Road Reserve Fund
monthly or annually, such amounts (as may be designated in the
resolution authorizing the issuance of such Additional Parity Bonds) as
will increase the total amount on deposit in the Road Reserve Fund
within a period not exceeding five (5) years to a sum equal to the
Reserve Fund Requirement for all outstanding bonds payable from the
Road Sinking Fund and any such Additional Parity Bonds.
If at any time it shall be necessary to use moneys in the Road
Reserve Fund for the purpose of paying principal or interest on bonds
payable from the Road Sinking Fund as to which there would
otherwise be default, then the moneys so used shall be replaced from
the revenues first thereafter received from the Excess Revenues of
the Tax not hereinabove required to pay the expenses of collecting
the Tax or to pay current principal and interest requirements, it being
the intention hereof that there shall as nearly as possible be at all
times in the Road Reserve Fund an amount equal to the Road Reserve
Fund Requirement.
All or any part of the moneys in the Sales Tax Road Fund, the Road
Sinking Fund or the Road Reserve Fund shall at the written request of
the Governing Authority of the Issuer be invested in the manner
provided by Louisiana law in obligations maturing in five (5) years or
less, in which event all income derived from such investments shall be
added to the Sales Tax Road Fund, with the exception that any
interest earnings from invested funds of the Road Reserve Fund shall
be retained therein until an amount equal to the Reserve Fund
Requirement is on deposit therein, and such investments shall, to the
extent at any time necessary, be liquidated and the proceeds thereof
applied to the purposes for which the respective funds have been
created.
All moneys remaining in the Sales Tax Road Fund on the 20th day of
each month after making the required payments into the Road Sinking
Fund and the Road Reserve Fund for the current month and for prior
months during which the required payments may not have been made,
shall be considered as surplus. Such surplus may be used by the
Issuer for any of the purposes for which the Tax is authorized or for
the purpose of retiring the Bonds and the Outstanding Parity Bonds in
advance of their maturities, either by purchase of any of such bonds
then outstanding at prices not greater than the then redemption
prices of said bonds, or by redeeming such bonds at the prices and in
the manner hereinbefore set forth in this Bond Resolution or in the
Parity Bond Resolution.
SECTION 12. Issuer Obligated to Continue to Collect Tax. The Issuer does hereby obligate itself and is bound under the terms and provisions of law to cause to be levied, imposed, enforced and collected the Tax, and to provide for all reasonable and necessary rules, regulations, procedures and penalties in connection therewith, including the proper application of the Excess Revenues of the Tax, until all of the Bonds and the Outstanding Parity Bonds have been retired as to both principal and interest. Nothing herein contained shall be construed to prevent the Issuer from altering, amending or repealing from time to time as may be necessary the Sales Tax Ordinance or any subsequent ordinance or resolution providing with respect to the Tax, said alterations, amendments or repeals to be conditioned upon the continued preservation of the rights of the Owners of the Bonds and the owners of the Outstanding Parity Bonds with respect to the Excess Revenues of the Tax. The Sales Tax Ordinance and the obligation to continue to levy, collect and allocate the Tax and to apply the Excess Revenues of the Tax in accordance with the provisions of this Bond Resolution, shall be irrevocable until the Bonds have been paid in full as to both principal and interest, and shall not be subject to amendment, alteration or repeal in any manner which would impair the rights of the Owners from time to time of the Bonds, the owners of the Outstanding Parity Bonds, or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. More specifically, neither the Legislature of Louisiana nor the Issuer may discontinue or decrease the Tax or permit to be discontinued or decreased the Tax in anticipation of the collection of which the Bonds and the Outstanding Parity Bonds have been issued, or in any way make any change which would diminish the amount of the Excess Revenues of the Tax pledged to the payment of the Bonds and the Outstanding Parity Bonds and received by the Issuer, until all of such Bonds and the Outstanding Parity Bonds shall have been retired as to both principal and interest.
SECTION 13. Covenants of the Issuer. In providing for the issuance of the Bonds, the Issuer does hereby covenant that it has a legal right to levy and collect the Tax, to issue the Bonds and to pledge the Excess Revenues of the Tax and the Solid Waste Revenues as herein provided.
SECTION 14. Bond Resolution a Contract. The provisions of this Bond Resolution shall constitute a contract between the Issuer and the Owner or Owners from time to time of the Bonds, and any Owner of any of the Bonds may either at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by the Governing Authority as a result of issuing the Bonds, and may similarly enforce the provisions of the Sales Tax Ordinances and this Bond Resolution.
SECTION 15. Records and Accounts Relating to Tax. So long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of the Excess Revenues of the Tax and the Solid Waste Revenues, including specifically but without limitation, all reasonable and necessary costs and expenses of collection.
Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of such books and accounts to be made by the Legislative Auditor of the State of Louisiana (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Sales Tax Road Fund. Such audit shall be available for inspection upon request by the Owners of any of the Bonds. The Issuer further agrees that the Paying Agent and the Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the Issuer relating to the Tax.
SECTION 16. Issuance of Refunding and Additional Parity Bonds. The Bonds shall enjoy complete parity of lien on the Excess Revenues of the Tax despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The Issuer shall issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the Excess Revenues of the Tax having priority over or parity with the Bonds and the Outstanding Parity Bonds, except that bonds may hereafter be issued on a parity with the Bonds and the Outstanding Parity Bonds under the following conditions:
(a) The Bonds, or any part thereof, including interest thereon and
redemption premiums thereon, may be refunded and the refunding
bonds so issued shall enjoy complete equality of lien with the portion
of the Bonds which is not refunded, if there be any, and the refunding
bonds shall continue to enjoy whatever priority of lien over
subsequent issues which may have been enjoyed by the Bonds
refunded; provided, however, that if only a portion of the Bonds
outstanding is so refunded and the refunding bonds require total
principal and interest payments during any Bond Year in excess of the
principal and interest which would have been required in such Bond
Year to pay the Bonds refunded thereby, then such Bonds may not be
refunded without consent of the Owners of the unrefunded portion of
the Bonds and the owners of the Outstanding Parity Bonds (provided
such consent shall not be required if such refunding bonds meet the
requirements set forth in clause (b) below of this Section 16).
(b) Additional Parity Bonds may also be issued on a parity with the Bonds
and the Outstanding Parity Bonds if all of the following conditions are
met:
(i) The average annual Excess Revenues of the Tax when computed for
the two (2) completed calendar years immediately preceding the
issuance of the Additional Parity Bonds must have been not less than
1.35 times the highest combined principal and interest requirements for
any succeeding period on all bonds then outstanding, and payable
from the Road Sinking Fund, including any Additional Parity Bonds
theretofore issued and then outstanding and any other bonds or other
obligations whatsoever then outstanding which are payable from the
Excess Revenues of the Tax (but not including bonds which have been
refunded or provision otherwise made for their full and complete
payment and redemption) and the bonds so proposed to be issued.
(ii) The payments to be made into the various funds provided for in
Section 11 hereof must be current.
(iii) The existence of the facts required by paragraphs (i) and (ii) above
must be determined and certified to by a firm of certified or
registered public accountants who have previously audited the books
of the Issuer or by such successors thereof as may have been
employed for that purpose.
(iv) The Additional Parity Bonds must be payable as to principal on
November 1st of each year in which principal falls due beginning not
later than three (3) years from the date of issuance of said
Additional Parity Bonds and payable as to interest on May 1st and
November 1st of each year.
SECTION 17. Protection of the Excess Revenues of the Tax. So long as any of the Bonds are outstanding and unpaid, the Issuer shall require all of its officers and employees who may be in a position of authority or in possession of money derived from the collection of the Tax, including Excess Revenues of the Tax, and the Solid Waste Revenues, to obtain or be covered by a blanket fidelity or faithful performance bond, or independent fidelity bonds written by a responsible indemnity company in amounts adequate to protect the Issuer from loss.
The Sales Tax Road Fund, the Road Sinking Fund and the Road Reserve Fund provided for in Section 11 hereof shall all be and constitute trust funds for the purposes provided in this Bond Resolution; and the Owners of the Bonds, the owners of the Outstanding Parity Bonds, and the owners of any Additional Parity Bonds hereafter issued shall be and the same are hereby granted a first and paramount lien on all such funds until applied in the manner provided herein. The moneys in such funds shall at all times be secured to the full extent thereof by the bank or trust company holding such funds by direct obligations of the United States of America, the State of Louisiana, or any other political subdivision of the State located in the Issuer, having a market value of not less than the amount of money then on deposit in said funds.
SECTION 18. Amendments to Bond Resolution. No material modification or amendment of this Bond Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two-thirds (2/3) of the aggregate principal amount of the Bonds then outstanding; provided, however, that no such modification or amendment shall permit a change in the maturity of the Bonds or the redemption provisions thereof, or a reduction in the rate of interest thereon, or the promise of the Issuer to pay the principal of and the interest on the Bonds as the same shall come due from the Excess Revenues of the Tax or the Solid Waste Revenues, or reduce the percentage of owners required to consent to any material modification or amendment of this Bond Resolution, without the consent of the Owner or Owners of the Bonds.
SECTION 19. Mutilated, Destroyed, Lost or Stolen Bonds. If (a) any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (b) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Bond Resolution equally and ratably with all other outstanding Bonds. The procedures set forth in the Agreement authorized in this Bond Resolution shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds.
SECTION 20. Discharge of Bond Resolution. If the Issuer shall pay or cause to be paid, or there shall be paid to the Owners, the principal of and interest on the Bonds, at the times and in the manner stipulated in this Bond Resolution, then the pledge of the Excess Revenues of the Tax and the Solid Waste Revenues, or any other money, securities, and funds pledged under this Bond Resolution and all covenants, agreements, and other obligations of the Issuer to the Owners of Bonds shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Bond Resolution to the Issuer.
SECTION 21. Defeasance. Bonds or interest installments for the payment or redemption 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 redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section, if they have been defeased pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, or any successor provisions thereto.
SECTION 22. Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Bonds. The designation of the initial Paying Agent in this Bond Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution or resolution giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.
SECTION 23. Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.
SECTION 24. Notices to Owners. Wherever this Bond Resolution provides for notice to Owners of Bonds of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Owner of such Bonds, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners of Bonds is given by mail, neither the failure to mail such notice to any particular Owner of Bonds, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Bond Resolution provides for notice in any manner, such notice may be waived in writing by the Owner entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 25. Cancellation of Bonds. All Bonds surrendered for payment, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent. All canceled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
SECTION 26. Preparation of Bonds; Deposit of Bond Proceeds. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Bond Resolution, to cause the necessary Bonds to be printed or lithographed, to issue, execute, seal and deliver the Bonds, to effect the delivery of the Bonds in accordance with the sale thereof, to collect the purchase price therefor, and to deposit the funds derived from the sale of the Bonds (except accrued interest, which shall be deposited in the Road Sinking Fund) in a special construction account with the regularly designated fiscal agent bank of the Issuer. The proceeds derived from the sale of the Bonds shall constitute a trust fund to be used exclusively for the purposes for which the Bonds are herein authorized to be issued, but the Purchaser of the Bonds shall not be obliged to see to the application thereof.
SECTION 27. Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Code in order to establish, maintain and preserve the exclusion from "gross income" of interest on the Bonds under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Bonds to be "arbitrage bonds" or would result in the inclusion of the interest on any of the Bonds in gross income under the Code, including, without limitation, (a) the failure to comply with the limitation on investment of Bond proceeds or (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". 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 28. Designation as "Qualified Tax-Exempt Obligations. The Bonds are designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and determines that:
(a) the Bonds are not "private activity bonds" within the meaning of the
Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations
which will be issued by the Issuer and all subordinate entities in
calendar year 2001 does not exceed $10,000,000.
SECTION 29. Continuing Disclosure. The Executive Officers are hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix H of the official statement issued in connection with the sale and issuance of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).
SECTION 30. Publication; Peremption. A copy of this Bond Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer. If the validity of the issuance of the Bonds is not raised within thirty (30) days from the date of such publication, the Bonds shall be incontestable in the hands of bona fide purchasers thereof for value and no court shall have authority to inquire into the legality thereof.
SECTION 31. Recordation. A certified copy of this Bond Resolution shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of Acadia, State of Louisiana.
SECTION 32. Severability. In case any one or more of the provisions of this 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 this Bond Resolution or of the Bonds, but this 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 this Bond Resolution which validates or makes legal any provision of this Bond Resolution and/or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Bond Resolution and to the Bonds.
SECTION 33. Official Statement. The Issuer hereby approves the form and content of the Preliminary Official Statement dated March 28, 2001, pertaining to the Bonds, which has been submitted to the Issuer, and hereby ratifies its prior use by the Purchaser in connection with the sale of the Bonds. The Issuer further approves the form and content of the final Official Statement and hereby authorizes and directs the execution by the Executive Officers and delivery of such final Official Statement to the Purchaser for use in connection with the public offering of the Bonds.
SECTION 34. Declaration of Intent. Prior to the delivery of the Bonds (hereinabove approved in an amount not to exceed $5,000,000), the Issuer anticipates that it may pay a portion of the costs of the project, not to exceed $2,000,000, from other available funds. The project includes specifically constructing, reconstructing and improving public roads and bridges in Acadia Parish, and paying the costs of issuance of the Bonds. Upon the issuance of the Bonds, the Issuer reasonably expects to reimburse any such expenditures of other available funds from a portion of the proceeds of the Bonds. Any such allocation of proceeds of the Bonds for reimbursement will be with respect to capital expenditures (as defined in Reg. 1.150-1(b)) and will be made upon the delivery of the Bonds and not later than one year after the later of (i) the date such expenditure was paid or (ii) the date on which the project was placed in service. This Section is intended to be a declaration of official intent within the meaning of Reg. 1.150-2.
SECTION 35. Effective Date. This Bond Resolution shall become effective immediately.
SECTION 36. 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.
This 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., Cecelia S. Broussard, Jimmie Pellerin, John W. Beard
and Pat Daigle.
NAYS: None.
ABSENT: None.
And the resolution was declared adopted on this, the 28th day of March, 2001.
/s/ Katry Martin /s/ Claude J. Courville
KATRY MARTIN CLAUDE J. COURVILLE
SECRETARY-TREASURER PRESIDENT
A motion was offered by Mr. Pat Daigle, seconded by Mrs. Cecelia Broussard, to approve the Building & Grounds Committee recommendation to authorize Committee Chairman, Legal Counsel and Secretary to meet and discuss the option to purchase property adjacent to the Parish Maintenance Barn on Roller Road, Crowley, and further authorize an appraisal of said property to determine its fair market value. Motion carried.
THERE BEING NO FURTHER BUSINESS TO COME BEFORE THE MEETING, THE MOTION WAS OFFERED AND DULY SECONDED, THAT THE MEETING ADJOURN UNTIL THE NEXT REGULARLY SCHEDULED MEETING OF APRIL 3, 2001, AT THE HOUR OF 6:30 P.M.
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