OFFICIAL PROCEEDINGS
OF THE

RAPIDES PARISH SCHOOL BOARD

 

Alexandria, Louisiana

January 9, 2018

 

                        The Rapides Parish School Board of Rapides Parish, Louisiana, met in regular public session at 5:00 o’clock p.m. on Tuesday, January 9, 2018 at the regular meeting place of said board in the Rapides Parish School Board Office, 619 Sixth and Beauregard Streets, in Alexandria, Louisiana.

                        President W. K. Breazeale called the meeting to order and on roll call the following members were present:                                    

                                                            Keith Breazeale, President
                                                            Gerald Crooks, Vice President

                                                            John Allen, Member   

                                                            Wilton Barrios, Member                                             

                                                            Steve Berry, Member                                                  
                                                            Stephen Chapman, Member                                       

                                                            Sandra Franklin, Member  

                                                            Willard McCall, Member

                                                            Darrell Rodriguez, Member                                                    

                       
 Mr. Nason Authement, Secretary for the Board, was present for the meeting.

____________________

 

Attorney James Downs was present for the meeting.

____________________

                                                                                               
The Colors were presented by the Pineville High School JROTC. The Invocation was pronounced by Father Craig Scott of St. Rita Catholic Church of Pineville after which Mr. Steve Berry led in the recitation of the Pledge of Allegiance.

 

(COPY OF OFFICIAL CALL MAILED TO EACH MEMBER OF THE RAPIDES PARISH SCHOOL BOARD AND POSTED IN A CONSPICUOUS PLACE AT THE MEETING PLACE OF SAID BOARD ON DECEMBER 20, 2017)

Alexandria, Louisiana

   December 20, 2017

Dear Sir/Madam:

                                                       

I, W. K. Breazeale, do hereby give notice that the Rapides Parish School Board will meet in regular public session at its domicile at 619 Sixth and Beauregard Streets in the City of Alexandria, Louisiana, at 5:00 p.m. on        

 

TUESDAY, JANUARY 9, 2018

 

For the purpose of considering, acting upon, deciding, and if deemed advisable, submitting the following propositions, to wit:

 

1.      Call to order                                             

2.      Invocation, Pledge

3.      Roll Call

4.      Motion to elect Board President for a one-year term, beginning January 9, 2018 - Mr. Nason Authement

 

5.      Motion to elect Board Vice-President for a one-year term, beginning January 9, 2018 - Mr. Nason Authement

6.       Motion to elect members of the Executive Committee for 2018 – Mr. Nason Authement

7.      Motion to approve the President’s recommendation for Personnel, Education, and Finance Committees for 2018 – Mr. Nason Authement

8.      Recognize:
 
a.  the Board’s student guest from Pineville High School – Mr. Steve Berry

b.  W. O. Hall Elementary School for the bulletin board display in the lobby of the School Board Office for the month of January 2018 – Mr. Clyde Washington

c.  Scott M. Brame Middle School BETA Club for being named a School of Distinction for 2017-2018 school year – Mr. Nason Authement


9.   Consent Agenda:  Motion to adopt in globo the items listed on the consent agenda (the consent agenda is established by the Board’s Executive Committee and any board member may request that any consent agenda item be considered separately - whether considered in globo or separately, board member and public comment shall be permitted on any item listed on the consent agenda; see page 4)     

               10.     Motion to approve a Professional Services Contract with Achieve3000 for professional development services ($13,200.00) and implementation resources for teachers and students ($600.00) for the period of December 15, 2017 through June 30, 2018 and authorize the Board President to sign any and all documentation in connection therewith - Mrs. Kim Bennett
Pages 1-3                     Source of funding Title II                       Amount $13,800.00

 

               11.    Motion for approval to purchase Rosetta Stone Foundations for K-12 (Silver), a fixed term license for online access to language lessons, solo activities and stories in one of all commercially available languages and all available levels for use on Windows and Mac Computers, including administrator tools and access to all product specific mobile applications for IOS or select Android devices - Mr. Bill Higgins

                        Pages 4-5                       Source of funding Title III - ESL           Amount $11,900.00

 

               12.    Motion to Renew Inter-Agency Agreement with Lifeshare Blood Centers to allow blood donation drives to collect blood from students, faculty, and staff at District Schools and authorize the Board President to sign said renewal letter for a one (1) year period (under same terms and conditions due to lapse 2-4-18) - Mr. Roy Rachal
Pages 6-21
           

               13.    Motion to discuss a recent interest in procuring a sub-divided portion of the J. S. Slocum Campus, the possibility of declaring all or a sub-divided portion of the J. S. Slocum Campus surplus and should the Board choose to offer, direct staff to solicit for sealed bids and/or dispose in accordance with State Statutes - Mr. Nason Authement and Mr. Roy Rachal
Pages 22-24

 

               14.    Motion to approve the Alio Maintenance Renewal for Financial Accounting, Human Resources, LA State Reporting, Federal ACA Reporting, and Oracle DataBase and authorize the Board President to sign any documentation with regards to said renewal – Ms. Liz Domite

                        Page 25                        Source of funding General Fund             Amount $131,635.57   

               15.    Motion to approve Interfund Loan from the General Fund to District 11 Rigolette Technology Fund in the amount of $10,000.00 from November 30, 2017 until funds are sufficient to pay, February 1, 2018 – Ms. Liz Domite

                        Page 26                        Source of funding General Fund             Amount $10,000.00

            16.       Motion to authorize the secretary to solicit formal quotes for “Replacement of Chiller at W. O. Hall Elementary” (RFQ 18-33) and authorize the Executive Committee and/or the Superintendent and Central Office Staff to receive the quotes and a recommendation to be made to the Board – Ms. Liz Domite

            Source of funding QSCB Funds                         Amount $70,000.00

            17.       Motion to ratify and confirm written quotes received for “Replacement of Chiller at Julius Patrick Elementary” RFQ #18-31 on Wednesday, December 20, 2017 at 10:00 a.m. by the Central Office Staff and award project to the lowest responsive and responsible contractor and authorize the Board President to sign any documentation in connection therewith accordingly to policy DJED – Ms. Liz Domite

                                                            Source of funding District 62 Fund Balance             Amount $70,000.00 (estimate)

            18.       Motion to ratify and confirm bids(s) received for “Replacement of S. M. Brame Middle School Roof” (Bid No. 18-25) on Tuesday, January 9, 2018 at 10:00 a.m. by the Central Office Staff and award bid to the lowest responsive and responsible bidder contingent on low bidder meeting all LA Public Bid Law and contract document requirements and specifications and authorize the Board President to sign any documentation in connection therewith – Ms. Liz Domite

                                                            Source of funding District 62 Maintenance Funds       Amount $525,000.00

 

            19.       Motion to review and adopt the evaluation instrument presented by the Superintendent to conduct his annual evaluation – Mr. Nason Authement
Pages 27-33

 

            20.       Motion to consider and take action with respect to adopting a Resolution ordering and calling a special election to be held in Big Island School District No. 50 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and   providing for other matters in connection therewith – Ms. Liz Domite
            Pages 34-43

            21.       Motion to consider and take action with respect to adopting a Resolution ordering and calling a special election to be held in Ruby-Wise School District No. 56 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of

                        bonds therein; making application to the State Bond Commission in connection therewith; and providing for other matters in connection therewith – Ms. Liz Domite

                        Pages 44-53

            22.       Motion to consider and take action with respect to adopting a Resolution ordering and calling a special election to be held in Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana, to authorize the incurring of

                        debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and providing for other matters in connection therewith – Ms. Liz Domite 

                        Pages 54-63

            23.       Motion to approve a change to our existing internet access contract and authorize the Board President to sign any documentation with regards to said change, pending legal approval – Dr. Luke Purdy

                        Page 64                        Source of funding General Fund              Amount - Monthly increase from $7,290 to $11,500 of
                                                                                                                          which 80% is paid through ERate - increase to

                                                                                                                                      district is $842 per month – increase to ERate is

                                                                                                                                      $3,368 per month

            24.       Motion to approve an Intergovernmental Agreement (IGA) between the Rapides Parish School Board and The Louisiana Army National Guard Youth Challenge Course Choice and Credit Recovery Program and authorize the Board President to sign any required documentation pending review by the Board Attorney – Mrs. Kim Bennett
            Pages 65-82                 Source of funding SCA (Supplemental Course Allocation)        Amount $100 per course - per student

            25.       Motion to revisit the Resolution approved at the November Board meeting on the ability   of students to play immediately in athletics upon transfer to a new school – Mr. Wilton Barrios

            26.       Motion to allow Sims Enterprises Training Institute to distribute flyers to bus drivers – Dr. Stephen Chapman        


Consent agenda: (Item 9)

A.     Reports:

1.   to receive an update on school construction projects – Mr. Clyde Washington
 

B.   Action – Minutes

1.   to approve the minutes of the 12-5-17 meeting of the Board as written and to be published in the official journal, The Town Talk and to approve the 11-14-17 Personnel, Education and Finance Committee meetings, the 11-27-17 Executive Committee meeting and the 11-30-17 Discipline Review Committee meeting

 

C.   Action – Finance

                  1.   to approve personal services contracts, leases, and other such agreements; authorize the Board President to sign any and all documentation in connection with said contracts; and approve bills paid for the previous month - Ms. Liz Domite

          

                   2   to approve/adopt any budget changes/amendments – Ms. Liz Domite

                     Pages 83-84

                3.  to receive a report on donation(s) made to the Rapides Parish School Board on behalf of the RPSB schools, accept and approve donations included therein, and provide any necessary documentation related to the donation(s) – Ms. Liz Domite
Page
85
 

                4.  to receive an update/report on grants, approve grants included therein, and authorize the Board President to sign any and all documentation in connection therewith – Mrs. Kerri Nichols
Pages 86-89

           
D.    Action - Discipline (Motion to go into Executive Session for 1, 2 and 3)

            *      1.  to uphold the Rapides Parish School Board Discipline Review Committee’s recommendation - Mrs. Ruby Smith

 

2.  to receive an update outlining the progress of each student attending the Rapides Alternative Positive Program for Students (RAPPS) - Mrs. Ruby Smith

     3.  to receive a report for students successfully completing the requirements for a performance contract – Mrs. Ruby Smith

 

             E.   Action – Personnel

 

                    1.  receive reports as follows: - Dr. Vicki Younger

                       

                        a.   new hires, pending a satisfactory drug screening and background check

b.   new hires in lieu of substitute

c.   promotions

d.   rescissions, waivers, etc.
e.   performance contract renewals
f.    resignations and retirements

g.  disclosure of new and renewed performance contracts


        2.  to approve leave requests – Dr. Vicki Younger

                    3.  to discuss any personnel complaints that may go before the full board for action - Dr. Vicki Younger
*               Denotes that these items have been through committee

 

            IN TESTIMONY WHEREOF, Witness my official signature and the seal of the Rapides Parish

            School Board this 20th day of December 2017

                                                                                                                        /s/W. K. Breazeale                                                                                                                                            

                                                                                                                         President         

     ATTEST:

      /s/Nason Authement

            Secretary

     S E A L

____________________

Public comment was solicited prior to the vote on items during this meeting.                                                                 

 

____________________

                                                           

A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to elect Board President for a one-year term, beginning January 9, 2018. (Item 4)
                       

                        Mr. Steve Berry nominated Mr. Keith Breazeale as Board President.      

 

                        A motion was made by Mr. Gerald Crooks and seconded by Dr. Stephen Chapman to close the nominations for Board President.

 

                        On motion by Mr. Steve Berry and seconded by Mr. Wilton Barrios, the Board voted unanimously to elect Mr. Keith Breazeale as Board President for a one-year term, beginning January 9, 2018. (Item 4)

           

     MR. KEITH BREAZEALE WAS ELECTED AS BOARD PRESIDENT.

 

__________________
                       

                        A motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to elect Board Vice-President for a one-year term, beginning January 9, 2018. (Item 5)

 

Dr. Stephen Chapman nominated Mr. Gerald Crooks as Board Vice-President.

 

A motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to close the nominations for Board Vice-President.

 

            On motion by Dr. Stephen Chapman and seconded by Mr. Steve Berry, the Board voted unanimously to elect Mr. Gerald Crooks as Board Vice President for a one-year term, beginning January 9, 2018. (Item 5)

MR. GERALD CROOKS WAS ELECTED VICE-PRESIDENT.

 

____________________


A motion was made by Mr. Steve Berry and seconded by Mr. Gerald Crooks to elect members of the Executive Committee for 2017. (Item 6)

 

                        Mr. John Allen nominated Mr. Willard McCall to serve on the Executive Committee.

                        Mr. Keith Breazeale nominated Dr. Stephen Chapman to serve on the Executive Committee.

 

                        Mr. Steve Berry nominated Mr. Gerald Crooks to serve on the Executive Committee.

 

                        Dr. Stephen Chapman nominated Mr. Keith Breazeale to serve on the Executive Committee.                  

 

                        A motion was made by Mr. Willard McCall and seconded by Mr. Gerald Crooks to close the nominations for Executive Committee for 2018.

 

                        On roll call the vote to elect Mr. Willard McCall as member of the Executive Committee for 2018 was as follows:


AYE:                Mr. Barrios, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin

  

NAY:                Mr. Crooks, Dr. Chapman, Mr. Berry, Mr. Breazeale

ABSENT:          None

 

MR. WILLARD MCCALL WAS ELECTED EXECUTIVE COMMITTEE MEMBER FOR 2018.



                        On roll call the vote to elect Dr. Stephen Chapman as member of the Executive Committee for 2018 was as follows:

 

AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                Mr. Allen

 

ABSENT:          None

 

DR. STEPHEN CHAPMAN WAS ELECTED EXECUTIVE COMMITTEE MEMBER FOR 2018.


                        On roll call the vote to elect Mr. Gerald Crooks as member of the Executive Committee for 2018 was as follows:

 

AYE:                Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

ABSTAIN:         Mr. Crooks

 

MR. GERALD CROOKS WAS ELECTED EXECUTIVE COMMITTEE MEMBER FOR 2018

                        A motion was made by Dr. Stephen Chapman and seconded by Mr. Keith Breazeale to elect the Chair for Executive Committee for 2018.

 

                        Mr. Keith Breazeale nominated Dr. Stephen Chapman as Chair of the Executive Committee for 2018.

                        On motion by Mr. Keith Breazeale and seconded by Mr. Gerald Crooks, the Board voted unanimously to elect Dr. Stephen Chapman as Chair of the Executive Committee for 2018.

 

Executive Committee for 2018:
Stephen Chapman - Chair
Gerald Crooks
Willard McCall

 

____________________


                        A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to approve the President’s recommendation for Personnel, Education, and Finance Committees for 2018. (Item 7)

 

Discussion ensued.

 

            On motion by Mr. Gerald Crooks and seconded by Mr. Darrell Rodriguez, the Board voted unanimously to approve the President’s recommendation for Personnel, Education, and Finance Committees for 2018. (Item 7)

 

·        Personnel Committee:
Wilton Barrios – Chair
Keith Breazeale
John Allen

·        Education Committee:
Gerald Crooks – Chair
Willard McCall
Darrell Rodriguez

·        Finance Committee:
Steve Berry – Chair
Stephen Chapman
Sandra Franklin
           

____________________

 

            Mr. Steve Berry introduced the Board’s student guest, Cameron Bates, a senior at Pineville High School, who was recognized for his academic and extracurricular achievements. Also recognized was Dr. Karl Carpenter, principal at Pineville High School. (Item 8-a)

 

____________________

The Board recognized W. O. Hall Elementary School for the bulletin board display in the lobby of the School Board Office for the month of January 2018. (Item 8-b)

 

____________________

                                   

                        Item 8-c was deferred to the February 2018 Board Meeting (Recognize Scott M. Brame Middle School BETA Club for being named a School of Distinction for 2017-2018 school year)

 

____________________

                        Superintendent Nason Authement recognized Ms. Naomi Jones as the new Human Resources Director.

 

____________________

 

       A motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to approve the consent agenda. (Item 9)
                       

                        The agenda was read into the record and discussion ensued.    

                        Items 9C-2 was pulled from the consent agenda for discussion.

 

                        A substitute motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to approve the consent agenda without Item 9C-2.

                        

Discussion ensued.

On roll call the vote on the substitute motion was as follows:


AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

 

Consent agenda: (Item 9)

 

A.     Reports:

1.      to receive an update on school construction projects – Mr. Clyde Washington

 

B.   Action – Minutes

1.   to approve the minutes of the 12-5-17 meeting of the Board as written and to be published in the official journal, The Town Talk and to approve the 11-14-17 Personnel, Education and Finance Committee meetings, and the 11-27-17 Executive Committee meeting and the 11-30-17 Discipline Review Committee meeting

 

C.   Action – Finance

                  1.   to approve personal services contracts, leases, and other such agreements; authorize the Board President to sign any and all documentation in connection with said contracts; and approve bills paid for the previous month - Ms. Liz Domite

          

                   2   pulled for the regular agenda.

                  

                3.  to receive a report on donation(s) made to the Rapides Parish School Board on behalf of the RPSB schools, accept and approve donations included therein, and provide any necessary documentation related to the donation(s) – Ms. Liz Domite
Pages
55-56
 

                4.  to receive an update/report on grants, approve grants included therein, and authorize the Board President to sign any and all documentation in connection therewith – Mrs. Kerri Nichols
Pages 86-89

           
D.     Action - Discipline (Motion to go into Executive Session for 1, 2 and 3)

            *      1.              to uphold the Rapides Parish School Board Discipline Review Committee’s recommendation - Mrs. Ruby Smith

 

2.  to receive an update outlining the progress of each student attending the Rapides Alternative Positive Program for Students (RAPPS) - Mrs. Ruby Smith

     3.              to receive a report for students successfully completing the requirements for a performance contract – Mrs. Ruby Smith

             E.   Action – Personnel

 

                    1.  receive reports as follows: - Dr. Vicki Younger

                       

                        a.   new hires, pending a satisfactory drug screening and background check

b.   new hires in lieu of substitute

c.   promotions

d.   rescissions, waivers, etc.
e.   performance contract renewals
f.    resignations and retirements

g.  disclosure of new and renewed performance contracts


        2.  to approve leave requests – Dr. Vicki Younger

                    3.  to discuss any personnel complaints that may go before the full board for action - Dr. Vicki Younger


*   Denotes that these items have been through committee

____________________

                        A motion was made by Mr. Willard McCall and seconded by Mr. John Allen to approve/adopt any budget changes/amendments. (Item 9C-2)

                        Discussion ensued.

 

                        On roll call the vote was as follows:

           
AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

____________________

                   A motion was made by Dr. Stephen Chapman and seconded by Mr. Gerald Crooks to consider and take action with respect to adopting a Resolution ordering and calling a special election to be held in Big Island School District No. 50 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and providing for other matters in connection therewith. (Item 20)

 

Mr. Grant Schlueter from Foley and Judell presented information to the Board at this time and discussion ensued.

 

                     A substitute motion was made by Mr. Keith Breazeale and seconded by Mr. Gerald Crooks to adopt a Resolution ordering and calling a special election to be held in Big Island School District No. 50 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and providing for other matters in connection therewith.

 

                        Discussion ensued.

 

                        On roll call the vote on the substitute motion was as follows:

           
AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None               

RESOLUTION

 

A resolution ordering and calling a special election to be held in Big Island School District Number 50 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and provid­ing for other matters in connection there­with.

 

                  BE IT RESOLVED by the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Big Island School District Number 50 of Rapides Parish, Louisiana (the “District"), that:

 

                  SECTION 1.     Election Call.  Subject to the approval of the State Bond Commission, and under the authority conferred by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, the applicable provisions of Chapter 5 and Chapter 6-A of the Louisiana Election Code, and other constitutional and statutory authority, a special election is hereby called and ordered to be held in the District on SATURDAY, APRIL 28, 2018, between the hours of seven o'clock (7:00) a.m., and eight o'clock (8:00) p.m., in accordance with the provisions of La. R.S. 18:541, and at the said election there shall be submitted to all registered voters qualified and entitled to vote at the said election under the Constitution and laws of this State and the Constitution of the United States, the following proposition, to-wit:

 

BIG ISLAND SCHOOL DISTRICT NUMBER 50

PROPOSITION

(BOND)

 

            Shall Big Island School District Number 50 of Rapides Parish, Louisiana (the "District"), incur     debt and issue bonds not exceeding $6,000,000, in one or more series, to run not exceeding 20 years from date thereof, with interest at a rate not exceeding eight 8% per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the District and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which bonds will be general obligations of the District and will be payable from ad valorem taxes to be levied and collected in the manner provided by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 and statutory authority supplemental thereto, with no increase in the estimated millage rate to be levied in the first year of issue above the 30 mills currently being levied to pay General Obligation Bonds of the District?

 

                  SECTION 2.     Publication of Notice of Election.  A Notice of Special Election shall be published in the Alexandria Daily Town Talk, a newspaper of general circulation within the District, published in Alexandria, Louisiana, and being the official journal of the District, once a week for four consecutive weeks, with the first publication to be made not less than forty-five (45) days nor more than ninety (90) days prior to the date of the election, which Notice shall be substantially in the form attached hereto as "Exhibit A" and incorporated herein by reference the same as if it were set forth herein in full.

 

                  Notwithstanding the foregoing, prior to the publication of the Notice of Election, the President is authorized and directed to make any amendments to the foregoing proposition that may ne required to comply with any state or federal regulatory agencies.

 

                  SECTION 3.     Canvass.  This Governing Authority shall meet at its regular meeting place, the Parish School Board Office Building, 619 Sixth Street, Alexandria, Louisiana, on TUESDAY, JUNE 5, 2018, at FIVE O'CLOCK (5:00) P.M., and shall then and there in open and public session proceed to examine and canvass the returns and declare the results of the said special election.

 

                  SECTION 4.     Polling Places.  The polling places for the precincts set forth in the aforesaid Notice of Special Election are hereby designated as the polling places at which to hold the said election, and the Commissioners-in-Charge and Commissioners, respectively, will be the same persons as those designated in accordance with law.

 

                  SECTION 5.     Election Commissioners; Voting Machines.  The officers designated to serve as Commissioners-in-Charge and Commissioners pursuant to Section 4 hereof, or such substitutes therefor as may be selected and designated in accordance with La. R.S. 18:1287, shall hold the said special election as herein provided, and shall make due returns of said election for the meeting of the Governing Authority to be held on Tuesday, June 5, 2018, as provided in Section 3 hereof.  All registered voters in the District will be entitled to vote at the special election, and voting machines shall be used.

 

                  SECTION 6.     Authorization of Officers.  The Secretary of the Governing Authority is hereby empowered, authorized and directed to arrange for and to furnish to said election officers in ample time for the holding of said election, the necessary equipment, forms and other paraphernalia essential to the proper holding of said election and the President and/or Secretary of the Governing Authority are further authorized, empowered and directed to take any and all further action required by State and/or Federal law to arrange for the election.

 

                  SECTION 7.     Furnishing Election Call to Election Officials.  Certified copies of this resolution shall be forwarded to the Secretary of State, the Clerk of Court and Ex-Officio Parish Custodian of Voting Machines of Rapides Parish and the Registrar of Voters of Rapides Parish, as notification of the special election, in order that each may prepare for said election and perform their respective functions as required by law.

 

                  SECTION 8.     Application to State Bond Commission.  Application is made to the State Bond Commission for consent and authority to hold the special election as herein provided, and in the event said election carries for further consent and authority to issue, sell and deliver the bonds provided for therein.  A certified copy of this resolution shall be forwarded to the State Bond Commission on behalf of this Governing Authority, together with a letter requesting the prompt consideration and approval of this application.  By virtue of applicant/issuer’s application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission’s approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the “State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.”, adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.



                  SECTION 9.     Employment of Bond Counsel.  This Governing Authority finds and determines that a real necessity exists for the employment of special counsel in connection with the issuance of the Bonds, and accordingly, Foley & Judell, L.L.P., of New Orleans, Louisiana, as Bond Counsel, is hereby employed to do and perform work of a traditional legal nature as bond counsel with respect to the issuance and sale of said Bonds. Said Bond Counsel shall prepare and submit to this Governing Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of such Bonds, shall counsel and advise this Governing Authority as to the issuance and sale thereof and shall furnish its opinions covering the legality of the issuance of the Bonds. The fee of Bond Counsel for each issue or series of bonds shall be fixed at a sum not exceeding the fee allowed by the Attorney General s fee guidelines for such bond counsel work in connection with the issuance of such series of bonds and based on the amount of said Bonds actually issued, sold, delivered and paid for, plus  out-of-pocket  expenses, said fees to be contingent upon the issuance, sale and delivery of said bonds.  That pursuant to instructions from the Director of Finance, Bond Counsel shall cause to be prepared an official statement with respect to the sale of the Bonds and the costs of the preparation and printing of said official statement, as approved by the State Bond Commission, shall be paid from the proceeds of the issue for which it has been prepared.  Said Official Statement may be submitted to one or more of the nationally recognized bond rating service or services, together with a request that an appropriate rating be assigned.  Payment for all ratings shall be made by the Director of Finance upon presentation of appropriate statements from the particular rating service furnishing the ratings. The Director of Finance is hereby authorized and directed to execute, and this Governing Authority hereby agrees to and accepts the terms of, the engagement letter of Bond Counsel appended hereto as Exhibit B.  A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of said employment and of the fees herein designated, and the Director of Finance is hereby empowered and directed to provide for payment of the work herein specified upon completion thereof and under the conditions herein enumerated.

 

                  SECTION 10.   Appointment of Municipal Advisor. The Issuer hereby retains Argent Institutional Services, of Ruston, Louisiana, to act as its Municipal Advisor (“MA”) pursuant to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules promulgated thereunder by the Securities and Exchange Commission.  The Issuer hereby acknowledges that it is represented by the MA and will rely upon the advice of the MA with respect to the Bonds. The fee to be paid the MA shall be payable solely from the proceeds of the Bonds when and if issued, and the amount thereof shall be subject to the approval of the State Bond Commission. The President is hereby authorized and directed to execute an appropriate contract with the MA.

 

SECTION 11.   Declaration of Official Intent.  Prior to the delivery of the Bonds, the Governing Authority anticipates that it may pay a portion of the costs of the projects from the General Fund.  The projects include those purposes set forth in the proposition herein.  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.

 

                  And the resolution was declared adopted on this, the 9th day of January, 2018.

 

 

               /s/ Nason “Tony” Authement                                                 /s/ W. K. Breazeale              

                             Secretary                                                                      President

 

 

                                                                                                                                 EXHIBIT "A"

 

NOTICE OF SPECIAL ELECTION

 

                  Pursuant to the provisions of a resolution adopted by the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Big Island School District Number 50 of Rapides Parish, Louisiana (the "District"), on January 9, 2018, NOTICE IS HEREBY GIVEN that special election will be held within the District on SATURDAY, APRIL 28, 2018, and that at the said election there will be submitted to all registered voters in the District qualified and entitled to vote at the said election under the Constitution and Laws of the State of Louisiana and the Constitution of the United States, the following proposition, to-wit:

 

BIG ISLAND SCHOOL DISTRICT NUMBER 50

PROPOSITION

(BOND)

 

Shall Big Island School District Number 50 of Rapides Parish, Louisiana (the "District"), incur debt and issue bonds not exceeding $6,000,000, in one or more series, to run not exceeding 20 years from date thereof, with interest at a rate not exceeding eight 8% per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the District and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which bonds will be general obligations of the District and will be payable from ad valorem taxes to be levied and collected in the manner provided by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 and statutory authority supplemental thereto, with no increase in the estimated millage rate to be levied in the first year of issue above the 30 mills currently being levied to pay General Obligation Bonds of the District?

 

                  Said special election will be held at the polling places for the following precincts:

 

N10AK(PART)

N10LZ(PART)

N12(PART)

N17(PART)

N22(PART)

N23

N24AK

N24LZ

N25

N26AK(PART)

N26LZ(PART)

N27(PART)

 

                  The polling places for the precincts set forth above are hereby designated as the polling places at which to hold the said election, and the Commissioners-in-Charge and Commissioners, respectively, shall be those persons designated according to law.

 

                  Notice is further given that a portion of the monies collected from the tax described in the Proposition shall be remitted to certain state and statewide retirement systems in the manner required by law.

 

                  The said special election will be held in accordance with the applicable provisions of Chapter 5 and Chapter 6-A of Title 18 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, and the officers appointed to hold the said election, as provided in this Notice of Special Election, or such substitutes therefor as may be selected and designated in accordance with La. R.S. 18:1287, will make due returns thereof to said Governing Authority, and NOTICE IS HEREBY FURTHER GIVEN that the Governing Authority will meet at its regular meeting place, the Parish School Board Office Building, 619 Sixth Street, Alexandria, Louisiana, on TUESDAY, JUNE 5, 2018, at FIVE O'CLOCK (5:00) P.M., and shall then and there in open and public session proceed to examine and canvass the returns and declare the results of the said special election.  All registered voters of the District are entitled to vote at said special election and voting machines will be used.                    

                  THUS DONE AND SIGNED at Alexandria, Louisiana, on this, the 9th day of January, 2018.

 

 

ATTEST:                                                                                            /s/ W. K. Breazeale              

                                                                                                                 President

 

               /s/ Nason “Tony” Authement              

                             Secretary

 

                                                                                                                                     EXHIBIT B

 

               ENGAGEMENT LETTER

 

                                                                  January 9, 2018

 

Ms. Elizabeth A. Domite, Director of Finance

Rapides Parish School Board

Alexandria, Louisiana

 

Re: Proposed General Obligation School Bonds of Big Island School District Number 50 of Rapides Parish, Louisiana

 

Dear Liz:

 

The purpose of this engagement letter is to set forth certain matters concerning the role we will serve and the legal services we will provide as bond counsel to Big Island School District Number 50 of Rapides Parish, Louisiana (the "Issuer") in connection with the issuance of the captioned bonds (the "Bonds"). We understand that the Bonds will be issued for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the District and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, and paying the costs of issuance of the Bonds (the "Project").

 

As bond counsel, we will prepare and submit to the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of the Issuer for adoption all of the legal proceedings required for the authorization, issuance, sale and delivery of the Bonds and provide advice of a traditional legal nature as to the issuance and sale of the Bonds. Our job is principally to render certain opinions to the Issuer regarding (i) the validity of the Bonds under applicable Louisiana law, (ii) the exemption of interest paid on the bonds from federal and/or state taxes, and (iii) other matters as may be applicable. The bond opinion will be based on facts and law existing as of its date. In rendering such opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to our firm without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the Issuer with applicable laws and other resolutions relating to the Bonds. During the course of this engagement, we will rely upon the staff of the Issuer and the members of the Governing Authority to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds.

 

In our engagement as bond counsel, we will:

 

Confer with members of the working group, including you and other officials of the Issuer, relating to the Project and review legal issues relating to the structure of the Bond issue;

 

Prepare the Issuing Bond Resolution and all related financing documents (collectively, the "Bond Documents");

 

As requested, attend meetings of the Governing Authority at which the Bond Documents are adopted, including (as applicable) preparation of notices;

Prepare the application for approval of the issuance of the Bonds by the State Bond Commission and attend the State Bond Commission meeting at which such approval will be considered;


Prepare and file Internal Revenue Service Form 8038-G, as required by Federal law;

 

Prepare the Bonds and supervise their execution and authentication,

 

Prepare complete transcripts of record covering the issuance of the Bonds and furnishing the transcripts to various parties in connection therewith; and

 

Submit post-closing reports to the State Bond Commission, if required.

 

Our fee as bond counsel is based upon the terms, structure, size and schedule of the financing, the services provided, and the responsibilities assumed; however, our fee will not exceed that permitted by guidelines set forth by the Attorney General of the State of Louisiana and is subject to his approval. Our fee as bond counsel is a "contingent fee", meaning you are required to pay for our legal services only in the event the Bonds are actually sold and delivered.

 

In addition to our services provided as Bond Counsel, we will prepare an official statement with respect to the sale of the Bonds in connection with the working group.  The costs associated with the preparation of the official statement will be invoiced separately from our fee as Bond Counsel as approved by the Louisiana State Bond Commission.

 

Other vendors or members of the working group may charge additional fees or costs for their services.

 

We will continue to serve as bond counsel until the delivery of the Bonds; however, the Issuer and our firm each have the right to terminate this engagement at any time after providing reasonable advanced written notice, subject to the applicable rules of professional responsibility. Upon conclusion or termination of our representation of the Issuer, papers and property furnished by the Issuer will be returned promptly upon request.

 

Please note that we are not municipal advisors, and we do not render financial advice or other financial services to the Issuer; however, in the course of providing traditional legal services, we may provide factual information that is not specifically tailored to the Bonds or that does not rise to the level of a recommendation concerning a course of action. We will, however, analyze, discuss and advise the Issuer regarding the legal ramifications of the structure, timing, terms and other provisions of the Bonds, as these functions are essential to developing a plan of finance.

 

On behalf of the Issuer, you have represented to us that in connection with the issuance of the Bonds the Issuer is represented by, and with respect to financial matters will rely on the advice of, Argent Institutional Services, an independent registered municipal advisor under the rules promulgated by the Securities and Exchange Commission. By obtaining such representation from you, our firm is not a municipal advisor and is not subject to the fiduciary duty established in Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended.

 

Applicable ethical rules in Louisiana prohibit us from undertaking this representation if we represent another party that is directly adverse to the Issuer or if there is a significant risk that other considerations will materially limit our representation of the Issuer. As you are aware, our firm represents many political subdivisions, including others in Rapides Parish. At this time, we do not believe any other current or past engagement of our firm adversely affects our ability to represent the Issuer as provided in this letter; however, we invite you to discuss any concerns you have with us.

 

If this letter is acceptable to the Issuer, please so indicate by executing where indicated below and returning a copy to us, retaining the original for your files. We appreciate the opportunity to serve the Issuer and look forward to working with you.

 

Foley & Judell, L.L.P.

 

By: ________________________________

           C. Grant Schlueter, Partner

Accepted and Approved:

Big Island School District Number 50

 of Rapides Parish, Louisiana

 

 

By:   _____________________________

Name: Elizabeth A. Domite

Title: Director of Finance

Dated: January 9, 2018

 

 

STATE OF LOUISIANA

PARISH OF RAPIDES

                  I, the undersigned Secretary of the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), the governing authority of Big Island School District Number 50 of Rapides Parish, Louisiana (the "District"), do hereby certify that the foregoing pages constitute a true and correct copy of the proceedings taken by the Governing Authority on January 9, 2018, ordering and calling a special election to be held in Big Island School District Number 50 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and provid­ing for other matters in connection there­with.

                  IN FAITH WHEREOF, witness my official signature at Alexandria, Louisiana, on this, the 9th day of January, 2018.

 

                                                                                     ____________________________________

                                                                                                                 Secretary

 

____________________

            A motion was made by Dr. Stephen Chapman and seconded by Mr. Gerald Crooks to consider and take action with respect to adopting a Resolution ordering and calling a special election to be held in Ruby-Wise School District No. 56 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and providing for other matters in connection therewith. (Item 21)

 

Mr. Grant Schlueter from Foley and Judell presented information to the Board at this time and discussion ensued.

 

                     A substitute motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to adopt a Resolution ordering and calling a special election to be held in Ruby-Wise School District No. 56 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and providing for other matters in connection therewith.

                        

Discussion ensued.

 

                        On roll call the vote on the substitute motion was as follows:
           
AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None               

RESOLUTION

 

A resolution ordering and calling a special election to be held in Ruby-Wise School District Number 56 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and provid­ing for other matters in connection there­with.

 

                  BE IT RESOLVED by the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Ruby-Wise School District Number 56 of Rapides Parish, Louisiana (the “District"), that:

 

 

                  SECTION 1.     Election Call.  Subject to the approval of the State Bond Commission, and under the authority conferred by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, the applicable provisions of Chapter 5 and Chapter 6-A of the Louisiana Election Code, and other constitutional and statutory authority, a special election is hereby called and ordered to be held in the District on SATURDAY, APRIL 28, 2018, between the hours of seven o'clock (7:00) a.m., and eight o'clock (8:00) p.m., in accordance with the provisions of La. R.S. 18:541, and at the said election there shall be submitted to all registered voters qualified and entitled to vote at the said election under the Constitution and laws of this State and the Constitution of the United States, the following proposition, to-wit:

 

RUBY-WISE SCHOOL DISTRICT NUMBER 56

PROPOSITION

(BOND)

 

Shall Ruby-Wise School District Number 56 of Rapides Parish, Louisiana (the "District"), incur debt and issue bonds not exceeding $3,000,000, in one or more series, to run not exceeding 20 years from date thereof, with interest at a rate not exceeding eight 8% per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the District and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which bonds will be general obligations of the District and will be payable from ad valorem taxes to be levied and collected in the manner provided by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 and statutory authority supplemental thereto, with an estimated increase of 28 mills to be levied in the first year of issue above the 8 mills currently being levied to pay General Obligation Bonds of the District?

 

                  SECTION 2.     Publication of Notice of Election.  A Notice of Special Election shall be published in the Alexandria Daily Town Talk, a newspaper of general circulation within the District, published in Alexandria, Louisiana, and being the official journal of the District, once a week for four consecutive weeks, with the first publication to be made not less than forty-five (45) days nor more than ninety (90) days prior to the date of the election, which Notice shall be substantially in the form attached hereto as "Exhibit A" and incorporated herein by reference the same as if it were set forth herein in full.

 

                  Notwithstanding the foregoing, prior to the publication of the Notice of Election, the President is authorized and directed to make any amendments to the foregoing proposition that may ne required to comply with any state or federal regulatory agencies.

 

                  SECTION 3.     Canvass.  This Governing Authority shall meet at its regular meeting place, the Parish School Board Office Building, 619 Sixth Street, Alexandria, Louisiana, on TUESDAY, JUNE 5, 2018, at FIVE O'CLOCK (5:00) P.M., and shall then and there in open and public session proceed to examine and canvass the returns and declare the results of the said special election.

 

                  SECTION 4.     Polling Places.  The polling places for the precincts set forth in the aforesaid Notice of Special Election are hereby designated as the polling places at which to hold the said election, and the Commissioners-in-Charge and Commissioners, respectively, will be the same persons as those designated in accordance with law.

 

                  SECTION 5.     Election Commissioners; Voting Machines.  The officers designated to serve as Commissioners-in-Charge and Commissioners pursuant to Section 4 hereof, or such substitutes therefor as may be selected and designated in accordance with La. R.S. 18:1287, shall hold the said special election as herein provided, and shall make due returns of said election for the meeting of the Governing Authority to be held on Tuesday, June 5, 2018, as provided in Section 3 hereof.  All registered voters in the District will be entitled to vote at the special election, and voting machines shall be used.

 

                  SECTION 6.     Authorization of Officers.  The Secretary of the Governing Authority is hereby empowered, authorized and directed to arrange for and to furnish to said election officers in ample time for the holding of said election, the necessary equipment, forms and other paraphernalia essential to the proper holding of said election and the President and/or Secretary of the Governing Authority are further authorized, empowered and directed to take any and all further action required by State and/or Federal law to arrange for the election.

 

                  SECTION 7.     Furnishing Election Call to Election Officials.  Certified copies of this resolution shall be forwarded to the Secretary of State, the Clerk of Court and Ex-Officio Parish Custodian of Voting Machines of Rapides Parish and the Registrar of Voters of Rapides Parish, as notification of the special election, in order that each may prepare for said election and perform their respective functions as required by law.

 

                  SECTION 8.     Application to State Bond Commission.  Application is made to the State Bond Commission for consent and authority to hold the special election as herein provided, and in the event said election carries for further consent and authority to issue, sell and deliver the bonds provided for therein.  A certified copy of this resolution shall be forwarded to the State Bond Commission on behalf of this Governing Authority, together with a letter requesting the prompt consideration and approval of this application.  By virtue of applicant/issuer’s application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission’s approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the “State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.”, adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.

 

SECTION 9.     Employment of Bond Counsel.  This Governing Authority finds and determines that a real necessity exists for the employment of special counsel in connection with the issuance of the Bonds, and accordingly, Foley & Judell, L.L.P., of New Orleans, Louisiana, as Bond Counsel, is hereby employed to do and perform work of a traditional legal nature as bond counsel with respect to the issuance and sale of said Bonds. Said Bond Counsel shall prepare and submit to this Governing Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of such Bonds, shall counsel and advise this Governing Authority as to the issuance and sale thereof and shall furnish its opinions covering the legality of the issuance of the Bonds. The fee of Bond Counsel for each issue or series of bonds shall be fixed at a sum not exceeding the fee allowed by the Attorney General s fee guidelines for such bond counsel work in connection with the issuance of such series of bonds and based on the amount of said Bonds actually issued, sold, delivered and paid for, plus  out-of-pocket  expenses, said fees to be contingent upon the issuance, sale and delivery of said bonds.  That pursuant to instructions from the Director of Finance, Bond Counsel shall cause to be prepared an official statement with respect to the sale of the Bonds and the costs of the preparation and printing of said official statement, as approved by the State Bond Commission, shall be paid from the proceeds of the issue for which it has been prepared.  Said Official Statement may be submitted to one or more of the nationally recognized bond rating service or services, together with a request that an appropriate rating be assigned.  Payment for all ratings shall be made by the Director of Finance upon presentation of appropriate statements from the particular rating service furnishing the ratings. The Director of Finance is hereby authorized and directed to execute, and this Governing Authority hereby agrees to and accepts the terms of, the engagement letter of Bond Counsel appended hereto as Exhibit B.  A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of said employment and of the fees herein designated, and the Director of Finance is hereby empowered and directed to provide for payment of the work herein specified upon completion thereof and under the conditions herein enumerated.

 

                  SECTION 10.   Appointment of Municipal Advisor. The Issuer hereby retains Argent Institutional Services, of Ruston, Louisiana, to act as its Municipal Advisor (“MA”) pursuant to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules promulgated thereunder by the Securities and Exchange Commission.  The Issuer hereby acknowledges that it is represented by the MA and will rely upon the advice of the MA with respect to the Bonds. The fee to be paid the MA shall be payable solely from the proceeds of the Bonds when and if issued, and the amount thereof shall be subject to the approval of the State Bond Commission. The President is hereby authorized and directed to execute an appropriate contract with the MA.

 

SECTION 11.   Declaration of Official Intent.  Prior to the delivery of the Bonds, the Governing Authority anticipates that it may pay a portion of the costs of the projects from the General Fund.  The projects include those purposes set forth in the proposition herein.  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.

 

                  And the resolution was declared adopted on this, the 9th day of January, 2018.

 

 

               /s/ Nason “Tony” Authement                                                 /s/ W. K. Breazeale              

                             Secretary                                                                      President

 

 

                                                                                                                                 EXHIBIT "A"

 

NOTICE OF SPECIAL ELECTION

 

                  Pursuant to the provisions of a resolution adopted by the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Ruby-Wise School District Number 56 of Rapides Parish, Louisiana (the "District"), on January 9, 2018, NOTICE IS HEREBY GIVEN that special election will be held within the District on SATURDAY, APRIL 28, 2018, and that at the said election there will be submitted to all registered voters in the District qualified and entitled to vote at the said election under the Constitution and Laws of the State of Louisiana and the Constitution of the United States, the following proposition, to-wit:

 

RUBY-WISE SCHOOL DISTRICT NUMBER 56

PROPOSITION

(BOND)

 

Shall Ruby-Wise School District Number 56 of Rapides Parish, Louisiana (the "District"), incur debt and issue bonds not exceeding $3,000,000, in one or more series, to run not exceeding 20 years from date thereof, with interest at a rate not exceeding eight 8% per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the District and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which bonds will be general obligations of the District and will be payable from ad valorem taxes to be levied and collected in the manner provided by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 and statutory authority supplemental thereto, with an estimated increase of 28 mills to be levied in the first year of issue above the 8 mills currently being levied to pay General Obligation Bonds of the District?

 

                  Said special election will be held at the polling places for the following precincts:

 

N27(PART)

N28(PART)

N29(PART)

 

                  The polling places for the precincts set forth above are hereby designated as the polling places at which to hold the said election, and the Commissioners-in-Charge and Commissioners, respectively, shall be those persons designated according to law.

 

                  Notice is further given that a portion of the monies collected from the tax described in the Proposition shall be remitted to certain state and statewide retirement systems in the manner required by law.

                  The said special election will be held in accordance with the applicable provisions of Chapter 5 and Chapter 6-A of Title 18 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, and the officers appointed to hold the said election, as provided in this Notice of Special Election, or such substitutes therefor as may be selected and designated in accordance with La. R.S. 18:1287, will make due returns thereof to said Governing Authority, and NOTICE IS HEREBY FURTHER GIVEN that the Governing Authority will meet at its regular meeting place, the Parish School Board Office Building, 619 Sixth Street, Alexandria, Louisiana, on TUESDAY, JUNE 5, 2018, at FIVE O'CLOCK (5:00) P.M., and shall then and there in open and public session proceed to examine and canvass the returns and declare the results of the said special election.  All registered voters of the District are entitled to vote at said special election and voting machines will be used.

                 

                  THUS DONE AND SIGNED at Alexandria, Louisiana, on this, the 9th day of January, 2018.

 

 

ATTEST:                                                                                            /s/ W. K. Breazeale              

                                                                                                                 President

 

               /s/ Nason “Tony” Authement              

                             Secretary

 

 

                                                                      ENGAGEMENT LETTER                        EXHIBIT B

 

 

 

                                                                  January 9, 2018

 

Ms. Elizabeth A. Domite, Director of Finance

Rapides Parish School Board

Alexandria, Louisiana

 

Re: Proposed General Obligation School Bonds of Ruby-Wise School District Number 56 of Rapides Parish, Louisiana

 

Dear Liz:

 

The purpose of this engagement letter is to set forth certain matters concerning the role we will serve and the legal services we will provide as bond counsel to Ruby-Wise School District Number 56 of Rapides Parish, Louisiana (the "Issuer") in connection with the issuance of the captioned bonds (the "Bonds"). We understand that the Bonds will be issued for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the District and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, and paying the costs of issuance of the Bonds (the "Project").

 

                       

As bond counsel, we will prepare and submit to the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of the Issuer for adoption all of the legal proceedings required for the authorization, issuance, sale and delivery of the Bonds and provide advice of a traditional legal nature as to the issuance and sale of the Bonds. Our job is principally to render certain opinions to the Issuer regarding (i) the validity of the Bonds under applicable Louisiana law, (ii) the exemption of interest paid on the bonds from federal and/or state taxes, and (iii) other matters as may be applicable. The bond opinion will be based on facts and law existing as of its date. In rendering such opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to our firm without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the Issuer with applicable laws and other resolutions relating to the Bonds. During the course of this engagement, we will rely upon the staff of the Issuer and the members of the Governing Authority to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds.

 

In our engagement as bond counsel, we will:

 

Confer with members of the working group, including you and other officials of the Issuer, relating to the Project and review legal issues relating to the structure of the Bond issue;

 

Prepare the Issuing Bond Resolution and all related financing documents (collectively, the "Bond Documents");

 

As requested, attend meetings of the Governing Authority at which the Bond Documents are adopted, including (as applicable) preparation of notices;

Prepare the application for approval of the issuance of the Bonds by the State Bond Commission and attend the State Bond Commission meeting at which such approval will be considered;

Prepare the closing index and various closing certificates, including the Tax Compliance Certificate and legal opinion, and supervise the execution of certain closing documents by the various parties thereto;

 

Prepare and file Internal Revenue Service Form 8038-G, as required by Federal law;

 

Prepare the Bonds and supervise their execution and authentication,

 

Prepare complete transcripts of record covering the issuance of the Bonds and furnishing the transcripts to various parties in connection therewith; and

 

Submit post-closing reports to the State Bond Commission, if required.

 

Our fee as bond counsel is based upon the terms, structure, size and schedule of the financing, the services provided, and the responsibilities assumed; however, our fee will not exceed that permitted by guidelines set forth by the Attorney General of the State of Louisiana and is subject to his approval. Our fee as bond counsel is a "contingent fee", meaning you are required to pay for our legal services only in the event the Bonds are actually sold and delivered.

 

In addition to our services provided as Bond Counsel, we will prepare an official statement with respect to the sale of the Bonds in connection with the working group.  The costs associated with the preparation of the official statement will be invoiced separately from our fee as Bond Counsel as approved by the Louisiana State Bond Commission.

 

Other vendors or members of the working group may charge additional fees or costs for their services.

 

We will continue to serve as bond counsel until the delivery of the Bonds; however, the Issuer and our firm each have the right to terminate this engagement at any time after providing reasonable advanced written notice, subject to the applicable rules of professional responsibility. Upon conclusion or termination of our representation of the Issuer, papers and property furnished by the Issuer will be returned promptly upon request.

 

Please note that we are not municipal advisors, and we do not render financial advice or other financial services to the Issuer; however, in the course of providing traditional legal services, we may provide factual information that is not specifically tailored to the Bonds or that does not rise to the level of a recommendation concerning a course of action. We will, however, analyze, discuss and advise the Issuer regarding the legal ramifications of the structure, timing, terms and other provisions of the Bonds, as these functions are essential to developing a plan of finance.

 

On behalf of the Issuer, you have represented to us that in connection with the issuance of the Bonds the Issuer is represented by, and with respect to financial matters will rely on the advice of, Argent Institutional Services, an independent registered municipal advisor under the rules promulgated by the Securities and Exchange Commission. By obtaining such representation from you, our firm is not a municipal advisor and is not subject to the fiduciary duty established in Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended.

 

Applicable ethical rules in Louisiana prohibit us from undertaking this representation if we represent another party that is directly adverse to the Issuer or if there is a significant risk that other considerations will materially limit our representation of the Issuer. As you are aware, our firm represents many political subdivisions, including others in Rapides Parish. At this time, we do not believe any other current or past engagement of our firm adversely affects our ability to represent the Issuer as provided in this letter; however, we invite you to discuss any concerns you have with us.

 

If this letter is acceptable to the Issuer, please so indicate by executing where indicated below and returning a copy to us, retaining the original for your files. We appreciate the opportunity to serve the Issuer and look forward to working with you.

Foley & Judell, L.L.P.

 

By: ________________________________

           C. Grant Schlueter, Partner

Accepted and Approved:

Ruby-Wise School District Number 56

 of Rapides Parish, Louisiana

 

By:   _____________________________

Name: Elizabeth A. Domite

Title: Director of Finance

Dated: January 9, 2018



 

STATE OF LOUISIANA

PARISH OF RAPIDES

                  I, the undersigned Secretary of the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), the governing authority of Ruby-Wise School District Number 56 of Rapides Parish, Louisiana (the "District"), do hereby certify that the foregoing pages constitute a true and correct copy of the proceedings taken by the Governing Authority on January 9, 2018, ordering and calling a special election to be held in Ruby-Wise School District Number 56 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and provid­ing for other matters in connection there­with.

                  IN FAITH WHEREOF, witness my official signature at Alexandria, Louisiana, on this, the 9th day of January, 2018.

____________________

 

            A motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to consider and take action with respect to adopting a Resolution ordering and calling a special election to be held in Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and providing for other matters in connection therewith. (Item 22)

 

Mr. Grant Schlueter from Foley and Judell presented information to the Board at this time and discussion ensued.

 

                     A substitute motion was made by Dr. Stephen Chapman and seconded by Mr. Gerald Crooks to adopt a Resolution ordering and calling a special election to be held in Lecompte-Lamourie- Woodworth School District No. 57 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and providing for other matters in connection therewith.

                        

Discussion ensued.

 

                        On roll call the vote on the substitute motion was as follows:
           
AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

 

RESOLUTION

 

A resolution ordering and calling a special election to be held in Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and provid­ing for other matters in connection there­with.

 

                  BE IT RESOLVED by the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana (the “District"), that:

 

                  SECTION 1.     Election Call.  Subject to the approval of the State Bond Commission, and under the authority conferred by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, the applicable provisions of Chapter 5 and Chapter 6-A of the Louisiana Election Code, and other constitutional and statutory authority, a special election is hereby called and ordered to be held in the District on SATURDAY, APRIL 28, 2018, between the hours of seven o'clock (7:00) a.m., and eight o'clock (8:00) p.m., in accordance with the provisions of La. R.S. 18:541, and at the said election there shall be submitted to all registered voters qualified and entitled to vote at the said election under the Constitution and laws of this State and the Constitution of the United States, the following proposition, to-wit:

 

LECOMPTE-LAMOURIE-WOODWORTH SCHOOL DISTRICT NO. 57

PROPOSITION

(BOND)

 

Shall Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana (the "District"), incur debt and issue bonds not exceeding $6,000,000, in one or more series, to run not exceeding 20 years from date thereof, with interest at a rate not exceeding eight 8% per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the District and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which bonds will be general obligations of the District and will be payable from ad valorem taxes to be levied and collected in the manner provided by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 and statutory authority supplemental thereto, with an estimated increase of 9.50 mills to be levied in the first year of issue above the 17 mills currently being levied to pay General Obligation Bonds of the District?

 

                  SECTION 2.     Publication of Notice of Election.  A Notice of Special Election shall be published in the Alexandria Daily Town Talk, a newspaper of general circulation within the District, published in Alexandria, Louisiana, and being the official journal of the District, once a week for four consecutive weeks, with the first publication to be made not less than forty-five (45) days nor more than ninety (90) days prior to the date of the election, which Notice shall be substantially in the form attached hereto as "Exhibit A" and incorporated herein by reference the same as if it were set forth herein in full.

 

                  Notwithstanding the foregoing, prior to the publication of the Notice of Election, the President is authorized and directed to make any amendments to the foregoing proposition that may ne required to comply with any state or federal regulatory agencies.

 

                  SECTION 3.     Canvass.  This Governing Authority shall meet at its regular meeting place, the Parish School Board Office Building, 619 Sixth Street, Alexandria, Louisiana, on TUESDAY, JUNE 5, 2018, at FIVE O'CLOCK (5:00) P.M., and shall then and there in open and public session proceed to examine and canvass the returns and declare the results of the said special election.

 

                  SECTION 4.     Polling Places.  The polling places for the precincts set forth in the aforesaid Notice of Special Election are hereby designated as the polling places at which to hold the said election, and the Commissioners-in-Charge and Commissioners, respectively, will be the same persons as those designated in accordance with law.

 

                  SECTION 5.     Election Commissioners; Voting Machines.  The officers designated to serve as Commissioners-in-Charge and Commissioners pursuant to Section 4 hereof, or such substitutes therefor as may be selected and designated in accordance with La. R.S. 18:1287, shall hold the said special election as herein provided, and shall make due returns of said election for the meeting of the Governing Authority to be held on Tuesday, June 5, 2018, as provided in Section 3 hereof.  All registered voters in the District will be entitled to vote at the special election, and voting machines shall be used.

 

                  SECTION 6.     Authorization of Officers.  The Secretary of the Governing Authority is hereby empowered, authorized and directed to arrange for and to furnish to said election officers in ample time for the holding of said election, the necessary equipment, forms and other paraphernalia essential to the proper holding of said election and the President and/or Secretary of the Governing Authority are further authorized, empowered and directed to take any and all further action required by State and/or Federal law to arrange for the election.

 

                  SECTION 7.     Furnishing Election Call to Election Officials.  Certified copies of this resolution shall be forwarded to the Secretary of State, the Clerk of Court and Ex-Officio Parish Custodian of Voting Machines of Rapides Parish and the Registrar of Voters of Rapides Parish, as notification of the special election, in order that each may prepare for said election and perform their respective functions as required by law.

 

                  SECTION 8.     Application to State Bond Commission.  Application is made to the State Bond Commission for consent and authority to hold the special election as herein provided, and in the event said election carries for further consent and authority to issue, sell and deliver the bonds provided for therein.  A certified copy of this resolution shall be forwarded to the State Bond Commission on behalf of this Governing Authority, together with a letter requesting the prompt consideration and approval of this application.  By virtue of applicant/issuer’s application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission’s approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the “State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.”, adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.

                  SECTION 9.     Employment of Bond Counsel.  This Governing Authority finds and determines that a real necessity exists for the employment of special counsel in connection with the issuance of the Bonds, and accordingly, Foley & Judell, L.L.P., of New Orleans, Louisiana, as Bond Counsel, is hereby employed to do and perform work of a traditional legal nature as bond counsel with respect to the issuance and sale of said Bonds. Said Bond Counsel shall prepare and submit to this Governing Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of such Bonds, shall counsel and advise this Governing Authority as to the issuance and sale thereof and shall furnish its opinions covering the legality of the issuance of the Bonds. The fee of Bond Counsel for each issue or series of bonds shall be fixed at a sum not exceeding the fee allowed by the Attorney General s fee guidelines for such bond counsel work in connection with the issuance of such series of bonds and based on the amount of said Bonds actually issued, sold, delivered and paid for, plus  out-of-pocket  expenses, said fees to be contingent upon the issuance, sale and delivery of said bonds.  That pursuant to instructions from the Director of Finance, Bond Counsel shall cause to be prepared an official statement with respect to the sale of the Bonds and the costs of the preparation and printing of said official statement, as approved by the State Bond Commission, shall be paid from the proceeds of the issue for which it has been prepared.  Said Official Statement may be submitted to one or more of the nationally recognized bond rating service or services, together with a request that an appropriate rating be assigned.  Payment for all ratings shall be made by the Director of Finance upon presentation of appropriate statements from the particular rating service furnishing the ratings. The Director of Finance is hereby authorized and directed to execute, and this Governing Authority hereby agrees to and accepts the terms of, the engagement letter of Bond Counsel appended hereto as Exhibit B.  A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of said employment and of the fees herein designated, and the Director of Finance is hereby empowered and directed to provide for payment of the work herein specified upon completion thereof and under the conditions herein enumerated.

 

                  SECTION 10.   Appointment of Municipal Advisor. The Issuer hereby retains Argent Institutional Services, of Ruston, Louisiana, to act as its Municipal Advisor (“MA”) pursuant to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules promulgated thereunder by the Securities and Exchange Commission.  The Issuer hereby acknowledges that it is represented by the MA and will rely upon the advice of the MA with respect to the Bonds. The fee to be paid the MA shall be payable solely from the proceeds of the Bonds when and if issued, and the amount thereof shall be subject to the approval of the State Bond Commission. The President is hereby authorized and directed to execute an appropriate contract with the MA.

 

SECTION 11.   Declaration of Official Intent.  Prior to the delivery of the Bonds, the Governing Authority anticipates that it may pay a portion of the costs of the projects from the General Fund.  The projects include those purposes set forth in the proposition herein.  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.             

 

                  And the resolution was declared adopted on this, the 9th day of January, 2018.

 

 

               /s/ Nason “Tony” Authement                                                 /s/ W. K. Breazeale              

                             Secretary                                                                      President


                                                                                                                                 EXHIBIT "A"

 

NOTICE OF SPECIAL ELECTION

 

                  Pursuant to the provisions of a resolution adopted by the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana (the "District"), on January 9, 2018, NOTICE IS HEREBY GIVEN that special election will be held within the District on SATURDAY, APRIL 28, 2018, and that at the said election there will be submitted to all registered voters in the District qualified and entitled to vote at the said election under the Constitution and Laws of the State of Louisiana and the Constitution of the United States, the following proposition, to-wit:

 

LECOMPTE-LAMOURIE-WOODWORTH SCHOOL DISTRICT NO. 57

PROPOSITION

(BOND)

 

Shall Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana (the "District"), incur debt and issue bonds not exceeding $6,000,000, in one or more series, to run not exceeding 20 years from date thereof, with interest at a rate not exceeding eight 8% per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the District and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which bonds will be general obligations of the District and will be payable from ad valorem taxes to be levied and collected in the manner provided by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974 and statutory authority supplemental thereto, with an estimated increase of 9.50 mills to be levied in the first year of issue above the 17 mills currently being levied to pay General Obligation Bonds of the District?

 

                  Said special election will be held at the polling places for the following precincts:

 

C22(PART)

C23(PART)

C37AK(PART)

C37LZ(PART)

S07(PART)

S13

S14

S15(PART)

S17(PART)

S19(PART)

S20

S21(PART)

S22(PART)

 

                  The polling places for the precincts set forth above are hereby designated as the polling places at which to hold the said election, and the Commissioners-in-Charge and Commissioners, respectively, shall be those persons designated according to law.

 

                  Notice is further given that a portion of the monies collected from the tax described in the Proposition shall be remitted to certain state and statewide retirement systems in the manner required by law.

 

                  The said special election will be held in accordance with the applicable provisions of Chapter 5 and Chapter 6-A of Title 18 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, and the officers appointed to hold the said election, as provided in this Notice of Special Election, or such substitutes therefor as may be selected and designated in accordance with La. R.S. 18:1287, will make due returns thereof to said Governing Authority, and NOTICE IS HEREBY FURTHER GIVEN that the Governing Authority will meet at its regular meeting place, the Parish School Board Office Building, 619 Sixth Street, Alexandria, Louisiana, on TUESDAY, JUNE 5, 2018, at FIVE O'CLOCK (5:00) P.M., and shall then and there in open and public session proceed to examine and canvass the returns and declare the results of the said special election.  All registered voters of the District are entitled to vote at said special election and voting machines will be used.                    

                  THUS DONE AND SIGNED at Alexandria, Louisiana, on this, the 9th day of January, 2018.

 

 

ATTEST:                                                                                            /s/ W. K. Breazeale              

                                                                                                                 President

 

               /s/ Nason “Tony” Authement              

                             Secretary

 

                                                                                                                                     EXHIBIT B

                                                                                                                                                     

ENGAGEMENT LETTER

 

 

                                                                  January 9, 2018

 

Ms. Elizabeth A. Domite, Director of Finance

Rapides Parish School Board

Alexandria, Louisiana

 

Re: Proposed General Obligation School Bonds of Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana

 

Dear Liz:

 

The purpose of this engagement letter is to set forth certain matters concerning the role we will serve and the legal services we will provide as bond counsel to Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana (the "Issuer") in connection with the issuance of the captioned bonds (the "Bonds"). We understand that the Bonds will be issued for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the District and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, and paying the costs of issuance of the Bonds (the "Project").

 

As bond counsel, we will prepare and submit to the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of the Issuer for adoption all of the legal proceedings required for the authorization, issuance, sale and delivery of the Bonds and provide advice of a traditional legal nature as to the issuance and sale of the Bonds. Our job is principally to render certain opinions to the Issuer regarding (i) the validity of the Bonds under applicable Louisiana law, (ii) the exemption of interest paid on the bonds from federal and/or state taxes, and (iii) other matters as may be applicable. The bond opinion will be based on facts and law existing as of its date. In rendering such opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to our firm without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the Issuer with applicable laws and other resolutions relating to the Bonds. During the course of this engagement, we will rely upon the staff of the Issuer and the members of the Governing Authority to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds.

 

In our engagement as bond counsel, we will:

 

Confer with members of the working group, including you and other officials of the Issuer, relating to the Project and review legal issues relating to the structure of the Bond issue;

 

Prepare the Issuing Bond Resolution and all related financing documents (collectively, the "Bond Documents");

 

As requested, attend meetings of the Governing Authority at which the Bond Documents are adopted, including (as applicable) preparation of notices;

Prepare the application for approval of the issuance of the Bonds by the State Bond Commission and attend the State Bond Commission meeting at which such approval will be considered;

 

Prepare the closing index and various closing certificates, including the Tax Compliance Certificate and legal opinion, and supervise the execution of certain closing documents by the various parties thereto;

 

Prepare and file Internal Revenue Service Form 8038-G, as required by Federal law;

 

Prepare the Bonds and supervise their execution and authentication,

 

Prepare complete transcripts of record covering the issuance of the Bonds and furnishing the transcripts to various parties in connection therewith; and

 

Submit post-closing reports to the State Bond Commission, if required.

 

Our fee as bond counsel is based upon the terms, structure, size and schedule of the financing, the services provided, and the responsibilities assumed; however, our fee will not exceed that permitted by guidelines set forth by the Attorney General of the State of Louisiana and is subject to his approval. Our fee as bond counsel is a "contingent fee", meaning you are required to pay for our legal services only in the event the Bonds are actually sold and delivered.

 

In addition to our services provided as Bond Counsel, we will prepare an official statement with respect to the sale of the Bonds in connection with the working group.  The costs associated with the preparation of the official statement will be invoiced separately from our fee as Bond Counsel as approved by the Louisiana State Bond Commission.

 

Other vendors or members of the working group may charge additional fees or costs for their services.

 

We will continue to serve as bond counsel until the delivery of the Bonds; however, the Issuer and our firm each have the right to terminate this engagement at any time after providing reasonable advanced written notice, subject to the applicable rules of professional responsibility. Upon conclusion or termination of our representation of the Issuer, papers and property furnished by the Issuer will be returned promptly upon request.

 

Please note that we are not municipal advisors, and we do not render financial advice or other financial services to the Issuer; however, in the course of providing traditional legal services, we may provide factual information that is not specifically tailored to the Bonds or that does not rise to the level of a recommendation concerning a course of action. We will, however, analyze, discuss and advise the Issuer regarding the legal ramifications of the structure, timing, terms and other provisions of the Bonds, as these functions are essential to developing a plan of finance.

 

On behalf of the Issuer, you have represented to us that in connection with the issuance of the Bonds the Issuer is represented by, and with respect to financial matters will rely on the advice of, Argent Institutional Services, an independent registered municipal advisor under the rules promulgated by the Securities and Exchange Commission. By obtaining such representation from you, our firm is not a municipal advisor and is not subject to the fiduciary duty established in Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended.

Applicable ethical rules in Louisiana prohibit us from undertaking this representation if we represent another party that is directly adverse to the Issuer or if there is a significant risk that other considerations will materially limit our representation of the Issuer. As you are aware, our firm represents many political subdivisions, including others in Rapides Parish. At this time, we do not believe any other current or past engagement of our firm adversely affects our ability to represent the Issuer as provided in this letter; however, we invite you to discuss any concerns you have with us.

 

If this letter is acceptable to the Issuer, please so indicate by executing where indicated below and returning a copy to us, retaining the original for your files. We appreciate the opportunity to serve the Issuer and look forward to working with you.

 

Foley & Judell, L.L.P.

 

By: ________________________________

           C. Grant Schlueter, Partner

Accepted and Approved:

Lecompte-Lamourie-Woodworth School District

 No. 57 of Rapides Parish, Louisiana

 

By:   _____________________________

Name: Elizabeth A. Domite

Title: Director of Finance

Dated: January 9, 2018

 

STATE OF LOUISIANA

PARISH OF RAPIDES

                  I, the undersigned Secretary of the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), the governing authority of Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana (the "District"), do hereby certify that the foregoing pages constitute a true and correct copy of the proceedings taken by the Governing Authority on January 9, 2018, ordering and calling a special election to be held in Lecompte-Lamourie-Woodworth School District No. 57 of Rapides Parish, Louisiana, to authorize the incurring of debt and issuance of bonds therein; making application to the State Bond Commission in connection therewith; and provid­ing for other matters in connection there­with.

                  IN FAITH WHEREOF, witness my official signature at Alexandria, Louisiana, on this, the 9th day of January, 2018.

 

                                                                                     ____________________________________

                                                                                                                 Secretary

 

____________________

 

                        A motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to revisit the Resolution approved at the November Board meeting on the ability of students to play immediately in athletics upon transfer to a new school. (Item 25)

            Dr. Karl Carpenter and Mr. Alan LaCombe presented information to the Board and discussion ensued.

 

            A substitute motion was made by Mr. Wilton Barrios and seconded by Mr. Keith Breazeale to withdraw the RPSB support of the new LHSAA proposed policy that was voted on at November 7, 2017 Board meeting.        

            Discussion ensued.

 

                        On roll call the vote on the substitute motion was as follows:
           
AYE:                Mr. Barrios, Mr. McCall, Mr. Rodriguez

NAY:                Mr. Crooks, Dr. Chapman, Mr. Berry, Mr. Breazeale

 

ABSENT:          None

           

ABSTAIN:         Mr. Allen, Mrs. Franklin

 

THE SUBSTITUTE MOTION FAILED.

 

____________________

 

         Let the record reflect that Mr. Darrell Rodriguez left the meeting at this time.

 

____________________

A motion was made by Mr. Steve Berry and seconded by Mr. Willard McCall to approve a Professional Services Contract with Achieve3000 for professional development services($13,200.00) and implementation resources for teachers and students ($600.00) for the period of December 15, 2017 through June 30, 2018 and authorize the Board President to sign any and all documentation in connection therewith. (Item 10)

 

                        Discussion ensued.

 

                        An amended motion was made by Mr. Steve Berry and seconded by Mr. Willard McCall to approve a Professional Services Contract with Achieve3000 for professional development services ($13,200.00) and implementation resources for teachers ($600.00) for the period of December 15, 2017 through June 30, 2018 and authorize the Board President to sign any and all documentation in connection therewith.


                        On roll call the vote on the amended motion was as follows:
           
AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT: Mr. Rodriguez

____________________

 

                        Let the record reflect that Mr. Darrell Rodriguez returned to the meeting at this time.

 

                        Let the record reflect that Mr. John Allen left the meeting at this time.

____________________


                        A motion was made by Mr. Gerald Crooks and seconded by Mr. Darrell Rodriguez
for approval to purchase Rosetta Stone Foundations for K-12 (Silver), a fixed term license for online access to language lessons, solo activities and stories in one of all commercially available languages and all available levels for use on Windows and Mac Computers, including administrator tools and access to all product specific mobile applications for IOS or select Android devices. (Item 11)

 

                        Mr. Bill Higgins presented information to the Board and discussion ensued.

                        On roll call the vote was as follows:
           
AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          Mr. Allen

____________________

 

 

                        A motion was made by Dr. Stephen and seconded by Mr. Darrell Rodriguez to Renew Inter-Agency Agreement with Lifeshare Blood Centers to allow blood donation drives to collect blood from students, faculty, and staff at District Schools and authorize the Board President to sign said renewal letter for a one (1) year period (under same terms and conditions due to lapse 2-4-18). (Item 12)

 

                        Discussion ensued.

                        Let the record reflect that Mr. John Allen returned to the meeting at this time.

 

                        On motion by Dr. Stephen Chapman and seconded by Mr. Darrell Rodriguez, the Board voted to Renew Inter-Agency Agreement with Lifeshare Blood Centers to allow blood donation drives to collect blood from students, faculty, and staff at District Schools and authorize the Board President to sign said renewal letter for a one (1) year period (under same terms and conditions due to lapse 2-4-18).

 

                        Let the record reflect that Mr. John Allen voted to “ABSTAIN”.

____________________

 

 

                        A motion was made by Dr. Stephen Chapman and seconded by Mr. Willard McCall to discuss a recent interest in procuring a sub-divided portion of the J. S. Slocum Campus, the possibility of declaring all or a sub-divided portion of the J. S. Slocum Campus surplus and should the Board choose to offer, direct staff to solicit for sealed bids and/or dispose in accordance with State Statutes. (Item 13)

 

                        Discussion ensued.

 

                        A substitute motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to defer item 13 to the January Finance Committee.

 

                        Discussion ensued.

On the substitute motion made by Mr. Steve Berry and seconded by Dr. Stephen Chapman, the Board voted unanimously to defer item 13 to the January Finance Committee.

 

____________________

 

                        A motion was made Mr. Darrell Rodriguez and seconded by Mr. Steve Berry to approve the Alio Maintenance Renewal for Financial Accounting, Human Resources, LA State Reporting, Federal ACA Reporting, and Oracle DataBase and authorize the Board President to sign any documentation with regards to said renewal. (Item 14)

 

                        Discussion ensued.

 

On roll call the vote was as follows:                                           
           
AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale


NAY:                None

 

ABSENT:          None

____________________

                       

                        A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to  approve Interfund Loan from the General Fund to District 11 Rigolette Technology Fund in the amount of $10,000.00 from November 30, 2017 until funds are sufficient to pay, February 1, 2018. (Item 15)

                        Discussion ensued.

 

                        On roll call the vote was as follows:

                                                                                                                          
AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

____________________

 

                        A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to authorize the secretary to solicit formal quotes for “Replacement of Chiller at W. O. Hall Elementary” (RFQ 18-33) and authorize the Executive Committee and/or the Superintendent and Central Office Staff to receive the quotes and a recommendation to be made to the Board. (Item 16)

 

Information was presented to the Board and discussion ensued.

 

                        On roll call the vote was as follows:

           

AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

____________________

           

                        A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to ratify and confirm written quotes received for “Replacement of Chiller at Julius Patrick Elementary” RFQ #18-31 on Wednesday, December 20, 2017 at 10:00 a.m. by the Central Office Staff and award project to the lowest responsive and responsible contractor and authorize the Board President to sign any documentation in connection therewith accordingly to policy DJED. (Item 17)

 

                        Discussion ensued.

 

                        A substitute motion was made by Dr. Stephen Chapman and seconded by Mr. Gerald Crooks to ratify and confirm written quotes received for “Replacement of Chiller at Julius Patrick Elementary” RFQ #18-31 on Wednesday, December 20, 2017 at 10:00 a.m. by the Central Office Staff and award project to the lowest responsive and responsible contractor and authorize the Board President to sign any documentation in connection therewith accordingly to policy DJED and to award to Mechanical Cooling Services in the amount of $42,000.

                        Discussion ensued.

 

                        On roll call the vote on the substitute motion was as follows:

           

AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

____________________

 

                        A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to ratify and confirm bids(s) received for “Replacement of S. M. Brame Middle School Roof” (Bid No. 18-25) on Tuesday, January 9, 2018 at 10:00 a.m. by the Central Office Staff and award bid to the lowest responsive and responsible bidder contingent on low bidder meeting all LA Public Bid Law and contract document requirements and specifications and authorize the Board President to sign any documentation in connection therewith. (Item 18)

                        Discussion ensued.

 

                        A substitute motion was made by Dr. Stephen Chapman and seconded by Mr. Darrell Rodriguez to ratify and confirm bids(s) received for “Replacement of S. M. Brame Middle School Roof” (Bid No. 18-25) on Tuesday, January 9, 2018 at 10:00 a.m. by the Central Office Staff and award bid to the lowest responsive and responsible bidder contingent on low bidder meeting all LA Public Bid Law and contract document requirements and specifications and authorize the Board President to sign any documentation in connection therewith and award to Mid-Western Commercial Roofers and add Alternate #1, #2, and #3 in the total amount of $550,430.
 

Discussion ensued.

 

                        On roll call the vote on the substitute motion was as follows:

           

AYE:                Mr. Crooks, Dr. Chapman, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

ABSTAIN:         Mr. Barrios

____________________


                        A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to review and adopt the evaluation instrument presented by the Superintendent to conduct his annual evaluation. (Item 19)    

                        Discussion ensued.

 

                        A substitute motion was made by Dr. Stephen Chapman and seconded by Mr. Wilton Barrios to adopt the evaluation instrument presented by the Superintendent and for each Board Member to complete the evaluation and turn in on or before the Executive Committee meeting on January 29, 2018 and conduct the annual evaluation at the February Board Meeting on February 6, 2018.

                        Discussion ensued.

 

                        A second substitute motion was made by Mr. John Allen and seconded by Mr. Darrell Rodriguez for Board Members to be able to add additional information in the rubrics and to get input from the community and bring back to the Personnel Committee and then to the Executive Committee.

 

                        Discussion ensued.

 

                        Mr. John Allen withdrew his substitute motion and discussion ensued.

 

                        On roll call the vote on the first substitute motion was as follows:

           

AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

 

ABSTAIN:         Mr. Allen

____________________

 

                        A motion was made by Mr. Steve Berry and seconded by Mr. Willard McCall to approve a change to our existing internet access contract and authorize the Board President to sign any documentation with regards to said change, pending legal approval. (Item 23)

                        Discussion ensued.

 

                        On roll call the vote was as follows:

           

AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

____________________

 

                        A motion was made by Mr. Gerald Crooks and seconded by Mr. Steve Berry to approve an Intergovernmental Agreement (IGA) between the Rapides Parish School Board and The Louisiana Army National Guard Youth Challenge Course Choice and Credit Recovery Program and authorize the Board President to sign any required documentation pending review by the Board Attorney. (Item 24)

 

                        Discussion ensued.

 

                        An amended motion was made by Mr. Gerald Crooks and seconded by Mr. Steve Berry to approve an Intergovernmental Agreement (IGA) between the Rapides Parish School Board and The Louisiana Army National Guard Youth Challenge Course Choice and Credit Recovery Program and authorize the Board President to sign any required documentation pending review by the Board Attorney and to delete the amount and the funding.

 

                        Discussion ensued.      

 

                        On roll call the vote on the amended motion was as follows:

           

AYE:                Mr. Crooks, Dr. Chapman, Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Allen, Mr. Rodriguez, Mrs. Franklin, Mr. Breazeale

NAY:                None

 

ABSENT:          None

____________________

 

                        Let the record reflect that Mr. John Allen and Mrs. Sandra Franklin left the meeting at this time.

____________________

 

 

                        A motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to allow Sims Enterprises Training Institute to distribute flyers to bus drivers. (Item 26)

                        Discussion ensued.      

 

                        On roll call the vote was as follows:

           

AYE:                Mr. Barrios, Mr. Berry, Mr. McCall, Mr. Breazeale

NAY:                Mr. Crooks, Dr. Chapman, Mr. Rodriguez,

 

ABSENT:          Mr. Allen, Mrs. Franklin

 

THE MOTION WAS ADOPTED BY MAJORITY VOTE.

 

____________________

 

            Pursuant to motion duly carried, the Rapides Parish School Board adjourned.

                                                           

/s/W. K. Breazeale

                                                                                                                    President

 

 ATTEST:

 

 /s/Nason Authement

    Secretary

 

 S E A L