OFFICIAL PROCEEDINGS
OF THE
RAPIDES PARISH SCHOOL BOARD
Alexandria, Louisiana
December 3, 2019
The Rapides Parish School Board of Rapides Parish, Louisiana, met in regular public session at 5:00 o’clock p.m. on Tuesday, December 3, 2019 at the regular meeting place of said board in the Rapides Parish School Board Office, 619 Sixth and Beauregard Streets, in Alexandria, Louisiana.
President Wilton Barrios called the meeting to order and on roll call the following members were present:
Wilton Barrios, President
Darrell Rodriguez, Vice President
Steve Berry, Member
Keith Breazeale, Member
Linda Burgess, Member
Sandra Franklin, Member
Willard McCall, Member
Mark Dryden, Member
Stephen Chapman, Member
Mr. Jeff Powell, Secretary for the Board, was present for the meeting.
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Attorney James Downs was not present for the meeting.
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The Invocation was pronounced by Rev. Christopher Worth of Child Welfare and Attendance after which Mr. Wilton Barrios 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 NOVEMBER 20, 2019)
Alexandria, Louisiana
November 20, 2019
Dear Sir/Madam:
I, Wilton Barrios, 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, DECEMBER 3, 2019
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. Recognize:
a. the Board’s student guest from Tioga High School – Mr. Wilton Barrios
b. Poland Junior High School for the bulletin board display in the lobby of the School Board Office for the month of December 2019 – Mr. Clyde Washington
c. Rapides Parish School Board Artists’ Spotlight – Mr. Jonathan Garrett
d. Jobs for America’s Graduates (JAG) student – Ms. LaRunda Hobbs Pierce
e. KALB/Hixson Autoplex – Golden Apple Award for Teachers of Rapides Parish School District – Mr. Jeff Powell
Leslie Constance – Tioga Junior High School
Katie Riemer – Pineville Junior School
f. Jamie Raborn being named the 2019 School Psychologist of the Year by the Louisiana School Psychological Association – Mrs. Vickie Smith
g. Tioga High School Future Farmers of America (FFA) for competing and earning a bronze medal in the Leadership Development Events (LDF) contest at the 92nd National FFA Convention and Expo on October 30 - November 2, 2019 in Indianapolis, Indiana – Mr. Jeff Powell
5. Consent Agenda: (Set by the Executive Committee but any Board member can request an item to be pulled and added to the main agenda; see pages 3 and 4)
* 6. Motion to hear a report and recommendation from the Board’s Insurance Consultant on negotiations for renewal of Excess Worker’s Compensation Insurance Coverage (expiring 12-31-19) at the December 3, 2019 Regular Meeting and act thereon by awarding on a substitute motion and authorize the Board President and staff to sign any documentation in connection therewith – Mr. Roy Rachal
Source of funding General Fund Amount $98,000 estimate
($.063/$100 - $92,257current)
7. Motion for the administration to give a report on the CTE program with the number of students serviced, dollars spent, and an overall assessment of the program, to be presented at the January Education Committee meeting – Mr. Keith Breazeale
8. Motion for the administration to give a report on the Conservatory program (Bolton) with the number of students serviced, dollars spent, and an overall assessment of the program, to be presented at the January Education Committee meeting - Mr. Keith Breazeale
9. Motion for the administration to give a report on the number of students that the district has lost over the last five (5) years and the number of employees, gained or lost, for that same five (5) years, to be presented at the January Finance Committee meeting – Mr. Keith Breazeale
10. Motion to enter into an Interagency Agreement with The Extra Mile (previously Project Success) to provide support services for students of the Rapides Parish School System and authorize the Board President to sign any necessary documentation in connection therewith – Mr. Clyde Washington
Pages 1-12
11. Motion to authorize the secretary to advertise for bids for “Purchase of Band Uniforms at Tioga High School” (Bid No. 20-36) and authorize the Executive Committee and/or the Superintendent and Central Office Staff to receive bids, a recommendation to be made to the Board and sign documentation connected therewith – Ms. Liz Domite
Source of funding District 11 School Maintenance Fund Amount $70,000 (estimate)
12. Motion to hear the 2020-2021 School Calendar creation process, options and selection timeline – Mr. Jonathan Garrett
13. Motion to hear a report on the Leadership Academy – Mr. Jonathan Garrett
14. Motion to consider and take-action with respect to adopting a Resolution providing for the issuance and Sale of General Obligation School Refunding Bonds, Series 2019 of Forest Hill School District Number 16 of Rapides Parish, Louisiana and providing for other matters in connection therewith – Ms. Liz Domite
Pages 13-51
15. Motion to recommend termination of a food service technician for job abandonment –Ms. Naomi Jones
16. Motion to consider and take-action on Administration’s request to expand the Trinity School - Based Health Clinic site to J. I. Barron under the current approved IAA – Mr. Clyde Washington
Pages 52-58
Consent agenda: (Item 5)
A. Reports:
1. to receive an update on school construction projects – Mr. Clyde Washington
Pages 59-84
B. Action – Minutes
1. to approve the minutes of the 11-5-19 and 11-7-19 meetings of the Board as written and to be published in the official journal, The Town Talk and to approve the 10-15-19 Personnel, Education, Finance Committee and District 62 Committee meetings, the 10-31-19 Discipline Review Committee and the 10-28-19 Executive Committee meeting
C. Action – Education
* 1. to approve the recommended revisions to Policy JGCF (Behavioral Health Services for Students) as recommended by Forethought – Mr. Clyde Washington
Pages 85-90
D. 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
* 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 91-92
* 4. to receive a budget update for General Fund and Food and Nutrition Fund as required by Statewide Agreed Upon Procedures by LA Legislative Auditors – Ms. Liz Domite
Pages 93-97
* 5. 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 98-101
* 6. to approvethe Professional Service Contract to transport and deliver U.S.D.A. commodities from Polar Bear Cold Storage to individual schools in Rapides Parish effective January 6, 2020 through June 30, 2020 – Mrs. Erma Davis
Pages 102-103 Source of funding FNS Amount $24,575.00
* 7. to approve Professional Services Contract for provision of services to students – School Psychologist - Mrs. Vickie Smith
Pages 104-107 Source of funding General Fund Amount $59,063.00
* 8. to approve the renewal of Guide K-12 and authorize the Board President to sign documentation to said renewal - Dr. Luke Purdy
Page 108 Source of funding General Fund Amount $32,450.60
* 9. to approve New Policy EFE (Data Protection and Recovery) as required by the Legislative Auditor and as recommended by Forethought Consulting, Inc. – Ms. Liz Domite
Pages 109-110
* 10. to ratify and confirm proposals received on Thursday, November 7, 2019 at 2:00 P.M. by the Central Office Staff for “Waste Disposal Services” (RFP No. 20-29) and award to the lowest responsive and responsible vendor contingent on low bid/proposal meeting all LA Public Bid Law and contract document requirements and specifications – Ms. Liz Domite
Page 111 Source of funding Various Maintenance Funds Amount $500,000 (estimate)
E. 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
F. Action – Personnel
* 1. receive reports as follows: - Ms. Naomi Jones
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 – Ms. Naomi Jones
* 3. to discuss any personnel complaints that may go before the full board for action - Ms. Naomi Jones
* 4. to approve changes to job descriptions for paraprofessional, CMC paraprofessional, and child specific aide - Ms. Naomi Jones
Pages 112-115
* 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 November 2019
/s/Wilton Barrios
President
ATTEST:
/s/Jeff Powell
Secretary
S E A L
___________________
Public comment was solicited prior to the vote on items during this meeting.
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A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to add to the agenda to authorize the secretary to engage an A/E Professional to engineer, design, develop plans and specifications, advertise, bid and project manage “The Demolition and Reconstruction of ASH Cooling Tower” (Bid No. 20-37) and authorize the Board President to sign the AIA contract in connection therewith and bring a recommendation of award to the Board – Time Sensitive (from District 62).
(Item 17)
Discussion ensued.
On roll call the vote to add was as follow:
AYE: Mr. Dryden, Ms. Burgess, Mrs. Franklin, Mr. Breazeale, Mr. Berry, Mr. McCall, Dr. Chapman, Mr. Rodriguez, Mr. Barrios
NAY: None
ABSENT: None
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A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman to add to the agenda to authorize the secretary to develop plans and specifications, advertise, bid and project manage “The Demolition and Replacement with new – Turnkey, The Chiller Servicing the Old Boys’ Gym at Peabody Magnet High School” (Bid No. 20-39) and bring a recommendation of award to the Board - Time Sensitive (from District 62). (Item 18)
Discussion ensued.
On roll call the vote to add was as follow:
AYE: Mr. Dryden, Ms. Burgess, Mrs. Franklin, Mr. Breazeale, Mr. Berry, Mr. McCall, Dr. Chapman, Mr. Rodriguez, Mr. Barrios
NAY: None
ABSENT: None
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Mr. Wilton Barrios introduced the Board’s student guest, A’melia Perkins, a senior at Tioga High School, who was recognized for her academic and extracurricular achievements.
Also recognized were A’melia’s family and Mr. Alan LaCombe, principal at Tioga High School. (Item 4-a)
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The Board recognized Poland Junior High School for the bulletin board display in the lobby of the School Board Office for the month of December 2019. (Item 4-b)
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The Board recognized Rapides Parish School Board Artists’ Spotlight which featured Bolton High School and Buckeye Elementary School. (Item 4-c)
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The Board recognized Jobs for America’s Graduate (JAG) student, Ciana Allen, along with the JAG-LA Specialist, Mrs. Jessica Rodriguez of Alexandria Senior High School. (Item 4-d)
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The Board recognized KALB/Hixson Autoplex – Golden Apple Award for Teachers of Rapides Parish School District. (Item 4-e)
Mr. Mark Klein gave some remarks at this time.
Leslie Constance – Tioga Junior High School
Katie Riemer – Pineville Junior School
_____________________
The Board and Mrs. Vickie Smith recognized Jamie Raborn being named the 2019 School Psychologist of the Year by the Louisiana School Psychological Association. (Item 4-f)
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The Board recognized Tioga High School Future Farmers of America (FFA) for competing and earning a bronze medal in the Leadership Development Events (LDF) contest at the 92nd National FFA Convention and Expo on October 30 - November 2, 2019 in Indianapolis, Indiana. (Item 4-g)
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A motion was made by Mr. Willard McCall and seconded by Mr. Steve Berry to read the consent agenda. (Item 5)
The agenda was read into the record and discussion ensued.
A motion was made by Mr. Willard McCall and seconded by Mr. Darrell Rodriguez to approve the consent agenda.
On roll call the vote was as follows:
AYE: Mr. Dryden, Ms. Burgess, Mrs. Franklin, Mr. Breazeale, Mr. Berry, Mr. McCall, Dr. Chapman, Mr. Rodriguez, Mr. Barrios
NAY: None
ABSENT: None
Consent agenda: (Item 5)
A. Reports:
1. to receive an update on school construction projects – Mr. Clyde Washington
Pages 59-84
B. Action – Minutes
1. to approve the minutes of the 11-5-19 and 11-7-19 meetings of the Board as written and to be published in the official journal, The Town Talk and to approve the 10-15-19 Personnel, Education, Finance Committee and District 62 Committee meetings, the 10-31-19 Discipline Review Committee and the 10-28-19 Executive Committee meeting
C. Action – Education
* 1. to approve the recommended revisions to Policy JGCF (Behavioral Health Services for Students) as recommended by Forethought – Mr. Clyde Washington
Pages 85-90
D. 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
* 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 91-92
* 4. to receive a budget update for General Fund and Food and Nutrition Fund as required by Statewide Agreed Upon Procedures by LA Legislative Auditors – Ms. Liz Domite
Pages 93-97
* 5. 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 98-101
* 6. to approve the Professional Service Contract to transport and deliver U.S.D.A. commodities from Polar Bear Cold Storage to individual schools in Rapides Parish effective January 6, 2020 through June 30, 2020 – Mrs. Erma Davis
Pages 102-103 Source of funding FNS Amount $24,575.00
* 7. to approve Professional Services Contract for provision of services to students – School Psychologist - Mrs. Vickie Smith
Pages 104-107 Source of funding General Fund Amount $59,063.00
* 8. to approve the renewal of Guide K-12 and authorize the Board President to sign documentation to said renewal - Dr. Luke Purdy
Page 108 Source of funding General Fund Amount $32,450.60
* 9. to approve New Policy EFE (Data Protection and Recovery) as required by the Legislative Auditor and as recommended by Forethought Consulting, Inc. – Ms. Liz Domite
Pages 109-110
* 10. to ratify and confirm proposals received on Thursday, November 7, 2019 at 2:00 P.M. by the Central Office Staff for “Waste Disposal Services” (RFP No. 20-29) and award to the lowest responsive and responsible vendor contingent on low bid/proposal meeting all LA Public Bid Law and contract document requirements and specifications and award to Waste Connections (services as needed) – Ms. Liz Domite
Page 111 Source of funding Various Maintenance Funds Amount $500,000 (estimate)
E. 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
Ø Motion to uphold the original disposition for Sur’ James Pipe.
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
F. Action – Personnel
* 1. receive reports as follows: - Ms. Naomi Jones
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 – Ms. Naomi Jones
* 3. to discuss any personnel complaints that may go before the full board for action - Ms. Naomi Jones
* 4. to approve changes to job descriptions for paraprofessional, CMC paraprofessional, and child specific aide - Ms. Naomi Jones
Pages 112-115
* Denotes that these items have been through committee
____________________
A motion was made by Mr. Darrell Rodriguez and seconded by Dr. Stephen Chapman to hear a report and recommendation from the Board’s Insurance Consultant on negotiations for renewal of Excess Worker’s Compensation Insurance Coverage (expiring 12-31-19) at the December 3, 2019 Regular Meeting and act thereon by awarding on a substitute motion and authorize the Board President and staff to sign any documentation in connection therewith. (Item 6)
Mrs. Carmel Breaux presented information and discussion ensued.
A substitute motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to accept the recommendation of the Board’s Insurance Consultant on Excess Worker’s Compensation Insurance Coverage (expiring 12-31-19) at the December 3, 2019 Regular Meeting and award to Wright and Percy – Alexandria – Star Insurance Co. in the amount of $94,435.00 and authorize the Board President and staff to sign any documentation in connection therewith.
Discussion ensued.
On roll call the vote on the substitute motion was as follow:
AYE: Mr. Dryden, Ms. Burgess, Mrs. Franklin, Mr. Breazeale, Mr. Berry, Mr. McCall, Dr. Chapman, Mr. Rodriguez, Mr. Barrios
NAY: None
ABSENT: None
____________________
A motion was made by Mr. Darrell Rodriguez and seconded by Dr. Stephen Chapman to consider and take-action with respect to adopting a Resolution providing for the issuance and Sale of General Obligation School Refunding Bonds, Series 2019 of Forest Hill School District Number 16 of Rapides Parish, Louisiana and providing for other matters in connection therewith. (Item 14)
Mr. Beck Hanes and Mr. Brennan Black of Foley and Judell presented information to the Board at this time.
A substitute motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry for the RPSB to adopt a Resolution providing for the issuance and Sale of General Obligation School Refunding Bonds, Series 2019 of Forest Hill School District Number 16 of Rapides Parish, Louisiana and providing for other matters in connection therewith.
Discussion ensued.
On roll call the vote on the substitute motion was as follow:
AYE: Mr. Dryden, Ms. Burgess, Mrs. Franklin, Mr. Breazeale, Mr. Berry, Mr. McCall, Dr. Chapman, Mr. Rodriguez, Mr. Barrios
NAY: None
ABSENT: None
RESOLUTION
A resolution providing for the issuance and sale of Two Million Ninety Thousand Dollars ($2,090,000) of General Obligation School Refunding Bonds, Series 2019, of Forest Hill School District Number 16 of Rapides Parish, Louisiana; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for the payment of the principal of and interest on such bonds and the application of the proceeds thereof to the refunding of certain bonds of said District; and providing for other matters in connection therewith.
WHEREAS, pursuant to the provisions of Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, Forest Hill School District Number 16 of Rapides Parish, Louisiana (the "Issuer"), acting through its governing authority, the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), has heretofore issued $3,120,000 of General Obligation School Bonds, Series 2010 (the "Series 2010 Bonds"); and
WHEREAS, the Issuer is authorized to borrow money and issue general obligation bonds payable from ad valorem taxes to refund its outstanding general obligation bonds, pursuant to Part II of Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), and other constitutional and statutory authority; and
WHEREAS, the Issuer has found and determined that the refunding of a portion of the outstanding Series 2010 Bonds, consisting of $2,010,000 of Series 2010 Bonds which mature March 1, 2021 to March 1, 2030, inclusive (the "Refunded Bonds"), would be financially advantageous to the Issuer and would result in a lower effective interest rate on such Refunded Bonds and debt service savings to the Issuer; and
WHEREAS, pursuant to the Act, and other constitutional and statutory authority, it is now the desire of this Governing Authority to adopt this Resolution in order to provide for the issuance of Two Million Ninety Thousand Dollars ($2,090,000) principal amount of its General Obligation School Refunding Bonds, Series 2019, of the Issuer (the "Bonds"), for the purpose of refunding the Refunded Bonds, to fix the details of the Bonds and to sell the Bonds to the purchaser thereof; and
WHEREAS, it is necessary to provide for the application of the proceeds of the Bonds and to provide for other matters in connection with the payment or redemption of the Refunded Bonds; and
WHEREAS, it is necessary that this Governing Authority prescribe the form and content of the Defeasance and Escrow Deposit Agreement providing for the payment of the principal and interest of the Refunded Bonds and authorize the execution thereof as hereinafter provided; and
WHEREAS, in connection with the issuance of the Bonds, it is necessary that provision be made for the payment of the principal and interest of the Refunded Bonds described in Exhibit A hereto, and to provide for the call for redemption of the Refunded Bonds pursuant to a Notice of Defeasance and Call for Redemption substantially in the form attached hereto as Exhibit E; and
WHEREAS, the Issuer desires to fix the details of the Bonds and the terms of the Bonds;
NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Rapides, State of Louisiana, acting as the governing authority of the Issuer, that:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions. The following terms shall have the following meanings unless the context otherwise requires:
"Act" shall mean Part II of Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.
"Bond" or "Bonds" shall mean any or all of the General Obligation School Refunding Bonds, Series 2019 of the Issuer, issued pursuant to the Bond Resolution, as the same may be amended from time to time, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued Bond.
"Bond Obligation" shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.
"Bond Resolution" shall mean this Resolution, as it may be amended and supplemented as herein provided.
"Business Day" shall mean a day of the year other than a day on which banks located in New York, New York and the cities in which the principal offices of the Escrow Agent and the Paying Agent are located are required or authorized to remain closed and on which the New York Stock Exchange is closed.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Costs of Issuance" shall mean all items of expense, directly or indirectly payable or reimbursable and related to the authorization, sale and issuance of the Bonds, including but not limited to printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees and disbursements of consultants and professionals, costs of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, costs and expenses of refunding, premiums for the insurance of the payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of Bonds.
"Debt Service" for any period shall mean, as of the date of calculation, an amount equal to the sum of (a) interest payable during such period on Bonds and (b) the principal amount of Bonds which mature during such period.
"Defeasance Obligations" shall mean (a) cash, or (b) non-callable Government Securities.
"Escrow Agent" shall mean with respect to the Refunded Bonds, Argent Trust Company, of Ruston, Louisiana, or its successor or successors, and any other person which may at any time be substituted in its place pursuant to the Bond Resolution.
"Escrow Agreement" shall mean the Defeasance and Escrow Deposit Agreement dated as of December 18, 2019, between the Issuer and the Escrow Agent, substantially in the form attached hereto as Exhibit B, as the same may be amended from time to time, the terms of which are incorporated herein by reference.
"Executive Officers" shall mean, collectively, the President and the Secretary of the Governing Authority.
"Fiscal Year" shall mean the one-year accounting period commencing on July 1 of each year, or such other one-year period as may be designated by the Governing Authority as the fiscal year of the Issuer.
"Governing Authority" shall mean the Parish School Board of the Parish of Rapides, State of Louisiana, or its successor in function.
"Government Securities" shall mean direct general obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form.
"Interest Payment Date" shall mean March 1 and September 1 of each year, commencing March 1, 2020.
"Issuer" shall mean Forest Hill School District Number 16 of Rapides Parish, Louisiana.
"Outstanding" when used with reference to the Bonds, shall mean, as of any date, all Bonds theretofore issued under the Bond Resolution, except:
(a) Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;
(b) Bonds for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent or an escrow agent in trust for the owners of such Bonds as provided in Section hereof, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to the Bond Resolution, to the satisfaction of the Paying Agent, or waived;
(c) Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to the Bond Resolution; and
(d) Bonds alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in the Bond Resolution or by law.
"Owner" or "Owners" shall mean the Person reflected as registered owner of any of the Bonds on the registration books maintained by the Paying Agent.
"Paying Agent" shall mean Argent Trust Company, in Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Bond Resolution, and thereafter "Paying Agent" shall mean such successor Paying Agent.
"Person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.
"Purchaser" shall mean JPMorgan Chase Bank, N.A., in New Orleans, Louisiana.
"Record Date" shall mean, with respect to an Interest Payment Date, the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a Business Day.
"Refunded Bonds" shall mean the Issuer's $2,010,000 of outstanding General Obligation School Bonds, Series 2010, which mature March 1, 2021 to March 1, 2030, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.
"State" shall mean the State of Louisiana.
SECTION 1.2. Interpretation. In this Bond Resolution, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and (c) the title of the offices used in this Bond Resolution shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.
ARTICLE 2
AUTHORIZATION AND ISSUANCE OF BONDS
SECTION 2.1. Authorization of Bonds; Refunding of Refunded Bonds. (a) This Bond Resolution creates a series of Bonds of the Issuer to be designated "General Obligation School Refunding Bonds, Series 2019, of Forest Hill School District Number 16 of Rapides Parish, Louisiana" and provides for the full and final payment of the principal of and interest on all the Bonds.
(b) The Bonds issued under this Bond Resolution shall be issued for the purpose of refunding the Refunded Bonds through the escrow of a portion of the proceeds of the Bonds, together with other available moneys of the Issuer in Government Securities, in accordance with the terms of the Escrow Agreement, in order to provide for the payment of the principal of, premium, if any, and interest on the Refunded Bonds as they mature or upon earlier redemption as provided in Section hereof.
(c) Provision having been made for the orderly payment until maturity or earlier redemption of all the Refunded Bonds, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Bond Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Bonds, and that accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the Refunded Bonds, except to assure that the Refunded Bonds are paid from the Government Securities and funds so escrowed in accordance with the provisions of the Escrow Agreement.
(d) The Escrow Agreement is hereby approved by the Issuer, and the Executive Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the Issuer substantially in the form of Exhibit B hereof, with such changes, additions, deletions or completions deemed appropriate by such signing officials, and it is expressly provided and covenanted that all of the provisions for the payment of the principal of, premium, if any, and interest on the Refunded Bonds from the special trust funds created under the Escrow Agreement shall be strictly observed and followed in all respects.
SECTION 2.2. Bond Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Bonds by those who shall own the same from time to time, the provisions of this Bond Resolution shall be a part of the contract of the Issuer with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the Owners from time to time of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, each of which Bonds, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Resolution.
SECTION 2.3. Obligation of Bonds. The Bonds shall constitute general obligations of the Issuer, and the full faith and credit of the Issuer is hereby pledged for their payment and for the payment of all the interest thereon. The Issuer is bound under the terms and provisions of law and this Bond Resolution to impose and collect annually, in excess of all other taxes, a tax on all the property subject to taxation within the territorial limits of the Issuer, sufficient to pay the principal of and interest on the Bonds falling due each year, said tax to be levied and collected by the same officers, in the same manner and at the same time as other taxes are levied and collected within the territorial limits of the Issuer. All ad valorem taxes levied by the Issuer in each year for the payment of the Bonds shall, upon their receipt, be transferred to the Governing Authority, which shall have responsibility for the deposit of such receipts and for the investment and reinvestment of such receipts and the servicing of the Bonds and any other general obligation bonds of the Issuer.
SECTION 2.4. Authorization and Designation. Pursuant to the provisions of the Act, there is hereby authorized the issuance of Two Million Ninety Thousand Dollars ($2,090,000) principal amount of Bonds of the Issuer to be designated "General Obligation School Refunding Bonds, Series 2019, of Forest Hill School District Number 16 of Rapides Parish, Louisiana," for the purpose of refunding the Refunded Bonds and paying the Costs of Issuance. The Bonds shall be in substantially the form set forth as Exhibit C hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Bond Resolution.
This Governing Authority hereby finds and determines that upon the issuance of the Bonds, the total outstanding amount of general obligation bonds of the Issuer issued and deemed to be outstanding will not exceed the Issuer's general obligation bond limit.
SECTION 2.5. Denominations, Dates, Maturities and Interest. The Bonds shall be in fully registered form, shall be dated the date of delivery thereof, shall be issued in a single denomination corresponding to the principal amount of $2,090,000, and shall be numbered R-1. The Bonds shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing March 1, 2020, at the interest rate of 2.13%, and shall mature on March 1, 2030.
The principal of the Bonds is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the principal office of the Paying Agent, upon presentation and surrender thereof. Interest on the Bonds is payable by check mailed on or before the Interest Payment Date by the Paying Agent to the Owner thereof (determined as of the close of business on the Record Date) at the address of such Owner as it appears on the registration books of the Paying Agent maintained for such purpose.
Except as otherwise provided in this Section, Bonds shall bear interest from date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, provided, however, that if and to the extent that the Issuer shall default in the payment of the interest on any Bonds due on any Interest Payment Date, then all such Bonds shall bear interest from the most recent Interest Payment Date to which interest has been paid on the Bonds, or if no interest has been paid on the Bonds, from their dated date.
The person in whose name any Bond is registered at the close of business on the Record Date with respect to an Interest Payment Date shall in all cases be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.
ARTICLE 3
GENERAL TERMS AND PROVISIONS OF THE BONDS
SECTION 3.1. Exchange of Bonds; Persons Treated as Owners. The Issuer shall cause books for the registration and for the registration of transfer of the Bonds as provided in this Bond Resolution to be kept by the Paying Agent at its principal office, and the Paying Agent is hereby constituted and appointed the registrar for the Bonds. At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the Issuer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.
All Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form and with a guaranty of signature satisfactory to the Paying Agent, duly executed by the Owner or his attorney duly authorized in writing.
The Bonds may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bond or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bond after receipt of the Bond to be transferred in proper form. Such new Bond shall be in an authorized denomination. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date.
No service charge to the Owners shall be made by the Paying Agent for any exchange or registration of transfer of Bonds. The Paying Agent may require payment by the person requesting an exchange or registration of transfer of Bonds of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.
The Issuer and the Paying Agent shall not be required to issue, register the transfer of or exchange any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date.
All Bonds delivered upon any registration of transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Bond Resolution as the Bonds surrendered.
Prior to due presentment for registration of transfer of any Bond, the Issuer and the Paying Agent, and any agent of the Issuer or the Paying Agent may deem and treat the person in whose name any Bond is registered as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary.
SECTION 3.2. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated or be improperly cancelled, or be destroyed, stolen or lost, the Issuer may in its discretion adopt a resolution and thereby authorize the issuance and delivery of a new Bond in exchange for and substitution for such mutilated or improperly cancelled Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Owner (i) furnishing the Issuer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the Issuer and the Paying Agent, (ii) giving to the Issuer and the Paying Agent an indemnity bond in favor of the Issuer and the Paying Agent in such amount as the Issuer may require, (iii) complying with such other reasonable regulations and conditions as the Issuer may prescribe and (iv) paying such expenses as the Issuer and the Paying Agent may incur. All Bonds so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section hereof. If any Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Bond issued pursuant to this Section shall constitute an original, additional, contractual obligation on the part of the Issuer, whether or not the lost, stolen or destroyed Bond be at any time found by anyone. Such duplicate Bond shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause:
"This bond is issued to replace a lost, cancelled or destroyed bond under the authority of R.S. 39:971 through 39:974."
Such duplicate Bond may be signed by the facsimile signatures of the same officers who signed the original Bonds, provided, however, that in the event the officers who executed the original Bonds are no longer in office, then the new Bonds may be signed by the officers then in office. Such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment as provided herein with respect to all other Bonds hereunder, the obligations of the Issuer upon the duplicate Bonds being identical to its obligations upon the original Bonds and the rights of the Owner of the duplicate Bonds being the same as those conferred by the original Bonds.
SECTION 3.3. Cancellation of Bonds. All Bonds paid either at or before maturity, together with all Bonds purchased by the Issuer, shall thereupon be promptly cancelled by the Paying Agent. The Paying Agent shall thereupon promptly furnish to the Secretary of the Governing Authority an appropriate certificate of cancellation.
SECTION 3.4. Execution. The Bonds shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the Executive Officers, and the corporate seal of the Issuer (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Said officers shall, by the execution of the Bonds, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Bonds or any legal opinion certificate thereon, and the Issuer may adopt and use for that purpose the facsimile signature of any person or persons who shall have been such officer at any time on or after the date of such Bond, notwithstanding that at the date of such Bond such person may not have held such office or that at the time when such Bond shall be delivered such person may have ceased to hold such office.
SECTION 3.5. Registration by Paying Agent. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Resolution unless and until a certificate of registration on such Bond substantially in the form set forth in Exhibit C hereto shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.
SECTION 3.6. Recital of Regularity. This Governing Authority, having investigated the regularity of the proceedings had in connection with this issue of Bonds, and having determined the same to be regular, the Bonds shall contain the following recital, to-wit:
"It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State."
ARTICLE 4
SINKING FUND; PAYMENT OF BONDS
SECTION 4.1. Sinking Fund. (a) For the payment of the principal of and the interest on the Bonds, the Issuer will maintain a special fund, to be held by the regularly designated fiscal agent of the Issuer (the "Sinking Fund"), into which the Issuer will deposit the proceeds of the aforesaid tax described in Section hereof and no other moneys whatsoever (except for interest earnings thereon). The depository for the Sinking Fund shall transfer from the Sinking Fund to the Paying Agent at least one (1) day in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest falling due on such date.
(b) All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Bond Resolution shall constitute sacred funds for the benefit of the Owners of the Bonds, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds.
(c) All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be added only to the Sinking Fund. Accrued interest, if any, received upon delivery of the Bonds shall be invested only in Government Securities maturing on or prior to the first Interest Payment Date.
SECTION 4.2. Payment of Bonds. The Issuer shall duly and punctually pay or cause to be paid as herein provided, the principal of every Bond and the interest thereon, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof.
ARTICLE 5
REDEMPTION OF BONDS
SECTION 5.1. Redemption of Bonds. Except as set forth in this section, the Bonds are not callable for redemption prior to their stated maturity date.
The principal of the Bond is subject to mandatory redemption on March 1 of the years and in the principal amounts at a redemption price of par plus accrued interest to the redemption date as follows:
Year Principal
(March 1) Amount
2020 $ 31,000
2021 172,000
2022 176,000
2023 185,000
2024 193,000
2025 202,000
2026 210,000
2027 218,000
2028 225,000
2029 233,000
2030 245,000
*Final Maturity
ARTICLE 6
APPLICATION OF BOND PROCEEDS
SECTION 6.1. Application of Bond Proceeds. As a condition of the issuance of the Bonds, the Issuer hereby binds and obligates itself to:
(a) Deposit irrevocably in trust with the Escrow Agent under the terms and conditions of the Escrow Agreement, as hereinafter provided, an amount of the proceeds derived from the issuance and sale of the Bonds (exclusive of accrued interest), and other moneys accessible to the Issuer for the following purpose, as will enable the Escrow Agent to purchase Government Obligations described in the Escrow Agreement, which shall mature in principal and interest in such a manner as to provide at least the required cash amount on or before each payment date for the Refunded Bonds (said amounts being necessary on each of the designated dates to pay and retire or redeem the Refunded Bonds, including premiums, if any, payable upon redemption). The moneys so deposited with the Escrow Agent shall constitute a trust fund irrevocably dedicated for the use and benefit of the owners of the Refunded Bonds.
(b) Deposit in the Expense Fund established with the Escrow Agent such amount of the proceeds of the Bonds as will enable the Escrow Agent to pay the Costs of Issuance and the costs properly attributable to the establishment and administration of the Escrow Fund on behalf of the Issuer.
ARTICLE 7
SUPPLEMENTAL BOND RESOLUTIONS
SECTION 7.1. Supplemental Resolutions Effective Without Consent of Owners. For any one or more of the following purposes and at any time from time to time, a resolution supplemental hereto may be adopted, which, upon the filing with the Paying Agent of a certified copy thereof, but without any consent of Owners, shall be fully effective in accordance with its terms:
(a) to add to the covenants and agreements of the Issuer in the Bond Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect;
(b) to add to the limitations and restrictions in the Bond Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect;
(c) to surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of the Bond Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Issuer contained in the Bond Resolution;
(d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of the Bond Resolution; or
(e) to insert such provisions clarifying matters or questions arising under the Bond Resolution as are necessary or desirable and are not contrary to or inconsistent with the Bond Resolution as theretofore in effect.
SECTION 7.2. Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section, any modification or amendment of the Bond Resolution or of the rights and obligations of the Issuer and of the Owners of the Bonds hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Bond Obligation at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or redemption price thereof or in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or change the obligation of the Issuer to levy and collect taxes for the payment of the Bonds as provided herein, without the consent of the Owners of all of the Bonds then outstanding, or shall change or modify any of the rights or obligations of the Paying Agent or the Escrow Agent without its written assent thereto. For the purposes of this Section, Bonds shall be deemed to be affected by a modification or amendment of the Bond Resolution if the same adversely affects or diminishes the rights of the Owners of said Bonds.
A supplemental resolution, upon the filing with the Paying Agent of a certified copy thereof, shall become fully effective in accordance with its terms.
ARTICLE 8
TAX AND SECURITIES LAWS COVENANTS
SECTION 8.1. Tax Covenants. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Code to in order to establish, maintain and preserve the exclusion from "gross income" of interest on the Bonds under the Code. The Issuer shall not take any action or fail to take any action, nor shall it permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, to acquire any securities or obligations the acquisition of which would cause any Bond to be an "arbitrage bond" as defined in the Code or would result in the inclusion of the interest on any Bond in "gross income" under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Bonds, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (iii) the use of the proceeds of the Bonds in a manner which would cause the Bonds to be "private activity bonds" under the Code.
The Executive Officers are hereby empowered, authorized and directed to take any and all action and to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section.
SECTION 8.2. Bonds are "Bank-Qualified". The Bonds are designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and determines that:
(a) the Bonds are not private activity bonds within the meaning of the Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinate entities in the calendar year 2019 will not exceed $10,000,000.
.
SECTION 8.3. Disclosure Under SEC Rule 15c2-12. The Issuer will not be required to comply with the continuing disclosure requirements described in Rule 15c2-12 of the Securities and Exchange Commission [17 CFR 240.15c2-12].
ARTICLE 9
REMEDIES ON DEFAULT
SECTION 9.1. Events of Default. If one or more of the following events (in this Bond Resolution called "Events of Default") shall happen, that is to say,
(a) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise; or
(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; or
(c) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in the Bond Resolution, any supplemental resolution or in the Bonds contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by any Owner; or
(d) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law;
then, upon the happening and continuance of any Event of Default the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law.
ARTICLE 10
CONCERNING FIDUCIARIES
SECTION 10.1. Escrow Agent; Appointment and Acceptance of Duties. Argent Trust Company, of Ruston, Louisiana, is hereby appointed Escrow Agent with respect to the Refunded Bonds. The Escrow Agent shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution by executing and delivering the Escrow Agreement.
SECTION 10.2. Paying Agent; Appointment and Acceptance of Duties. The Issuer will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Bond Resolution. The designation of Argent Trust Company, in Ruston, Louisiana, as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by the Bond Resolution by executing and delivering to the Executive Officers a written acceptance thereof. The Governing Authority reserves the right to appoint a successor Paying Agent by filing with the Person then performing such function a certified copy of a resolution or ordinance giving notice of the termination of the agreement and appointing a successor and causing notice to be given to each Owner. Furthermore, the Paying Agent may be removed by the Issuer at any time for any breach of its duties set forth herein, affective upon appointment of a successor Paying Agent as set forth above. Every Paying Agent appointed hereunder shall at all times be a trust company or bank organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority.
ARTICLE 11
MISCELLANEOUS
SECTION 11.1. Defeasance. If the Issuer shall pay or cause to be paid to the Owners of all Bonds then outstanding, the principal and interest to become due thereon, at the times and in the manner stipulated therein and in the Bond Resolution, then the covenants, agreements and other obligations of the Issuer to the Owners shall be discharged and satisfied. In such event, the Paying Agent shall, upon the request of the Issuer, execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the Issuer all moneys, securities and funds held by them pursuant to the Bond Resolution which are not required for the payment of Bonds not theretofore surrendered for such payment.
Bonds or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section. Bonds shall be deemed to have been paid, prior to their maturity, within the meaning and with the effect expressed above in this Section if they have been defeased pursuant to Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, or any successor provisions thereto.
SECTION 11.2. Evidence of Signatures of Owners and Ownership of Bonds. Any request, consent, revocation of consent or other instrument which the Bond Resolution may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of the execution of any such instrument, or of an instrument appointing any such attorney, or the ownership by any person of the Bonds shall be sufficient for any purpose of the Bond Resolution (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:
(1) the fact and date of the execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority;
(2) the ownership of Bonds and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent.
(b) Any request or consent by the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Issuer or the Paying Agent in accordance therewith.
SECTION 11.3. Moneys Held for Particular Bonds. The amounts held by the Paying Agent for the payment due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners of the Bonds entitled thereto.
SECTION 11.4. Parties Interested Herein. Nothing in the Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Issuer, the Paying Agent, the Escrow Agent, and the Owners of the Bonds any right, remedy or claim under or by reason of the Bond Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Bond Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent, the Escrow Agent, and the Owners of the Bonds and the owners of the Refunded Bonds.
SECTION 11.5. No Recourse on the Bonds. No recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or on this Bond Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Bonds.
SECTION 11.6. Successors and Assigns. Whenever in this Bond Resolution the Issuer is named or referred to, it shall be deemed to include its successors and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the Issuer shall bind and enure to the benefit of its successors and assigns whether so expressed or not.
SECTION 11.7. Subrogation. In the event the Bonds herein authorized to be issued, or any of them, should ever be held invalid by any court of competent jurisdiction, the Owner or Owners thereof shall be subrogated to all the rights and remedies against the Issuer had and possessed by the owner or owners of the Refunded Bonds.
SECTION 11.8. Severability. In case any one or more of the provisions of the Bond Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of the Bond Resolution or of the Bonds, but the Bond Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of the Bond Resolution which validates or makes legal any provision of the Bond Resolution or the Bonds which would not otherwise be valid or legal shall be deemed to apply to the Bond Resolution and to the Bonds.
SECTION 11.9. Publication of Bond Resolution. This Bond Resolution shall be published one time in the official journal of the Issuer; however, it shall not be necessary to publish any exhibits hereto if the same are available for public inspection and such fact is stated in the publication.
SECTION 11.10. Execution of Documents. In connection with the issuance and sale of the Bonds, the Executive Officers are each authorized, empowered and directed to execute on behalf of the Issuer such documents, certificates and instruments as they may deem necessary, upon the advice of bond counsel, to effect the transactions contemplated by this Bond Resolution, the signatures of the Executive Officers on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder.
SECTION 11.11. Post-Issuance Compliance. The Executive Officers and/or their designees are directed to establish written procedures to assist the Issuer in complying with various State and Federal statutes, rules and regulations applicable to the Bonds and are further authorized to take any and all actions as may be required by said written procedures to ensure continued compliance with such statutes, rules and regulations throughout the term of the Bonds.
ARTICLE 12
SALE OF BONDS
SECTION 12.1. Sale of Bonds. The Bonds have been awarded to and sold to the Purchaser at the price of par and accrued interest, if any, and under the terms and conditions set forth in the Commitment Letter attached hereto as Exhibit D, and after their execution and authentication by the Paying Agent, the Bonds shall be delivered to the Purchaser upon receipt by the Issuer of the agreed purchase price.
ARTICLE 13
REDEMPTION OF REFUNDED BONDS
SECTION 13.1. Call for Redemption. Subject only to the actual delivery of the Bonds, $2,010,000 principal amount of the Issuer's General Obligation School Bonds, Series 2010, dated June 1, 2010, consisting of all of the Series 2010 Bonds which mature March 1, 2021 to March 1, 2030, inclusive, are hereby irrevocably called for redemption on March 1, 2020, at the principal amount thereof and accrued interest to the call date in compliance with the resolution authorizing their issuance.
SECTION 13.2. Notice of Defeasance and Call for Redemption. In accordance with the resolution authorizing the issuance of the Refunded Bonds, a Notice of Defeasance and Call for Redemption for the Refunded Bonds in substantially the form attached hereto as Exhibit E, shall be sent by the paying agent for the Refunded Bonds to the registered owners as the same appear on the registration books of said paying agent by (i) means of first class mail not less than thirty (30) days prior to the date of redemption or (ii) delivering to the registered owner of each Refunded Bond to be redeemed a copy of the redemption notice via other accepted means of electronic communication.
This resolution having been submitted to a vote, the vote thereon was as follows:
MEMBERS: YEAS: NAYS: ABSENT: ABSTAINING:
Wilton Barrios, Jr. x ______ ______
Steve Berry x ______ ______
Mark Dryden x ______ ______
Willard McCall x ______ ______
Dr. Stephen Chapman x ______ ______
Linda Burgess x ______ ______
Keith Breazeale x ______ ______
Darrell Rodriguez x ______ ______
Sandra Franklin x ______ ______
And the resolution was declared adopted on this, the 3rd day of December, 2019.
/s/ Jeff Powell /s/Wilton Barrios, Jr.
Secretary President
EXHIBIT A
TO BOND RESOLUTION
OUTSTANDING BONDS TO BE REFUNDED
General Obligation School Bonds, Series 2010, dated June 1, 2010, as follows:
DATE INTEREST
(MARCH 1) PRINCIPAL RATE
2021 $160,000 4.000%
2022 165,000 4.000
2023 175,000 4.000
2024 185,000 4.000
2025 195,000 4.000
2026 205,000 4.000
2027 215,000 4.000
2028 225,000 4.125
2029 235,000 4.125
2030 250,000 4.250
$2,010,000
Those bonds maturing March 1, 2021, and thereafter will be called for redemption on March 1, 2020, at the principal amount thereof and accrued interest to the date fixed for redemption.
EXHIBIT B
TO BOND RESOLUTION
DEFEASANCE AND ESCROW DEPOSIT AGREEMENT
This DEFEASANCE AND ESCROW DEPOSIT AGREEMENT, by and between FOREST HILL SCHOOL DISTRICT NUMBER 16 OF RAPIDES PARISH, LOUISIANA (the "Issuer"), appearing herein through the hereinafter named officers, and ARGENT TRUST COMPANY, in Ruston, Louisiana, a Tennessee State Chartered Trust Company formed and validly existing under the authority of the Tennessee Department of Financial Institutions, as escrow agent (the "Escrow Agent"), appearing herein through the hereinafter named officers, which shall be dated as of December 18, 2019.
W I T N E S S E T H:
WHEREAS, the Issuer has heretofore duly authorized and issued its General Obligation School Bonds, Series 2010, of which $2,160,000 is still outstanding (the "2010 Bonds"); and
WHEREAS, the governing authority of the Issuer has found and determined that the refunding of $2,010,000 of the 2010 Bonds which mature March 1, 2021 to March 1, 2030, inclusive (these maturities of the 2010 Bonds are herein referred to as the "Refunded Bonds"), would be financially advantageous to the Issuer and would result in debt service savings; and
WHEREAS, the Issuer has authorized the issuance of $2,090,000 of its General Obligation School Refunding Bonds, Series 2019 (the "Bonds"), for the purpose of refunding the Refunded Bonds, pursuant to a resolution adopted by the Issuer on December 3, 2019 (the "Bond Resolution"); and
WHEREAS, the Bond Resolution provides that a portion of the proceeds from the sale of the Bonds (exclusive of accrued interest thereon) shall be placed in escrow with the Escrow Agent and, together with the interest earned from the investment thereof, will be sufficient to pay the principal of, premium, if any, and interest on the Refunded Bonds through this redemption on March 1, 2020;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and in order to provide for the aforesaid refunding and thereby reduce annual debt service on the Refunded Bonds and lower the effective rate of interest paid with respect to the Issuer's general obligation school bonds, the parties hereto agree as follows:
SECTION 1. Establishment of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund to be known as "Forest Hill School District Number 16 of Rapides Parish, Louisiana, General Obligation School Refunding Bonds, Series 2019, Escrow Fund" (herein called the "Escrow Fund") to be held in trust by the Escrow Agent separate and apart from other funds of the Issuer and the Escrow Agent. Receipt of a true and correct copy of the Bond Resolution is hereby acknowledged by the Escrow Agent, and reference herein to or citation herein of any provision of said Bond Resolution shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if fully set forth herein.
SECTION 2. Deposit to Escrow Fund; Application of Moneys. (a) Concurrently with the issuance and delivery of the Bonds, the Issuer will cause to be deposited with the Escrow Agent the sum of $______________ from the proceeds of the Bonds (the "Bond Proceeds") and a transfer of $___________ from the existing funds of the Issuer (the "Existing Funds"). Such funds will be applied as follows:
(i) $__________ of Bond Proceeds to the Escrow Fund to purchase
the Escrow Obligations (hereinafter defined)
described in Schedule A attached hereto;
(ii) $__________ of Existing Funds to the Escrow Fund to purchase
the Escrow Obligations (hereinafter defined)
described in Schedule A attached hereto;
(iii) $__________ of Existing Funds to the Escrow Fund to establish a
an initial cash deposit;
(iv) $__________ of Bond Proceeds to the Expense Fund created in
in Section 3 hereof; and
(v) $__________ of Existing Funds to the Expense Fund created in Section 3 hereof;
(b) Concurrently with such deposit, the Escrow Agent shall apply the moneys described in (i) and (ii) above to the purchase of the obligations, described in Schedule A attached hereto. The obligations listed in Schedule A hereto and any other direct obligations of the United States Government are hereinafter referred to as the "Escrow Obligations". All documents evidencing the book entries of the Escrow Obligations shall be held by the Escrow Agent and appropriate evidence thereof shall be furnished by the Escrow Agent to the Issuer. As shown in Schedule B attached hereto, the Escrow Obligations shall mature in principal amounts and pay interest in such amounts and at such times so that sufficient moneys will be available from such Escrow Obligations (together with other moneys on deposit in the Escrow Fund) to pay, as the same mature and become due or are redeemed, the principal of, premium, if any, and interest on the Refunded Bonds. The Issuer, on the basis of a mathematical verification of an independent certified public accountant, has heretofore found and determined that the investments described in said Schedule A are adequate in yield and maturity date in order to provide the necessary moneys to accomplish the refunding of the Refunded Bonds.
In the event that, on the date of delivery of the Bonds, there is not delivered to the Escrow Agent any Escrow Obligation described in Schedule A hereto, the Escrow Agent shall accept delivery of cash and/or replacement obligations which are direct, non-callable general obligations of or guaranteed by the United States of America (collectively, "Replacement Obligations") described in paragraph (b) of this Section, in lieu thereof, and shall hold such Replacement Obligations in the Escrow Fund until the Escrow Obligations described in Schedule A which were not delivered on the date of delivery of the Bonds are available for delivery. The Escrow Agent shall return to the supplier thereof any Replacement Obligations in exchange for and upon receipt of the Escrow Obligations set forth in Schedule A for which such Replacement Obligations described in such paragraph (b) were substituted. The Escrow Agent shall have no power or duty to invest any moneys held in the Escrow Fund or to make substitutions of the Escrow Obligations held in the Escrow Fund or to hereafter sell, transfer or otherwise dispose of such Escrow Obligations, except pursuant to the following subparagraph (b).
(c) An obligation shall qualify as a Replacement Obligation or other permitted substitution obligation only if such Replacement Obligations:
i. are in an amount, and/or mature in an amount (including any interest received thereon), which together with any cash or Government Securities substituted for the Escrow Obligations listed in Schedule A hereto is equal to or greater than the amount payable on the maturity date of the Escrow Obligations listed in Schedule A hereto for which the substitution occurred;
ii. mature on or before the next date on which the Government Securities listed in Schedule A hereto which are substituted for will be required for payment of principal of, premium, if any, or interest on the Refunded Bonds; and
iii. the Escrow Agent shall have been provided with (A) a mathematical verification of an independent certified public accountant that the Replacement Obligations are sufficient to pay the principal, interest and premium of the Refunded Bonds as shown on Schedule C and (B) an opinion of nationally recognized bond counsel to the effect that the substitution is permitted hereunder and has no adverse effect on the exclusion from gross income for federal income tax purposes of interest on the bonds or the Refunded Bonds.
To the extent that the Escrow Obligations mature before the payment dates referred to in Schedule C, the Escrow Agent may invest for the benefit of the Issuer such cash in other Escrow Obligations provided that the investment in such other Escrow Obligations mature on or before dates pursuant to Section 6 in such amounts as equal or exceed the Section 6 requirements and that such investment does not cause the Bonds or the Refunded Bonds to be "arbitrage bonds" under the Internal Revenue Code of 1986, as amended.
(d) The Escrow Agent shall collect and receive the interest accruing and payable on the Escrow Obligations and the maturing principal amounts of the Escrow Obligations as the same are paid and credit the same to the Escrow Fund, so that the interest on and the principal of the Escrow Obligations, as such are paid, will be available to make the payments required pursuant to Section 6 hereof.
(e) In the event there is a deficiency in the Escrow Fund, the Escrow Agent shall notify the Issuer of such deficiency, and the Issuer shall immediately remedy such deficiency by paying to the Escrow Agent the amount of such deficiency. The Escrow Agent shall not be liable for any such deficiency, except as may be caused by the Escrow Agent's negligence or willful misconduct.
SECTION 3. Establishment of Expense Fund; Use of Moneys in Expense Fund. There is also hereby created and established with the Escrow Agent a special trust account to pay the Costs of Issuance of the Bonds, as defined in the Bond Resolution (herein called the "Expense Fund") to be held in the custody of the Escrow Agent separate and apart from any other funds of the Issuer and the Escrow Agent, to which the amount of the proceeds derived from the issuance and sale of the Bonds hereinabove set forth are to be deposited. The amounts on deposit in the Expense Fund shall be used for and applied to the payment of the Costs of Issuance of the Issuer in connection with the issuance, sale and delivery of the Bonds and the establishment of the funds hereunder; and pending such disbursement moneys in the Expense Fund shall be invested by the Escrow Agent as directed by the Issuer. Payment of the aforesaid expenses shall be made by the Escrow Agent from the moneys on deposit in such Expense Fund for the purposes listed in Schedule D hereto upon receipt by the Escrow Agent of either an invoice or statement for the appropriate charges, or a written request of the Issuer signed by the Secretary of the Governing Authority, which request shall state, with respect to each payment to be made, the person, firm or corporation to whom payment is to be made, the amount to be paid and the purpose for which the obligation to be paid was incurred. Each such invoice, statement or written request shall be sufficient evidence to the Escrow Agent that the payment requested to be made from the moneys on deposit in such Expense Fund is a proper payment to the person named therein in the amount and for the purpose stated therein, and upon receipt of such invoice, statement or written request, and the Escrow Agent shall pay the amount set forth therein as directed by the terms thereof. When all expenses contemplated to be paid from such Expense Fund have been paid, such fund shall be closed and any balance remaining therein shall be withdrawn by the Escrow Agent and applied by the Issuer to the payment of principal of Bonds next falling due.
SECTION 4. Deposit to Escrow Fund Irrevocable. The deposit of the moneys in the Escrow Fund shall constitute an irrevocable deposit of said moneys in trust exclusively for the benefit of the owners of the Refunded Bonds and such moneys and Escrow Obligations, together with any income or interest earned thereon, shall be held in escrow and shall be applied solely to the payment of the principal of, premium, if any, and interest on the Refunded Bonds as the same mature and become due or are redeemed. Subject to the requirements set forth herein for the use of the Escrow Fund and the moneys and investments therein, the Issuer covenants and agrees that the Escrow Agent shall have full and complete control and authority over and with respect to the Escrow Fund and moneys and investments therein and the Issuer shall not exercise any control or authority over and with respect to the Escrow Fund and the moneys and investments therein.
SECTION 5. Use of Moneys. The Escrow Agent shall apply the moneys deposited in the Escrow Fund and the Expense Fund and the Escrow Obligations, together with any income or interest earned thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder, or to make substitutions of the Escrow Obligations held hereunder or to sell, transfer or otherwise dispose of the Escrow Obligations acquired hereunder, except as provided in 2(b) above. The liability of the Escrow Agent for the payment of the amounts to be paid hereunder shall be limited to the principal of and interest on the Escrow Obligations and cash available for such purposes in the Escrow Fund and the Expense Fund. Any amounts held as cash in the Escrow Fund, or in the Expense Fund shall be held in cash without any investment thereof, not as a time or demand deposit with any bank, savings and loan or other depository.
SECTION 6. Payment of Refunded Bonds. The Escrow Agent shall receive the matured principal of and the interest on the Escrow Obligations as the same are payable. On or before each interest payment date on the Refunded Bonds, the Escrow Agent shall transmit to the Issuer or the paying agent for the Refunded Bonds in immediately available funds, sufficient amounts for the payment of the interest on the Refunded Bonds due on said date and any principal of and redemption premiums on the Refunded Bonds due on said date by reason of the redemption of Refunded Bonds, in accordance with Schedule C attached hereto.
SECTION 7. Notice of Defeasance and Call for Redemption. The Issuer shall cause a Notice of Defeasance and Call for Redemption of the Refunded Bonds to be sent by the paying agent for the Refunded Bonds, by first class mail, postage prepaid, not less than thirty (30) days prior to the date of redemption of the Refunded Bonds to the registered owners as the same appear on the registration books maintained by the paying agent. The Issuer will reimburse the Escrow Agent for any expenses incurred in connection with this Section from moneys other than those in the Escrow Fund.
SECTION 8. Remaining Moneys in Escrow Fund. Upon the retirement of the Refunded Bonds, any amounts remaining in the Escrow Fund shall be paid to the Issuer as its property free and clear of the trust created by the Bond Resolution and this Agreement and shall be transferred to the Issuer.
SECTION 9. Rights of Owners of Refunded Bonds. The escrow trust fund created hereby shall be irrevocable and the owners of the Refunded Bonds shall have a beneficial interest and a first, prior and paramount claim on all moneys and Escrow Obligations in the Escrow Fund until paid out, used and applied in accordance with this Agreement.
SECTION 10. Fees of Escrow Agent. In consideration of the services rendered by the Escrow Agent under this Agreement, the Issuer has paid to the Escrow Agent its reasonable fees and expenses, and the Escrow Agent hereby acknowledges (i) receipt of such payment and (ii) that it shall have no lien whatsoever upon any moneys in the Escrow Fund. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section 10.
The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys and securities deposited therein, the purchase of those Escrow Obligations listed in Schedule A, the retention of the Escrow Obligations or the proceeds thereof or any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any act, omission or error of the Escrow Agent made in good faith and without negligence in the conduct of its duties.
SECTION 11. Enforcement. The Issuer, the paying agent for the Refunded Bonds and the owners of the Refunded Bonds shall have the right to take all actions available under law or equity to enforce this Agreement or the terms hereof.
SECTION 12. Records and Reports. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrow Obligations deposited to the Escrow Fund and all proceeds thereof. With respect to each investment of the proceeds of Escrow Obligations, the Escrow Agent shall record, to the extent applicable, the purchase price of such investment, its fair market value, its coupon rate, its yield to maturity, the frequency of its interest payment, its disposition price, the accrued interest due on its disposition date and its disposition date. Such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Bonds and the Refunded Bonds.
SECTION 13. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of escrow agent hereunder. In such event the Issuer, by appropriate order, and with the prior written consent of the Issuer, shall promptly appoint an escrow agent to fill such vacancy.
Any successor escrow agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor escrow agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor escrow agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor escrow agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor escrow agent a proportional part of the Escrow Agent's fee hereunder.
The Escrow Agent may be removed at any time by an instrument or concurrent instrument in writing delivered to the Escrow Agent by the Issuer.
SECTION 14. Amendments. This Agreement may be amended with the consent of the Issuer and the Escrow Agent (i) to correct ambiguities, (ii) to strengthen any provision hereof which is for the benefit of the owners of the Refunded Bonds or the Bonds or (iii) to sever any provision hereof which is deemed to be illegal or unenforceable; and provided further that this Agreement shall not be amended unless the Issuer shall deliver an opinion of nationally recognized bond counsel, that such amendments will not cause the Refunded Bonds to be "arbitrage bonds". A copy of any amendment shall be provided to the Insurer and any rating agencies which have rated the Bonds.
SECTION 15. Successors Bound. All covenants, promises and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the Issuer, the Escrow Agent and the owners of the Refunded Bonds, whether so expressed or not.
SECTION 16. Louisiana Law Governing. This Agreement shall be governed by the applicable laws of the State of Louisiana.
SECTION 17. Termination. This Agreement shall terminate when all of the Refunded Bonds have been paid as aforesaid and any remaining moneys have been paid to the Issuer.
SECTION 18. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement.
SECTION 19. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be one and the same instrument.
WHEREOF, the parties hereto have executed this Escrow Deposit Agreement as of the day and year first written.
FOREST HILL SCHOOL DISTRICT NUMBER 16 OF RAPIDES PARISH, LOUISIANA
Alexandria, Louisiana
By: ____________________________________
President,
Parish School Board
ATTEST:
By: ____________________________________ (SEAL)
Secretary,
Parish School Board
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Deposit Agreement as of the day and year first written.
ARGENT TRUST COMPANY,
Ruston, Louisiana
By: ____________________________________
Title:
(SEAL)
SCHEDULE A
To Escrow Deposit Agreement
SCHEDULE OF ESCROW SECURITIES PURCHASED WITHBOND PROCEEDS AND EXISTING FUNDS
SCHEDULE B
To Escrow Deposit Agreement
ESCROW CASH FLOW AND PROOF OF SUFFICIENCY
SCHEDULE C
To Escrow Deposit Agreement
DEBT SERVICE ON REFUNDED BONDS
SCHEDULE D
To Escrow Deposit Agreement
COSTS OF ISSUANCE
State Bond Commission Fees
Bond Counsel Fees
Bond Counsel Expenses
Paying Agent Fees
Escrow Agent Fee (Argent Trust)
Municipal Advisor Fee
Publications
Miscellaneous
TOTAL
EXHIBIT C
TO BOND RESOLUTION
NO. R-1 PRINCIPAL AMOUNT $2,090,000
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF RAPIDES
GENERAL OBLIGATION SCHOOL REFUNDING BOND, SERIES 2019
OF THE
FOREST HILL SCHOOL DISTRICT NUMBER 16
OF RAPIDES PARISH, LOUISIANA
Bond Maturity Interest
Date Date Rate
December 18, 2019 March 1, ____ 2.13%
FOREST HILL SCHOOL DISTRICT NUMBER 16 OF RAPIDES PARISH, LOUISIANA (the "Issuer"), promises to pay, to
JPMorgan Chase Bank
or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Bond Date set forth above, or from the most recent interest payment date to which interest has been paid or duly provided for, payable on March 1 and September 1 of each year (each an "Interest Payment Date"), commencing March 1, 2020, at the Interest Rate per annum set forth above until said Principal Amount is paid. The principal of this Bond, upon maturity, is payable in such coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts at the principal corporate trust office of Argent Trust, in Ruston, Louisiana, or any successor thereto (the "Paying Agent"), upon presentation and surrender hereof. Interest on this Bond is payable by check mailed by the Paying Agent to the registered owner. The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the hereinafter defined Bond Resolution, be paid to the person in whose name this Bond is registered at the close of business on the Record Date (which is the 15th calendar day of the month next preceding an Interest Payment Date). Any interest not punctually paid or duly provided for shall be payable as provided in the Bond Resolution.
This Bond is one of an authorized issue of General Obligation School Refunding Bonds, Series 2019, aggregating in principal the sum of Two Million Ninety Thousand Dollars ($2,090,000) (the "Bonds"), said Bonds having been issued by the Issuer pursuant to a resolution adopted by its governing authority on December 3, 2019 (the "Bond Resolution"), for the purpose of refunding all of the callable maturities of the Issuer’s outstanding General Obligation School Bonds, Series 2010, as more fully described in the Bond Resolution, and paying the costs
of issuance of the Bonds, under the authority of Part II of Chapter 4 of Subtitle II of Title 39, as amended, and other constitutional and statutory authority.
The Bonds are issuable as fully registered bonds in the denomination of $1,000, or any integral multiple thereof within a single maturity, exchangeable for an equal aggregate principal amount of Bonds of the same maturity of any other authorized denomination.
Subject to the limitations and requirements provided in the Bond Resolution, the transfer of this Bond shall be registered on the registration books of the Paying Agent upon surrender of this Bond at the principal corporate trust office of the Paying Agent, as Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form and a guaranty of signature satisfactory to the Paying Agent, duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee. Prior to due presentment for transfer of this Bond, the Issuer and the Paying Agent and any agent of either thereof may deem and treat the registered owner hereof as the absolute owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest hereon and for all other purposes, and neither the Issuer nor the Paying Agent shall be affected by any notice to the contrary. Upon any such registration of transfer or exchange, the Paying Agent may require payment of an amount sufficient to cover any tax or other governmental charge in connection therewith.
Except as set forth in this section, the Bonds are not callable for redemption prior to their stated maturity date.
The principal of the Bond is subject to mandatory redemption on March 1 of the years and in the principal amounts at a redemption price of par plus accrued interest to the redemption date as follows:
Year Principal
(March 1) Amount
2020 $ 31,000
2021 172,000
2022 176,000
2023 185,000
2024 193,000
2025 202,000
2026 210,000
2027 218,000
2028 225,000
2029 233,000
2030 245,000
*Final Maturity
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the certificate of registration hereon shall have been signed by the Paying Agent.
This Bond constitutes general obligations of the Issuer, and the full faith and credit of the Issuer is pledged for the payment of this Bond. The Bonds are secured by a special ad valorem tax to be imposed and collected annually in excess of all other taxes on all the property subject to taxation within the territorial limits of the Issuer, under the Constitution and laws of Louisiana, sufficient in amount to pay the principal of this Bond and the interest thereon as they severally mature.
The Issuer shall cause to be kept at the principal corporate trust office of the Paying Agent a register (the "Bond Register") in which registration of the Bonds and of transfers of the Bonds shall be made as provided in the Bond Resolution. This Bond may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. This Bond may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Paying Agent. A new Bond will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for this transferred and assigned Bond after receipt of this Bond to be transferred in proper form. Such new Bond shall be in the same denomination. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date and ending at the close of business on the Interest Payment Date.
The Bond Resolution permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Issuer and the rights of the owners at any time by the governing authority of the Issuer with the consent of the owners of a majority in aggregate principal amount of all Bonds issued and then outstanding under the Bond Resolution, to be determined in accordance with the Bond Resolution.
It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Bond, does not exceed the limitations prescribed by the Constitution and statutes of the State of Louisiana.
IN WITNESS WHEREOF, the Parish School Board of the Parish of Rapides, State of Louisiana, acting as the governing authority of Forest Hill School District Number 16 of Rapides Parish, Louisiana, has caused this Bond to be executed in its name by the manual or facsimile signatures of its President and its Secretary, and a facsimile of its corporate seal to be impressed or imprinted hereon.
FOREST HILL SCHOOL DISTRICT NUMBER 16 OF RAPIDES PARISH, LOUISIANA
Secretary President
Parish School Board Parish School Board
(SEAL)
* * * * * * * * * *
(FORM OF PAYING AGENT'S CERTIFICATE OF REGISTRATION)
This Bond is one of the Bonds referred to in the within mentioned Bond Resolution.
Argent Trust Company,
Ruston, Louisiana
as Paying Agent
Date of Registration:
Authorized Officer
* * * * * * * * * *
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned Assignor hereby sells, assigns and transfers the within bond and all rights thereunder unto the following Assignee:
Name: ________________________________________________________________________
Address: ______________________________________________________________________
_____________________________________________________________________________,
who by its execution below hereby certifies to the Paying Agent that (a) it is (i) an affiliate of the original owner of this Bond, or (ii) a bank, or entity directly or indirectly controlled by a bank, or
under common control with a bank, other than a broker dealer or municipal securities dealer, which certifies that it is a "qualified institutional buyer" as defined in Rule 144A of the Securities Act of 1933, as amended, and (b) it consents to the terms of the Purchaser Letter executed by the original owner of this Bond as referenced in the Resolution.
_________________________, Assignee ________________________, Assignor
By: _________________________ By: ________________________
Its: _________________________ Its: ________________________
Date:______________________
EXHIBIT D
TO BOND RESOLUTION
COMMITMENT LETTER
EXHIBIT E
TO BOND RESOLUTION
NOTICE OF DEFEASANCE AND CALL FOR REDEMPTION
GENERAL OBLIGATION SCHOOL BONDS, SERIES 2010
DATED JUNE 1, 2010
(MATURING MARCH 1, 2021 TO 2030, INCLUSIVE)
OF THE
FOREST HILL SCHOOL DISTRICT NUMBER 16
OF RAPIDES PARISH, LOUISIANA
NOTICE IS HEREBY GIVEN that, pursuant to a resolution adopted on December 3, 2019, by the Parish School Board of the Parish of Rapides, State of Louisiana, acting as the governing authority of Forest Hill School District Number 16 of Rapides Parish, Louisiana (the "Issuer"), there has been deposited with ARGENT TRUST COMPANY, in the City of Ruston, Louisiana (the "Escrow Agent"), as Escrow Agent under a Defeasance and Escrow Deposit Agreement dated as of December 18, 2019 (the "Escrow Deposit Agreement"), between the Escrow Agent and the Issuer, moneys which have been invested in direct, non-callable obligations of the United States of America, in an amount sufficient to assure the availability of sufficient moneys to pay through the redemption date thereof, the principal of and interest on $2,010,000 of the Issuer's outstanding General Obligation School Bonds, Series 2010, dated June 1, 2010, consisting of all of the bonds of said issue which mature March 1, 2021 to March 1, 2030, inclusive (the "Refunded Bonds"), as hereinafter set forth.
In accordance with the provisions of Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, the Refunded Bonds are defeased and deemed to be paid, and will no longer be secured by or entitled to the benefits of the resolution of the Issuer providing for their issuance.
NOTICE IS HEREBY FURTHER GIVEN that the Refunded Bonds are hereby called for redemption on March 1, 2020, at the principal amount thereof and accrued interest to the call date, and being more fully described as follows:
Maturity Principal Interest CUSIP
Date Amount Rates Numbers
March 1, 2021 $160,000 4.000% 753608
March 1, 2022 165,000 4.000 753608
March 1, 2023 175,000 4.000 753608
March 1, 2024 185,000 4.000 753608
March 1, 2025 195,000 4.000 753608
March 1, 2026 205,000 4.000 753608
March 1, 2027 215,000 4.000 753608
March 1, 2028 225,000 4.125 753608
March 1, 2029 235,000 4.125 753608
March 1, 2030 250,000 4.250 753608
$2,010,000
No further interest shall accrue and be payable on the Refunded Bonds from and after March 1, 2020. The Refunded Bonds should not be surrendered for payment until March 1, 2020, and then should be surrendered at Argent Trust Company, as follows:
By Hand, Express Mail
or Courier Service By Mail
Argent Trust Argent Trust
Attn: Lana Patton Attn: Lana Patton
500 E. Reynolds Drive P. O. Drawer 1410
Ruston, Louisiana 71270 Ruston, Louisiana 71270
The CUSIP NUMBERS listed above are provided for the convenience of the bondowners. The Issuer does not certify as to their correctness.
Withholding of 28% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003, unless the Paying Agent has the correct taxpayer identification number (social security or employer identification number) or exemption certificate of the payee.
FOREST HILL SCHOOL DISTRICT NUMBER 16
OF RAPIDES PARISH, LOUISIANA
By:
Secretary
Date: December 18, 2019
Forest Hill School District Number 16 of Rapides Parish, Louisiana Direct Purchase Bank Qualified Tax Exempt Bond, Series 2019 Summary of Terms and Conditions
Addendum - November 26, 2019
This Summary of Terms and Conditions (the “Term Sheet”) is delivered with a commitment letter of even date herewith (the “Commitment Letter”) from JPMorgan Chase Bank, N.A. or its affiliates to the below defined Issuer in connection with the Facility. The terms, covenants and conditions set forth below outline some of the principal provisions of the Bond Documents, but do not provide a full and complete description or exclusive list of all terms, covenants and conditions. This Term Sheet supersedes all previous Term Sheets and oral discussions. Capitalized terms used in this Term Sheet and not otherwise defined herein have the meanings attributed to them in the Commitment Letter. These terms expire on the Date of Delivery provided in the Commitment Letter.
|
Purchaser |
JPMorgan Chase Bank, N.A. (“Bank” or “Purchaser”). |
|
Issuer |
Forest Hill School District Number 16, of Rapides Parish, Louisiana (the “Issuer” or “Borrower”). |
|
Facility/Amount |
A single maturity Bank Qualified Tax-Exempt Bond, in the amount of $2,090,000 (the “Note” or “Facility”). |
|
Purpose |
Proceeds of the Bond would be used to refund a portion of the Issuer’s outstanding General Obligation School Refunding Bonds, Series 2010, and pay costs of issuance of the bonds. |
|
Interest Rates See attached Appendix for additional details |
2.13% |
|
Bond Maturity Date: |
March 1, 2030. |
|
Legal Fees |
Obligor to Pay all Legal Fees of Purchaser. Legal fees will be capped at $5,000. Michael Busada of Butler Snow LLP would be engaged to represent the Purchaser. Mr. Busada’s phone number is (318) 703-5122 and his email is |
Additional customary terms and explanations follow in the attached Appendix
APPENDIX
OTHER PURCHASE REQUIREMENTS
All or Nothing: The Bond would be purchased at 100% of Par on an ‘all or none’ basis.
No Bond Rating: While Purchaser is a bondholder, the Bonds shall not be rated by any rating agency, shall not be initially registered to participate in DTC, shall not contain a CUSIP number and shall not be marketed pursuant to any Official Statement, Offering Memorandum or any other disclosure documentation. The Purchaser shall take physical delivery of the Bond at closing.
INTEREST RATES, PAYMENTS AND FEES
Fixed Interest Rate: The Bond would accrue interest at a fixed rate per annum as set forth below, based upon the tenor selected by the Issuer.
|
Maturity Date |
Indicative Fixed Rate |
|
March 1, 2030 |
2.13% per annum |
Bond Payments /Amortization: Interest would be payable semi-annually each March 1 and September 1, commencing on March 1, 2020
Principal would be payable annually commencing on March 1, 2020
Year Principal
|
3/1/2020 |
$ 31,000 |
|
3/1/2021 |
$ 172,000 |
|
3/1/2022 |
$ 176,000 |
|
3/1/2023 |
$ 185,000 |
|
3/1/2024 |
$ 193,000 |
|
3/1/2025 |
$ 202,000 |
|
3/1/2026 |
$ 210,000 |
|
3/1/2027 |
$ 218,000 |
|
3/1/2028 |
$ 225,000 |
|
3/1/2029 |
$ 233,000 |
|
3/1/2030 |
$ 245,000 |
Total $ 2,090,000
Prepayment: Any prepayment on any date other than the maturity date is subject to breakage costs payable by the Issuer.
Day Basis/Year: 30/360
Maximum Interest
Rate: No limitation would exist in the applicable bond documentation or authorizing resolution that restricts the interest rate to any rate lower than the maximum rate permitted by law.
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Items 7 and 8 were discussed in globo.
A motion was made by Mr. Steve Berry and seconded by Dr. Stephen Chapman for the administration to give a report on the CTE program with the number of students serviced, dollars spent, and an overall assessment of the program, to be presented at the January Education Committee meeting (Item 7); and for the administration to give a report on the Conservatory program (Bolton) with the number of students serviced, dollars spent, and an overall assessment of the program, to be presented at the January Education Committee meeting. (Item 8)
Discussion ensued.
On motion by Mr. Steve Berry and seconded by Dr. Stephen Chapman, the Board voted unanimously for the administration to give a report on the CTE program with the number of students serviced, dollars spent, and an overall assessment of the program, to be presented at the January Education Committee meeting (Item 7); and for the administration to give a report on the Conservatory program (Bolton) with the number of students serviced, dollars spent, and an overall assessment of the program, to be presented at the January Education Committee meeting. (Item 8)
____________________
Item 9 was deleted.
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A motion was made by Mr. Steve Berry and seconded by Mr. Willard McCall to enter into an Interagency Agreement with The Extra Mile (previously Project Success) to provide support services for students of the Rapides Parish School System and authorize the Board President to sign any necessary documentation in connection therewith. (Item 10)
Discussion ensued.
On motion by Mr. Steve Berry and seconded by Mr. Willard McCall, the Board voted unanimously to enter into an Interagency Agreement with The Extra Mile (previously Project Success) to provide support services for students of the Rapides Parish School System and authorize the Board President to sign any necessary documentation in connection therewith.
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A motion was made by Mr. Willard McCall and seconded by Mr. Steve Berry to authorize the secretary to advertise for bids for “Purchase of Band Uniforms at Tioga High School” (Bid No. 20-36) and authorize the Executive Committee and/or the Superintendent and Central Office Staff to receive bids, a recommendation to be made to the Board and sign documentation connected therewith. (Item 11)
Discussion ensued.
On motion by Mr. Willard McCall and seconded by Mr. Steve Berry, the Board voted unanimously to authorize the secretary to advertise for bids for “Purchase of Band Uniforms at Tioga High School” (Bid No. 20-36) and authorize the Executive Committee and/or the Superintendent and Central Office Staff to receive bids, a recommendation to be made to the Board and sign documentation connected therewith.
____________________
A motion was made by Mr. Willard McCall and seconded by Mr. Steve Berry to hear the 2020-2021 School Calendar creation process, options and selection timeline. (Item 12)
Mr. Jonathan Garret presented the calendar to the Board and discussion ensued.
No action was taken.
____________________
A motion was made by Mr. Steve Berry and seconded by Mr. Wilton Barrios to hear a report on the Leadership Academy. (Item 13)
Mr. Jonathan Garret presented information to the Board and discussion ensued.
No action was taken.
____________________
Item 15 was deleted.
____________________
A motion was made by Mr. Darrell Rodriguez and seconded by Mr. Steve Berry to consider and take-action on Administration’s request to expand the Trinity School - Based Health Clinic site to J. I. Barron under the current approved IAA. (Item 16)
Discussion ensued.
On motion by Mr. Darrell Rodriguez and seconded by Mr. Steve Berry, the Board voted unanimously to consider and take-action on Administration’s request to expand the Trinity School - Based Health Clinic site to J. I. Barron under the current approved IAA.
____________________
A motion was made by Mr. Willard McCall and seconded by Dr. Stephen Chapman to authorize the secretary to engage an A/E Professional to engineer, design, develop plans and specifications, advertise, bid and project manage “The Demolition and Reconstruction of ASH Cooling Tower” (Bid No. 20-37) and authorize the Board President to sign the AIA contract in connection therewith and bring a recommendation of award to the Board. (Item 17)
Mr. Roy Rachal presented information to the Board and discussion ensued.
On roll call the vote was as follow:
AYE: Mr. Dryden, Ms. Burgess, Mrs. Franklin, Mr. Breazeale, Mr. Berry, Mr. McCall, Dr. Chapman, Mr. Rodriguez, Mr. Barrios
NAY: None
ABSENT: None
____________________
A motion was made by Mr. Darrell Rodriguez and seconded by Mr. Willard McCall to authorize the secretary to develop plans and specifications, advertise, bid and project manage “The Demolition and Replacement with new – Turnkey, The Chiller Servicing the Old Boys’ Gym at Peabody Magnet High School” (Bid No. 20-39) and bring a recommendation of award to the Board. (Item 18)
Mr. Roy Rachal presented information to the Board and discussion ensued.
On roll call the vote was as follow:
AYE: Mr. Dryden, Ms. Burgess, Mrs. Franklin, Mr. Breazeale, Mr. Berry, Mr. McCall, Dr. Chapman, Mr. Rodriguez, Mr. Barrios
NAY: None
ABSENT: None
____________________
Pursuant to motion duly carried, the Rapides Parish School Board adjourned.
/s/Wilton Barrios
President
ATTEST:
/s/Jeff Powell
Secretary
S E A L