OFFICIAL PROCEEDINGS
OF THE
RAPIDES PARISH SCHOOL BOARD
Alexandria, Louisiana
October 6, 2020
The Rapides Parish School Board of Rapides Parish, Louisiana, met in regular public session at 5:00 o’clock p.m. on Tuesday, October 6, 2020 at the regular meeting place of said board in the Rapides Parish School Board Office, 619 Sixth and Beauregard Streets, in Alexandria, Louisiana.
President Darrell Rodriguez called the meeting to order and on roll call the following members were present:
Darrell Rodriguez, President
Steve Berry, Member
Linda Burgess, Member
Keith Breazeale, Member
Stephen Chapman, Member
Absent: Willard McCall, Vice President (Participated via Zoom)
Absent: Wilton Barrios, Member (Participated via Zoom)
Absent: Sandra Franklin, Member (Participated via Zoom)
Absent: Mark Dryden, Member
Mr. Jeff Powell, Secretary for the Board, was present for the meeting.
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Attorney James Downs was present for the meeting.
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The Invocation was pronounced by Rev. Hebert V. Baptiste, Jr. of Nazarene Baptist Church after which Mr. Darrell Rodriguez 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 OCTOBER 1, 2020)
Alexandria, Louisiana
October 1, 2020
Dear Sir/Madam:
I, Darrell Rodriguez, 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, OCTOBER 6, 2020
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 Oak Hill High School – Mr. Darrell Rodriguez
b. Ruby Wise Elementary for the bulletin board display in the lobby of the School Board Office for the month of October 2020 – Mr. Clyde Washington
c. to recognize the 2020 Elementary, Middle and High School Outstanding Support Employee of the Year - Mr. Clyde F. Washington
d. Recognize Mr. Dennis Stewart, Louisiana Middle School Principal of the Year - Mr. Jonathan Garrett
5. Consent Agenda: Motion to adopt in globo the items listed on the consent agenda (the consent agenda is established by the Board’s Executive Committee and any board member may request that any consent agenda item be considered separately - whether considered in globo or separately, board member and public comment shall be permitted on any item listed on the consent agenda.
Consent agenda: (Item 5) - (These items have gone through Committees)
A. Consent Agenda Reports
1. to receive an update on school construction projects – Mr. Clyde Washington
B. Consent Agenda Action Minutes
1. to approve the minutes of the 9-1-20 meeting of the Board as written and to be published in the official journal, The Town Talk and to approve the 8-18-20 Personnel, Education, Finance Committee meetings, the 8-24-20 Executive Committee meeting
C. Consent Agenda – Action Education
1. to hear a report on Phase 3 regarding COVID. - Mr. Jeff Powell
D. Consent Agenda – 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
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
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
6. to authorize the Board’s Insurance Consultant to initiate renewal negotiations of existing Third Party Claims Administration Services for Worker’s Compensation Claims for the 2021 and 2022 Calendar Year at same annual fee or minimally shall not increase to exceed the CPI, should increases exceed same in final negotiations or services quality decline, the Board directs Consultant to solicit and receive quotes with a recommendation to be made to the Board (contract expiring 12-31-20) – Mr. Roy Rachal
7. to approve Change Order #1 (ADDITIVE CHANGE) on Re-Roofing Press Box and Concessions Building at Pineville High School” (Re: RPSB RFQ #20-47) contract between the Rapides Parish School Board and Bayou Rapides Corporation, increasing the contract sum of $59,234 by $3,413.75 (as built drawings were unavailable, found unforeseen conditions; added 1 x 4 nailer to base of press box, replaced two cement panels and installed 2 x 4 stud wall framing to connect new sloped rafters) and thereby increasing the total contract amount to $62,647.75 and authorize the Board President to sign any documentation in connection therewith – Mr. Roy Rachal
E. Consent Agenda –
1. to uphold the Rapides Parish School Board Discipline Review Committee’s recommendation - Mr. Cottrell Wrenn
2. to receive an update outlining the progress of each student attending the Rapides Alternative Positive Program for Students (RAPPS) - Mr. Cottrell Wrenn
3. to receive a report for students successfully completing the requirements for a performance contract – Mr. Cottrell Wrenn
F. Consent Agenda –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
* 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 1st day of October 2020
/s/Darrell Rodriguez
President
ATTEST:
/s/Jeff Powell
Secretary
S E A L
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Public comment was solicited prior to the vote on items during this meeting.
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A motion was made by Dr. Stephen Chapman and seconded by Ms. Linda Burgess to approve the consent agendas.
A. Consent Agenda Reports
1. to receive an update on school construction projects – Mr. Clyde Washington
B. Consent Agenda Action Minutes
1. to approve the minutes of the 9-1-20 meeting of the Board as written and to be published in the official journal, The Town Talk and to approve the 8-18-20 Personnel, Education, Finance Committee meetings, the 8-24-20 Executive Committee meeting
C. Consent Agenda – Action Education
1. to hear a report on Phase 3 regarding COVID. - Mr. Jeff Powell
D. Consent Agenda – 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
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
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
6. to authorize the Board’s Insurance Consultant to initiate renewal negotiations of existing Third Party Claims Administration Services for Worker’s Compensation Claims for the 2021 and 2022 Calendar Year at same annual fee or minimally shall not increase to exceed the CPI, should increases exceed same in final negotiations or services quality decline, the Board directs Consultant to solicit and receive quotes with a recommendation to be made to the Board (contract expiring 12-31-20) – Mr. Roy Rachal
7. to approve Change Order #1 (ADDITIVE CHANGE) on Re-Roofing Press Box and Concessions Building at Pineville High School” (Re: RPSB RFQ #20-47) contract between the Rapides Parish School Board and Bayou Rapides Corporation, increasing the contract sum of $59,234 by $3,413.75 (as built drawings were unavailable, found unforeseen conditions; added 1 x 4 nailer to base of press box, replaced two cement panels and installed 2 x 4 stud wall framing to connect new sloped rafters) and thereby increasing the total contract amount to $62,647.75 and authorize the Board President to sign any documentation in connection therewith – Mr. Roy Rachal
E. Consent Agenda –Discipline
1. to uphold the Rapides Parish School Board Discipline Review Committee’s recommendation - Mr. Cottrell Wrenn
2. to receive an update outlining the progress of each student attending the Rapides Alternative Positive Program for Students (RAPPS) - Mr. Cottrell Wrenn
3. to receive a report for students successfully completing the requirements for a performance contract – Mr. Cottrell Wrenn
F. Consent Agenda –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
* Denotes that these items have been through committee
____________________
A motion was made by Mr. Keith Breazeale and seconded by Mr. Steve Berry to consider and take-action with respect to adopting a resolution giving preliminary approval to the issuance of General Obligation School Refunding Bonds of Rigolette School District Number 11 of Rapides Parish, Louisiana; making application to the State Bond Commission for approval of said Bonds; and providing for other matters in connection therewith. (Item14)
Discussion ensued.
A substitute motion was made by Mr. Steve Berry and seconded by Ms. Linda Burgess to adopt a resolution giving preliminary approval to the issuance of General Obligation School Refunding Bonds of Rigolette School District Number 11 of Rapides Parish, Louisiana; making application to the State Bond Commission for approval of said Bonds; and providing for other matters in connection therewith.
Discussion ensued.
On roll call the vote on the substitute motion was as follows:
AYE: Ms. Burgess, Mr. Breazeale, Mr. Berry, Dr. Chapman, Mr. Rodriguez
NAY: None
ABSENT: Mr. Dryden
ABSTAIN: Mrs. Franklin, Mr. McCall, Mr. Barrios
RESOLUTION
A resolution giving preliminary approval to the issuance of not exceeding Eleven Million Five Hundred Thousand Dollars ($11,500,000) of General Obligation School Refunding Bonds of Rigolette School District Number 11 of Rapides Parish, Louisiana; making application to the State Bond Commission for approval of said Bonds; employing professionals and providing for other matters in connection therewith.
WHEREAS, Rigolette School District Number 11 of Rapides Parish, Louisiana (the "Issuer") has heretofore issued $15,000,000 of General Obligation School Bonds, Series 2014, dated March 12, 2014 (the "Series 2014 Bonds"); and
WHEREAS, in order to provide debt service savings to benefit taxpayers, the Issuer desires to refund all or any portion of the callable maturities of the Issuer’s outstanding Series 2014 Bonds, pursuant to the provisions of Part II of Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (the "Act"), through the issuance of its refunding bonds; and
WHEREAS, pursuant to the Act, and subject to the approval of the State Bond Commission, the Issuer desires to accomplish the refunding by authorizing the issuance of not exceeding Eleven Million Five Hundred Thousand Dollars ($11,500,000) of its General Obligation School Refunding Bonds (the "Bonds"), to be payable from unlimited ad valorem taxes; and
WHEREAS, the Issuer desires to make formal application to the State Bond Commission for approval of the issuance of the Bonds;
NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Rigolette School District Number 11 of Rapides Parish, Louisiana (the "Issuer"), that:
SECTION 1. Preliminary Approval of the Bonds. Preliminary approval is given to the issuance of not exceeding Eleven Million Five Hundred Thousand Dollars ($11,500,000) of General Obligation School Refunding Bonds (the "Bonds"), of the Issuer, to be issued for the purpose of refunding all or any portion of the callable maturities of the Series 2014 Bonds and paying the costs of issuance of the Bonds, said Bonds to be payable from and secured by unlimited ad valorem taxes now being levied and collected annually in excess of all other taxes on all the property subject to taxation within the territorial limits of the Issuer. The Bonds shall bear interest at a rate or rates not to exceed 4% per annum, which may be issued as taxable or tax-exempt, to be determined by subsequent resolution of this Governing Authority at the time of the sale of the Bonds, and shall mature in annual installments due no later than March 1, 2034. The Bonds shall be issued in fully registered form and shall have such additional terms and provisions as may be determined by this Governing Authority.
SECTION 2. Employment of Bond Counsel. This Governing Authority finds and determines that a real necessity exists for the employment of special counsel in connection with the issuance of the Bonds, and accordingly, Foley & Judell, L.L.P., of New Orleans, Louisiana, as Bond Counsel, is hereby employed to do and perform work of a traditional legal nature as bond counsel with respect to the issuance and sale of said Bonds. Said Bond Counsel shall prepare and submit to this Governing Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of such Bonds, shall counsel and advise this Governing Authority as to the issuance and sale thereof and shall furnish its opinions covering the legality of the issuance of the Bonds. The fee of Bond Counsel for each series of bonds shall be fixed at a sum not exceeding the fee allowed by the Attorney General s fee guidelines for such bond counsel work in connection with the issuance of revenue bonds and based on the amount of said Bonds actually issued, sold, delivered and paid for, plus "out-of-pocket" expenses, said fees to be contingent upon the issuance, sale and delivery of said Bonds. The Chief Financial Officer is hereby authorized and directed to execute, and this Governing Authority hereby agrees to and accepts the terms of, the engagement letter of Bond Counsel appended hereto. A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of said employment and of the fees herein designated, and the Chief Financial Officer is hereby empowered and directed to provide for payment of the work herein specified upon completion thereof and under the conditions herein enumerated without further approval of this Governing Authority.
SECTION 3. State Bond Commission. Application is hereby made to the State Bond Commission, Baton Rouge, Louisiana, for approval of the issuance and sale of the Bonds and for consent and authority to proceed with the issuance and sale of the Bonds as provided above, and Bond Counsel is directed to make application to the State Bond Commission in accordance with the foregoing on behalf of the Governing Authority.
By virtue of applicant/issuer’s application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission’s approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the "State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.", adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.
SECTION 4. Appointment of Underwriter/Placement Agent. Stifel, Nicolaus & Company, Incorporated, of Baton Rouge, Louisiana (the "Underwriter"), is hereby appointed as underwriter/placement agent in connection with refunding the Series 2014 Bonds, any compensation to be subsequently approved by the Issuer and to be paid from the proceeds of the Bonds and contingent upon the issuance of the Bonds; provided that no compensation shall be due to said underwriter/placement agent unless the Bonds are sold and delivered.
SECTION 5. Appointment of Municipal Advisor. The Issuer hereby retains Argent Advisors, Inc., Ruston, Louisiana, to act as its Municipal Advisor ("MA") pursuant to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules promulgated thereunder by the Securities and Exchange Commission. The Issuer hereby acknowledges that it is represented by the MA and will rely upon the advice of the MA with respect to the Bonds. The fee to be paid the MA shall be payable solely from the proceeds of the Bonds when and if issued, and the amount thereof shall be subject to the approval of the State Bond Commission. The Secretary and/or Chief Financial Officer are hereby authorized and directed, to execute any contract the MA may require with respect to the engagement.
SECTION 6. Sale of Bonds. The Bonds are hereby authorized to be sold to the Underwriter, and the President and/or Chief Financial Officer are hereby authorized to execute a Bond Purchase Agreement with the Underwriter (or a Commitment Letter, if privately placed), in form and substance satisfactory to Bond Counsel to the Issuer, provided the sale of the Bonds produces minimum net present value savings (after payment of all costs) in excess of the Minimum Present Value Savings to Refund guidelines of the State Bond Commission.
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
YEA: Linda Burgess; Keith Breazeale; Steve Berry; Dr. Stephen Chapman; Darrell Rodriquez
NAY: None
ABSENT: Mark Dryden
ABSTAIN: Wilton Barrios, Jr.; Sandra Franklin; Willard B. McCall (participated in discussion only via zoom)
And the resolution was declared adopted, on this, the 6th day of October, 2020.
/s/ Jeff Powell /s/ Darrell Rodriguez
Secretary President
EXHIBIT A
FOLEY & JUDELL, L.L.P.
ATTORNEYS AND COUNSELLORS AT LAW
ONE CANAL PLACE ONE AMERICAN PLACE
SUITE 2600 SUITE 1040
365 CANAL STREET 301 MAIN STREET
NEW ORLEANS, LOUISIANA 70130-1138 BATON ROUGE, LOUISIANA 70801
(504) 568-1249 . FAX (504) 565-3900 (225) 923-2476 . FAX (225) 923-2477
October 6, 2020
Ms. Elizabeth A. Domite, Chief Financial Officer
Rapides Parish School Board
619 Sixth Street
Alexandria, Louisiana 71301
Re: Proposed General Obligation Refunding Bonds of Rigolette School District Number 11 of Rapides Parish, Louisiana
Dear Liz:
The purpose of this engagement letter is to set forth certain matters concerning the role we will serve and the legal services we will provide as bond counsel to the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Rigolette School District Number 11 of Rapides Parish, Louisiana (the "Issuer") in connection with the issuance of the captioned bonds (the "Bonds"). We understand that the Bonds will be issued for the purpose described in the resolution adopted by the Governing Authority on October 6, 2020.
As bond counsel, we will prepare and submit to the Governing Authority for adoption all of the legal proceedings required for the authorization, issuance, sale and delivery of the Bonds and provide advice of a traditional legal nature as to the issuance and sale of the Bonds. Our job is principally to render certain opinions to the Issuer regarding (i) the validity of the Bonds under applicable Louisiana law and (ii) other matters as may be applicable. The bond opinion will be based on facts and law existing as of its date. In rendering such opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to our firm without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the Issuer with applicable laws and other resolutions relating to the Bonds. During the course of this engagement, we will rely upon the staff of the Issuer and the members of the Governing Authority to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds.
In our engagement as bond counsel, we will:
· Confer with members of the working group, including you and other officials of the Issuer, relating to the Bonds and review legal issues relating to the structure of the Bond issue;
· Prepare the Issuing Bond Resolution and all related financing documents (collectively, the "Bond Documents");
· Attend meetings of the Governing Authority at which the Bond Documents are adopted;
· Prepare the application for approval of the issuance of the Bonds by the State Bond Commission and attend the State Bond Commission meeting at which such approval will be considered;
· Review any insurance policy in the event the Issuer determines that the Bonds will have credit enhancement;
· Prepare the closing index and various closing certificates and supervise the execution of certain closing documents by the various parties thereto;
· Prepare the Bonds and supervise their execution and authentication;
· Prepare complete transcripts of record covering the issuance of the Bonds and furnishing the transcripts to various parties in connection therewith; and
· Submit applicable post-closing reports to the State Bond Commission.
Our fee as bond counsel is based upon the terms, structure, size and schedule of the financing, the services provided, and the responsibilities assumed; however, our fee will not exceed that permitted by guidelines set forth by the Attorney General of the State of Louisiana and is subject to his approval. Our fee as bond counsel is a “contingent fee,” meaning you are required to pay for our legal services only in the event the Bonds are actually sold and delivered. Other vendors or members of the working group may charge additional fees or costs for their services.
In addition to our services provided as bond counsel, you have requested that we prepare an official statement with respect to the sale of the Bonds in coordination with the working group. The costs associated with the preparation of the official statement will be invoiced separately from our fee as bond counsel as approved by the State Bond Commission.
We will continue to serve as bond counsel until the delivery of the Bonds; however, the Issuer and our firm each have the right to terminate this engagement at any time after providing reasonable advanced written notice, subject to the applicable rules of professional responsibility. Upon conclusion or termination of our representation of the Issuer, papers and property furnished by the Issuer will be returned promptly upon request.
Please note that we are not municipal advisors, and we do not render financial advice or other financial services to the Issuer; however, in the course of providing traditional legal services, we may provide factual information to the Issuer that is not specifically tailored to the Bonds or that does not rise to the level of a recommendation concerning a course of action. We will, however, analyze and advise the Issuer regarding the legal ramifications of the structure, timing, terms and other provisions of the Bonds, as these functions are essential to developing a plan of finance.
On behalf of the Issuer, you have represented to us that in connection with the issuance of the Bonds the Issuer is represented by, and with respect to financial matters will rely on the advice of, Argent Advisors, Inc., a registered municipal advisor under the rules promulgated by the Securities and Exchange Commission. By obtaining such representation from you, our firm is not a municipal advisor and is not subject to the fiduciary duty established in Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended.
Applicable ethical rules in Louisiana prohibit us from undertaking this representation if we represent another party that is directly adverse to the Issuer or if there is a significant risk that other considerations will materially limit our representation of the Issuer. As you are aware, our firm represents the State of Louisiana and many other political subdivisions, including others in Rapides Parish. At this time, we do not believe any other current or past engagement of our firm adversely affects our ability to represent the Issuer as provided in this letter; however, we invite you to discuss any concerns you have with us.
In the interest of facilitating our services to you, we may (i) send documents, information or data electronically or via the Internet or (ii) store electronic documents or data via computer software applications hosted remotely or utilize cloud-based storage. Confidential electronic documents or data of the Issuer may be transmitted or stored using these methods. We may use third party service providers to store or transmit these documents or data. In using these electronic communication and storage methods, we employ reasonable efforts to keep such communications, documents and data secure in accordance with our obligations under applicable laws, regulations, and professional standards; however, the Issuer recognizes and accepts that we have no control over the unauthorized interception or breach of any communications, documents or data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us or by our third party service providers. By acceptance of this letter, the Issuer consents to our use of these electronic devices and applications and submission of confidential client information to or through third party service providers during this engagement.
If this letter is acceptable to the Issuer, please so indicate by executing below and returning a copy to us, retaining an original for your files. We appreciate the opportunity to serve the Issuer and look forward to working with you.
Foley & Judell, L.L.P.
By: _______________________________
C. Grant Schlueter, Partner
Accepted and Approved:
Rigolette School District Number 11
of Rapides Parish, Louisiana
By: _____________________________
Name: Elizabeth A. Domite
Title: Chief Financial Officer
Dated: October 6, 2020
cc: Argent Advisors, Inc.
_____________________
A motion was made by Mr. Steve Berry and seconded by Mr. Darrell Rodriguez to consider and take-action with respect to adopting a resolution giving preliminary approval to the issuance of General Obligation School Refunding Bonds of Pineville School District No. 52 of Rapides Parish, Louisiana; making application to the State Bond Commission for approval of said Bonds; and providing for other matters in connection therewith. (Item 15)
Discussion ensued.
A substitute motion was made by Dr. Stephen Chapman and seconded by Mr. Steve Berry to adopt a resolution giving preliminary approval to the issuance of General Obligation School Refunding Bonds of Pineville School District No. 52 of Rapides Parish, Louisiana; making application to the State Bond Commission for approval of said Bonds; and providing for other matters in connection therewith.
Discussion ensued.
On roll call the vote on the substitute motion was as follows:
AYE: Ms. Burgess, Mr. Breazeale, Mr. Berry, Dr. Chapman, Mr. Rodriguez
NAY: None
ABSENT: Mr. Dryden
ABSTAIN: Mrs. Franklin, Mr. McCall, Mr. Barrios
RESOLUTION
A resolution giving preliminary approval to the issuance of not exceeding Thirteen Million Five Hundred Thousand Dollars ($13,500,000) of General Obligation School Refunding Bonds of Pineville School District No. 52 of Rapides Parish, Louisiana; making application to the State Bond Commission for approval of said Bonds; employing professionals and providing for other matters in connection therewith.
WHEREAS, Pineville School District No. 52 of Rapides Parish, Louisiana (the "Issuer") has heretofore issued $20,685,000 of General Obligation School Bonds, Series 2012, dated April 3, 2012 (the "Series 2012 Bonds"); and
WHEREAS, in order to provide debt service savings to benefit taxpayers, the Issuer desires to refund all or any portion of the callable maturities of the Issuer’s outstanding Series 2012 Bonds, pursuant to the provisions of Part II of Chapter 4 of Subtitle II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (the "Act"), through the issuance of its refunding bonds; and
WHEREAS, pursuant to the Act, and subject to the approval of the State Bond Commission, the Issuer desires to accomplish the refunding by authorizing the issuance of not exceeding Thirteen Million Five Hundred Thousand Dollars ($13,500,000) of its General Obligation School Refunding Bonds (the "Bonds"), to be payable from unlimited ad valorem taxes; and
WHEREAS, the Issuer desires to make formal application to the State Bond Commission for approval of the issuance of the Bonds;
NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Pineville School District No. 52 of Rapides Parish, Louisiana (the "Issuer"), that:
SECTION 1. Preliminary Approval of the Bonds. Preliminary approval is given to the issuance of not exceeding Thirteen Million Five Hundred Thousand Dollars ($13,500,000) of General Obligation School Refunding Bonds (the "Bonds"), of the Issuer, to be issued for the purpose of refunding all or any portion of the callable maturities of the Series 2012 Bonds and paying the costs of issuance of the Bonds, said Bonds to be payable from and secured by unlimited ad valorem taxes now being levied and collected annually in excess of all other taxes on all the property subject to taxation within the territorial limits of the Issuer. The Bonds shall bear interest at a rate or rates not to exceed 4% per annum, which may be issued as taxable or tax-exempt, to be determined by subsequent resolution of this Governing Authority at the time of the sale of the Bonds, and shall mature in annual installments due no later than April 1, 2032. The Bonds shall be issued in fully registered form and shall have such additional terms and provisions as may be determined by this Governing Authority.
SECTION 2. Employment of Bond Counsel. This Governing Authority finds and determines that a real necessity exists for the employment of special counsel in connection with the issuance of the Bonds, and accordingly, Foley & Judell, L.L.P., of New Orleans, Louisiana, as Bond Counsel, is hereby employed to do and perform work of a traditional legal nature as bond counsel with respect to the issuance and sale of said Bonds. Said Bond Counsel shall prepare and submit to this Governing Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of such Bonds, shall counsel and advise this Governing Authority as to the issuance and sale thereof and shall furnish its opinions covering the legality of the issuance of the Bonds. The fee of Bond Counsel for each series of bonds shall be fixed at a sum not exceeding the fee allowed by the Attorney General s fee guidelines for such bond counsel work in connection with the issuance of revenue bonds and based on the amount of said Bonds actually issued, sold, delivered and paid for, plus "out-of-pocket" expenses, said fees to be contingent upon the issuance, sale and delivery of said Bonds. The Chief Financial Officer is hereby authorized and directed to execute, and this Governing Authority hereby agrees to and accepts the terms of, the engagement letter of Bond Counsel appended hereto. A certified copy of this resolution shall be submitted to the Attorney General of the State of Louisiana for his written approval of said employment and of the fees herein designated, and the Chief Financial Officer is hereby empowered and directed to provide for payment of the work herein specified upon completion thereof and under the conditions herein enumerated without further approval of this Governing Authority.
SECTION 3. State Bond Commission. Application is hereby made to the State Bond Commission, Baton Rouge, Louisiana, for approval of the issuance and sale of the Bonds and for consent and authority to proceed with the issuance and sale of the Bonds as provided above, and Bond Counsel is directed to make application to the State Bond Commission in accordance with the foregoing on behalf of the Governing Authority.
By virtue of applicant/issuer’s application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission’s approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the "State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.", adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.
SECTION 4. Appointment of Underwriter/Placement Agent. Stifel, Nicolaus & Company, Incorporated, of Baton Rouge, Louisiana (the "Underwriter"), is hereby appointed as underwriter/placement agent in connection with refunding the Series 2012 Bonds, any compensation to be subsequently approved by the Issuer and to be paid from the proceeds of the Bonds and contingent upon the issuance of the Bonds; provided that no compensation shall be due to said underwriter/placement agent unless the Bonds are sold and delivered.
SECTION 5. Appointment of Municipal Advisor. The Issuer hereby retains Argent Advisors, Inc., Ruston, Louisiana, to act as its Municipal Advisor ("MA") pursuant to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules promulgated thereunder by the Securities and Exchange Commission. The Issuer hereby acknowledges that it is represented by the MA and will rely upon the advice of the MA with respect to the Bonds. The fee to be paid the MA shall be payable solely from the proceeds of the Bonds when and if issued, and the amount thereof shall be subject to the approval of the State Bond Commission. The Secretary and/or Chief Financial Officer are hereby authorized and directed, to execute any contract the MA may require with respect to the engagement.
SECTION 6. Sale of Bonds. The Bonds are hereby authorized to be sold to the Underwriter, and the President and/or Chief Financial Officer is hereby authorized to execute a Bond Purchase Agreement with the Underwriter (or a Commitment Letter, if privately placed), in form and substance satisfactory to Bond Counsel to the Issuer, provided the sale of the Bonds produces minimum net present value savings (after payment of all costs) in excess of the Minimum Present Value Savings to Refund guidelines of the State Bond Commission.
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
YEA: Linda Burgess; Keith Breazeale; Steve Berry; Dr. Stephen Chapman; Darrell Rodriquez
NAY: None
ABSENT: Mark Dryden
And the resolution was declared adopted, on this, the 6th day of October, 2020.
/s/ Jeff Powell /s/Darrell Rodriguez
Secretary President
EXHIBIT A
FOLEY & JUDELL, L.L.P.
ATTORNEYS AND COUNSELLORS AT LAW
ONE CANAL PLACE ONE AMERICAN PLACE
SUITE 2600 SUITE 1040
365 CANAL STREET 301 MAIN STREET
NEW ORLEANS, LOUISIANA 70130-1138 BATON ROUGE, LOUISIANA 70801
(504) 568-1249 . FAX (504) 565-3900 (225) 923-2476 . FAX (225) 923-2477
October 6, 2020
Ms. Elizabeth A. Domite, Chief Financial Officer
Rapides Parish School Board
619 Sixth Street
Alexandria, Louisiana 71301
Re: Proposed General Obligation Refunding Bonds of Pineville School District No. 52 of Rapides Parish, Louisiana
Dear Liz:
The purpose of this engagement letter is to set forth certain matters concerning the role we will serve and the legal services we will provide as bond counsel to the Parish School Board of the Parish of Rapides, State of Louisiana (the "Governing Authority"), acting as the governing authority of Pineville School District No. 52 of Rapides Parish, Louisiana (the "Issuer") in connection with the issuance of the captioned bonds (the "Bonds"). We understand that the Bonds will be issued for the purpose described in the resolution adopted by the Governing Authority on October 6, 2020.
As bond counsel, we will prepare and submit to the Governing Authority for adoption all of the legal proceedings required for the authorization, issuance, sale and delivery of the Bonds and provide advice of a traditional legal nature as to the issuance and sale of the Bonds. Our job is principally to render certain opinions to the Issuer regarding (i) the validity of the Bonds under applicable Louisiana law and (ii) other matters as may be applicable. The bond opinion will be based on facts and law existing as of its date. In rendering such opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to our firm without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the Issuer with applicable laws and other resolutions relating to the Bonds. During the course of this engagement, we will rely upon the staff of the Issuer and the members of the Governing Authority to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds.
In our engagement as bond counsel, we will:
· Confer with members of the working group, including you and other officials of the Issuer, relating to the Bonds and review legal issues relating to the structure of the Bond issue;
· Prepare the Issuing Bond Resolution and all related financing documents (collectively, the "Bond Documents");
· Attend meetings of the Governing Authority at which the Bond Documents are adopted;
· Prepare the application for approval of the issuance of the Bonds by the State Bond Commission and attend the State Bond Commission meeting at which such approval will be considered;
· Review any insurance policy in the event the Issuer determines that the Bonds will have credit enhancement;
· Prepare the closing index and various closing certificates and supervise the execution of certain closing documents by the various parties thereto;
· Prepare the Bonds and supervise their execution and authentication;
· Prepare complete transcripts of record covering the issuance of the Bonds and furnishing the transcripts to various parties in connection therewith; and
· Submit applicable post-closing reports to the State Bond Commission.
Our fee as bond counsel is based upon the terms, structure, size and schedule of the financing, the services provided, and the responsibilities assumed; however, our fee will not exceed that permitted by guidelines set forth by the Attorney General of the State of Louisiana and is subject to his approval. Our fee as bond counsel is a “contingent fee,” meaning you are required to pay for our legal services only in the event the Bonds are actually sold and delivered. Other vendors or members of the working group may charge additional fees or costs for their services.
In addition to our services provided as bond counsel, you have requested that we prepare an official statement with respect to the sale of the Bonds in coordination with the working group. The costs associated with the preparation of the official statement will be invoiced separately from our fee as bond counsel as approved by the State Bond Commission.
We will continue to serve as bond counsel until the delivery of the Bonds; however, the Issuer and our firm each have the right to terminate this engagement at any time after providing reasonable advanced written notice, subject to the applicable rules of professional responsibility. Upon conclusion or termination of our representation of the Issuer, papers and property furnished by the Issuer will be returned promptly upon request.
Please note that we are not municipal advisors, and we do not render financial advice or other financial services to the Issuer; however, in the course of providing traditional legal services, we may provide factual information to the Issuer that is not specifically tailored to the Bonds or that does not rise to the level of a recommendation concerning a course of action. We will, however, analyze and advise the Issuer regarding the legal ramifications of the structure, timing, terms and other provisions of the Bonds, as these functions are essential to developing a plan of finance.
On behalf of the Issuer, you have represented to us that in connection with the issuance of the Bonds the Issuer is represented by, and with respect to financial matters will rely on the advice of, Argent Advisors, Inc., a registered municipal advisor under the rules promulgated by the Securities and Exchange Commission. By obtaining such representation from you, our firm is not a municipal advisor and is not subject to the fiduciary duty established in Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended.
Applicable ethical rules in Louisiana prohibit us from undertaking this representation if we represent another party that is directly adverse to the Issuer or if there is a significant risk that other considerations will materially limit our representation of the Issuer. As you are aware, our firm represents the State of Louisiana and many other political subdivisions, including others in Rapides Parish. At this time, we do not believe any other current or past engagement of our firm adversely affects our ability to represent the Issuer as provided in this letter; however, we invite you to discuss any concerns you have with us.
In the interest of facilitating our services to you, we may (i) send documents, information or data electronically or via the Internet or (ii) store electronic documents or data via computer software applications hosted remotely or utilize cloud-based storage. Confidential electronic documents or data of the Issuer may be transmitted or stored using these methods. We may use third party service providers to store or transmit these documents or data. In using these electronic communication and storage methods, we employ reasonable efforts to keep such communications, documents and data secure in accordance with our obligations under applicable laws, regulations, and professional standards; however, the Issuer recognizes and accepts that we have no control over the unauthorized interception or breach of any communications, documents or data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us or by our third party service providers. By acceptance of this letter, the Issuer consents to our use of these electronic devices and applications and submission of confidential client information to or through third party service providers during this engagement.
If this letter is acceptable to the Issuer, please so indicate by executing below and returning a copy to us, retaining an original for your files. We appreciate the opportunity to serve the Issuer and look forward to working with you.
Foley & Judell, L.L.P.
By: _______________________________
C. Grant Schlueter, Partner
Accepted and Approved:
Pineville School District No. 52
of Rapides Parish, Louisiana
By: _____________________________
Name: Elizabeth A. Domite
Title: Chief Financial Officer
Dated: October 6, 2020
cc: Argent Advisors, Inc.
_____________________
A motion was made by Ms. Linda Burgess and seconded by Mr. Steve Berry to approve reimbursing schools for costs of officials and security for all Junior High and High School home football games for the Fall 2020 football season due to spectator capacity limits as a result of COVID. (Item 6)
Discussion ensued.
On roll call the vote was as follows:
AYE: Ms. Burgess, Mr. Breazeale, Mr. Berry, Dr. Chapman, Mr. Rodriguez
NAY: None
ABSENT: Mr. Dryden
ABSTAIN: Mrs. Franklin, Mr. McCall, Mr. Barrios
_____________________
A motion was made by Mr. Steve Berry and seconded by Mr. Darrell Rodriguez to renew the operating lease agreement between Williams Scotsman and the Rapides Parish School Board for four (4) modular classrooms, with a new lease start date of November 1, 2020 and end date of October 31, 2021 and authorize the Board President to sign any necessary documentation in connection therewith. (Item 7)
Discussion ensued.
On roll call the vote was as follows:
AYE: Ms. Burgess, Mr. Breazeale, Mr. Berry, Mr. Rodriguez
NAY: Dr. Chapman
ABSENT: Mr. Dryden
ABSTAIN: Mrs. Franklin, Mr. McCall, Mr. Barrios
THE MOTION WAS ADOPTED BY MAJORITY VOTE.
_____________________
A motion was made by Mr. Steve Berry and seconded by Mr. Keith Breazeale to approve the disqualification of Capital Signs & Awnings, LLC as a vendor for Rapides Parish School Board for a period of two years for the default on the contract for RFP 19-33A "Purchase and Turnkey Installation of Sign at Glenmora High School" and authorize the staff to notify bonding company of non-performance of contract. (Item 8)
Discussion ensued.
On motion by Mr. Steve Berry and seconded by Mr. Keith Breazeale, the Board voted unanimously to approve the disqualification of Capital Signs & Awnings, LLC as a vendor for Rapides Parish School Board for a period of two years for the default on the contract for RFP 19-33A "Purchase and Turnkey Installation of Sign at Glenmora High School" and authorize the staff to notify bonding company of non-performance of contract.
_____________________
A motion was made by Mr. Steve Berry and seconded by Ms. Linda Burgess to authorize staff to transfer $5,724.60 from General Fund to District 50 Maintenance Fund for the lease of 435 acres of property located in District 50. (Item 9)
Discussion ensued.
On roll call the vote was as follows:
AYE: Ms. Burgess, Mr. Breazeale, Mr. Berry, Dr. Chapman, Mr. Rodriguez
NAY: None
ABSENT: Mr. Dryden
ABSTAIN: Mrs. Franklin, Mr. McCall, Mr. Barrios
_____________________
A motion was made by Mr. Steve Berry and seconded by Mr. Darrell Rodriguez to ratify and confirm bids received on Friday, October 2, 2020 at 10:00 AM by the Central Office Staff for "Purchase of Band Instruments and Equipment" Bid #21-04; and award bid to the lowest responsive and responsible bidder contingent on low bidder meeting all LA public bid law and contract document requirements and specifications and award to Red River Music for $94,019.72. (Item 10)
Discussion ensued.
On roll call the vote was as follows:
AYE: Ms. Burgess, Mr. Breazeale, Dr. Chapman, Mr. Berry, Mr. Rodriguez
NAY: None
ABSENT: Mr. Dryden
ABSTAIN: Mrs. Franklin, Mr. McCall, Mr. Barrios
_____________________
A motion was made by Ms. Linda Burgess and seconded by Mr. Keith Breazeale to authorize the Secretary to advertise for bids for "Purchase of Food Service Equipment and Supplies" (Bid #21-15) 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 authorize
the Board President to sign any documentation connected therewith. (Item 11)
Discussion ensued.
On motion by Ms. Linda Burgess and seconded by Mr. Keith Breazeale, the Board voted unanimously to authorize the Secretary to advertise for bids for "Purchase of Food Service Equipment and Supplies" (Bid #21-15) 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 authorize the Board President to sign any documentation connected therewith.
____________________
A motion was made by Mr. Steve Berry and seconded by Ms. Linda Burgess to receive tabulation of competitive quotes and notice of award to AeroClave for the purchase of decontamination machines funded by the donation of $42,000 from The United Way of Louisiana (Item 12)
Discussion ensued.
On roll call the vote was as follows:
AYE: Ms. Burgess, Mr. Breazeale, Dr. Chapman, Mr. Berry, Mr. Rodriguez
NAY: None
ABSENT: Mr. Dryden
ABSTAIN: Mrs. Franklin, Mr. McCall, Mr. Barrios
____________________
A motion was made by Mr. Steve Berry and seconded by Mr. Darrell Rodriguez to receive a report on tax collections, expenditures, and Fund Balance of the 2016 Sales Tax for 2019-2020 fiscal year as per Board resolution adopted June 7, 2016. (Item 13)
Discussion ensued.
A substitute motion was made by Mr. Keith Breazeale and seconded by Ms. Linda Burgess to authorize funding of $495.00 per employee as reported regarding the 2016 Sales Tax for 2019-2020 fiscal year as per Resolution adopted June 7, 2016.
Discussion ensued.
On roll call the vote on the substitute motion was as follows:
AYE: Ms. Burgess, Mr. Breazeale, Dr. Chapman, Mr. Berry, Mr. Rodriguez
NAY: None
ABSENT: Mr. Dryden
ABSTAIN: Mrs. Franklin, Mr. McCall, Mr. Barrios
____________________
A motion was made by Mr. Steve Berry and seconded by Ms. Linda Burgess to enter into a Memorandum of Understanding (MOU) with Career Compass of Louisiana (CCOL), pertaining strictly to CCOL providing college and career coaching to students in Rapides Parish Schools, supporting a seamless progression and transition in the students’ educational endeavor. (Item 16)
Discussion ensued.
On motion by Mr. Steve Berry and seconded by Ms. Linda Burgess, the Board voted unanimously to enter into a Memorandum of Understanding (MOU) with Career Compass of Louisiana (CCOL), pertaining strictly to CCOL providing college and career coaching to students in Rapides Parish Schools, supporting a seamless progression and transition in the students’ educational endeavor.
____________________
A motion was made by Ms. Linda Burgess and seconded by Dr. Stephen Chapman to enter into an Intergovernmental Agreement (IGA) with the Rapides Parish Police Jury (RPPJ) and the Rapides Workforce Development Board (WDB) to provide support with student retainment and youth service opportunities to eligible out-of-school youth. (Item 17)
Discussion ensued.
On motion by Ms. Linda Burgess and seconded by Dr. Stephen Chapman, the Board voted unanimously to enter into an Intergovernmental Agreement (IGA) with the Rapides Parish Police Jury (RPPJ) and the Rapides Workforce Development Board (WDB) to provide support with student retainment and youth service opportunities to eligible out-of-school youth.
____________________
Item 18 was deferred to the October Personnel Committee. (Motion to discuss Policy GBO (Resignation) concerning rescinding retirements)
____________________
A motion was made by Dr. Stephen Chapman and seconded by Ms. Linda Burgess for the administration to give a report/update on the hurricane damages/repairs to the RPSB facilities...cost to date and projected cost. Also, include a spreadsheet listing the vendors, repairs completed and in progress by school/facility, cost. (Item 19)
A report was presented and discussion ensued.
No action was taken.
____________________
Pursuant to motion duly carried, the Rapides Parish School Board adjourned.
/s/Darrell Rodriguez
President
ATTEST:
/s/Jeff Powell
Secretary
S E A L