G_180103

The following resolution was offered by Virginia Bell and seconded by Al Travis:

RESOLUTION

A resolution authorizing the issuance of Two Million Nine Hundred Sixty-Six Thousand Dollars ($2,966,000) of Sales Tax Bonds, Series 2018, of the Parish School Board of the Parish of St. Helena, State of Louisiana; prescribing the form, terms and conditions of such Bonds and providing for the payment thereof; designating the date, denomination and place of payment of said Bonds; providing for the payment thereof in principal and interest and entering into certain other covenants and agreements in connection with the security and payment of said Bonds; and providing for other matters in connection therewith.

WHEREAS, the Parish School Board of the Parish of St. Helena, State of Louisiana (the "Issuer"), is now levying and collecting a special one percent (1%) sales and use tax pursuant to an election held in the Issuer on May 3, 1997 (the "Election"), at which Election the following proposition was approved by a majority of the qualified electors voting at the Election, viz:

SALES TAX PROPOSITION

SUMMARY: 1% SALES AND USE TAX WITH 50% OF THE TAX PROCEEDS TO FUND SALARY RAISES FOR PARISH SCHOOL BOARD EMPLOYEES AND 50% TO FUND THE ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF PUBLIC SCHOOL BUILDINGS AND FACILITIES IN THE PARISH, INCLUDING THE ACQUISITION OF EQUIPMENT THEREFOR.

Shall the Parish School Board of the Parish of St. Helena, State of Louisiana (the "Parish School Board"), under the provisions of Article VI, Section 29 of the Constitution of the State of Louisiana of 1974, and other constitutional and statutory authority, be authorized to levy and collect, and adopt an ordinance providing for such levy and collection, an additional tax of one percent (1%) (the "Tax") upon the sale at retail, the use, the lease or rental, the consumption, and the storage for use or consumption, of tangible personal property and on sales of services in St. Helena Parish (the "Parish"), all as defined in La. R.S. 47:301 through 47:317, inclusive, with the proceeds of the Tax (after paying the reasonable and necessary expenses of collecting and administering the Tax), to be dedicated and used as follows:

(i) 50% to fund salary raises for the employees of the Parish School Board, and

(ii) 50% to fund the acquisition, construction and improvement of public school buildings and facilities in the Parish, including the acquisition of equipment therefor?

WHEREAS, as set forth in the proposition, 50% of the proceeds of said one percent (1%) tax authorized to be levied in perpetuity are to be used for funding the acquisition, construction and improvement of public school buildings and facilities in the Parish, including the acquisition of equipment therefor (said 50% of the revenues of the Tax, subject to the prior payment of the costs of the reasonable and necessary expenses of collecting and administering the Tax, being hereinafter referred to as the “Revenues of the Tax”); and

WHEREAS, pursuant to the Election, this Issuer adopted an ordinance on May 13, 1997, authorizing the levy and collection of the Tax; and

WHEREAS, this Governing Authority wishes to issue Two Million Nine Hundred Sixty-Six Thousand Dollars ($2,966,000) of Sales Tax Bonds, Series 2018 (the "Bonds"), payable from and secured by an irrevocable pledge and dedication of the Revenues of the Tax, under the authority of Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, for the purposes hereinafter set forth; and

WHEREAS, the Issuer has outstanding no other bonds of any kind or nature payable from or enjoying a lien on the Revenues of the Tax, except for its Sales Tax Bond, Series 2016, issued in the original principal amount of $2,880,000 (the “Outstanding Parity Bond”) pursuant to a resolution adopted by the Issuer on September 10, 2015, which are to be prepaid in full upon delivery of the Bonds; and

WHEREAS, the maturities on the Bonds and the Outstanding Parity Bond are herein arranged so that the total amount of principal and interest falling due in any year on the Bonds will not exceed 75% of the Revenues of the Tax estimated to be received by the Issuer in either calendar year in which the Bonds are to be issued (2018); and

WHEREAS, the Bonds will be issued on a complete parity with the Outstanding Parity Bonds; and;

WHEREAS, the State Bond Commission approved the issuance of the Bonds at its April 19, 2018 meeting; and

WHEREAS, it is now desired to fix the details necessary with respect to the issuance of the Bonds and to provide for the authorization and issuance thereof, as hereinafter provided:

NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of St. Helena, State of Louisiana, acting as the governing authority of the Parish of St. Helena, State of Louisiana, for school purposes, that:

SECTION 1. Definitions. As used herein, the following terms have the following meanings, unless the context otherwise requires:

"Act" means Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.

"Additional Parity Bonds" means any additional pari passu bonds which may hereafter be issued pursuant to Section 15 hereof on a parity with the Bonds.

"Bond" or "Bonds" means the Sales Tax Bonds, Series 2018, of the Issuer issued by this Bond Resolution in the total aggregate principal amount of Two Million Nine Hundred Sixty-Six Thousand Dollars ($2,966,000), and any Bond of said issue, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued Bond.

"Bond Register" means the registration books of the Paying Agent in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.

"Bond Resolution" means this resolution authorizing the issuance of the Bonds, as the same may be hereinafter amended or supplemented.

"Bond Year" means the one year period ending on the annual anniversary date of the Bond.

"Business Day" means a day of the year on which banks located in the cities in which the principal corporate trust offices of the Paying Agent are located are not required or authorized to remain closed and on which the New York Stock Exchange is not closed.

"Code" means the Internal Revenue Code of 1986, as amended.

"Executive Officers" means, collectively, the President and the Secretary of the Issuer.

"Fiscal Year" means the one-year 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.

"Government Securities" means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which are non-callable prior to the respective maturities of the Bonds and may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form.

“Governing Authority” or "Issuer" means the Parish School Board of the Parish of St. Helena, State of Louisiana.

"Outstanding" when used with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Bond Resolution, except:

(a) Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;

(a) Bonds for whose payment or redemption sufficient funds have been theretofore deposited with the Paying Agent in trust for the Owners of such Bonds as provided in Section 19, provided that, if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Bond Resolution, to the satisfaction of the Paying Agent, or waived;

(a) Bonds in exchange for in lieu of which other Bonds have been registered and delivered pursuant to this Bond Resolution; and

(a) Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Bond Resolution.

"Outstanding Parity Bonds" means the Issuer’s outstanding Sales Tax Bonds, Series 2016, more fully described in the preamble hereto.

"Owner" or "Owners" when used with respect to any Bond shall mean the Person in whose name such Bond is registered in the Bond Register.

“Parish” means the Parish of St. Helena, State of Louisiana.

"Parity Bond Resolution" means the resolution adopted by the Governing Authority on September 10, 2015, authorizing the issuance of the Outstanding Parity Bonds.

"Paying Agent" means the Secretary of the Governing Authority, or such successor in function as may be designated by this Governing Authority.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

"Purchaser" or "Government" means United States of America, acting through Rural Development, the original purchaser of the Bonds.

"Record Date" for the interest payable on any Interest Payment Date, means the 15th calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day.

"Reserve Fund Requirement" means a sum equal to the highest combined principal and interest falling due in any year on all bonds secured by the Tax.

"Resolution" means this resolution authorizing the issuance of the Bonds, as it may be supplemented and amended.

"Revenues of the Tax" means the avails or proceeds of the fifty percent (50%) of the Issuer’s one percent (1%) sales and use tax authorized at the election held within the corporate boundaries of the Parish on May 3, 1997, dedicated for funding the acquisition, construction and improvement of public school buildings and facilities in the Parish, including the acquisition of equipment therefor and are pledged to the payment of the Bonds as hereinafter provided, subject to the prior payment of the reasonable and necessary expenses of collecting and administering the Tax.

"Sales Tax Ordinance" or "Tax Ordinance" means the ordinance adopted by the Governing Authority on May 13, 1997, providing for the levy and collection of the Tax.

"Supplemental Resolution"means any resolution or ordinance adopted by this Governing Authority, supplemental to or amendatory of this Resolution.

"Tax" means the one percent (1%) sales and use tax authorized to be levied and collected by the Issuer at the election held within the corporate boundaries of the Parish on May 3, 1997.

SECTION 2. Authorization of Bonds. In compliance with and under the authority of the Act, and other constitutional and statutory authority, there is hereby authorized the incurring of an indebtedness of Two Million Nine Hundred Sixty-Six Thousand Dollars ($2,966,000) for, on behalf of and in the name of the Issuer, for funding the acquisition, construction and improvement of public school buildings and facilities in the Parish, including the acquisition of equipment therefor, and paying costs of issuance of the Bonds, and to represent said indebtedness, this Governing Authority does hereby authorize the issuance of Two Million Nine Hundred Sixty-Six Thousand Dollars ($2,966,000) of Sales Tax Bonds, Series 2018, of the Issuer. The Bonds shall be issued in the form of a single, fully registered bond of the Issuer, which shall be dated as of the date of delivery thereof, in the denomination and principal amount of Two Million Nine Hundred Sixty-Six Thousand Dollars ($2,966,000), and numbered R-1. The unpaid principal of the Bond shall bear interest at the rate of three and one-half per centum (3-1/2%) per annum from date thereof until paid (or, with the consent of the Government, the Bonds shall bear such lower rate of interest which the Government may have in effect for such loans at the time of delivery of the Bonds to the Government). The principal of and interest on the Bond shall be payable over a forty (40) year period, with the payments consisting of monthly amortized payments of principal and interest, commencing one month after the delivery of the Bond and continuing monthly thereafter for a total of 480 payments. The payments shall be equal in amount and consist of fully amortized payments of principal and interest. Each payment shall be applied, first, to the payment of accrued interest and, second, to the payment of principal.

SECTION 3. Prepayment of Bonds. The Issuer may prepay the whole or any part of the principal amount of any installment at any time at the principal amount thereof and accrued interest to the date fixed for prepayment. Each prepayment shall be noted on the Bond, and interest on the amount of principal so prepaid shall cease from and after the date of prepayment.

SECTION 4. Payment of Bonds. Payments of principal and interest on the Bond shall be made by check or draft mailed to the Owner at the address shown on the Bond Register, or by electronic debit acceptable to said owner, without (except for final payment) presentation and surrender of the Bond; and all such payments shall fully discharge the obligations of the Issuer in respect of the Bond to the extent of the payments so made. Said payments shall be noted on the Payment Record made a part of the Bond, and written notice of the making of such notations shall be promptly sent to the Issuer.

SECTION 5. Registration of Bonds. The Bond shall be fully registered as to principal and interest by the Secretary of this Governing Authority, and no transfer or assignment shall be valid unless made on the Bond Registration Book and similarly noted on the back of such Bond. Upon such transfer or assignment, the transferor or assignor shall surrender such Bond for transfer on said registration records and verifications of endorsements made on the Bond.

SECTION 6. Form of Bonds. The Bond shall be in substantially the following form:

* * * * *

(FORM OF BOND)

UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF ST. HELENA

SALES TAX BOND, SERIES 2018
OF THE
PARISH SCHOOL BOARD OF THE
PARISH OF ST. HELENA, STATE OF LOUISIANA

KNOW ALL MEN BY THESE PRESENTS that the Parish School Board of the Parish of St. Helena, State of Louisiana (the "Issuer"), for value received hereby promises to pay to the registered owner, or its successor (the "Payee"), or its registered assigns (the "Alternate Payee"), but solely from the revenues hereinafter recited, the sum of Two Million Nine Hundred Sixty-Six Thousand Dollars ($2,966,000), together with interest on the unpaid principal at the rate of _______ % per annum from date hereof or the most recent interest payment date to which interest has been paid. This bond shall be payable in equal, monthly amortized payments over a forty (40) year period, with the first payment falling due on ____________ , 201__, and continuing monthly on the ______ day of each month thereafter to and through ____________, 20___, in accordance with the terms set forth herein. Each payment shall be applied, first, to the payment of accrued interest and, second, to the payment of principal.

The purchase price of this bond shall be paid by periodic advances thereof by the purchaser to the Issuer until the total principal amount shall have been advanced to the Issuer. Interest shall accrue on the amounts of principal advanced from the respective dates thereof.

Payments of principal and interest, including prepayments of principal, shall be noted on the appropriate payment record made a part of this bond as provided by the resolution authorizing its issuance.

The Issuer shall have the right to prepay the whole or any part of the principal amount of any installment at any time at par plus accrued interest. When any such prepayment has been made, interest on the amount of principal so prepaid shall cease to accrue from and after the date of prepayment.

This bond represents the entire series of bonds designated "Sales Tax Bonds, Series 2018, of the Parish School Board of the Parish of St. Helena, State of Louisiana", and this bond is issued under and by virtue of the authority conferred by Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, pursuant to all requirements therein specified, and were specially authorized by a resolution adopted by the governing authority of the Issuer on June 14, 2018 (the "Bond Resolution"), for the purpose of funding the acquisition, construction and improvement of public school buildings and facilities in the Parish, including the acquisition of equipment therefor, and paying costs of issuance of the Bonds.

This bond equally with its outstanding Sales Tax Bond, Series 2016 (the “Parity Bond”) is payable from and secured by an irrevocable pledge and dedication of fifty percent (50%) of the avails or proceeds of the one percent (1%) sales and use tax authorized to be levied and collected by the Issuer, under the authority of Article VI, Section 29 of the Constitution of the State of Louisiana of 1974, and other constitutional and statutory authority, and pursuant to the election held on May 3, 1997 (the "Tax"), subject only to the prior payment of the reasonable and necessary costs and expenses of collecting and administering the Tax (Said 50% of the revenues of the Tax, subject to payments of such costs and expenses, available for the payment of debt service on the Bonds is hereafter referred to as the “Revenues of the Tax”). This bond constitutes a borrowing solely upon the Revenues of the Tax and its governing authority and does not constitute an indebtedness or pledge of the general credit of the Issuer within the meaning of any constitutional or statutory provisions relating to the incurring of indebtedness. The governing authority of the Issuer has covenanted and agreed and does hereby covenant and agree to continue to levy the Tax and not to discontinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which this bond has been issued, nor in any way make any change which would diminish the amount of the Revenues of the Tax until the bond has been paid in principal and interest and redemption premium, if any. For a complete statement of the revenues from which and conditions under which this bond is issued, including a provision for the issuance of pari passu obligations under certain conditions and restrictions, reference is hereby made to the Bond Resolution.

This bond is issued on a complete parity with the Parity Bond.

This bond does not constitute an indebtedness of the State of Louisiana.

It is certified that this bond is authorized by and issued in conformity with the requirements of the Constitution and statutes of the State.

IN WITNESS WHEREOF, the Parish School Board of the Parish of St. Helena, State of Louisiana, acting as the governing authority of the Parish of St. Helena, State of Louisiana, for school purposes, has caused this bond to be signed by its President and attested by its Secretary, the corporate seal of the Issuer to be hereon impressed and this bond to be dated as of the date of delivery hereof, ____________.
PARISH SCHOOL BOARD OF THE PARISH OF ST. HELENA, STATE OF LOUISIANA

Secretary President

(PROVISIONS FOR REGISTRATION)

This Bond has been registered as to principal and interest in the name of the registered owner hereof on the books of the Secretary of the Parish School Board of the Parish of St. Helena, State of Louisiana, as Registrar, as follows:

* * * * * *

(FORM OF ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________________________________

_________________________________________________________________________________
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints _______________________________________________________________ attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

* * * * * *

(CERTIFICATE OF DELIVERY)

I, the undersigned Secretary of the Parish School Board of the Parish of St. Helena, State of Louisiana, do hereby certify that this Bond was delivered to the purchaser therefor and payment duly received therefor on the dates and in the amounts hereinafter shown:

(25 lines)

* * * * * *

PAYMENT RECORD

SALES TAX BOND, SERIES 2018
OF THE
PARISH SCHOOL BOARD
OF THE
PARISH OF ST. HELENA, STATE OF LOUISIANA
DATED _________, 2018

(FORM OF PREPAYMENT RECORD TO BE ATTACHED TO BOND)

SALES TAX BOND, SERIES 2018
OF THE
PARISH SCHOOL BOARD
OF THE
PARISH OF ST. HELENA, STATE OF LOUISIANA
DATED _________, 2018

Principal Signature of Authorized
Payment Date Amount Due Amount Paid Date Paid Official and Title
______________________________________________________________________________

___________ ___________ ___________ ___________ ____________________
___________ ___________ ___________ ___________ ____________________
___________ ___________ ___________ ___________ ____________________
___________ ___________ ___________ ___________ ____________________
___________ ___________ ___________ ___________ ____________________
___________ ___________ ___________ ___________ ____________________
___________ ___________ ___________ ___________ ____________________

* * * * * *

SECTION 7. Execution of Bonds. The Bonds shall be signed by the Executive Officers for, on behalf of, and in the name of the Issuer and under the corporate seal of the Issuer.

SECTION 8. Recital of Regularity. This Governing Authority, having investigated the regularity of the proceedings had in connection with this issue of Bonds, and having determined the same to be regular, the Bonds shall contain the following recital, to-wit:

"It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana."

SECTION 9. Pledge of Tax Revenues. The Bonds, equally with the Outstanding Parity Bonds, shall be secured by and payable in principal and interest solely from an irrevocable pledge and dedication of the avails or proceeds of the Revenues of the Tax. The Revenues of the Tax are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for the payment of the Bonds in principal and interest as they shall respectively become due and payable, and for the other purposes hereinafter set forth in this Bond Resolution. All of the Revenues of the Tax shall be set aside in a separate fund, as herein provided, and shall remain pledged for the security and payment of the Bonds, the Outstanding Parity Bonds and any Additional Parity Bonds issued pursuant to Section 15 hereof, in principal and interest and for all other payments provided for in this Bond Resolution until such bonds shall have been fully paid and discharged.

SECTION 10. Bond Issued on a Parity. The Bonds are hereby issued on a parity with the Outstanding Parity Bond, and the Bonds shall rank equally with and shall enjoy complete parity of lien with the Outstanding Parity Bond on all of the Revenues of the Tax and the funds established and maintained pursuant to the Parity Bond Resolution with respect to the security and payment of the Outstanding Parity Bond. This Governing Authority does hereby find, determine and declare that the Issuer has complied, or will comply prior to the delivery of the Bonds with all of the terms and conditions (unless such terms and conditions shall have been waived by the owner of the Outstanding Parity Bond) set forth in the Parity Bond Resolution with respect to authorizing the issuance of the Bonds on a parity with the Outstanding Parity Bonds.

SECTION 11. Flow of Funds. The Issuer, through its Governing Authority, by proper resolution and/or ordinances, hereby obligates itself to continue to levy and collect the Tax until all of the Bonds have been retired as to principal, interest and redemption premium, if any, and further obligates itself not to discontinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would diminish the amount of the Revenues of the Tax to be received by the Issuer until all of the Bonds have been paid as to both principal and interest and redemption premium, if any. In order that the principal of and the interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows, that:

All of the avails or proceeds of the Revenues of the Tax shall be deposited daily as the same may be collected in a separate and special bank account maintained with the regularly designated fiscal agent of the Issuer and designated as the "Sales Tax Fund" (the "Sales Tax Fund").

Out of the funds on deposit in the Sales Tax Fund, the Issuer shall first pay (if not previously withheld by the Sales Tax Collector for the Issuer) the reasonable and necessary expenses of collection and administration of the Tax. After payment of such expenses, the remaining balance of the Revenues of the Tax shall constitute a dedicated fund of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the purposes designated in the proposition authorizing the levy of the Tax, including the payment of the Bonds, which fund shall be administered and used in the following order of priority and for the following express purposes:

(a) The maintenance of the Sales Tax Bond Sinking Fund (the "Sinking Fund"), heretofore maintained pursuant to the Parity Bond Resolution, to be held by the regularly designated fiscal agent of the Issuer, sufficient in amount to pay promptly and fully the principal of and interest on the Bonds, the Outstanding Parity Bonds and any Additional Parity Bonds, issued hereafter in the manner provided by this Bond Resolution, as they severally become due and payable, by transferring from the Sales Tax Fund to the regularly designated fiscal agent of the Issuer in advance or before the 20th day of each month of each year, the principal and interest accruing on the Bonds on the next payment date, together with such additional proportionate sum as may be required to pay said principal and interest as the same respectively become due. Said fiscal agent shall transfer from the Sinking Fund to the paying agent bank or banks for all bonds payable from the Sinking Fund, at least one (1) day in advance of the date on which payment of principal or interest falls due, funds fully sufficient to pay promptly the principal and interest so falling due on such date.

(a) The maintenance of the "Sales Tax Bond Reserve Fund" (the “Reserve Fund"), heretofore maintained pursuant to the Parity Bond Resolution, by transferring from the Revenue Fund to the regularly designated fiscal agent bank of the Issuer, monthly in advance on or before the 20th day of each month of each year, commencing with the month following completion of and acceptance of the Project, a sum at least equal to ten percent (10%) of the amount attributable to the Outstanding Parity Bonds and the Bonds to be paid into the Sinking Fund (rounded up to the nearest dollar), the payments into the Reserve Fund to continue until such time as there has been accumulated in the Reserve Fund a sum equal to the highest combined principal and interest falling due in any year on all bonds secured by the Tax, the money in the Reserve Fund to be retained solely for the purpose of paying the principal of and interest on the Outstanding Parity Bonds and the Bonds as to which there would otherwise be default.

If at any time it shall be necessary to use moneys in the Reserve Fund for the purpose of paying principal or interest on the Outstanding Parity Bonds and/or the Bonds payable from the Sinking Fund as to which there would otherwise be default, then the moneys so used shall be replaced from the revenues first thereafter received from the Revenues of the Tax not hereinabove required to pay the expenses of collecting the Tax or to pay current principal and interest requirements, it being the intention hereof that there shall as nearly as possible be at all time in the Reserve Fund an amount equal to that required to be in the Reserve Fund Requirement.

All or any part of the moneys in the Sales Tax Fund, the Sinking Fund or the Reserve Fund shall at the written request of the Governing Authority be invested in the manner provided by Louisiana law in obligations maturing in five (5) years or less. All income derived from such investments shall be added to the Sales Tax Fund, with the exception that any interest earnings from invested funds of the Reserve Fund shall be retained therein until an amount equal to the Reserve Fund Requirement is on deposit therein, and such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which the Sales Tax Fund has been created.

All moneys remaining in the Sales Tax Fund on the 20th day of each month in excess of all reasonable and necessary expenses of collection and administration of the Tax and after making the required payments into the Sinking Fund and the Reserve Fund for the current month and for prior months during which the required payments were not made, shall be considered as surplus. Such surplus may be used by the Issuer for any of the purposes for which the Tax is authorized or for the purpose of retiring, in whole or in part, the bonds payable from the Sinking Fund in advance of the outstanding principal installments, either by purchase of said bonds then outstanding at prices not greater than the then redemption prices of said bonds, or by prepaying such bonds at the prices and in the manner hereinbefore set forth in this Bond Resolution or the Outstanding Parity Bond Resolution, as applicable.

SECTION 12. Issuer Obligated to Continue to Collect Tax. The Issuer does hereby obligate itself and is bound under the terms and provisions of law to cause the Tax to be levied, imposed, enforced and collected and to provide for all reasonable and necessary rules, regulations, procedures and penalties in connection therewith, including the proper application of the Revenues of the Tax, until all of the Bonds have been retired as to both principal and interest. Nothing herein contained shall be construed to prevent the Issuer from altering, amending or repealing from time to time as may be necessary the Sales Tax Ordinance or any subsequent ordinance or resolution providing with respect to the Tax, said alterations, amendments or repeals to be conditioned upon the continued preservation of the rights of the Owners with respect to the Revenues of the Tax. The Sales Tax Ordinance and the obligation to continue to levy, collect and allocate the Tax, and to apply the Revenues of the Tax in accordance with the provisions of this Bond Resolution, shall be irrevocable until the Bonds have been paid in full as to both principal and interest, and shall not be subject to amendment, alteration or repeal in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. More specifically, neither the Legislature of Louisiana nor the Issuer may discontinue or decrease the Tax or permit to be discontinued or decreased the Tax in anticipation of the collection of which the Bonds have been issued, or in any way make any change which would diminish the amount of the Revenues of the Tax pledged to the payment of the Bonds and received by the Issuer, until all of such Bonds shall have been retired as to both principal and interest.

Any Owner may, either at law or in equity, by suit, action, mandamus or other proceeding, enforce and compel performance of all duties required to be performed by the Issuer or this Governing Authority as a result of issuing the Bonds and may similarly enforce the provisions of the Sales Tax Ordinance imposing the Tax and this Bond Resolution and proceedings authorizing the issuance of the Bonds.

SECTION 13. Covenants of the Issuer. In providing for the issuance of the Bonds, the Issuer does hereby covenant that it has a legal right to levy and collect the Tax, to issue the Bonds and to pledge the Revenues of the Tax as herein provided, and that the Bonds will have a lien and privilege on the Revenues of the Tax, subject only to the prior payment of the reasonable and necessary costs and expenses of administering and collecting the Tax.

SECTION 14. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer, or its successor, and the Owners from time to time of the Bonds and the provisions of such contract shall be enforceable by appropriate proceedings to be taken by such Owners, either at law or in equity.

No material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners.

SECTION 15. Records and Accounts Relating to Tax. So long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of the Revenues of the Tax, including specifically but without limitation, all reasonable and necessary costs and expenses of collection.

Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of such books and accounts to be made by the Legislative Auditor of the State of Louisiana (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Sales Tax Fund. Such audit shall be available for inspection upon request by any Owner. The Issuer further agrees that the Paying Agent and any Owner shall have at all reasonable times the right to inspect the records, accounts and data of the Issuer relating to the Tax.

SECTION 16. Issuance of Refunding and Additional Parity Bonds. The Bonds shall enjoy complete parity of lien on the Revenues of the Tax despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The Issuer shall issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the Revenues of the Tax having priority over or parity with the Bonds, except that Additional Parity Bonds may hereafter be issued on a parity with the Bonds under the following conditions:

(a) The Bonds, or any part thereof, including interest thereon, may be refunded and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the Bonds which is not refunded, if there be any, and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues which may have been enjoyed by the Bonds refunded; provided, however, that if only a portion of the Bonds outstanding is so refunded and the refunding bonds require total principal and interest payments during any Bond Year in excess of the principal and interest which would have been required in such Bond Year to pay the Bonds refunded thereby, then such Bonds may not be refunded without consent of the Owners of the unrefunded portion of the Bonds issued hereunder (provided such consent shall not be required if such refunding bonds meet the requirements set forth in clause (b) below of this Section 16).

(b) Additional Parity Bonds may also be issued on a parity with the Bonds herein authorized if all of the following conditions are met:

(i) The average annual Revenues of the Tax when computed for the two (2) completed calendar years immediately preceding the issuance of the Additional Parity Bonds must have been not less than 1.35 times the highest combined principal and interest requirements for any succeeding Bond Year period on all bonds then outstanding and payable from the Sinking Fund, including any Additional Parity Bonds theretofore issued and then outstanding and any other bonds or other obligations whatsoever then outstanding which are payable from the Revenues of the Tax (but not including bonds which have been prepaid or provision otherwise made for their full and complete payment and prepayment) and the bonds so proposed to be issued, provided.

(i) The payments to be made into the various funds provided for in Section 11 hereof must be current.

(i) The existence of the facts required by paragraphs (i) and (ii) above must be determined and certified to by a firm of certified or registered public accountants who have previously audited the books of the Issuer or by such successors thereof as may have been employed for that purpose, or by the Secretary of this Governing Authority.

SECTION 17. Protection of the Revenues of the Tax. So long as any of the Bonds are outstanding and unpaid, the Issuer shall require all of its officers and employees who may be in a position of authority or in possession of money derived from the collection of the Tax, including the Revenues of the Tax, to obtain or be covered by a blanket fidelity or faithful performance bond, or independent fidelity bonds written by a responsible indemnity company in amounts adequate to protect the Issuer from loss.

The Sales Tax Fund, the Sinking Fund and the Reserve Fund provided for in Section 11 hereof shall all constitute trust funds for the purposes provided in this Bond Resolution; and the Owners of the Outstanding Parity Bonds or any Additional Parity Bonds hereafter issued are hereby granted a first and paramount lien on all such funds until applied in the manner provided herein. The moneys in such funds shall at all times be secured to the full extent thereof by the bank or trust company holding such funds by direct obligations of the United States of America, the State of Louisiana, or any other political subdivision of the State located in the Issuer, having a market value of not less than the amount of money then on deposit in said funds.

SECTION 18. Amendments to Bond Resolution. No material modification or amendment of this Bond Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two-thirds (2/3) of the aggregate principal amount of the Bonds then outstanding; provided, however, that no such modification or amendment shall permit a change in the maturity of the Bonds or the redemption provisions thereof, or a reduction in the rate of interest thereon, or the promise of the Issuer to pay the principal of and the interest on the Bonds as the same shall come due from the Revenues of the Tax, or reduce the percentage of Owners required to consent to any material modification or amendment of this Bond Resolution, without the consent of the Owner or Owners.

SECTION 19. Discharge of Bond Resolution. If the Issuer shall pay or cause to be paid, or there shall be paid to the Owners, the principal of and interest on the Bonds, at the times and in the manner stipulated in this Bond Resolution, then the pledge of the Revenues of the Tax or any other money, securities, and funds pledged under this Bond Resolution and all covenants, agreements, and other obligations of the Issuer to the Owners shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Bond Resolution to the Issuer.

SECTION 20. Defeasance. Bonds or interest installments for the payment or prepayment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section, if they have been defeased pursuant to Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, or any successor provisions thereto.

SECTION 21. Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent and any successor Paying Agent must meet the qualifications hereinafter described for the performance of the duties hereunder for the Bonds. The designation of the initial Paying Agent in this Bond Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with any subsequent Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

SECTION 22. Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.

SECTION 23. Notices to Owners. Wherever this Bond Resolution provides for notice to Owners of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Owner, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners is given by mail, neither the failure to mail such notice to any particular Owner, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Bond Resolution provides for notice in any manner, such notice may be waived in writing by the Owner entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 24. Cancellation of Bonds. All Bonds surrendered for payment, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent. All canceled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

SECTION 25. Preparation of Bonds; Deposit of Bond Proceeds. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Bond Resolution, to cause the necessary Bonds to be printed or lithographed, to issue, execute, seal and deliver the Bonds, to effect the delivery of the Bonds in accordance with the sale thereof, to collect the purchase price therefor and to deposit the funds derived from the sale of the Bonds in a special account with the regularly designated fiscal agent bank of the Issuer. The proceeds derived from the sale of the Bonds shall constitute a trust fund to be used exclusively for the purposes for which the Bonds are issued, but the Purchaser shall not be obliged to see to the application thereof.

SECTION 26. Confirmation of Sale of Bonds. The sale of the Bonds to the Government is hereby ratified and approved. Exercising the power granted to the Issuer under the provisions of Part VII, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, the Bonds shall be initially physically delivered to the Government; provided, however, that upon delivery thereof the Government may elect to pay for the entire principal amount of the Bonds in full at the time of delivery or elect to make advances against the full purchase price, in which event appropriate recordation shall be made on the Bonds with respect to the advance payments made. Interest on the Bonds will be paid only with respect to the amount of money actually advanced by the Government until such time as the full purchase price of the Bonds shall have been paid, after which interest will be paid on the full amount of the unpaid principal of the Bonds then outstanding. Upon final payment of the full purchase price of the Bonds, the Issuer shall furnish to the Government its final Treasurer's Receipt and Non-Litigation Certificate, together with the final approving opinion of Bond Counsel for the Issuer. As payments or advances are made by the Government, the Issuer shall execute and provide an appropriate non-litigation certificate to the Government certifying that up to the time of making such payment or advance, no litigation has been filed questioning the validity of the Bonds or the revenues necessary to pay the same. The Issuer shall also furnish to the Government at the time the Bonds are delivered to the Government the appropriate approving opinion of its Bond Counsel.

SECTION 27. Resolution a Contract. The provisions of this resolution shall constitute a contract between the Issuer and the Owner of the Bonds and the provisions of such contract shall be enforceable by appropriate proceedings to be taken by such Owners, either at law or in equity.

No material modification or amendment of this resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of each Owner.

SECTION 28. Severability. In case any one or more of the provisions of this Resolution or of the Bonds shall for any reason be held to be illegal or invalid, such illegality and invalidity shall not affect any other provisions of this Resolution or of the Bonds, but this 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 hereafter enacted which validates or makes legal any provision of this Resolution or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Bonds.

SECTION 29. Publication; Peremption. A copy of this Bond Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer. For a period of thirty (30) days from the date of such publication, any person in interest shall have the right to contest the legality of this Bond Resolution or of the Bonds to be issued pursuant hereto and the provisions hereof securing the Bonds. After the expiration of said thirty (30) days, no one shall have any cause of right of action to contest the legality, formality or regularity of this Bond Resolution or bond authorization, for any cause whatsoever. If the question of the validity of this Bond Resolution or bond authorization is not raised within the thirty days, the authority to issue the Bonds, including all things pertaining to the election at which the Bonds were authorized, shall be conclusively presumed, and no court may inquire into such matters.

SECTION 30. 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 Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Bonds in their personal capacities.

SECTION 31. Successors and Assigns. Whenever in this 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 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 32. Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Internal Revenue Code of 1986 and any amendment thereto (the “Code”) in order to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Bonds to be “arbitrage bonds” or would result in the inclusion of the interest on the Bonds in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Bond proceeds , or (ii) the failure to pay any required rebate or 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”.

SECTION 33. Bonds are "Qualified Tax-Exempt Obligations". The Bonds are designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and determines that:

(a) the Bonds are not private activity bonds within the meaning of the Code; and

(a) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinate entities in either calendar years 2018 or 2019 will not exceed $10,000,000.

The Executive Officers are hereby empowered, authorized and directed to take any and all action to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section.

SECTION 34. Disclosure Under SEC Rule 15c2-12. It is recognized that the Issuer will not be required to comply with the continuing disclosure described in the Rule 15c-2-12(b) of the Securities and Exchange Commission [17 CFR §240.15c2-12(b)], because:

(a) the Bond is not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities, and

(a) the Bond is in denominations of $100,000 or more and are being sold to no more than one financial institutions, which (i) have such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Bond and (ii) is not purchasing such Bond for more than one account or with a view to distributing the same.

SECTION 35. Section Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 36. Effective Date. This Bond Resolution shall become effective immediately.

This resolution having been submitted to a vote, the vote thereon was as follows:

And the resolution was declared adopted on this, the 14th day of June, 2018.

/s/ Kelli Joseph /s/ Linda Chaney
Secretary President

G_180103
Publish in the St. Helena Echo on Wednesday, July 4, 2018.

Tangilena Now

P.O. Box 698
Amite, LA 70422
Phone: 985-748-7156
Fax: 985-748-7104