WHEREAS, the Law Enforcement District of the Parish of St. Martin, State of Louisiana (the “Issuer”) is authorized to levy and collect a (i) special tax of nine and ninety-seven hundredths (9.97) mills authorized by R.S. 33:9003A (such rate being subject to adjustment from time to time due to reassessment) which the Issuer is authorized to impose and collect each year and (ii) a special tax of seven and ninety-four hundredths (7.94) mills authorized at an election held on April 5, 1980 (such rate being subject to adjustment from time to time due to reassessment) which the Issuer is authorized to impose and collect each year (collectively, the “Tax”); and
WHEREAS, the Issuer now desires to incur debt and issue its Limited Tax Revenue Bonds, Series 2010, in the principal amount of One Million Five Hundred and Ninety Five Thousand Dollars ($1,595,000) (the “Bonds”), pursuant to Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended and other constitutional and statutory authority, for the purpose of (i) refunding the Issuer’s outstanding Certificates of Indebtedness, Series 2007 and (ii) constructing, improving and renovating law enforcement buildings and other facilities, acquiring equipment and furnishings, and paying the costs incurred in connection with the issuance thereof; and
WHEREAS, the Issuer has no outstanding indebtedness of any kind payable from a pledge or dedication of the avails or proceeds of the Tax; and
WHEREAS, the estimated income to be realized from the levy of the Tax in 2010 is approximately $4,134,000 and the maximum amount of principal and interest due in any year on the Bonds does not exceed seventy-five percent (75%) of said estimated income; and
WHEREAS, it is the desire of the Issuer to fix the details necessary with respect to the issuance of the Bonds and to provide for the authorization and issuance thereof;
WHEREAS, it is the further desire of the Issuer to provide for the sale of the Bonds to the Purchaser (hereinafter defined) at the price and in the manner hereinaf ter provided;
I, RONALD J. THERIOT, SHERIFF OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA, AND EX-OFFICIO CHIEF EXECUTIVE OFFICER OF THE LAW ENFORCEMENT DISTRICT OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA, HEREBY RESOLVE, THAT:
SECTION
Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:
“Act” shall mean Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.
“Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.
“Bond” means any bond of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any bond previously issued.
“Bond Counsel” shall mean an attorney or firm of attorneys whose experience in matters relating to the issuance of obligations by states and their political subdivision is nationally recognized.
“Bond Register” means the records kept by the Paying Agent at its principal corporate trust office in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.
“Bonds” means the Issuer’s Limited Tax Revenue Bonds, Series 2010, autho rized by this Resolution, in the total aggregate principal amount of One Million Five Hundred and Ninety Five Thousand Dollars ($1,595,000).
“Code” means the Internal Revenue Code of 1986, as amended.
“Executive Officer” means the St. Martin Parish Sheriff and Ex-Officio Tax Collector and Chief Executive Officer of the Law Enforcement District of the Parish of St. Martin, State of Louisiana.
“Fiscal Year” means the one-year accounting period commencing on July 1 of each year, or such other one-year period as may be designated by the Issuer at the fiscal year of the Issuer.
“Governing Authority” means the St. Martin Parish Sheriff and Ex-Officio Tax Collector and Chief Executive Officer of the Law Enforcement District of the Parish of St. Martin, State of Louisiana.
“Government Securities” means direct obligations of, or obliga tions the principal of and interest on which are uncondi tion ally guaranteed by the United States of America, which are non-callable prior to their maturity, may be United States Treasury obligations such as the State and Local Government Series and may be in book-entry form.
“Interest Payment Date” shall mean March 1 and September 1 of each year commencing March 1, 2011.
“Issuer” means the Law Enforcement District of the Parish of St. Martin, State of Louisiana .
“Outstanding” when used with respect to Bonds means, as of the date of determination, all Bonds thereto fore issued and delivered under this Resolution, except:
1. Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancella tion;
2. Bonds for which payment suffi cient funds have been theretofore deposited in trust for the owners of such Bonds.
3. Bonds in exchange for or in lieu of which other Bonds have been registered and deliv ered pursuant to this Resolution;
4. Bonds alleged to have been mutilated, de stroy ed, lost or stolen which have been paid as provided in this Resolution or by law; and
5. Bonds for the payment of the principal of and interest on which money or Government Securi ties or both are held in trust with the effect specified in this Resolution.
“Owner” or “Owners” when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.
“Paying Agent” means Sabine State Bank & Trust Company, in the City of Many, Louisiana, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Resolution and thereafter “Paying Agent” shall mean such successor Paying Agent.
“Person” means any individual, corporation, partner ship, joint venture, association, joint-stock company, trust, unincorpo rated organization or government or any agency or political subdivision thereof.
“Purchaser” means Sabine State Bank & Trust Company, of Many, Louisiana, 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.
“Resolution” means this resolution authorizing the issuance of the Bonds, as it may be supplemented and amended.
“Tax” means (i) special tax of nine and ninety-seven hundredths (9.97) mills authorized by R.S. 33:9003A (such rate being subject to adjustment from time to time due to reassessment) which the Issuer is authorized to impose and collect each year and (ii) a special tax of seven and ninety-four hundredths (7.94) mills authorized at an election held on April 5, 1980 (such rate being subject to adjustment from time to time due to reassessment) which the Issuer is authorized to impose and collect each year.
I. SECTION Authorization of Bonds; Maturities. In compliance with the terms and
provisions of the Act, and other applicable constitu tional and statutory authority, there is hereby authorized the incurring of an indebted ness of One Million Five Hundred and Ninety Five Thousand Dollars ($1,595,000) for, on behalf of, and in the name of the Issuer, for the of (i) refunding the Issuer’s outstanding Certificates of Indebtedness, Series 2007 and (ii) constructing, improving and renovating law enforcement buildings and other facilities, acquiring equipment and furnishings, and paying the costs incurred in connection with the issuance thereof, this Govern ing Authority does hereby authorize the issuance of One Million Five Hundred and Ninety Five Thousand Dollars ($1,595,000) of Limited Tax Revenue Bonds, Series 2010 , of the Issuer. The Bonds shall be in fully registered form, shall be dated the date of delivery thereof, shall be issued in the denomina tion of Five Thousand Dollars ($5,000) each or any integral multiple thereof within a single maturity and shall be numbered from R-1 upward. The Bonds shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing March 1, 2011, at the following rates of interest per annum and shall become due and payable and mature serially on March 1 of the years and in the amounts, as follows:
Year Principal Interest Rate
(March 1) Amount Per Annum
2012 $210,000 0.75%
2013 215,000 1.15
2014 220,000 1.40
2015 230,000 1.75
2016 235,000 2.00
2017 240,000 2.50
2018 245,000 2.90
The principal of the Bonds, upon maturity, shall be payable at the principal office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check of the Paying Agent mailed by the Paying Agent to the Owner (determined as of the close of business on the Record Date) at the address shown on the Bond Register. Each Bond delivered under this Resolution upon transfer of, in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution.
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or obliga tory for any purpose, unless there appears on such Bond a certificate of registra tion, substantially in the form provided in this Resolution, executed by the Paying Agent by manual signature.
II. SECTION Redemption Provisions. The Bonds will not be callable for redemption prior to their stated maturity dates.
III. SECTION Registration and Transfer. The Issuer shall cause the Bond Register to be kept by the Paying Agent. The Bonds may be transferred, registered and assigned only on the Bond Register, and such registra tion shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bond or by other instru ments of transfer and assignment accept able to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bonds after receipt of the Bonds to be transferred in proper form. Such new Bond or Bonds shall be in an authorized denomination of the same maturity and like principal.
IV. SECTION Form of Bonds. The Bonds and the endorsements to appear thereon shall be in substantially the following forms, respectively, to-wit:
NO. R-___________ PRINCIPAL AMOUNT $___________
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF ST. MARTIN
LIMITED TAX REVENUE BOND, SERIES 2010
OF THE
LAW ENFORCEMENT DISTRICT OF THE
PARISH OF ST. MARTIN, STATE OF LOUISIANA
Bond Maturity Interest
Date Date Rate
_______, 2010 March 1, _____ ______%
The LAW ENFORCEMENT DISTRICT OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA (the “Issu er”), promises to pay, but solely from the source and as hereinafter provided, to:
SABINE STATE BANK & TRUST COMPANY
or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Bond Date set forth above or the most recent interest payment date to which interest has been paid or duly provided for, payable on March 1 and September 1 of each year, commenc ing March 1, 2011 (each an “Interest Payment Date”), at the Inter est Rate per annum set forth above until said Principal Amount is paid. The principal of this Bond, upon maturity, is payable in lawful money of the United States of America at the principal office of Sabine State Bank & Trust Company, in the City of Many, Louisiana, or successor thereto (the “Paying Agent”), upon presentation and surrender hereof. Interest on this Bond is payable by check mailed by the Paying Agent to the registered owner (deter mined as of the close of business on the 15th calendar day of the month next preced ing each Interest Payment Date) at the address as shown on the registra tion books of the Paying Agent.
This Bond is one of an authorized issue aggregat ing in principal the sum of One Million Five Hundred and Ninety Five Thousand Dollars ($1,595,000) of Limited Tax Revenue Bonds, Series 2010, of the Issuer (the “Bonds”) all of like tenor and effect except as to number, denomination, interest rates and maturity, said Bonds having been issued by the Issuer pursuant to a resolution adopted by its governing authority on November 19, 2010 (the “Resolution”), for the purpose of (i) refunding the Issuer’s outstanding Certificates of Indebtedness, Series 2007 and (ii) constructing, improving and renovating law enforcement buildings and other facilities, acquiring equipment and furnishings, and paying the costs incurred in connection with the issuance thereof, under the authority conferred by Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended (R.S. 39:1430), and other constitutional and statutory authority.
The Bonds are not callable for redemption prior to their stated maturity dates.
The Issuer shall cause to be kept at the principal office of the Paying Agent a register (the “Bond Register”) in which registration of the Bonds and of transfers of the Bonds shall be made as provided in the Resolution. This Bond may be transferred, registered and assigned only on the Bond Register, and such registra tion shall be at the expense of the Issuer. This Bond may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Paying Agent.
This Bond is secured by an irrevocable pledge and dedication of the funds to be derived by the Issuer from the levy and collection of (i) special tax of nine and ninety-seven hundredths (9.97) mills authorized by R.S. 33:9003A (such rate being subject to adjustment from time to time due to reassessment) which the Issuer is authorized to impose and collect each year and (ii) a special tax of seven and ninety-four hundredths (7.94) mills authorized at an election held on April 5, 1980 (such rate being subject to adjustment from time to time due to reassessment) which the Issuer is authorized to impose and collect each year (collectively, the “Tax”). For a more complete statement of the Tax revenues from which and conditions under which this Bond is issued, reference is hereby made to the Resolution. The Issuer, in the Resolution, has also entered into certain other covenants and agreements with the registered owner of this Bond, for the terms of which reference is made to the Resolution.
This Bond shall not be valid or become obligato ry for any purpose or be entitled to any security or benefit under the Resolution until the certificate of registration hereon shall have been signed by the Paying Agent.
It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitu tion and statutes of the State of Louisiana. It is further certified, recited and declared that all acts, conditions and things re quired to exist, to happen and to be performed precedent to and in the issuance of this Bond and the issue of which it forms a part to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Bond and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitu tion and statutes of the State of Louisiana.
IN WITNESS WHEREOF, the St. Martin Parish Sheriff and Ex-Officio Tax Collector and Chief Executive Officer of the Law Enforcement District of the Parish of St. Martin, State of Louisiana, acting as the governing authority of the Issuer, has caused this Bond to be executed on behalf of the Issuer by his facsimile or manual signature.
LAW ENFORCEMENT DISTRICT OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA RONALD J. THERIOT, SHERIFF OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA, AND EX-OFFICIO CHIEF EXECUTIVE OFFICER OF THE LAW ENFORCEMENT DISTRICT OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA
(SEAL)
* * * * *
PAYING AGENT’S CERTIFICATE OF REGISTRATION
This Bond is one of the Bonds referred to in the within mentioned Bond Resolution.
Sabine State Bank & Trust Company
Many, Louisiana
as Paying Agent
Date of
Registration: _____________, 2010 By:
Authorized Officer
ASSIGNMENT
FOR VALUE RE CEIVED, the undersigned hereby sells, assigns and transfers unto
Please Insert Social Security
or other Identifying Number of Assignee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assign ment must corre spond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlarge ment or any change whatever.
LEGAL OPINION CERTIFICATE
I, the undersigned St. Martin Parish Sheriff and Ex-Officio Tax Collector and Chief Executive Officer of the Law Enforcement District of the Parish of St. Martin, State of Louisiana, do hereby certify that the following is a true copy of the complete legal opinion of Foley & Judell, L.L.P., the original of which was manually executed, dated and issued as of the date of payment for and delivery of the original bonds of the issue described therein and was delivered to Sabine State Bank & Trust Company, of Many, Louisiana, the original purchaser thereof:
(LEGAL OPINION TO BE INSERTED)
I further certify that an executed copy of the above legal opinion is on file in my office, and that an executed copy thereof has been furnished to the Paying Agent for this Bond.
(facsimile)
St. Martin Parish Sheriff
I. SECTION Execution of Bonds. The Bonds shall be signed by the Executive Officer for, on behalf of, in the name of and under the corporate seal of the Issuer, and the Legal Opinion Certificate shall be signed by the Executive Officer, which signa ture and corporate seal may be either manual or facsimile.
II. SECTION Pledge and Dedication of Revenues. Pursuant to the Act, the Bonds shall be secured by and payable from an irrevocable pledge and dedication of the avails or proceeds of the Tax. This Governing Authority does hereby obligate itself and its successors in office to impose and collect the Tax annually in each year and does hereby irrevocably and irrepealab ly dedicate, appropriate and pledge the annual income to be derived from the assessment, levy and collec tion of the Tax in each year to the payment of the Bonds until their maturity.
III. SECTION Parity 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 bonds may hereafter be issued on a parity with the Bonds under the following conditions:
(1) The Bonds herein authorized or any part thereof, including the 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 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 year in excess of the principal and interest which would have been required in such year to pay the Bonds refunded thereby, then such Bonds may not be refunded without the consent of the Owner of the unrefunded portion of the Bonds issued hereunder (provid ed such consent shall not be required if such refunding bonds meet the requirements set forth in clause 2 of this Sec tion).
(2) Additional bonds may be issued on and enjoy a full and complete parity with the Bonds with respect to the revenues of the Tax, provided that the anticipated Tax revenues in the year in which the additional bonds are to be issued, as reflected in the budget adopted by the Issuer, must be at least 1.35 times the combined principal and interest requirements for any calendar year on the Bonds and the said additional bonds.
(3) Junior and subordinate bonds may be issued without restriction.
(4) The Issuer must be in full compliance with all covenants and undertakings in connection with the Bonds and there must be no delinquencies in payments required to be made in connection therewith.
(5) The additional bonds must be payable as to principal on March 1st of each year, commencing not more than 2 years from the date thereof, and payable as to interest on March 1 and September 1 of each year.
IV. SECTION Sinking Fund. For the payment of the principal of and the interest on the Bonds and any additional parity bonds, there has been created a special fund known as “Limited Tax Revenue Bonds (2010) Sinking Fund”, said Sinking Fund having been established and maintained with the regularly designated fiscal agent bank of the Issuer. The Issuer shall deposit in the Sinking Fund at least one (1) day in advance of the date on which each payment of principal and/or interest on the Bonds falls due, funds fully sufficient to promptly pay the maturing principal and/or interest so falling due on such date. The depository for the Sinking Fund shall transfer from the Sinking Fund to the Paying Agent funds fully sufficient to pay promptly the princi pal and interest falling due on such date.
It shall be specifical ly understood and agreed, however, and this provision shall be a part of this contract, that after the funds have been budgeted out of the revenues of the Tax for any year sufficient to pay the princi pal and interest on the Bonds herein autho rized for that year, and all required amounts for that year have been deposited in the afore said Sinking Fund estab lished for the Bonds, then any annual revenues of the Tax remaining in that year shall be free for expenditure by the Issuer for the purposes for which the Tax was authorized.
All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Resolution shall constitute sacred funds for the benefit of the Owners of the Bonds, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of depos its of public funds.
All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provi sions of the laws of the State of Louisiana.
V. SECTION Budget; Financial Statements. As long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall prepare and adopt a budget prior to the begin ning of each Fiscal Year and shall furnish a copy of such budget within thirty (30) days after its adoption to the Paying Agent and the Purchaser; the Issuer shall also furnish a copy of such budget to the Owners of any of the Bonds who request the same. Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of its books and accounts to be made by the Legislative Auditor or an independent firm of certified public accountants showing the receipts and disbursements made by the Issuer during the previous Fiscal Year. Such audit shall be available for inspection by the Owner of any of the Bonds, and, upon completion, a copy of such audit shall be furnished to the Purchaser
VI. SECTION Application of Proceeds. The Executive Officer are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution, to cause the necessary Bonds to be printed, to issue, execute and seal the Bonds, and to effect delivery thereof as hereinafter provided. The proceeds derived from the sale of the Bonds, except accrued interest, shall be used only for the purpose for which the Bonds are issued. Accrued interest, if any, derived from the sale of the Bonds shall be deposited in the Sinking Fund to be applied to the first interest payment.
VII. SECTION Bonds Legal Obligations. The Bonds shall constitute legal, binding and valid obliga tions of the Issuer and shall be the only representations of the indebted ness as herein authorized and created.
VIII. SECTION Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Bonds, and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by this Governing Authority or the Issuer as a result of issuing the Bonds.
No material modification or amend ment of this Resolution, or of any Resolution amendatory hereof or supple mental 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 modifica tion or amendment shall permit a change in the maturity provisions of the Bonds, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Bonds as the same shall come due from the revenues appro priated, pledged and dedicated to the payment thereof by this Resolution, or reduce the percentage of the Owners required to consent to any material modification or amendment of this Resolution, without the consent of the Owners of the Bonds.
IX. SECTION Severability; Application of Subsequently Enacted Laws. 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 or 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 constitu tional or statutory provi sions enacted after the date of this Resolution which vali date or make legal any provision of this Resolution and/or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Bonds.
X. SECTION Recital of Regularity. This Governing Authority having investi gated the regularity of the proceedings had in connection with the 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.”
XI. SECTION 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 regis tered as the Owner of such Bond for the purpose of receiv ing payment of the principal of and interest on such Bond and for all other purposes whatsoev er, 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.
XII. SECTION Notices to Owners. Wherever this Resolution pro vides for notice to Owners of Bonds of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Owner of such Bonds, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners of Bonds is given by mail, neither the failure to mail such notice to any particular Owner of Bonds, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners 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.
XIII. SECTION Cancellation of Bonds. All Bonds surrendered for payment, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be prompt ly 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.
XIV. SECTION Mutilated, Destroyed, Lost or Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfac tion of the destruction, loss or theft of any Bond, and (2) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harm less, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same maturity and of like tenor, interest rate and principal amou nt, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, de stroyed, lost or stolen bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilat ed, destroyed, lost or stolen Bond shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other Outstanding Bonds. Any additional procedures set forth in the Agree ment, authorized in this Resolution, shall also be available with respect to mutilated, de stroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, de stroyed, lost or stolen Bonds.
XV. SECTION Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall other wise be paid to the Owner, the principal of and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all cove nants, agree ments, and other obligations of the Issuer to the Owner 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 Resolution to the Issuer.
Bonds or interest install ments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturi ty date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section if they are defeased in the manner provided by Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended.
XVI. SECTION Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifica tions hereinafter described for the perfor mance of the duties hereunder for the Bonds. The designa tion of the initial Paying Agent in this Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution or Resolution giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exer cise trust powers, and subject to supervi sion or examination by Federal or State authority. The Executive Officer is hereby authorized and directed to execute an appropri ate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signa tures of said officers on such Agreement to be conclu sive evi dence of the due exercise of the authority granted hereunder.
XVII. SECTION Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisi ana, it will comply with the requirements of the Code in order to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Bonds to be “arbitrage bonds” or would result in the inclusion of the interest on any of the Bonds in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Bond proceeds or (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America or (iii) the use of the proceeds of the Bonds in a manner which would cause the Bonds to be “private activity bonds”.
The Executive Officer are hereby empow ered, autho rized and directed to take any and all action and to execute and deliver any instrument, document or bond necessary to effectuate the purposes of this Section.
XVIII. SECTION Designation as “Qualified Tax-Exempt Obligations”. The Bonds are designated as “qualified tax-exe mpt obliga tions” within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and deter mines that:
(a) the Bonds are not “private activity bonds” within the meaning of the Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordi nate entities in calendar year 2010 does not exceed $30,000,000.
The Executive Officer are hereby empow ered, autho rized and directed to take any and all action and to execute and deliver any instrument, document or bond necessary to effectuate the purposes of this Section.
XIX. SECTION Disclosure Under SEC Rule 15c2-12. The Issuer will not be required to comply with the continuing disclosure requirements described in the Rule 15c-2-12(b) of the Securities and Exchange Commission [17 CFR §240.15c2-12(b)], because:
(1) the Bonds are not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities, and
(2) the Bonds are being sold to only one financial institution (i.e., no more than thirty-five persons), which (i) has 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 Bonds and (ii) is not purchasing the Bonds for more than one account or with a view to distributing the Bonds.
XX. SECTION Publication. A copy of this Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer.
XXI. SECTION Award of Bonds. The Issuer hereby accepts the offer of the Purchaser to purchase the Bonds, attached as Exhibit “A” hereto. The Bonds shall be delivered to the Purchaser upon the payment of the principal amount thereof.
XXII. 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.
XXIII. SECTION Effective Date. This Bond Resolution shall become effective immediately.
THUS DONE, adopted and signed on this, the 19th day of November, 2010.
/s/ Ronald J. Theriot______________________
RONALD J. THERIOT, SHERIFF OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA, AND EX-OFFICIO CHIEF EXECUTIVE OFFICER OF THE LAW ENFORCEMENT DISTRICT OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA
STATE OF LOUISIANA
PARISH OF ST. MARTIN
I, the under signed St. Martin Parish Sheriff and Ex-Officio Tax Collector and Chief Executive Officer of the Law Enforcement District of the Parish of St. Martin, State of Louisiana, do hereby certify that the foregoing _______ ________ _____ (_____) pages constitute a true and correct copy of a resolution adopted on November 19, 2010, providing for the incurring of debt and issuance of One Million Five Hundred and Ninety Five Thousand Dollars ($1,595,000) of Limited Tax Revenue Bonds, Series 2010 , of the Law Enforcement District of the Parish of St. Martin, State of Louisiana ; pre scribing the form, terms and condi tions of said Bonds; designating the date, denomination and place of payment of said Bonds; pro vid ing for the pay ment there of in principal and interest; authoriz ing the agreement with the Paying Agent; and provid ing for other matters in connection therewith.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Issuer on this, the 19th day of November, 2010.
RONALD J. THERIOT, SHERIFF OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA, AND EX-OFFICIO CHIEF EXECUTIVE OFFICER OF THE LAW ENFORCEMENT DISTRICT OF THE PARISH OF ST. MARTIN, STATE OF LOUISIANA
(SEAL)
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