2015-03-10

THE VERNON PARISH SCHOOL BOARD CONVENED IN REGULAR SESSION AT 5:00 P.M., 201 BELVIEW ROAD, LEESVILLE, LOUISIANA. PRESIDENT BRANDON CALLED THE MEETING TO ORDER AND ON ROLL CALL THE FOLLOWING MEMBERS WERE PRESENT:

On motion of John Blankenbaker, seconded by Jim Seaman, the Board voted to approve the minutes of the February 10, 2015 regular meeting and dispense with the reading of the minutes.

A resolution providing for the issuance and sale of Three Hundred Seventy-Six Thousand Dollars ($376,000) of General Obligation School Refunding Bonds, Series 2015, of Ward Three Wardwide School District No. 160 of Vernon Parish, Louisiana; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for the payment of the principal of and interest on such Bonds and the application of the proceeds thereof to the prepayment of certain bonds of said District; awarding said Bonds to the purchaser thereof; and providing for other matters in connection therewith.

WHEREAS, pursuant to the provisions of Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, and a special election held on February 9, 2008, the result of which was duly promulgated in accordance with law, Ward Three Wardwide School District No. 160 of Vernon Parish, Louisiana (the “Issuer”), acting through its governing authority, the Parish School Board of the Parish of Vernon, State of Louisiana (the “Governing Authority”), issued a $650,000 General Obligation School Bond, Series 2011 (the “Refunded Bond”); and

WHEREAS, in order to provide debt service reduction to the Issuer, this Governing Authority desires to prepay the principal installments of the Refunded Bond (the installments falling due on August 26th of the years 2015 to 2041, inclusive), pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), and other constitutional and statutory authority, through the issuance of general obligation refunding bonds of the Issuer; and

WHEREAS, the Issuer has found and determined that the refunding of the outstanding principal installments of the Refunded Bond would be financially advantageous to the Issuer and would result in a lower effective interest rate on the Refunded Bond and debt service savings to the Issuer; and

WHEREAS, pursuant to the Act, and other constitutional and statutory authority, it is now the desire of this Governing Authority to provide for the issuance of Three Hundred Seventy-Six Thousand Dollars ($376,000) principal amount of General Obligation School Refunding Bonds, Series 2015, of the Issuer (the “Bonds”), for the purpose of prepaying the outstanding principal installments of the Refunded Bond, to fix the details of the Bonds and to sell the Bonds to the purchaser thereof; and

WHEREAS, in connection with the issuance of the Bonds, it is necessary that provision be made for the payment of the principal and interest of the outstanding principal installments of the Refunded Bond described in Exhibit A hereto and to provide for the prepayment of the Refunded Bond; and

WHEREAS, the Issuer desires to sell the Bonds to the purchaser thereof and to fix the details of the Bonds and the terms of the sale of the Bonds; and

NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Vernon, State of Louisiana, acting as the governing authority of the Issuer, that:

.1. SECTION Definitions . In addition to the terms defined in the preambles hereto, the following terms shall have the following meanings unless the context otherwise requires:

“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.

“Bonds” means the General Obligation School Refunding Bonds, Series 2015, of the Issuer issued by this resolution in the total principal amount of $376,000.

“Business Day” shall mean a day of the year other than a day on which banks located in New York, New York and the cities in which the principal offices of the Paying Agent are located are required or authorized to remain closed and on which the New York Stock Exchange is closed.

“Executive Officers” means, collectively, the President and the Secretary of the Governing Authority.

“Interest Payment Date” means March 1 and September 1 of each year, commencing September 1, 2015.

“Owner” or “Owners” means the Person reflected as registered owner of any of the Bonds on the registration books maintained by the Paying Agent.

“Paying Agent” means ______________________, in the City of _________, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Resolution, and thereafter “Paying Agent” means such successor Paying Agent.

“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” means ________________________, in the City of _______, Louisiana.

“Record Date” means, with respect to an Interest Payment Date, the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a Business Day.

“Refunded Bond” means the outstanding principal installments of the General Obligation School Bond, Series 2011, of the Issuer falling due on August 26^th of the years 2015 through 2041, inclusive.

“Resolution” means this resolution, as it may be amended and supplemented as herein provided.

(a) SECTION Authorization of Bonds; Refunding of Refunded Bond . This Resolution creates a series of Bonds of the Issuer designated “General Obligation School Refunding Bonds, Series 2015, of Ward Three Wardwide School District No. 160 of Vernon Parish, Louisiana” and provides for the full and final payment of the principal and interest on all the Bonds.

(b) The Bonds issued under this Resolution shall be issued for the purpose of prepaying the Refunded Bond and paying the costs of issuance of the Bonds.

(c) Provision having been made for the orderly prepayment of the Refunded Bond in accordance with its terms, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Bond, and accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the Refunded Bond, except to assure that the Refunded Bond is paid from proceeds of the Bonds and other moneys available to the Issuer as hereinafter set forth.

.2. SECTION Resolution to Constitute Contract . The provisions of this Resolution shall be a contract of the Issuer with the Owner and shall be deemed to be and shall constitute a contract between the Issuer and the Owners from time to time of the Bonds.

.3. SECTION Obligation of Bonds . The Bonds shall constitute general obligations of the Issuer, and the full faith and credit of the Issuer is hereby pledged for their payment and for the payment of all the interest thereon. The Issuer is bound under the terms and provisions of law and this Resolution to impose and collect annually, in excess of all other taxes, a tax on all the property subject to taxation within the territorial limits of the Issuer, sufficient to pay the principal of and interest on the Bonds falling due each year, said tax to be levied and collected by the same officers in the same manner and at the same time as other taxes are levied and collected within the territorial limits of the Issuer. All ad valorem taxes levied by the Issuer in each year for the payment of the Bonds shall, upon their receipt, be transferred to this Governing Authority, which shall have responsibility for the deposit of such receipts and for the investment and reinvestment of such receipts and the servicing of the Bonds and any other general obligation bonds of the Issuer.

.4. SECTION Authorization and Designation . Pursuant to the provisions of the Act and other constitutional and statutory authority and subject to the approval of the State Bond Commission, there is hereby authorized the issuance of Three Hundred Seventy-Six Thousand Dollars ($376,000) principal amount of the Bonds for the purpose of prepaying the Refunded Bond and paying the costs of issuance of the Bonds. The Bonds shall be in substantially the form set forth as Exhibit B hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Resolution.

This Governing Authority hereby finds and determines that upon the issuance of the Bonds, the total outstanding amount of general obligation bonds of the Issuer issued and deemed to be outstanding will not exceed the Issuer's general obligation bond limit.

.5. SECTION Denominations, Dates, Maturities and Interest . The Bonds shall be in fully registered form, shall be dated the date of delivery thereof, shall be issued in denominations corresponding to the outstanding principal amount of the respective maturities (one Bond per maturity) and shall be numbered from R-1 upwards. The unpaid principal of the Bonds shall bear interest at the following rates of interest per annum 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 September 1, 2015, and shall mature serially on March 1 of each year as follows:

The principal of the Bonds, upon maturity, shall be payable at the principal corporate office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check 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 that neither gain nor loss in interest shall result from such transfer, exchange or substitution.

The person in whose name any Bond is registered at the close of business on the Record Date with respect to an Interest Payment Date shall in all cases be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.

.1. SECTION Registration and Transfer. The Issuer shall cause a Bond Register to be kept by the Paying Agent. The Bonds may be transferred, registered and assigned only on the Bond Register of the Paying Agent, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bond or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bond after receipt of the Bond to be transferred in proper form. Such new Bond shall be in authorized denomination. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date.

.2. SECTION Cancellation of Bonds . The Bonds shall be promptly cancelled by the Paying Agent as they are paid. The Paying Agent shall promptly furnish to the Secretary of the Governing Authority an appropriate certificate of cancellation.

.3. SECTION Execution . The Bonds shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the Executive Officers, and the corporate seal of the Issuer (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon.

.4. SECTION Registration by Paying Agent . No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of registration on such Bond substantially in the form set forth in Exhibit B hereto shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Resolution.

.5. SECTION 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.”

(a) SECTION Sinking Fund . For the payment of the principal of and the interest on the Bonds, the Issuer will maintain a special fund, to be held by the regularly designated fiscal agent of the Issuer (the “Sinking Fund”), into which the Issuer will deposit the proceeds of the said tax described in Section hereof and no other moneys whatsoever (except for interest earnings thereon). The depository for the Sinking Fund shall transfer from the Sinking Fund to the Paying Agent at least three (3) days in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest falling due on such date.

(b) All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Resolution shall constitute sacred funds for the benefit of the Owners and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds.

(c) All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provisions of the laws of the State in which event all income derived from such investments shall be added only to the Sinking Fund.

.2. SECTION Payment of Bonds . The Issuer shall duly and punctually pay or cause to be paid as herein provided the principal of and interest on the Bonds as the same fall due and at the place and in the manner stated in the Bonds.

.1. SECTION Redemption Provisions. The Bonds maturing on March 1, 2026, and thereafter, are callable for redemption at the option of the Issuer in full or in part at any time on or after March 1, 2025, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for. Official notice of such call of any of the Bonds for redemption shall be given by means of first class mail, postage prepaid, by notice deposited in the United States mail not less than thirty (30) days prior to the redemption date addressed to the registered owner of Bond to be redeemed at his address as shown on the registration books of the Paying Agent.

.1. SECTION Application of Bond Proceeds . As a condition of the issuance of the Bonds, the Issuer hereby binds and obligates itself to:

(a) Apply a sufficient amount of the proceeds derived from the issuance and sale of the Bonds, together with additional moneys of the Issuer from the sinking fund heretofore established and maintained for the payment of principal and interest on the Refunded Bond, as will enable the Issuer to immediately redeem the Refunded Bond in principal and accrued interest on the date set for the redemption of the Refunded Bond.

(b) Retain such amount of the proceeds of the Bonds and/or other moneys available to the Issuer from said sinking fund as will enable the Issuer to pay the costs of issuance of the Bonds.

.1. SECTION Tax Covenants . The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Code in order to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The Issuer shall not take any action or fail to take any action, nor shall it permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, to acquire any securities or obligations the acquisition of which would cause any Bond to be an “arbitrage bond” as defined in the Code or would result in the inclusion of the interest on any Bond in “gross income” under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Bonds, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (iii) the use of the proceeds of the Bonds in a manner which would cause the Bonds to be “private activity bonds” under the Code.

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

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

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

(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinate entities in calendar year 2015 does not exceed $10,000,000.

.3. SECTION Disclosure Under SEC Rule 15c2-12. The Issuer is not required at this time to comply with the continuing disclosure requirements described in Rule 15c2-12(b) of the Securities and Exchange Commission [17 CFR §240.15c2-12(b)], because:

(a) 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

(b) the Bonds are being sold to no more than one financial institution 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 same.

.1. SECTION Events of Default. If one or more of the following events (in this Resolution called "Events of Default") shall happen, that is to say,

(a) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise; or

(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; or

(c) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in the Resolution, any supplemental resolution or in the Bonds contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by any Owner; or

(d) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law;

then, upon the happening and continuance of any Event of Default the Owners shall be entitled to exercise all rights and powers for which provision is made under Louisiana law.

(a) SECTION Paying Agent; Appointment and Acceptance of Duties . The Issuer will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Resolution. The designation of _______________________ as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by this Resolution by executing and delivering to the Executive Officers a written acceptance thereof. This Governing Authority reserves the right to appoint successor Paying Agents by filing with the Person then performing such function a certified copy of a resolution or ordinance giving notice of the termination of the agreement and appointing a successor and causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a trust company or bank organized and doing business under the laws of the United States of America or of the State of Louisiana.

(a) SECTION Defeasance. If the Issuer shall pay or cause to be paid to the Owners the principal and interest to become due on the Bonds at the times and in the manner stipulated therein and in this Resolution, then the covenants, agreements and other obligations of the Issuer to the Owners shall be discharged and satisfied. In such event, the Paying Agent shall, upon the request of the Issuer, execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the Issuer all moneys, securities and funds held by them pursuant to this Resolution which are not required for the payment of the Bonds in full.

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

.2. SECTION Moneys Held for Particular Bonds. The amounts held by the Paying Agent for the payment due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners entitled thereto.

.3. SECTION Parties Interested Herein. Nothing in this Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Issuer, the Paying Agent and the Owners any right, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent and the owners of the Refunded Bond and the Owners.

.4. SECTION 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 this Governing Authority or officer thereof or any person executing the Bonds.

.5. SECTION 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.

.6. SECTION Subrogation. In the event the Bonds should ever be held invalid by any court of competent jurisdiction, the Owners thereof shall be subrogated to all the rights and remedies against the Issuer had and possessed by the owners of the Refunded Bond.

.7. SECTION 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 or invalidity shall not affect any other provision of the 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 enacted after the date of this Resolution 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.

.8. SECTION Publication of Resolution. This Resolution shall be published one time in the official journal of the Issuer; however, it shall not be necessary to publish any exhibits hereto if the same are available for public inspection and such fact is stated in the publication.

.9. SECTION Execution of Documents. In connection with the issuance and sale of the Bonds, the Executive Officers are each authorized, empowered and directed to execute on behalf of the Issuer such documents, certificates and instruments as they may deem necessary, upon the advice of bond counsel, to effect the transactions contemplated by this Resolution, the signatures of the Executive Officers on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder.

.10. SECTION Audit. As soon as practicable after the filing thereof, a copy of any financial statement of the Issuer and a copy of any audit and annual report of the Issuer shall be forwarded to the Purchaser and shall be available to any Owner upon request.

.11. SECTION Post-Issuance Compliance. The Executive Officers and/or their designees are directed to establish written procedures to assist the Issuer in complying with various State and Federal statutes, rules and regulations applicable to the Bonds and are further authorized to take any and all actions as may be required by said written procedures to ensure continued compliance with such statutes, rules and regulations throughout the term of the Bonds.

.1. SECTION Sale of Bonds. The Bonds are hereby sold to the Purchaser at the price and under the terms and conditions set forth in the Offer to Purchase attached hereto as Exhibit C.

.1. SECTION Call for Prepayment. The Refunded Bond, as more fully described in Exhibit A hereto, is hereby called for prepayment on the date of delivery of the Bonds at the principal amount of all of the outstanding principal installments thereof, together with accrued interest, if any, to the call date, in compliance with the resolution authorizing its issuance.

.2. SECTION Notice of Prepayment. This Governing Authority, acting through bond counsel, will notify the owner of the Refunded Bond.

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

Member	Yea	Nay	Absent	Abstaining
Randi Gleason	X
Jim Seaman	X
Robert Pynes, Jr.	X
Angie Davis	X
Steve Woods	X
Doug Brandon	X
David Detz	X
Randy Martin	X
Michael Perkins	X
Vernon Travis	X
John Blankenbaker	X
Gerald Cooley			X

The Bond bears interest at the rate of 4. 25% per annum and is payable in annual installments of principal and interest of $39,416.00 falling due on August 26^th of the years 2015 through 2041, inclusive.

The outstanding principal installments of the Bond and the accrued interest thereon will be prepaid on the date the Issuer’s General Obligation School Refunding Bonds, Series 2015, are delivered.

Ward Three Wardwide School District No. 160 of Vernon Parish, Louisiana (the “Issuer”), promises to pay to:

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, commencing September 1, 2015 (each an “Interest Payment Date”), at the Interest Rate per annum set forth above until said Principal Amount is paid. The principal of this Bond, upon maturity or redemption, is payable in lawful money of the United States of America at the principal corporate office of _________________________, in ______________, Louisiana (the “Paying Agent”), or successor thereto, upon presentation and surrender hereof. Interest on this Bond is payable by check mailed by the Paying Agent to the registered owner (determined as of the close of business on the 15th calendar day of the month next preceding the Interest Payment Date) at the address as shown on the registration books of the Paying Agent.

This Bond is one of an authorized issue aggregating in principal the sum of Three Hundred Seventy-Six Thousand Dollars ($376,000) (the “Bonds”), all of like tenor and effect except as to number, denomination maturity, and interest rate, the Bonds having been issued by the Issuer pursuant to a resolution adopted by its governing authority on March 5, 2015 (the “Resolution”), for the purpose of prepaying the outstanding principal installments of the Issuer's outstanding General Obligation School Bond, Series 2011 (consisting of the principal installments falling due on August 26^th of the years 2015 to 2041, inclusive), and paying the costs of issuance of the Bonds, under the authority conferred by Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.

The Bonds maturing on March 1, 2026, and thereafter, are callable for redemption at the option of the Issuer in full or in part at any time on or after March 1, 2025, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for. Official notice of such call of any of the Bonds for redemption shall be given by means of first class mail, postage prepaid, by notice deposited in the United States mail not less than thirty (30) days prior to the redemption date addressed to the registered owner of Bond to be redeemed at his address as shown on the registration books of the Paying Agent.

The Bonds are issuable as fully registered bonds in the denominations corresponding to the principal amounts of the respective maturities (one Bond per maturity).

The Issuer shall cause to be kept at the principal corporate 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 registration shall be at the expense of the Issuer. This Bond may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Paying Agent. A new Bond will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for this transferred and assigned Bond after receipt of this Bond to be transferred in proper form. Such new Bond shall be in an authorized denomination. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning at the opening of business on the 15th day of the month next preceding an Interest Payment Date and ending at the close of business on the Interest Payment Date.

This Bond constitutes a general obligation of the Issuer, and the full faith and credit of the Issuer is pledged for the payment of this Bond and the issue of which it forms a part. This Bond is secured by a special tax to be imposed and collected annually in excess of all other taxes on all the property subject to taxation within the territorial limits of the Issuer, under the Constitution and laws of Louisiana, sufficient in amount to pay the principal of the Bonds and the interest thereon as they severally mature.

This Bond shall not be valid or become obligatory 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 Constitution and statutes of this State. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond and the issue of which it forms a part necessary 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, that the indebtedness of the Issuer, including this Bond and the issue of which it forms a part, does not exceed any limitation prescribed by the Constitution and statutes of the State of Louisiana.

IN WITNESS WHEREOF, the Parish School Board of Parish of Vernon, State of Louisiana, acting as the governing authority of the Issuer, has caused this Bond to be executed in the name of the Issuer by the manual signatures of its President and Secretary and the governing authority’s corporate seal to be impressed hereon.

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.

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.

I, the undersigned Secretary of the Parish School Board of the Parish of Vernon, State of Louisiana, do hereby certify that the foregoing pages constitute a true and correct copy of a resolution adopted on March 5, 2015, by said Parish School Board of the Parish of Vernon, State of Louisiana, providing for the issuance and sale of Three Hundred Seventy-Six Thousand Dollars ($376,000) of General Obligation School Refunding Bonds, Series 2015, of Ward Three Wardwide School District No. 160 of Vernon Parish, Louisiana; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for the payment of the principal of and interest on such Bonds and the application of the proceeds thereof to the refunding of certain bonds of said District; awarding said Bonds to the purchaser thereof; and providing for other matters in connection therewith.

IN FAITH WHEREOF, witness my official signature and the impress of the official seal of said School Board at Leesville, Louisiana, on this, the 5^th day of March, 2015.

WHEREAS, during each fiscal year between Fiscal Year 2009-10 and Fiscal Year 2011-12, the Louisiana Board of Elementary and Secondary Education adopted and the Louisiana Legislature approved a Minimum Foundation Program funding formula that provides that an annual growth adjustment of 2.75% shall automatically be applied to the state and local base per pupil amount in the event that the Resolution adopting the formula remains in effect in a subsequent fiscal year, and

WHEREAS, one of the Minimum Foundation Program funding formulas adopted by the Louisiana Board of Elementary and Secondary Education and approved by the Louisiana legislature between Fiscal Year 2009-10 and Fiscal Year 2011-12 remain in effect for Fiscal Years 2012-13 and 2013-14 by virtue of the Louisiana Legislature’s failure to approve a constitutional Minimum Foundation Program funding formula for Fiscal Year 2012-13 and failed to approve a Minimum Foundation Program funding formula for Fiscal Year 2013-14, and

WHEREAS, the Vernon Parish School Board has been negatively impacted by there being no growth in the state and local base per pupil amount in the Minimum Foundation Program funding formula for several prior years, and

WHEREAS, the application of one of the Minimum Foundation Program funding formulas adopted by the Louisiana Board of Elementary and Secondary Education and approved by the Louisiana legislature between Fiscal Year 2009-10 and Fiscal Year 2011-12 will result in a growth of 2.75 percent in the state and local base per pupil amount in the Minimum Foundation Program funding formula for Fiscal Years 2012-13 and 2013-14, and

WHEREAS, pursuant to La. R.S. 17:81(E)(1), school boards are mandated to exercise proper vigilance in securing for their schools all funds destined for the support of said schools, and

WHEREAS, the funds comprising the annual growth adjustment are funds destined for the support of the schools in this school system, and

WHEREAS, the Vernon Parish School Board, its Superintendent of Schools, and its staff are in need of special counsel with experience, training, and expertise in school and constitutional law issues to seek recovery any and all funds destined for the support of the public schools in Vernon Parish, and

WHEREAS, through its representation of various school boards in the State of Louisiana, the law firm of Hammonds, Sills, Adkins & Guice, LLP of Baton Rouge, Louisiana, has special experience, training, and expertise in those issues of school law relevant to the proposed litigation, and

WHEREAS, through its representation of the Louisiana Association of Educators and others in constitutional litigation concerning the Minimum Foundation Formula as well as its representation of various school employees throughout the State of Louisiana, the law firm of Blackwell & Associates of Baton Rouge, Louisiana, has special experience, training, and expertise in those issues of school law relevant to the proposed litigation, and

WHEREAS, the law firm of Kean Miller LLP of Baton Rouge, Louisiana, has special experience in constitutional litigation through such past representations of the Louisiana Association of Educators in Louisiana Association of Educators v. Edwards, involving constitutional issues concerning the funding of the Minimum Foundation Program formula, now

THEREFORE, BE IT DULY RESOLVED, by the Vernon Parish School Board in regular session duly convened that it directs Hammonds, Sills, Adkins & Guice, LLP, Blackwell & Associates and Kean Miller LLP be hired for this specific purpose to immediately seek through litigation as may in special counsel’s opinion be deemed necessary and appropriate the recovery the annual growth adjustment of 2.75 percent required to be applied to the state and local base per pupil amount in the Minimum Foundation Program funding formulas for Fiscal Years 2012-13 and 2013-14 as a result of the application of one of the Minimum Foundation Program funding formulas adopted by the Louisiana Board of Elementary and Secondary Education and approved by the Louisiana legislature between Fiscal Year 2009-10 and Fiscal Year 2011-12 on behalf of the Vernon Parish School Board.

BE IT FURTHER RESOLVED that the Vernon Parish School Board has been duly advised that the law firm of Blackwell & Associates of Baton Rouge, Louisiana has in the past, and may, in the future, represent school employees in matters in which the Vernon Parish School Board is an adverse party. The Vernon Parish School Board recognizes that such representation may present said law firm with an actual and/or potential conflict of interest. As an inducement to said law firm to undertake its representation on the terms set forth in this Resolution, the Vernon Parish School Board irrevocably waives any and all such past, present and future actual and/or potential conflicts of interest.

BE IT FURTHER RESOLVED, that the Vernon Parish School Board specifically authorizes special counsel to name it as a party plaintiff and/or intervenor to said lawsuits.

BE IT FURTHER RESOLVED, that a copy of this Resolution be sent to the Attorney General of the State of Louisiana.

BE IT FURTHER RESOLVED, that subject to approval of this Resolution by the Attorney General, this employment shall be effective immediately upon adoption of this Resolution.

BE IT FURTHER RESOLVED, that any and all attorneys' fees and expenses incurred in said litigation be contingent upon the recovery of amounts constituting the annual growth adjustment for Fiscal Years 2012-13 and 2013-14, not to exceed ten (10%) percent.

BE IT FURTHER RESOLVED, that the President of the Vernon Parish School Board is hereby authorized and empowered to execute the Contingent Fee Agreement and Power of Attorney engaging the services of Hammonds, Sills, Adkins & Guice, LLP, Blackwell & Associates and Kean Miller LLP.

I hereby certify that the foregoing resolution was adopted by the Vernon Parish School Board in regular session duly convened on the 10th day of March, 2015 and that same has not been rescinded or repealed.

On motion of Randi Gleason, seconded by Steve Woods, the Board voted to approve the following Leave Without Pay request:

On motion of Randy Martin, seconded by Randy Martin, the Board voted to advertise for bids to sell 1992 used bus at Pickering High School.

On motion of John Blankenbaker, seconded by Angie Davis, the Board voted to accept the low bid from United Sports Systems for $382,000 for the track at Rosepine High School.

On motion of David Detz, seconded by John Blankenbaker, the Board voted to advertise for Transportation/Food Service Director. Mr. Travis voted NAY on this motion.

Mr. Travis reported that the Salary/Personnel Committee had met and Mr. Funderburk discussed the personnel changes for March. A tentative proposal for restructuring and reduction of personnel in Central Office was presented to Board Members. Mr. Travis suggested reducing the number of directors by eliminating the Transportation/Food Service Director position – no action taken.

Mr. Travis reported that the Finance Committee had met and Mr. Ward discussed the continuing decrease in enrollment and the loss of revenue. Mr. Ward stated that our goal was to balance the budget and that as of this date we will continue to proceed through attrition in the reduction of staff.

Mrs. Gleason reported that the Curriculum Committee had met and Mrs. Smith and Mrs. Davis reviewed the 2015-2016 Curriculum. Mrs. Page discussed the Jump Start Program that will enable students to graduate from high school certified in well-paying, high demand fields. The state-approved credentials earned through Jump Start will qualify students to continue their studies in college or to begin a professional career. They also noted that Phase I PARCC Testing begins next week in all schools. The next Curriculum Committee is scheduled for April 14^, 2015.

On motion of Steve Woods, seconded by John Blankenbaker, the Board voted to accept the following retirements:

On motion of Randi Gleason, seconded by Michael Perkins, the Board voted to approve budget amendments related to personnel changes. Mr. Travis voted NAY to this motion.

On motion of Angie Davis, seconded by Jim Seaman, the Board voted to authorize the president and secretary to pay the claims.

Superintendent Williams congratulated Vernon Travis for attaining the status of Certified School Board Member for 2014. Mr. Travis was presented this Certificate of Merit at the LSBA Conference for receiving twenty or more continuing learning units. Mr. Travis recognized Simpson High School for sending artwork to the Conference and urged all schools to be involved next year.

Superintendent Williams congratulated the Pickering High School Girls Basketball Team for State 2A Runner-Up and the Anacoco High School Boys Basketball Team for being in the State Semi-Finals.

On motion of Randi Gleason for Gerald Cooley, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the members of the Vernon Parish School wish to express their heartfelt sympathy to the family of Leah Diane Martin who recently passed away; and

WHEREAS, Mrs. Martin was a teacher at Simpson High School with many years of dedicated service; and

WHEREAS, Mrs. Martin was a longtime resident of Simpson and she will be greatly missed by her family, her Simpson High School family and her many friends; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to her family at this time of sadness.

On motion of David Detz, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the Vernon Parish School Board takes this means to express their sympathy to the family of Gaston “Pat” Patterson who recently passed away; and

WHEREAS, Mr. Patterson was the father-in-law of Hub Jordan, Principal at Pickering High School and the grandfather of David Jordan, teacher at West Leesville Elementary, Brandon Jordan, teacher at Pickering High School and Amanda Phillips, substitute teacher ; and

WHEREAS, Mr. Patterson was a retired bus driver, a longtime resident of Vernon Parish and he will be greatly missed by his family and friends; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to his family at this time of sadness.

On motion of John Blankenbaker, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the Vernon Parish School Board takes this means to express their sympathy to the family of Fola Coats who recently passed away; and

WHEREAS, Mrs. Coats was the grandmother of Tammie Allardyce, secretary at the Central Office; and

WHEREAS, Mrs. Coats was a resident of Magnolia, Arkansas and she will be greatly missed by her family and friends; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to her family at this time of sadness.

On motion of Angie Davis, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the members of the Vernon Parish School Board wish to express their heartfelt sympathy to the family of Benjamin D. Sirmon who recently passed away; and

WHEREAS, Benjamin was the grandson the Towanda Willrodt, Assistant Principal at Anacoco High School and the nephew of Adonna Elliott, retired teacher at Anacoco Elementary; and

WHEREAS, Benjamin was a blessing, he touched many lives and he will be truly missed by his family and all who had the opportunity to know him; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to his family at this time of sadness.

On motion of Steve Woods, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the members of the Vernon Parish School Board wish to express their condolences to the family of Frances Anderson who recently passed away; and

WHEREAS, Mrs. Anderson was a retired Educational Diagnostician with the Vernon Parish School Board; and

WHEREAS, Mrs. Anderson was a resident of Leesville and she will be greatly missed by her family and friends; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to her family at this time of sadness.

There being no further business, and on motion of Michael Perkins, seconded by the Board, the meeting was adjourned.

BOND NUMBER	BOND DATE	PRINCIPAL AMOUNT	MATURITY DATE	INTEREST RATE
R- ___	_________, 2015	$___________	March 1, ________	________%