TANGIPAHOA PARISH SCHOOL SYSTEM _____ JANUARY <strong>10</strong>, <strong>2013</strong>Bond Commission's approval(s) resolved and set forth herein, the <strong>Parish</strong> School Boardresolves that it understands and agrees that such approval(s) are expressly conditionedupon, and the <strong>Parish</strong> School Board further resolves that it understands, agrees andbinds itself, its successors and assigns to, full and continuing compliance with the "StateBond Commission Policy on Approval of Proposed Use of Swaps, or other forms ofDerivative Products Hedges, Etc.", adopted by the Commission on July 20, 2006, as tothe borrowing(s) and other matter(s) subject to the approval(s), including subsequentapplication and approval under said Policy of the implementation or use of any swap(s)or other product(s) or enhancement(s) covered thereby.SECTION 9. Employment of Special Counsel. It has been recognized, found anddetermined that a real necessity exists for the employment of the law firm of Foley &Judell, L.L.P., Baton Rouge, Louisiana, as special counsel, in connection with theholding, calling and canvassing of the aforesaid special election. The fee to be paid tospecial counsel with respect to the holding, calling and canvassing of the aforesaidspecial tax election shall be computed at an hourly rate not exceeding the amountprovided by the guidelines for such services as approved by the Attorney General of theState of Louisiana, plus out-of-pocket expenses incurred and advanced in connectionwith the holding, calling and canvassing of said special election. Additionally, a realnecessity is hereby found for the employment of special counsel in connection with theissuance of bonds to be secured by the sales and use tax provided for herein, andaccordingly Foley & Judell, L.L.P., Baton Rouge, Louisiana, Bond Counsel, is herebyemployed and requested to do and perform comprehensive legal and coordinateprofessional work with respect to the issuance of the aforesaid sales tax bonds of the<strong>Parish</strong> for the purposes stated hereinabove. Said Bond Counsel shall prepare andsubmit to this Governing Authority for adoption all of the proceedings incidental to theauthorization, issuance, sale and delivery of the bonds, shall counsel and advise thisGoverning Authority as to the issuance and sale of the bonds, and shall furnish itsopinion covering the legality of the issuance thereof. The fee of special bond counsel inconnection with the issuance of the aforesaid bonds of the <strong>Parish</strong> is hereby fixed at asum not to exceed the maximum fee allowed by the Attorney General's fee guidelinesfor comprehensive legal and coordinate professional services in the issuance ofrevenue bonds, based on the amount of said bonds actually issued, sold, delivered andpaid for, plus "out-of-pocket" expenses. Bond Counsel fees may be paid from theproceeds of said bonds and shall be contingent upon the issuance, sale and delivery ofsaid bonds. Pursuant to instructions from the President of the Governing Authority,Bond Counsel shall also assist in the preparation of an official statement containingdetailed and comprehensive financial and statistical data required with respect to thesale of the aforesaid bonds; and the costs of the preparation and printing of such officialstatement may be paid from the proceeds of the issue for which it has been prepared.Said official statement shall be submitted to such nationally recognized bond ratingservice or services as may be recommended by Bond Counsel, together with a requestthat an appropriate rating be assigned. Payment for all ratings shall be made by theSecretary-Treasurer, upon presentation of appropriate statements from the particularrating services furnishing the ratings. A certified copy of this resolution shall besubmitted to the Attorney General of the State of Louisiana for his written approval ofsaid employment and of the fee herein designated, and the Secretary-Treasurer ishereby empowered and directed to make payment to said Bond Counsel in payment ofthe fees herein provided for under the conditions herein enumerated.This resolution having been submitted to a vote, the vote thereon was as follows:Yeas (9):Nays (0):Absent (0):Andy Anderson, Sandra Bailey-Simmons, Chris Cohea, Eric Dangerfield,Rose Dominguez, Brett Duncan, Al Link, Gail McDaniel and Ann SmithNoneNoneAnd the resolution was declared adopted on this, the <strong>10</strong> th day of <strong>January</strong>, <strong>2013</strong>.
TANGIPAHOA PARISH SCHOOL SYSTEM _____ JANUARY <strong>10</strong>, <strong>2013</strong>/s/ Mark KolweSecretary-Treasurer/s/ Chris CoheaPresident(SEAL)STATE OF LOUISIANAPARISH OF TANGIPAHOAI, the undersigned Secretary-Treasurer of the <strong>Parish</strong> School Board of the <strong>Parish</strong>of <strong>Tangipahoa</strong>, State of Louisiana (the "Governing Authority"), the governing authority ofthe <strong>Parish</strong> of <strong>Tangipahoa</strong>, State of Louisiana (the "<strong>Parish</strong>"), do hereby certify that theforegoing pages constitute a true and correct copy of the proceedings taken by theGoverning Authority on <strong>January</strong> <strong>10</strong>, <strong>2013</strong>, ordering and calling a special election to beheld in the <strong>Parish</strong> of <strong>Tangipahoa</strong>, State of Louisiana, to authorize the rededication of asales and use tax therein; making application to the State Bond Commission inconnection therewith; and providing for other matters in connection therewith.IN FAITH WHEREOF, witness my official signature and the impress of the official sealof the School Board at Amite, Louisiana, on this, the <strong>10</strong>th day of <strong>January</strong>, <strong>2013</strong>.(SEAL)______________________________Mark Kolwe, Secretary-TreasurerEXHIBIT “A”NOTICE OF SPECIAL ELECTIONPursuant to the provisions of a resolution adopted by the <strong>Parish</strong> School Board ofthe <strong>Parish</strong> of <strong>Tangipahoa</strong>, State of Louisiana, acting as the governing authority of the<strong>Parish</strong> of <strong>Tangipahoa</strong>, State of Louisiana (the "<strong>Parish</strong>"), for school purposes, on<strong>January</strong> <strong>10</strong>, <strong>2013</strong>, NOTICE IS HEREBY GIVEN that a special election will be held in the<strong>Parish</strong> on SATURDAY, MAY 4, <strong>2013</strong>, and that at the said election there will besubmitted to all registered voters of the <strong>Parish</strong> qualified and entitled to vote at the saidelection under the Constitution and laws of the State of Louisiana and the Constitutionof the United States, the following proposition, to-wit:THE PARISH SCHOOL BOARDOF THE PARISH OF TANGIPAHOA, STATE OF LOUISIANASALES TAX PROPOSITION (REDEDICATION)Shall the <strong>Parish</strong> School Board of the <strong>Parish</strong> of <strong>Tangipahoa</strong>, State ofLouisiana (the "School Board"), be authorized to rededicate all of theproceeds received by the School Board from the levy and collection of a1% sales and use tax authorized at an election held on July 21, 2007 (the"Tax") (an estimated $17,000,000 is reasonably expected at this time tobe collected from the levy of the tax for an entire year), so that allproceeds of said Tax (after paying the reasonable and necessary costsand expenses of collecting and administering the Tax) be allocated to theSchool Board to be used for: land acquisition, acquiring, constructing,improving, maintaining, equipping and operating schools, including schoolrelated buildings, equipment and facilities; and/or paying salaries andbenefits for public school employees of the School Board; said Tax to besubject to funding into bonds from time to time for capital improvements inthe manner provided by the laws of Louisiana?