ZACHARY COMMUNITY SCHOOL BOARD MINUTES

JULY 22, 2010

The regular meeting of the Zachary Community School Board Meeting was held on July 22, 2010 at 7:00 p.m. at 4100 Bronco Lane, Zachary, La.

The invocation was led by Mrs. Samuel.

The Pledge of Allegiance was led by Mrs. Rogers

ROLL: Mr. Owen, Mrs. Young, Mr. Swilley, Mrs. Samuel, Mrs. Rogers, Mr. Kelley, and Mr. Benda. 2 ABSENT (Mr. Snowden & Mr. Dayton)

APPROVAL OF MINUTES FROM JUNE 24, 2010 BOARD MEETING

Mrs. Young moved to approve the minutes for June 24, 2010 and Mr. Swilley seconded it.

VOTE: 7 YEAS 2 NAYS 0 ABSENT

AMEND THE AGENDA

Mr. Owen asked to amend the Agenda to move the General Obligation Bonds up to the top of the Agenda. As soon as Mr. Osborne receives the bids the board will be able to vote on the Bonds.

Mr. Kelley moved to move the Agenda Item # 14 General Obligation Bonds up to the top of the Agenda and Mr. Benda seconded the motion.

VOTE: 7 YEAS 0 NAYS 2 ABSENT

SUPERINTENDENT REPORT

Mr. Drake reported that Educational Opportunities is being offer this summer by Tammy Wood. For the first time the Zachary Broncos competed in the LA. High School Olympic Weightlifting State Championship at the U.S. Sports Training Academy in Baton Rouge. Both the boys and girls teams won State Titles. The competition will be televised this Saturday, July 24, 2010 on Cox channel 4 at 9:00 p.m. The 2009 School Performance Scores as determined by the Louisiana Department of Education are extended to our schools for earning the distinction of Recognized and Exemplary Academic Growth. The first day of school will be on August 12, 2010. The District Newsletter will be mailed out by the end of this week. Congratulations to Michelle Clayton. Michelle will be receiving her PhD. In Science and Mathematics Education from Southern University on July 30, 2010.

BEYOND THE CALL OF DUTY

Mr. Drake recognized Kelly Hinote for the outstanding work that she does. Kelly works with Tammy Wood and is an Anthropologist and working towards a degree in School Counseling at LSU. Mr. Drake presented her with a certificate.

GENERAL OBLIGATION BONDS

Mr. Benda moved to adopt a resolution providing for the opening and tabulation of the sealed and electronic bids received for the purchase of $13,280,000 of General Obligation School Bonds, Series 2010, of the Zachary Community School District No. 1, State of Louisiana, approving the Official Notice of Bond Sale and Official Statement in connection therewith and Mrs. Samuel seconded the motion.

There was no public comment.

VOTE: 7 YEAS 0 NAYS 2 ABSENT (Mr. Snowden and Mr. Dayton)

Mr. Benda moved to adopt a resolution accepting the lowest and best bid received for the purchase of Thirteen Million Two Hundred Eighty Thousand Dollars ($13, 280,000) of General Obligation School Bonds, Series 2010, of the Zachary Community School District No. 1, State of Louisiana, and providing for other matters in connection therewith and Mr. Kelley seconded the motion.

There was no public comment

VOTE: 7 YEAS 0 NAYS 2 ABSENT (Mr. Snowden and Mr. Dayton)

Mrs. Young moved to adopt a resolution authorizing the incurring of debt and issuance of Thirteen Million Two Hundred Eight Thousand Dollars ($13,280,000) of General Obligation School Bonds, Series 2010, of General Obligation School Bonds, Series 2010, of Zachary Community School District No. 1, State of Louisiana, prescribing the form, terms and conditions of said Bonds, designating the date, denomination and place of payment of said Bonds, providing for the payment thereof in principal and interest, and providing for other matters in connection therewith and Mr. Swilley seconded the motion.

There was no public comment.

VOTE: 7 YEAS 0 NAYS 2 ABSENT (Mr. Snowden and Mr. Dayton)

FAZE FAMILY FUN DAY

Faze Family Fun Day will be Saturday, July 24, 2010 from 10:00 a.m. – 2:00 p.m. at Marshall Bond Estates off Rollins Road in Zachary, Louisiana.

SEIZE THE DAY AND INTERNATIONAL DAY CAMP

Tammy Wood and Kelly Hinote talked to the board about Seize the Day. She told the board that she imparted invaluable information about college, time management, finances, and career options for the incoming seniors. Tammy Wood told the board that the International Day Camp was a success. The students had fun learning about different countries and languages.

PUPIL PROGRESSION PLAN

Mrs. Young moved to approve the Pupil Progression Plan and Mr. Swilley seconded the motion.

There was no public comment

VOTE: 7 YEAS 0 NAYS 2 ABSENT

PERSONNEL MATTERS

Mr. Swilley moved to approve Recommendations, Transfers, Resignations and Leave without Pay for Personnel Matters and Mrs. Young seconded the motion.

There was no public comment.

VOTE: 7 YEAS 0 NAYS 2 ABSENT

Mrs. Samuel moved to approve Administration on Personnel Matters and Mrs. Young seconded the motion.

There was no public comment

VOTE: 7 YEAS 0 NAYS 2 ABSENT

Mrs. Young left out at 7:50 p.m.

SPECIAL COUNSEL

Mr. Swilley moved to approve the hiring of Attorney Craig Kaster at $175.00 an hour to represent us as Special Counsel and Mrs. Rogers seconded the motion.

There was no public comment

VOTE: 6 YEAS 0 NAYS 3 ABSENT

403 B CHANGES

Mr. Kelley moved to approve to change the 403 B company from Fidelity to Putnam Investments and Mr. Benda seconded the motion. Fidelity is no longer doing 403 B investments.

There was no public comment.

VOTE: 6 YEAS 0 NAYS 3 ABSENT

Mrs. Young came back in meeting at 8:00 p.m.

SEWER PROJECT

Mr. Robertson asked the board to do a change order on the sewer project. They have ran into problems and will have to use a 6 inch pipe instead of a 4 inch pipe. The board will have to ratify the low bid of $120,000.00 and do a change order.

Mr. Swilley moved to approve the Sewer Project and do a change order and Mr. Benda seconded the motion.

There was no public comment.

VOTE: 7 YEAS 0 NAYS 2 ABSENT

POLICIES

Mrs. Samuel moved to approve the Policies on File: JBH – Attendance Reports for Student Drivers and File: JGB – School Wellness and Mr. Swilley seconded the motion.

There was no public comment.

VOTE: 7 YEAS 0 NAYS 2 ABSENT

COMMITTEE REPORTS

Mr. Swilley updated the board on the building facilities. (See Attached)

COMMITTEE MEETINGS

Athletic Committee meeting to be announced.

AGENDA ITEMS FOR AUGUST 12, 2010

Personnel Matters

ADJOURN

Mr. Benda moved to adjourn and Mrs. Samuel seconded the motion.

VOTE: 7 YEAS 0 NAYS 2 ABSENT

Hubbie Owen, President Warren Drake, Superintendent

#1545

Publish: 8/4/10

_________________________________________

PROCEEDINGS OF THE ZACHARY COMMUNITY SCHOOL BOARD, TAKEN AT A REGULAR MEETING HELD ON THURSDAY, JULY 22, 2010.

The Zachary Community School Board (the “School Board”), met in regular session at Zachary High School, Academic and Athletic Facility, 4100 Bronco Lane, Zachary, Louisiana , on Thursday, July 22, 2010 at seven o’clock (7:00) p.m. Central (Louisiana) Time.

There were present: Hubert Owen, Sharon Samuel, Gaynell Young, Scott Swilley, Jannie Rogers, Carl Kelly and Jonathan Benda

There was absent: Carl Snowden and David Dayton

The Zachary Community School Board, was duly convened as the governing authority of Zachary Community School District No. 1, State of Louisiana, by the Honorable Hubie Owen, President, who then stated that the School Board was ready for the transaction of business.

The time having arrived for the sale of $13,280,000 of General Obligation School Bonds, Series 2010, of the Zachary Community School District No. 1, State of Louisiana (the “Bonds”), scheduled for seven o’clock (7:00) p.m., the President then announced that it was time to review the bids received for the purchase of the captioned Bonds, said Bonds having been advertised for sale by virtue of a resolution adopted on May 27, 2010.

It was then stated that the Official Notice of Bond Sale which had been issued on May 27, 2010, calling for bids for the purchase of the Bonds had been published in the “Zachary Plainsman”, Zachary, Louisiana, in the issues of July 1 and July 8, 2010, and in the “Daily Journal of Commerce”, New Orleans, Louisiana in the issue of July 8, 2010.

After calling for bids for the purchase of the Bonds, it was announced that five (5) bids had been received for the purchase of the Bonds.

The following resolution was offered by Jonathan Benda and seconded by Sharon Samuel:

RESOLUTION

A resolution providing for the opening and tabulation of the sealed and electronic bids received for the purchase of $13,280,000 of General Obligation School Bonds, Series 2010, of the Zachary Community School District No. 1, State of Louisiana, approving the Official Notice of Bond Sale and Official Statement in connection therewith.

BE IT RESOLVED by the Zachary Community School Board (the “Governing Authority”), acting as the governing authority of Zachary Community School District No. 1, State of Louisiana, that:

SECTION 1. Review of Bids. This Governing Authority does now proceed in open and public session to open and tabulate the sealed and electronic bids received for the purchase of $13,280,000 of General Obligation School Bonds, Series 2010, of the Zachary Community School District No. 1, State of Louisiana (the “Bonds”), authorized and duly advertised for sale by virtue of a resolution adopted on May 27, 2010.

SECTION 2. Approval of Notice of Sale and Official Statement. The Official Notice of Bond Sale and Official Statement prepared in connection with the sale of the Bonds, and the information contained therein, are hereby approved by this Governing Authority.

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

YEAS: 7

NAYS: 0

ABSENT: 2

And the resolution was declared adopted, on this, the 22nd day of July, 2010.

/s/ Warren Drake, Jr. /s/ Hubie Owen

Secretary President

The bids received on July 22, 2010, for the purchase of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000) of General Obligation School Bonds, Series 2010, of the Zachary Community School District No. 1, State of Louisiana (the “Bonds”), were thereupon read in public session of the Governing Authority, said bids being based upon the maturity schedule set out in the Official Statement and hereinafter set out in these proceedings, said bids being as follows, to‑wit:

1. A bid for the Bonds submitted by Duncan-Williams, Inc, of Memphis, TN, bearing interest as follows:

Bonds Maturing Interest Rate Per Annum

March 1, 2011 to 2015, inc. 2.00%

March 1, 2016 2.50%

March 1, 2017 to 2020, inc. 3.00%

March 1, 2021 and 2022 3.50%

March 1, 2023 and 2024 3.75%

March 1, 2025 to 2030, inc. 4.00%



Premium: $112,919.75

True Interest Cost: 3.554535%

2. A bid for the Bonds submitted by Morgan Keegan & Co., Inc, Memphis, TN, bearing interest as follows:

Bonds Maturing Interest Rate Per Annum

March 1, 2011 to 2016, inc. 2.00%

March 1, 2017 2.50%

March 1, 2018 3.00%

March 1, 2019 and 2020 4.00%

March 1, 2021 and 2022 3.25%

March 1, 2023 and 2024 3.50%

March 1, 2025 and 2026 3.75%

March 1, 2027 and 2028 4.00%

March 1, 2029 and 2030 4.05%



Premium: $29,132.34

True Interest Cost: 3.594249%

3. A bid for the Bonds submitted by Banc of America Merrill Lynch, of New York, NY, bearing interest as follows:

Bonds Maturing Interest Rate Per Annum

March 1, 2011 2.00%

March 1, 2012 to 2018, inc. 3.00%

March 1, 2019 3.25%

March 1, 2020 3.50%

March 1, 2021 and 2022 3.75%

March 1, 2023 to 2030, inc. 4.00%





Premium: $143,451.90

True Interest Cost: 3.672639%

4. A bid for the Bonds submitted by Southwest Securities, Inc., of North Palm Beach, FL, bearing interest as follows:

Bonds Maturing Interest Rate Per Annum

March 1, 2011 to 2015, inc. 2.00%

March 1, 2016 to 2020, inc. 3.00%

March 1, 2021 to 2028, inc. 4.00%

March 1, 2029 4.125%

March 1, 2030 4.25%



Premium: $59,461.00

True Interest Cost: 3.733391%

5. A bid for the Bonds submitted by Robert W. Baird & Co., Inc., of Milwaukee, WI, bearing interest as follows:

Bonds Maturing Interest Rate Per Annum

March 1, 2011 and 2012 2.00%

March 1, 2013 3.00%

March 1, 2014 2.00%

March 1, 2015 to 2020, inc. 3.00%

March 1, 2021 3.125%

March 1, 2022 and 2023 3.50%

March 1, 2024 to 2030, inc. 4.00%



Premium: $106,078.85

True Interest Cost: 4.010330%

The following resolution was offered by Jonathan Benda and seconded by Carl Kelley:

RESOLUTION

A resolution accepting the lowest and best bid received for the purchase of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000) of General Obligation School Bonds, Series 2010, of the Zachary Community School District No. 1, State of Louisiana, and providing for other matters in connection therewith.

WHEREAS, pursuant to the provisions of an Official Notice of Bond Sale, dated May 27, 2010, published in the manner required by law and pursuant to the provisions of a resolution adopted by the Zachary Community School Board (the “Governing Authority”), acting as the governing authority of the Zachary Community School District No. 1, State of Louisiana (the “Issuer”), on May 27, 2010, bids were solicited for the purchase of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000) of General Obligation School Bonds, Series 2010, of the Issuer (the “Bonds”), on July 22, 2010; and

WHEREAS, five (5) bids were received for the purchase of the Bonds; and

WHEREAS, this Governing Authority has found and determined and does hereby find and determine that the bid submitted by Duncan-Williams, Inc., in Memphis, TN (the “Purchaser”), complies with all terms and conditions prescribed by the Notice of Bond Sale and Official Statement; and

WHEREAS, this Governing Authority desires to accept said bid and take such action as may be necessary to accomplish the delivery of the Bonds to the Purchaser;

NOW, THEREFORE, BE IT RESOLVED by the Zachary Community School Board, acting as the governing authority of the Zachary Community School District No. 1, State of Louisiana, that:

SECTION 1. Acceptance of Best Bid. The bid of the Purchaser for the purchase of the Bonds, a copy of which is annexed hereto as Exhibit A, is hereby accepted and the Bonds are hereby awarded in compliance with the terms of the bid.

SECTION 2. Acceptance of Good Faith Deposit. In accordance with the provisions of the Preliminary Official Statement, the acceptance and award of each bid is conditioned on the receipt by wire on or before 3:30 p.m. tomorrow of an amount equal to 1% of the principal amount of the Bonds described in such bid. In the event a good faith deposit for the issue of the Bonds is not received timely, this acceptance of such bid and award of the sale of the Bonds shall be void. The amount of the good faith deposit shall be deposited and credited towards the purchase price of the Bonds without regard to any interest earnings thereon.

SECTION 3. Delivery of Bonds. When the Bonds have been properly prepared, this Governing Authority is hereby authorized to deliver the Bonds to the Purchaser upon the payment of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000), plus the stipulated premium, if any, and accrued interest to the date of delivery, less a credit of the amount of the good faith deposit described above.

SECTION 4. Approval of Official Statement. This Governing Authority hereby finds that due diligence has been exercised in preparing the Bonds for sale and in preparing the Official Statement pertaining to the Bonds, and in view of that fact, the Secretary of the Governing Authority is hereby authorized and directed to execute and deliver to the successful bidder, as set forth herein, at the time of closing, a certificate which shall be substantially in the form of the certificate annexed hereto as Exhibit B.

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

YEAS: 7

NAYS: 0

ABSENT: 2

And the resolution was declared adopted, on this, the 22nd day of July, 2010.

/s/ Warren Drake, Jr. /s/ Hubie Owen

Secretary President

EXHIBIT A

COPY OF WINNING BID

EXHIBIT B

CERTIFICATE AS TO OFFICIAL STATEMENT

I, the undersigned Secretary of the Zachary Community School Board, with respect to the Official Statement (the “Official Statement”) issued regarding the sale of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000) of General Obligation School Bonds, Series 2010 (the “Bonds”), of the Zachary Community School District No. 1, State of Louisiana (the “Issuer”), DO HEREBY CERTIFY, THAT:

At the time of payment for and delivery of the Bonds and at the date hereof, (1) the descriptions and statements, including financial data, of or pertaining to the Issuer on the date of the Official Statement, on the date of the sale of the Bonds and on the date of the delivery of the Official Statement, were and are true in all material respects, and, insofar as such matters are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, (2) insofar as the descriptions and statements, including financial data, of or pertaining to governmental and/or non‑governmental entities other than the Issuer and their activities, contained in the Official Statement are concerned, such descriptions, statements and data have been obtained from sources which the governing authority of the Issuer believes to be reliable and the said governing authority has no reason to believe that they are untrue or incomplete in any material respect and (3) there has been no adverse material change in the affairs of the Issuer between the date of delivery of the Official Statement and the date of delivery of the Bonds.

ZACHARY COMMUNITY SCHOOL DISTRICT NO. 1, STATE OF LOUISIANA

By:Secretary,

Zachary Community School Board



Dated: ___________, 2010

(Date of Delivery)

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

I, the undersigned Secretary of the Zachary Community School Board, acting as the governing authority of the Zachary Community School District No. 1, State of Louisiana, do hereby certify that the foregoing pages constitute a true and correct copy of the proceedings taken by the governing authority of said School Board on July 22, 2010, providing for the reception of bids received for the purchase of $13,280,000 of General Obligation School Bonds, Series 2010, of Zachary Community School District No. 1, State of Louisiana, approving the Official Notice of Bond Sale and Official Statement, and accepting the lowest and best bid received for said issue.

IN FAITH WHEREOF, witness my official signature and the impress of the official seal of said School Board at Zachary, Louisiana, on this, the 22nd day of July, 2010.

(SEAL) Secretary

The following resolution was offered by Gaynell Young and seconded by Scott Swilley:

RESOLUTION

A resolution authorizing the incurring of debt and issuance of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000) of General Obligation School Bonds, Series 2010, of Zachary Community School District No. 1, State of Louisiana; prescribing the form, terms and conditions of said Bonds; designating the date, denomination and place of payment of said Bonds; providing for the payment thereof in principal and interest; and providing for other matters in connection therewith.

BE IT RESOLVED by the Zachary Community School Board, acting as the governing authority of the Zachary Community School District No. 1, State of Louisiana, that:

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

“Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.

“Bond” means any Bonds 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 Register” means the records kept by the Paying Agent at its 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 General Obligation School Bonds, Series 2010, authorized by this Resolution in the total aggregate principal amount of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000), being the third and final emission of Twenty-Five Million Dollars ($25,000,000) of bonds that were authorized at a special election held on Saturday, March 8, 2008.

“Code” means the Internal Revenue Code of 1986, as amended.

“Defeasance Obligations” means cash or Government Securities.

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

“Governing Authority” means the Zachary Community School Board.

“Government Securities” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are non‑callable prior to 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” means March 1 and September 1 of each year during the period the Bonds are outstanding, commencing March 1, 2011.

“Issuer” means the Zachary Community School District No. 1, State of Louisiana.

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

1. Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;

2. Bonds for payment or redemption of which sufficient Defeasance Obligations have been theretofore deposited in trust for the owners of such Bonds, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Resolution or waived;

3. Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to this Resolution; and

4. Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Resolution or by law.

“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 The Bank of New York Mellon Trust Company, N.A., in the City of Baton Rouge, 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, partnership, joint venture, association, joint‑stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Purchaser” means Duncan-Williams, Inc. of Memphis, TN.

“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.

SECTION LISTNUM 1 \l 1 Authorization of Bonds; Maturities. In compliance with the terms and 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 special election held on March 8, 2008, there is hereby authorized the incurring of an indebtedness of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000) for, on behalf of, and in the name of the Issuer, for the purpose of acquiring and/or improving lands for building sites and playgrounds, including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within the Issuer and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, and to represent said indebtedness, this Governing Authority does hereby authorize the issuance of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000) of General Obligation School Bonds, Series 2010, of the Issuer, which constitutes the third and final emission ($13,280,000) of an aggregate of Twenty-Five Million Dollars ($25,000,000) of bonds authorized at the said election on March 8, 2008. The Bonds shall be in fully registered form, shall be dated September 1, 2010, shall be issued in the denomination of Five Thousand Dollars ($5,000) or any integral multiple thereof within a single maturity and shall be numbered from R‑1 upwards. The unpaid principal of 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, at the following rates of interest and shall mature serially on March 1 of each year as follows:

YEAR PRINCIPAL INTEREST RATE YEAR PRINCIPAL INTEREST RATE

(MARCH 1) MATURING PER ANNUM (MARCH 1) MATURING PER ANNUM

2011 $385,000 2.00% 2021 $660,000 3.50%

2012 450,000 2.00 2022 690,000 3.50

2013 470,000 2.00 2023 720,000 3.75

2014 490,000 2.00 2024 750,000 3.75

2015 510,000 2.00 2025 785,000 4.00

2016 535,000 2.50 2026 815,000 4.00

2017 555,000 3.00 2027 855,000 4.00

2018 580,000 3.00 2028 890,000 4.00

2019 605,000 3.00 2029 930,000 4.00

2020 635,000 3.00 2030 970,000 4.00





The principal of the Bonds, upon maturity, shall be payable at the principal corporate trust 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 obligatory for any purpose, unless there appears on such Bond a certificate of registration, substantially in the form provided in this Resolution, executed by the Paying Agent by manual signature.

SECTION LISTNUM 1 \l 1 Redemption Provisions. The Bonds maturing on March 1, 2021, and thereafter, shall be callable for redemption by the Issuer in full or in part at any time on or after March 1, 2020, and if less than a full maturity, then by lot within such maturity, at the principal amount thereof and accrued interest to the date fixed for redemption. Bonds are not required to be redeemed in inverse order of maturity.

In the event a Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Any Bond which is to be redeemed only in part shall be surrendered at the principal corporate trust office of the Paying Agent and there shall be delivered to the Owner of such Bond a new Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 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 mails not less than thirty (30) days prior to the redemption date addressed to the Owner of each Bond to be redeemed at his address as shown on the Bond Register.

SECTION LISTNUM 1 \l 1 Book Entry Registration of Bonds. The Bonds shall be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company (ADTC@), as registered owner of the Bonds, and held in the custody of DTC. The Business Manager of the Issuer or any other officer of the Issuer is authorized to execute and deliver a Letter of Representation to DTC on behalf of the Issuer with respect to the issuance of the Bonds in Abook-entry only@ format. The Paying Agent is hereby directed to execute said Letter of Representation. The terms and provisions of said Letter of Representation shall govern in the event of any inconsistency between the provisions of this Resolution and said Letter of Representation. Initially, a single certificate will be issued and delivered to DTC for each maturity of the Bonds. The Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. Beneficial Owners are expected to receive a written confirmation of their purchase providing details of each Bond acquired. For so long as DTC shall continue to serve as securities depository for the Bonds as provided herein, all transfers of beneficial ownership interest will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Bonds is to receive, hold or deliver any Bond certificate.

Notwithstanding anything to the contrary herein, while the Bonds are issued in book-entry only form, the payment of principal of , premium, if any, and interest on the Bonds may be payable by the Paying Agent by wire transfer to DTC in accordance with the Letter of Representation.

For every transfer and exchange of the Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner=s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto.

Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances:

(a) DTC determines to discontinue providing its services with respect to the Bonds. Such a determination may be made at any time by giving a 30 days= notice to the Issuer and the Paying Agent and discharging its responsibilities with respect thereto under applicable law; or

(b) The Issuer determines that continuation of the system of boon-entry transfer through DTC (or a successor securities depository) is not in the best interests of the Issuer and/or the Beneficial Owners.

The Issuer and the Paying Agent will recognize DTC or its nominee as the Bondholder for all purposes, including notices and voting.

Neither the Issuer nor the Paying Agent are responsible for the performance by DTC of any of its obligations, including, without limitation, the payment of moneys received by DTC, the forwarding of notices received by DTC or the giving of any consent or proxy in lieu of consent.

Whenever during the term of the Bonds the beneficial ownership thereof is determined by a book entry at DTC, the requirements of this Resolution of holding, delivering or transferring the Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect.

If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force or effect.

SECTION LISTNUM 1 \l 1 Form of Bonds. The Bonds and the endorsements to appear thereon shall be in substantially the following forms, respectively, to‑wit:

(FORM OF FACE OF BOND)

No. R-_____ Principal Amount $_________

Unless this Bond is presented by an authorized representative of the Depository Trust Company, a New York corporation (ADTC@), to the District or their agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of CEDE & CO., or in such other name as is requested by an authorized representative of DTC (and any payment is made to CEDE & CO., or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, CEDE & CO., has an interest herein.

As provided in the Resolution referred to herein, until the termination of the system of book-entry only transfers through DTC and notwithstanding any other provision of the Resolution to the contrary, this Bond may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC or a nominee of DTC, or by DTC or a nominee of DTC to any successor securities depository or any nominee thereof.

UNITED STATES OF AMERICA

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

GENERAL OBLIGATION SCHOOL BOND, SERIES 2010 OF ZACHARY COMMUNITY SCHOOL DISTRICT NO. 1,

STATE OF LOUISIANA

Maturity Date Interest Rate Bond Date CUSIP Number

March 1, ______ ______% September 1, 2010 __________

ZACHARY COMMUNITY SCHOOL DISTRICT NO. 1, STATE OF LOUISIANA (the “Issuer”), promises to pay to:

REGISTERED OWNER: CEDE & CO. (Tax Identification #13-2555119)

PRINCIPAL AMOUNT:

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 March 1, 2011 (each an “Interest Payment Date”), at the Interest Rate per annum set forth above until said Principal Amount is paid, unless this Bond shall have been previously called for redemption and payment shall have been duly made or provided for. The principal of this Bond, upon maturity or redemption, is payable at the corporate trust office of The Bank of New York Mellon Trust Company, N.A. or successor thereto (the “Paying Agent”) upon presentation and surrender hereof, and interest on this Bond will be payable by the Paying Agent 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 said Interest Payment Date) at the address as shown on the registration books of the Paying Agent.

During any period after the initial delivery of the Bonds in book-entry only form when the Bonds are delivered in multiple certificates form, upon request of a registered owner of at least $1,000,000 in principal amount of Bonds outstanding, all payments of principal, premium, if any, and interest on the Bonds will be paid by wire transfer in immediately available funds to an account designated by such registered owner; CUSIP number identification with appropriate dollar amounts for each CUSIP number must accompany all payments of principal, premium, and interest, whether by check or by wire transfer.

FOR SO LONG AS THIS BOND IS HELD IN BOOK-ENTRY FORM REGISTERED IN THE NAME OF CEDE & CO. ON THE REGISTRATION BOOKS OF THE DISTRICT KEPT BY THE PAYING AGENT, AS BOND REGISTRAR, THIS BOND, IF CALLED FOR PARTIAL REDEMPTION IN ACCORDANCE WITH THE RESOLUTION, SHALL BECOME DUE AND PAYABLE ON THE REDEMPTION DATE DESIGNATED IN THE NOTICE OF REDEMPTION GIVEN IN ACCORDANCE WITH THE RESOLUTION AT, AND ONLY TO THE EXTENT OF, THE REDEMPTION PRICE, PLUS ACCRUED INTEREST TO THE SPECIFIED REDEMPTION DATE; AND THIS BOND SHALL BE PAID, TO THE EXTENT SO REDEEMED, (i) UPON PRESENTATION AND SURRENDER THEREOF AT THE OFFICE SPECIFIED IN SUCH NOTICE OR (ii) AT THE WRITTEN REQUEST OF CEDE & CO., BY CHECK MAILED TO CEDE & CO. BY THE PAYING AGENT OR BY WIRE TRANSFER TO CEDE & CO. BY THE PAYING AGENT IF CEDE & CO. AS BONDOWNER SO ELECTS. IF, ON THE REDEMPTION DATE, MONEYS FOR THE REDEMPTION OF BONDS OF SUCH MATURITY TO BE REDEEMED, TOGETHER WITH INTEREST TO THE REDEMPTION DATE, SHALL BE HELD BY THE PAYING AGENT SO AS TO BE AVAILABLE THEREFOR ON SUCH DATE, AND AFTER NOTICE OF REDEMPTION SHALL HAVE BEEN GIVEN IN ACCORDANCE WITH THE RESOLUTION, THEN, FROM AND AFTER THE REDEMPTION DATE, THE AGGREGATE PRINCIPAL AMOUNT OF THIS BOND SHALL BE IMMEDIATELY REDUCED BY AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT THEREOF SO REDEEMED, NOTWITHSTANDING WHETHER THIS BOND HAS BEEN SURRENDERED TO THE PAYING AGENT FOR CANCELLATION.

This bond is one of an authorized issue aggregating in principal the sum of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000) (the “Bonds”), all of like tenor and effect except as to number, denomination, interest rate and maturity, the Bonds having been issued by the Issuer pursuant to a resolution adopted by its governing authority on July 22, 2010 (the “Resolution”), for the purpose of acquiring and/or improving lands for building sites and playgrounds, including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within the Issuer and acquiring the necessary equipment and furnishing therefor, title to which shall be in the public, under the authority conferred by 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 constitutes the third and final emission ($13,280,000) of an aggregate of Twenty-Five Million Dollars ($25,000,000) of bonds authorized at the said election on March 8, 2008, the results of which election have been duly promulgated in accordance with law.

The Bonds maturing on March 1, 2021, and thereafter, are callable for redemption by the Issuer in full or in part at any time on or after March 1, 2020, and if less than a full maturity then by lot within such maturity, at the principal amount thereof and accrued interest to the date fixed for redemption. Bonds are not required to be redeemed in inverse order of maturity. In the event any Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. 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 each Bond to be redeemed at his address as shown on the registration books of the Paying Agent.

The Issuer shall cause to be kept at the principal corporate trust 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 or Bonds 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 or Bonds shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity. Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange any Bond during a period beginning (i) at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date and ending at the close of business on the Interest Payment Date or (ii) with respect to Bonds to be redeemed, at the opening of business fifteen (15) days before the date of the mailing of a notice of redemption of such Bonds and ending on the date of such redemption.

This Bond and the issue of which it forms a part constitute general obligations 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. The Bonds are 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 this Bond and the issue of which it forms a part 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 (herein defined) until the certificate of registration hereon shall have been signed by the Paying Agent.

It is certified that this Bond is authorized by and 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 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 Constitution and statutes of the State of Louisiana.

IN WITNESS WHEREOF, the Zachary Community School Board, acting as the governing authority of the Issuer, has caused this Bond to be executed in the name of the Issuer by the facsimile signatures of its President and Secretary and a facsimile of its corporate seal to be imprinted hereon.

ZACHARY COMMUNITY SCHOOL DISTRICT NO. 1, STATE OF LOUISIANA

Secretary, President,

Zachary Community School Board Zachary Community School Board

This Bond and the issue of which it forms a part have been duly registered with the Secretary of State of Louisiana as provided by law.

(FORM OF SECRETARY OF STATE ENDORSEMENT -

TO BE PRINTED ON ALL BONDS)

OFFICE OF SECRETARY OF STATE

STATE OF LOUISIANA

This Bond secured by a tax. Registered on this the 1st day of September, 2010.

Secretary of State

(FORM OF PAYING AGENT’S CERTIFICATE OF REGISTRATION)

This Bond is one of the Bonds referred to in the within-mentioned Resolution.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Paying Agent

Date of Registration: _______________ By: __________________________________

Authorized Officer

(FORM OF ASSIGNMENT)

FOR VALUE RECEIVED, 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 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.

(FORM OF LEGAL OPINION CERTIFICATE ‑

TO BE PRINTED ON ALL BONDS)

I, the undersigned Secretary of the Zachary Community School Board, 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 a representative of the original purchaser thereof:

(Bond Printer Shall Insert Legal Opinion)

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.

ZACHARY COMMUNITY SCHOOL DISTRICT NO. 1, STATE OF LOUISIANA___________

Secretary,

Zachary Community School Board

(INSERT INSURANCE LEGEND, IF ANY)

SECTION LISTNUM 1 \l 1 Execution of Bonds. The Bonds shall be signed by the Executive Officers 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 Secretary of the Governing Authority, which signatures and corporate seal may be either manual or facsimile.

SECTION LISTNUM 1 \l 1 Registration of Bonds. The Bonds shall be registered with the Secretary of State of the State of Louisiana as provided by law and shall bear the endorsement of the Secretary of State in substantially the form set forth herein, provided that such endorsement shall be manually signed only on the Bonds initially delivered to the Purchaser, and Bonds subsequently exchanged therefor as permitted in this Bond Resolution may bear the facsimile signature of said Secretary of State.

SECTION LISTNUM 1 \l 1 Pledge of Full Faith and Credit. The Bonds shall constitute general obligations of the Issuer, and the full faith and credit of the Issuer is hereby pledged for their payment. This Governing Authority does hereby obligate itself and is bound under the terms and provisions of law and the election authorizing the Bonds to impose and collect annually in excess of all other taxes a tax on all of the property subject to taxation within the territorial limits of the Issuer sufficient to pay the principal of and the 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.

SECTION LISTNUM 1 \l 1 Sinking Fund. For the payment of the principal of and the interest on the Bonds, the Issuer will establish 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 aforesaid special tax and no other moneys whatsoever (other than investment 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.

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 deposits 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 provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be added only to the Sinking Fund.

SECTION LISTNUM 1 \l 1 Application of Proceeds. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this 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 deposited by the Issuer in a bank or banks to 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.

SECTION LISTNUM 1 \l 1 Bonds Legal Obligations. The Bonds shall constitute legal, binding and valid obligations of the Issuer and shall be the only representations of the indebtedness as herein authorized and created.

SECTION LISTNUM 1 \l 1 Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer, and its successors, 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 the Governing Authority or the Issuer as a result of issuing the Bonds.

No material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two‑thirds (2/3) of the aggregate principal amount of the Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption 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 appropriated, 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.

SECTION LISTNUM 1 \l 1 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 constitutional or statutory provisions enacted after the date of this Resolution which validate or make legal any provision of the 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.

SECTION LISTNUM 1 \l 1 Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with the Bonds herein authorized 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 this State.”

SECTION LISTNUM 1 \l 1 Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal (and redemption price) of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.

SECTION LISTNUM 1 \l 1 Notices to Owners. Wherever this Resolution provides 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.

SECTION LISTNUM 1 \l 1 Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent. All canceled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

SECTION LISTNUM 1 \l 1 Mutilated, Destroyed, Lost or Stolen Bonds. If (a) any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (b) 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 harmless, 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 amount, 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, destroyed, lost or stolen bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, 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 Agreement, authorized in this Resolution, shall also be available with respect to mutilated, destroyed, 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, destroyed, lost or stolen Bonds.

SECTION LISTNUM 1 \l 1 Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owners, the principal (and redemption price) 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 covenants, agreements, and other obligations of the Issuer to the Owners of the Bonds 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 installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Governing Authority 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.

SECTION LISTNUM 1 \l 1 Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Bonds. The designation 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 appropriate proceedings giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

SECTION LISTNUM 1 \l 1 Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Internal Revenue Code of 1986 and any amendment thereto (the “Code”) in order to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Bonds to be “arbitrage bonds” or would result in the inclusion of the interest on 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”.

SECTION LISTNUM 1 \l 1 Qualified Tax-Exempt Obligations . The Bonds are designated as “qualified tax‑exempt obligations” within the meaning of Section 265(b)(3) of the Code.

SECTION LISTNUM 1 \l 1 Publication. A copy of this Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer. For a period of thirty (30) days from the date of such publication, any person in interest shall have the right to contest the legality of this Resolution and of the Bonds to be issued pursuant hereto and the provisions hereof securing the Bonds. After the expiration of said thirty (30) days, no one shall have any right of action to contest the validity of the Bonds or the provisions of this Resolution, and the Bonds shall be conclusively presumed to be legal and no court shall thereafter have authority to inquire into such matters.

SECTION LISTNUM 1 \l 1 Continuing Disclosure. The Executive Officers are hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix H of the official statement issued in connection with the sale and issuance of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).

SECTION LISTNUM 1 \l 1 Section Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION LISTNUM 1 \l 1 Effective Date. This Resolution shall become effective immediately.

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

YEAS: 7

NAYS: 0

ABSENT: 2

And the resolution was declared adopted, on this, the 22nd day of July, 2010

/s/ Warren Drake, Jr. /s/ Hubie Owen

Secretary President

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

I, the undersigned Secretary of the Zachary Community School Board (the AGoverning Authority@), acting as the governing authority of the Zachary Community School District No.1 , State of Louisiana, do hereby certify that the foregoing pages constitute a true and correct copy of a resolution adopted by said Governing Authority on July 22, 2010, authorizing the incurring of debt and issuance of Thirteen Million Two Hundred Eighty Thousand Dollars ($13,280,000) of General Obligation School Bonds, Series 2010, of Zachary Community School District No. 1, State of Louisiana; prescribing the form, terms and conditions of said Bonds; designating the date, denomination and place of payment of said Bonds; providing for the payment thereof in principal and interest; 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 Zachary, Louisiana, on this, the 22nd day of July, 2010.

(SEAL) Secretary

As you make changes, you may wish to use the Search & Replace Feature to change certain items (name of issuer, amount, year, etc.) throughout so that you don’t have to make the change each time it appears.

Be sure to use Case Sensitive Searches for (e.g. “RESOLUTION”, “Resolution”, “resolution” or “RAPIDES”, “Rapides”) when items may appear in upper, lower and/or mixed case).

You do not need to delete these comments, since they will not print out (use View, Page to prove this to yourself, then switch back to View, Draft so that you can see other comments).

Add lowest and best bid if more than one bid was received

Delete the following section if the issue is less than $1,000,000 or otherwise completely exempt from the SEC Continuing Disclosure Rules. If the issue is more than $10,000,000, use different language - see \\Fileroom\Central\Disclosr\Over10.mil\Resolutn.

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Publish: 8/4/10

__________________________________________

ORDINANCE 2010-13

CITY OF ZACHARY

PARISH OF EAST BATON ROUGE

STATE OF LOUISIANA

ORDINANCE PERTAINING TO ADOPTION

OF THE LAND DEVELOPMENT CODE

BE IT ORDAINED by the City Council of the City of Zachary that:

Chapter 54, Manufactured Housing, Trailers, Campers and Motor Homes is hereby repealed in its entirety.

Chapter 73, Site Plan Review is hereby repealed in its entirety.

Chapter 74, Subdivisions is hereby repealed in its entirety.

Section 86-92, Imposition of Utilities Infrastructure Fee is hereby repealed.

Section 86-93, Computation of the Utilities Infrastructure Fee is hereby repealed.

Section 86-94, Payment of Utility Infrastructure Fee for New Subdivision Developments is hereby repealed.

Chapter 90, Zoning, with the exception of Article III, Airport Location and Vicinity Compatible Land Use Zoning Ordinance and Article IV, Noise Impact Zones and Restrictions is hereby repealed and re-enacted to read as follows:

ARTICLE I. IN GENERAL

Sec.90-1. LAND DEVELOPMENT CODE ADOPTED.

There is hereby adopted the City of Zachary Unified Development Code which is incorporated as fully as if set out at length herein and shall be controlling within the corporate limits of the city

Should any section, paragraph, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a Court of competent authority for any reason, the remainder of said Ordinances shall remain in full force and effect, the provisions of this Ordinance being hereby declared severable.

This Ordinance shall become effective upon the adoption of the zoning map which is compatible with the revised zoning districts under this code.

INTRODUCED FOR ADOPTION by the City Council of the City of Zachary at a regular meeting of said Council held on the 8th day of June, 2010.

HENRY J. MARTINEZ, MAYOR

ATTEST:

JEAN BYERS

Clerk of the City Council

JOHN COGHLAN

Mayor Pro Tempore

SUBMITTED FOR FINAL APPROVAL by the City Council on the 13th day of July, 2010 at a regular meeting of said Council, and at a public hearing.

HENRY J. MARTINEZ, MAYOR

ATTEST:

JEAN BYERS

Clerk of the City Council

JOHN COGHLAN

Mayor Pro Tempore

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Publish: 8/4/10

__________________________________________

ORDINANCE 2010-14

CITY OF ZACHARY

PARISH OF EAST BATON ROUGE

STATE OF LOUISIANA

ORDINANCE PERTAINING TO BATTERY OF

SCHOOL BU