HomeMy WebLinkAboutRESOLUTIONS - 08142001 - 2001-10 AUG.13.2001 3:39PM BRENTWOOD UNIOU NO.792 P.2i7
RESOLUTION NO. 2001-10
BRENTWOOD UNION SCHOOL DISTRICT
RESOLUTION OF THE BOARD OF EDUCATION OF THE BRENTWOOD UNION
SCHOOL DISTRICT,COUNTY OF CONTRA COSTA,REQUESTING THE BOARD
OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA TO ISSUE AND SELL
GENERAL OBLIGATION BONDS OF THE DISTRICT IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED$8,003,689.12
WHEREAS, an election was duly and regularly held in the Brentwood Union School
District (the "District") on November 4, 1997 for the purpose of submitting to the qualified
electors of the District the question whether general obligation bonds should be issued in the
aggregate principal amount of$20,000,000'(the "Bonds"),at which more than two-thirds of the
votes cast were in favor of the issuance of the Bonds;and
WHEREAS, the District caused the Board of Supervisors of Contra Costa County (the
"County Board") to issue the first series of the Bonds on April 15, 1998 in the aggregate
principal amount of $4,996,606.98; and
WHEREAS, the District caused the County Board to issue the second and third series
of the Bonds on November 14,2000 in the aggregate principal amount of$6,999,703.90;and
WHEREAS, the Board of Trustees of the District wishes at this time to 'institute
proceedings for the issuance and sale of the fourth and final series of the Bonds in the aggregate
principal amount of not to exceed $8,003,689.12; and
WHEREAS,Section 15140 of the Education Code of the State of California (the "Act")
requires that general obligation bonds of the District shall be offered for sale by the Board of
Supervisors of the County of Contra Costa, as soon as possible following receipt of a resolution
adopted by the Board of Trustees of the District;
NOW,THEREFORE,IT IS RESOLVED,DETERMD4ED AND ORDERED by the Board
of Trustees of the Brentwood Union School District,as follows:
Section 1. es . The Board of Trustees of the Brentwood Union School District
hereby requests the Board of Supervisors of the County of Contra Costa to issue the fourth and
final series of the Bonds,to be designated the'Brentwood Union School District (Contra Costa
County, California) General Obligation Bonds, Election of 1997, Series D (the " Series D
Bonds'j,for the purpose of raising money for the acquisition,construction,and rehabilitation of
school facilities as set forth in the proposition authorizes the issuance of the Bonds; provided,
that the aggregate principal amount of the Series D Bonds shall not exceed $8,003,689.12. The
Board hereby finds and determines that all acts, conditions and things required by law to be
done or performed have been done and performed in strict conformity with the laws authorizing
the issuance of general obligation bonds of the District, and the indebtedness of the District,
including the proposed issue of the Series D Bonds,is within all limits prescribed by law.
Section 2. gg-Qva_] of Board of Sung ors' Resolufio, The resolution entitled, "A
Resolution of the Board of Supervisors of the County of Contra Costa Authorizing the Issuance
and Sale of Brentwood Union School District (Contra Costa County, California) General
Obligation. Bonds, Election of 1997, Series D, in the Aggregate Principal Amount of Not to
exceed $8,003,689,12, to Finance Real Property Acquisition and Improvements" (the `Bond
AUG.13.2001 3:40PM BRENTWOOD UNIOU N0.792 P.3i7
Resolution') in substantially the form presented to the Buard of Trustees at this meeting,
together with any additions to or changes therein deemed necessa or advisable by the Board
of Supervisors and the District Representative (as defined herein, is hereby approved. The
provisions of the Bnnd Resolution relating to payment of principal of and interest on the Bonds
are set forth in the Bond Resulution solely at the request of dw District for die convenience of
the District in the administration of its Bonds, and not to create any responsibilities for the
Board of Supervisors of the County beyond the express statutory requirements contained in
Sections 15140, 13146 and 1,5250 of the Act. The District awes to carry out and perform all of
its obligatiom;under the Bond Resolution'.
Section 3. 1ntgre,t- Interest on the 5erifa. D Bonds shall accrete at the rata of not to
exceed twelve percent(12%)per annum,which interest shall be payable on the Serie; D Bonds
at maturity.
Sectiun 4. Lakes, Maturities, The Series D Bunds shall be dated the date of the delivery
to the original purchaser thereof(the"Underwriter") and mature on August in each of the years
2002 through 2026,as !specified in the Purchase Contract described in Section 5.
Section 5.Sale of thcr Bond,,, The Board hereby approves the sale of the Series D Bonds
by negotiation with a firm to be selected through a competitive process conducted by Kelling
Northcross & Nobriga (the "Financial Advisor") and authorizes the execution of the Purchase
Contract (the "Pur&-tse Contract") by and between the District, the Board of Supervisors of
Contra Costa County, and the firm so selected(the "Underwriter") substantially in the form an
file wills the. Superintendent of the District (the "Authorized Officer"), together with any
changes therein ur additions thereto approved by the authorized Officer. The Authurized
Officer is hereby authorized and directed to execute the Purchase Contract on behalf of the
District a}}Ion submission of :a proposal by tau Underwriter to purchase [he .Series D Bonds;
provided, Czv ver, that such proposal is acceptable to the Authorized Officer and is consistent
with the requirements of chis Resolution. The aggregate principal amount of the Series D Bonds
shall not exceed 58,00.3,689.12, the purchase price received by the District for the Series D
Bonds!Ml be not less tlutn the par amount thereof, and the interest rate on the Series U Bonds
shall not exceed 12°!x.
The District will determine the aggregate principal aunmint and the individual maturity
amounts of the Series D Bonds, a5 well as the years in which the Series U Bonds mature,based
upon infozmltiun supplied by the Auditor-Controller and the Treasurer-Tax Collector of the
County of Contra Costa and consultations with the Financi,-d Advisor, and has requested the
County Roard of Supervisors to issue the Bonds in accordance with the terms of the Bond
Resolution.
Section 6. Tax Cuycrian.U. The follo«'ing shall apply to the Series D Bonds under the
Internal lievvnue Code of 1986 and regulations and publico dance published thereunder (the
"Tax Code"):
(i) PrivREe Activit t3�nd diyitatiatt. The 13is}riot shall assure that the
�roctMis of the Bands are not so used as to cause the Bunds to satisfy the private
usiness tests of section 141(b) of the Tax Code or the private loan financing test of
section 141(e) of the Tax Code.
(b) Federal Guarantee Prohibition. The District shall not take any action or
permit or suffer any action to be taken if the result of the same would be to cause any of
the Bonds to be "federally 6-tiaranteed" within the mewwg of suction 149(b) of the Tax
Cade.
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AUG.13.2001 3:40PM BRENTWOOD UNIOU NO.792 P.4i7
(e) Rebate Requirement. The District shall take any and all actions necessary
to assure compliance with section 148(f) of the Tax Code,relating to the rebate of excess
investment earnings,if any,to the federal government, to the extent that such section is
applicable to the Bonds.
(d) No Arbifrae.The District shall not take,or permit or suffer to be taken by
the County of Contra Costa, the Paying Agent or otherwise, any action with respect to
the proceeds of the Bonds which, if such action had been reasonably expected to have
been taken,or had been deliberately and intentionally taken, on the date of issuance of
the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of
section 148 of the Tax Code.
(e) Maintenance:q Tax-ExemPion,. The District shall take all actions necessary
to assure the exclusion of interest on the Bonds from the gross income of the Owners of
the Bonds to the same extent as such interest is permitted to be excluded from gross
income under the Tax Code as in effect on the date of issuance of the Bonds.
Section 7. Preparation of Official Statement. The Board of Trustees of the District
hereby approves, and hereby deems nearly final withal the meaning of Rule 15c2-12 of the
Securities Exchange Act of 1934, the preliminary Official Statement describing the Bonds in
substantially the form submitted by the Financial Advisor, and on file with the District
Representative. The District Representative is hereby authorized to execute an appropriate
certificate stating the Board of Trustees' detem-dnation that the Preliminary Official Statement
has been deemed nearly final within thering of such Rule. Distribution of the preliminary
Official Statement in connection with the sale of the Bonds is hereby approved. The District
Representative is hereby authorized and directed to approveanp changes in or additions to a -.
final form of the Official Statement, and the execution thereof by the District Representative
shall be conclusive evidence of the approval of any such changes and additions. The Board of
Trustees of the District hereby authorizes the distribution of the final Official Statement by the
Underwriter. The final Official Statement shall be executed in the name and on behalf of the
District by the District Representative.
The District Representative, in consultation with the Financial Advisor, is authorized
and directed to execute the Official Statement and a statement that the facts contained in the
Official Statement, and any supplemental-or amendment thereto (which shall be deemed an
original part thereof for the purpose of such statement) were, at the time of sale of the Bonds,
true and correct in all material respects and that the Official Statement did not, on the date of
sale of the Bonds, and does not, as of the date of delivery of the Bonds, contain any untrue
statement of a material fact with respect to the District or omit to state material facts with
respect to the District required to be stated where necessary to make any statement made
therein not misleading in the light of the circumstances under which it was made. The District
Representative shall take such further actions prior to the signing of the Official Statement as
are deemed necessary and appropriate to verify the accuracy thereof.
Section 8. Continuing Disclosure, The District hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosuze Certificate.
"Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate
executed by the District and dated the date of issuance and delivery of the Bonds, as originally
executed and as it may be amended from time to time in accordance with the terms thereof.
Section 9. Official Actions. The District Representatives and any and all other officers
of the District are each authorized and directed, for and in the name and on behalf of the
District, to do any and all things and take any and all actions, including execution and delivery
of any and all certificates, requisitions, notices, consents and other documents, which they, or
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AUG.13.2001 3:41PM BRENTWOOD UNIOU NO.792 P.5i7
any of them, may deem necessary or advisable in order to consumunate the lawful sale and
issuance of the Bonds.The Clerk of this Board of Trustees is hereby authorized and directed to
cause a copy of this resolution, duly certified as to adoption, with the Clerk of the Board of
Supervisors of the County of Contra Costa immediately upon the adoption hereof.
Section 10. Appointnnent of Paying Agent.
(a) U.S. Bank Trust National Association, at its principal office in Los
Angeles,California,is hereby appointed Pa 'Ig Agent for the Bonds. The Paying Agent
undertakes to perform such duties, and only,such duties, as are specifically set forth in
this Resolution and the Bond Resolution,and,even during the continuance of an event of
default, no implied covenants or obligations shall be read into this Resolution and the
Bond Resolution against the Paying Agent The Paying Agent shall signify its acceptance
of the duties and obligations imposed upon it by this Resolution and the Bond
Resolution by executing and deliveang to the District a certificate or other agreement to
that effect.
The District may remove the Paying Agent initially appointed,and any successor
thereto,and may appoint a successor or successors thereto,but any such successor shall
be a bank or trust company doing business in the State of California, having a combined
capital (exclusive of borrowed capital) and surplus of at least fifty million dollars
($50,000,000), and subject to supervision or examination by federal or state authority.
If such bank or trust company publishes a report of condition at least annually,
pursuant to law or to the requirements of any supervising or examining authority above
referred to,fihen for the purposes of this Section 11 the combined capital and surplus of
such bank or trust company shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.
Ibe Paying Agent may at any time resign by giving written notice to the District
and the Bondowners of such resignation. Upon receiving notice of such resignation, the
District shall promptly appoint a successor Paying Agent by an instrument in writing.
Any resignation or removal of the Paying Agent and appointment of a successor Paying
Agent shall become effective upon acceptance of appointment by the successor Paying
Agent.
(b) Paidne Aunt MMi Hold Bonds. The Paying Agent may become the owner
of any of the Bonds in its own or any other capacity with the same rights it would have
if it were not Paying Agent.
(c) Liabffily of AVnts. The recitals of facts, covenants and agreements herein
and in the Bonds contained shall be taken as statements, covenants and agreements of
the District, and the Paying Agent assumes no responsibility for the correctness of the
same,nor makes any representations as to the validity or sufficiency of this Resolution,
the Bond Resolution or of the Bonds,nor shall incur any responsibility in respect thereof,
other than as set forth in this Resolution and the Bond Resolution. The Paying Agent
shall not be liable in connection with the performance of its duties hereunder, except for
its own negligence or willful default.
In the absence of bad faith, the Paying Agent may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions famished to the Paying Agent and conforming to the
requirements of this Resolution and the Bond Resolution; but in the case of any such
certificates or opinions by which any provision hereof are specifically required to be
furnished to the Paying Agent, the Paying Agent shall be under a duty to examine the
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AUG.13.2001 3:41PM BRENTWOOD UNIOU N0.792 P.6/7
same to determine whether or not they conform to the requirements of the Bond
Resolution.
The Paying Agent shall not be liable for any error of judgment made in good faith
by a responsible officer unless it shall be proved that the Paying.Agent was negligent in
ascertaining the pertinent facts.
No provision of dvs Resolution or the Bond Resolution shall require the Paying
Agent to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or
powers,if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against,such risk or liability is not reasonably assured to it.
The Paying Agent may execute any of the powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Paying
Agent shall not be responsible for any misconduct or negligence on the part of any agent
or attorney appointed with due care by it hereunder,
(d) Notice to Agents. The Paying Agent may rely and shall be protected in
acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate,report,warrant,bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or proper parties. The Paying
Agent may consult with counsel, who may be of counsel to the District, with regard to
legal questions,and the opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken or suffered by it hereunder in good faith
and in accordance therewith.
Whenever in the administration of its duties under this Resolution or the Bond
Resolution the Paying Agent shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering any action hereunder,such matter(unless other
evidence in respect thereof be herein specifically prescribed) may, in the absence of bad
faith on the part of the Paying Agent, be deemed to be conclusively proved and
established by a certificate of the District, and such certificate shall be full warrant to
the Paying Agent for any action taken or suffered under the provisions of this Resolution
or the Bond Resolution upon the faith thereof, but in its discretion the Paying Agent
may,in lieu thereof,accept other evidence of such matter or may require such additional
evidence as to it may seem reasonable.
(e) Compensation. Indemnification. The District shall pay to the Paying Agent
from time to time reasonable compensation for all services rendered under this
Resolution and the Bond Resolution, and also all reasonable expenses, charges, counsel
fees and other disbursements, including those of their attorneys, agents and employees,
incurred in and about the performance of their powers and duties under this Resolution
and the Bond Resolution. A District Representative is hereby authorized to execute an
agreement or agreements with the Paying Agent in connection with such fees and
expenses. The District further agrees to indemnify and save the Paying Agent harmless
against any liabilities which it may incur in the exercise and performance of its powers
and duties hereunder which are not due to its negligence or bad faith.
Section 11. Effect. This Resolution shall take effect immediately.
FIAUG.13.2001 3:42PM BRENTWOOD UNIOUNO. NO.792 P.7i7
W.M.J.J.C-uuA a•e,.n .i .,�,� �..,,., r,u•.... Aug. 31 2000 07.39AM P1
7he'*m9QiV MMIUNM was i►bOduced by Baard Meatier KPIO Ymho
waved 25 adc tiaoonded bSoard Member Nunn =adapted
am ftp t 9,Sm,by tau rvnowQ roil=a vote:
Memba Deborah UPetri Aye
M=tff it. Pout prep Aye
)Awd : Sett[ Senn Aye
Mia Cawias Sanabria Aye
V'M,the Pflildmt decbmed tw above!chit=adopted=d
SC ORDERt?'D,
Umid Df' tL4i
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