RESOLUTION NO by yaosaigeng

VIEWS: 1 PAGES: 8

									                             RESOLUTION NO. 2008/2009-06

  RESOLUTION OF THE BOARD OF EDUCATION OF THE LOS ALAMITOS UNIFIED
  SCHOOL DISTRICT REQUESTING THE BOARD OF SUPERVISORS OF COUNTY
  OF ORANGE TO ISSUE AND SELL GENERAL OBLIGATION BONDS OF SCHOOL
  FACILITIES IMPROVEMENT DISTRICT NO. 1 IN THE AGGREGATE PRINCIPAL
                 AMOUNT OF NOT TO EXCEED $27,000,000

WHEREAS, an election was duly and regularly held in School Facilities Improvement District
          No. 1 of the Los Alamitos Unified School District (the "District") on November 4,
          2008, in accordance with Section 1(b)(3) of Article XIIIA of the California
          Constitution, 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 $126,000,000 (the "Bonds"), at which more than 55% of the
          votes cast were in favor of the issuance of the Bonds; and

WHEREAS, the District is authorized to cause issuance of the Bonds under Chapter 1.5 of
          Part 10, Division 1, Title 1 of the Education Code of the State of California (the
          "Bond Law"), commencing with Section 15264 of the Education Code, which
          requires that general obligation bonds of the District be offered for sale by the
          Board of Supervisors of County of Orange, as soon as possible following receipt
          of a resolution adopted by the Board of Education of the District; and

WHEREAS, Section 15266(b) of the Education Code provides that where not inconsistent,
         the provisions of Chapter 1 (commencing with Section 15100) of the Education
         Code shall apply to the Bond Law; and

WHEREAS, The Board of Supervisors of the County of Orange (the "County") has previously
         sold none of the bonds; and

WHEREAS, the Board of Education of the District wishes to adopt this Resolution for the
          purpose of requesting the Board of Supervisors of Orange County to authorize
          and sell a first series of the Bonds in the principal amount of not to exceed
          $27,000,000;

NOW, THEREFORE, BE IT RESOLVED, by the Board of Education of the Los Alamitos Unified
School District the following:
Section I. Authorization of Series 2009 Bonds; Request to County. The Board of
            Education (the "Board") of the District hereby authorizes the issuance of a first
            series of the Bonds, to be designated the "Bonds of School Facilities
            Improvement District No. 1 of the Los Alamitos Unified School District (Orange
            County, California) General Obligation Bonds, 2008 Election, Series 2009" (the
            "Series 2009 Bonds") in the aggregate principal amount of not to exceed
            $27,000,000 for the purpose of raising money to finance the acquisition,
            construction, rehabilitation, furnishing and equipping of school facilities as set
            forth in the proposition authorizing the issuance of the Bonds (the "Bond
            Proposition"). The Board hereby requests the Board of Supervisors of County of
              Orange to issue and sell the Series 2009 Bonds in the name and on behalf of the
              District under the Bond Law.

Section 2. Interest. The Series 2009 Bonds shall bear interest rates of not to exceed the
             legal limit, payable on February 1 and August 1 in each year beginning August 1,
             2009 unless provided otherwise upon the sale of the Series 2009 Bonds.

Section 3.      Maturity. The Series 2009 Bonds shall mature on August 1 in each of the years
                and in the respective amounts as set forth in the agreement awarding the sale of
                the Series 2009 Bonds as hereinafter set forth. The term of the Series 2009
              Bonds shall not exceed 25 years.

Section 4. Approval of County Resolution. The resolution of the Board of Supervisors
            authorizing the sale of the Series 2009 Bonds is hereby approved in substantially
            the form presented to the Board at this meeting (the "County Resolution"). The
            provisions of the County Resolution relating to payment of principal of and
            interest on the Series 2009 Bonds are set forth in the County Resolution solely at
            the request of the District for the convenience of the District in the administration
            of the Series 2009 Bonds, and do not create any responsibilities for the Board of
            Supervisors of the County beyond the express statutory requirements contained
            in Sections 15140, 15146 and 15250 of the Education Code. The District agrees
            to carry out and perform all of its obligations under the County Resolution.

Section 5. Building Fund. The District hereby directs the Orange County Treasurer to
            establish, hold and maintain a fund to be known as the "Los Alamitos Unified
            School District Series 2009 SFID No. 1 General Obligation Bond Building Fund",
            to be maintained by the Orange County Treasurer as a separate account,
            distinct from all other funds of the County and the District. The proceeds from
            the sale of the Series 2009 Bonds, to the extent required under the County
            Resolution, shall be deposited in and credited to the Building Fund, and shall be
            expended by the District solely for the purposes for which the Series 2009 Bond
            proceeds are authorized to be expended under the Bond Proposition, including
            payment of the costs of issuing the Series 2009 Bonds. All interest and other
            gain arising from the investment of amounts deposited to the Building Fund shall
            be retained in the Building Fund and used for the purposes thereof.
Section 6. Debt Service Fund. The District hereby directs the Treasurer and Tax Collector
             of the County (the "County Treasurer") to establish, hold and maintain a fund to
             be known as the "Los Alamitos Unified School District Series 2009 SFID No. 1
             General Obligation Bond Debt Service Fund", which shall be maintained by the
             County Treasurer as a separate account, distinct from all other funds of the
             County and the District. All taxes levied by the County, at the request of the
             District, for the payment of the principal of and interest and premium (if any) on
             the Series 2009 Bonds in accordance with the County Resolution shall be
             deposited in the Debt Service Fund by the County promptly upon apportionment
             of said levy. The Debt Service Fund shall be pledged for the payment of the
             principal of and interest on the Series 2009 Bonds when and as the same
             become due, including the principal of any term Series 2009 Bonds required to
             be paid upon the mandatory sinking fund redemption thereof. The moneys in the
             Debt Service Fund, to the extent necessary to pay the principal of and interest
             and redemption premium (if any) on the Series 2009 Bonds as the same become
             due and payable, shall be transferred by the County to the Paying Agent upon
the written request of the District filed with the County, as required to pay the principal of and
interest and redemption premium (if any) on the Series 2009 Bonds.

              If, after payment in full of the Series 2009 Bonds, any amount s remain on
              deposit in the Debt Service Fund, such amounts shall be transferred to the
              General Fund of the District, as provided in Section 15234 of the Bond Law.

Section 7. Sale of Series 2009 Bonds. The Board hereby requests that the Board of
           Supervisors of the County sell the Series 2009 Bonds on a negotiated basis to
           George K. Baum & Company (the "Underwriter") under a Bond Purchase
           Agreement among the District, the Underwriter and the County Treasurer in
           substantially the form on file with the clerk of the District, together with any
           changes thereto which are approved by the Superintendent or the Assistant
           Superintendent, Business Services (each, a "District Representative"). The
           Board hereby authorizes and directs a District Representative to execute and
           deliver the final form of the Bond Purchase Agreement in the name and on
           behalf of the District.
The County Treasurer, or any designee thereof, is hereby authorized to execute and deliver the
Bond Purchase Agreement, with such changes therein, deletions therefrom and modifications
thereto as the District Representative, may approve, such approval to be conclusively evidenced
by the execution and delivery thereof. The bond yield of the Series 2009 Bonds shall not
exceed the legal limit and the Underwriter's discount may not exceed 1.1% of the aggregate
principal amount of the Series 2009 Bonds sold thereunder. The Bonds shall be sold by
negotiated sale inasmuch as: (i) such sale will allow the District to integrate the sale of the Series
2009 Bonds with other public financings undertaken, or to be undertaken, by the District in order to
finance and fund public school facilities; (ii) such a sale will allow the District to utilize the services
of consultants who are familiar with the financial needs, status and plans of the District; and (iii)
such a sale will allow the District to control the timing and structuring of the sale of the Series
2009 Bonds to the municipal bond market and, potentially, take advantage of interest rate
opportunities for favorable sale of the Series 2009 Bonds to such market.
Jones Hall, A Professional Law Corporation, has been selected as the District's bond counsel.
The estimated costs of issuance associated with the bond sale are $180,150, excluding
underwriter's compensation and bond insurance costs, and including bond and underwriter's
counsel fees, election costs, costs of printing the Official Statement, rating agency fees and
paying agent fees. Final complete costs of issuance will be determined and presented to the
Board subsequent to sale of the Bonds.

If, it appears in the best interests of the District to acquire municipal bond insurance to
secure the Bonds, the Superintendent may so provide in the Purchase Contract.

Section 8.     Tax Covenants.

(a)                   Private Activity Bond Limitation. The District shall assure that the
proceeds of the Series 2009 Bonds are not so used as to cause the Series 2009
              Bonds to satisfy the private business tests of Section 141(b) of the Internal
              Revenue Code of 1986, as amended (the "Tax Code"), or the private loan
              financing test of Section 141(c) 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 Series 2009 Bonds to be "federally guaranteed" within the
              meaning of Section 149(b) of the Tax Code.

              (c)    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 Series 2009 Bonds.

              (d)      No Arbitrage. The District shall not take, or permit or suffer to be taken
              by the Paying Agent or otherwise, any action with respect to the proceeds of the
              Series 2009 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 Series 2009 Bonds would have caused the Series 2009 Bonds to
              be "arbitrage bonds" within the meaning of Section 148 of the Tax Code.

              (e)      Maintenance of Tax-Exemption. The District shall take all actions
              necessary to assure the exclusion of interest on the Series 2009 Bonds from the
              gross income of the owners of the Series 2009 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 Series 2009 Bonds.

Section 9. Preparation of Official Statement. The Board hereby approves, and hereby
            deems nearly final within the meaning of Rule 15c2-12 of the Securities
            Exchange Act of 1934, the Preliminary Official Statement describing the Series
            2009 Bonds in substantially the form on file with the District. The Board hereby
            approves and authorizes the distribution by the Underwriter of the Preliminary
            Official Statement to prospective purchasers of the Series 2009 Bonds, and
            authorizes and directs a District Representative on behalf of the District to deem
            the Preliminary Official Statement "final" under Rule 15c2-12 under the
            Securities Exchange Act of 1934 (the "Rule") prior to its distribution by the
            Underwriter. A District Representative is hereby authorized and directed to
            approve any changes in or additions to a final form of said Official Statement ,
            and the execution thereof by a District Representative shall be conclusive
            evidence of his approval of any such changes and additions. The Board 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 a District Representative.
Section 10. Continuing Disclosure. The Board hereby covenants and agrees that it will
            comply with and carry out all of the provisions of the Continuing Disclosure
            Certificate in substantially the form attached to the Preliminary Official
            Statement. A District Representative is hereby authorized and directed to assist
            the Underwriter and Bond Counsel in completing the Continuing Disclosure
            Certificate, and to execute said Certificate on or prior to the closing of the Series
            2009 Bonds.
Section 11. Appointment of Paying Agent. Wells Fargo Bank, National Association, is
            hereby appointed to act as the authenticating agent, Bond registrar, transfer
            agent and paying agent (collectively, the "Paying Agent") for the Series 2009
            Bonds. The Paying Agent shall perform such functions as are imposed upon it
            under the County Resolution.

             All fees and expenses incurred for services of the Paying Agent shall be the sole
             responsibility of the District. The District shall pay to the Paying Agent from time
             to time reasonable compensation for all services rendered under this Resolution
             and the County 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 County Resolution.
Section 12. Actions to Close the Issue. All actions heretofore taken by the officers and
            agents of the District with respect to the sale and issuance of the Series 2009
            Bonds are hereby approved, and each District Representative and all other
            officers of the District are hereby 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
            relating to the execution and delivery of any and all certificates, requisitions,
            agreements and other documents, which they, or any of them, may deem
            necessary or advisable in order to consummate the lawful issuance and delivery
            of the Series 2009 Bonds in accordance with this Resolution and the County
            Resolution.
Section 13. Effective Date. This resolution shall take effect on and after its adoption.

PASSED AND ADOPTED by the Board of Education of the Los Alamitos Unified School District
the 9th day of December, 2008.


 Signed:
               President of the Board of Educ Pion
               Los Alamitos Unified School District


Signed:
                                      ducation
                           s I nified chool District
                          Orange, Sta of California
County of Orange, State of California
                                    CLERK'S CERTIFICATE

            Jeff Barke , Clerk of the Board of Education of the LOS
ALAMITOS UNIFIED SCHOOL DISTRICT, hereby certify that the foregoing is a full, true, and
correct copy of Resolution No. 2008/2009-06 adopted at a regular meeting place thereof on the
9th day of December, 2008, of which meeting all the members of said Board of Education had
due notice and at which a majority thereof were present, and that at said meeting said
resolution was adopted by the following vote:
      AYES:                5
      NOES:                0

      ABSENT:              0



      An agenda of said meeting was posted at least 72 hours before said meeting at
10293 Bloomfield Street, Los Alamitos, California, a location freely accessible to members of
the public, and a brief general description of said resolution appeared on said agenda.

       I further certify that I have carefully compared the same with the original minutes of said
meeting on file and of record in my office; that the foregoing resolution is a full, true and correct
copy of the original resolution adopted at said board meeting and entered in said minutes; and
that said resolution has not been amended, modified or rescinded since the date of its adoption,
and the same is now in full force and effect.
      Dated: December 9, 2008

								
To top