SPECIAL MEETING OF DECEMBER 9, 2009

 

PUBLIC AGENDA

 

6 p.m.  PUBLIC SESSION

 

1. Pledge of Allegiance

 

2. Public Question & Comment Period

 

FISCAL SECTION
 
3. REVENUE ANTICIPATION NOTE (RANS)

 

REVENUE ANTICIPATION NOTE RESOLUTION, DATED DECEMBER 9, 2009, AUTHORIZING THE ISSUANCE OF A $5,000,000 AGGREGATE PRINCIPAL AMOUNT REVENUE ANTICIPATION NOTE OF THE CENTER MORICHES UNION FREE SCHOOL DISTRICT, LOCATED IN THE COUNTY OF SUFFOLK, STATE OF NEW YORK, PURSUANT TO THE LOCAL FINANCE LAW, IN ANTICIPATION OF THE RECEIPT OF MONEYS TO BE RECEIVED IN AND FOR THE SCHOOL DISTRICT IN ITS FISCAL YEAR ENDING JUNE 30, 2010.
WHEREAS, the Center Moriches Union Free School District (the “School District”), a school district of the State of New York (the “State”), located in the County of Suffolk, pursuant to the Local Finance Law, desires to issue a revenue anticipation note in anticipation of the receipt of moneys from the State, directly or indirectly, to be received in and for the School District in its fiscal year ending June 30, 2010; and
WHEREAS, the receipt of such moneys is expected to be received prior to the close of the School District’s 2009-2010 fiscal year; and
12/09/09
WHEREAS, $1,702,774 of such moneys to be received in such fiscal year has been received by the School District as of the date hereof, leaving $5,000,000 of such moneys not yet received in such fiscal year; and
WHEREAS, during the fiscal year ending June 30, 2010, the actual amount of such moneys received by the School District is expected to be $13,517,957 ; and
WHEREAS, no revenue anticipation notes have been authorized or issued in anticipation of the receipt of such moneys in such fiscal year; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Education of the Center Moriches Union Free School District, located in the County of Suffolk, State of New York, as follows:
Section 1.   There is hereby authorized to be issued a revenue anticipation note of the School District in the aggregate principal amount of up to $5,000,000, pursuant to the Local Finance Law, in anticipation of the receipt of moneys from the State, directly or indirectly, to be received in and for the School District in its fiscal year ending June 30, 2010; provided, however, that no such note as authorized herein shall be issued under this Resolution at any time in an amount which exceeds the “cumulative cash-flow deficit” within the meaning of the applicable Internal Revenue Code regulations with respect to such note.  Such note shall be designated the “Center Moriches Union Free School District, New York Revenue Anticipation Note, Series 2009A” (the “Note”).
Section 2.   The Note shall be dated, shall mature, shall be in a denomination and series and shall bear interest at the rate of interest per annum, as determined at the time of the sale of the Note by the President of the Board of Education of the School District at a private sale in accordance with the provisions of the Local Finance Law of the State and Chapter 2 of the New York Code of Rules and Regulations.
12/09/09
Section 3.   The Board of Education of the School District has ascertained and hereby states that (a) $5,000,000 of such anticipated moneys referred to herein remain unreceived as of the date hereof for the fiscal year of the School District ending June 30, 2010; (b) no revenue anticipation notes have heretofore been authorized or issued in anticipation of the receipt of such moneys for such fiscal year, except the Note; (c) no amount has been included in the annual budget of the School District for such fiscal year to offset, in whole or in part, any anticipated deficiency in the receipt during such fiscal year of such moneys to be received for such fiscal year; (d) the Note is to be issued in anticipation of the receipt of revenues other than real estate taxes and assessments; (e) the date of maturity of the Note and any renewals thereof, shall not be extended beyond June 30, 2013, which is the close of the applicable period provided in Section 25.00 of the Local Finance Law for the maturity of the Note; and (f) all earnings from the proceeds of the Note, if any, shall be applied to the payment of interest on the Note when due and payable, or for the payment of other governmental purposes of the School District within the meaning of the United States Treasury Regulations or other such regulations in effect or proposed on the date of the Note.
Section 4.   Pursuant to the provisions of the Local Finance Law, including Sections 30.00, 50.00 and 56.00 to 60.00, inclusive, the power to sell, issue and deliver the Note and the power to prescribe the terms, form and contents of the Note, including any renewals thereof, are hereby delegated to the President of the Board of Education of the School District, as the chief fiscal officer of the School District. The President of the Board of Education of the School District is hereby authorized to execute the Note on behalf of the School District, and the School District Clerk is hereby authorized to impress the seal of the School District on the Note (or to have imprinted a facsimile thereof) and to attest such seal. The President of the Board of Education of the School District is hereby authorized to deliver the Note to the purchaser thereof upon payment and receipt in full of the purchase price thereof.
12/09/09
Section 5.   The Note shall be a general obligation of the School District secured by the full faith and credit of the School District payable from the moneys anticipated to be received, and otherwise from the lien on the first revenues received by the School District. 
Section 6.   The President of the Board of Education of the School District is hereby directed to file with the Board of Education of the School District, a certificate or certificates reporting the date of the Note, the date the Note matures, the rate of interest payable on the Note, the purchaser of the Note, and a statement to the effect that the power of the President of the Board of Education of the School District to sell, issue and deliver the Note is in full force and effect and has not been modified, amended or revoked prior to the delivery of and payment for the Note, and such other certificates as may be delivered to the purchaser of the Note.
Section 7.  In the absence of the President of the Board of Education, the Vice President of the Board of Education of the School District is hereby authorized to exercise the powers referred to in Sections 4 and 6 of this Resolution.
Section 8.   The School District covenants for the benefit of the holders and beneficial owners of the Note that it will not make any use of the proceeds of the Note, any funds reasonably expected to be used to pay the principal of or interest on the Note, or any other funds of the School District, which would cause the interest on the Note to become subject to federal income taxation under the Internal Revenue Code of 1986, as amended (the “Code”) (except for the federal alternative minimum tax imposed on corporations by Section 55 of the Code), or subject the School District to any penalties under Section 148 of the Code, and that it will not take any action or omit to take any action with respect to the Note or the proceeds thereof, if such action or omission would cause the interest on the Note to become subject to federal income taxation under the Code (except for the federal alternative minimum tax imposed on corporations by Section 55 of the Code), or subject  the  School  District  to  any  penalties  under  Section  148  of  the  Code.   The  foregoing
12/09/09
covenants shall remain in full force and effect notwithstanding the defeasance of the Note or any other provisions hereof until the date which is sixty (60) days after the final maturity date or earlier prior redemption date thereof.  The proceeds of the Note may be applied to reimburse expenditures or commitments made prior to the issuance of the Note on or after a date which is not more than sixty (60) days prior to the date of adoption of this Resolution by the Board of Education of the School District.
Section 9.   For the benefit of the holders and beneficial owners from time to time of the Note, the School District agrees, in accordance with and as an obligated person with respect to such obligations under, Rule 15c2-12 (the “Rule”) promulgated by the Securities Exchange Commission pursuant to the Securities Exchange Act of 1934, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of the Rule.  In order to describe and specify certain terms of the School District’s continuing disclosure agreement for that purpose and thereby implement that agreement, including provisions for enforcement, amendment and termination, the President of the Board of Education of the School District is authorized and directed to sign and deliver, in the name and on behalf of the School District, the commitment authorized by subsection 6(c) of the Rule (the “Commitment”), to be placed on file with the School District Clerk, which shall constitute the continuing disclosure agreement made by the School District for the benefit of holders and beneficial owners of the Note in accordance with the Rule, with any changes or amendments that are not inconsistent with this Resolution and not substantially adverse to the School District and that are approved by the President of the Board of Education on behalf of the School District, all of which shall be conclusively evidenced by the signing of the Commitment or amendments thereto.  The agreement formed collectively by this paragraph and the Commitment shall be the School District’s  continuing  disclosure  agreement  for  purposes of  the Rule, and its performance shall be
12/09/09
subject to the availability of funds and their annual appropriation to meet the costs the School District would be required to incur to perform thereunder.  The President of the Board of Education of the School District, acting on behalf of the School District, is further authorized and directed to establish procedures in order to ensure compliance by the School District with its continuing disclosure agreement, including the timely provision of information and notices.  Prior to making any filing in accordance with the agreement or providing notice of the occurrence of any material event, the President of the Board of Education of the School District shall consult with, as appropriate, the School District attorney and bond counsel or other qualified independent special counsel to the School District and shall be entitled to rely upon any legal advice provided by the School District attorney or such bond counsel or other qualified independent special counsel in determining whether a filing should be made.
Section 10.   This Resolution shall take effect immediately upon its adoption by the Board of Education of the School District.
4. Adjournment

 

 It is likely that the Board of Education will move to enter into Executive Session immediately upon adjournment of Public Session.