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HomeMy WebLinkAboutRESOLUTIONS - 10181983 - 83-1109 COUNTY OF CONTRA COSTA RESOLUTION NO. 83/1109 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE ISSUANCE AND SALE OF THE CONTRA COSTA COMMUNITY COLLEGE DISTRICT 1983 TAX AND REVENUE ANTICIPATION NOTES WHEREAS, for the purpose of satisfying obligations payable from the General Fund of the Contra Costa Community College District (the "District" ) , the Governing Board of the District has filed with this Board of Supervisors (the "Board" ) of the County of Contra Costa (the "County" ) a resolution requesting the Board to borrow (for and on behalf of the District) not to exceed the aggregate principal sum of Seven Million Dollars ($7, 000, 000) by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State of California in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys by the District for the General Fund of the District during or allocable to Fiscal Year 1983-1984; and WHEREAS, the Governing Board of the District has found and determined that said sum of Seven Million Dollars RESOLUTION NO. 83/1109 t- t 292 ($7,000, 000) , when added to the interest payable thereon, does not exceed eighty-five per cent (85%) of the estimated amount of the uncollected taxes, income, revenue, cash receipts and other moneys to be received by the District for the General Fund of the District during or allocable to Fiscal Year 1983-1984 and which will be available for the payment of said notes and the interest thereon; and WHEREAS, pursuant to Section 53856 of the Government Code of the State of California, certain secured property taxes which will be received by the District for the General Fund of the District during or allocable to Fiscal Year 1983-1984 can be pledged for the payment of said notes and the interest thereon (as hereinafter provided) ; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby resolves as follows: Section 1 . For the purpose of satisfying obligations payable from the General Fund of the District, the Board hereby determines to and shall borrow (for and on behalf of the District) the aggregate principal sum of Seven Million Dollars ($7, 000, 000) by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State of California in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys by the District for the General Fund of the District during or allocable to Fiscal Year 1983-1984, designated the "Contra Costa Community College District 1983 Tax and Revenue 2 RESOLUTION NO . 83/1109 293 Anticipation Notes" (the "Notes" ) . The Notes shall be dated " the date of delivery thereof, shall mature (without option of prior redemption) on September 30, 1984, shall bear interest (payable at maturity and computed on a 30-day month/360-day year basis) as set forth in the Note Purchase Agreement hereinafter in Section 7 referred to, shall be numbered and shall be in the denomination as follows: Note Numbers (inclusive) Denomination 1 - 60 $ 5, 000 61 - 166 25,000 169 - 208 100, 000 Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America at the principal office of Bank of America National Trust and Savings Association in San Francisco, California. Section 2 . The Notes shall be issued without coupons and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. Section 3 . The moneys so borrowed shall be deposited in the General Fund of the District. Section 4. (a) The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which 1 3 294 RESOLUTION N0, 83/1109 are received by the District for the General Fund of the District during or allocable to Fiscal Year 1983-1984. As security for the payment of the principal of and interest on the Notes, the District has pledged certain secured property taxes which are received by the District for the General Fund of the District during or allocable to Fiscal Year 1983-1984 ( as hereinafter provided) , and the principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable therefrom, and to the extent not so paid shall be paid from any taxes, income, revenue, cash receipts and other moneys of the District lawfully available therefor (all as provided in Sections 53856 and 53857 of the Government Code of the State of California) . (b) In order to effect this pledge, the District has agreed to cause to be created and established a special . trust fund, designated the "Contra Costa Community College District 1983 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund" ) , to be held by the Treasurer-Tax Collector of the County acting as the responsible agent to maintain such fund until the payment of the Notes, and the District has agreed to cause to be deposited directly therein an amount equal to the first $2, 800, 000 from the first installment of property taxes attributable to the District on the secured roll which became due and payable on November 1, 1983 and become delinquent after December 10, 1983 and an amount equal to the first $4,200, 000 (together with an amount 4 295 RESOLUTION NO . 83/1109 sufficient to pay the interest to become due on the Notes) from the second installment of property taxes attributable to the District on the secured roll which become due and payable on February 1, 1984 and delinquent after April 10, 1984; provided that if the available pledged secured property taxes are insufficient to have made the foregoing deposits by January 31, 1984 or by May 31, 1984, as the case may be, then any deficiency shall be satisfied by deposits from any taxes, income, revenue, cash receipts and other moneys of the District lawfully available therefor. (C) All moneys on deposit in the Repayment Fund shall be used for the payment of the principal of and interest on the Notes and for no other purpose until the principal of and interest on the Notes have been paid in full or until provision has been made for such payment, except that such moneys may be invested in those legal investments of the District which mature prior to September 30, 1984. The proceeds of any such investments shall be deposited as and when received in the Repayment Fund. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid in full, or provision for such payment has been made, shall be transferred to the General Fund of the District. Section 5 . The Treasurer-Tax Collector of the County or one or more of his deputies is hereby authorized to sign the Notes by manual signature and the Clerk of the Board 5 RESOLUTION NO. 83/1109 296 is hereby authorized to countersign the Notes by facsimile signature, and said Clerk is hereby authorized to affix or cause to be affixed to or printed on the Notes the seal of the County. Section 6. It is hereby covenanted and warranted by the County that the County, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the secured property taxes pledged hereunder in accordance with law and for carrying out the provisions of this resolution and the Notes. Section 7 . The Note Purchase Agreement relating to the Notes, in substantially the form attached hereto as Exhibit B, is hereby approved with such additions, changes or corrections as the Treasurer-Tax Collector of the County may approve upon consultation with the District' s Accounting Officer, and the Treasurer-Tax Collector of the County is hereby authorized to execute such agreement on behalf of the County; and the Official Statement relating to the Notes, in the form on file with this Board, is hereby approved for use in connection with the offering of the Notes. 6 RESOLUTION NO. 83/1109 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 18th day of October, 1983, by the following vote: AYES: Supervisors Powers , Fanden , McPeak, Torlakson, Schroder NOES: None ABSENT: None Ch rman of the Board o Supervisors of Contra Costa County [ Seal ] Attest: J. R. OLSSON, County Clerk , and ex officio ////��"" Clerk of the Board of Supervisors By '/i Ite4e-e. Deputy Clerk of the Board of Supervisors of Contra Costa County 7 RESOLUTION NO. 83/1109 298 EXHIBIT A UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF CONTRA COSTA CONTRA COSTA COMMUNITY COLLEGE DISTRICT 1983 TAX AND REVENUE ANTICIPATION NOTE No. $ FOR VALUE RECEIVED, the Contra Costa Community College District (the "District" ) , the County of Contra Costa, California, acknowledges itself indebted to and , promises to pay to the bearer hereof, on SEPTEMBER 30, 1984 at the principal office of Bank of America National Trust and Savings Association in San Francisco, California, the principal sum of DOLLARS ( $ ) in lawful money of the United States of America, together with interest, thereon at the rate of per cent (_7,,) per annum in like lawful money from the date hereof until payment in full of said principal sum. Both the principal of and interest on this note shall be payable only upon surrender of this note as the same shall fall due; provided, however, that no interest shall be payable for any period after maturity during which the holder hereof fails to properly present this note for payment. A-1 299 It is hereby certified, recited and declared that this note is one of an authorized issue of notes in the aggregate principal amount of Seven Million Dollars ( $7, 000, 000) , all of like date, tenor and effect (except for varying numbers and denominations) , made, executed and given pursuant to and by authority of a resolution of the Governing Board of the District duly passed and adopted on September 15, 1983 and a resolution of the Board of Supervisors of the County of Contra Costa duly passed and adopted on October 18, 1983 under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2 , Title 5, of the Government Code of the State of California, and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this note have existed, happened and been performed in regular and due time, form and manner as required by law, and that this note, together with .all other indebtedness and obligations of the District, does not exceed any limit prescribed by the Constitution or statutes of the State of California. For payment of the principal of and interest on this note and all notes of said authorized issue, the District has pledged certain secured property taxes which are received by the District for the General Fund of the District during or allocable to Fiscal Year 1983-1984 (as provided in, said resolutions) , and the principal of and interest on this A-2 300 I' s note and all notes of said authorized issue shall constitute a first lien and charge thereon and shall be payable therefrom, and to the extent not so paid shall be paid from any taxes, income, revenue, cash receipts and other moneys of the District lawfully available therefor ( as provided in said resolutions) . IN WITNESS WHEREOF, the Board of Supervisors of the County of Contra Costa has caused this note to be executed by the manual signature of the Treasurer-Tax Collector of the County of Contra Costa, and countersigned by the facsimile signature of its Clerk, and has caused its official seal to be affixed hereto this day of 1983 . COUNTY OF CONTRA COSTA By Treasurer-Tax Collector of County of Contra Costa (SEAL) Countersigned: Clerk of the Board of Supervisors A-3 301 EXHIBIT B NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (the "Note Purchase Agreement" ) , dated as of October 18, 1983 and entered into by and between the County of Contra Costa, State of California, a political subdivision of the State of California (the "County" ) , and the Bank of America National Trust and Savings Association, a national banking association (the "Underwriter" ) , for the sale and delivery of $7, 000, 000 principal amount of Contra Costa Community College District 1983 Tax and Revenue Anticipation Notes (the "1983 Notes" ) ; WITNESSETH: WHEREAS, school districts organized and existing under the laws of the State of California are authorized by Sections 53850 et seq. of the Government Code of the State of California (the "Temporary Borrowing Law" ) to borrow money by the issuance of temporary notes; and WHEREAS, pursuant to the Temporary Borrowing Law, such temporary notes shall be issued in the name and on behalf of such school district by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following the receipt of a resolution of the governing board of such school district requesting such borrowing; and WHEREAS, the Governing Board of Contra Costa Community College District (the "District" ) has heretofore adopted its resolution finding that the District needs to borrow funds in Fiscal Year 1983-1984 and requesting the Board of Supervisors (the "Board" ) of the County to authorize the issuance and sale of the 1983 Notes under the Temporary Borrowing Law in the name and on behalf of the District; and WHEREAS, on October 18, 1983 the Board adopted a resolution (the "Resolution" ) authorizing the issuance and sale of the 1983 Notes in the name and on behalf of the District; NOW, THEREFORE, the parties hereto agree as follows: Section 1 . Obligation to Purchase. Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase for offering to the public, and the County hereby agrees to sell the Underwriter on behalf of the District, all (but not less than all) the 1983 Notes as described in the Resolution and the Official Statement 3'0 2 relating to the 1983 Notes, dated October 18, 1983, including the Appendices thereto (the "Official Statement" ) . Section 2 . Purchase Price. The purchase price of the 1983 Notes shall be $ plus accrued interest to the date of delivery thereof. Each 1983 Note shall bear interest at a rate hereafter agreed to by and between the Underwriter and the Treasurer-Tax Collector of the County or, in his absence, his designee, but not in excess of twelve per cent ( 12%) per annum. Section 3 . Delivery of and Payment for the 1983 Notes. The delivery of the 1983 Notes (the Closing" ) shall take place at 10: 00 A.M. San Francisco time on October 25, 1983 , or at such other time as may be mutually agreeable to the County and the Underwriter, at such place as the County and the Underwriter shall mutually agree upon. At the Closing, the County shall deliver the 1983 Notes to the Underwriter in definitive form, duly executed, together with the other documents hereinafter mentioned, against delivery of a check drawn on the Federal Reserve Bank of San Francisco, California to the order of the County (or other immediately available funds) in the amount of the purchase price as set forth in Section 2 hereof. Section 4. The 1983 Notes. The 1983 Notes shall be issued in non-registrable form, without coupons, sixty (60) of which shall be in the denomination of Five Thousand Dollars ( $5, 000) ; one hundred eight ( 108) of which shall be in the denomination of Twenty-Five Thousand Dollars ( $25, 000) ; and the balance of which shall be in the denomination of One Hundred Thousand Dollars ($100, 000) . Section 5. Representations and Warranties of the County. The County represents and warrants to the Underwriter that: , ( 1 ) The County is a political subdivision duly organized and existing under and by virtue of the laws of the State of California and has all necessary power and authority to (i ) adopt the Resolution and (ii ) enter into and perform its obligations under the Note Purchase Agreement, and, when executed and delivered by the respective parties thereto, the Note Purchase Agreement will constitute a legal, valid and binding obligation of the County in accordance with its respective terms. (2) (a) At or prior to the Closing, the County will have taken all action required to be taken by it to authorize the issuance and delivery of the 1983 Notes and the performance of its obligations thereunder, and (b) the County 2 303 has, and at the date of Closing will have, full legal right, power and authority to issue and deliver the 1983 Notes to the Underwriter in the name and on behalf of the District and to perform its obligations as provided herein and therein. (3 ) The issuance of the 1983 Notes, the adoption of the Resolution and the execution and delivery of the Note Purchase Agreement and compliance with the provisions hereof will not conflict with or violate any law, administrative regulation, court decree, resolution, charter, by-laws or other agreement to which the County is subject or by which it is bound. (4) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the County required for the issuance and sale of the 1983 Notes or the consummation by the County of the other transactions contemplated by the Note Purchase Agreement. (5) The 1983 Notes, together with interest thereon, are payable from (a) the first $2 , 800, 000 of the first installment of property taxes attributable to the District on the secured roll which became due and payable on November 1, 1983 and become delinquent after December 10, 1983 and (b) the first $4,200, 000 (together with an amount sufficient to pay interest on the 1983 Notes at maturity) of the second installment of property taxes attributable to the District on the secured roll which become due and payable on February 1, 1984 and delinquent after April 10, 1984. (6) A copy of the Resolution has been delivered to the Underwriter, and the Resolution will not be amended without the consent of the Underwriter, which consent will not be unreasonably withheld. (7) To the best knowledge of the County, there is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the County to restrain or enjoin the sale, issuance or delivery of the 1983 Notes, or in any way contesting or affecting the validity of the Note Purchase Agreement, the Resolution or the 1983 Notes or the payment of the 1983 Notes or contesting the powers of the County to enter into or perform its obligations under any of the foregoing. (8) The information under the captions "The District" , "District Financial Information" and "Litigation" 3 304 contained in the Official Statement is true and correct in all material respects and such information does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (9) The County agrees to cooperate with the Underwriter in endeavoring to qualify the 1983 Notes for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may request; provided, however, that the County will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. Section 6. Conditions Precedent to the Closing. Conditions precedent '-to the Closing are as follows: ( 1) The execution and delivery of the 1983 Notes consistent with the Resolution, in form and substance acceptable to Orrick, Herrington & Sutcliffe, A Professional Corporation ( "Bond Counsel" ) . (2 ) A legal opinion, dated the date of Closing, of Bond Counsel with respect to the validity and tax-exempt status of the 1983 Notes in form and substance acceptable to the Underwriter and its counsel . (3 ) A certificate of appropriate District officials, dated the date of Closing, to the effect that they have reviewed the Official Statement and on - such basis certify that the Official Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in form and substance acceptable to Bond Counsel and the Underwriter or its counsel . (4) Such other certificates, instruments or opinions as Bond Counsel may deem necessary or desirable to evidence the due authorization, execution and delivery of documents pertaining to this transaction and the legal, valid and binding nature thereof, as well as compliance of all parties with the terms and conditions hereof. Section 7 . Events Permitting the Underwriter to Terminate. The Underwriter may terminate its obligation to purchase the 1983 Notes at any time before the Closing if any of the following occurs: 4 305 ( a) Any legislative, executive or regulatory action or any court decision which, in the judgment of the Underwriter, casts sufficient doubt on the legality of or the tax-exempt status of interest on obligations such as the 1983 Notes so as materially to impair the marketability or to materially reduce the market price of such obligations; (b) Any action by the Securities and Exchange Commission or a court which would require registration of the 1983 Notes or any instrument securing the 1983 Notes under the Securities Act of 1933, as amended, in connection with the public offering thereof, or qualification of the Resolution under the Trust Indenture Act of 1939, as amended; (c ) Any restriction on trading in securities, or any banking moratorium, or the inception or escalation of any war or major military hostilities which, in the judgment of the Underwriter, substantially impairs the ability of the Underwriter to market the 1983 Notes; or (d) Any event or condition which, in the judgment of the Underwriter, renders untrue or incorrect, in any material respect as of the time to which the same purports to relate, the information, including the financial statements, contained in the Official Statement, or which requires that information not contained in the Official Statement should be reflected therein in order to make the statements and information contained therein not misleading in any material respect as of such time. Section 8. Fees and Expenses. The Underwriter shall pay all the costs and expenses incurred in connection with this financing, including advertising and selling expenses, the cost of printing or reproducing the Official Statement and the 1983 Notes and rating agency fees, and any other related expense. Section 9 . Notices. Any notices to be given to the Underwriter under the Note Purchase Agreement shall be given in writing to the Bank of America National Trust and Savings Association, Public Finance Department, at P.O. Box 37003, San Francisco, California 94137, Attn: Mr. Arnold F. Mazotti . Any notices to be given to the County shall be given in writing to the County at the office . of the Contra Costa County Treasurer-Tax Collector, 625 Court Street, Martinez, California, 94553, Attn: Treasurer-Tax Collector. Any notices to be given to the District shall be given in writing to the District at 500 Court Street, Martinez, California 94553 , Attn: Mr. Dale B. Fink. 5 306 Section 10. No Assignment. The Note Purchase Agreement has been made by the County and the Underwriter, and no person other than the County and the Underwriter or their successors or assigns shall acquire or have any right under or by virtue of the Note Purchase Agreement. All of the representations, warranties and agreements contained in the Note Purchase Agreement shall survive the delivery of and payment by the Underwriter for the 1983 Notes and any termination of the Note Purchase Agreement. Section 11 . Applicable Law. The Note Purchase Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. Section 12 . Effectiveness . The Note Purchase Agreement shall become effective upon the execution of the acceptance hereof by the County and shall be valid and enforceable from and after the time of such effectiveness. Section 13 . Severability. In the event any provision of the Note Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By COUNTY OF CONTRA COSTA By Treasurer-Tax Collector 6 307