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HomeMy WebLinkAboutMINUTES - 08171999 - C196 RESOLUTION OF THE BOARD OF SUPERVISORS CONTRA COSTA COLTN. ', CALtIFORNLA RESOLUTION NO. 99/ RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE ISSUANCE AND SALE OF TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1999/2000 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $25,000,000 AND AUTHORIZING PROCEEDINGS RELATING TO THE ISSUANCE AND SALE OF SUCH NOTES On motion of Supervisor Ewlkema duly seconded and carried, the following resolution was adopted. RESOLVED, by the Board of Supervisors of Contra Costa County, California, as fol<ows: WHEREAS, pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4 of Dart 1 of Division 2 of Title S of the California Government Code (the "Law"), a school district organized and existing ander the laws of the State of California is authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which such school district is authorized to spend moneys;and WHEREAS, pursuant to the Law, such rotes are required to be issued in the name 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 receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board cf Education of the West Contra Costa Unified School District (the "District") has heretofore adopted its Resolution on August 4, 1999 Etre "District Resolution) finding and deterrr *ging that it is desirable that the District borrow funds in an amount not to exceed $25,000,000 with respect to the fiscal year 1.999/2000 for authorized purposes of the District, and requesting that the Board of Supervisors :the "Board") of the County of Contra Costa (the "County") for that purpose authorize the sale and issuance of tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed. $25,000,000 under and pursuant to the previsions of the Law; and WHEREAS, pursuant to the District Resolution, the District has approved proceedings for the sale of such notes and has approved the form of an official statement (the "Official Statement") relating to the offering and sale of such notes for the District; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: ,Section I. f= aJ;Tr and_C�. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Al2 rr�sval f. ues1 of District. The Board hereby approves the request of the District for the Board of Supervisors to issue notes in its name. Section 3. A_1,,11horizatiQn and Terms-.Qf Note Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to fiscal year 1999/2000, and not pursuant to any common plan of f nancing, the Board hereby determines to and shall borrow the aggregate principal surn of not to exceed. Twenty-Five Million Dollars ($25,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated the "West Contra Costa Urdfied School District (Contra Costa County, California) 1999/2000 Tax and Revenue Anticipation Notes" (the "Notes"'). The Dotes shall be dated as of their date of issuance. The Notes shall mature and shall bear interest from their date, payable at maturity and :ornpu ted on a 30-day mt onth/360-day year basis, at the rate of interest to be set forth upon the sale of the Dotes pursuant to Section 14 hereof. Both the principal of and interest on the Dotes shall be payable in lawful money of the United States of America, as described below. Section 4. Form of Notes; Qk-Entry System. The Dotes shall be issued in f: y registered form,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. The Dotes shall be numbered from 1 consecutively upward, shall be in the denomination of$5,000 each or any integral multiple thereof. "CI..,'SIP" identification numbers shall be unprinted on the Notes,but such numbers shall not constitute a part of the contract evidenced by the Dotes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Dotes. In addition, failure on the part of the Board or the District to use such Cl SIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the District's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Dotes shall be The Depository Trust Company, New York, New fork ("DTC:"), and the Dotes shall be registered in the name of Crede & Co., as nominee for ITC. The Dotes shall be initially executed and delivered in the form, of a single fully registered Note in the full aggregate principal amount of the Notes. The Board and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and neither the Board nor the District shall be affected by any notice to the contrary. Neither the Board nor. the District shall have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the Board or the District as being an o.,rner, with respect to the accuracy or adequacy of any records maintained by DTC or any Participant or the payment by ITC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The District shall pay all principal and interest with respect to the Notes only to DTC,and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Notes to the extent of the sumo or sums so paid. Except under the conditions noted below, no person other than DTC; shall receive a Dote. Upon delivery by ITC to the Board of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede&Co., the term "Crede&Co." in this Resolution shall refer to such, new nominee of DTC. If the Board and the District determine that it is in the best interest of the beneficial owners that they be able to obtain Dotes and deliver a written certificate to DTC to that effect, D'E'C shall notify the Participants of the availability through DTC of Notes. In such event, the Board shall issue, transfer and exchange Notes as requested by ITC and any rather owners in -2- appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and the District and discharging its responsibilities writh respect thereto under applicable law, Lander such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver motes as described in this Resolution. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any ITC participant having Dotes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Votes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede &Co., as nominee of DTC, all payments with respect to the principal and interest synth respect to such Note and all Notices with respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Dotes. Section 5. €..ise of proceeds. The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds fund to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District,including,but not limited to, current expenses, capital expenditures aind the discharge of any obligation or indebtedness of the District. Moneys in such proceeds fund shall, to the greatest: extent possible, be invested by the Treasurer-Tax Collector of the County (the "'Treasurer-Tax Collector"), or such other appropriate investment officer of the County, directly in investments, or through an investment agreement,as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements, as the Treasurer-'Tax Collector or such other appropriate investment officer of the County shall establish. Section 6. S2cte. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenues and other moneys which are received by the District for the general fund of the District for the fiscal year 1999/2000. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District, hereby pledges the first "unrestricted moneys",as hereinafter defined, (a)in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in Tanuary, 20100, (b) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in may, 2000, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in June,2000 (the "fledged revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be pain from the Pledged Revenues. To the extent not so paid from the pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor, In the event that there are insufficient unrestricted moneys received by the Distract to permit the deposit in the Repayment Bund, as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made nap from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes,income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and Cather obligations of the District. Section 7. F_�a, r went. The Treasurer-Tax Collector is hereby appointed to act as the paying agent of the District (the "Paying Agent") for the purpose of paying to the registered -3- owners of the Notes both the principal of and interest on the Notes at maturity and to perform such other duties and powers of the Paying Agent as are prescribed in this Resolution, ' Section 8. Rapayment ElInd. There is hereby created a special fund to be held on behalf of the District by the Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the "Afest Contra Costa Unified School District 1999/2008 —lax and Revenue Anticipation Notes Repayment Fund" (the -"Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes,and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity wilt th interest to maturity,the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund shall periodically be transferred to the general ftmd of the District. All Pledged Revenues shall, during the months in which received, be deposited into the Repayment Fund. On the maturity date of the Notes, the Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal and interest on the Notes at maturity and,to the extent said moneys are insufficient therefor,an amount of moneys frorn the District's general fund which will enable payment of the full principal of and interest on the Notes at maturity, Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's general fund. Section 9. De. osit and lnyeatmnt of R=&=ent E m. . All moneys held on behalf of the District in. the Repayment Fund,if not invested,-shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations whdch are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys iii the Repayment Fund shall, to the greatest extent possible, be invested by the Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in, investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 10. Execution of..NQIjva. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the Treasurer-Tax Collector or one or more of his duly authorized deputies and the manual or facsimile counter-signature of the Clerk of the Board of Supervisors (although at least one of such signatures shall be manual) with the seal of the Board impressed thereon,and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 11. Transfer and -achange of N-Qtes. Any Note may, in accordance with its terms,but offly if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants,be transferred,upon the books required to be kept pursuant to the provisions of Section 12 hereof,by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer-Tax Collector,accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-Tax Collector,duly executed. Whenever any Note or Notes shall be -4- surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes, for lice aggregate principal amount. Dotes may be exchanged at the office of the Treasurer-Tax Collector for a like aggregate principal amount of Notes of authorized denominations and of the same mah.,rity. Section 12. Tote Regiiter. The Treasurer-Tax Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and,in such case, the Treasurer-Tax Collector shall. register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. VvTt le the `cook entry only system is in effect,such books need not be kept as the Notes w-M be represented by one Note registered in the name of Cede&Co.,as norninee for DTC. Section 13. Covenants and h�drranties. Based on the representations and covenants of the District, it is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct, and that the Board has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found,as a result of such review,and hereby finds and determines that all acts, conditions and things required by law to exist, happen, and be performed precedent to and in the issuance of the Notes have existed., happened and been performed in due time, form and manner as required by law,and the Board is duly authorized to issue the Notes in the name of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and the District and their 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 prompt collection and enforcement of the taxes,revenue,cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. .Section 14. Sale of Notes. Vogel Lopez & Associates, Inc., as financial advisor to the District, on behalf of the District and the Board, is authorized. to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Votes, so long as the net interest cost to the District does not exceed six percent (6%) per annum. The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board., at the time of sale of the Dotes to such purchaser. The Treasurer-Tax Collector is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the Board,by notice to the successful bidder. The Treasurer- Tax Collector is hereby authorized to execute a Note purchase agreement or other document Lia connection with such award. The District's financial advisor is hereby delegated the responsibility of negotiating, receiving, opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the Treasurer-Tax Collector. Section 15, Qfficial Statemient. The District has, in the District Resolution, approved and deemed nearly final within the meaning of Rule 1c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Notes, in the fora, on file with the Secretary. The Beard hereby authorizes the District's financial advisor and the purchaser of the Notes to distribute said Official Statement in connection with the sale of the Nates. Section 16. Preparation of Notes. Jones Hall, A Professional Law Corporation, and Harrison, Taylor & Bazile, as co-bond counsel to the District, are directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Dotes, and to procure their -5- execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon, the receipt of the purchase price by the Treasurer-Tax Collector on behalf of the District. Section 17. Et?rther_A,p rov&. The Treasurer-Tax Collector, the Clerk of the Board, and any officer of the Board or the County,is further authorized and directed to make, execute and deliver to the purchaser of the Notes: (a) a certificate attesting to the use of the proceeds of the Notes, the investment thereof, and any other matters relating to the exclusion of the interest or; the ':Votes from gross income for federal income taxation purposes pursuant to applicable federal tax law; (b) a certificate certifying to the due execution of the Notes; (c, a receipt evidencing the payment of the purchase price of the Notes, which receipt shall be conclusive evidence that said purchase price has been paid and has been received by the County on behalf of the District; and (dt such other certifications and documentation as may be rewired in connection with the sale and issuance of the Notes. The purchaser of the ?Votes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or other document with, respect to the Notes executed pursuant to the authority of this Resolution. Section 18. LjM�ted Liability. Notwithstanding anything to the contrary contained herein, in the dotes or in any other document mentioned herein, neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection: v,71th the transactions contemplated hereby and the Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof. Section 1.9. Effectiveness of resolution. This Resolution shall take effect from and after its passage and adoption. I hereby certify that the foregoing is a true and correct copy of a resolution adopted by the Board of Supervisors of Contra Costa County at a regular meeting held on August 1999, by the following vote: AYES: Supervisors Gioia, Uiikema, Gerber, DeSaulnier and Ganciarrd ll.a NOES: None ABSENT.: gone S ABSTAIN: 'None By w Chat-man [SEALS x Attest: August 17, 1999 By Clerk of the Board of Supervisors 6- EXHIBIT A BOARD OF SUPERVISORS OF CO.\-iPA COSTA, CALIFORNIA IN T1-:E NAME OF'FHE WEST CONTRA COSTA UINTIFIED SCHOOL DISTRICT (CONTRA COSTA COUNTY, CALIFORNIA) 1999/2000 TAX AND REVENUE ANTICIPATION NOTE RATE OF INTEREST: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP: August 2000 August ®, 1999 REGISTERED OWNER: PREN,C I PAL AM OUN7: The WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT, a unified school district organized and existing under the laws of the State of California (the "District"), for value received,hereby promises to pay (but only out of the Pledged Revenues and -other moneys and securities hereinafter referred to) to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the Maturity Date identified above, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Rate of Interest identified above in like money from the Original Issue Date identified above. The Principal Amount hereof and interest hereon are payable by check of the Treasurer- Tax Collector of the County of Contra Costa, as Paying Agent (the "Paying Agent"), mailed by first class mail or, the Maturity Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the Registration Books of the Paying Agent as of the fifteenth calendar day of the month preceding such Maturity Date. This Note is one of an authorized issue of Notes in the aggregate principal amount of Dollars ($ ), all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors (the "Board") of the County of Contra Costa (the "County") duly passed and adopted or, August 1999 (the "Resolution"),and pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4, Part Division 2, "Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of thds Note exist, have happened and have been performed in regular and due time, form and manner as required by law, and that this Note, together with all offier indebtedness and obligations of the District, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the County on behaff of the District for Repayment Fund of the District (as defined in the Resolution) for the fiscal year 1999/2000. As security for the payment of the principal of and interest on. the Notes, the Board, in the name of the District, has pledged the first "unrestricted moneys", as hereinafter defined, (a) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 2000, (b) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in May, 2000, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in June, 2000 (such pledged A-1 amounts being hereinafter called the "Pledged Revenues"). 71"Ine prLncipal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. The term "'unrestricted moneys49 shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. The Notes are issuable as fully registered Notes without coupons in denominations of 5,€00 or any integral multiple thereof. Subject to the limitations and upon payment of the charges,if any,provided in the Resolution,Notes may be exchanged at the office of the Paying Agent for a like aggregate principal amount and maturity of Notes of other authorized denominations, This Note is transferable by the Registered Owner hereof, in person or by his attorney duv authorized in writing, at the office of the Paying Agent, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and uprm surrender and cancellation of this Note. Upon such transfer a new Note or Notes, of authorized denomination or denominations,for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The County, the District and the Paying Agent may treat the Registered. Owner hereof as the absolute owner hereof for all purposes, and the County, the District and the Paying Agent shall not be affected by any notice to the contrary. The Votes are not subject to redemption prior to maturity. Unless this Note is presented by an authorized representative of The Depository Trust Company to tine Board or the Paying Agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede &Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE DR OTHERWISE BY OR T€`1 ANY PERSON IS WRONGFUT since the registered owner l;ereof, Cede&Co.,has an interest herein. IN WITNESS WHEREOF, the Board of Supervisors of the County of Contra Costa, California has caused this Note to be issued in the name of the District and to be executed by the manual signature of the Treasurer-Tax Collector and countersigned by the facsimile sipiature of the Clerk of the Board, all as of the Original Issue Date stated above. BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA By - Treasurer-Tax Collector (SEAI,f Countersigned: By. Clem of the Board A-2 FORM OF ASSIGNMENT For value received the undersigned do(es)hereby sell,assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within registered Note and hereby irrevocably constitutes) and appoint(s) attorney, to transfer the same on the Registration Boobs of the Paying Agent with full poorer of substitution in the premises. Dated: Sika-ure Guaranteed: Note: Signature(s)esus;be guaranteed by an eligible guarantor Note: The signature(s)on this Assignment m++s: correspond ins tution. wrath d+e naene(s)as written on the face of the within Note in every parrcuiar, without alteration or enlargement or any change whatsoever. A-✓ FEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 1108 Bissell Avenue Richmond, California 94801-3135 Office of Superintendent of Schools ITER REQUIRING ATTENTION----BOARD OF EDUCATION CATION To the Superintendent of Schools: Date: July 27, 1999 �a.bye Resolution No. 31-9900 Requesting the Board of Supervise-rs of Contra Costa County to :slue Tax and Revenue Anticipation Notes in the Name of the Vest Centra Costa Unified School District for Fiscal Year 1999/00 in the Principal Amount of Not to Exceed $25,000,000 and Authorizing Proceedings Relating to the Issuance and Sale of Such `rotes Staff Analvss: Tax and Revenue Anticipation Nates (TRANS) are short-term, tax-exempt securities which are issued by pudic agencies to provide adequate funds for expenditures during months of projected cash flow shortages, and which are reinvested during the high cash flow months. TRANs proceeds will range from 15 to 25 million depending on projected cash flow needs for 1999-00, and may bring in net interest earnings from $200 A $400,000. Staff recommends approval of this resolution. a Submitted by "Title: Assoc. Su ermtenddent Fiscal Services To the Board of Education: Meeting: August 4, 1999 Recommend approval. Z 8.8 Agenda placement Su tendent of Schools DISI'C I" ON BY BOARD OF EDUCATION Motion by: Seconded by: / 4 - - Approved Not Approved Tabled BOARD OF EDUCATION WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT RESOLUTION NO, 31-9900 A RESOLUTION OF THE BOARD OF EDUCATION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1999-00 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $25,000,000 AND AUTHORIZING PROCEEDINGS RELATING TO THE ISSUANCE AND SALE OF SUCH NOTES August 4, 1999 RESOLVED, by the Board of Education of the West Contra Costa Unified School District (the "District"'), as follows: WHEREAS, school districts organized and existing under the laws of the State of Calffornia are authorized by Article 7.6 (com-niencing with Section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law") to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; and WHEREAS, pursuant to the Law, such notes shall be issued in the name 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 receipt of a resolution of the governing board of such district request-ing such borrowing; and WHEREAS, the District has determined that it is desirable that the District borrow funds in an a-mottrit not to exceed $25,000,000 with respect to fiscal year 1999-00 for authorized purposes of the DL-trict; and WHEREAS, the District approves of ffie issuance of notes under the Law and wishes to take formal action at this time authorizing the proceedings for the issuance and sale thereof;- NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Etji;,test. The Board of Supervisors of Contra Costa County (the "Counry") is hereby requested to issue tax and revenue anticipation notes in the name of the District in the prmcipal amount of not to exceed $25,000,000 (drie "Notes"), under and pursuant to the provisions of the Law. Section 2, Limitation ori-Maximum Amount. The principal amount of Notes, when added to the interest payable thereon, shall not exceed eighty-five percent (855%) of the estimated amount of the uncollected taxes, revenue and other moneys of the District for the general fund of Lie District attributable to fiscal year 1999-00, and available for the payment of the Notes and the interest thereon. Section 3. kkdze. The No-Les shall be general obligations of the District and shall be secured by a Pledge of and first lien and charge against the first "unrestricted moneys", as hereinafter defined, (a) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in Janeaary, 2000, (b) in an amount equal to fifty percent(50%) of the principal amount of the Notes to be -received by the County or..behalf of the District in May, 2MO, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in June, 2000 (the "Pledged Revenues"). To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund (as hereinafter defined) of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the District and. which are generally available for the payment of current expenses and other obligations of the District. Section 4. Approval of Issuance Resolution. The Notes steal' be issued pursuant to a resolution (the "Issuance Resolution") to be adopted by the Board of Supervisors of the County in substantially the form on file with the Clerk of the Board. The Board hereby approves the Issuance Resolution. All of the terms and provisions of the Issuance Resolution are incorporated herein by reference. Sectio: 5. Official Statem- e-nt, The Board hereby approves, and deerris; final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, the Preliminary Official Statement describing the Notes in the form on file with the Clerk of the Board together with any additions thereto or changes therein approved by the Superintendent, whose execution thereof shall be conclusive evidence of such approval. The purchaser of the -Notes is hereby authorized to distribute the Official Statement in connection with the sale of the Notes. The Superintendent is hereby authorized and directed to (a) execute and deliver to the purchaser of the Notes a certificate deeming the preliminary Official Statement to be nearly final prior to the distribution thereof, (b) approve any changes in or additions to cause such Official Statement to be put in final form, and (c) execute said final Official Statement for and in the name and on behalf of the District. Sect,xn 6. Sale of Notes. The District's financial advisor,Vogel Lopez and Associates, Inc., on behalf of the District and the Board, is authorized and directed to cause the Preliminary Official Statement to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale. The District's financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest- cost to the District does not exceed six percent (6%) per annum. The definitive principal amount of';Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser thereof. Section 7. Tax Covenants. , (a) Private Activity Bond Lim The District shall assure that the proceeds of the Notes are not so used as to cause the Notes to satisfy the private business test of Section 1141(b) the Internal Revenue Code of 1986 as in effect on the date of issuance of the Notes or as it may be amended to apply to obligations issued on the date of issuance of the Notes, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under said Code (the "Tax Code"). Tie District shall further assure that the proceeds of the Notes are not so used as to cause the Notes to satisfy 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 Notes to be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code 2 (c) Rebate Requirement. The District shall take any and all actions necessary to assure com—oliance with Section 148(f) of the Tax Code, relating to the rebate of excess investment earrings, if any, to the federal government, to the extent that such Section is applicable to the Dotes. (d) No Arbitrate. The District shall not tape, or permit or suffer to be taken any action with respect to the proceeds of the Notes which, if such action had been reasonably expected to have been taker}, or had been deliberately and intentionally taken, on the date of issuance of the Notes would have caused the bates to be "arbitrage bonds" within the meaning of Section 148 of the Tax Code. (e) Maintenance of Tax-Fxem t�io . The District shall take all actions necessary to assure the exclusion of interest on the Notes from the gross income of the registered owners of the Notes to the game extent as such interest is permitted to be excluded from grass income under the Tax Code as in effect on the date of issuance of the Notes. 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 Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the District to con-ply with the Continuing Disclosure Certificate shall not be considered an event of default; however, any holder or beneficial owner of the Motes may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. For purposes of this Section P, the term "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Notes, as originally executed and as it may be amended from time to time in accordance with the terms thereof. For purposes of this Section 8, the tern "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing (Disclosure Certificate. Section 9. No Temporary Transfers. it is hereby covenanted arid warranted by the District pursuant to Article XVz, Section 6 of the Constitution of the State of California that it will not request the Treasurer-Tax Collector of the County to make temporary transfers of funds it the custody of the Treasurer-'Pax Collector to meet any obligations of the District during the 1.999-00 fiscal year. Section 10. Pnat ement of Professional Services. The Board hereby approves the engagement of the services of Vogel Lopez & Associates, Inc., to act as financial advisor to the District in connection with the issuance and sale of the Notes, and the services of Jones Hall, A Professional Law Corporation, to act as bond counsel to the District in correction with the issuance and sale of the Notes. Payment of the fees and expenses of said firms shall be contingent upon the successful sale and issuance of the Dotes. The Superintendent is hereby authorized and directed to execute the respective agreements with said firrws in the forms on file with the Clerk of the Board, in the name of the District. Section 11. Further_Aut'norization. All actions heretofore taken by the officers and agents of the District with respect to the sale and issuance of the Notes are hereby approved, and the Superintendent, the Associate Superintendent, Business Services, the Secretary of the Board and any 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 tape 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 Notes it accordance with the Issuance Resolution and this Resolution.. Whenever in this Resolution any officer of the District is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken or.behalf of such officer by any person designated by such officer to act on his or her behalf it the case such officer shall be absent or unavailable. 3 Section 12. Indemnification. The District shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees (the "Indemnified Parties"), against any and all lasses, claims, damages or liabilities,joint or several, to which such Indemnified Parties may become subject, because of action or inaction related to the Notes. The District shall also reimburse the Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. "Section 13. Effective Date. This resolution shall tape effect from and after its adoption. PASSED AND ADOPTED on August 4, 1999, at a regular meeting of the Board of Ed .cation by the following vote: AYES: r — NOES: o ABSENT: 0 ABSTAIN: 0 GloriaE. Johnston S ary, Board of Ed .cation. 4 Certification I hereby certify that the foregoing resolution was duly adopted at a meeting: of the Board of Education of West Contra Costs Unified School District held on the 4th day of .August, 1999. West Contra Costa Unified School District Dr. Gl ori . Johnston Sup ntendent 5