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HomeMy WebLinkAboutMINUTES - 10091984 - 1.42 %. Y2- BOARD zBOARD OF SUPERVISORS COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION NO. 84/611 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1984-1985 AND THE ISSUANCE AND SALE OF 1984 TAX AND REVENUE ANTICIPATION NOTES FOR THE CONTRA COSTA COMMUNITY COLLEGE DISTRICT WHEREAS, pursuant to Section 53850 to 53858, both inclusive, of the Government Code of the State of California (herein called the "Code" ) (being Article 7 . 6, Chapter 4, Part 1, Division 2, Title 5 of said Code) , the Governing Board of Contra Costa Community College District (herein called the "District" ) has filed with this Board of Supervisors (herein called the "Board" ) a resolution requesting that the Board borrow money for the District by the authorization, issuance and sale of Seven Million Five Hundred Thousand Dollars ($7, 500, 000) principal amount of 1984 Tax and Revenue Anticipation Notes of the District in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by the District for the general fund of the District during or attributable to Fiscal Year 1984-1985; and WHEREAS, the County intends to borrow, for and in the name of the District for the purposes set forth above, 00113 Seven Million Five Hundred Thousand Dollars ($7, 500, 000) by the issuance of Notes, as hereinafter defined; and WHEREAS, the Governing Board of the District has found a.nd determined that said sum of Seven Million Five Hundred Thousand Dollars ($7, 500, 000) , when added to the interest payable thereon, does not exceed eighty-five percent (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 attributable to Fiscal Year 1984-1985 and available for the payment of the principal of and the interest on said Notes; and WHEREAS, pursuant to Section 53856 of the Code, certain moneys which will be received by the District for the general fund of the District during or attributable to Fiscal Year 1984-1985 can be pledged for the payment of the principal of said Notes and the interest thereon (as hereinafter provided) ; and WHEREAS, Bank of America National Trust and Savings Association (herein called the "Underwriter" ) intends to submit an offer to purchase said Notes and has submitted a form of Note Purchase Agreement (herein called the "Purchase Agreement" ) to the Board, which form has been approved by the District; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby resolves as follows: 2 00114 I Section 1 . All the above recitals are true and correct and this Board so finds, determines and represents. Section 2 . Solely for the purpose of anticipating taxes, -income, revenue, cash receipts and other moneys to be received by the District for the general fund of the District during or attributable to Fiscal Year 1984-1985, and not pursuant to any common plan of financing, the County hereby determines to and shall issue ( for and on behalf of the District) Seven Million Five Hundred Thousand Dollars ($7, 500, 000) principal amount of temporary notes under Sections 53850 et seq. of the Code, designated "Contra Costa Community College District 1984 Tax and Revenue Anticipation Notes" (herein called the "Notes" ) , to be numbered from one consecutively upward in order of issuance, to be in the denomination of $5, 000, $10, 000, $25, 000 or $100,000, or any combination thereof, as provided in the Purchase Agreement, to be dated their date of delivery, to mature (without option of prior redemption) on September 30, 1985, and to bear interest, payable at maturity and computed upon the basis of a 360-day year, consisting of twelve 30-day months at a rate not to exceed 12% per annum as determined by the Treasurer-Tax Collector of the County (herein called the "County Treasuer" ) , with the approval of the Acting Chancellor of the District, in accordance with the Purchase Agreement. Both the principal of and interest on the Notes shall be payable, but only upon surrender thereof, in lawful 3 00115 RE,, s.UTION NO. 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 3 . 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 or figures. Section 4. The moneys so borrowed shall be deposited in the general fund of the District. Section 5 . (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 are received by the District for the general fund of the District during or attributable to Fiscal Year 1984-1985 and which are available for payment thereof. As security for the payment of the principal of and interest on the Notes, the County (for and on behalf of the District) hereby pledges certain secured property taxes (as hereinafter provided) which are received by. the District for the general fund of the District during or attributable to Fiscal Year 1984-1985, and the principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the first moneys received by the District from such pledged secured property taxes, and, to the extent not so paid, shall be paid from any other taxes, income, revenue, 4 006 cash receipts and other moneys of the District lawfully available therefor ( all as provided for in Sections 53856 and 53857 of the Government Code) . In order to effect this pledge,- the County agrees to cause to be created and established a special fund, designated the "Contra Costa Community College District 1984 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund" ) , which fund will be held by the County Treasurer, acting as the responsible agent to maintain such fund until the payment of the principal of the Notes and the interest thereon, and the County agrees to cause to be deposited directly therein the first Three Million Dollars ( $3, 000, 000) of the first installment of secured property taxes to be received by the District which become due and payable on November 1, 1984 and become delinquent after December 10, 1984, and the first Four Million Five Hundred Thousand Dollars ( $4, 500, 000) , together with an amount sufficient to pay the interest on the Notes, of the second installment of secured property taxes to be received by the District which become due and payable on February 1, 1985 and become delinquent after April 10, 1985 ( such pledged amounts being hereinafter called the "Pledged Revenues" ) . In the event that there are insufficient secured property taxes received by the District to permit the deposit into the Repayment Fund, of the full amount of the Pledged Revenues to be deposited, by March 29, 1985 and April 30, 1985, respectively, then the amount of any deficiency shall 5 001 be satisfied and made up on such dates from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. (B) Any moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and until the principal of the Notes and all interest thereon are paid or until provision has been made for the payment of the principal of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (C) From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund. On September 30, 1985 the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes. Any moneys remaining in or accruing to the Repayment Fund after the principal of the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the general fund of the District. (D) Moneys in the Repayment Fund, to the greatest extent possible, shall be invested by the County Treasurer, as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time; provided that no such investments shall have a maturity date later than the maturity date of the Notes. 6 00.118 Section 6. The County Treasurer or one or more deputies to the County Treasurer are hereby authorized to manually execute the Notes and the Clerk of this Board and County .Administrator is hereby authorized to countersign the Notes by facsimile signature . The Clerk of this Board and County Administrator is hereby authorized to affix the seal of the County to the Notes either manually or by facsimile impression thereof. The County Treasurer is hereby authorized to cause the blank spaces of the Notes to be filled in as may be appropriate. Section 7 . It is hereby covenanted 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 Pledged Revenues in accordance with law for carrying out the provisions of this Resolution and the Notes. Section 8. All the Notes shall be sold to the Underwriter in accordance with the terms of the Purchase Agreement in substantially the form presented to this meeting and by reference incorporated herein (as shall be finally approved by the County Treasurer as hereinbelow provided) . Section 9 . The 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 County Treasurer may approve upon 7 0®119 consultation with the Acting Chancellor of the District, and the County Treasurer is hereby authorized to execute the Purchase Contract. Section 10. The distribution of the Official Statement in connection with the offering and sale of the Notes, dated October 9, 1984, in substantially the form presented to this meeting with such additions, changes or corrections as the County Treasurer may approve upon consultation with the Acting Chancellor of the District is hereby approved. Section 11 . The County Treasurer and the Clerk of this Board of Supervisors and County Administrator are hereby authorized and directed to execute and deliver the Notes to the Underwriter, pursuant to the terms and conditions of the Purchase Agreement. All actions heretofore taken by the officers and agents of the County or this Board with respect to this sale and issuance of the Notes are hereby approved, confirmed and ratified and the officers and agents of the County and this Board are hereby authorized and directed, for and in the name and on behalf of the County, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to 8 consummate the lawful issuance and delivery of the Notes in accordance with this resolution. PASSED AND ADOPTED this 9th day of October, 1984, by the -following vote: AYES: Punervisor. s powers , Schroder , Torlakson NOES : ;None. ABSENT: Supervisors ?/TcPealr , Fanden. x Z'W Chairman of the Board of Supervisors ATTEST: Phil Batchelor Clerk of the Board of Supervisors and Cont Administrator By Deputy 9 0a121 CLERK' S CERTIFICATE I , Phil Batchelor Clerk of the Board of Supervisors of the County of Contra Costa, California, do hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and legally held at the regular meeting place thereof on the 9th day of October, 1984, of which meeting all of the members of said Board of Supervisors had due notice and at which 4 members thereof were present; that at said meeting said Resolution was introduced by Supervisor Torlaksor_ and was thereupon, upon motion of Supervisor Powers , seconded by Supervisor Schroder adopted by the following vote: AYES: qurervisors PoT,,ers , Schroder , Torlakson . NOES: None . ABSENT: Supervisors McPeak, Fanden That I have carefully compared the same with the original minutes of said meeting on file and of record in my office and that said Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes. That said Resolution has not been amended, modified or rescinded since the date of its adoption and the same in now in full force and effect. 002 WITNESS my hand and seal of the Board of Supervisors of the County of Contra Costa, State of 0 California, this day of October, 1984. (SEAL) PHIL BATCHELOR Clerk of the Board of Supervisors and County Administrator of the County of Contra Costa By((-' 141'aA�i� Deputy 2 0012 3 WITNESS my hand and seal of the Board of Supervisors of the County of Contra Costa, State of 9th California, this day of October, 1984. ( SEAL) — Clerk of the Board of Supervisors of the County of Contra Costa 00124 2 040009-0021-022-4132f 09/27/84 EXHIBIT A CONTRA COSTA COMMUNITY COLLEGE DISTRICT 1984 TAX AND REVENUE ANTICIPATION NOTE No. FOR VALUE RECEIVED, the Contra Costa Community College District (the "District" ) , County of Contra Costa, California, acknowledges itself indebted to and promises to pay to the holder hereof, 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, on September 30, 1985, together with interest thereon at the rate of PER CENT (_%) per annum, upon the basis of a 360-day year, consisting of twelve 30-day months, 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, no interest shall be payable for any 00125' period after maturity during which the holder hereof fails to properly present this Note for payment. . It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes entitled, "Contra Costa Community College District 1984 Tax and Revenue Anticipation Notes" (the "Notes" ) , in the aggregate principal amount of Seven Million Five Hundred Thousand Dollars ($7, 500, 000) , all of like date, tenor and effect, made, executed and given pursuant to and by authority of a resolution of the Board of Supervisors of the County of Contra Costa duly passed and adopted on October 9, 1984 (at the request of the District pursuant to a resolution of the Governing Board of the District duly passed and adopted on September 12, 1984) under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5 of the California Government Code, 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. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, A-2 revenue, cash receipts and other moneys which are received by the District for the Fiscal Year 1984-1985 . As security for the 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 to be received by the District for the general fund of the District during or attributable to Fiscal Year 1984-1985 ( as provided in said resolutions) , and the principal of and the interest on this 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 other moneys of the District lawfully available therefor. IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by its Treasurer-Tax Collector by manual signature, and countersigned by the Clerk of its Board of Supervisors by facsimile signature and has caused its official seal to be printed hereon this 9th day of October, 1984. COUNTY OF CONTRA COSTA By Treasurer-Tax Collector ( SEAL) Countersigned ByX V� v✓� Clerk of the Board of Supervisors Q®12 A-3 040009-0021-022-4132f 09/27/84 EXHIBIT B NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (the "Note Purchase Agreement" ) , dated as of October 9, 1984 and entered into by and between the County of Contra Costa, 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, 500, 000 principal amount of Contra Costa Community College District, 1984 Tax and Revenue Anticipation Notes (the "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 California Government Code (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 1984-1985 and requesting the Board of Supervisors (the "Board" ) of the County to authorize the issuance and sale of the Notes under the Temporary Borrowing Law in the name and on behalf of the District; and WHEREAS, on October 9, 1984 the Board adopted a resolution (the "Resolution" ) authorizing the issuance and sale of the 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 Notes as described 00127 in the Resolution and the Official Statement relating to the Notes, dated October 9, 1984, including the Appendices thereto (the "Official Statement" ) . Section 2 . Purchase Price. The purchase price of the Notes shall be $ plus accrued interest to the date of-delivery thereof. Each 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 Notes . The delivery of the Notes (the "Closing" ) shall take place at 10: 00 A.M. , California time, on October 17, 1984, 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 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 Notes . The Notes shall be issued in non-registrable, bearer form, without coupons, (_) of which shall be in the denomination of Thousand Dollars ($_, 000) and the balance of which shall be in the denomination of Thousand Dollars ( $_, 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 Notes and the performance of its obligations thereunder, and (b) the County has, and at the date of Closing will have, full legal right, 0 B-2 00198 power and authority to issue and deliver the 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 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 Notes or the consummation by the County of the other transactions contemplated by the Note Purchase Agreement. (5) As more fully provided for in the Resolution, the Notes, together with interest thereon, are payable from ( a) the first $4, 000, 000 of the first installment of property taxes attributable to the District on the secured roll which become due and payable on November 1, 1984 and become delinquent after December 10, 1984 and (b) the first $3 , 500, 000 (together with an amount sufficient to pay interest on the 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, 1985 and delinquent after April 10, 1985 . (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 Notes, or in any way contesting or affecting the validity of the Note Purchase Agreement, the Resolution or the Notes or the payment of the Notes or contesting the powers of the County to enter into or perform its obligations under any of the foregoing. .(8) The County agrees to cooperate with the Underwriter in endeavoring to qualify the Notes for offering and sale under the securities or blue sky laws of such B-3 00129 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 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 Notes in form and substance acceptable to the Underwriter and its counsel . (3) A certificate of an appropriate District official, dated the date of Closing, to the effect that such official has reviewed the Official Statement and on such basis certifies 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 Notes at any time before the Closing if any of the following occurs: (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 Notes so as materially to impair the marketability or to materially reduce the market price of such obligations; B-4 00.x_ 30 (b) Any action by the Securities and Exchange Commission or a court which would require registration of the Notes or any instrument securing the 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 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 S. 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 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 Treasurer-Tax Collector of the County of Contra Costa, 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: Director of Accounting Services. 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 B-5 0031 the representations, warranties and agreements contained in the Note Purchase Agreement shall survive the delivery of and payment by the Underwriter for the Notes and any termination of the Note Purchase Agreement. Section 11 . Applicable Law. The Note Purchase Agreemeht .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 Authorized Officer Accepted by: CONTRA COSTA COMMUNITY COUNTY OF CONTRA COSTA COLLEGE DISTRICT By By Acting Chancellor Treasurer-Tax Collector B-6 00132