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HomeMy WebLinkAboutMINUTES - 02092010 - C.32RECOMMENDATION(S): ADOPT Resolution No. 2010/74 authorizing, on behalf of Mt. Diablo Unified School District, the sale and issuance of Tax and Revenue Anticipation Notes (TRANs) in an amount not to exceed $40,000,000. FISCAL IMPACT: There is no fiscal impact to the County. BACKGROUND: Under state law, the Contra Costa County Board of Supervisors is required to authorize the sale and issuance of TRANs for school districts within the County. No financial obligation is assumed with these authorizations. The County’s Treasurer/Tax Collector is the paying agent for these notes. The School District is issuing these TRANs to meet financial needs of the District for fiscal year 2009-2010. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 02/09/2010 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Gayle B. Uilkema, District II Supervisor Mary N. Piepho, District III Supervisor Susan A. Bonilla, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Driscoll, County Finance Director (925) 335-1023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: February 9, 2010 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Marie Rulloda, Special Accounting, Brice Bins, Assistant Treasurer-Tax Collector, Lisa Driscoll, County Finance Director, Brian Quint, Quint and Thimmig LLP C.32 To:Board of Supervisors From:David Twa, County Administrator Date:February 9, 2010 Contra Costa County Subject:Mt. Diablo Unified School District $40,000,000 FY 2009-10 Tax Revenue Anticipation Notes CONSEQUENCE OF NEGATIVE ACTION: Without the Contra Costa County Board of Supervisors authorization, the School District would not be able to issue the TRANs, thereby delaying or prohibiting payment of necessary school expenses. ATTACHMENTS Resolution No. 2010/74 Body of Resolution 2010-74 Mt. Diablo Tran District Resolution Quint & Thimmig LLP (Mt. Diablo USD 2009-10 TRAN) Body of Resolution 2010-74 13008.13 NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Section 3. Authorization and Terms of Notes. 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 2009-2010, and not pursuant to any common plan of financing, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed forty million dollars ($40,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated “Mt. Diablo Unified School District (Contra Costa County, California) 2009-10 Tax and Revenue Anticipation Notes” (the “Notes”). The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) on such date as shall be determined by the Superintendent or Director, Fiscal Services of the District (or the Superintendent’s designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity, and computed on a 30-day month/360-day year basis. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 4. Form of Notes; Book Entry Only System. The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached to the District Resolution and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. “CUSIP” identification numbers shall be imprinted on the Notes, but such numbers shall not constitute a part of the contract evidenced by the Notes 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 Notes. In addition, failure on the part of the Board to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the Board’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 Notes shall be The Depository Trust Company, New York, New York (“DTC”), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes 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 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 the Board shall not be affected by any notice to the contrary. The Board shall not 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 Body of Resolution 2010-74 -2- Board as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The County Treasurer, as paying agent, 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 Board’s obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC 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 “Cede & Co.” in this Resolution shall refer to such new nominee of DTC. If the Board determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC 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 DTC and any other owners in 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 discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver Notes 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 DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. 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 with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 5. Proceeds Fund. 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 “Mt. Diablo Unified School District (Contra Costa County, California) 2009-10 Tax and Revenue Anticipation Notes Proceeds Fund” (the “Proceeds Fund”) and applied as directed in this Resolution. Section 6. Deposit and Investment of Proceeds Fund. The proceeds received from the sale of the Notes shall be deposited in the Proceeds Fund. Moneys held in the Proceeds Fund shall be invested by the County in any one or more investments generally permitted to school districts under the laws of the State of California, consistent with the investment policy of the County and this Resolution (the “Proceeds Fund Permitted Investments”). The Proceeds Fund Permitted Investments shall specifically include: (a) the County Pooled Investment Fund maintained by the County; (b) at the request of the District, in investments permitted under section 53600 et seq. of the California Government Code; and (c) in the sole discretion of the District, (i) the Local Agency Investment Fund maintained by the Treasurer of the State of California; and (ii) investment agreements with financial institutions with senior unsecured credit ratings in one of the two highest rating categories (without regard to any refinement or Body of Resolution 2010-74 -3- gradation of such rating category by a plus or minus or a numeral) from one or more nationally recognized statistical rating organization then rating the Notes. However, in regard to any investments requested by the District specified in clause (b)(iii) above, the County may decline the request of the District upon any reasonable basis, including specifically, any concerns of the County regarding the legality, structure or appropriateness of the investment vehicle generally or the process for the bidding or execution of the investment. Interest earning derived from the investment of amounts on deposit in the Proceeds Fund shall be retained therein and used for the purposes of such fund. Section 7. Use of Proceeds. The moneys deposited in the Proceeds Fund shall 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 and the discharge of any obligation or indebtedness of the District. Section 8. Security. 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 District for the general fund of the District for the Fiscal Year 2009-2010. 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, to be received by the County on behalf of the District in the amounts and in the months as shall be determined by the Superintendent or Director, Fiscal Services of the District, or the Superintendent’s designee, not later than the date of sale of the Notes (such pledged amounts being hereinafter called the “Pledged Revenues”). The principal 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. 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 9. Repayment Fund. There is hereby created a special fund to be held on behalf of the District by the County Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the “Mt. Diablo Unified School District (Contra Costa County, California) 2009-10 Tax 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 and the interest thereon through the maturity thereof, 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 fund of the District. Body of Resolution 2010-74 -4- During the pledge months to be determined by the Superintendent or Director, Fiscal Services of the District, or the Superintendent’s designee, not later than the date of sale of the Notes, all Pledged Revenues shall be deposited into the Repayment Fund. On the maturity date of the Notes, the County Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes then due and, to the extent said moneys are insufficient therefor, an amount of moneys from the District’s general fund which will enable payment of the full principal of and interest on the Notes at maturity. DTC will thereupon make payments of principal and interest on the Notes to the DTC Participants who will thereupon make payments to the beneficial owners of the Notes. 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 10. Deposit and Investment of Repayment Fund. Moneys held in the Repayment Fund shall be invested by the County in any one or more investments generally permitted to school districts under the laws of the State of California, consistent with the investment policy of the County and this Resolution (the “Repayment Fund Permitted Investments”). The Repayment Fund Permitted Investments shall specifically include: (a) the County Pooled Investment Fund maintained by the County; (b) at the request of the District, in specific investments permitted under section 53600 et seq. of the California Government Code; and (c) in the sole discretion of the District, (i) the Local Agency Investment Fund maintained by the Treasurer of the State of California; and (ii) investment agreements with financial institutions with senior unsecured credit ratings in one of the two highest rating categories (without regard to any refinement or gradation of such rating category by a plus or minus or a numeral) from one or more nationally recognized statistical rating organization then rating the Notes. However, in regard to any investments requested by the District specified in clause (b)(iii) above, the County may decline the request of the District upon any reasonable basis, including specifically, any concerns of the County regarding the legality, structure or appropriateness of the investment vehicle generally or the process for the bidding or execution of the investment. Amounts on deposit in the Repayment Fund in excess of the amounts required to pay the principal of and interest on the Notes when due, shall be transferred to the general fund of the District. Section 11. Execution of Notes. The Notes shall be executed in the manner set forth in the District Resolution. Section 12. Transfer of Notes. Any Note may, in accordance with its terms, but only 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. Body of Resolution 2010-74 -5- Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 13. Exchange of Notes. Notes 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 maturity. Section 14. Note Register. 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. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede & Co., as nominee for DTC. Section 15. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer- Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer- Tax Collector shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Any costs borne by the County for the exchange of the Notes will be reimbursed by the District. Section 16. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated the Treasurer-Tax Collector, at the expense of the registered owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer-Tax Collector of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer-Tax Collector shall be canceled by it and delivered to, or upon the order of, the Treasurer-Tax Collector. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and, if such evidence be satisfactory to the Treasurer- Tax Collector and indemnity satisfactory to it shall be given, the Treasurer-Tax Collector, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 14 and of the expenses which may be incurred by the Treasurer-Tax Collector in the premises. Any Note issued under the provisions of this Section 16 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Board whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally Body of Resolution 2010-74 -6- and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. This Section 16 will not be in effect so long as DTC book entry is utilized. Section 17. Covenants and Warranties. 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 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 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 18. Sale of Notes. The preparation by the District’s financial advisor of an official statement describing the Notes (the “Official Statement”) in connection with the offering and sale of the Notes is hereby approved. The actions of the District’s financial advisor, on behalf of the District and the Board, in distributing the Official Statement to such municipal bond brokers-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale, are hereby approved. The District’s financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes using a competitive bidding process, so long as the true interest cost to the District does not exceed eight percent (8%). 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 identified. The County Treasurer-Tax Collector is hereby authorized to execute a Note purchase agreement or other document in 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 County Treasurer-Tax Collector. Section 19. Preparation of the Notes; Execution of Closing Documents. Quint & Thimmig LLP, as bond counsel to the District, is 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 Notes, and to procure their 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 County Treasurer-Tax Collector on behalf of the District. Body of Resolution 2010-74 -7- The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 20. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Notes or in any other document mentioned herein, none of the County, County officers and employees and members of the Board shall have any liability hereunder or by reason hereof or in connection with 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 21. Indemnification of County. The County acknowledges and relies upon the fact that the District has represented that it shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees (“Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject because of action or inaction related to the adoption of this resolution, or related to the proceedings for sale, award, issuance and delivery of the Notes in accordance herewith and with the District’s resolution and that the District shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. Section 22. Limited Responsibility for Official Statement. Neither the Board nor any officer of the County has prepared or reviewed the official statement of the District describing the Notes (the “Official Statement”), and this Board and the various officers of the County take no responsibility for the contents or distribution thereof; provided, however, that solely with respect to a section contained or to be contained therein describing the County’s investment policy, current portfolio holdings, and valuation procedures, as they may relate to funds of the District held by the County Treasurer, the County Treasurer is hereby authorized and directed to prepare and review such information for inclusion in the Official Statement and in a preliminary Official Statement, and to certify in writing prior to or upon the issuance of the Notes that the information contained in such section does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Section 23. Reimbursement of County Costs. The District shall reimburse the County for all costs and expenses incurred by the County, its officials, officers, agents, and employees in issuing or otherwise in connection with the Notes. Section 24. Effective Date. This resolution shall take effect from and after its adoption. Body of Resolution 2010-74 -8- * * * * * * * * * I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 9th day of February, 2010, by the following vote: AYES, and in favor of, Supervisors: NOES, Supervisors: ABSENT, Supervisors: By Chair, Board of Supervisors ATTEST: By Clerk of the Board of Supervisors