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HomeMy WebLinkAboutMINUTES - 10041988 - 1.56 1-05G BOARD OF SUPERVISORS COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION NO.. 88/6 +0 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1988-1989 AND THE ISSUANCE AND SALE OF 1988 TAX AND REVENUE ANTICIPATION NOTES FOR THE CONTRA COSTA COMMUNITY COLLEGE DISTRICT WHEREAS, pursuant to Sections 53850 to 53858, both inclusive, of the Government Code of the State of California (herein called the "Government 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 up to Five Million Dollars ($5,000,000) principal amount of 1988 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 1988-1989; and WHEREAS, the Governing Board of the District has found and determined that the sum of Five Million Dollars 0310F ($5, 000, 000) , when added to the interest payable thereon, does not exceed eighty-five per cent (85%) of the estimated amount of the uncollected taxes, income, revenue, cash receipts and other moneys to be received by the District for the General Fund of the District during or attributable to Fiscal Year 1988-1989 and available for the payment of the principal of and the interest on said notes; and WHEREAS, the County intends to borrow, for and in the name of the District for the purposes set forth above, Five Million Dollars ($5,000,000) by the issuance of said notes; and WHEREAS, pursuant to Section 53856 of the Government Code, certain moneys which will be received by the District for the General Fund of the District during or attributable to Fiscal Year 1988-1989 can be pledged for the payment of the principal of and the interest on said notes (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 0310F 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 1988-1989, and not pursuant to any common plan of financing, the County hereby determines to and shall issue (for and on behalf of the District) Five Million Dollars ($5, 000, 000) principal amount of temporary notes under Sections 53850 et seq. of the Government Code, designated "Contra Costa Community College District 1988 Tax and Revenue Anticipation Notes" (herein called the "Notes" ) , to be numbered from R1 consecutively upward in order of issuance, to be in the denomination of twenty-five thousand dollars ($25, 000) or any integral multiple thereof, to :be dated October 11, 1988, to mature (without option of prior redemption) on October 11, 1989, 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 Treasurer" ) with the approval of the District, in accordance with the Purchase Agreement. Both the principal of and interest on the Notes shall be payable to the registered owners of the Notes, but only upon surrender thereof, in lawful money of the United States' of America at the principal 3 0310E office of Bank of America National Trust and Savings Association in San Francisco, California (herein called the "Paying Agent" ) . 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 1988-1989 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 1988-1989, 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 031OF 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 1988 Tax and Revenue Anticipation Note Repayment Fund" (herein called 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 Two Million Dollars ($2, 000, 000) of the first installment of secured property taxes to be received by the District which become due and payable on November 1, 1988, and become delinquent after December 10, 1988, and the first Three Million Dollars ($3, 000, 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, 1989, and become delinquent after April 10, 1989 ( such pledged amounts being herein 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 January 31, 1989, or by May 31, 1989, as the case may be, then the amount of any deficiency shall be satisfied and made up on 5 031OF 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 registered owners 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 October 11, 1989, the moneys in the Repayment Fund shall be transferred to the Paying Agent and 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 0310F Section 6. The County Treasurer or one of his deputies is hereby authorized to manually execute the Notes and the Clerk of the Board and County Administrator or one of his deputies is hereby authorized to manually countersign the Notes. The Clerk of the Board and County Administrator or one of his deputies is hereby authorized to affix the seal of the County to the Notes by manual 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. (A) The Depository Trust Company, New York, New York (herein called the "Depository" ) is hereby appointed depository for the Notes and the County Treasurer or one of his deputies is hereby authorized to execute and deliver to the Depository an appropriate Letter of Representations substantially in the form on deposit with the Clerk of the Board and County Administrator. The Notes shall be initially issued and registered in the name of "Cede & Co. , " as nominee of the Depository, and shall be evidenced by a single Note. Registered ownership of the Note, or any portion thereof, may not thereafter be transferred except as set forth in Section 7(B) . (B) The Notes shall be initially issued -and registered as provided in Section 7(A) hereof. Registered ownership of the Notes, or any portions thereof, may not thereafter be transferred except: 7 031OF (i ) to any successor of Cede & Co. , as nominee of the Depository, or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (B) (herein called the "Substitute Depository" ) ; provided, that any successor of Cede & Co. , as nominee of the Depository or the Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) to any Substitute Depository not objected to by the County Treasurer, upon (1) the resignation of the Depository or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the County Treasurer to substitute another depository for the Depository (or its successor) because the Depository (or its successor) is no longer able to carry out its functions as depository; provided, that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) to any person as provided below, upon (1) the resignation of the Depository or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the County Treasurer to discontinue using a depository. (C) In the case of any transfer pursuant to clause (i ) or clause (ii) of subsection (B) of this section, upon receipt of all outstanding Notes by the Paying Agent 8 031OF (together, in the case of a successor paying agent appointed by the County, with a written request of the County Treasurer to such successor paying agent designating the Substitute Depository) , a single new Note, which the County shall prepare or cause to be prepared, shall be executed and delivered, registered in the name of any such successor to Cede & Co. or such Substitute Depository, or their nominees, as the case may be, all as specified by the County Treasurer or, in the case of a successor paying agent appointed by the County as specified in the written request of the County Treasurer. In the case of any transfer pursuant to clause (iii) of subsection (B) of this section, upon receipt of all outstanding Notes by the Paying Agent (together, in the case of a successor paying agent appointed by the County, with a written request of the County Treasurer to such successor paying agent) , new Notes, which the County shall prepare or cause to be prepared, shall be executed and delivered in such denominations and registered in the names of such persons as specified by the County Treasurer or, in the case of a successor paying agent appointed by the County, as are requested in such written request of the County Treasurer, subject .to the limitations of this section; provided, that the Paying Agent shall deliver such new Notes as soon as practicable. (D) The County and the Paying Agent shall be entitled to treat the person in whose name any Note is 9 031OF registered as the owner thereof for all purposes of this resolution and for purposes of payment of principal and interest on such Note, notwithstanding any notice to the contrary received by the Paying Agent or the County; and the County and the Paying Agent shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Notes. Neither the County nor the Paying Agent shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including the Depository or its successor (or the Substitute Depository or its successor) , except to the owner of any Notes, and the Paying Agent may rely conclusively on its records as to the identity of the owners of the Notes. (E) Notwithstanding any other provision of this resolution and so long as all outstanding Notes are registered in the name of Cede & Co. or its registered assigns, the County and the Paying Agent shall cooperate with Cede & Co. or its registered assigns, as sole registered owner, in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with said Letter of Representations, the provisions of which the Paying Agent may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein. 10 031OF (F) In the case of any transfer pursuant to clause (iii ) of subsection (B) of this section, any Note may, in accordance with its terms, be transferred or exchanged for a like aggregate principal amount in authorized denominations, upon the books required to be kept by the Paying Agent pursuant to the provisions 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, and, in the case of a transfer, accompanied by delivery of a written instrument of transfer, duly executed in form approved by the Paying Agent. Whenever any Note shall be surrendered for transfer or exchange, the County shall execute and the Paying Agent shall deliver a new Note or Notes of authorized denominations for a like aggregate principal amount. The Paying Agent shall require the owner requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. (G) The Paying Agent will keep or cause to be kept sufficient books for the registration and transfer of the Notes, which shall at all times be open to inspection by the County. Upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Notes as hereinbefore provided. 11 031OF (H) If any Note shall become mutilated, the County, at the expense of the owner of such Note, shall execute, and the Paying Agent shall thereupon deliver a new Note of like tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the Paying Agent of the Note so mutilated. Every mutilated Note so surrendered to the Paying Agent shall be cancelled by it and delivered to, or upon the order of, the County. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the County and the Paying Agent and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the County, at the expense of the owner, shall execute, and the Paying Agent shall thereupon deliver a new Note of like tenor and number in lieu of and in substitution for the Note so lost, destroyed or stolen for if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Paying Agent may pay the same without surrender thereof) . The Paying Agent may require payment by the registered owner of a Note of a sum not exce.eding the actual cost of preparing each new Note issued pursuant to this paragraph and of the expenses which may be incurred by the County and the Paying Agent. Any Note issued under these provisions in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the County, whether or not the Note so alleged to be lost, destroyed or 12 031OF i stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this resolution with all other Notes secured by this resolution. All Notes surrendered for payment or registration or transfer, if surrendered to any person other than the Paying Agent, shall be delivered to the Paying Agent and shall be promptly cancelled by it. The County may at any time deliver to the Paying Agent for cancellation any Notes previously delivered hereunder which the County may have acquired in any manner whatsoever, and all Notes so delivered shall promptly be cancelled by the Paying Agent. No Note shall be authenticated in lieu of or in exchange for any Notes cancelled as provided herein, except as expressly permitted hereunder. All cancelled Notes held by the Paying Agent shall be disposed of as directed by the County. Section 8. 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 9. 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 13 031OF and by reference incorporated herein (as shall be finally approved by the County Treasurer as hereinbelow provided) . Section 10. 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 consultation with the District, and the County Treasurer is hereby authorized to execute the Purchase Contract. Section 11. The distribution of the Official Statement in connection with the offering and sale of the Notes, dated October 4, 1988, in substantially the form presented to this meeting with such additions, changes or corrections as the County Treasurer may approve upon consultation with the District is hereby approved. Section 12 . (a) The County will not make any use of the proceeds of the Notes or any other funds of the District which would cause the Notes to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code" ) , "private activity bonds" subject to federal income taxation by reason of Section 141(a) of the Code, or obligations subject to federal income taxation because they are "federally guaranteed" as provided in Section 149(b) of the Code; and to that end the County, with respect to the proceeds of the Notes, will comply with all requirement of such sections of the Code and all regulations of the United States Department 14 0310F 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 consummate the lawful issuance and delivery of the Notes in accordance with this resolution. PASSED AND ADOPTED this 4th day of October, 1988, by the following vote: AYES: Supervisors Powers, Fanden, Mc Peak, Torlakson. NOES: None . ABSENT: Supervisor Schroder. 1004 Chairman of the Board of Supervisors Phil Batchelor, Clerk of the Board d' ATTEST: Supervisors and County Admir�*aMr . . Clerk of the Board of Supervisors 16 0310F of the Treasury issued thereunder to the extent that such requirements are, at the time, applicable and in effect, and will comply with the provisions of the Letter of Instructions delivered to the County and the District by Orrick, Herrington & Sutcliffe, dated the date of issuance of the Notes, as originally executed and as it may be amended from time to time (herein called the "Letter of Instructions" ) . (b) In furtherance of the covenants of the County set forth above, the County will cause the County Treasurer to comply with the Letter of Instructions, and the County hereby agrees and covenants to establish and maintain with the County Treasurer the "Contra Costa Community College District 1988 Tax and Revenue Anticipation Note Rebate Fund" and to use such fund to segregate the Rebate Requirement (as that term is defined in the Letter of Instructions) and Rebate Earnings (as that term is defined in the Letter of Instructions) from all others moneys of the County in accordance with the Letter of Instructions. Section 13 . The County Treasurer and the Clerk of the Board 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 the Board with respect to the sale and issuance of the Notes are hereby approved, confirmed and ratified and the officers and agents of the County and the 15 0310F EXHIBIT A UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF CONTRA COSTA REGISTERED - REGISTERED No . $ CONTRA COSTA COMMUNITY COLLEGE DISTRICT 1988 TAX AND REVENUE ANTICIPATION NOTE Rate of Interest: Maturity Date: Note Date: CUSIP: October 11, 1989 October 11, 1988 Registered Owner: Principal Amount: 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 registered owner set forth above, or registered assigns, at the principal office of Bank of America National Trust and Savings Association in San Francisco, California, the principal sum set forth above in lawful money of the A-1 0310F United States of America on the maturity date set forth above, together with interest thereon at the rate of interest set forth above (computed on the basis of a 360-day year 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 to the registered owner hereof upon surrender of this Note as the same shall fall due; provided, no interest shall be payable for any period after maturity during which the registered owner 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 1988 Tax and Revenue Anticipation Notes" (the "Notes" ) , in the aggregate principal amount of Five Million Dollars ($5, 000, 000) , all of like date, tenor and effect, made, executed and given pursuant to and by authority of a resolution (the "Resolution" ) of the Board of Supervisors of the County of Contra Costa duly passed and adopted on October 4, 1988 (at the request of the District pursuant to a resolution of the Governing Board of the District duly passed and adopted on September 14, 1988) 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 A-2 0310E 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 princi-pal 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 Fiscal Year 1988-1989. 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 1988-1989 (as provided in the Resolution) , 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. This Note is transferable by the registered owner hereof in person or by such owner' s attorney duly 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 upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations and for the same aggregate A-3 031OF principal amount will be issued to the transferees in exchange herefor. The County and the Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the County nor the Paying Agent shall be affected by any notice to the contrary. 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 and County Administrator by his manual signature and has caused its official seal to be impressed hereon this 11th day of October, 1988. COUNTY OF CONTRA COSTA By Treasurer-Tax Collector (SEAL) Countersigned: Clerk of the Board of Supervisors and County Administrator A-4 0310F [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered Note and hereby irrevocably constitute( s) and appoint(s) attorney, to transfer the same on the books of the Paying Agent with full power of substitution in the premises. Dated: Signature Signature Guaranteed By: NOTE: The signature to the assignment must correspond to the name as written on the face of this Note in every particular, without any NOTE: The signature to alteration or change whatsoever. the assignment must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. A-5 0310F CLERK'S CERTIFICATE I , Jeanne 0. Maglio , Deputy Clerk of the Board of Supervisors of the County of Contra Costa , 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 regularly held at the regular meeting place thereof on the 4th day of October 1988 , of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES: Supervisors Powers , Fanden, McPeak, Torlakson. NOES: None . ABSENT: Supervisor Schroder I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full , true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended , modified or rescinded since the date of its adop- tion , and the same is now in full force and effect . WITNESS my hand and the seal of the County of Contra Costa this 4th , day of October , 1988 Deputy C1gfk of the Board of Supervisors of the County of Contra Costa, State of California 0310 F