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HomeMy WebLinkAboutMINUTES - 10181994 - 1.67 BOARD OF SUPERVISORS COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION NO.94/516 r RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1994-95 AND THE ISSUANCE AND DIRECTING THE PUBLIC SALE OF 1994-95 TAX AND REVENUE ANTICIPATION NOTES FOR THE MT. DIABLO UNIFIED SCHOOL 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 Government Code), the Board of Education of the Mt. Diablo Unified School District (the "District") has filed with this Board of Supervisors (the "Board") a resolution requesting that the Board borrow money for the District by the authorization, issuance and sale of not to exceed twenty million dollars ($20,000,000) principal amount of 1994-95 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 1994-95; and WHEREAS, the Board of Education of the District has found and determined that the sum of twenty million dollars ($20,000,000), 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 1994-95 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, an amount not to exceed twenty million dollars ($20,000,000) by the issuance of said notes, and to provide for the public sale of said notes to the highest bidder therefor; and WHEREAS, pursuant to Section 53856 of the Government Code, certain taxes, income, revenue, cash receipts and other moneys which will be received by the District for the General Fund of the District during or attributable to Fiscal Year 1994-95 can be pledged for the payment of the principal of and the interest on said notes (as hereinafter provided); SF2-35643.1 NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby resolves as follows: 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 1994-95, and not pursuant to any common plan of financing, the County hereby determines to and shall issue (for and on behalf of the District) not to exceed twenty million dollars ($20,000,000) principal amount of temporary notes under Sections 53850 et seq. of the Government Code, to be designated the "Mt. Diablo Unified School District 1994-95 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be issued in fully registered form in denominations of$5,000 or any integral multiple of$5,000, shall be dated the date of their delivery, shall mature (without option of prior redemption) on the day that is one year subsequent to their date, and shall bear interest (payable at maturity and computed on the basis of a 360-day year of twelve 30-day months) at the rate determined at the time of the sale thereof, but not to exceed six per cent (6%) per annum. 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 office of the Treasurer-Tax Collector of the County (the "Treasurer") in Martinez, California. The aggregate principal amount, the interest rate, the delivery date, and the final maturity date of the Notes, shall be as determined by the Treasurer upon or prior to the sale of the Notes, and shall be designated by the Treasurer in a Certificate of Award to be executed upon award of the Notes to the purchaser thereof. Section 3. (A) The Notes shall be initially issued and registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, New York, New York (hereinafter, Cede & Co. and The Depository Trust Company are referred to collectively as "The Depository Trust Company") and shall be evidenced by a single Note certificate, in accordance with procedures of The Depository Trust Company. Registered ownership of the Notes, or any portion thereof, may not thereafter be transferred except as set forth in Section 3(B). (B) Registered ownership of the Notes, or any portions thereof, may not thereafter be transferred except: (i) to any successor of The Depository Trust Company, or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (B) (a "Substitute Depository"); provided, that any successor of The Depository Trust Company or Substitute Depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; SF2-35643.1 2 (ii) to any Substitute Depository not objected to by the Treasurer, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Treasurer to substitute another depository for The Depository Trust Company (or its successor) because it is no longer able to carry out its functions as depository; ron vided, 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 Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the 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 Treasurer, a single new Note, which the County shall prepare or cause to be prepared, shall be executed and delivered and registered in the name of such successor or such Substitute Depository, or its nominee, as the case may be. In the case of any transfer pursuant to clause (iii) of subsection (B) of this section, upon receipt of all outstanding Notes by the Treasurer, 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 are determined by the Treasurer. (D) The County and the Treasurer shall be entitled to treat the person in whose name any Note is 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 Treasurer or the County; and the County and the Treasurer 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 Treasurer shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including The Depository Trust Company or its successors (or any Substitute Depository or its successor), except to the registered owner of any Notes, and the Treasurer may rely conclusively on its records as to the identity of the registered owners of the Notes. (E) Notwithstanding any other provisions of this resolution and so long as all outstanding Notes are registered in the name of The Depository Trust Company or its registered assigns, the County and the Treasurer shall cooperate with The Depository Trust Company, as sole registered owner, and its registered assigns 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 the letter of representations from the County to The Depository Trust Company, the provisions of which the Treasurer may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein. SF2-35643.1 3 (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 of Notes in authorized denominations, upon the books required to be kept by the Treasurer pursuant to the provisions hereof, by the person in whose name it is registered, in person or by such person's 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 Treasurer. Whenever any Note shall be surrendered for transfer or exchange, the County shall execute and the Treasurer shall deliver a new Note or Notes of authorized denominations for a like aggregate principal amount. The Treasurer shall require the registered 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 Treasurer will keep or cause to be kept, at its office in Martinez, California, 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 Treasurer 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. (H) If any Note shall become mutilated, the County, at the expense of the owner of such Note, shall execute, and the Treasurer shall thereupon deliver a new Note of like tenor bearing a different number in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer of the Note so mutilated. If any Note shall be lost, destroyed or stolen, evidence of the ownership thereof, and of such loss, destruction or theft may be submitted to the County and the Treasurer 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 Treasurer shall thereupon deliver a new Note of like tenor and bearing a different number in lieu of and in substitution for the Note so lost, destroyed or stolen (or, if any such Note shall have matured, instead of issuing a substitute Note, the Treasurer may pay the same without surrender thereof). The Treasurer may require payment by the registered owner of a Note of a sum not exceeding 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 Treasurer. 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 stolen shall 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. (I) All Notes surrendered for payment or registration of transfer, if surrendered to any person other than the Treasurer, shall be delivered to the Treasurer and shall be promptly cancelled by it. The County may at any time deliver to the Treasurer 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 Treasurer. SF2-35643.1 4 No Note shall be delivered in lieu of or in exchange for any Notes cancelled as provided herein, except as expressly permitted hereunder. All cancelled Notes held by the Treasurer shall be disposed of as directed by the County. Section 4. 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 5. There is hereby established a separate fund in the County treasury for the purpose of ensuring the application of the proceeds representing principal received from the sale of the Notes for the purpose specified in Section 2 hereof for which the Notes are to be issued, which separate fund is hereby designated the "Mt. Diablo Unified School District 1994-95 Tax and Revenue Anticipation Note Proceeds Fund" (the "Proceeds Fund"). The District shall, immediately upon receiving the proceeds of the sale of the Notes, place in the Proceeds Fund all amounts representing principal received from such sale. All money held by the Treasurer in the Proceeds Fund shall be invested as permitted by the Government Code, and the proceeds of such investments shall be retained in the Proceeds Fund. Amounts in the Proceeds Fund shall be withdrawn and deposited in the General Fund of the District, and expended for any purpose for which the District is authorized to expend funds from its General Fund, but only after exhausting funds otherwise available for such purposes (which are not restricted funds) and only to the extent that on any given day such other funds are not then available, and for purposes of this paragraph, otherwise available amounts excludes amounts that are held or set aside in a reasonable working capital reserve not exceeding five per cent (5%) of the District's total working capital expenditures from its available funds in Fiscal Year 1993-94; provided, that if on the date that is six (6) months from the date of issuance of the Notes, all amounts in the Proceeds Fund (including investment earnings thereon) shall not have been so withdrawn and spent, the District shall promptly notify Orrick, Herrington & Sutcliffe ("Bond Counsel"), and, to the extent of.its power and authority, comply with the instructions from Bond Counsel as to the means of satisfying the rebate requirements of Section 148 of the Internal Revenue Code of 1986. For purposes of this paragraph, the "proceeds" of the Notes are equal to the initial offering price of the Notes to the public, as certified by the purchaser of the Notes. Section 6. (A) The principal of and interest on the Notes 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 for the Fiscal Year 1994-95 and which are lawfully available for the payment of current expenses and other obligations of the District (the "Unrestricted Revenues"). (B) As security for the payment of the principal of and interest on the Notes, the County (for and on behalf of the District) hereby covenants to deposit in trust in a special fund designated as the "Mt. Diablo Unified School District 1994-95 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund"), which fund will be held by the SF2-35643.1 5 Treasurer acting as the responsible agent to maintain such fund until the payment of the principal of the Notes and the interest thereon: (i) an amount equal to fifty per cent (50%) of the principal amount of the Notes from the Unrestricted Revenues to be received by the District during the month ending April 30, 1995, and (ii) an amount equal to fifty per cent (50%) of the principal amount of the Notes, together with an amount sufficient to pay the interest on the Notes at maturity, from the Unrestricted Revenues to be received by the District during the month ending May 31, 1995, together with an amount sufficient (net of anticipated earnings on money in the Repayment Fund) to satisfy and make up any deficiency in the Repayment Fund. The amounts pledged by the County (for and on behalf of the District) for deposit into the Repayment Fund from the Unrestricted Revenues received during each indicated month are hereinafter called the "Pledged Revenues." (C) In the event that there have been insufficient Unrestricted Revenues received by the District by the third business day prior to the end of either such month to permit the deposit into the Repayment Fund of the full amount of the Pledged Revenues required to be deposited with respect to such month, then the amount of any deficiency in the Repayment Fund shall be satisfied and made up from any other money of the District lawfully available for the payment of the principal of the Notes and the interest thereon (all as provided in Sections 53856 and 53857 of the Government Code) (the "Other Pledged Moneys") on such date or thereafter on a daily basis, when and as such Pledged Revenues and Other Pledged Moneys are received by the District. (D) Any money 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 money in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (E) All Pledged Revenues, and any other deposits required to be made into the Repayment Fund, shall, when received, be deposited in the Repayment Fund. On the date of maturity of the Notes, the money in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes. Any money 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. (F) Money in the Repayment Fund, to the greatest extent possible, shall be invested by the 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. Section 7. The Treasurer or a duly appointed deputy Treasurer is hereby authorized to manually execute the Notes and the Clerk of the Board and County Administrator or a duly appointed deputy is hereby authorized to manually countersign the Notes. The Clerk of the Board and County Administrator or a duly appointed deputy is hereby authorized to affix SF2-35643.1 6 the seal of the County to the Notes by manual impression thereof. The .Treasurer is hereby authorized to cause the blank spaces of the Notes to be filled in as may be appropriate. 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. (A) The District has represented that it shall not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Notes under Section 103 of the Internal Revenue Code of 1986, as amended (as used in this Section 9, the "Code"). Without limiting the generality of the foregoing, the District has covenanted that it will comply with the requirements of the Tax Certificate of the District with respect to the Notes, to be entered into by the District as of the date of issuance of the Notes, and further stipulates that such representation and covenant shall survive payment in full or defeasance of the Notes. (B) In the event the Notes shall be subject to the rebate requirements of Section 148 of the Code, the District shall be responsible for making all calculations in a reasonable and prudent fashion relating to any rebate of excess investment earnings on the proceeds of the Notes due to the United States Treasury, and the Treasurer shall, upon the direction of the District, segregate and set aside from the lawfully available sources held by the Treasurer on behalf of the District, the amount such calculations indicate may be required to be paid to the United States Treasury, and shall otherwise at all times, upon the direction of the District, do and perform all acts and things necessary and within its power and authority, including complying with each applicable requirement of Section 103 and Sections 141 through 150 of the Code and complying with the instructions of Bond Counsel to assure that interest paid on the Notes shall, for the purposes of federal income taxes and California personal income taxation, be excludable from the gross income of the recipients thereof and exempt from such taxation. If so directed by the District, the Treasurer will immediately set aside from District revenues attributable to the 1994-95 Fiscal Year or, to the extent not available from such revenues, from any other money lawfully available, the amount of any such rebate in a separate fund which the Treasurer hereby agrees to establish and maintain on behalf of the District and to designate as the "Mt. Diablo Unified School District 1994-95 Tax and Revenue Anticipation Note Rebate Fund." (C) Notwithstanding any other provision of this resolution to the contrary,upon the County's failure to observe, or refusal to comply with, the covenants contained in this section, no one other than the holders or former holders of the Notes shall be entitled to exercise any right or remedy under this resolution on the basis of the County's failure to observe, or refusal to comply with, such covenants. (D) The covenants contained in this section shall survive the payment of the Notes. SF2-35643.1 7 (E) Notwithstanding any provision of this section, if the District shall provide to the Treasurer an opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes of interest on the Notes, the Treasurer and the County may conclusively rely on such opinion in complying with the requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent. Section 10. The form of proposed Official Notice of Sale inviting bids for the Notes, in substantially the form on file with the Clerk of this Board of Supervisors, is hereby approved and adopted as the Official Notice of Sale inviting bids for the Notes, subject to such completion, correction, revision or additions hereafter deemed necessary by the Treasurer upon consultation with the Superintendent of the District(or duly appointed designee) and the financial advisor to the District. Proposals for purchase of the Notes shall be received on behalf of the Clerk of this Board of Supervisors on October 19, 1994 (or on such later date to which said sale is postponed, as determined by the Treasurer, so long as such date is not later than November 30, 1994), at the hour and place designated in said Official Notice of Sale by the Treasurer, for the purchase of the Notes for cash at not less than their principal amount plus accrued interest thereon, if any, to the date of their delivery, and at the interest rate to be designated in the bid. Section 11. Government Financial Strategies, Inc., 1228 "N" Street, Suite Thirteen, Sacramento, California 95814-5609, as Financial Advisor to the District for the Notes, is hereby authorized and directed to cause to be printed and mailed to prospective bidders for the Notes copies of the Official Notice of Sale, completed by the Treasurer as described in Section 10 hereof, together with copies of the Official Statement in preliminary form for the Notes, in substantially the form now on file with the Clerk of the Board, which preliminary Official Statement has been adopted and approved by the Board of Education of the District, subject to such changes as may be approved by the Superintendent of the District (or duly appointed designee) and the financial advisor to the District. ; Section 12. The publication of the notice of intention to sell the Notes, in substantially the form on file with the Clerk of this Board of Supervisors, subject to such corrections, revisions or additions as may be deemed necessary by the Treasurer upon consultation with the Superintendent of the District (or the designee thereof) and the financial advisor to the District, in The Bond Buyer at least fifteen days prior to the date of public sale of the Notes, as provided in Section 10 hereof, by a Deputy Clerk of the Board is hereby ratified and approved. Section 13. All actions heretofore taken by the officers and agents of the County or the Board with respect to the issuance and sale of the Notes are hereby approved, confirmed and ratified and the officers and agents of the County and the 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 SF2-35643.1 8 i 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 18th day of October, 1994, by the following vote: AYES: Supervisors Bishop, DeSaulnier, Torlakson and Powers NOES: None ABSENT: Supervisor Smith V, Chair of the Board of Supervisors ATTEST: Phil Batchelor Clerk of the Board of Supervisors and County Administrator By Depu Cleliy SF2-35643.1 9 0 J EXHIIBIT A UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF CONTRA COSTA MT. DIABLO UNIFIED SCHOOL DISTRICT 1994-95 TAX AND REVENUE ANTICIPATION NOTE No. $ FOR VALUE RECEIVED, the Mt. Diablo Unified School District (the "District"), in the County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay to at the office of the Treasurer-Tax Collector of the County of Contra Costa (the "County") in Martinez, California, the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on October _, 1995 together with interest thereon at the rate of PER CENT (_%) per annum (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 upon surrender of this Note as the same shall fall due at maturity; provided, however, that no interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes entitled, "Mt. Diablo Unified School District 1994-95 Tax and Revenue Anticipation Notes" (the "Notes"), in the aggregate principal amount of Dollars ($ ) 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 _, 1994 (at the request of the District pursuant to a resolution of the Board of Education of the District duly passed and adopted on October 11, 1994)under and by authority of Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5 of SF2-35643.1 A-1 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, revenue, cash receipts and other moneys which are received by the District for the Fiscal Year 1994-95. 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 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 1994-95 (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 money 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 Treasurer-Tax Collector of the County, 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 principal amount will be issued to the transferees in exchange herefor. The County 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 the County shall not be affected by any notice to the contrary. SF2-35643.1 A-2 Y 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 manual signature and has caused its official seal to be impressed hereon this day of , 1994. COUNTY OF CONTRA COSTA By Treasurer-Tax Collector (SEAL) Countersigned: Clerk of the Board of Supervisors and County Administrator , SF2-35643.1 A-3 f MRRICK, HERRINGTON & SUTCLIFFE October 5, 1994 Direct Dial (415) 773-4129 Mr. DeRoyce Bell County Administrator's Office County of Contra Costa 651 Pine Street, 11 th Floor Martinez, CA 94553 Re: Mt. Diablo Unified School District 1994-95 Tax and Revenue Anticipation Notes Dear Dee: As you have been expecting, the Mt. Diablo School District is submitting to the Board of Supervisors for consideration at its October 18, 1994 meeting the enclosed Resolution (along with its exhibits) regarding the issuance of school district TRANS on behalf of the District for the fiscal year 1994-1995. ave this item laced on the agenda for said meetin ing adoptio.;-l--would� ciate two cern ie copies nc osed certificate an affidavit co y o e meeting's agenda Than you very muc for your assistance. Please call me ' ve-a questions. Ver truly yours, John rtenstein enclosure Old Federal Reserve Bank Building • 400 Sansome Street • San Francisco,California 94111-3143 Telephone 415 392 1122 • Facsimile 415 773 5759 Los Angeles • New York • Sacramento 9 Washington,D.C. NOTICE OF INTENTION TO SELL NOT TO EXCEED $20.000.000 MT. DIABLO UNIFIED SCHOOL DISTRICT (County of Contra Costa. State of California) 1994-95 TAX AND REVENUE ANTICIPATION NOTES NOTICE IS HEREBY GIVEN that the Treasurer-Tax Collector of the County of Contra Costa, State of California (or his duly authorized representative), intends to offer for public sale on WEDNESDAY, OCTOBER 19, 1994 at 10:30 A.M., California time, at the office of Government Financial Strategies, Inc.,. 1228 "N" Street, Suite Thirteen, Sacramento, California 95814-5609 (telephone (916) 444-5100; facsimile telephone(916)444-5109),not to exceed $20,000,000 principal amount of temporary notes of the Mt. Diablo Unified School District(the "District") designated the "Mt. Diablo Unified School District 1994-95 Tax and Revenue Anticipation Notes" (the "Notes"), all dated as of the date of issuance (anticipated to be October 28, 1994), and due to mature on the day which is one year following the date of issuance. Faxed bids received by the time hereinabove set forth will be accepted as .a proper form of bid for purchase of the Notes. No bid check is required to be filed with any bid submitted for the Notes. Copies of the Official Notice of Sale and the Official Statement for the Notes and other information concerning the District may be obtained from Government Financial Strategies, Inc., the Financial Advisor to the District for the Notes, at the above address. If no legal bid is received for the Notes on October 19, 1994, at the time and place specified, bids will be received for the Notes at the same place and time on succeeding Wednesdays until the Notes are awarded. Dated: October 3, 1994. Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By /s/ A. Joseph Deputy Clerk of the Board of Supervisors of the County of Contra Costa sa2-21505.1 1. 667 OFFICIAL NOTICE OF SALE $16,800,000* MT. DIABLO UNIFIED SCHOOL DISTRICT (County of Contra Costa, State of California) 1994-95 TAX AND REVENUE ANTICIPATION NOTES NOTICE IS HEREBY GIVEN that faxed proposals as well as sealed proposals will be received on behalf of the Board of Supervisors of the County of Contra Costa(the "County"), State of California, at the offices of Government Financial Strategies, Inc., 1228 "N" Street, Suite Thirteen, Sacramento, CA 95814-5609 (telephone (916) 444-5100; facsimile telephone (916) 444-5109) on WEDNESDAY, OCTOBER 19, 1994 at 10:30 A.M., California time, for the purchase.of $16,800,000* principal amount of temporary notes of the Mt. Diablo Unified School District (the "District") designated the "Mt. Diablo Unified School District 1994-95 Tax and Revenue Anticipation Notes" (the "Notes") more particularly described herein. If no legal bid is received for the Notes on October 19, 1994, at the time and place specified, bids will be received for the Notes at the same place and time on succeeding Wednesdays until the Notes are awarded. The Notes are issued pursuant to Article 7.6, Chapter 4, Part 1, Division 2, Title 5 (commencing with Section 53850) of the Government Code of the State of California, and all laws amendatory thereof or supplemental thereto, and pursuant to the provisions of a resolution of the Board of Education of the District, adopted on October 11, 1994 and a resolution of the Board of Supervisors of the County, adopted on October 18, 1994 (collectively, the "Resolution"), copies of which will be furnished to any interested bidder upon request. ISSUE: BOOK-ENTRY SYSTEM: The Notes will be issued in the principal amount of $16,800,000*, consisting of fully registered notes, all dated October 28, 1994, and maturing on October 28, 1995, and comprising all of the Notes to be executed and delivered. The Notes when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Notes. Individual purchases of interests in the Notes will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof, and purchasers of such interests will not receive certificates representing their interests in the Notes. DTC will receive payment from the Treasurer-Tax Collector of the County of both the principal of and interest on the Notes at maturity in lawful money of the United States of America which DTC will, in turn, remit to the participants in the DTC system for subsequent disbursement to the purchasers of interests in and beneficial owners of the Notes. * Approximate; subject to adjustment. SF2-35644.1 INTEREST RATE: The Notes will bear interest at the single interest rate designated by the successful bidder therefor, but not to exceed six per cent (6%) per annum, payable on a 30-day month/360-day year basis at the maturity of the Notes. The interest rate specified must be an integral multiple of one one-thousandths of one per cent (1/1000 of 1%) per annum, and the Notes will bear interest from their date to their stated maturity date at the interest rate specified in the bid. REDEMPTION: The Notes are not subject to redemption prior to their stated maturity date. PURPOSE OF ISSUE: The proceeds of the Notes will be used for current General Fund expenditures of the District, including current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the District. SECURITY: In accordance with California law, the Notes are payable from taxes, income, revenues, cash receipts and other moneys which are received by the District for the General Fund of the District for the Fiscal Year 1994-95 and which are lawfully available for the payment of current expenses and other obligations of the District (the "Unrestricted Revenues"). The Notes are secured by a pledge of: (i) an amount equal to fifty per cent (50%) of the principal amount of the Notes from the Unrestricted Revenues to be received by the District during the month ending April 30, 1995, and (ii) an amount equal to fifty per cent (50%) of the principal amount of the Notes, together with an amount sufficient to pay the interest on the Notes at maturity, from the .Unrestricted Revenues to be received by the District during the month ending May 31, 1995, together with an amount sufficient (net of anticipated earnings on moneys in the Repayment Fund) to satisfy and make up any deficiency in the Repayment Fund, all of which pledged funds will be deposited in a special Note repayment fund and used solely for the payment of the principal of and interest on the Notes. The Notes are by law a general obligation of the District, but to the extent not paid from said pledged funds are'payable only from any other taxes, income, revenue, cash receipts and moneys of the District lawfully available therefor. TAX EXEMPT STATUS: In the opinion of Orrick, Herrington & Sutcliffe, of San Francisco, California ("Bond Counsel"), the interest on the Notes is exempt from present State of California personal income taxes and, assuming compliance with certain covenants contained in the resolution authorizing their issuance, is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. See the discussion of Tax Exemption in the Official Statement hereinafter referred to. In the event that prior to the delivery of the Notes (a) the income received by private holders from Notes of the same type and character shall be declared to be includable in gross income (either at the time of such declaration or at any future date) for purposes of federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted which will have a substantial adverse tax effect on holders of the Notes as such, the successful bidder may, at its option, prior to the tender of the Notes by the District, be relieved of its obligation under to purchase the Notes, and in such case the deposit made upon the award of the bid will be returned. SF2-35644.1 2 LEGAL OPINION: The legal opinion of Bond Counsel approving the validity of the Notes will be furnished to the successful bidder upon delivery of the Notes. Copies of said opinion will be filed with DTC and with the Treasurer-Tax Collector of the County. TERMS OF SALE Highest Bid: The Notes will be awarded to the highest responsible bidder, considering the interest rate specified and the premium offered, if any. The highest bid will be the bid which represents the lowest true interest cost ("TIC") to the District. The TIC will be the nominal interest rate which, when compounded semiannually and used to discount all principal and interest due on the Notes to the date of the Notes, results in an amount equal to the price bid for the Notes. In the event two or more bids are received offering the same lowest TIC, the County reserves the right to exercise its own discretion and judgment in making the award and may award the Notes on a pro rata basis in such denominations as the Treasurer-Tax Collector of the County shall determine. Right of Rejection: The Treasurer-Tax Collector of the County (or his duly authorized representative) reserves the right, in his discretion, to reject any and all bids and to waive any irregularity or informality in any bid. Prompt Award: The Treasurer-Tax Collector of the County (or his duly authorized representative) will take action awarding the Notes or rejecting all bids not later than twenty-six (26) hours after the expiration of the time herein prescribed for the receipt of proposals, unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. Delivery and Payment: Delivery of the Notes through the facilities of DTC will be made to the successful bidder in New York, New York, as soon as the Notes can be prepared, which it is estimated will be on or about October 28, 1994. Payment for the Notes must be made in fiends immediately available to the Treasurer-Tax Collector of the County in Martinez, California, on the date of delivery. Any expense of providing immediately available funds, whether by transfer of Federal Reserve Bank funds or otherwise, shall be borne by the successful bidder. The cost of printing the Notes will be borne by the District. Right of Cancellation: The successful bidder shall have the right, at its option, to cancel its obligation to purchase the Notes if the County shall fail to execute the Notes and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of its deposit forwarded to the Treasurer-Tax Collector of the County after award of the bid. Form of Bid: Each bid must be for not less than all of the Notes hereby offered for sale at not less than the principal amount thereof SF2-35644.1 3 plus accrued interest, if any, to date of delivery, and no bid will be accepted which contemplates the waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price. Each bid must be received by 10:30 A.M. California time, Wednesday, October 19, 1994, and must be delivered by facsimile transmission or enclosed in a sealed envelope addressed to the Clerk of the Board of Supervisors, County of Contra Costa, c/o Government Financial Strategies, Inc., 1228 "N" Street, Suite Thirteen, Sacramento, CA 95814-5609 (telephone (916) 444-5100; facsimile telephone (916) 444-5109), with the bid clearly marked "Proposal for Purchase of Mt. Diablo Unified School District 1994-95 Tax and Revenue Anticipation Notes". Each bid must be in accordance with the terms and conditions set forth in this notice, and may (but need not) be submitted on the bid form provided. Neither the District, nor the County, nor the Financial Advisor will accept responsibility for inaccurate, illegible or delayed proposals submitted by facsimile transmission including illegibility due to garbled transmissions, delay due to engaged telephone or telecommunication lines of the Financial Advisor and delay arising out of any bidder's election to deliver its bid by means other than hand delivery. No Bid Check Required: NO BID CHECK will be required to bid for the purchase of the Notes. Statement of True Interest Cost: Each bidder is requested, but not required, to state in its bid the total percentage True Interest Cost (TIC), which shall be considered as informative only and not binding on either the bidder or the District. Litigation: There is no litigation pending concerning the validity of the Notes, the corporate existence of the County or the entitlement of the officers of the County to their respective offices, and the District will furnish to the successful bidder a no-litigation certificate or certificates certifying the foregoing as of and at the time of the delivery of the Notes. CUSIP Numbers and Other Fees: It is anticipated that CUSIP identification numbers will be printed on the Notes being delivered to DTC, but neither the failure to print such number on any Note nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for the Notes in accordance with the terms and conditions of its bid. All expenses in relation to the printing of CUSIP numbers on the Notes shall be paid by the District, but the CUSIP Service Bureau charge for the assignment of such numbers shall be paid by the successful bidder. The successful bidder shall also be required to pay all fees required by DTC, the Public Securities Association, the Municipal Securities Rulemaking Board and any other similar entity imposing a fee in connection with the issuance of the Notes. California Debt Advisory Attention of all bidders is directed to California Commission Fee: Government Code Section 8856; which provides that the lead underwriter or the purchaser of the Notes may be charged the California Debt Advisory Commission fee. Certification of Reoffering Price: The successful bidder shall be required, as a condition to delivery of the Notes, to certify to the District in writing, SF2-35644.1 4 in form and substance satisfactory to the District and to Bond Counsel, that as of the date of award (i) the Notes were expected to be reoffered in a bona fide public offering and (ii) that a substantial amount of the Notes was expected to be sold to the public. Official Statement: The District has prepared an Official Statement in preliminary form relating to the Notes, a copy of which will be furnished upon request made to the Financial Advisor to the District for the Notes, Government Financial Strategies, Inc., 1228 "N" Street, Suite Thirteen, Sacramento, California 95814-5609 (telephone (916) 444-5100). The Official Statement in preliminary form has been "deemed final" by the District for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1), but is subject to revision, amendment and completion after the sale of the Notes in a final Official Statement, and the District at its expense will provide fifty (50) copies of the final Official Statement to the successful bidder not later than seven (7) business days after the sale of the Notes. Certificate: The District will provide to the successful bidder for the Notes a certificate, signed by an official of the District, confirming to the successful bidder that, at the time of the acceptance of the bid for the Notes and at the time of delivery thereof, to the best of the knowledge of said official, the Official Statement 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 were made, not misleading, and that there has been no material adverse change in the financial condition or affairs of the District which would make it unreasonable for the purchaser of the Notes to rely upon the Official Statement in connection with the resale of the Notes. Dated: October 11, 1994. /s/ Deputy Clerk of the Board of Supervisors of the County of Contra Costa SF2-35644.1 5