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HomeMy WebLinkAboutMINUTES - 10051999 - C59 Quint f& �„L TFti amps; n 08/03/99 (Mt. Diabia USIS TRAN) 08/17/99 X79/17/99 CONTRA COSTA COUNTY RESOLUTION N099/511 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE 1 AIME OF THE IMT.DIABLO UNIFIED SCHOOL DIS'RC'FOR FISCAL. YEAR 1999-2000 AND THE ISSUANCE AND SALE OF 1999 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLVED, by the Board of Supervisors of Contra Costa CountyCalifornia, as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code ;the "Law"), school districts organized and existing under the lawns of the State of California are authorized to borrower money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; WHEREAS,pursuant to the Law, such motes may be issued in the name of such school districts by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board of Trustees of the Mt. Diablo Unified 'School District (the "District") has heretofore adopted its resolution on September 28, 1999 (the "District' Resolution"), finding and determining that it is desirable that the District borrow funds in an amount not to exceed $20,000,000 with respect to the fiscal year 1999-2000 for authorized' purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra' Costa County(the "County") for that purpose authorize the issuance of and offer for sale tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $20,000,000, under and pursuant to the provisions of the Lawn; NOW,THEREFORE, it is hereby DETERMLNIED and ORDERED as follows: Section 1. Recitals 'Prue and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. AVroval of Request of IlArict.The Board hereby approves the request of the District for the Board to issue notes in its name. Section:3< Authorization and Terms of , ' tt . Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to Fiscal clear'1999-2000, 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 twenty million dollars($20,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "fit. Diablo Unified School District (Centra Costa County, California) 1999 Tax and .Revenue Anticipation Notes" (the "Dotes"). The Dotes 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 of the District (or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from. 13008.03 6 a heir date, payable at maturity (if the maturity of the .Notes is determined to be one year or earlier from the date of issuance) or payable on October 19, 2000, and at maturity (if the maturity of the Notes is determined to be more than one year from the cute of issuance ), 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. Porro of Dotes; BoobEntry .Cnlvv Svstem. The Dotes 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 Dotes shall be numbered' from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. "CU-SIP"identification numbers shall be imprinted on the Notes,bort such numbers shall not constitute a part of the contract evidenced by the Dotes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 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 Fork, New Fork ("DTC"), and the Notes shall be registered in the name of Celle &Co., as nominee for ITC. The Notes shall be initially executed and delivered in the form of a single fully registered. Mote in the full aggregate principal amount of the Dotes. 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 persons claiming a beneficial ownership interest in the Notes under or through DTC or a Participant,or any other persons which is not shown'on the register of the 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 sures 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, ITC shall notify the Participants of the availability through DTC of Notes. In such event, the Berard 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. JAIhenever BTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable noticeto (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its ITC account or (b)' arrange for another securities depository to maintain custody of Certificates evidencing the Notes. -2- t , Notwithstanding any other provision of this resolution to the contrary, so long as any Note is registered in the name sof 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 givers, respectively,to DTC as provided in the representation letter delivered on the date of issuance of the Motes. Section S. Use of Proc . The moneys so borrowed shall be deposited in the Treasury of the County to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District,, including, but not limited to, current expenses, capital expenditures and the discharge of any obligation or indebtedness of the District. .Proceeds shall,if held by the County, to the greatest extent possible, be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly, or through an investment agreement, in investments 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, and the proceeds from such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged revenues. Investments must meet Standard & Poor's ratings Services'criteria for investments, or other investments approved by Standard Poor's Ratings Services including,but not limited to,investment in the Local agency Investment Fund maintained by the Treasurer of the State of California. Seetior. 6. ecu . The principal amount of the Nates,together with the interest thereon, shall be payable from taxes,revenue and Bather moneys which are received',by the District for the generall fund of the District for the Fiscal Year 1999-2000. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District, hereby pledges the first "unrestricted moneys", as hereinafter defined, 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 of the District,or his designee, not later than the date of sale of the Notes (synch 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 pari 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 outer 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 7. rega3 ment 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 outer County and District funds and accounts designated the "lith. Diablo Unified School District (Contra Costa County, California) 1999 Tax and .revenue Anticipation Notes Repayment Fund" (tine "'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. _3- # a _. _... During the pledge months to be determined by the Superintendent of the District, or his designee,not later than the date of sale of the Notes, all Pledged Revenues shall be deposited' into the Repayment Fund. On Octobe, 2000 (if the maturity of the Notes is determined to be more than one year from the date of issuance ) and 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 thea 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. ITC will thereupon make payments of principal and Merest 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, shah be transferred to the District's general fund. Section 8. P=ggiff and Investment caf payment Fund. All moneys held on behalf of the District in the Repayment .Fund, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the .Repayment :Fund shall, if held by the County, to the greatest extent possible, be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly, or through an investment agreement, in investments 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, and the proceeds from such investments shall, as received., be deposited in the Repayment Fuad and shall be part of the fledged .Revenues. Investments must meet Standard & Poor's Ratings Services' criteria for investments, or other investments approved by Standard & Poor's Ratings Services including, but not limited to, investment in the Local Agency Investment Fund maintained by the Treasurer of the State of California. Section 9. Executisn of .The Notes shall be executed in the manner set forth in the District Resolution. Section 10. Fransfrof_N6tes. Any Note may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only statue of the Notes, ITC determines to discontinue providing such services and no successor securities depository is named or ITC requests the Treasurer-'Tax Collector to deliver Note certificates to particular DTC .Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 12 hereof,by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such :Note for cancellation at the office of the Treasurer--Tax Collector,accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-Tax Collector,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new'Note or Notes,for like aggregate principal amount. Section 11. Fx4hange ofotes. 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 12, Notc Rester. 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 -4- __ 4 , _. . 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 13. Temporary Notes. The Dotes 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 Dote 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 Dotes 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 Totes an equal aggregate principal amount of definitive Totes 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 Totes will be reimbursed by the District. Section 14. Notes Mutilated, Lost Destroyed of EtQlen, If any Tote shall become mutilated the Treasurer-Tax Collector, at the expense of the registered owner of said Tote, 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 an 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 Dote 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 14 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 Tote so alleged to be lust,destroyed or stolen be at any time enforceable by anyone,amid shall be equally' and proportionately entitled to the benefits of this Resolution with all other Notes issued' pursuant to this Resolution. This Section 14 will not be in effect so long as DTC book entry is utilized. Section 15. overcants 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 an acts, conditions and things required by laver to exist, happen and be performed precedent to and in the issuance of the Totes 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 thein, 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. a� s a Section 16. Ea-1g-of Ngta. 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 otherpersons as may be interested in purchasing the Dotes 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 and to negotiate an interest rate and purchase pace for the Notes, so long as the true interest cost to the District does not exceed eight percent (8%). The definitive principal amount of Dotes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Dotes to the purchaser identified.The County Treasurer-Tax Collector is hereby authorized and directed to accept an Gaffer from. ,such purchaser, for and in the name of the Board, by notice to the successful bidder. 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 17. Prevaration of the Notes: Execution f Closing DMments. Ouint & ThiamInig LLP, as bond counsel to the Distric=t,is directed to cause suitable Notes to be prepared showing on their face that the same bear Merest at the rate aforesaid, and to cause the blank spaces therein to be tilled 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. The Treasurer-Tax Collector or any ether 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 bands 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 Dotes 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 bolder of the litotes 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 Bather docum=ents required to consummate the sale and delivery of the Notes. Section 18. Ligjited Liability.Notwithstanding anything to the contrary contained herein, in the Notes or in any other docunn ent mentioned herein, neither the County nor 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. d 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 5th clay of October, 1999, by the following vote: AYES,and in favor of, Supervisors:"' oia,U 1kema,Gerber,DIeSau1nier;Ganciarr:i I I a ITOES, Supervisors: No n e ABSENT, Supervisors: None ABSTAIN: None ' Eye r ",thair, Board of Supervisors A'T'TEST- By `f Cler of the bard of Supervisors -7 9 a