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HomeMy WebLinkAboutMINUTES - 10051999 - C60 Aft 11033-12 09/011/99 N '�C �r RESOLUTION NO. 59 512 nsowrnoNpRoviDING FOR THE BORROwING OF FURS IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1999-20oo AND THE SSUA. CF AND SALE OF 1999 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLVED, by the Board of Supervisors of Contra Costa County, California, 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 laws of the State of California are authorized to borrow 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 spud.moneys WHEREAS,pursuant to the Law, such notes may be issued in the Maine 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 succh school district requesting such borrowing;and WHEREAS, the Board. of Education of the Antioch Unified School District (the "District") has heretofore adopted its resolution on September 21, 1999, finding and determining that it is desirable that the District borrow funds in an amount not to exceed. $12,000,000 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 motes in the name of the District in the principal amountof not to exceed $12,030,000, under and pursuant to the provisions of the Law; NOW, THEREFORE,it is hereby DETERMINED and ORDERED as Billows: Section 1. Rolls True and Cgmcta All. of the recitals herein set forth are true and correct and the Board so finds and.determines. Section 2., vials f Resue Dstri t. The Board hereby approves the request of the District for the Board to issue motes in its name. Section 3. #lotion on Maximum AmoMt. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent (85%) of the estimated amount of the uncollected takes, revenue and: other moneys of the District for the general fund of the District attributable to Fiscal Year 1999-2000, and available for the payment of said motes and the interest thereon(as hereinafter provided). Section 4. Authgrization anderss of Dotes.Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to Fiscal Year',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 Twelve Nriillion Dollars ($12,000,004)in the name of the District.such borrowing shall be by the issuance of temporary notes under the Law, designated "Antioch Unified School District (Contra Costa County, Califdrrc a) 193c3 Tax an Revenue Anticipation Notes" (the "Notes"' The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) not more than one year from such date of delivery, and shall bear interest from their date,payable at maturity and computed on a 30-day month/360-day year basis. Both the principal of and Merest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 5. Form of Dotes. The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from. 1 consecutively upward., shall be in the denomination of$100,000 each or any integral multiple thereof. "CUSIP"identification numbers shall be imprinted on the Notes,but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In, addition, failure on the part of the Board or the District 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 District's contract with such regiustered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Dotes shall be registered in the name of Cede & Co., as nominee for ITC. The Notes shall be initially executed and delivered in the form of a single fully registered. Note in the full aggregate principal amount of the Notes. The Board and the District 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 neither]the Board nor the District shad be affected by any notice to the contrary. Neither the Board nor the District shall have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Motes under or through DTC or a Participant, or any other person which is not shown on the register of the Board or the District as being an owner, with respect to the accuracy or adequacy 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 District shall pay alll principal and interest with respect to the Dotes only to DTC,and: all such payrnents shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Votes to the extent of the sun"s.'or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the Board of written notice to the effect that DTC has determined to substitute a new nominee ee in place of Cede&Co.,the term,""Cede&Co."in this Resolution shall refer to such new nominee of DTC. If the Board and the District determine that it is in the best interest of the beneficial owners that they be able to obtain Notes and deliver a written certificate to ITC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the Board shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and the District and discharging its responsibilities with respect thereto under applicable law. Under such.circumstances(if there is no successor securities depository),the Board shall be obligated to deliver Notes as described in this resolution.. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Dotes to any DTC Participant having Notes credited to its DTC -2- ................................. ................... .............................................................. account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Motes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede&Co.,as nominee of DTC, all payments with respect to the principal and interest with respect to such Mote and all notices with respect to such Mote shall be made and given, respectively, to DTC as provided as in the representation lotted delivered on the date of issuance of the Dotes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds fund 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 fend of the District,including,but not Muted to, current expenses, capital expenditures and the discharge of any obligation or indebtedness of the District. Moneys in such proceeds fund shall, to the greatest extent possible,''be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the County Treasurer-Ta Collector or such other appropriate investment officer of the County shall establish. Sedan 7. Sec -- .The principal amount of the Dotes,together with the interest thereon, shall be payable from taxes,revenue and other moneys which are received by the District for the general fund of the District for the .Fiscal Year 1.999--2000. As security for e payrnent of the principal of and interest on the Notes,the Beard,in the name of the District, 'hereby pledges the first "unrestricted moneys", as hereinafter defined, (a) in an amount equal to fifty percent (50%) of the principal amount of the :Totes to be received by the County on behalf of the District in January,2000,(b) in an amount equal to fifty percent (50%) of the principal amount of the.Dotes to be received by the County on behalf of the District in April, 2000, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 2000 (such pledged amounts being hereinafter called the "fledged. .Revenues").The principal of the dates and the interest thereon shall constitute a first lien and charge thereon and shall be paid from,the Pledged Revenues.To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund,as hereinafter defined,',of the full amount of the Pledged revenues to be deposited in any month on the last business clay 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 Dotes and interest thereon. The term „unrestricted moneys"shall mean taxes,income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and, other obligations of the District. Section S. l kpAy ent Fund.There is hereby created a special fund to be held on behalf of e District by the County Treasurer-Tax Collector separate and distinct from all. other County and District funds and accounts designated the "Antioch Unified School District (Contra Costa County, California) 1999 Tax and Revenue Anticipation :Totes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes, and until the Dotes and all.Merest thereon are paid or until provision has been made for the payment of the Dotes at maturity with.Merest to maturity,the moneys in the Repayment Fuad shall be applied solely for the purposes for whish the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund shalt periodically be transferred to the general fund of the District. During the months of January, 2000, April, 2000, and May, 2000, all Pledged Revenues shall be deposited into the Repayment Fund. Can the maturity date of the Notes, the Treasurer- Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal and interest on the Notes at maturity 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. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made,shall be transferred to the District's general fund. Section 9. e i ve tmen f Re_12a nt p All moneys held on behalf of the District in the Repayment Fund, if not invested, shalt 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 mount required by law. Moneys in the Repayment Fund shall,to the greatest extent possible, be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or hough an investment agreement, as permitted by the laws of the Mate of California as now in effect and as hereafter amended, and the proceeds of any such investments shall, as received, be deposited in the Repayment punct and shall be part of the Pledged Revenues. Section .1.0. Execution of Nom. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the County Treasurer-Tax Collector or one or more of his duly authorized deputies and the manual or facsimile counter-signature of the Clerk of the Board of Supervisors{although at least one of such signatures shall be manual} with the seal of the Board impressed thereon,and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 11. Irgpifer of Notes. Any Note may, in accordance with its terns, but only if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Dote certificates to particular DTC Participants, be transferred, upon the books required to be kept' pursuant to the provisions of Section 1.3 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. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Dote or Notes,for like aggregate principal amount. Section 1 . Ex e gf No es. 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 13. Note Reeister. 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 referenced in Section 5 is no longer in effect and, in such case, the Treasurer-Tax Collector shall -4- register or transfer or cause to be registered or transferred,on said books,Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Dotes will be represented by one Note registered ars, the name of Cede & Co., as nominee for DTC. Section 14. Igm ra Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary dotes may be printed,lithographed or typewritten, shah be of such denominations as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer- Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer-Tax Collector issues temporary ?'dotes he will execute and furnish definitive Dotes without delay, and thereupon the temporary Notes may be surrendered for cancellation,in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer- Tax Collector shall deliver in exchange for such. temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitledto 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 :dotes will be reimbursed by the strict. Section 15. des IIuatci-, I� st._ esr ox stslen. If any emote shall become mutilated the Treasurer�Tax Coll o lector,at the expense of the registered owner of said Note, shall execute and d liver a hew dote of lllce maturity grad principal amount in exchange and substitution for the lore so mutilated, u.t only upon surrender to the Treasurer-Tax Collector of the Dote 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 Dote shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and,if such evidence be satisfactory to the Treasurer- Tax Collector and indemnity satisfactory to it shall be given,the Treasurer-Tax Collector, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Dote so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual crest of preparing each new Note issued under this Section 15 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 15 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Berard whether or not the mote so alleged to be lost,destroyed or stolen be at any time enforceable by anyone,and shall be equally and proportionately entitled to the benefits of this Resolution with all other Dotes issued pursuant to this Resolution. This section will not be in effect so long as ITC book entry is utilized. Section 16, covenants and 3MgMMj es. Based on the representations', and covenants of the District, it is hereby covenanted and warranted by the Berard Haat 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 Dotes and has found,as a result of such review,and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the totes have existed, happened and been perfonned in clue time, form and manner as required by law,and the Board is duly authorized to issue the Dotes in the name of the District and incur indebtedness',in the manner and upon the terms provided in tis Resolution. The Board and the District and their appropriate officials have duly taken all proceedings necessary to be tapers.- by them, and will take any additional proceedings necessary to be taken by thein, for the prompt collection and enforcement of the takes,revenue,cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Sectio: 17. ., f, o es. The preparation by the District's financial advisor of ars official statement describing the Notes (the "Official Statement")in connection with the offering and sale of the Dotes is hereby approved. The actions of the District's financial advisor, on behalf of the District and the board, in distributing the Official al Statement to such municipal bond brokers-dealers, to such banking institutions and to such other persons 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 Nates and to negotiate an interest sate and purchase price for the Notes, so long as the net Merest cost to the District does not exceed six percent (6%). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the hoard, 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 offer 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 adviser 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 28. FigpArgtion of the Notes: Execution of C R D n . ,)ones Hall, A Professional Law Corporation, as bored counsel to the District, is directed to cause suitable Notes to be prepared showing on their face that the sante bear interest at the rate aforesaid., and to cause the blank spaces therein to be fitted in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Dotes, 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 Treasurer-Tax Collector on behalf of the strict. The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to snake, execute and deliver to the Underwriter (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genumeness and due execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence Haat said purchase price of the Notes has freen paid and has been received on behalf of the District. the Underwriter or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County axe hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 20. Limited Liability.Notwithstanding anything to the contrary contained herein, in the Notes or in any other document mentioned herein, 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 7 hereof. 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 day of October, 1999, by the following vote: AYES,and in favor of, Board.Mernbers: u i o i.a,U i I trema,Gerber,D e S a u In i e r,C an oi am i 11 t NOES, Board Members:N o n e ABSENT, Board Members: None ABSTAIN: None By }a '�' 8Ny✓d�6/a`/.:i�J.6"f:/.aKi'a+'�. � airp r on of the Board of Supervisors ATTEST- BY -9 TTESBy C e` Oao6l Lthe Board o Supervisors -7- EXHIBITA Board of Supervisors of Contra Costa County,California' in the Name of the ANTIOCH UNIFIED SCHOOL DISTRICT (Contra Costa County,California) 1999 SAX AND REVENUE ANTICIPATION NOTE [—TNTE EST .ATE: MATURITY DATE7-1 ISSUE DATE: CC SII": 1 __. _,2€33L= X999 - REGISTERED D'i✓aNER:CEDE & CO. PRI CIPAL SUM: _ DOLLARS The ANTIOCH UNIFIED SCHOOL DISTRICT, Contra Costa County, State of California (the "District"),acknowledges itself indebted,and promises to pay, to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Bate stated above, the Principal Sura stated above, in lawful money of the United States of America, and. to Pay interest thereon in like lawful money at the rate per anis.um stated above, payable on the Maturity Date stated above, calculated on the basis of 360-slay year comprised of twelve 30- day months. Both the principal of and interest on this Note shall be payable,at maturity to the Owner. It is hereby certified,recited and declared Haat this V=ote is one of an authorized issue of notes in the aggregate principal amount of � dollars ( —), all of lake tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors (the "Board") of Contra Costa County (tae "County") duly passed and adopted can October 5, 1999 (the "Resolution"), and pursuant to Article 7.6 (commencing with 'section. 53850 of Chapter 4, fart d, Division 2, Title 5, of the California Government Code, and Haat all conditions, thugs and acts required to exist,happen and be performed precedent to and in the issuance of this Dote exist, have happened and have been performed in regular and due time, form and manner as required by law, and that this Note, together with all ether 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 Dotes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the Countyon behalf of the District for Repayment Fund of the District (as defined in the Resolution) 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, has pledged the first "unrestricted moneys", as hereinafter defined (a) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in January,2000,(b)in an amount equal to :fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the strict in April, 2000, and (c) in an amount equal to all interest dare on the Notes at maturity to be received by the County on behalf of the District in May, 2000 (such pledged amounts being hereinafter called the "'Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first Ben and charge thereon and shall he paid., from. the Exhibit A Page 1 ............................................................_... ................._... Pledged Revenues. To the extent not so paid from the Fledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. The term „unrestricted moneys" shah mean taxes, income, revenue and other moneys Mended 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. The Notes are issuable as fully registered notes, without coupons, in denominations of $5,000 each or any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of Notes of other authorised denominations and of the same maturity. The Motes are not subject to redemption prior to maturity. Unless this Note is presented by an authorized representative of The Depository Trust Company to the Board or the Paying Agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede&Co.or such other naive as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co,, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede&Co.,has an interest herein. LN WIT;N­ESS WHEREOF,the Board of Supervisors of Contra Costa County, California has caused this Note to be issued in the name of the District and to be executed by the manual signature of the County Treasurer-Tax Collector and countersigned by the facsimile signature of the Clerk of the Board,all as of the Issue Dae stated above. BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY By Treasurer-Tax Collector (SEAL.) Countersigned: Cleric of the Board Exhibit A Wage 2 ..................................... ASSIG4"I H For value received the undersigned hereby ells,assigns and transfers unto +Name,Address and Tax identification or dial SecurityN::mber of Assignee) the within registered Note and hereby irrevocably constitute(s)and appoints(s) attorney, to transfer the sane on the Note register of the County Director of Finance with full poorer of substitution in the premises. Dated: Signature: Note:The signature(s)on this Assignment must correspond with the name(s)as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Note. Signature(s) must be guaranteed by a qualified guarantor. Exhibit A Page 3 11033-12 JHMgM:ccc 04/01/74 OCH UNIFIED SCHOOL DISTRIX RESOLUTION NO. RESOLL—J nON REQ ESTINIG THE BOARD CSE SUPERVISORS CSE CONTRA COSTA COL 'COLNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN THE'"SAME OF THE A.NTIOCH I, IEIED SCHOOL DISTRICT`TIT FISCAL YEAR 1999-2000 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED$12,000,000 0 AUTHORIZING THE SALE THEREOF AND A rHORIZI G PREPARATION OE A PRELIMINARY OFFICIAL AE STATEN ENT IN CONNECTION THEREWITH RESOLVED, by the Board of Education of the Antioch Unified School District (the "Distract"), as follows: WHEREAS, school districts organized and existing under the laws of the State of California are authorized by.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") to borrow 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;and. WHEREAS,pursuant to the Law, such notes may be issued in the name of such school district by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district,as soon as possible following receipt of'a resolution of the governing board of such school district requesting such borrowing;and. WHEREAS, the District has determined that it is desirable that the District borrow funds in an amount not to exceed. $12,000,000 with respect to fiscal year 1999-2000 for authorizer) purposes of the District; NOW,THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Rpt. The Board of Supervisors (the "Board") of Contra Costa County, (the "County„) is hereby requested to issue tax and revenue anticipation .mates in the name of the District in the principal amount of not to exceed. $12,000,000 (the "Notes"), under and pursuant to the provisions of the Lava. Section 2.Pl�.'The Notes shall be obligations of the District and shall be secured by a pledge of and first lien and charge against the first "unrestricted moneys", as hereinafter defined, (a)in an amount equal to fifty percent (SO%a) of the principal amount of the Notes to be received by the County on behalf of the District in January, 2000; (b) in an amount equal to fifty percent(50%)of the principal amount of the Notes to be received by the County on behalf of the District in April, 2000, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 2000 (the "Pledged Revenues").To the extent not so paid from.the Pledged Revenues, the )dotes shall be paid from any other :Honeys 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 established and maintained by the County for the)Notes of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amou.1t of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Dotes and interest thereon. The term "unrestricted moneys„ shall mean taxes,income revenue and other moneys intended as receipts for the general fund of _. the District and which are generally available for the payment of current expenses and other obligations of the District. Sectio. 3. AA"roval of Issuance Resolution.The resolution entitled "Resolmztion Providing for the Borrowing of Funds in the Name of the Antioch Unified. School District for Fiscal Year 1999-2000 and the Issuance and Sale of 1998 Tax and Revenue Anticipation Notes Therefor" (the "Issuance Resolution"),to be adopted by the Board, in substantially the form presented to the Beard of Education at this meeting, together with any additions to or changes therein deermted necessary or advisable by the Board,is hereby approved. Section, 4. Official Statement. The Board of Education hereby authorizes the preparation by the District's financial advisor of an official statement descrPoing the Notes (the "Official Statement"). The Board of Education authorizes the distribution: by the District's financial advisor of the Official Statement to prospective purchasers of the Dotes, and authorizes and directs the Superintendent (or the Superintendent's designee) on behalf of the District to deem "final" pursuant to Rule'1 5c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Official Statement prior to its distribution by the District's financial advisor: The execution of the Official Statement, which shalt include such changes and additionsthereto deemed advisable by the Superintendent or any ether qualified officer of the District and such Lnformation permitted to be excluded from. the Official Statement pursuant to,the .Rule, shall be conclusive evidence of the approval of the Official Statement by the District. The Superintendent (or the Superintendent's designee) is authorized' and directed to execute the Official Statement and a statement that the facts contained in the Official Statement,and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the dime of sale of the Notes, true and correct in all rn:aterial respects and that the Official Statement slid not, on the plate of sale of the Notes,and does not, as of the date of delivery of the Notes, contain any untrue statement of a material fact with respect to the District or omit to state material facts with respect to the District required to be stated where necessary to make any statement made therein not misleading in the :light of the circumstances under which it was made. The Superintendent (or the Superintendent's designee)shalt take such further actions prior to the signing of the Official Statement as are deemed'necessary or appropriate to verify the accuracy thereof. Section{ 5. Sale of the Notes. The Official Statement is approved for distribution in the offering and sale of the Notes. The District's financial advisor, on behalf of the District and the Board, is authorized and directed to cause the Official Statement to be distributed to such municipal bond broker- dealers, to such banking institutions and to such other persons as may be interested in purchasing the Nantes therein offered for sate. 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 price for the Notes, so long as the net interest cost to the District noes not exceed sic percent(€talo). The definitive principal amount of:Votes 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 Nantes to the purchaser identified. Section 6. Tax Covenants (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the Notes are not so used as to cause the Notes to satisfy the private business tests of section 141(b) of the Code(as hereinafter defined)or the private loan financing test of section 141(c) of the Code. -2- (b)Federal Gaararaiatee Proi.ibitio3a. The District shall not take any action or permit or suffer any action to be taken if the result of the sane would be to cause any of the '?dotes to be „federally guaranteed" within the meaning of section 149(b)of the Code. (c) Rebate fZegiiiretaaettt. The District shall take any and all actions necessary to assure compliance with section 148(f)of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Dotes. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Notes which,if such action had been reasonably expected to have been taken,or had been deliberately and intentionally taken,on the date of issuance of the Notes would have caused the Dotes to be "arbitrage bonds" within the meaning of section 148 of the Code. (e)r'niahiteaararace of i ax-Exe"r ptioaa. The District shall take all actions necessary to assure the exclusion of interest on the Notes from the gross income of the registered owners of the Notes to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Dotes. For purposes of this Section 6, the terra "Code" means the Internal``Revenue Code of 1986 as in effect on the date of issuance of the Notes or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Motes, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published,under the Code. Sectio}a 7. Continuinz Disclosure. The D.-strict hereby covenants and agrees that it will comply with and carry out all of the provisions of the ConU ming Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Notes. Notwithstanding any other provision of this resolution., failure of the District to comply with the Continuing Disclosure Certificate shall not be considered an event of default; however, any holder or beneficial ower of the Notes may, take such actions as may be necessary and appropriate to compel performance,including seeking mandate or specific performance by court order. Sectioaa S. No Tgm-. pot-ary Transfers, It is hereby covenanted and warranted by the District pursuant to Article XVI, Section 6 of the Constitution of the State of California that it will not request the County Treasurer-Tax Collector to snake temporary transfers of funds in the custody of the County Treasurer-Tax Collector to meet any obligations of the District during the 1999-2(0(00 fiscal year. Sectiot2 9. panther Authorization All actions heretofore taken by the officers and agents of the District with respect to the sale and issuance of the Notes are hereby approved, and the Superintendent, the Clerk of the Board and any and all other officers of the District are hereby authorized and directed for and in the name and on behalf of the District, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions, 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 the Issuance Resolution;and this resolution. The District hereby authorizes the Superintendent or the Superintendent's designee to execute an agreement for bond counsel services by and between the District and Jones 1-1r-1ll, A Professional Law Corporation,which firm is hereby appointed to serve as bond counsel for the Notes. All costs incurred by the Board or the District in connection with the issuance of the Notes,including but not limited to printing of any official statement, rating agency costs, bond -3- counsel fees and expenses, underwriting discount and costs, paying agent fees and expenses, the cost of printing the Notes, and any compensation owing to any officers or employees of the Board, the County or the District for their services rendered in connection with the issuance of the dotes, spall be payable by District. Section 10. I den if cation..The District shall indemnify and hold harmless, to the extent permitted by lave, the County and its officers and employees (the "Inde nnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject,because of action or inaction related to the Dotes. The Distract shall also rem burse the Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. Section ?i, Effective e Dat . This resolution shall take effect from and after its adoption. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Education of the Antioch Unified School District held on the 21st day of September, 1999, by the following vote: .YES, and in favor of, Beard Members: NOES, BoardMembers: ABSENT, Board Members: By Clerk of the Board of Education -4-