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HomeMy WebLinkAboutRESOLUTIONS - 01011992 - 1992-299 b'1 s 03�-31-92 COUNTY BOARD of SUPERVISORS RESOLUTION NAME OF COUNTY: Contra Costa RESOLUTION NO. 92/299 NAME OF SCHOOL DISTRICT': Byron Union Elementary School District MAXIMUM AMOUNT OF BORROWING; $500,Oo0 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1992-1993 AND THE ISSUANCE AND SALE OF A 1332`-1993 TAX AND RE' NUE' ANTICIPATION NOTE THEREFOR FOR THE ABOVE SCHOOL DISTRICT AND AUTHORIZING PARTICIPATION IN THE CALIFORNIA SCHOOL ;,BOARDS ASSOCIATION FINANCE CORPORATION CASH RESERVE PROGRAM WHEREAS, pursuant to Section 53850 to 53958, both inclusive, of the Government Code (the "Act") (being Article 7.6, Chapter 4, Part 1, Division 2, Title 5 of the Government Code) , the School District specified above '(the "District") has filed with the Board :of Supervisors of the County (the "Board"), a resolution requesting that the Board borrow money for the District by the authorization, issuance and sale of a 1992-1993 Tax and Revenue Anticipation Note of the District in an amount (the "Principal Amount") not to exceed the Maximum. Amount of Borrowing specified above, which Principal Amount is to be confirmed and set in the Pricing Confirmation (as defined in Section 4 hereof) , 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 attributable to Fiscal Year 1992 .1993; WHEREAS, the County intends to issue a Note', for and in the name of the District for the purposes set forth above, in the Principal Amount; WHEREAS, the District has found and determined that the : Principal Amount, when added to the interest 'payable thereon, : dons not exceed eighty-five 'percent (85%) .of the estimated amount of the uncollected taxes, income, revenue (including, ' but not limited to, revenue from the state and federal governments) , cash receipts and other moneys of the District attributable to Fiscal Year 1992-1993, and available for the payment of the principal of the Note and the interest thereon; A: sRM UXGI RESOLUTION NO. 92/299 WHEREAS, the District has found and determined that no money has heretofore been borrowed by orlon behalf of the District through the issuance of tax anticipation notes or temporary notes:, in anticipation of the receipt of,, or payable from or secured by, taxes, income, revenue, cash receipts or other moneys for the Fiscal Year 1992-1993; WHEREAS, pursuant to Section 53856 of the Act, certain moneys which will be received by the District during and attributable to Fiscal Year 1992-1993 can be pledged for the payment of the principal of the Note and the interest thereon (as hereinafter provided) ; WHEREAS, the District has determined that it is in the best interests of the District to participate in the California School Boards Association Finance Corporation Cash Reserve Program (the "Program") whereby' participating school' districts, community college districts and county boards of education (collectively, the "Issuers") will simultaneously issue tax and revenue anticipation notes, WHEREAS, the District desires to have its Note marketed together with the notes issued by other school districts, community college districts :and county boards of education participating in the Program; WHEREAS, Piper, Jaffray & Hopwood Incorporated (the "Underwriter") will form one or more pools of notes or series of certificates (the "Certificates") of participation (the "Series" or "Series of Certificates"); distinguished by (i) whether and what type(s) of Credit Instrument (as hereinafter defined)' secures notes comprising each Series, and (ii) possibly other features, all of which the District .has authorized the Underwriter to determine; WHEREAS, the Program requires the Issuers participating in any 'particular series to deposit their tax and revenue anticipation notes with Bank of America National Trust and Savings Association, as trustee ('the "Trustee") , pursuant to a trust agreement between 'such' Issuers and 'the 'Trustee, dated as of July 1, 1992 (the "Trust Agreement") WHEREAS, the Program requires the Trustee, pursuant to the Trust Agreement, to 'execute and deliver the Certificates evidencing and representing proportionate undivided interests in the payments ofprincipal of' and' interest on the tax and revenue anticipation notes issued by the Issuers comprising such Series; WHEREAS, the District desires to have the Trustee execute and deliver 'a Series of Certificates which evidence and represent interests of the owners thereof in the Note'and ''the ' notes issuers by other Issuers comprising >>such Series; A:1RP.Sf3LU.MRO WHEREAS, ,as additional security for the owners of the Certificates, all or a portion of the payments by all of the Issuers of their respective notes may ormay 'not be secured either; by an irrevocable letter (or letters) of credit or policy (or policies) of insurance or other credit instrument; (or' instruments) (collectively,. the *Credit Instrument") issued by the credit provider or credit providers designated in the Trust Agreement, as finally executed (collectiv'ely, the "Credit Provider") which may be issued pursuant to a credit agreement or agreements -or commitment letter or letters designated in the Trust Agreement (collectively, the "Credit Agreement"') between the Issuers and the Credit Provider;' WHEREAS, the net proceeds of the Note will be invested under an investmentagreement with an investment provider to be determined in the Pricing Confirmation; WHEREAS, the Program requires that each participating Issuer approve the Trust Agreement and the Credit Instrument in substantially the forms', presented to.. the' Board, with the final form of Trust Agreement, type of Credit Instrument and corresponding Credit Agreement determined in the Pricing Confirmation; WHEREAS, pursuant to the Program each participating Issuer will be responsible for its share of (a) the fees of the Trustee and the costs of issuing the applicable Series of Certificates, and (b) if applicable, the fees of the Credit Provider, the Issuer's allocable share of all Predefault Obligations and the Issuer''s Reimbursement Obligations (each as defined in the 'Trust Agreement) ,, if Any; and WHEREAS, pursuant to the Program the Underwriter will submit an offer to purchase the Note and the Nates issued by ether Issuers participating 'in the same Series all as evidenced and represented' by such Series of Certificates (which offer will specify, as designated in the Pricing Confirmation, the principal ' amount, interest rate and credit instrument (if any) )', and has submitted a form of purchase agreement (the 'Purchase Agreement") to the Board, which has been approved by the 'District; NOW, THEREFORE, the Board hereby finds, determines,; declares and resolves as follows': Section 1 Recitals. All the above recitals are true and correct and this Board so finds and determines. Sec i2n 2 AUt or a on of -IssuAnce. Solely for the purpose of 'antid,ipating taxes, income, revenue, cash receipts and other moneys to be received ;by the District for the general, fund of the District' attributable to Fiscal Year 1992-1993, and not pursuant to any common plan of financing of the District, the County hereby determines to and shall issue (for and on behalf of AaR84 MM 0 the District) a' note in the 'Principal Amount 'under Sections 53850 +, ;'fig, of the Act, designated the District-'s "2992-1993 Tax and Revenue Anticipation Note" (the ONote") , to be issued in the form of' one 'fully registerednote at the principal amount thereof, to be dated the date of its delivery to the .initial purchaser thereof, to mature (without option of prior redemption) not more than thirteen months thereafter on a`` date indicated on the face thereof and determined in the Pricing Confirmation (the *Maturity Date") and to bear interest, payable at maturity and computed upon the basis of a' 360-day year consisting of twelve' 30-day months, at 'a rate not for exceed ten percent (10%) per annum as determined in the Pricing Confirmation and indicated on the face of the Note (the "Note Rate") . If the Norte as evidenced and represented by the Series of Certificates is 'secured in whole or in part by a Credit'' Instrument and is not paid at maturity or is paid (in whole or in part) by a draw under or claim upon a Credit Instrument which draw or claim is not fully reimbursed on such date, it shall become a 'Defaulted Note (as defined in the Trust Agreement) ,, and the unpaid portion thereof (or the portion thereof with respect to 'which a 'Credit Instrument applies for which reimbursement on a draw or claim has not been fully made) shall be deemed' outstanding And shall continue to bear interest thereafter until paid at the Default Rate (as defined in the Trust Agreement) . If the Note as evidenced and represented by the Series of Certificates is unsecured in whole or in part and isnot fully paid at maturity, the unpaid portion' thereof (or ;the portion thereof to which no Credit Instrument applies which is unpaid) shall be deemed outstanding and shall continue to bear interest thereafter` until paid at the Default Rate. In each case set forth in the preceding two sentences, the obligation of the District with respect to such Defaulted Note or unpaid Note shall,' not be 'a debt or liability of the District prohibited by Article XVI, Section 18 of the California Constitution and the District shall not be liable thereon except to the extent of any available revenues attributable to Fiscal Year 1992-2993, as provided in Section' 6 hereof. The percentage of the Note as evidenced and represented by the Series of Certificates to which a Credit Instrument, if any, applies (the "Secured Percentage") shall be (i) equal to look, ,if the size of the Credit" Instrument is greater than or equal to the aggregate amount of principal of and interest on unpaid notes (or' unpaid portions thereof) comprising such Series or (ii) equal to the amount of the Credit Instrument divided by the aggregate amount of unpaid principal of and interest on notes (or portions thereof) , !expressed as a percentage, if the size of the Credit Instrument is less than the aggregate amount of unpaid principal of and interest on notes (or .unpaid ,Portions' thereof)' as of the maturity date. Both the principal of and interest on the Note shall be payable in lawful money of the United States of America, but only upon surrender thereof, at the corporate trust office of Bank of' America National 'Trust and Savings Association in San Francisco, California. The principal amount of the Note shall, prior to the issuance thereof, be reduced from the Maximum Amount of Borrowing w:Msarw.Wto specified above if and to the extent necessary to obtain an approving legal opinion of Orrick, Herrington & Sutcliffe ("Bond Counsel") as to the legality thereof and' the exclusion from gross incomefor federal tax purposes of interest thereon. jectian 3. F..= of Note. The Note 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. Section 4. Sale gf Note., Delegation. Any one of the Superintendent,' the Assistant Superintendent for 'Business, the business manager or' the;, chief financial officer of the District, as the case may be, or, in the absence of said officer, his or her duly appointed assistant (collectively, the "Authorized Officer") ,. is hereby authorized and directed to negotiate, with the Underwriter, an interest rate on' the'Note to the stated maturity thereof, which shall not exceed ten percent (10%) per annum and the purchase price to be paid by the Underwriter for- the Note as evidenced and represented by'the 'Series of Certificates, which purchase price shall be at a 'discount which when added to the D strictrs share of the costs of issuance shall not be more than two percent (2%) of the principal amount of the Nate, and, if such interest rate and price and other terms of the sale of the Note set out in the Pricing Confirmation are acceptable to said officer, said officer is hereby further authorized and directed to execute and deliver the pricing confirmation supplement to be delivered by the Underwriter to the District on a date within 10 days ofnegotiation of interest rate and purchase price during Fiscal Year 1992-1993 (the *Pricing confirmation"),, substantially in the' form presented to this meeting as ;,Schedule I to the Purchase Agreement, with such changes therein as said officer shall require or approve, and such other 'documents or certificates required to be executed and delivered thereunder or to consummate the transaction'. contemplated hereby or thereby, for and in the name and on behalf of the District. Any Authorized' Officer is hereby further authorized to execute and deliver, prior to the execution and delivery of the Pricing Confirmation, the Purchase Agreement substantially in the form presented to this meeting, with such changes therein as said officer shall require or approve, such approval to be conclusively evidenced by such execution and delivery: provided, however,,, that the Purchase Agreement shall not be effective until the execution and delivery of the Pricing Confirmation. Delivery of the Pricing confirmation by fax or telecopy of an executed copy shall be deemed effective execution and delivery for all purposes. if requested by said Authorized Officer at his or her option, any one of the chairperson of the board of trustees or board of education of the District, the General Manager of the District or the assistant thereto shall approve said interest rate and price' by execution of the Purchase Agreement and/or the Pricing Confirmation. A'WIWLU.MO Section_.5- DisP.ogition of',Proceeds of Note. The moneys received from the sale of the Note allocable to the District's share of the costs of issuance (which shall include any issuance fees in connection with' a Credit Instrument applicable to the Note, if any) shall be deposited, in the casts of Issuance Fund held and invested by the Trustee under the Trust Agreement and expended as directed by the Underwriter' on costs of issuance as provided in the 'gust Agreement. The moneys received from the sale of the Note (net of the District's share of the costs of issuance) shall. be 'deposited in the District's Proceeds Subaccount 'authorized to be 'created pursuant to, and held and invested by the Trustee under, the Trust Agreement for the District and said moneys may be used' and expended by the District for any purpose for which it is authorized to expend funds upon requisition from the Proceeds Subaccount as specified in the Trust Agreement'. The District has covenanted and agreed to replenish amounts on deposit in its Proceeds Subaccount to the extent practicable from any source of available funds; up to an amount equal to the unreplenishe+d withdrawals from such Proceeds Subaccount The Trustee shall transfer to the Payment Account (hereinafter defined) of the District from amounts on deposit in the Proceeds Subaccount on the first' day 'of each Repayment Month (as defined hereinafter) designated in the Pricing Confirmation, amounts which, taking into consideration'anticipated earnings thereon to be received by the Maturity Date, are equal to the percentages of the principal and interest due on the Note at maturity for the corresponding Repayment 'Month set forth in the Pricing Confirmation; provided, however, that on the first day of the next to last Repayment Month designated in the Pricing Confirmation, the Trustee shall transfer remaining amounts in the Proceeds Subaccount to the Payment Account, all as and to the extent 'provided in the Trust Agreement; provided, however, that with respect to the transfer in any such Repayment Month, if said amount in the Proceeds Subaccount is less than the corresponding ' percentage 'set forth in'the 'Pricing confirmation of the principal '' and interest due on the Note at maturity, the Trustee shall transfer to the Payment'Account of the District all amounts on deposit in the Proceeds Subaccount on the first clay of such Repayment Month. segtion 5. SouXce of-Payment. (A)' The principal amount of the Note, together with the interest thereon, shall be payable from taxes, income, revenue (including, but not limited to revenue from the state and federal governments) , cash receipts and other moneys which are received .by the District for the general fund of'' the District and are:attributable' to Fiscal Year 1992--1993 and which are available for payment thereof. As security for the payment of the principal of 'and 'interest, on the Note, the County, for and on behalf of the District, hereby pledges certain unrestricted revenues (as hereinafter provided) which are received by the District for the general fund of the District and are attributable to Fiscal Year 1932-1393, and the principal of the Note and the interest thereon shall constitute a ' A.UtEsotv.MG 6 first lien and charge thereon and shall be payable from the first moneys received by the District From such pledged revenues, and, to thelextent not so paid, shall be paid from any other taxes,' income, revenue;, cash receipts and other moneys of the District lawfully available therefor (all as provided for in Sections 53856 and 53857of the Act) . In order to effect this: pledge, the District has agreed and the 'County hereby agrees to the establishment and maintenance of' the Payment Account as a special fund of the District (the "Payment Account") by the Trustee under the Trust Agreement as the responsible agent to maintain such fund until ;,the payment of the principal of the Note and the interest thereon, and the District has agreed to cause to be deposited ('and shall request specific amounts from the District's funds on deposit with the Treasurer of the County for such purpose) directly therein the first amounts received in the months specified in the Pricing Confirmation as sequentially numbered Repayment Months (each individual month a "Repayment Month" and collectively "Repayment Months") (and any amounts received thereafter attributable to Fiscal Year 1492-1993) until the amount on deposit in such fund, taking into consideration anticipated investment earnings thereon to be received by the Maturity Date (as set forth in a certificate from the Underwriter to the 'Trustee) ', is equal in the respective Repayment' Months identified in the Pricing Confirmation to the percentages of the principal and interest due on the Note at maturity as specified in 'the :Pricing Confirmation. The number of Repayment' months determined in the Pricing Confirmation shall not exceed six and the amount of new money required to be deposited in any one Repayment Month as determined in' the' Pricing Confirmation ;shall not exceed forty percent (40,$) of the principal and interest clue on 'the 'Note' at maturity (such pledged amounts being hereinafter called the "Pledged Revenues") . The Authorized officer is hereby authorized to approve the determination of the Repayment Months And percentages' of the principal and interest due on the Note at maturity required to be on deposit in the Payment Account in each Repayment Month, all as specified in the 'Pricing Confirmation,.', by executing and delivering the Pricing Confirmation, such execution and delivery to be conclusive evidence of approval by; the District and such officer. In the event that on the tenth Business Day (as defined in the Trust Agreement) of each such Repayment Month, the District has not received sufficient ' unrestricted revenues to permit the deposit into the Payment Account of the full amount of Pledged Revenues to be deposited in the Payment Account from said unrestricted revenues in said month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the 'District' lawfully available for the payment' of the principal of the Note and the interest thereon, as and when such other moneys are received or ars otherwise legally available.' The term "unrestricted revenues" shall mean all taxes, income', revenue (including, ' but not 'limited to, revenue' from the state and federal governments) , cash receipts, and other moneys, intended as receipts for the general fund of the District and which are generally available for the A:rMOLUNRO 7 payment of current expenses and other obligations of the District. (B) Any moneys placed in the Payment Account shall be for the benefit of the owner of the Note and (to the extent provided in the Trust Agreement) and the 'Credit Provider, if any. The moneys in the Payment Account shall be applied only for the purposes for which the Payment Account is created until the principal of the Note and all interest thereon are paid or until provision has been made for the payment of the principal of the Note at maturity with interest to maturity (in accordance with the requirements for defeasance of the Certificates as set forth in ,the 'Trust Agreement) and (to the extent provided in the Trust Agreement) if applicable, the payment of all Predefault Obligationsand Reimbursement Obligations owing to the Credit Provider. (+C) On the Maturity Date of the Note, the moneys in the Payment' Account shall be transferred by the Trustee, to the extent necessary, to pay the principal of and interest on the Note or to reimburse the Credit Provider for payments made under or ,pursuant to the Credit Instrument. In the event that moneys in the Payment Account are insufficient to pay the principal of and interest on' the 'Note in full on the Maturity Date, moneys in the Payment Account shall be applied in the following 'priority: first to pay interest on the Note; second to pay principal of the Note; third to reimburse the Credit Provider for payment of interest, if any, on the Note; fourth to reimburse the Credit Provider for payment of principal, if any, of the Note; and fifth to 'pay any Reimbursement Obligations of the District and any of the District's pro rata 'share of' Predefalt obligations owing to the Credit Provider. Any moneys' remaining in or accruing to the Payment Account after the principal of the Note and the interest thereon and any' Predefault Obligations and Reimbursement Obligations if applicable, have been paid, or provision for such payment has' been made, shall be transferred by the Trustee to the District, subject to any other disposition required by the Trust Agreement, (D) Moneys in the Proceeds Subaccount and the Payment Account shall be invested by' the'Trustee pursuant to the "Trust' Agreement in the Investment Agreement (as defined, in the Trust Agreement) and other Permitted Investments (as defined in the Trust Agreement) as described in and under the terms of the Trust Agreement. The District has directed the Trustee'.to invest such funds pursuant to the Investment Agreement (which shall be with a provider rated in one of the two highest long-term rating categories by Standard &' Door's Corporation and the particulars of which pertaining to interest rate and investment provider will be set forth in 'the Pricing Conf rmation) and to enter into, the Investment Agreement on behalf of the District. The District's funds shall ' be accounted' for separately and the obligation of the provider of the investment Agreement with respect to the District w:u�sasv.r�sxa 8 under the Investment Agreement shall be severable. Any such investment by the Trustee shall be for the account and risk of the District and the District shall not be deemed to be relieved of any of its obligations with respect to the Nate, the predefault Obligations or reimbursement Obligations, if any, by reason: of such 'i.nvestment of the moneys in its Proceeds subaccount and 'Payment ,Account. Section 7. Ugoutio --of mote. Any one of the Treasurer of the County, or, in the absence of said officer, his or her duly appointed assistant, the Chairperson of the Board or the Auditor (or comparable financial officer) of the County is hereby authorized to execute the Nate by'manual or facsimile signature and the Clerk of the Board' or any Deputy Clerk is hereby authorized to countersign the Note by ,manual or facsimile signature. The Clerk of the Board or any Deputy Clerk is hereby authorized to affix the seal of the County to the Note either manually or by 'facsimile impression thereof. Said officers of the County ;are hereby authorized to cause the blank spaces of the Note to be filled in as may be appropriate pursuant to the terms of the Pricing Confirmation. Said officers are hereby authorized and directed to cause the Trustee, as registrar and authenticating agent, to authenticate and accept delivery of the Note pursuant to the terms and conditions of the Purchase>> Agreement and Trust' Agreement. Zn case any officer whose; signature shall, appear on any Note shall cease to be such officer before the delivery of such 'Note, such signature shall nevertheless be valid and sufficient for all 'purposes, the same as if such officer had remained in office until delivery. The Note shall have thereon ' a certificate of authentication substantially in the form hereinafter set forth duly executed by the Trustee and showing 'the date of authentication. The Note shall not be valid or obligatory for any ',purpose or be entitled to any 'security or benefit under this Resolution unless and until such certificate of authentication shall have been duly executed by the Trustee by manual signature, and such certificate of authentication upon any such Note shall be conclusive evidence that such has been authenticated and delivered under this resolution. The certificate of authentication on the Note shall be deemed to have been executed by the Trustee if signed by an authorized officer of the Trustee. gec ren 8 H2teR2cfjjjtratjon 31pd Tragi. (A) As long as the Note remains outstanding, the District shall maintain ' and keep at the principal corporate trust office of the Trustee books for the registration and transfer of the Note. The Note shall initially be registered in' the name of the Trustee, as trustee under the Program. Upon surrender of the Note for transfer at the office of the Trustee with a written instrument of transfer satisfactory to 'the Trustee, duly executed by the registered owner or' its duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, the County shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee, a' fully registered Mote. For every transfer of the Note, the County,, the District or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to the transfer, which sum or sums shall be ',paid by the person requesting such transfer as a condition precedent to the exercise of the ;,privilege of making such transfer.' (B) Subject to Section b of the Di'strict's Resolution, the County, the District and the Trustee and their respective successors may deem and treat the person in whose name the Note is registered as the absolute owner thereof for all purposes and the County,' the District and the' Trustee 'and their respective successors shall not be 'affected' by any notice to' the contrary, and payment of or on account of the principal' of the Note shall be made only to or upon the order of the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. ('C) Any Note ..may,: in accordance with its terms, be transferred, upon the bores required to be kept by the Trustee pursuant to the provisions hereof by the ,person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cance lation# Accompanied by delivery of a written instrument of transfer, duly executed in farm approved by the Trustee. (D) The Trustee will keep or cause to be kept, at its principal corporate trust office, sufficient books for the registration and transfer of the Note, which shall be open to inspection by the County and the District during regular business hours. ' Upon presentation for such purpose, the Trustee shall,' under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred,, on such books, the Note as hereinbefore provided. (E) If any Note shall become mutilated, the County, at the expense of the registered owner of such Note,; shall execute, and the Trustee shall thereupon authenticate and deliver a new Note of like tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the Trustee of the Note so mutilated. Every mutilated Note so surrendered to the Trustee shall be cancelled by it and delivered to or upon the order of, the County. If any Note shall be lost, destroyed or stolen, evidence of such 'loss: destruction or theft may be submitted to the. County,' the District and the Trustee and, if such evidence be satisfactory to them and indemnity satisfactory to 'them shall be given, the County, at the expense of the registered owner, shall execute, , and the Trustee shall thereupon authenticate and deliver a new Nate of like tenor and;number in lieu of and in substitution for the Note 'so lost, destroyed or A-XIM U.MG 10 stolen (or if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Trustee may pay the same without surrender thereof) . The Trusteed may require' payment of a sum not exceeding the actual cost of preparing each new Dote issued pursuant to 'this paragraph and of the expenses which may be incurred by the County and the Trustee in such preparation. Any Nate 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 (on behalf of the District) whether or not the Note so ' alleged to be lost, destroyed or stolen be at any time enforceable by 'anyone, and shall be entitled to the benefits of this Resolution with all other Notes secured;by this Resolution. Section 9. HUr2sentations. and covenants. :' (A) The County is a political subdivision duly organized and existing under and by virtue of the laws of the State of California and has all necessary power and authority to (i) adopt the Resolution and (ii) issue the Note on behalf of the District. (8) There is no action, suit, , proceeding, inquiry or investigation, at law or in equity, before or by any court, arbitrator, governmental or other board, body or official, pending or, to the bestknowledge of the' County, ',threatened against or affecting the County questioning the validity of any proceeding taken or to be taken- by the County in ;,connection with the execution, delivery and performance by the County of the Note or this Resolution,, or seeking to prohibit, restrain or enjoin the execution, delivery or performance by the County of any of the foregoing or which would have a materially adverse effect on the Countyls financial condition or results of operations or on the ability of the County to conduct' its' activities as presently conducted or as proposed or contemplated' to be conducted, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of, or the authority or ability of the County to perform its obligations under, the 'Note or this Resolution. (C) The County will not directly or indirectly amend, supplement, repeal,; or waive any portion of this Resolution (i) without the consent of the Credit Provider, if any, or (ii) in any way that would materially adversely affect the interests of the Nate holders or. Certificate owners. Any amendment, sup repeal or waiver orf any portion of this Resolution without the consent of the Credit Provider, if any, shall be void. (D) It is hereby covenanted and warranted by the County that all representations and recitals contained in this Resolution acre true and correct, and that the County and its appropriate officials have duly taken, or will take, ;all .' AARESOMUR 11 proceedings, necessary to be taken by them forthe levy, collection and enforcement of the fledged Revenues in accordance with law for carrying out the provisions of this Resolution. and the Note. Section 10. Xygntg fif Default and agiedies. If any of the following events 'occurs, it is hereby defined as and declared ''to be and to constitute an "Event of Default" (A) Failure by the County on behalf of the District to make the deposits to the Payment Account or any ether payment required to be paid hereunder on or before the date on which such deposit or other payment is due and payable; (B) Failure by the County on behalf of the District to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Resolution, for a period of fifteen (15) days after written notice, specifying' such failure and requesting that it be remedied, is given to the County and the District by the Trustee or the Credit' Provider, if applicable, 'unless the Trustee and the Credit Provider, if applicable, shall agree in writing to an extension of such time prior to its expiration (C) Any warranty,' representation or other statement by or on behalf of the County contained in this Resolution or in any requisition or any financial 'report or deficiency report delivered by the County on behalf of the District or in any instrument furnished' in compliance with or in reference to this Resolution or the 'Purchase', Agreement or in connection' with the Mote, is false or misleading in any material respect; (D) Any "went of Default" by ;the District under the terms of the resolution of the District authorizing the County' to issue the Note on its behalf. Whenever any Event of Default referred to in this Section 14 shall have happened and be continuing, ' the Trustee shall, in addition to any ether remedies ,provided' herein or by law or under the Trust Agreement,, have the right, at its option without any further demand or notice, to 'take one or any combination of the following remedial steps.- (1) . teps:(1) Without declaring the Mote to be immediately due and payable, require the District to pay to the Trustee, for deposit into the Payment Account of the District in the certificate Payment Fund under the Trust Agreement, an amount equal to the principal of the mote and interest thereon to!maturi.ty« plus all other amounts due hereunder', and upon notice to the District the same shall become A: axc�.aso 12 immediately due and payable' by the District without further notice or demand; and (2) Take whatever other action at; law' or in equity (except for 'accelerationof payment on the Note) may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to' enforce 'any other of its rights hereunder. Notwithstanding the foregoing, if the District's Note is secured in whole or in part by a Credit Instrument, as long as the Credit 'Provider has not failed to comply with its; payment obligations under the Credit Instrument, the 'Credit Provider shall have the right to direct the remedies upon any Event of Default hereunder so long as such action will not materially adversely affect the rights of any Certificate Omer, and the Credit Provider's prior consent 'shall be required to any remedial action proposed to be taken by the 'Trustee hereunder, except that nothing contained herein shall affect or impair the right of action of any owner of a Certificate to institute suit directly against the District to enforce payment of the obligations evidenced and represented by such owner's Certificate. If the Credit Provider is not reimbursed on the Maturity Date for the drawing or payment, as applicable,, used to pay principal of and interest on the; Note due to a default in payment on the Note by the District, as provided in Section 5.03 of the Trust Agreement, or if any principal of or interest on the Note remains unpaid after the Maturity Date, the Note shall be a Defaulted Note, the unpaid portion thereof or the portion' to which a Credit Instrument applies for which no reimbursement on a ' draw or claim has been made shall be deemed outstanding and shall bear interest at the Default Rabe until the District's obligation on'.the 'Defaulted Note is paid in full or payment is duly provided for, all subject to Section 6 hereof. Section 11. Trustee. The County hereby approves the appointment of the Trustee as paying', agent, registrar and authenticating agent for the Note. Payment of the Note by the Trustee shall be in accordance with the terms of the Note, this Resolution and the Resolution of the District requesting issuance of the Note. ae2tion12. Sale of Note. The Note as evidenced and represented by the Series of Certificates shall he sold to the Underwriter, in accordance with the terms of the Purchase' Agreement, hereinbefore approved'. agetion 13. or+� rel of Act. The aforementioned officers of this Board and the County are hereby authorized and directed to execute the Note and cause the 'Trustee to authenticate and accept delivery' of the Note, pursuant to the terms and conditions of the Purchase Agreement and the Trust A-ARM UAMO 13 Agreement. All actions heretofore taken by the officers and agents of the County or this Board with respect to the sale and issuance of the Note and partic,ipaticn in' the Program are hereby approved, confirmed and ratified and the officers and agents of the County and this Board are hereby authorized and directed, for and in the Mame and lon behalf of 'the 'County, to do any and all things and take any andall actions and execute any and all certificates, agreements' and lother documents which they, or any of them,, may deem 'necessary or advisable in order 'to consummate the lawful issuance and delivery of the Note in accordance with, and relatedtransactions contemplated by,. this Resolution. Section 14. =oceedjAga o s tate Contract. The provisions of the Note and of this Resolution' shall constitute a contract between the County and the registered owner of the Note and. the Credit Provider, if any, And >such provisions shall be enforceable by mandamus or any other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction, and shall be irrepealable. fegtion 15. Limited Liability.. Notwithstanding anything to the contrary contained herein or in the Note or in any other document mentioned' herein, the 'County shall .not have any monetary liability hereunder or by reason hereof or in connection with the transactions contempaited' hereby and the Note shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof. PASSED BY THE BOARD "'on May 5, 19.92 by the following vote-, AYES : Supervisors Powers, Fanden, Schroder, 'Torlakson, McPeak NOES: None ABSENT: Nene ABSTAIN: None 1 hereby certify that this to a trw and correct ow of an action taken and entered CM the minutes of the W20 of 8�5eru`i rs an the eta •horvn. ATTEMM PM1L8ATCkEL-M.t lOrk Of the Board Of sum and Oounty AdrWrfttrator by -00" A:UtZ90Lv.WG 14 EXHIBIT A FORM OF NOTE DISTRICT/ BOARD OF EDUCATION COUNTY OF CALIFORNIA 1992-1593 TAX AND REVENUE ANTICIPATION NOTE, [SERIES Data of Znteraet Rats A#turity DataQgiainal issue JFigst UgaymeatMonth &ecaI14 -Reganjnt Month Third Ropey nt Month i Notal of # (Total of # (Total of p�cipal 'and pr ncipal and —prIncipal and interest due on intarast due on interest duo on Note at maturity) mote at maturity) Note at maturity)]" REGISTERED OWNER: PRINCIPAL AMOUNT: FOR VALUE RECEIVED, the District/Board of Education designated 'above (the "District") , located in the County , designated 'above (the "County") , acknowledges itself indebted to and promises to pay to the registered owner identified above, or registered assigns, on the maturity elate set forth above, the principal sum specified above in lawful money of the United States of America, together with interest thereon at the rate of interest specified above (the "Note Rate") . Principal of; and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal 'tender for payment of private and public debts, such principal and interest to be paid upon surrender hereof at the principal corporate trust ' office of Rank of .America National Trust and Savings Association in San Francisco, California, or its successor in trust (the "Trustee") Interest shall be calculated on the basis of a 350-day year, consisting oftwelve 30-day months, in like; lawful money from the ;date' hereof until the maturity date specified above and, if funds; are not ,provided for, payment at maturity, thereafter on the basis of a 350-day year for actual days elapsed until payment in full of said principal sum. Both the principal ' if more than one Series is issued under `the 'Program in Fiscal Year 1992-1993. •• Number of Repayment Months and percentages to be determined in Pricing Confirmation (as 'defined in the Resolution) . of and 'interest' on this 'Note shall be payable only to the registered owner hereof upon surrender of this Note as the same shall fall due; provided, however, no interest shell be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. If the District fails to pay this Note when ,due or the Credit Provider (as defined in the Resolution hereinafter described) ,', if any, is not reimbursed in full for the amount drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution) to pay all ora portion of this Note on the dame of such payment, this Note shall become a Defaulted Note (as defined and with the consequences set forth in the Resolution) . It is hereby certified', recited and declared that this Note (the "Note") represents the authorized issue' of the Note in the aggregate principal amount made, , executed and given pursuant to and by authority,' of certain resolutions of the governing boards of the District and the County duly passed' and' adopted heretofore,' under and by authority of Article 7.6', (commencing with Section 53850) of Chapter 4, Part 1 Division 2, Title 5o the California Government Code (;collectively, the "Resolution") , to all of the provisions and limitations of which the owner of this Note, by acceptance hereof,', assents and agrees. The principal :of the Note, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the District for the general fund of the District and are attributable' to Fiscal Year 1992-1993. As security for the payment of the principal of and interest on the Note, the District has pledged the first amounts of unrestricted revenues' of the District received in the sequentially numbered. Repayment Months set forth on the face hereof (and any; amounts received thereafter attributable to Fiscal Year 1992-1993) until the amount on deposit in the Payment Fuad (as defined in the Resolution) in each such month, taking into consideration anticipated earnings thereon to be received by the maturity date, is equal to the corresponding percentages of principal of and interest due on the Note at masturity set forth on the face hereof (such pledged' amounts 'being hereinafter called the "Pledged Revenues'") , and the principal of the Note and the interest thereon shall constitute a first lien and charge 'thereon `. and shall be payable from the Pledged Revenues, and to the extent not so paid shall be paid from any other moneys of the District lawfully available therefor °as sat forth in the Resolution. The county is not liable for payment of this Note. This Note is not a general' obligation of the District and the full faith and credit of the District is not pledged to the payment of the principal or 'interest on this Note. This Note is transferable, as provided ,by the Resolution, only upon the books of the District kept at the office of the Trustee, by the registered owner hereof in person �: sotv. o A--2 or,, by its duly authorized attorney, upon Surrender of this Note for transfer at the office of the Trustee, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by 'the registered owner hereof or its duly authorized attorney, end upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer,- a fully registered Note will be issued to the designated transferee or transferees. ' The County, the District and the Trustee 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, the District and the Trustee shall not be affected by any notice to the contrary. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication and Registration hereon shall have been signed by the Trustee. It is hereby certified that all of 'the conditions, things and ;acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and that the amount Of this Nate, together with all other indebtedness of the District, ;does not exceed any limit prescribed by' the 'Constitution' or statutes of the State of California. IN WITNESS WHEREOF, the Board of Supervisors of the County has caused this Note to be executed by the manual or facsimile signature of a duly authorized officer of the County and countersigned by the manual or facsimile signature of its e: iv.)AO A-3 duly authorized officer and caused its official seal to be affixed hereto either manually or by facsimile impression hereon as of the date: of authentication set forth below.;, COUNTY OF By T tle: (SEAL) Countersigned By T t 'e: [STATEMENT OF INSURANCE] ' Tobe used only if Credit Instrument' is a policy of municipal band insurance.',. A:utesozv. eo A-4 SaI_M_'fi CERTIFICATE I, Jeanne 0, Ma lio, Chief , Clark of the Board of Supervisors of the County of anra osta , hereby certify as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of the County duly and regularly ,held at the regular meeting place thereof on the 5th day of May , 1992, of which meeting all of the siOrrs` of said ftar.d. of Supervisors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: Super{visofs Powers, Fanden, Schroder, Torlakson., McPeak Noss: None ABSENT: None An agenda of said meet n was posted at least 72 hours before said meeting at Lobby, 5 . Pine Street California, a TocatIon freely adOess ble to members of the public, and a brief general description of said resolution appeared on said agenda. 2' have carefully compared the same with the original minutes of said meeting on file and of record in my office; the foregoing resolution is 'a full, true and correct copy' of the original resolution adopted at said meeting and entered in said minutes; and said resolution hasnot been amended„ modified or rescinded since the date of its adoption, arra the same is now in full force and effect. Dated; Mav 5, 2992 Chief C14rk of the Board of sup ry sors of the County of Centra Costa [Bear A:W�lltiLtflLRf1