HomeMy WebLinkAboutRESOLUTIONS - 01011992 - 1992-303 .. ..
03-31-92
COUNTY BOARD OF SUPERVISORS RESOLUTION
NAME OF COUNTY Contra: Costa RESOLUTION NO. 92/303
NAME OF SCHOOL "DISTRICT` Orinda Union Elementary School District
MAXIMUM AMOUNT "OF BORROWING: $2,500,000
RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS
FOR FISCAL YEAR 1992-1993 AND THE ISSUANCE AND SALE OF A
1992-1993 TAX AND REVENUE'' ANTICIPATIONNOTE 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 53858, 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 theBoard 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,
does 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;
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RESOLUTION NO. 92/303
WHEREAS, the District has found and;, determined that no
money has heretofore been borrowed by or on behalf of the
District through the issuance of- tax anticipation nates or
temporary nates 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 CorporationCash 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 Sank 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 11 1992 (the "Trust' Agreement")
WHEREAS, the Program requires the Trustee, pursuant to
the Tryst Agreement, to execute and deliver the Certificates
evidencing and representing proportionate' undivided interests in
the payments of principal 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 issued by 'other Issuers comprising such Series;
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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 or 'may '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 (collectively, 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 investment' agreement 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
farm of Trust Agreement, type of Credit Instrument and
corresponding Credit Agreement determined in the Pricing
Confirmation;
WHEREAS, pursuant to the Program each pa►rticipating',
Issuer will be responsible for its share of (a) the fees of the
Trustee and the casts 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 'Notes issued by
other 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.
Sogti2 2 A th2ri anon of Issuance. Solely for the
purpose of anticipating taxes, income, revenue, cash receipts and
other moneys to be received by the District for the general fund
of the District' 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
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the District) a; note in the Principal Amount under sections 53850
" seer. of the Act, designated the District's "1992-1993 True and
Revenue Anticipation Note" (the *Note'%, to be issued in the form
of one 'fully registered 'note' at the principal amount thereof,, to
be dated the date of its delivery to 'the 'initial purchaser -
thereo , to mature (without option of prior redemption) not more
than thirteen months thereafter on a data indicated on the face
thereof and determined in the Pricing Confirmation (the "Maturity
Date") , and to hear interest„ payable at 'maturity and computed
upon the basis of a 360-day year consisting of twelve 30-day
months,:, at a rate not to exceed ten percent (lot) per annum as
determined in the Pricing confirmation and indicated on the face
of the Note (the "Note Rate"') . If the Note 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 shell 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
is not '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 1992-1993, 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 loot, 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 mount of the Credit
Instrument divided by the aggregate amount ofunpaid 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 motes (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 Rank 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
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specified above if and to the extent necessary to obtain an
approving legal opinion of Orrick, Herrington, & Sutcliffe ("Bond
Counsel") as to' thelegality thereof and the exclusion from gross
income for federal tax purposes of interest thereon.
ag tion 3 Form of Ngtg. The Mote shall be issued in
fully registered form without coupons and shell 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. Sa p.,. of goe, 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 District's share of the costs of issuance shall ;
not be more than two percent (2$') of the 'principal amount of the
Note, and, '''if such interest 'rate' andprice 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
Ceneral 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.
fiection,5. DispositionThe
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 CreditInstrument
applicable to the Note, if any) shall be deposited in the Costs
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 Trust 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 unreplenished 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 day of such
Repayment Month.
,agction...6_ figu `ce of P=!%nt• (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
Nate, the County, for and on behalf of the District, hereby
pledges' certain unrestricted revenues (as' hereinafterprovided)
which are received by the District for the general fund of the
District and are attributable to 'Fiscal Year 1992-1993, and the
principal of the Note and the interest thereon shall constitute a'
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first lien and charge thereon and shall be payable from the first
moneys received by the District from such pledged revenues, and,
to the extent 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 51,857 of 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 ',$$Repa.yment Months") (and any amounts
received thereafter attributable to Fiscal year 1992-1993):' 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 due
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 saki 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 are
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
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paymentof 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 end (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
Obligations and 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 'Predefault Obligations owing to
the Credit Provider. Any moneys remaining in or accruing to this
Payment' Account after the principal of thea Note and the interest
thereon and anyPredefault 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 InVastmente (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 ratting
categories by Standard &'' Pcor's Corporation and the particulars
of which pertaining to interest rate and investment provider will
be set forth in 'the Pricing confirmation) and to enter' into the
Investment Agreement on behalf of the District. The D'istrict's
funds shall be accounted for separately and the obligation of the
provider of the 'Investment Agreement with respect to the District
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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 Note, the
PredefiUlt obligations or Rainbursoment. Obligations, if any; by
reason of such investment of theMoneys in its Proceeds
Subaccount and Payment Account.
Sectj2n_j. ZXecution of Note. 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 Note 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 anyDeputy Clark 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 andaccept delivery of the
Note pursuant to the terms and conditions: of the Purchase
Agreement and Trust Agreement. In 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 validand 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 authenticati on. The Note
shall not be valid or obligatoryfor any purpose or be entitled
to any security or benefit under this Resolution unless and until
such certificate of authentication shall .have beenduly 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.
Sertion 8. Note Regjs%raj;jgn apd. TXa;araf er.. (A) As
Mote s
long as the Notremainoutstanding, the District *hall 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. Uponsurrendet 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
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and the Trustee shall authenticate and deliver, in the name of
the designated transferee, a fully registered Note. 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.'
(8) Subject to Section b of the Districts 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 'sura or mums so paid.
(C) Any Note may, in accordance with its terms, be
transferred' upon the books 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 cancellation, accompanied by delivery
of a written instrument of transfer, duly executed in form
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 transferor cause to be registered or transferred, on such
books, the Note as hereinbefore provided..
(E) If any Nate 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 last, 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 satisfactor 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 Note of life tenor and number in
lieu of' and lin substitution for the Note to lost, destroyed or
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stolen (or if any such Note shall have matured or shall be about
to mature, instead of issuing a substitute Note, the Trustee may
gay the same without surrender thereof) . The Trustee may ;require
payment of a sum not exceeding the actual cost of preparing each
new Note issued pursuant to this paragraph and of the expenses
which maybe incurred by the County and the Trustee in such
preparation. Any Note issued under these provisions in lieu of
any Note alleged to be lost, destroyed, or stolen shall constitute
an original' additional contractual obligation on the part of the
County ! (on behalf of the District) whether or not the Note so
alleged to be lest, destroyed or stolen be at any time
enforceable by anyone, and shah. be entitled to the benefits of
this Resolution' with all other Notes secured by this Resolution.
Section 9yresentati2ns 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.
(B) 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 best knowledge 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 County's financial condition or results of operations or on
the ability of the County to conduct its activities as presently
conducted or ars proposed orcontemplated 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 Note holders or Certificate owners. Any
amendment, supplement, repeal or waiver of 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 are true and correct, and that the County and its
appropriate' officiAla have duly taken, or will take, all
A:WeWLU.aeo 11
............
proceedings necessary to be taken by then for the levy,
collection and enforcement of the Pledqed,.Revenues in accordance
with law for carrying out the provisions of this Resolution and
the Note.
Section 10. ZAD%g Qf IDSlag1j; And: RUSdigs.
Ifanyof the following events I occurs, it is.hareby
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 other
payment required to be paid hereunder on or before the date
on which such deposit or other payment is due and payable;
(9) 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;
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 Note, is false or misleading in any
material respect;
(D) Any "Event 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 10 shall have happened and be continuing, the Trustee
shall, in addition to any other 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
combina<tionl of the following remedial steps.-
(1) Without declaring the Note to be immediately
duo and payable,, require the District to payto 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,:Xote and interest
thereon to maturity,, plus all other amounts due hereunder,
and upon notice to the District thetame shall become
A:WIWLU.MRO 12
..................-.....
..........
immediately due and payableby the District without further
notice or demand* and
(2) Take whatever other action at law or in
equity (except for 'acceleration of 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 tights hereunder.
Notwithstanding the foregoing, if the District's Note
is secured. in whole or in part by a CreditInstrument, 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 towner, and the
Credit Provider's prior consent shall be requiredto 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 ofla Certificateto 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 paynent,, 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 outs,tandinq and shall
bear interest at the Default Rate until the District's obligation
on the Defaulted Kote. is paid in full or payment is duly provided
for, all subject to Section 6 hereof.
Section 11. TrUst!je- The County hereby approves the
appointment of the Trustee as paying agent, registrar and
authenticating agent for the Note. Paja4int 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.
Sggti2a 1.2. SAjo-...of jote, The Note as evidenced and
represented .by the Series of Certificates.shall be sold to the
Underwriter, in accordance with the terms of the Purchase
Agreement,, hereinbefore approved.,
,Section 13. AWroval gt Agtions. The aforementioned
officers or 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
13
........... .
................
Agreement. All actions heretofore taken by the officers and
agents of the County.:or this Board with respect to thesale and
I
issuance of the Note and participation in the. Program are hereby
approved confirm 4. and 'ratified' and the off icers, andgen a 'te of
authorized
the County And this Board are hereby auth d and directed,, for
and in the name and onbehalf of the County, to do any and all
, things and take' any and all actions and execute any and all
certificates, agreements and other documentewhich they., or any
.of them, may. deem. necessary or advisable in order to consummate
the lawful issuance anddalivery: of the Note in accordance with,
and related transactions contemplated by,, this Resolution.
SActign 11. Proceedingg congtitgta ContrAgt. The
provisions, of the Vote and of this Resolution shall constitute a
contract between the. 0 ounty and the registered owner of the Note
and the Credit Provider, ifanyl and such, pr*vislons 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.
Section 15. Limited Liability. Notwithstanding
anything to the contrary contained herein. or in the Not a or in
any other document mentioned herein, the County sha 11 not have
any monetary. 1tabilityhereunder or reason hereof or in
connection with the transactions contemplated hereby and the Note
shall be payable 00161Y 'from the moneys of the District available
therefor as set forth in section 6 hereof.
PASSED BY THE BOARD on May 5, 1992 b-_%7 the following vote:
AYES: Supervisors Powers, Fanden, Schroder, Torlakson,
McPeak
NOES: None
ABSENT: None
ABSTAIN; None
I hereby cefft that this Is a two and oorroa copy of
an smion toen and smsrOd on ft Olnutss Of MO
6080 of supero M on tW phoft.
ATTES
F"L806KIELCk Ctsrk Of the' Osr'd
of suwvwm.and County Administr8tor
by r. 1.00putv
AMMMU.MO 14
...................................... ... .. ................... ........
EXHIBIT k
FORM OF NOTE
DISTRICT/ BOARD OF EDUCATION
COUNTY OF CALIFORNIA
1992-1093 TAX AND REVENUEA NTICIPATION NOTE,
[SERIES
Date of
Interwal B"s Xaturi%y R&tj oricinal-,
(First Begay.ment.Month Sacond: ft2gnjat Month Third 8"AMnt:-Month
(Total of # (Total of (Total of
=pzncipal, and =prncipal and —pr7lacipal and
interest due on interest duo on *at duo on
Not* at maturity) Not* at maturity) Note at maturity))
REGISTERED OWNER:
PRINCIPAL AMOUNT:
FOR VALUE RECEIVER, the D16trict/Board of, Education
designated above (the "District") , located in the County
designated above (the "County") , acknowledges itself indebtedto
and promises to pay to the registered owner identifiedabove, or
registered assigns, on the maturity date set forth Above, the
principal sum specified above in lawful of the United
States of America.,, together with .,intereat thereon at the rate of
interest specified above (the "Nate Rate') . Principal of-and
interest on. this Note are payable in such coin or currency of the
United States as at the time ofPAym ent 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 Bank 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
36.0-day year,, consisting of twelve 34-day months, in like lawful
money from the date hereof until the maturity date specified
above and., if fundsare not provided for 'payment at maturity,
thereafter an the basis of a 360"day year for act ay elapsed
oil days
until payment in full of said principal sum. Both the principal
If more than one Series is issued under the Program in
Fiscal Year 1402-1993.
Number of Repayment Months and percentages to be determined
in Pricing Confirmation (as defined in the Resolution) .
A:UUMOLUNRO A-1
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 shall be payable
for any period after maturity during which the holder hereof
fails to properly present this Nate for payment. If the District
fails to pay this Nate 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
or 'a portion of this Note on tha date 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 Mote 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 5 of
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'andTare attributable to Fiscal
Year 1992-1393. As security; for'the ;payment of the principal of
and interest on the Nate, 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
Fund (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 Nate at maturity ,set ';forth
on 'the faoe' 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 set forth 'in the Resolution. The
County is not liable for payment of this Note.
This mote isnot 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 Mote 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
.............
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, fo,rm
satisfactory to.the Trustee duly executed.' by the registered owner
hereof or its duly authorized attorney,, and upon ,
pay"ntof'any
tax, fee or other governmental charge required to be paid iwith
respect to such transfer, a fully registered Note will be issued
to the Aesignated transferee or transferees.
The County, the District and the Trustee may deem and
treat the registered owner hereof as theibsolute owner hereof
for the purpose of receiving payment .of or on account of
principal hereof and interest due here.on. 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
d .have been pe.rf OrMed in due time, form
.and manner as required by the Constitution and statutes of the
State of California and that the amount of this Note, together
with all otherrindebtedness of the Distar i.ct$ does not exceed any
limit prescribed by the Constitution or statutes of the State of
California.
IN WITNESS WHE"Or, the Board of Supervisors of the
County has caused this Note to beexecuted. by the manual or
facsimzilesignature of a duly authorized officer of the County
and countertigned by the manual or facsimile signature of its
AABSOLUAMO A-3
.... ...... ........
duly authorized. officer and caused its official seal to be
affixed hereto either manually of by facsimile impression hereon
as of the date of authentication :90t forth below.
COUNTY OF
By
Title:
(SEAL)
Countersigned
By Title:
[STATE14ENT OF INSURANCE]*
To be used ,,.only. if Credit .Instrument- is a policy of
municipal bond. insUrance.
A-4
................:---.........
C=1EI=E QF 'AUTHSHTW REG15=I4N
This Wote its the Note mentionedin the within-mentioned
Resolution authenticated' on the following date:
BANK of AMERICA NATIONAL TRUST AND
,SAVINGS ASSOCIATION
as Trustee
BY
AUTHORIZED OFFICER
ASSIGNMENT
For Value Received, the undersigned,
hereby sells, ass gni and
transfers unto (Tax
Identification of soclal secur ty No. )' the'
within mote and all rights thereunder, an hereby irrevocably
constitutes and appoints attorney to
transfer the within Note on the books kept for registration
thereof, with full powerof substitution in the premises.
Dated:
NOTICE: ' The signature to this assignment must
correspond with the name as it appears
upon the face of the within Nota in
every particular, without alteration
or enlargement or any change whatever.
Signature Guaranteed:
NOTICE: ' Signature(s) must be guaranteed .by
a'member firm of the New York stock'
Exchange ora commercial bank or
trust company.
w�xnsot a A-5
CLERV S C=IFIC=
I, Janne tJ. Ma 1io, Chief , Clerk of the Soard
of Supervisors of the County of Contra Costa , 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 dul rind regularly held pct the regular
meeting place thereof on the 5th day of May , 1992,
of which meeting all cif the members of said S� oard sof Supervisors
had due notice and at which a majority thereof were present; and
at' said me�etinq said resolution was adopted by the following
vote:
AYES: Supervisofs Powers, Fanden', Schroder, Torlakson, McPesk
xaES: None
ABSENT: None
An agenda of said meetin was posted at least 72 hours
before said meeting at Lobby, 51 Pine Street
Cal fornx.a, a location freely
accessible to ii-RE-erg of the public, and a brief ',general
description of said resolution appeared on said agenda.
I 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 has not been amended, modified or
rescinded since the date of its adoption, and the same is now in
full force and effect,
Bated' May 5, 1992
Chief
CAk6k of the Board of Sup ry sors
of the County of Contra elosto
[Seal]
AMMMU.a o