HomeMy WebLinkAboutRESOLUTIONS - 01011992 - 1992-304 - 03-31-92
COUNTY BOARD OF SUPERVISORS RESOLUTION
NAME OF COUNTY: Contra Costa RESOLUTION NO. 92/304
NAME OF SCHOOL DISTRICT': Walnut Creek Elementary School District
MAXIMUM AMOUNT OF BORROWING: $3,;,250j000
RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS
FOR FISCAL: YEAR 1992-1993 AND THE ISSUANCE AND SALE OF A
1992-1993 TAX AND REVENUE- 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 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 the Hoard 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. 92/304
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 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 53556 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 Nate 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 Cartificates") 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 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;
WHEREAS, as additional security for the owners of the
Certificates, ala 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 creditor 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 Nate 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
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) , ' iaf 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 . Recitals. All the above recitals are true
and correct and this Board so finds and determines.
Sect M. 2. A11thorzap of Is e. 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 1393-1.993, 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
ILt fig. of the Act, designated the District-s "1992-1.993 'Tax 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
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 to 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 Nate 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 Mate (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' continua to bear
interest thereafter'until paid at the Default hate. 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 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 payables 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:. shah., 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 the legality thereof and the exclusion from grass
income for federal tax purposes of interest thereon.
Section I. XOKM of Note. The <Note shall be issued in
fully registered form without coupons and shall be substantially
in the 'fors' 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 gt 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 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 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 of negotiation of interest rate
and purchase price during fiscal Year 1992-1993 (the "Pricing
Confirmation") , substantially in the form presented to this
meeting as Schedule 'S 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'.
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Section pis off+ s iti on of Proceeds of Note. The
moneys ,received' from the safe. 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 Nate, 'if any) shall be deposited in the Costs
of Issuance Fund head 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 'D.istrict"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.
Section 6. Source 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 ofthe principal of andinterest 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 1992-1993, and the
principal of the Mote 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 53957 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 "Repayment Months'") (and any amounts
received thereafterattributable' 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 Bate (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 (404) 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 Dote 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 are
otherwise legally available. The team "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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payment of 'current expenses and other obligationsof the
District.
('R) Any moneys placed' in the payment Account shall be
for the benefit of the owner of the Dote 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 Mote and all interest thereon are paid or until
provision has been made for the payment of the principal of the
Nate 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 Bate, 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 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 ether 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 & Poor-Is 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 Cistrictfs
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
Predefault Obligations or Reimbursement obligations, if any: by
reason of such investment of the moneys in its Proceeds
Subaccount and Payment Account.
Section 7 Execution sof 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 o€ficer)`' 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 Clark 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 o
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. In case any officer whose"
signature shall appear on any Nate 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 dateof authentication. The Note
shall not be valid or obligatory for any purpose or be entitled
to''any ;security' oar 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.
Section A. Nato RegistrAt on and Transfer.: (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
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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
mare 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 6 of the District's Resolution,
the County., the District and the Trustee ..and their respective
successors may deer 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 Nate 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 t3istrict 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 gate, shall execute,
and the Trustee shall thereupon authenticate and deliver anew'
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 Nate 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 maybe
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 del'iver' y new Note of like tenor and number in
lieu of and in substitution for the mote so 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
pay 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 may be incurred by the County and the Trustee in such
preparation. Any .Mote .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 untitled to the benefits of
this Resolution' with all other Notes' secured by this Resolution.
Section 9 pXjaentationss 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 as proposed or contemplated to be conducted.. wherein
an unfavorable decision,' ruling or finding would materially
adversely affect the validity or enforceability o , 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' thie consent of the Credit Provider, if any, or
(ii) in any way that would materially adversely affect the
interests of the Dote 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 officials have duly taken, or will take, all
A;lRPSfJLU.MO
proceedings necessary to be 'taken by them for the levy,
collection 'and enforcement of the Pledged Revenues in accordance
with law for carrying out the provisions of this Resolution and
the Note.
Section 19. Eyepts Qf:. Refault and 'Remedies.
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 other
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 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 'providers' 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) Without declaring the Note 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 Note and interest
thereon to maturity, plus all other 'amounts due hereunder,
and upon notice to the District the ;,same shall become
A:UtB9OLU.MRG 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 acceleration of payment on the Note) may
appearnecessary 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 Owner, 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 Nate, 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 Rate 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 il. Tustee. 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 Nate, this
Resolution and the Resolution of the District requesting issuance
of the Note.
822tion 12. Sale of Note. 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.'
iftction 13. AggrQva1 of Agtions. The aforementioned
officers of this Board and the County are hereby authorized and
directed to 'execute the Vote 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
w: sovtr 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' tha Note and participation in the' Program 'are hereby
approved, confirmed and 'ratifiedand the 'officers; and agents of
the County and this Board are hereby authorized and directed, for
and in the name and on behalf of the County, to do any and all
things and takeany and all actions and execute any and all
certificates, agreements and other documents which they, or any
of 'them,, may deem necessary or advisable in order' to Aconsummate
the lawful issuance "and =delivery of the Vote in accordance with,
and related' transactions contemplated by, this Resolution.
Section 14. ProceSdings Constitute Qgntract. 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.
Section 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 hereunderor by reason hereof or in
connection with the 'transactions" contemplated hereby and the Nate
shall be payable solely from the; moneys of the District available
therefor as set' forth in Section 6 hereof,
PASSED BY THE HOARD on May 5, 199-2 by the following vote;
AYES: Supervisors Powers , Fanden, Schroder Torlakson,
McPeak
NOES: None
ABSENT; None
ABSTAIN; None
I hereby oerft that this IS a trw and cornett OW of
an action taken OW entered on the ranutes of the
soe►r!'of$upe on the Shown.
AVESTM
PHIL SATCHEL ,Clerk of the SOM
of Supervisors and County AdMIWAMW
6y ,
0epuri
�.ut> zx�.t.€urt 14
.................................................................................................. .
EXHIBIT A
FORM OF NOTE
DISTRICT/ BOARD OF EDUCATION
COUNTY OF , CALIFORNIA
1392-1093 TAX AND REVENUE ANTICIPATION NOTE, [SERIES
Dat* of
113jerest-Rate Maturity Date oriainaY 2l sue
I1"irst Repayment Month sjjc2ad ?,goth Third Res tyment Month
{Total of # (Total of $ (Total of
nc .pal and principal and p�neipal and
interest due on interest due on interest due on
Nate at maturity) Note at maturity) Nate 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 date 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 "Date 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 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
360-day year, consisting of twelve 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) .
A:lRES�fLU MItCi 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 fell due; provided, however., no interest shall be payable
for any period after maturity during whish the holder ...hereof
fairs 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
or a portion of this Note on the date of such payment this Note
shall become a Defaulted Notre (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, executedand 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,f; the: "Resolution"') ,
to all of the provisions and limitations of which the owner of
this mate, 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 1952-1993. 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 1092-1993) 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 Nota at maturity set forth
on >>the :face hereof (such pledged' amounts being hereinafter called
the "Fledged 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 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
A.ixsr��vc� 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 farm
satisfactory to the Trustee duly executed by the registered owner
hereof 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, 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 ether
purposes, and the Gauntly, 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 Inas 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
Ar1RMLU.NM A-3
duly authorized officer and caused its official meal to be
affixed hereto either manually or by 'facs .mile impression hereon
as of the date of authentication 'met 'forth below.
COUNTY OF
BY
Title:
(SEAL)
Countersigned
BY
Title:
[STATEMENT OF INSURANCE]'
To be used only if Credit Instrument is a policy of
municipal band insurance.
AMMM A-4
CMTIFICATE Of AUTHMI RATION
This Note is the Note mentioned in the within-mentioned
Resolution authenticated on the following date:
HANK OF AMERICANATIONAL TRUST AND
SAYINGS ASSOCIATION,
as Trustee
BY
AUTHORIZED OFFICER
ASSIGNMENT
For Value Received, the undersigned,
, hereby sells, ass ins and
transfers unto (Tax
Identification or goo al Security No ) the
within Note' and' all rights thereunder, and hereby rrevocably ;
constitutes and appoints " attorney to
transfer the within Note on the books kept for registration
thereof, with full power of 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 Note i
every particular, without alteration
or enlargement or any change whatever.
Signature Guaranteed:
NOTICE: Si.gnature(s) must be quaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or
trust company
w: sour.ac A-5
Se `S C=IFICATE
Jeanne D, Maglio, Chief , Clerk of'; the `Board
of Supervisors of theC my of 7 contrasts , .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 ac egularly held at the regular
meeting place thereof on the 5th day of Ma 11992,
of 'which meeting all of the members of :said 8oardof Muperviscrs
had due notice and at which a majority thereof were present, and
at said meeting said resolution was adopted by the following
vote:
AYES: Supervisors Powers, Fadden,, Schroder, Torlakson McPeak
NOES: None
ASSENT-. None
An agenda of said meeti.n was posted at least 72 hours
before said meeting:at Lobby, 65? Pine Street
r
California, a locat cin freely
access 'blo to members ofthe' 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 adapted at said meeting and centered 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.
Dated: Mav 5, 1992
: - - Chief
erk of the Boar of Sup ry sors
of the County of C�rntra Costa
[Seal]
w:�asc►:.v. ,o