HomeMy WebLinkAboutRESOLUTIONS - 01011993 - 1993-273 11056.03 JHHW:BDQ:ncc' 04126/93
RNALF40RADOPTIOK 05/05/93
(`ANTRA C09TA C ,
RESOLUTION NO.
RESOLUTION PROVIDDING' FOR THE BORROWING OF FUNDS IN THE
NA14E OF THE ACALANES UNION HIGH SCHOOL DISTRICT FOR
FISCAL. YEAR 19934994 AND THE ISSUANCE AND SALE OF 1993 TAX'
AND RE'V'ENUE z ANTICOATIONNOTES THEREFOR
RESOLVED,by the Beard of Supervisors,,of Contra Costa County,California,as follows.
WHEREAS,pursuant to Article 7.6(commencing with section 53850)of Chapter 4 of Pan
1 of Division 2 of Title 5 of the California Government Code (the "Law"), school districts
organized and existing under the laws of the State of Cal forr&we ai thtrrized to borrow money by
the issuance of temporaryi notes,the proceeds,of which n-ay be used and expended for any purpose
for which the school district is authorized to spend moneys;and
WHEREAS, pursuant to the Law, such notes may be issued in the name of such school
districts by; the board of supervisors of the county, the county superintendent of which has
jurisdiction over such school district,as soon as possible following receipt of a resolution of the
governing board of such school district requesting such borrowing,
WHEREAS, the Board of Trustees of the Acalanes [Inion High School District (the
"District')has heretofore adopted its resolution on May 19,, 19,93.,finding and determining that it is
desirable that the District borrow fiends in an amount not,to exceed$8,000,b00 with respect to the
fiscal year 19931994 for authorized purprses of the District, and requesting that the Board of
Supervisors(the"Board")of Contra i Costa County (the;"Comity") `o r that purpose authorize the
issuance ofland offer for sale tax and revenue anticipation notes in the name�e District in the
principal amount of not to exceed$8,000,000,under and pursuant to the provisions of the Law,
and
NOW,"THEREFORE,it is hereby DETERM3NED and ORDERED as follows:
Section I.$ecitali True and C„o�e;`t.All of the recitals herein set forth are true and correct
and the Board so finds and determines.
Section 2.konroyia cid Reageg of n;stdct.The Board hereby approves the request of the
District for the Board-to issue notes in its name.
Beerier 3,1 j=J14on all M =rAM.—, The principal amount of notes rued pursuant
hereto,when added to the interest ayable thereon.shad not exceed eighty five perm Sic) of
the estimated amount of the uncollected taxes,revenue and other moneys of the District for the
general fund of the District attributable to Fiscal"Year 1993-1994,and ava lable for the payment of
said nates and the interest thereon(as hereinafter provided).
Section 4. A,�r. �,a�natiu a'''=t Tof Notes. Solely for the payment of current expenses,
capital expenditures and other obligations payable from the general fund of.District during or
allocable to Fiscal Year 1993.4 994,and not pursuant to any common lan of financing,the Board
hereby determ nes to and shall borrow the a8gregate prim earn o not to exceed eight million
dollars ($8,000,()00) in the name of the Distnc€. Such borrowing;shall be by the issuance of
temporary notes under the Law,designated"Acalanes Union High School District(Contra Costa
County, California) 1993 Tax and Revenue Anticipation Notes"(the"Notes").The Notes shall be
dated as of their date of delivery, shall mature(without option of prior redemption) 364 days after
such date of delivery,and shall bear interest from their date,payable at maturity and computed on a
30-day mondv360-day year basis. Both the principal of and interest on the Notes shall be payable
in lawful money of the United States of America,as described below.
Section 3. Form''of Notts: Book Enja OnLy Sv. ern. The Notes shall be issued in fully
registered form,without coupons,and shall be substantially in the form and substance set forth in
Exhibit A attached hereto and by reference incorporated herein,the blanks in said form to be filled
in with appropriate words and figures.The Notes shall be numbered from 1 consecutively upward,
shall be in the denomination of$1,000 each or any integral multiple thereof.
"CUSP"identification numbers shall be imprinted on the Notes,but such numbers shall
not constitute a part of the contract evidenced by the Notes and any error or omission with respect
thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the
Notes. In addition, failure on the part of the Board to use such CUSIP numbers in any notice to
registered owners of the Notes shall not constitute an event of default or any violation of the
Board's contract with such registered owners and shall'not impair the effectiveness of any such
notice.
Except as provided below, the owner of all of the Notes shall be The Depository Trust
Company,New'York,New York{"DTC") and the Notes shall be registered in the name of Cede
& Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a
single fully registered Note in the full aggregate'principal amount of the Notes. The Board may
treat DTC(or its nominee)as the sole and exclusive owner of the Notes registered in its name`for
all purposes of this Resolution, and the Board shall not be affected by any notice to the contrary.
The 'Board shall' not have any responsibility or obligation to any participant of DTC (a
"Participant"),any person claiming a beneficial ownership interest in the Notes under or through
DTC'or a Participant,or any other person which is not shown on the register of the Board as being
an owner,with respect to the accuracy of any records maintained by DTC or any Participant or the
payment by DTC'or any Participant'by DTC or any Participant of any amount in respect of the
principal or interest with respect to the Notes.The County Treasurer,as paying agent, shall pay all
principal and interest with respect to the Nates only to DTC,and all such payments shall be valid
and effective to fully satisfy and discharge the Board's obligations with respect to the principal and
interest with respect to;the Notes to the extent of the sum or sums so paid. Except under the
conditions noted below,"no person other than DTC shall receive a Note.Upon delivery by DTC to
the Board of written notice to the effect that DTC has determined to substitute a new nominee in
place of Cede& Co.,the term"Cede&Co."in this Resolution shall refer to such new nominee of
DTC
If the Board determines that it is in the best interest of the beneficial owners that they be
able to obtain Notes and delivers a written certificate to DTC to that effect,DTC shall notify the
Participants of the availability through DTC of Notes. In such event,the Board shall issue,transfer
and exchange Notes as requested by DTC and any other owners in appropriate amounts.DTC may
determine to discontinue providing its services with resect to the Notes at any time by giving
notice to the Board and discharging its responsibilities with respect thereto under applicable law.
Under such circumstances (if there is no;successor securities depository), the Board shall be
obligated to deliver Notes as described in this Resolution.Whenever DTC requests the Board to do
so,the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a)
make available one or more separate Notes evidencing,the Notes to any DTC Participant having
Notes credited to its DTC account:or (b) arrange for another securities depository to maintain
custody of Certificates evidencing the Notes.
.2.
Notwithstanding any other provision of this Resolution to the contrary, so long as any
Note is registered in the name of Cede& Co.,as nominee of DTC,all payments with respect to the
principal and interest with respect to such Note and all notices with respectto such Note shall be
made and given,respectively,to DTC as provided in the representation letter delivered on the date
of issuance of the I+Totes.
Section 6.Lice of'Emmds The moneys so borrowed shall be deposited in the Treasury of
the County in a proceeds fund to the credit of the District to be withdrawn,used and expended by
the District for any ase for which it is authorized to expend funds from the general and of the
District,includin*,Utt not limited to cumnt expenses,capital expenditures and the discharge of
any obligation or indebtedness of the District.
Section 7.Sr&wity. The principal amount of the Motes,together with the interest thereon,
shall be payable from taxes,revenue and other moneys which are received by the District for the
general fund of the District for the Fiscal Year 1993-1994. As security for the payment of the
principal of and interest on the Nates, the Beard, in the name of the District,hereby pledges the
first"unrestricted moneys",as hereinafter defined,(a)in an amount equal to fifty percent(50%)of
the principal amount of the Notes to be received by the County on behalf of the District in
December, 1993, (b) mi an amount equal to fifty percent (50%) of the principal amount of the
Notes to be received by the County on behalf of the District in April, 1994,and (c)in an amount
equal to all interest due on the Motes at maturity to be received by the County on behalf of the
District in May, 1994 (such pledged amounts being hereinafter called the"Pledged Revenues").
The principal of the Dotes and the interest thereon shad'constitute a first lien and charge thereon
and shill. be paid from the Pledged Revenues. To.the extent not so paid from the Fledged
Revenues, the Notes shall be paid from any other moneys of the District lawfully 'available
therefor. In the event that there are insufficient unrestricted moneys received by the District to
permit the deposit in the Repayment Fund,as hereinafter defined,of the full amount of the Pledged
Revenues to be deposited in any month on the last business day of such month,then the amount of
any deficiency shall be
'satisfled and made up from any other moneys of the District lawfully
interest available for the repayment of the Notes and rest thereon. The term"unrestricted moneys"shall
mean taxes,income, revenue and other moneys intended as receipts for the general fund of the
District and which'am generally available for the payment of current expenses and other obligations
of the District.
Section 8.$ ,1,--A. There is hereby created a special fund to be held on behalf of
the District by the County Treasurer Tax Collector separate and distinct from all other County and
District funds and accounts designated the"Acalanes Union High School District(Contra Costa
County,California) 1993 Tax and Revenue Anticipation dotes Repayment Fund"(the"Repayment
Fund")and applied as directed in this Resolution.Any money placed in thepayment Fund shall
be for the benefit of the register eed owners of the Notes,and until the Notes,an all mtmrest thereon
are paid or until provision has been made for the payment of the Notes at maturity with interest to
maturity,the moneys un the Repayment Fund shall be applied solely for the purposes for which the
Repayment Fund is created;pravtded,however,that any interest+earned on amounts deposited in
the Repayyr wnt Fund shall periodically be transferred to the general fund of the District,
During the months of December, 1993,April, 1994,and.May, 1994,all Pledged Revenues
shall be deposited into the Repayment Fund. 7n the maturity date of the Notes, the County
Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to Pay
the principal and interest on the Notes at maturity and, to the extent'said moneys are insufficient
therefor,an amount of moneys from the District's general fund which will enable paynt of the
full principal of and interest owthe Nates at rnatunty. DTC will thereupon make payments of
principal and interest on the Notes to the DTC Pm-ci"who will thereupon make payments to
the beneficial owners of the Notts.Any moneys retrwining in the Repayment Fund after the Notes
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and the interest thereon havebeen paid, or provision for such:payment has been made, shall be
transferred to theDistrict's general hind.
Section 4.jU Mi..and Inv==t of RenavM n Fund. All moneys held on behalf of the
District in the Repayment Fund,if not invested, shall be held in time or demand deposits as public
funds and shall be secured at all times by bonds or other obligations which are authorized by law
as security for public deposits,;of a market value at least equal to the amount required by law.,
Moneys in the Repayment Fund shall, to the greatest extent possible, be invested by the
County Treasurer-Tax:Collector, r such other:appropriate investment officer of the County,
directly,or through an investment agreement,in investments as permitted by the laws of the State
of California as now in effect and as hereafter amended,and the proceeds of any such investments
shall,as received,be deposited in the Repayment Fund and shall be part of the Pledged Revenues.
Section 10.Execution of Nates. The Notes shad be executed in the nam of the District,
with the manual or facsimile signature of the County.Treasurer-Tax Collector or one or more of his
duly authorized deputies and the manual orfacsimile counter-signature of the of the Board of
Supervisors (although at least one of such signatures shall be manual)with the seal of the Board
impressed thereon,and said officers are hereby:authorized to cause the blank spaces thereof to be
filled in as may be appropriate.
Section 11.Transfer of Notes. Any Note May,in accordance with its terms,but only if the
District determines to no longer maintain the L book entry only status of the Notes,'DTC determines
to discontinue providing such services and no successor securities depository is mourned or DTC
requests the Treasurer-Tax Collector to deliver Mote certificates to particular DTC Participants,be
transferred,upon the books required to be kept pursuant to the provisions of Section 13 hereof,by
the person in whose name it is registered, in person or by his duly authorised attorney, upon
surrender,of such Note for cancellation at the office of the Treasurer Tax Collector,accompanied
by delivery of a written instrument of transfer in a form approved by the'Trcasurer-Tax Collector,
duly executed.
Whenever any Note or Notes shall be surrendered for transfer,the"Treasurer-Tax Collector
shall execute and deliver a new Note or Notes,for like aggregate principal amount.
Section 12.Ex- hha 2ge of o=.Notes may be exchanged at the office of the Treasurer-Tax
Collector for a like aggregate principal amount of Notes of authorized denominations and of the
same maturity.
Section 13. Note Register The Treasurer-Tax Collector shall keep or cause to be kept
sufficient: and transfer of the Notes if the book entry only system is no
books for the registration
longer in effect and,in such case,the,Treasurer-Tax Collector shall register or transfer or.caust to
be registered or transferred,on said books,Notes as herein before provided.While the book entry ,
only system is in effect,such books need not be kept as the Notes will be represented by one Note
registered in the name of Cede&Co.,as nominee far DTC.
Section 14. Imorary Nc►tes. The Notes may be initially issued in temporary form
exchangeable for definitive Notes when ready for delivery.The tem
Notts maybe pruned,
lithographed or typewritten, shall be of such denominations as may be determined by the
Treasurer-Tax 'Collector, and may contain such reference to any o f the provisions of this
Resolution as may be appropriate.Every,temporary Note shall be executed by the Treasurer-Tax
Collector upon the same conditions and in substantially the same manner as the definitive Notes.If
the Treasurer-Tax Collector issues temporary.Notes he will execute and furnish definitive Notes
without delay,'and thereupon the; temporary Notes may be surrendered for cancellation, in
exchange therefor at the office of the Treasurer Tax Collector and the Treasurer-Tax Collector shall
4-
mE 5 :'i1 Y :•dNi .:Y.gSY iN ::3I$Y?Y.. iH ?h9 "'.
1 n,; J ..-3f 31 .a:Tlii 3i3 J1ii 13 3119:- 1 9i3-. 3H fp ..n13j 3X a811i3 311 3131 3131.,, NE, 31 _ - - -
deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive
Notes of authorized denominations.Until std exchangedl)the temporary Notes shall be entitled to
the: same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder.
Any costs borne by the County for the exchange of the Nates wiR be reimbursed by the District
Section IS. nt s *tilst st< set lam*'.N any Nate�become mutilated
the Treasurer-Tac Collector,at the expense of tt Itgistc d owner of said Note,shall execute ar�d
deliver a new Note of like n aturity anti principal amount in exchange and substitution for the Note
so mutilated, but only upon surrender to the;Treesurtt=Tac C. fiectcr Of the Now mutilated.
Evart'mutilated Note so surrendered to the Trusurer-Tax.Coll r shall bbe canceled by it and
delivered to,or upon the�ef,the Trarsurer Tax Collector.If any Note shall be lost,destroyed
or stolen, eidence of such loss, destruction ar theft may be submitted to then'Treasurer-Tax
Collector and, if such evidence be satisfactory m the'I Msuier-Tax Callec#or and inderiin ty
satisfactory to it shall be �iven, the Treasure -Tax Collector, a# the expense of the registered
owner,shall execute anti deliver a new Note of like maty and princi amount in lieu of and in
substitution for the Note so lost, destroyed or stolen. The Treasurer:fax Collector may require
payment of a sumnot exceeding the actual cost of preparing each new Note issued under this
Section 15 and of the expenses which may be incurred by the Treasurer-'Tax Colccta�r in the
premises. Any Note issued under the provisions of this L Section I ift]JeULL of any Nate alleged to be
lost,destroyed or stolen shall c€institute an original additional contractual obligation on the part of
the Board whether or not the Note so alleged to be lost, destroyed or stolen be at any time
enforceable by anyone, and shall be equally and pr ortionatily entitled to the benefits of this
Resolution with all other Dotes s.sued pursuant#o tltis�esalution.leis sec#ion willnot be 3n effect
so long as ITC boort entry is utilized.'
Section 16. ov a s Ind Warraritins. Based an the re sensations and covenants of the
District,it is hereby covenanted and warranted by the Board t�all,represcntations and recitals
contained in this Resolution as to the Coun are five and correct,and that the Beard has reviewed
all proceedings herctoi"arLLLL e taken relative to he authorisation of the Notts and has found,as a result
of such review, and hereby finds and determines ghat all ants,conditions and things required by
law to exist,happen and Lb performed precedent to and in the issuance of the Nous have existed,
happened and been performed in due time,form and irtaruier as rexluitexl by law,and the Board is
duly authorized to issue the Notes in the naive of the District and in indel te&ms in the manner
and upon the terms provided in this Resolution.The Board and the District and their appropriate
officials have duly taken all proceedings necessary to be taken by them, and will take any
additional proceedings necessary to be taken by them,for the prompt collection and enforcement of
the taxes,revenue,cash re its and other moneys pledged hereunder in accordance with law and
for carrying out the provisions 4f this Resolution.
Section 17."ale of Npm& The preparation by the District's financial advisor of an official
statemen€describing the Notes(the`ficial Stas�cment")in connection with the Offering and sale of
the Nates is hereby approved. The:actions of the District's financial advisor, on behalf of the
District and;the Board, in distributing the Official Statement to such rnutiicipal bond brokers-
dealers,to such banking institutions and to such other persons as may be interested in purchasing;
the Notes therein offered'for sale,circ hereby approved.
The District's frnaneial'advisor,on behalf of the District anti the Board, is authorized to
identifyL a purch&W for the Nates and to negotiate an interest rate and purchase�ce for the Notes,
so long as the net interest cast to the District docs not exceed five percent ( ). The definitive
ci al amount of Notts to be issued shall be determined by the District's financial advisor,on
.p
half of the District ct and'the Board,at a tirnc of sale of the Notes to the purchaser identified.The
County Treasurer-Tax Collector is hereby authorized acid directed to aac tan offer from such
purchaser, for and in tete name of the Board, by notice to the successfbidder. The County
....................................................... ........... ....... .................................................. ...................................... ..................... ....................................................... ......................... .................................... ................................................... ..........
Treasurer-Tax Collector is hereby authorized to execute a Note purchase agreement or other
document in connection with such award.
The District's financial advisor is hereby deleg
ated, the responsibility of negotiating,
receiving, opening and analyzing bids submitted for the purchase of the Notes and to report the
results thereof to the County:Tmm=-Tax Collector.
Ej=tign of C12sing Documents.Jones Hall Bill Section 18.EMR=fion of the N=s.
White, A Professional Law Corporation,, as bond counsel to the Distrix is directed to cause
suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid,
and to cause the blank spaces therein:to be fidled in to:comply with the provisions of this
Resolution in accordance with the identified purchaser of the Notes,and to procure their execution
by the proper officers,and to cause the,Notes to be delivered when so executed to DTC on behalf
of the identified purchaser therefor upon the receipt of the purchase price by the County Treasurer-
Tax Collector on behalf of the District.
The Treasurer-Tax Collector or any other officer of the County are further authorized and
directed to m":execute and deliver to the purchaser or urchasers of the Notes,(a)a certificate in
the form customarily required.by Durchasers of bonds=c corporations generally,certifying
to the genuineness and due executionof the Notes,and(b)a receipt in sinfdar form evidencing;,the
payment,of the purchase price of the Notes which receipt shall be conclusive evidence that said
purchase price of the Notes has been paid.and has been received on behalf of the District. Any
purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be
justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and
any other officers of the District or,of the County are hereby authorized to execute any and all,other
documents required to consummate the sale and delivery of the Notes.
Section 20.Urnimd Liability.Notwithstanding anything to the contrarycontained herein,in
the Notesor in any other document mentioned herein,neither the County nor the Board shall have
any liability hereunder or by reason hereof or in connection withzthe transactions tran acti contemplated
mplated
hereby:and the Notes shall be payable solely.from the moneys of the District available therefor as
set forth in Section 7 hereof.
I hereby certify,that the foregoing resolution was duly adopted ata meeting of the Board of
Supervisors of Contra Costa County held on the 25th day of May, 1993,by the following vote:
AYES, and in favor of,Board Members: Supervisors, Powers, Smith Bishop,
McPeak, TorlaksDn
NOES,Board Members: None
ABSENT,Board Members: None PhD Batchetor, Clerk of the Board of
Su rvisors and County Administrator
By )(.
Clesk of lNe Board of Supervisors
............................ ................ ... ............
EXHM1T A
Board of Supervisors of Contra Costa County,California
in the Name of the
ACALANES UNION HIGH SCHOOL DISTRICT
(Contra Costa County,California)
1993 TAX AND REVENUE ANTICIPATION NOTE
INTEREST RATE: MATURITY DATE: ISSUE RATE: CUSIP:
REGISTERED OWNER: CEDE&CO.
PRINCIPAL SUM: DOLLARS
The ACALANES UNION NIGH SCHOOL DISTRTt t Contra Costa County, State of
California (the 44pistrice'),acknowledges itself indebted, and orrises to pay, to the Registered
Owner stated above, or registered assigns (the"Owner"), on the Maturity Date stated above,the
Principal Sum stated above,in lawful
charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the
Pledged Revenues,the Notes shall be paid from any other moneys of the District lawfully available
therefor. The term "unrestricted moneys shall mean taxes, income, revenue and other moneys
intended as receipts for the general fund of the District and which are generally available for the
payment of current expenses and other obligations of the District.
The Notes are issuable as fully registered notes, without coupons, in denominations of
$1,000 each or any integrall multiple thereof. Subject to the limitations and conditions as provided
in the Resolution,Notes may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations and of the same maturity.
The Notes are not subject to redemption prior to maturity.
This Note is transferable by the Owner hereof, but only under the circumstances, in the
manner and subject to the,limitations provided in the Resolution. Upon registration of such transfer
a new Note or Notes, of authorized denomination or denominations, for the same aggregate
principal amount and of the same maturity will be issued to the transferee in exchange for this
Note.
The Board may treat the Owner hereof as the absolute owner hereof for all purposes and
the Board shall not be affected by any notice to the contrary.
Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede &Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co.,ANY TRANSFER PLEDGE OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,Cede&Co.,has
an interest herein.
IN WITNESS WHEREOF,the Board of Supervisors of Contra Costa County,California
has caused this Note to be issued in the name of the District and to be executed by the manual
signature of the County Treasurer-Tax Collector and countersigned by the facsimile signature of
the Cleric of the Board,all as of the Issue Date stated above.
BOARD OF SUPERVISORS OF
CONTRA COSTA COUNTY
By
Treasurer-Tax Collector
(SEAL)
Countersigned:
Clerk of the Board
Exhibit A
Page 2
:.:
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
(Name,Address and Tax Identification or Social Security Number of Assipw)
the within registered Nott and hereby irrevocably constitute(s) and appoints(s)
ttorney ,
to transfer the same on the Note register of the minty 'Treasuref-Tax Collector with fullpower of
substitution in the premises.
Dated;
Signature:;
Mote: The signature(s) on this Assignment
must correspond' with the name(s) as written
on the face of the within Note in every
particular without alteration or enlargement or
any change whatsoever,
Signature Guaranteed:
Note:' Signature(s) must be guaranteed by a
qualified guarantor.
Exhibit A
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