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HomeMy WebLinkAboutRESOLUTIONS - 01011993 - 1993-274 11033-05 JHHW:BDQ:ncc 04/26193 SINAL POR AD PTION 05/05/93 CONTRA COSTA CC#It�,NTY RESOLUTION NO. RESOLUTION PROVIDING FOR THIS BORROWING OF FUNDS IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT'FOR FISCAL YEAR 1"34"4 AND THE19SUAN.ti AND SALE OF M. TAX AND REVENUE ANTICIPATION NOTES THEtEFOR RESOLVED,by the:Beard of Supervisors of Contra Costa County,California,as follows: 'VWREAS, ursuant to Article 7.6(com ncing with section 53850)of Chapter 4 of Part 1 of Division 2 of title 5 of the California Government Code (the "Law"), school districts organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes,the proceeds of which may be used and expended for any purpose for which the school district is authorized to`'spend'moneys; and WHEREAS,pursuant to the Law, such nates may be issued inthe name of such school districts by the beard 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, YAMREAS,the Board of Education of the.Antioch Unified School District(the"District") has heretofore adapted its resolution con May 12, 1993,finding and determining that it is desirable that the Distri .................................................... ......... ........................................ .............................. ....................................................................................................... ........................... (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 montI1360-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 S. Form of Notes, Book FnMX QWX Svc m. 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 I consecutively upward, shall be in the denomination of$1,000 each or any integral multiple thereof. CUSN"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 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 interestin 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 Notes 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"Code&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 respect 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 DI t,all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given,respectively,to D"TC as providkd the represntationletter ddeditvered on the date Of issuance of the Notes.' Section 6.t3se d►f!Promods.The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds fund to the edit of the Istria to be withdrawn,used and expended by the District for any se for vc�hich it is authorized w cid funcds frol7l the genual of the District,including of limited to cwrrent expenses,capital a cPendlitures and the discharge of any obligation ar nbtetlness of District. Section 7 . The principal amount of the Dotes,wgethear with the interest thereon, shall be pgyable.from taxes,revenue and other moneys which are received by the District for the general of the District#cir the mal Year 93-14. ,lis security for the past of the Li ncipalt�f'and interest;on the Motes,tl� oard,� the name cif the:District,hereby pledges the "unrestricted m ofteys;as hereinafter ddefined,'(a)'Wan are ant equal u�fifty bent(50%)of the principal amount of the Nates to be received by the;County on behalf of the District in December, 1993, (b) in an amount equal to fifty went (5096) a the pn� ncipal 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 allinterest due on the Notes at maturity to be received by the County on behalf of the District in May, 1994 (such pledged amounts being hereinafter to the"Kedgeul Revenues'). The principal of the Nates and the intearet the rhon shall'constitute a first lien and charge thereon and shall be paid; from the pledged Revenues. To the extent not so paid from the Pledged Revenues, the Nates shall be paid from any other,moneys of the Disthct lady available therefor. m the event that ttcere arc nsuffcient unrestricted �nc�ne„ys r+eceivt� by the District to pemnit the deposit m the kepaymt Fund,as herei aftrar defined,of the full amount of the Pledged Revenues to be dcposite, in any month on the last business day of such month,them.the amount of any dafckncy shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon.The term"unrestricted moneys"shall mean taxes,, income,revenue and ether moneys intended as receipts for the general f and of the District and which are gully available for the payment of current expenses and other obligations of the District. Section 8.1tn&a Ml,EU0.There is hereby created a special.fund to be held on behalf of the District by the County'T3reaau�Tax Collector separate and distinct from all other County and District fundis and accounts designated the"Antioch Unified School District(Centra Costa County, California) 1993 Tax and Revenue Anticipation Nates Repayment Fund (the"R:epayment Fund") and applied as directed in this Resolution.Any money placed in the tepayrnent Fund shall be for the benefit of the registred ownexs o the Notes,,and until the Notes and all interest thereon are paid or until provision has been nye for the payme €t of the Notes at maturity with interest to maturity,the rr�oneys in the React Fuad shalt be applied sodcly far the purposes for which the Repayment pond is dated;provYdexi,however,that any intrest eamexd on amounts ddeposited in the Repayment Fund shall periodically be transferred to the general of the District During the months d3f December, 1993, April, 1994,and May, 1994,all Pledge d Revenues ;=shall be de osited into the ltcpayrnent Fund. the maturi date of the l+totts, tht County ax erector shag trans Io DTC the rnaneys in the aym nt Fund hes stirry to dray the principal and interest on the Notes at maturity anl,to the extent said moneys are rn►suffIcent therefor,an amount of monreys from the District's general fund which wx21 enable payment of the full principal of sod intarest cn the Notes at matmrity. DTC will therein make payments of principal and interest on the Notes to the:DTC I+"araiats vmo will tlupon make payments to the beneficial owners of the lac cs.Any moneys re n nu�g int-he Repayment Fund after the Notes ......................................:.Z........... ........... ........................................... ............................. .............. ............................................................................................................. ................ and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's general fund. Section 9.Doosit and Investment cif aenaw=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, or 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. Notes. The Notes shall be executed in the nameof the District, with the manual or facsimile signature of the County Treasurer-Tax.Collector or one or more of his. duly authorized deputies and the manual or facsimile counter-signature of the Clerk of the Board of Supervisors (although at least one of such.signatures shall be manual) with the seal of the Board impressed:thereon,and said officers are hereby authorized to cause,the blank spaces thereof to be filled in as may be appropriate. Section 11. Transfer of Notes,Any Note may,in accordance with its terms,but only if the District determines to no longer maintain the book entry only status of the Notes,DTC dewnnines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note 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 authorized attorney, upon surrender of.such Note for cancellation at the office of the Treasurer-Tax Collector, accompanied by delivery of a written instrument of transfer in form approved by the Treasurer-Tax Collector, duly executed. Whenever any Note or Notes shall be surrendered for transfer,the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. Section 12.Exchange of Notes.Notes may be exchanged at the office of the Treasurer-Tax Collector for a like aggregate principal amount of Notesof authorized denominations and of the same maturity. Section 13. Note Register. The Treasurer-Tax:Collector.shall keep or cause to be,kept sufficient books for the registration and transfer of the Notes if the book entry only system.is no longerin effect and,in such case,.the Treasurer-Tax Collector shall register or transfer or cause to be registered or transferred,on said books,Notes as herein before.provided.While the book entry only,system is in effect,such books need not be kept as the,Notes will be represented by one Note registered in the name of Cede&Co.,as nominee for DTC. Section 14. TemRorary NgjCs. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery.The temporary Notes may be printed, lithographed or typewritten, shall be.of such.denominations as may be,determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this. Resolution as may be appropriate.Every temporary Notee 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 Note's 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 Treisurer-Tax Collector and the Treasurer-Tax Collector shall 4- ............................ deliver in exchange for such tamporstry Nous an equal aggregate principal amount of definitive Nates of authorized dendrninations.'Unttl sa exchanged,the teanpors�sry Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Nates 47 ac zted and delivered here dear. Any casts bome by the C',ount, forthe exchange of the Notes will be reimbursed by the District. Section 15.Notes�+t��cl,t --trv or:St en.If any Nate sha11 become mutilated the Treasurer--Tax Collector,it.'thc a xperYse of the resiste d owner of said Note,shall execute and deliver a new Note of like maturity and ncipsl a w.unt in exchange;and substitution for the Mote so mutilated, but truly upon surra as►ele�r to the I're a -Tat acto r of the Note so mutilated. Every mutilated Note so i�dere d to the'fkeasurer 1'ex Collector shall be canceled by it and delivered to err upon the order of,the Tireasurer-Tax Collesctor.8 any Nott be last,destroyed or stolen, evidence of such lass, destruct an or theft may subsrrutsted te: the Treasurer-Tax Collector and, if such evidence be satisfactory to the'Treasurer-Tax Collector and indemnity satisfactory to it shall be given, the; Treasura Tax COB at at the expense of the MZ erect owner,sh execute and deliver a new Note of lace maturitn and Viaamount in lieu and in substitution'for alga Note; so lust, destroyed or stolen. The Trr�tsu -aa�c Collator may require }ppayment of a sum not exceeding the actual cast of pr arin� each new Note issued under this 5ectie n 15 and of the uses which may be inewrre by dee Treasurer-T'ax Collector in the premises.Any Note issued under the provisions of this sedan 13 ire lieu of any Nate alleged to be lost,destroyed or stolen,shall constitute an original additional contractual obligation on the part of the board whether or not the; Name $o alleged to be lost, dstroyed en stolen be at any ae»e enforceable by Anne}ne;, and shall be equity and osrtionately entitled to the benefits of this Resolutics'n with all otl tr Note;:'issued pursuant to t��e salutttsn.This$ on willnot be in efte';ct so long as DT— boot entry is utilized. Section 16. Cutpants Apd A=t gs. used on the;representations and covenants of the District, it is hereby covenanted and'warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct,and that the Board has reviewed all groceeings herertofore taken relative to the authorization of the Notes and has found,as a result Of such review, and hereby finds anal detesrsrrrines that all acts, conditions send things requisexl by law to exist; happen and be pefarsrned precedent to and in the issuance of the Nates have existed, happened and been peifcrrs�need in due time,farm and m=- ear as squired by law,and the Board is duly:authorized to issuer the Notes in the name of the Dis°trici and inetr indebredt�ss 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. by t,xm for the prompt collection and enforcement of the taxers,revenue,cash rercerps and otheer moneys pledged hereunder in accordance with law and for carrying'out the provisions of this Resolution. Section 17.ale of kites.The eparation by then Disttss°iret's fttrancial advisor of an official statement describing the Notes(the"Acial stater ent'�in connection tion with the offering and sale of the Notes is hereby approved< The actions of the Districts financial advisor, on behalf of the District and the Board, in distributing the Official Statement to such municipal bund brokers- dealers,to such banking institutions and to such other parsons as maybe interested in purchasing the Dotes therein offend for sate,are hereby approved. The'District's financial advisor,on behalf of the District and the Board,is authorized to identify a p, haser far the Nates and tai negotiate an interest rate and purl se rice fc�or t Nestes, so lana as the net interest east the 'strict does not exceed'five t ( %). The definitive principal amount of.Notes to be issued shall be determined by the Ihstrict s financial advisor,on behalfof the District and the Board,at the time of_sale of the Notes to the purchaser identified.The; County Treasurer-Tax Collector is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the Board, by notice to the successful bidder. The County Treasurer-Tax Collector is hereby authorized to execute a Note purchase agreement or other document in connection with such award, The District's financial advisor is hereby delegated the responsibility of negotiating, receiving,opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the County Treasurer-Tax Collector. Section 18.fkpa*�p t g go Exertion of Closing Documents.Jones Hall Hill& White, A professional Law Corporation, as bond counsel to the District, 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 filled 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:,ar any other officer of the County are further authorized and directed to make,execute and deliver to the purchaser or purchasers of the Notes(a)a certificate in the form customarily required by purchasers of bonds of public corporations generally,certifying to the genuineness and due execution of the Notes,and(b)a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paidand has been received on behalf of the District. Any purchaser or subsequent taper 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 consurnmate the sale and delivary of the Notes. Section 20.T imited j,iAbilim.Notwithstanding anything to the contrary contained herein,in the Nates or in any other document mentioned herein,neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shall be payable solely from the moneys'of the District available therefor as set forth in Section 7 hereof: I hereby certify that the foregoing resolution was;duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 25th day of May, 1993,by the following vote: AYES,and in favor of Board Members: ;Supervisors Powers., Smith, Bishop, McPeak, Torlakson NOES,Board Members: None ABSENT,Board Members' 'None PhB Batchelor, Clerk of the Board of Supervisors and County Administrator By Clxk of the Board of Supervisors EXHIBIT A Board of Supervisors of Contra Costa County,California in the Name of the ANTOCH UNITED SCHOOL DISTRICT (Contra Costa County,California) 1993 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE! MATURITY DATE: ISSUE DATE: CUSIP; REGISTERED OWNER: CEDE&CO, PRINCIPAL SUM: DOLLARS The ANTlOCH UN7:FVb SCHOOL DISTRICT,Contra Costa County,Stated California (the"District"),acknowledges itself indebted,and promises 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 money of the United States of America,and to pay interest thereon- in like money oney at the rate r annum stated above, payable on the Maturity Date stated above, calculated on the basis of�iay year corrtprised of twelve 3(}day rnontis.Eotlt the p�rinciRal of and interest on this Note shall be payable at rnatunty to the Owr : It is hereby certified,recited and declared that this Note is one of an authorized issue of notes in the aggregate principal amount of. dollars ($� ),aall of like tenor,issued pursuant to the provisions of a resolution of the Board of Supervisors(the"Board") of Contra Costa County ('the "County") duly passed and adopted on May 25, 1993 (the "Resolutioar"),and pursuant to Article 7.� (cotnamencing with section 3350 of Chapter 4,Part 1, Division 2, Title , of the Caomia Governrnent Code,and that allconditions„things and acts required to exist,happenand be performed precedent to and in the issuance of this Mote exist,have happened and have been performed in regular and due time,farm and manner as required by law, and that this Note,together with all'other indebtedness and obligations of the District,does not exceed any limit preSCrihed by the Constitution or statutes of the Staate'of California. The principal amount of the Notes,together with the interest thereon shall be payable from tares,revenue and other moneys wttiich are received by the County on behalf of the District for Repayment',Pund of the District(aas dem in the Resolution)for the Fiscal Year 1993-1994. As security for the payment of the principal of and interest on the Notes,the Board,in the name of the District,has pledged tete first"unre;ttiicted moneys",as hereinafter defined(a)in an amountual to fifty percent(30%)o the principal amount of the Notes to tank received by the County'on behalf of the District in December, 1993,(b)in an amount equal tofifty t(30%)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 Notes at maturity to be received by the County on behalf of the District in'1vlay, 1994 (such pledged amflunts being lt+ereinafter called the"Pledged Revenues"'). The principal of the Notes and the interest thereon shall constitute a first lien and Exlu'bit A 1 .............. .................................................. ..................... ............................ ........................... ..................................... .......... ........................... ........... charge thereon and shall be paid from the Pledged Revenues. To the"tent 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 integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution,Notes may be exchanged for a like aggregate principal amount of Notes of other 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. THE NOTES ARE QUALIFIED TAX-EXEMPT OBLIGATIONS DESIGNATED BY THE DISTRICTFOR PURPOSES, OF SECTION 265(b) OF THE INTERNAL REVENUE CODE OF 1986. 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 Code & Co., ANY TRANSFER,PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede Co.,has an interest here*m. 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 Clerk of the Board,all as of the Issue Date stated above. BOARD OF SUPERVISORS OF, CONTRA COSTA COUNTY By x Collector TwAsurer-Ta (SEAL) Countersiped: Clerk of the Board ExhitAt A Page 2 ................... ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto 04mc,Address and Tax Identification or Saul Security Number of Assignee) the within registered Note and hereby irrevocably constitute(s) and appomts(s) ttorney , to transfer the same on the Note register of the County Treasurer-Tax Mleetor with fullpower of substitution in the premises. Elated; Signature Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Note in every particular without alteration or enlargement or - any change whatsoever, Signature Guaranteed: Note: Signature(s) must''be guaranteed by a qualified guarantor. Exhibit A Page 3