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HomeMy WebLinkAboutRESOLUTIONS - 02131996 - 96-55 / 26047-07 JHHW:BDQ:kla 12/04/95 12/20/95 2/5/96 0 , CONTRA COSTA COUNTY RESOLUTION NO. 9 6/5 5 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY,CALIFORNIA,PROVIDING FOR AUTHORIZATION OF ISSUANCE AND SALE OF PITTSBURG UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 1995,SERIES A,IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$5,000,000 RESOLVED, by the Board of Supervisors (the "Board") of Contra Costa County, California (the "County"), as follows: WHEREAS, a duly called special municipal election was held in the Pittsburg Unified School District, Contra Costa County, California (the "District"), on November 7, 1995, and thereafter canvassed pursuant to law; and WHEREAS, at such election there was submitted to and approved by the requisite two- third (2/3) vote of the qualified electors of the District a question as to the issuance and sale of general obligation bonds of the District for various purposes set forth in the ballot submitted to the/voters, in the maximum amount of $30,000,000 payable from the levy of an ad valorem tax agAinst the taxable property in the District; and WHEREAS, the Board has received a resolution of the Board of Education of the District requesting the issuance of an initial series of such Bonds in the aggregate principal amount of five million dollars ($5,000,000) (the "Series A Bonds"); and WHEREAS, in its resolution, the District found and informed this Board that all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including this proposed issue of Series A Bonds, is within all limits prescribed by law; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Contra Costa County, State of California, as follows: Section 1. Purpose of Series A Bonds.Series A Bonds. That for the purpose of raising money for real property acquisition or improvements, namely: (a) to update classrooms for computer technology and construct, expand, acquire, renovate and upgrade classrooms and other school district facilities,and (b)to pay all necessary legal, financial,engineering and contingent costs in connection therewith,the Board hereby authorizes the issuance of the Series A Bonds. Section 2. Official Notice of Sale. The Official Notice of Sale for the Series A Bonds is hereby approved, such notice to be substantially in accordance with the Official Notice of Sale attached hereto as Exhibit A and by this reference incorporated herein (the "Official Notice of Sale"). Said Official Notice of Sale and the Bid Form, attached hereto as Exhibit B and by this reference incorporated herein,are hereby approved. Section 3. Publication of Notice of Intention to Sell Bonds. The Clerk of the Board is hereby authorized and directed to cause to be published, once a week for two (2) successive weeks, the Notice of Intention to Sell Bonds in substantially the form attached hereto as Exhibit C, in a newspaper published and of general circulation in the County. The publication by the District of said Notice of Intention to Sell Bonds in the Bond Buyer once at least fifteen (15) days prior to the date to receive bids is hereby approved and authorized. Section 4. Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Series A Bonds shall be as specified in said Official Notice of Sale. Section 5. Furnishing of Official Notice of Sale. The Clerk of the District and the financial advisor to the District,Kelling,Northcross &Nobriga,Inc. (the "Financial Advisor"),are hereby authorized to cause to be furnished to prospective bidders a reasonable number of copies of said Official Notice of Sale (including the Bid Form). Section 6. General Authorization. The Treasurer-Tax Collector of the County or his designee is hereby authorized and directed to open the bids at the time and place specified in said Official Notice of Sale, to cause said bids to be examined for compliance with said Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest total true interest cost as provided in said Official Notice of Sale, and to award the sale of the Bonds to the best bidder within twenty-six (26) hours following the time set for receipt of bids. Notwithstanding the foregoing sentence, however, in the event that no acceptable bids are received for the sale of the Series A Bonds, then the Treasurer-Tax Collector is authorized to proceed with the negotiated sale of the Seriesl A Bonds upon such terms and conditions as the Treasurer-Tax Collector shall deem advisable. Section 7. Series A Bond Terms. The Series A Bonds shall be issued as fully registered Bonds, without coupons, in the denominations of $5,000 each or any integral multiple thereof, and shall be dated February 1, 1996. The Series A Bonds shall bear interest from the date of the Series A Bonds to maturity of each of the Series A Bonds at a rate or rates!not in excess of nine percent (9%) per annum. Interest shall be payable on February 1 and l,August 1 of each year (the "Interest Payment Dates"), commencing February 1, 1997, until the principal amount has been paid or provided for. Each Series A Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before January 15,1I 1997, in which event it shall bear interest from February 1, 1996. i The Series A Bonds shall mature (or, alternatively,be subject to mandatory sinking fund redemption as hereinafter provided) on August 1 of the years and in the amounts as shown below: -2- Maturity Principal Maturity Principal (August 1) Amount (AugusLJJ Amount 1998 $110,000 2010 $215,000 1999 120,000 2011 225,000 2000 125,000 2012 240,000 2001 135,000 2013 250,000 2002 145,000 2014 265,000 2003 150,000 2015 280,000 2004 160,000 2016 295,000 2005 170,000 2017 310,000 2006 180,000 2018 330,000 2007 185,000 2019 345,000 2008 195,000 2020 365,000 2009 205,000 Section 8. Redemption of Series A Bonds. (a) Optional Redemption. The Series A Bonds maturing on or before August 1,2003, shall not be subject to redemption prior to their respective stated maturities. The Series A Bonds maturing on or after August 1, 2004, shall be subject to redemption prior to maturity, at the option of the District, from any available source of funds, commencing on August 1, 2003, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption, plus a premium (expressed as a percentage of the principal amount of Series A Bonds to be redeemed) as set forth in the following table: Redemption Dates Redemption Premium August 1,2003 through July 31, 2004 1% August 1, 2004 and thereafter 0 (b) Mandatory Sinking Fund Redemption. In the event and to the extent specified in the bid of the winning bidder for the Series A Bonds, any maturity of Series A Bonds shall be designated as "Term Bonds" and shall be subject to mandatory sinking fund redemption on August 1 in each of the years set forth in such bid and in the respective principal amounts as set forth in Section 7, at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed (without premium),together with interest accrued thereon to the date fixed for redemption. If some but not all of such Term Bonds have been redeemed pursuant to the preceding subsection (a) of this Section 8, the aggregate principal amount of such Term Bonds to be redeemed in each year pursuant to this subsection (b) shall be reduced on a pro rata basis in integral multiples of$5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent(as defined in Section 10 hereof). (c) Selection of Bonds for Redemption. If less than all of the Series A Bonds shall be called for redemption, the particular Series A Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the District and,in lieu of such direction,in inverse order of their maturity. Within a maturity, the Paying Agent shall select the Series A Bonds for redemption by lot;provided, however,that the portion of any Series A Bond to be redeemed shall be in the principal amount of five thousand dollars ($5,000) or some integral multiple thereof and that, in'selecting Series A Bonds for redemption, the Paying Agent shall treat each Series A Bond as representing that number of Series A Bonds which is obtained by dividing the principal amount of such Series A Bond by five thousand dollars ($5,000). (d) Notice of Redemption. The Paying Agent shall give notice of the redemption of the Series A Bonds at the expense of the District. Such notice shall specify: (a) that the Series A Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers -3- of the Series A Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Series A Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Series A Bond to be redeemed, the portion of the principal amount of such Series A Bond to be redeemed, together with interest accrued to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Series A Bonds, or if the registered owner is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices, and by first class mail, postage prepaid, to the District and County and the respective owners of any registered Series A Bonds designated for redemption at their addresses appearing on.the Bond registration books, in every case at least thirty (30) days, but not more than sixty (60) days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Series A Bonds. (e) Partial Redemption of Bonds. Upon the surrender of any Series A Bond redeemed in part only, the Paying Agent shall execute and deliver to the registered owner thereof a new Bond or Bonds of like tenor and maturity and of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Series A Bonds surrendered. Such partial redemption shall be valid upon payment of the amount required to be paid to such registered owner, the County, the Paying Agent and the District shall be released and discharged thereupon from all liability to the extent of such payment. (f) Effect of Redemption. Notice having been given as aforesaid, and the moneys for the redemption (including the interest to the applicable date of redemption) having been set aside with the County for such purpose, the Series A Bonds to be redeemed shall become due and payable on such date of redemption. If on such redemption date, money for the redemption of all the Series A Bonds to be redeemed as provided in this Section 8, together with interest to such redemption date, shall be held by the Treasurer and Tax Collector of the County (the "Treasurer") so as to be available therefor on such redemption date, and if notice of redemption thereof shall have been given as aforesaid, then from and after such redemption date, interest with respect to the Series A Bonds to be redeemed shall cease to accrue and become payable. All money held by or on behalf of the Treasurer for the redemption of Series A Bonds shall be held in trust for the account of the registered owners of the Series A Bonds so to be redeemed. All Series A Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Section 8 shall be canceled upon surrender thereof and be delivered to or upon the order of the County and the District. All or any portion of a Series A Bond purchased by the County or the District shall be canceled by the Paying Agent. Series A Bonds (or portions thereof),which have been duly called for redemption prior to maturity under the provisions of this Resolution, or with respect to which irrevocable instructions to call for redemption prior to maturity at the earliest redemption date have been given to the Paying Agent, in form satisfactory to it, and sufficient moneys shall be held by the Treasurer irrevocably in trust for the payment of the redemption price of such Bonds or portions thereof, all as provided in this Resolution, then such Series A Bonds shall no longer be deemed outstanding and shall be surrendered to the Paying Agent for cancellation. -4- Section 9. Execution of Bonds. The Series A Bonds shall be signed by the manual or facsimile signatures of the Chair of the Board of Supervisors, the Clerk of the Board and the Treasurer-Tax, and the seal of the County shall be reproduced thereon. No Series A Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this Resolution unless and until the certificate of authentication printed on the Series A Bond is signed by the Paying Agent as authenticating agent,that the Series A Bond as authenticated has been duly issued, signed and delivered under this Resolution and is entitled to the security and benefit of this Resolution. Section 10. Appointment of Paying Agent. The Board hereby appoints First Trust of California, National Association, Los Angeles, California, to act as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, the "Paying Agent") for the Series A Bonds. All fees and expenses incurred for services of the Paying Agent shall be the sole responsibility of the District. (a) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the District and the Treasurer-Tax Collector. The Paying Agent may be removed at any time-by an instrument filed with such Paying Agent and the Treasurer-Tax Collector and signed by the District. A successor Paying Agent shall be appointed by the District with the written consent of the Treasurer-Tax Collector, which consent shall not be unreasonably withheld, and shall be a bank or trust company organized under the laws of the state or any state of the United States, a national banking association or any other financial institution, having capital stock and surplus aggregating at least $50,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the District and the Treasurer-Tax Collector, a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. (b) In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or, if there is no successor, to the Treasurer-Tax Collector. In the event that for any reason there shall be a vacancy in the office of the Paying Agent, the Treasurer-Tax Collector shall act as the Paying Agent. The County shall promptly cause to be published at District expense in an Authorized Newspaper the name and principal corporate trust office address of the Paying Agent appointed to replace any resigned or removed Paying Agent. Section 11. Payment of Principal and Interest. The principal of and interest on the Series -A Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Paying Agent. Principal shall be payable when due upon presentation and surrender of the Series A Bonds at the principal corporate trust office of the Paying Agent. Interest on a Series A Bond shall be paid on each Interest Payment Date by check or draft mailed by first class mail to the person in whose name the Series A Bond was registered, and to that person's address appearing on the Bond Register (as defined in Section 12 below) at the close of business on the 15th day of the calendar month next preceding such Interest Payment Date (a "Record Date"). Section 12. Bond Registration and Transfer. If the book entry system is no longer in effect as provided in Section 14, the District shall cause the Paying Agent to maintain and keep at its principal corporate trust office all books and records necessary for the registration, exchange and transfer of the Series A Bonds as provided in this Section (the "Bond Register"). While such book entry system is in effect, such books need not be kept, as the Bonds will be represented by one Bond for each maturity registered in the name of Cede&Co.,as nominee for DTC. Subject to the provisions of Section 11 above, the person in whose name a Series A Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series A Bond for all purposes of this Resolution. Payment of or on account of the principal of and interest on any Series A Bond shall be made only to or upon the order of that person; neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the District's liability upon the Series A Bonds, including interest, to the extent of the amount or amounts so paid. Any Series A Bond may be exchanged for Series A Bonds of a like maturity in any authorized denomination, upon presentation and surrender at the office of the Paying Agent designated for such purpose, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent. Any Bond may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Bonds, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the District to deliver Bond certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of this Section 12,by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent,duly executed. Neither the District, the County nor the Paying Agent will be required: (a) to issue or transfer any Series A Bonds during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of Series A Bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given, or (b) to transfer any Series A Bonds which have been selected or called for redemption in whole or in part. Section 13. Form of Bond. The Series A Bonds shall be in substantially the form set forth in Exhibit D attached hereto and incorporated herein, allowing those officials executing the Series A Bonds to make the insertions and deletions necessary to conform the Series A Bonds to this Resolution and the winning bid for the Bonds. Section 14. Book-EntrySystem. Except as provided below, the owner of all of the Series. A Bonds shall be The Depository Trust Company, New York, New York ("DTC"), and the Series A Bonds shall be registered in the name of Cede &Co.,as nominee for DTC. The Series A Bonds shall be initially executed and delivered in the form of a single fully registered Series A Bond for each maturity date of the Series A Bonds in the full aggregate principal amount of the Series A Bonds maturing on such date. The County,the Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Series A Bonds registered in its name for all purposes of this Resolution, and neither the County, the Paying Agent nor the District shall be affected by any notice to the contrary. The County, the Paying Agent and the District shall not have any, responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Series A Bonds under or through DTC or a Participant, or any other person which is not shown on the register of the District 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 Series A Bonds. The County and the District shall cause to be paid all principal and interest with respect to the Series A Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Series A Bonds to the extent of the sum or sums so paid. Except under the conditions noted -6- cm below, no person other than DTC shall receive a Series A Bond. Upon delivery by DTC to the ' District 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 District determines that it is in the best interest of the'beneficial owners that they be able to obtain Series A Bonds and delivers a written certificate to DTC and the County to that effect, DTC shall notify the Participants of the availability through DTC of Series A Bonds. In such event, the County shall issue, transfer and exchange Series A Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Series A Bonds at any time by giving notice to the District and the County and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the County shall be obligated to deliver Series A Bonds as described in this Resolution. Whenever DTC requests the District and the County to do so, the District and the County will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Series A Bonds evidencing the Series A Bonds to any DTC Participant having Series A Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Series A Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Series A Bond 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 Series A Bond and all notices with respect to such Series A Bond shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Series A Bonds. Section 15. Delivery of Series A Bonds; Disposition of Proceeds of the Series A Bonds. The proper officials of the County shall cause the Series A Bonds to be prepared and, following their sale, shall have the Series A Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Series A Bonds, to the original purchaser upon payment of the purchase price in funds which are immediately available to the County. The proceeds from the sale of the Series A Bonds, to the extent of the principal amount thereof, shall be paid to the County to the credit of the fund hereby created and established and to be known as the "Pittsburg Unified School District, Bonds of 1995, Series A Building Fund" (the 'Building Fund"),which shall be accounted for separate and distinct from all other District and County funds, and those proceeds shall be used solely for the purpose for which the Series A Bonds are being issued and provided further that such proceeds shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. The interest earned on the moneys deposited to the Building Fund shall be retained in the Building Fund and used for the purposes thereof. The accrued interest and any premium received by the County from the sale of the Series A Bonds shall be accounted for separate and apart in the fund hereby created and established and to be designated as the "Pittsburg Unified School District, Bonds of 1995, Series A General Obligation Bond Interest and Sinking Fund" (the "Debt Service Fund") for the. Series A Bonds and used only for payment of principal and interest on the Series A Bonds. Any excess proceeds of the Series A Bonds not needed for the authorized purposes set forth herein for which the Series A Bonds are being issued shall be transferred to the Debt Service Fund and applied to the payment of principal and interest on the Series A Bonds at the direction of the District. If, after payment in full of the Series A Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. Notwithstanding the foregoing provisions of this Section 15, any excess proceeds of the Series A Bonds not needed for the authorized purposes set forth herein for which the Series A Bonds are being issued shall be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law, including but not -7- limited to the requirements of federal tax law (if any) relating to the yield at which such proceeds are permitted to be invested. Section 16. Source of Payment. There shall be levied by the County on all the taxable property in the District, in addition to all other taxes, a continuing direct and ad valorem tax annually during the period the Series A Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series A Bonds when due,which moneys when collected will be placed in the Debt Service Fund of the District, which fund is irrevocably pledged for the payment of the principal of and interest on the Series A Bonds when and as the same fall due. The moneys in the Debt Service Fund, to the extent necessary to pay the principal of and interest on the Bonds as.the same become due and payable, shall be transferred by the County to .the Paying Agent, as paying agent for the Bonds, as necessary to pay the principal of and interest on the Bonds. Section 17. Necessary Acts and Conditions. This Board determines that all acts and conditions necessary to be performed by the Board precedent to and in the issuing of the Series A Bonds in order to make them legal,valid and binding general obligations of the District have been performed and have been met, or will at the time of delivery of the Series A Bonds have been performed and have been met, in regular and due form as required by law; that the full faith, credit and revenues of the District are pledged for the timely payment of the principal of and interest on the Series A Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series A Bonds. Section 18. Approval of Actions. Officers of the Board and County officials and staff are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series A Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are hereby ratified, confirmed and approved. Section 19. Certified Cony to Auditor-Controller. The Clerk of the Board is hereby directed to provide a certified copy of this Resolution to the Auditor-Controller of Contra Costa County. Section 20. Effective Date. This Resolution shall take effect immediately upon its passage. 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 13th day of February, 1996,by the following vote: AYES, and in favor of, Board Members: Rogers;.:: Bishop(,�Tor Iaks:onpandcSmi:thon NOES, Board Members: None ABSENT, Board Members: Supervisor DeSaulnier By Chair er of the Board of Supervisors ATTEST: 11_�OIJAAf '[.� De uty Jerk -s-