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HomeMy WebLinkAboutRESOLUTIONS - 01011997 - 1997-298 RESOLUTION OF THE BOARD OF SUPERVISORS CONTRA COSTA COUNTY,CALIFORNIA RESOLUTION NO, 97/298 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE ISSUANCE AND SALE OF TALC AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1997/98 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $25,000,000 AND AUTHORIZING PROCEEDINGS RELATING TO THE ISSUANCE AND SALE OF SUCH NOTES On motion of Supervisor Gerber , duly seconded and carried, the following resolution was adopted: RESOLVED, by the Board of Supervisors of Contra Costa County, California, as follows: WHEREAS, pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), a school district organized and existing under the laws of the State of California is authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which such school district is authorized to spend moneys; and WHEREAS, pursuant to the Law, such notes are required to be issued in the name of such school district 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;and WHEREAS, the Board of Education of the West Contra Costa Unified School District (the "District") has heretofore adopted its Resolution on May 7, 1997 (the "District Resolution) finding and determining that it is desirable that the District borrow funds in an amount not to exceed $25,000,000 with respect to the fiscal year 1997/98 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of the County of Contra Costa (the "County") for that purpose authorize the sale and issuance of tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $25,000,000 under and pursuant to the provisions of the Law; and WHEREAS, pursuant to the District Resolution, the District has approved proceedings for the sale of such notes and has approved the form of an official statement (the "Official Statement') relating to the offering and sale of such notes for the District; NOW, THEREFORE,it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board of Supervisors to issue notes in its name. -1- Section 3. Authorization and Terms of 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 1997/98, and not pursuant to any common plan of financing, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed Twenty-Five Million Dollars ($25,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law,designated the "West Contra Costa Unified School District (Contra Costa County, California) 1997/98 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of issuance. The Notes shall mature and shall bear interest from their date, payable at maturity and computed on a 30-day month/360-day year basis, at the rate of interest to be set forth upon the sale of the Notes pursuant to Section 14 hereof. 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 4. Form of Notes, Book-Entry System. 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$5,000 each or any integral multiple thereof. "CUSIP" 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 or the District 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 District'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 and the District 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 neither the Board nor the District shall be affected by any notice to the contrary. Neither the Board nor the District shall 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 or the District as being an owner, with respect to the accuracy or adequacy 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 District 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 District'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 and the District determine that it is in the best interest of the beneficial owners that they be able to obtain Notes and deliver 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 -2- the Notes at any time by giving notice to the Board and the District 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. 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 respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. 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 purpose for which it is authorized to expend funds from the general fund of the District,including,but not limited to,current expenses,capital expenditures and the discharge of any obligation or indebtedness of the District. Moneys in such proceeds fund shall, to the greatest extent possible, be invested by the Treasurer-Tax Collector of the County (the "Treasurer-Tax Collector"), or such other appropriate investment officer of the County,directly in investments, or through an investment agreement,as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer-Tax Collector or such other appropriate investment officer of the County shall establish. Section 6. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenues and other moneys which are received by the District for the general fund of the District for the fiscal year 1997/98. As security for the payment of the principal of and interest on the Notes, the Board, 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 princi al amount of the Notes to be received by the County on behalf of the District in April, 1998, b} 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 May, 1998, 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 June,1998 (the "Pledged Revenues"). The principal of the Notes and the interest thereon 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 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 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 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. Section 7. Paring Agent. The Treasurer-Tax Collector is hereby appointed to act as the paying agent of the District (the "Paying Agent") for the purpose of paying to the registered -3. owners of the Notes both the principal of and interest on the Notes at maturity and to perform such other duties and powers of the Paying Agent as are prescribed in this Resolution. Section 8. Repayment Fund. There is hereby created a special fund to be held on behalf of the District by the Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the "West Contra Costa Unified School District 1997/98 Tax and Revenue Anticipation Notes Repayment Fund" (the 'Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes,and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity,the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund shall periodically be transferred to the general fund of the District. All Pledged Revenues shall,during the'months in which received,be deposited into the Repayment Fund. On the maturity date of the Notes,the 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 payment of the full principal of and interest on the Notes at maturity. Any moneys remaining in the Repayment Fund after the Notes 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. posit and Investment of Repayment 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 Treasurer-Tax Collector, or such other appropriate investment officer of the County,directly in investments, or through an investment agreement, 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-Notes. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the 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 and Exchange o�f 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 determines 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 12 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 a form approved by the Treasurer-Tax Collector,duly executed. Whenever any Note or Notes shall be -4- surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. 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 12. 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 longer in 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 13. Covenants and Warranties. Based 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 proceedings heretofore taken relative to the authorization of the Notes and has found, as a result of such review,and hereby finds and determines that all acts,conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Notes have existed, happened and been performed in due time, form and manner as required by law,and the Board is duly authorized to issue the Notes in the name of the District and incur indebtedness 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 receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 14. Sale of Notes. Vogel Lopez & Associates, Inc., as financial advisor to the District, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed six percent (6%) per annum. The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board,at the time of sale of the Notes to such purchaser. The 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 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 Treasurer-Tax Collector. Section 15. Official Statement. The District has, in the District Resolution, approved and deemed nearly final within the meaning of Rule 15e2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Notes, in the form on file with the Secretary. The Board hereby authorizes the District's financial advisor and the purchaser of the Notes to distribute said Official Statement in connection with the sale of the Notes. Section 16. Pre avaration of Notes. 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 -5- 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 Treasurer-Tax Collector on behalf of the District. Section 17. Further AWrovals. The Treasurer-Tax Collector,the Clerk of the Board,and any officer of the Board or t1ii County, is further authorized and directed to make, execute and deliver to the purchaser of the Notes: (a) a certificate attesting to the use of the proceeds of the Notes,the investment thereof,and any other matters relating to the exclusion of the interest on the Notes from gross income for federal income taxation purposes pursuant to applicable federal tax law; (b) a certificate certifying to the due execution of the Notes; (c) a receipt evidencing the payment of the purchase price of the Notes, which receipt shall be conclusive evidence that said purchase price has been paid and has been received by the County on behalf of the District; and (d) such other certifications and documentation as may be required in connection with the sale and issuance of the Notes. The purchaser of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or other document with respect to the Notes executed pursuant to the authority of this Resolution. Section 18. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Notes 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 6 hereof. Section 19. Effectiveness of Resolution. This Resolution shall take effect from and after its passage and adoption. I hereby certify that the foregoing is a true and correct copy of a resolution adopted by the Board of Supervisors of Contra Costa County at a regular meeting held on JuneL0, 1997, by the following vote: AYES: Supervisors Rogers , Uilkema, Gerber, Canciamilla, DeSaulnier NOES: (none) ABSENT: (none) By / y5 Chairman [SEAL] Attest: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator r r, By a-tet -. Deputy of the Board 6fSupervisors -6- EXHIBIT A BOARD OF SUPERVISORS OF CONTRA COSTA, CALIFORNIA R4 TIM NAME OF THE WEST CONTRA COSTA LNUMD SCHOOL DISTRICT (CONTRA COSTA COUNTY, CALIFORNIA) 1997/98 TAX AND REVENUE ANTICIPATION NOTE RATE OF INTEREST. MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP: June--, 1998 July_, 1997 REGISTERED OWNER: PRINCIPAL AMOUNT: The WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT, a unified school district organized and existing under the laws of the State of California (the "District"), for value received,hereby promises to pay (but only out of the Pledged Revenues and other moneys and securities hereinafter referred to) to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the Maturity Date identified above, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Rate of Interest identified above in like money from the Original Issue Date identified above. The Principal Amount hereof and interest hereon are payable by check of the Treasurer- Tax Collector of the County of Contra Costa, as Paying Agent (the "Paying Agent"), mailed by first class mail on the Maturity Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the Registration Books of the Paying Agent as of the fifteenth calendar day of the month preceding such Interest Payment Date. This Note is one of an authorized issue of Notes in the aggregate principal amount of Dollars ($ ), all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors (the "Board") of the County of Contra Costa (the "County") duly passed and adopted on June 1997 (the "Resolution"), and pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of this Note exist, have happened and have been performed in regular and due time, form 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 prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the County on behalf of the District for Repayment Fund of the District (as defined in the Resolution) for the fiscal year 1997/98. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District,has pledged 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 April, 1998, (b) 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 May, 1998, 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 June, 1998 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the A-1 interest thereon 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 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 $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges,if any,provided in the Resolution, Notes may be exchanged at the office of the Paying Agent for a like aggregate principal amount and maturity of Notes of other authorized denominations. This Note is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the office of the Paying Agent, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Note. Upon 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 herefor. The County,the District and the Paying Agent may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the County,the District and the Paying Agent shall not be affected by any notice to the contrary. The Notes are not subject to redemption prior to maturity. Unless this Note is presented by an authorized representative of The Depository Trust Company to the Board or the Paying Agent for registration of transfer, exchange or payment, and any Note 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 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 herein. IN WITNESS WHEREOF, the Board of Supervisors of the County of Contra Costa, California has caused this Note to be issued in the name of the District and to be executed by the manual signature of the Treasurer-Tax Collector and countersigned by the facsimile signature of the Clerk of the Board,all as of the Original Issue Date stated above. BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA By Treasurer-Tax Collector (SEAL) Countersigned: By Clerk of the Board A-2 PAYING AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Notes described in the within-mentioned Resolution and registered on the Registration Books. Date: By Treasurer-flax Collector of the County of Contra Costa FORM OF ASSIGNMENT For value received the undersigned do(es)hereby sell,assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within registered Note and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the Registration Books of the Paying Agent with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature(s)must be guaranteed by an eligible guarantor Note: The signature(s)on this Assignment must correspond institution. with the name(s)as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. A-3