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HomeMy WebLinkAboutMINUTES - 06041985 - 1.97 I _09711,4 TO: BOARD OF SUPERVISORS Contra FROM: _ Alfred P. Lomeli, Treasurer-Tax Collector , ;' Costa DATE: May 23, 1985 County Issuance and Sale of 1985-86 Tax and Revenue Anticipation SUBJECT: Notes for Antioch Unified School District and Hiring of Bond Counsel and Underwriter SPECIFIC REQUEST(S) OR RECOMMENDATION(S) B BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. Adopt resolution authorizing issuance and sale of 1985 Tax and Revenue Anticipation Notes for the .Antioch Unified School District. 2. Authorize Chairwoman to execute an agreement with 'law firm of Jones, Hall, Hill and White as Bond Counsel and Kelling & Co.a_ Inc. as the Underwriter for said issue. BACKGROUND In order to meet the districts cash requirements for fiscal year 1985-86, we plan to sell no more than 5 million dollars in Tax and Revenue Anticipation Notes. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON M=77 47 APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS XUNANIMOUS (ABSENT I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. County Administrator CC: Auditor-Controller ATTESTED -s Treasurer-Tax Collector PHILQ�TCHELOR, CLERK OF THE BOARD OF Kelling & Co. , Inc. SUPERVISORS AND COUNTY ADMINISTRATOR Jones, Hall, Hill & White M382/7-83 BY DEPUTY D908G JHHW:TEC 5/9/85 5/22/85 RESOLUTION NO. 85/288 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1985-1986 AND THE ISSUANCE AND SALE OF 1985 TAX AND REVENUE ANTICIPATION NOTES THEREFOR WHEREAS, pursuant to Sections 53850 et seg. of the Government Code of the State of California (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 said Sections of the Government Code, such notes shall be issued in the name and on behalf 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; and WHEREAS, the Board of Education of the Antioch Unified School District (the "District") has heretofore adopted its Resolution No. 1984-85-23 on May 21 , 1985, finding and determining that it is desirable that the District borrow funds in an amount not to exceed $5,000,000 with respect to the fiscal year 1985-1986 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra Costa County for that purpose authorize the issuance of and offer for sale tax and revenue anticipation notes in the name and on behalf of the District in the principal amount of not to exceed $5,000,000, under and pursuant to the provisions of the Law; and WHEREAS, the Board approves said request of the Board of Education of the District; NOW, THEREFORE, the Board of Supervisors of Contra Costa County hereby finds, determines, declares and resolves 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. Issuance and Terms of Notes. Solely for the purpose of providing moneys to the District with respect to fiscal year 1985-1986 for any RESOLUTION NO. 85/288 purpose for which the District is authorized to spend moneys, the County hereby determines to and shall borrow the aggregate principal amount of Four Million Dollars ($4,000,000) in the name and on behalf of the District by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State of California, designated "Antioch Unified School District 1985 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be numbered from 1 consecutively upward in order of issuance, shall be dated the date specified in the Contract of Purchase (the "Contract of Purchase") by and between the County, the District, Kelling & Co. Inc. and the co-underwriter who shall be designated in the Contract of Purchase (collectively, the "Underwriters") , shall mature on the date specified in the Contract of Purchase, which maturity date shall be not more than one year from the date of the Notes, and shall bear interest, payable at maturity and computed on a 365-day year basis, at the rate set forth in the Contract of Purchase. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America, at the principal corporate trust office of the paying agent specified in the Contract of Purchase. Section 3. Form of Notes. The Notes shall be issued 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. Section 4. Use of Proceeds. The moneys so borrowed shall be deposited in the Treasury of Contra Costa County to the credit of the District, to be withdrawn and used and expended by the District for any purpose for which it is authorized to expend moneys, including, but not limited to, current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the District. Section 5. Security. 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 District for fiscal year 1985-1986 and which are lawfully available in said fiscal year for the payment of the Notes and the interest thereon; except, however, for moneys which, when received by the District, will be encumbered for any special purpose. As security for the payment of the principal of and interest on the Notes the District hereby pledges (a) "unrestricted moneys", as hereinafter defined, to be received in December, 1985, in an amount equal to $2,000,000, (b) unrestricted moneys to be received in April , 1986, in an amount equal to $2,000,000, and (c) unrestricted moneys to be received in May, 1986, in the amount needed to pay interest on the Notes (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable 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 into the Repayment Fund, as hereinafter defined, of the full amount of the Pledged Revenues to be 2 deposited in any month by 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, cash receipts, and other moneys intended as receipts of the District for fiscal year 1985-1986 and which are generally available for the payment of current expenses and other obligations of the District. Section 6. Paying Agent. The Paying Agent designated in the Contract of Purchase shall act as paying agent of the District for the purpose of paying to the Noteholders upon presentation thereof, at the principal corporate trust office or offices of the Paying Agent designated in the Contract of Purchase, 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. Said Paying Agent shall be compensated for said services in accordance with the terms of said Paying Agent' s written. proposal to the District. Section 7. Repayment Fund. The Pledged Revenues shall be held on behalf of the District by the County in a special fund designated "Antioch Unified School District 1985 Tax and Revenue Anticipation Note 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 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 maturi.ty, the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created. From the date this Resolution takes effect, all Pledged Revenues shall , during the months in which received, be deposited in the Repayment Fund. On or before the first day preceding the maturity date of the Notes, the moneys in the Repayment Fund shall be transferred by the County to the Paying Agent and used, to the extent necessary, to pay the principal of and interest on the Notes. 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 , at the request of the District, be transferred to the District. Section 8. Deposit and Investment of Fund. All moneys held on behalf of the District by the County in the Repayment Fund, if not invested, shall be held in time or demand deposits of 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, to the greatest extent possible, shall be Invested in investment securities by the appropriate officer of the County, as permitted by the laws of the State of California as now in effect and as hereafter amended, modified or supplemented from time to time, and the proceeds of any such investments shall be deposited in the Repayment Fund and 3 shall be part of the Pledged Revenues. Section 9. Execution of Notes. The Notes shall be executed in the name and on behalf of the District, with the manual signature of the Treasurer/Tax Collector of the County or one or more of his duly authorized deputies and the facsimile counter—signature of the Clerk of the Board of Supervisors with the seal of the Board impressed thereon. Section 10. Covenants and Warranties. It is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution 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 and on behalf of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The County and the District and their appropriate officials have duly taken all proceedings•- necessary to be taken by them, and wi l l 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 11 . Arbitrage Covenant. This Board, as governing body of Contra Costa County, the issuer of the Notes, hereby covenants that the Board will not make any use of the proceeds of the Notes which, if such use had been made of such proceeds on the date of issuance of the Notes, would have caused the Notes to be "arbitrage bonds" under Section 103(c) of the Internal Revenue Code of 1954, as amended; and, to that end, so long as any of the Notes are outstanding, the Board, with respect to the proceeds of the Notes , and all officers having custody or control of such proceeds, shall comply with all requirements of said section and of the regulations of the United States Department of the Treasury thereunder, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds." Section 12. Sale of Notes . The Notes are hereby authorized to be sold to the Underwriters pursuant to and in accordance with the Contract of Purchase, to be dated as of the date of execution thereof by the County and the District, by and between the County, the District and the Underwriters in substantially the form on file with the Clerk of the Board and the Clerk of the District. Said form of Contract of Purchase is hereby approved, and the County Treasurer/Tax Collector is hereby authorized and directed to execute the Contract of Purchase for and in the name and on behalf of the County, upon 4 presentation by the Underwriters to the Board of a rate of interest acceptable to the County Treasurer/Tax Collector, with the approval of any authorized officers of the District, but said interest rate not to exceed eight percent (8x) per annum. Section 13. Official Statement. The Board hereby approves the preliminary official statement describing the Notes, in substantially the form submitted by the Underwriters and on file with the Clerk of the Board and the Clerk of the District, together with any changes therein or additions thereto deemed advisable by the County Treasurer/Tax. Collector or any authorized officers of the District. Distribution by the Underwriters of said preliminary official statement to prospective purchasers of the Notes is hereby approved, ratified and confirmed. The County Treasurer/Tax Collector or any authorized officers of the District are hereby authorized and directed to approve any changes in or additions to a final form of said official statement deemed advisable by the County Treasurer/Tax Collector or any authorized officers of the District. Section 14. Agreement for Bond Counsel Services; Costs of Issuance. The Board hereby approves that certain agreement for bond counsel services by and between the County and Jones Hall Hill & White, A Professional Law Corporation, in substantially the form presented at this meeting and the Chairman of the Board or any other officer of the Board of Supervisors of Contra Costa County are hereby authorized and directed to sign said agreement for and on behalf of the County. All costs incurred by the County or the District in connection with the issuance of the Notes, including but not limited to printing of any official statement, rating agency costs, bond counsel fees and expenses, underwriting discount and costs, paying agent fees and expenses, the cost of printing the Notes, and any compensation owing to any officers or employees of the County or the District for their services rendered in connection with the issuance of the Notes, shall be payable solely from the proceeds of the Notes. Section 15. Preparation of Notes; Official Action. Jones Hall Hill & White, A Professional Law Corporation, as bond counsel to the County, 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 Contract of Purchase, and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to the purchaser or purchasers thereof upon the receipt of the purchase price by the County, in accordance with the Contract of Purchase. The Chairman of the Board or any other officer of the Board of Supervisors of Contra Costa County are further authorized and directed to make, execute and deliver to the purchaser 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, (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 5 the Notes has been paid and has been received by the County, and (c) a certificate attesting to the use of the proceeds of the Notes, the investment thereof, and any other matters relating to the tax exemption of the Notes pursuant to Section 103(c) of the Internal Revenue Code of 1954, as amended. 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 Board are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. PASSED AND ADOPTED by the Board of Supervisors of Contra Costa County, California, this 4th day of June, 1985, by the following vote: AYES: Supervisors PoTvers , McPeak, Schroder , Torlakson,Fanden. NOES: None. ABSENT: None. hereby certify that this is a tr-:-a--nd c c rrect copy of an action taken ar d cytorc_ on the minutes of the Board of Super::-':- c1 ;.;hc,..n. ATTESTi_i.: ��S of Supe: c: By , Deputy RESOLUTION N0 , 85/288 6 EXHIBIT A STATE OF CALIFORNIA COUNTY OF CONTRA COSTA ANTIOCH UNIFIED SCHOOL DISTRICT 1985 TAX AND REVENUE ANTICIPATION NOTE No. $ Date: 1985 FOR VALUE RECEIVED, Antioch Unified School District of Contra Costa County (the "District"), State of California, acknowledges itself indebted to and promises to pay to the holder hereof, at the principal corporate trust office of in California, the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on 1986, together with interest thereon at the rate of _% per annum in like lawful money from the date hereof until payment in full of said principal sum. Both the principal of and interest on this Note shall be payable only upon surrender of this Note as the same shall fall due; provided, however, no interest shall be payable for any period after maturity during which the holder hereof fails properly to present this Note for payment. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of Four Million Dollars ($4,000,000), all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors of Contra Costa County entitled "Resolution of the Board of Supervisors of Contra Costa County Providing for the Borrowing of Funds for Fiscal Year 1985-1986 and the Issuance and Sale of 1985 Tax and Revenue Anticipation Notes Therefor", duly passed and adopted on June 4, 1985, 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 the Notes have existed, happened and 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. 7 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 the Repayment Fund of the District for fiscal year 1985-1986. As security for the payment of the principal of and interest on the Notes the District has pledged (a) $2,000,000 of "unrestricted moneys", as hereinafter defined, to be received in December, 1985, (b). $2,000,000 of unrestricted moneys to be received in April , 1986, and (c) any additional amount required to pay the interest on the Notes, of unrestricted moneys to be received in May, 1986 (such pledged amounts being hereinafter called the "Pledged Revenues"); and the principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues, ' and to the extent not so paid shall be paid from any other moneys of, the District lawfully available therefor. As used herein, the term "unrestricted moneys" means the taxes, income, revenue, cash receipts, and other moneys, intended as receipts for the District for fiscal year 1985-1986 and which are generally available for the payment of current expenses and other obligations of the District and which, when received by the District, will not be encumbered for any special purpose. IN WITNESS WHEREOF, the Board of Supervisors of Contra Costa County, California has caused this Note to be executed by the manual signature of its Treasurer/Tax Collector and countersigned by the facsimile signature of the Clerk of the Board, and caused its official seal to be affixed hereto all as of this 4th day of June , 1985. COUNTY OF CONTRA COSTA By County Treasurer/Tax Collector ES E A L] Countersigned: Clerk of the Board of Supervisors 8