Loading...
HomeMy WebLinkAboutMINUTES - 06021992 - 1.112 (2) EXHIBIT A Board of Supervisors of Contra Costa County, California on Behalf and in the Name of the ANTIOCH UNIFIED SCHOOL DISTRICT (Contra Costa County; California) 1992 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: June 30, 1993 July 1, 1992 REGISTERED OWNER: CEDE&CO. ' PRINCIPAL SUM: DOLLARS The ANTIOCH UNIFIED SCHOOL DISTRICT, Contra Costa County, State of 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 lawful money at the rate per annum stated above, payable on the Maturity Date stated above, calculated on the basis of 360-day year composed of twelve 30-day months. Both the principal of and interest on this Note shall be payable at maturity to the Owner. 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 ($ ), all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors of Contra Costa County (the"Board") entitled"Resolution Providing for the Borrowing of Funds for Fiscal Year 1992-1993 and the Issuance and Sale of 1992 Tax and Revenue Anticipation Notes Therefor," duly passed and adopted on June 2, 1992 (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 1992-1993. 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 December, 1992, (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 April, 1993, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on Exhibit A Page 1 RESOLUTION NO. 92/364 behalf of the District in May, 1993 (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 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 h. 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 and 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 herefor. 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 BOARD FOR PURPOSES OF SECTION 265(b) OF THE INTERNAL REVENUE CODE OF 1986. 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 on behalf of the District 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 County Treasurer-Tax Collector (SEAL) Countersigned: By Clerk of the Board Exhibit A Page 2 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian TEN ENT-- as tenants by the (Cust) (Minor) entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with Act right of survivorship (State) and not as tenants in common ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-registered Note and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the Note register of the Board with full power of substitution in the premises. Dated: 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 member firm of the New York Stock Exchange or a commercial bank or trust company. Exhibit A Page 3 06/01/92 15:58 12510 757 2937 AUSD X1001/005 F" TAY aMIT'I AL To: Phil Batchelor er ol the Board - Contra Costa County Supervisors IYOM: Jim Wells Comments: We have been informed by K.elling, Northcross & Nobriga today that you need this for tonight's Supervisor's meeting. Should you need an original later, please let me know. I I Total number of pages to be sent 5 (including this sheet). If you do not receive the correct number of pages, please contact the sender at (510) 706-5320. Antioch Unified School District100 520'%" Street Mailing Address: P.O. Boz M Antioch, California 941109 510-706-4100 Fax: 510-757-2937 06/01/92 15:59 $510 757 2937 AUSD QOD2/005 11033-03 05/12/92 05/20/92 ANTIOCN UNIFIED SCHOO1, DISTRICT RESOLUTION No. 1991-92-32 RESOLUTION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES ON BEHALF OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1992-I993 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $3,800,000 AND AUTHORIZING THE SALE THEREOF AND AUTHORIZING PREPARATION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH RESOLVED, by the Board. of Trustees of the Antioch Unified School District (the "District").as follows: WHEREAS, school districts organized and existing under the laws of the State of California are authorized by Article 7.6(commencing with section 53850)of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Governtnent Code (the`Law") to borrow money by the issuancr,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 notes may be issued in the name and on behalf 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 District has determined that it is desirable that the District borrow funds in an amount not to exceed$3,800,004 with respect to fiscal year 1992-1993 for authorized purposes of the Lhstritt; NOW,THEREFORE,it is heeby DETERMINED and ORDERED as follows: Section 1. Reguest.The Board of Supervisors (the'Boar&)of Contra Costa County (the "County')is hereby requested to issue tax and revenue stoic ation notes in the name and on behalf of the District in the principal amount of not to exceed W3,800,000 (the "Notes"), under and pursuant to the provisions of tht Law. Section 2. Pled ee. The Notes shall be obligations of the District and shall be severed by a pledge of and first lien and Charge against the first"unrestricted moneys",as hereinafter defined, (a)in an amount equal to fifty percent(5096)of the pin amount of the Noes to be received by the County on behalf of the L?isvict in]anttary, 1993,(b)in an amount equal to fifty jm=t(50%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 1993,and (c)in an amount equal to all interest dot on the Notes at maturity to be received by the County an behalf of the District in May, 1993(the"Pledged Revenues').To the extort not so paid from the Pledged Revenues,the Notes shall be paid frmn any od=moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to pemuit the deposit in the Repayment Fund(as hcrebu&er 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 front any other mameys of the District lawfully available for the repayment of tate Notes and interest thereon. Tire term "unrestricted 06/01.'92 15:59 V510 757 2937 AUSD _ X1003/005 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 3.Anumval of lscs_ance Resolution.The resolution entitled"Resolution Providing for the Borrowing of Funds on Behalf of the Antioch Unified School District for Fiscal Year 199 1993 and the Issuance and Sale of 1992 Tax and Revenue Anticipation Notes Therefore' (the "Issuance Resolution"), to be adopted by the Board, in subsmntially the form presented to the Board of Trustees at this meeting, together with any additions to or changes therein deemed necessary or advisable by the Board,is hereby approved. Section 4.Official SMtg=t.IMe Board of Trustees hereby authorizes the preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement'). The Board of Triiste s authorizes the distribution by the financial advisor to the District of the Official Statement to prospective purchasers of the Notes,and authorizes and directs the Superintendent (or his designee) on behalf of the District to deem"final"pursuant to Rule l Sc2-12 under the Securities Exchange Act of 1934(the"Rule')the Official Statement prior to its distribution by the financial advisor to the District The execution of the Official Statement,which shall include such changes and additions thereto deemed advisable by the Superintendent or any other qualified officer of the district and such information permitted to be excluded from the Official Statement pursuant to the Rules shall be c inclusive evidence of the approval of the Official Statement by the District The Superintendent(or his designee)we separately authorized and directed to execute the Official Statement and a statement that the facts contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were,at the time of sale of the Notes,true and correct in all material respects and that the Official Statement did not,on the date of sale of the Notes,and does not,as of the date of delivery of the Notes,contain any untrue statement of a material fact with respect to the District or omit to state material facts with respect to the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made.The Superintendent(or his designee)shall take such further actions prior to the signing of the Official Statement as are decreed necessary or appropriate to verify the accuracy thetwf. Section S.,&ale of the Notes, The Official Statement is approved for distribution in the offering and sale of the Notes. The District's financial advisor,on behalf of the District and the Board,is authorized and directed to cause the Official Statement to be distributed to such municipal bond broker-dealers.to such banldng institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale.The District's financial advisor,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 far the Notes,so long as the net interest cost to the District does not exceed six percent(6%).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 the purchaser identified. Section 6.Tax C oven n s (a)Edy Business Use Lj M=.7be District shall asswe that: (i)not in excess of ten ymcent(10%)of the face arnwunt of the Notes,plus accrued interest and premium, if any, less original issue discount, if any (the "Proceeds"), is used, directly or 2- 06/01/92 16:01 IT510 757 2937 AUSD Q004/005 indirectly, in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person,excluding,however, use by a governmental unit and use as a member of the general public("Private Business Use")if,in addition,the payment of the principal of,or the interest on more than ben percent(10%)of the Proceeds of the Nous is(under the terms of the Notes or any underlying arrangement) directly or indirectly, (i) secured by any interest in property,or payments in respect of property,used or to be used for a Private Business Use,or(iii) to be derived from payments(whether or not to the District) in respect of property,or borrowed money,used or to be used for a Private Business Use;and (ii)in the event that in excess of five percent(546)of the Procreds of the Notes is used for a Private Business Use,and,in addition,the payment of the principal of,or the interest on,more than five percent (5%) of the Proceeds of the Notes is, (under the terms of the Notes or any underlying arrangement)directly or indirectly,severed by any'interest in property,or payments in respect of property, used or to be used for said Private Business Use or is to be derived from payments(whether or not to the District)in respect of property,ar borrowed money,used or to be used for a Private Business Use,then,(A)said excess over said five percent(5%)of the Proceeds of the Notes which is used for a Private Business Use shall be.used for a Private Business Use related to a government use of such Proceeds and (B)each such Private Business use over five percent(5%)of the Proceeds of the Notes which is related to a government use of such Proceeds shall not exceed the amount of such Proceeds which is used for the government use of Proceeds to which such Private Business Use is related. (b)Priva _Loan I imit..�n',The District shall assure that not in excess of five percent(5%) of the Proceeds of the Notes is to be used, directly or indirectly, to make or finance loans (excluding investments and excluding loans which enable the borrower to finance any governmental tax or assessment of general application for it specific essential governmental function)to persons other than state or local government units. (c)Federal GuMntee Pro 'bid tion.The District shall not take any action or permit or suffer any action to be taken if the result of the same, would be to cause the Notes to be "federally guaranteed" within the meaning of section 149(b) of the Internal Revenue Code of 1986 (the "Code"}and the regulations promulgated thereunder. (d)No Arbitree.The District shall not take,or permit or suffer to be taken any action with respect to the Proceeds of the Notes which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date upon which there is a physical delivery of the Notes in exchange for the amount representing the purchase of the Notts by the original purchasers thereof would have caused the Notes to be"arbitrage bonds"within.the meaning of section 148(x)of the Code and regulations promulgated thereunder. (e)Reba of Excess]nyes_tment Earnings to United Slams The District covenants that it will assure compliance with requirements for rebate of excess investment earnings to the foderal government in accordance with section 148({)of the Code,to the extent applicable.The District hereby delegates to the Superintendent(or his designee)on behalf of the District,the responsibility to determine and certify on behalf of the District whether the District will satisfy the provisions of section 1480)(4)(D)of the Code(the"small issuer exemption")or section 148(f)(4)(B)(iii)of the Code(the"safe harbor expenditum exemptiotf). (f) Small Issuer Exemg tion from Bank Nendednttibility RcudQd2n.The Maim hereby delegates to the Superintendent (or his designee) on behalf of the District,the responsibility to designate the Notes for purposes of paragraph(3)of section 265(b)of the Coft if applicable. -3- 06/01/92 16:02 0510 757 2937 AUSD 0005/005 Section 7.No Te=nt=Transfers.It is hereby covenanted and warranted.by the District pursuant to Article XVI, Section b of the Constitution of the State of California that it will not request the County Treasura-Tater Collector to matte temporary transfers of funds in the custody of the County Treasure'-Tax Collector to meet any obligations of the District during the 1992-1993 fiscal year. Section 8.Further AUthVd"ion. All actions hemtofbm taken by the officers and agents of the District with respect to the sale and issuance of the Notes are hereby approved, and the Superintendent, the Clerk of the Board and any and all other'offcers of the District are hereby authorized and directed for and in the narne and on behalf of the District,to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions,agreements and other documents,which they,or any of them,may deem necemary or advisable in order to consummate the lawful issuance and delivery of the Notes in ao=dance With the Issuance Resolution and this resolution. The District hereby approves that certain agreement for bond counsel services by and between the District and ]ones Hall Hill & White, A Professional Law Corporation, in substantially the form presenter at this meeting. The District herebyaappppr��oves that certain agreement for financial advisory services by and between the District and 17elling,Nor dross& Nobriga, Inc.,in substantially the forth presented at this meeting. All costs incurred by the Board 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 Board, the County or the District for their services rendered in connection with the issuance of the Notes,shall be payable by District- Section 9. Indemnification.The District shall indemnify and hold harmless, to the extent permitted by law,the County and its officers and employees (the"indemnified Parties"),against any and all losses, claims, damages or liabilities,joint or several. to which such Indemnified Parties may become subject,because of action or inaction related to the Notes.The District shall also reimburse the Indemnified Patties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions.. Section 10.Effective Date.This resolution shall take effect from and after its adoption. I hereby certify that the foregoing resolution was duly adapted at a meeting of the Board of Trustees of the Antioch Unified School District held on the 27th day of May, 1992, by the following vote: AYES,and in favor of,Board Members: 5 NOES,Board Members: 0 ABSENT,Board Members: 0 B C.Ierk B s