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HomeMy WebLinkAboutMINUTES - 06021992 - 1.112 • 11033-03 - JHHW:BDQ:ncc 05,12J92 • a CONTRA COSTA COUNTY RESOLUTION NO. 92/364 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS ON BEHALF OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1992-1993 AND THE ISSUANCE AND SALE OF 1992 TAX AND REVENUE ANTICIPATION NOTES THEREFOR 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"), school districts organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes,the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; and WHEREAS,pursuant to the Law, such notes may 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; WHEREAS,the Board of Trustees of the Antioch Unified School District(the"District") has heretofore adopted its resolution on May 27, 1992,finding and determining that it is desirable that the District borrow funds in an amount not to exceed$6,000,000 with respect to the fiscal year 1992-1993 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra Costa County (the "County") for that purpose authorize the issuaAce 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 $6,000,000, under and pursuant to the provisions of the Law; and 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 to issue notes on its behalf. Section 3.Limitation on Maximum Amount The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the District for the general fund of the District attributable to Fiscal Year 1992-1993,and available for the payment of said notes and the interest thereon(as hereinafter provided). Section 4. 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 1992-1993, 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 six million dollars ($6,000,000 ) in the name and on behalf of the District Such borrowing shall be by the issuance of temporary notes under the Law,designated"Antioch Unified School District(Contra RESOLUTION NO. 92/364 Costa County, California) 1992 Tax and Revenue Anticipation Notes" (the"Notes"). The Notes shall be dated July 1, 1992, shall mature (without option of prior redemption) on June 30, 1993, and shall bear interest from their date,payable at maturity and computed on a 30-day month/360- day year basis.Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America,.as described below. Section S. Form of Notes: Book Entry Only 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$1,000 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 to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the Board's contract'with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"),and the Notes shall be registered in the name of Cede & Co., as nominee for 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 may treat DTC(or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the Board shall not be affected by any notice to the contrary. The Board shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership 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 as being an owner,with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes.The County Treasurer,as paying agent, shall pay all ,principal and interest with respect to the Notes only to DTC,and all such payments shall be valid and effective to fully satisfy and discharge the Board's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below,no person other than DTC shall receive a Note. Upon delivery by DTC to the Board of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede& Co.,the term"Cede&Co."in this Resolution shall refer to such new nominee of DTC. If the Board determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes.In such event,the Board shall issue,transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts.DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver Notes as described in this Resolution.Whenever DTC requests the Board to do so,the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. -2- • Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede&Co.,as nominee of 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 in the representation letter delivered on-the date of issuance of the Notes. Section 6. Use of Proceeds.The moneys so boirowed 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. Section 7. 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 the general fund of the District 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, hereby pledges 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 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. 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 8. RMayment Fund. There is hereby created a special fund to be held on behalf of the District by the County Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the"Antioch Unified School District(Contra Costa County, California) 1992 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. During the months of December, 1992,April, 1993,and May, 1993,all Pledged Revenues shall be deposited into the Repayment Fund. On June 30, 1993, the County 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. DTC will thereupon make payments of principal and interest on the Notes to the DTC Participants who will thereupon make payments to the beneficial owners of the Notes. Any moneys remaining in the Repayment Fund after the Notes and the -3- interest thereon have been paid,or provision for such payment has been made, shall be transferred to the District's general fund. Section 9. Deposit 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 County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly, or through an investment agreement,m investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments. shall,as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 10. Execution of Notes.The Notes shall be executed in the name and on behalf of the District, with the manual or facsimile signature of the County Treasurer-Tax Collector or one or more of his duly authorized deputies and the manual or facsimile counter-signature of the Clerk of the Board of Supervisors (although at least one of such signatures shall be manual)with the seal of the Board impressed thereon, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section ]].Transfer of Notes. Any Note may,in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Notes,DTC 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 13 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer-Tax Collector, accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-Tax Collector, duly executed. Whenever any Note or Notes shall be surrendered for transfer,the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. Section 12.Exchan Lye of Notes.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 13. Note Register. The Treasurer-Tax .Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no 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 14. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery.The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer-Tax Collector upon the same conditions and in substantially the same mariner as the definitive Notes.If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer-Tax Collector shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged,the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Any costs bome by the County for the exchange of the Notes will be reimbursed by the District. Section 15.Notes Mutilated, .If any Note shall become mutilated the Treasurer-Tax Collector, at the expense of the registered owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer-Tax Collector of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer-Tax Collector shall be canceled by it and delivered to, or upon the order of,the Treasurer-Tax Collector.If any Note shall be lost,destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and, if such evidence be satisfactory to the Treasurer-Tax Collector and indemnity satisfactory to it shall be given, the Treasurer-Tax Collector, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 15 and of the expenses which may be incurred by the Treasurer-Tax Collector in the premises.Any Note issued under the provisions of this Section 15 in lieu of any Note alleged to be lost,destroyed or stolen shall constitute an original additional contractual obligation on the part of the Board whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution.This section will not be in effect so long as DTC book entry is utilized. Section 16. 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 and on behalf 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 17. Tax Covenants. (a)Private Business Use Limitation. The Board shall, in reliance upon covenant(s) of the District to that effect,assure that: (i)not in excess of ten percent(10%)of the face amount of the Notes,plus accrued interest and premium, if any, less original issue discount, if any (the "Proceeds"), is used, directly or 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 10 percent of the Proceeds of the Notes 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 (u) 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 -S- (ii)in the event that in excess of five percent.(5%)of the Proceeds 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 (5%) percent of the Proceeds of the Notes is (under the terms of the Notes or any underlying arrangement),directly or indirectly,secured 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,or 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) Private Loan Limitation. The Board shall, in reliance upon the covenant(s) of the District to that effect, 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 a specific essential governmental function) to persons other than state or local government units. (c)Federal Guarantee Prohibition.The Board shall,in reliance upon the-covenant(s) of the District to that effect, 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 Arbitrage.The Board shall, in reliance upon the covenant(s) of the District to.that effect, 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 Notes by the original purchasers thereof would have .caused the Notes to be"arbitrage bonds" within the meaning of section 148(a) of the Code and regulations promulgated thereunder. (e)Rebate of Excess Investment Earnings to United States. The Board acknowledges that the District has covenanted that it will assure compliance with requirements for rebate of excess investment earnings to the federal government in accordance with section 148(f)of the Code,to the extent applicable.The Board acknowledges that the District has delegated to the Superintendent of the District(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 148(f)(4)(D) of the Code (the "Small issuer exemption") or section 148(f)(4)(B)(iii) of the Code (the "safe harbor expenditure exemption'). (f) Small issuer Exemption from Bank Nondeductibility Restriction. The Board acknowledges that the District has delegated to the Superintendent of the District(or his designee) on behalf of the.Disuict,-.the responsibility to designate the Notes for purposes of paragraph (3) of section 265(b) of the:Code,if applicable. Section 18. Sale of Notes.The preparation by the District's financial advisor of an official statement describing the Notes(the"Official Statement")in connection with the offering and sale of the Notes is hereby approved. The actions of the District's financial advisor, on behalf of the District and the Board, in distributing the Official,Statement to such municipal bond brokers- -6- dealers,to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale, are hereby approved. 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 for 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.The County Treasurer-Tax Collector is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the Board, by notice to the successful bidder. The County Treasurer-Tax Collector is hereby authorized to execute a Note purchase agreement or other document in connection with such award. The District's financial advisor is hereby delegated the responsibility of negotiating, receiving, opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the County Treasurer-Tax Collector. Section 19. Preparation of the Notes: Execution of Closing Documents. Jones Hall Hill & White, A Professional Law Corporation, as bond counsel to the District, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Notes,and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the County Treasurer- Tax Collector on behalf of the District The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to make,execute and deliver to the purchaser or purchasers of the Notes(a)a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District 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 148(a) of the Code. 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 County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 20.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 7 hereof. -7- 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 2nd day of June, 1992, by the following vote: AYES.: Supervisors Powers , Fanden, Schroder, Torlakson, McPeak NOES : None ABSENT: None Attest : Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By d 1�p�i.S Deputy Clerk of the Board of Supervisors -8- RESOLUTION NO. 92/364 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 2nd day of lune, 1992, by the following vote: AYES.: Supervisors Powers , Fanden, Schroder, Torlakson, McPeak .- NOES : None ABSENT: None X air, oar Supervisors Attest : Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By Deputy Clerk -S- RESOLUTION NO. 92/364