HomeMy WebLinkAboutMINUTES - 06071994 - 1.61 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA
RESOLUTION NO. �3 o,9
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CONTRA COSTA
PROVIDING FOR THE ISSUANCE OF CONTRA COSTA COMMUNITY COLLEGE
DISTRICT, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA 1994 TAX
AND REVENUE ANTICIPATION NOTES IN A PRINCIPAL AMOUNT NOT TO
EXCEED $10,000,000
WHEREAS,pursuant to Sections 53850 et seg.of the Government Code of the State of California
(the "Act")contained in Article 7.6 thereof, entitled "Temporary Borrowing," on or after the first day of
any fiscal year (being July 1), a school district may borrow money by issuing Notes for any purpose for
which the school district is authorized to expend moneys, including but not limited to current expenses,
capital expenditures, and the discharge of any obligation or indebtedness of the school district; and
WHEREAS, Section 53853 of the Act provides that such Notes must be issued in the name of the
school district by the board of supervisors of the county, the county superintendent of which has
jurisdiction over the school district, as soon as possible following the receipt of a resolution of the
governing board of the school district requesting the borrowing; and
WHEREAS,the County Superintendent of the Board of Education of County of Contra Costa(the
"County")has jurisdiction over Contra Costa Community College District(the "District"), and this Board
of Supervisors of the County (the "County Board") has received a resolution of the Governing Board of
the District(the "District Board"), being the governing board of the District,dated April 27, 1994, entitled
"RESOLUTION OF THE GOVERNING BOARD OF CONTRA COSTA COMMUNITY COLLEGE
DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,000,000 1994 TAX AND
REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF
SUPERVISORS OF THE COUNTY OF CONTRA COSTA TO ISSUE SAID NOTES" (the "District
Resolution"), attached hereto as Exhibit C, which District Resolution requests the borrowing of not to
exceed Ten Million Dollars ($10,000,000) at an interest rate not to exceed twelve percent (12%) through
the issuance by the County Board of 1994 Tax and Revenue Anticipation Notes(the "Notes")in the name
of the District; and
WHEREAS, such Notes are payable not more than twelve months after their date of delivery
which is during the fiscal year succeeding the fiscal year 1994-1995 in which such Notes were issued,but
as required by Section 53854 of the Act, such date is not later than fifteen months after the date of issue,
and such Notes shall be payable only from revenue received or accrued during the fiscal year 1994-1995
in which issued; and
WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes, income,
revenue, cash receipts or other moneys deposited in inactive or term deposits (but excepting certain
moneys encumbered for a special purpose unless an equivalent amount of the proceeds from said Notes
10320\00163\13499.2 1
is set aside for and used for said special purpose); and the District Resolution specifies that certain
unrestricted revenues that will be received by the District for the General Fund of the District during or
allocable to fiscal year 1994-1995 are pledged for the payment of the Notes; and
WHEREAS, the Notes shall be a general obligation of the District, and to the extent not paid from
the taxes, income, revenue, cash receipts and other moneys of the District pledged for the payment thereof
shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as
required by Section 53857 of the Act; and
WHEREAS, the Notes shall be in denominations of $5,000, or integral multiples thereof, as
permitted by Section 53854 of the Act; shall be issued on the date provided in the BankAmeri TRAN''°'
Program.Placement Agreement (the "Placement Agreement")therefor, as permitted by Section 53853 of
the Act; and shall be in the form and executed in the manner prescribed herein, as required by
Section 53853 of the Act; and
WHEREAS, the District Board hasJound and determined that said $10,000,000 maximum
principal amount of Notes to be issued by the County Board in fiscal year 1994-1995, when added to the
interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the
uncollected taxes, income, revenue (including but not limited to revenue from state and federal
governments), cash receipts and other moneys of the District which will be available for the payment of
the Notes and interest thereon, as required by Section 53858 of the Act; and
WHEREAS, the Notes will not be outstanding after a period ending twelve months after the date
on which such Notes are issued and will not be issued in an amount greater than the maximum anticipated
cash flow deficit to be financed by the anticipated tax or other revenue sources for the period for which
such taxes or other revenues are anticipated and during which such Notes are outstanding, all as provided
in the Income Tax Regulations of the United States Treasury as promulgated in Section 148 of the Internal
Revenue Code of 1986, as amended; and
WHEREAS,pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986,as amended(the
"Code"), under certain circumstances, certain obligations the interest on which is exempt from federal
income tax under Section 103 of the Code may be designated by the issuer thereof as "qualified
tax-exempt obligations," thereby allowing certain financial institutions that are holders of such qualified
tax-exempt obligations to deduct for federal income tax purposes a portion of such institution's interest
expense that is allocable to such qualified tax-exempt obligations, all as determined in accordance with
Sections 265 and 291 of the Code;
WHEREAS, the District Board has represented in the District Resolution that:
(1) the Notes authorized by this resolution are not private activity bonds within the meaning
of Section 141 of the Code;
(2) the District, together with all of its subordinate entities, has not issued obligations (other
than those obligations described in paragraph 4 below) in calendar year 1994 the interest on which is
exempt from federal income tax under Section 103 of the Code;
(3) the District reasonably anticipates that it, together with its subordinate entities will issue
during the remainder of calendar year 1994 obligations (other than those obligations described in
10320\00163\13499.2 2
r
J
paragraph 4 below) the interest on which is exempt from federal income tax under to Section 103 of the
Code which, when aggregated with all obligations described in paragraph 2 above, will not exceed an
aggregate principal amount of$10,000,000; and
(4) notwithstanding paragraphs(2)and(3)above,the District and its subordinate entities may
have issued in calendar year 1994 and may continue to issue during the remainder of calendar year 1994
private activity bonds other than qualified 501(c)(3) bonds as defined in Section 145 of the Code; and
WHEREAS, the District Board has designated the Notes as "qualified tax-exempt obligations"
within the meaning of Section 265(b)(3) of the Code;
NOW, THEREFORE, THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA
COSTA HEREBY RESOLVES AS FOLLOWS:
Section 1. Authorization of Issuance of Notes; Terms Thereof. The County Board hereby
determines to and shall issue in the name of the District, an amount not to exceed $10,000,000 principal
amount of Notes under Sections 53850 et seg. of the Act, designated "Contra Costa Community College
District, County of Contra Costa, State of California, 1994 Tax and Revenue Anticipation Notes"; to be
numbered from 1 consecutively upward in order of issuance (if more than note is issued); to be in the
denominations of $5,000, or integral multiples thereof, as determined by the Purchaser (as hereinafter
named); to be dated the date of delivery thereof, to mature (without option of prior redemption) not more
than twelve (12) months such date of delivery; and to bear interest, payable at maturity and computed on
a 30-day month/360-day year basis, at the rate or rates determined at the time of sale thereof, but not in
excess of twelve percent per annum. 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 office of the
County Treasurer-Tax Collector(the "Treasurer") who is hereby designated to be the paying agent on the
Notes.
Section 2. Form of Notes. The Notes shall be issued in registered form 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 may be initially
registered in the name of"Cede& Co."as nominee of The Depository Trust Company, and in such event
shall be evidenced by one note in the full principal amount of the Notes. The Depository Trust Company,
New York, New York is hereby appointed depository for the Notes (the "Depository"). Registered
ownership may not thereafter be transferred except as set forth in Section 4 hereof. There shall be
simultaneously delivered with each note, the legal opinion of Brown & Wood respecting the validity of
the Notes and, immediately preceding such legal opinion, a certificate executed with the facsimile
signature of the Chairman of the County Board (the "County Chairman"), said certificate to be in
substantially the following form:
I HEREBY CERTIFY that the following is a true and correct copy of the legal opinion regarding
the Notes therein described that was manually signed by Brown & Wood and was dated as of the
date of delivery of and payment for said Notes.
[Facsimile Signaturel
Chairman, Board of Supervisors
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14
Section 3. Transfer and Exchange of Notes. In the event the Notes are not registered in the name
of"Cede& Co.",the registration of any note may, in accordance with its tenons, be transferred, upon the
registration books kept by the Paying Agent for such purpose, by the person in whose name it is
registered, in person or by his or her duly authorized attorney, upon surrender of such note for
cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form
approved by the Paying Agent.
Whenever any note shall be surrendered for registration or transfer, the Paying Agent shall execute
and deliver a new note, for a like aggregate principal amount. The Paying Agent shall require the note
owner,requesting such registration of transfer to pay any tax or other governmental charge required to be
paid with respect to such transfer. The Paying Agent may require the owner requesting such registration
of transfer to pay such additional reasonable charge as may be necessary to cover customary expenses
incurred and fees charged by the Paying Agent with respect to such registration of transfer. The Paying
Agent may treat the registered owner of any note as the absolute owner thereof for all purposes
whatsoever in accordance with this resolution, and the Paying Agent shall not be affected by any notice
to the contrary.
Subject to the provisions of Section 4 hereof, Notes may be exchanged at the office of the Paying
Agent in Martinez, California for a like aggregate principal amount of Notes in other authorized
denominations. The Paying Agent shall require the payment by the note owner requesting such exchange
of any tax or other governmental charge required to be paid with respect to such exchange. The District
may require the owner requesting such exchange to pay such additional reasonable charge as may be
necessary to cover customary expenses incurred and fees charged by the Paying Agent with respect to such
exchange.
Section 4. Use of Depository. (1) If the Notes are initially registered as provided in Section 2
hereof, registered ownership of the Notes,or any portion thereof, may not thereafter be transferred except:
(i) To any successor of Cede & Co., as nominee of The Depository Trust
Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this
Section 4 (a "substitute depository"); provided, that any successor of Cede & Co., as nominee of
The Depository Trust Company or a substitute depository, shall be qualified under any applicable
laws to provide the services proposed to be provided by it;
(ii) To any substitute depository not objected to by the Paying Agent, upon
(1) the resignation of The Depository Trust Company or its successor(or any substitute depository
or its successor) from its functions as depository, or (2) a determination by the District to
substitute another depository for The Depository Trust Company (or its successor) because The
Depository .Trust Company or its successor(or any substitute depository or its successor) is no
longer able to carry out its functions as depository; provided, that any such substitute depository
shall be qualified under any applicable laws to provide the services proposed to be provided by
it; or
(iii) To any person as provided below, upon (1) the resignation of The
Depository Trust Company or its successor (or substitute depository or its successor) from its
functions as depository, or (2) a determination by the County to remove The Depository Trust
Company or its successor (or any substitute depository or its successor) from its functions as
depository.
10320\00163\13499.2 4
(2) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (1)
of this Section 4, upon receipt of the outstanding Notes by the Paying Agent, together with a
request of the District to the Paying Agent, a new note shall be executed and delivered in the
aggregate principal amount of the Notes registered in the name of such successor or such
substitute depository, or their nominees, as the case may be, all as specified in such request of the
District. In the case of any transfer pursuant to clause (iii) of subsection (1) of this Section 4,
upon receipt of the outstanding Notes by the Paying Agent together with a request of the District
to the Paying Agent, new Notes shall be executed and delivered in such denominations numbered
in the manner determined by the Paying Agent and registered in the names of such persons as are
requested in such a request of the District; provided, the Paying Agent shall not be required to
deliver such new Notes within a period less than sixty (60) days from the date of receipt of such
a request of the District. Thereafter, Notes shall be transferred pursuant to Section 3 hereof.
(3) The Paying Agent shall be entitled to treat the person in whose name any note is
registered as the owner thereof for all purposes of this resolution and any applicable laws,
notwithstanding any notice to the contrary received by the Paying Agent or the District; and the
Paying Agent shall have no responsibility for transmitting payments to, communication with,
notifying, or otherwise dealing with any beneficial owners of the Notes and neither the District
nor the Paying Agent will have any responsibility or obligations, legal or otherwise, to the
beneficial owners or to any other party, including The Depository Trust Company or its successor
(or substitute depository or its successor), except for the Owner of any Notes.
(4) So long as the outstanding Notes are registered in the name of Cede & Co. or its
registered assigns, the Paying Agent shall cooperate with Cede & Co., as sole registered Owner,
or its registered assigns in effecting payment of the principal of and interest on the Notes by
arranging for payment in such manner that funds for such payments are properly identified and
are made immediately available on the date they are due.
Section 5. Deposit of Note Proceeds. Proceeds from the sale of the Notes shall be deposited in
the General Fund of the District.
Section 6. Payment of Notes.
(A) Source of Payment. The principal amount of the Notes,together with the interest thereon,
shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the
District during fiscal year 1994-1995 and which are available therefor. The Notes shall be a general
obligation of the District, and to the extent the Notes are not paid from the Pledged Revenues,defined
below, the Notes shall be paid with interest thereon from any other moneys of the District lawfully
available therefor, as provided in the District Resolution and by law.
(B) Pledged Revenues. As security for the payment of the principal of and interest on the
Notes, as provided in the District Resolution, the District has pledged an amount equal to forty percent
(40%) of the principal amount of the Notes from the unrestricted revenues received by the District for the
month ending January 31, 1995; an amount equal to sixty percent (60%) of the principal amount of the
Notes from the unrestricted revenues received by the District plus an amount sufficient to pay interest on
the Notes and any deficiency in the amounts required to be deposited during any prior month, from
unrestricted revenues received by the District in the month ending April 30, 1995 (such pledged amounts
being hereinafter called the "Pledged Revenues"). The term "unrestricted revenues" shall mean taxes,
10320\00163\13499.2 5
income, revenue, cash receipts, and other money of the District as provided in Section 53856 of the Act,
which are 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 principal of the Notes and the interest thereon shall be a first lien and charge against and shall
be payable from the first moneys received by the District from such Pledged Revenues as provided by law.
In the event that there are insufficient unrestricted revenues received by the District to permit the
deposit into the Repayment Fund, as hereinafter defined, of the full amount of Pledged Revenues to be
deposited from unrestricted revenues in any month, then the amount of such deficiency shall be satisfied
and made up from any other moneys of the District lawfully available for the repayment of the Notes and
the interest thereon.
(C) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be held,
by the Treasurer in a special fund designated as the "Contra Costa Community College District, County
of Contra Costa, State of California, 1994 Tax and Revenue Anticipation Notes Repayment Fund"(herein
called the 'Repayment Fund") and applied as directed in this Resolution. Any moneys placed in the
Repayment Fund shall be for the benefit of the holders 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 only for the purposes for which the
Repayment Fund is created.
(D) Disbursement and Investment of Moneys in Repayment Fund. From the date this
Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund.
After such date as the amount of Pledged Revenues deposited in the Repayment Fund shall be sufficient
to pay in full the principal of and interest on the Notes, when due, any moneys in excess of such amount
remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the District
upon the request of the District. On the maturity date of the Notes, the moneys in the Repayment Fund
shall be used, to the extent necessary, to pay the principal of and interest on the Notes.
Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request
of the District in investment securities by the Treasurer, as permitted by applicable California law, as it
is now in effect and as it may be amended, modified or supplemented from time to time; provided that
no such investments have a maturity date later than the maturity date of the Notes.
Section 7. Execution of Notes. The Treasurer and the County Chairman is hereby authorized to
sign the Notes manually or by facsimile signature and a Clerk of the County Board(the "Clerk")is hereby
authorized to countersign the Notes manually or by facsimile signature (provided that at least one of the
foregoing shall sign manually), and said Clerk is hereby authorized to affix the seal of the County thereto
by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof
to be filled in as may be appropriate.
Section 8. Approval of the Placement Agreement. The Notes are hereby authorized to be sold
to Bank of America NT&SA (the "Purchaser")pursuant to the terms of the Placement Agreement for the
Notes, substantially in the form attached hereto as Exhibit B, which Placement Agreement is hereby
approved. The Treasurer, or designated deputy thereof, or the County Chairman is hereby authorized to
execute and deliver the Placement Agreement, and the Superintendent or the Deputy Superintendent,
respectively, of the District, are each hereby authorized and requested to acknowledge such Placement
10320\00163113499.2 6
• •
Agreement, if requested, but with such changes therein, deletions therefrom and modifications thereto as
the Treasurer, or designated deputy thereof, or the County Chairman may approve, such approval to be
conclusively evidenced by the execution and delivery thereof, provided, however, that the maximum
interest rate on the Notes shall not exceed twelve percent (12%) per annum. The Treasurer, an authorized
deputy thereof, or the County Chairman is further authorized to determine the maximum principal amount
of Notes to be specified in the Placement Agreement for sale by the County Board, up to $10,000,000 and
to enter into and execute the Placement Agreement with the Purchaser, if the conditions set forth in this
Resolution are satisfied.
Section 9. Delivery of Notes. The proper officers of the County Board are hereby authorized and
directed to deliver the Notes to the Purchaser in accordance with the Placement Agreement. All actions .
heretofore taken by the officers and agents of the County Board with respect to the sale and issuance of
the Notes are hereby approved, confirmed and ratified, and the officers of the County Board are hereby
authorized and directed, for and in the name and on behalf of the County Board, to do any and all things
and take any and all actions and execute and deliver any and all certificates, agreements and other
documents, including but not limited to those described in the Placement Agreement, which they, or any
of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of
the Notes in accordance with this Resolution and resolutions heretofore adopted by the County and District
Boards.
Section 10. Further Actions Authorized. It is hereby covenanted that the County, and its
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 levy, collection and enforcement of the
secured property taxes pledged under the District Resolution in accordance with the law and for carrying
out the provisions of the District Resolution and of this Resolution.
Section 11. Designation as Qualified Tax-Exempt Obligation. As provided in the District
Resolution, the Notes have been designated as "qualified tax-exempt obligations" within the meaning of
Section 265(b)(3) of the Code.
Section 12. Action Re Oualified Tax-Exempt Obligation. Appropriate officials of the County
Board and the Treasurer are hereby authorized and directed to take such other actions as may be necessary
to assist the District in designating such Notes as "qualified tax-exempt obligations," including, if either
deemed necessary or appropriate, placing a legend to such effect on the form of Note in such form as
either deemed necessary or appropriate.
Section 13. Recitals. All the recitals in this Resolution above are true and correct and this County
Board so finds, determines and represents.
10320\00163\13499.2 7
PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 7th
day of June, 1994, by the following vote:
AYES: Supervisors Smith, DeSaulnier, Torlakson and Bishop
NOES: None
ABSTENTIONS: None
ABSENT: Supervisor Powers
COUNTY OF CONTRA COSTA
h
By
Chairman,
Board of Supervisors
Attest: June 7, 1994
Phil Batchelor, County Administrator
and Clerk of the Board of Supervisors
DepCle ,
Bot of Supervisors
CourK Counsel
10320\00163\13499.2 8
•
EXHIBIT A
REGISTERED REGISTERED
NO. 1 $
CONTRA COSTA COMMUNITY COLLEGE DISTRICT
COUNTY OF CONTRA COSTA
STATE OF CALIFORNIA
1994 TAX AND REVENUE ANTICIPATION NOTE
RATE OF INTEREST: MATURITY DATE: NOTE DATE: CUSIP
REGISTERED OWNER:
PRINCIPAL SUM:
FOR VALUE RECEIVED, the Contra Costa Community College District(the "District"),County
of Contra Costa,State of California, acknowledges itself indebted to and promises to pay to the Registered
Owner identified above, or registered assigns, at the office of the Treasurer-Tax Collector of the County
of Contra Costa, California, the Principal Sum specified above in lawful money of the United States of
America, on the Maturity Date shown above, together with interest thereon at the rate per annum shown
above 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
Registered Owner fails to properly 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 ($ ), all of like date, tenor and effect, made,
executed and given pursuant to and by authority of a resolution of the Board of Supervisors of the County
of Contra Costa duly passed and adopted on June 7, 1994 and a Resolution of the Board of Education of
the District duly passed and adopted on April 27, 1994 under and by authority of Article 7.6(commencing
with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, California Government Code, and that all
acts, conditions and things required to exist, happen and be performed precedent to and in the issuance
of this Note 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.
The principal amount of the Notes,together with the interest thereon, shall be payable from taxes,
income, revenue, cash receipts and other moneys that are received by the District during fiscal year
1994-1995. As security for the payment of the principal of and interest on the Notes the District has
pledged an amount equal to forty percent(40%) of the principal amount of the Notes from the unrestricted
revenues received by the District for the month ending January 31, 1995; and an amount equal to sixty
percent(60%) of the principal amount of the Notes from the unrestricted revenues received by the District
10320\00163\13499.2 A-I
plus an amount sufficient to pay interest on the Notes from the unrestricted revenues of the District to be
received ending April 30, 1995 (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.
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 in Martinez, California, 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 denominations and
for the same aggregate principal amount will be issued to the transferees in exchange herefor.
The County, the District and the Paying Agent may deem and treat the registered owner hereof
as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof
and interest due hereon and for all other purposes, and neither the District nor the Paying Agent shall be
affected by any notice to the contrary.
Unless this certificate-is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate
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."
10320\00163\13499.2 A-2
IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be authenticated
by the signature of the Treasurer-Tax Collector, executed by the Chairman of its Board of
Supervisors by signature and countersigned by the Clerk of its Board of Supervisors by
signature and has caused a facsimile of its official seal to be printed hereon this day of
1994.
COUNTY OF CONTRA COSTA
By:
Chairman, Board of Supervisors
By:
Treasurer-Tax Collector
(SEAL)
Countersigned
By:
Clerk of the
Board of Supervisors
10320\00163\13499.2 A-3
I HEREBY CERTIFY that the following is a true and correct copy of the legal opinion regarding
the Notes therein described that was manually signed by Brown & Wood and was dated as of the
date of delivery of and payment for said Notes.
(Facsimile Signaturel
Chairman, Board of Supervisors
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned registered Note and hereby irrevocably constitute(s) and
appoint(s) attorney, to transfer the same on the books of the Paying Agent with
full power of substitution in the premises.
Dated:
Signature Guaranteed by:
NOTE: Signature(s) must be guaranteed by and NOTE: The signature to the assignment must
eligible guarantor institution. correspond to the name as it appears upon the
face of this Note in every particular, without any
alteration or change whatsoever.
10320\00163\13499.2 A-4
t
QUALIFIED TAX-EXEMPT OBLIGATION
This Note has been determined to be a "qualified tax-exempt obligation" within the meaning of
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, by resolution of the District.
10320\00163\13499.2 A-5
EXHIBIT B
t
BANKAMERITRAN "`PROGRAM
1994-95 TAX AND REVENUE ANTICIPATION NOTES
Placement Agreement
June 1994
County of Contra Costa
625 Court Street
Martinez, California 94553
ATTENTION: Alfred P. Lomeli, Treasured-Tax Collector
Contra Costa Community College District
500 Court Street
Martinez, California 94553
ATTENTION: Robert C. Ely, Vice Chancellor, Business Services
We, the undersigned Placement Agent (the "Placement Agent") offer to eater into this
Placement Agreement (the "Placement Agreement") with the Contra Costa Community College
District, County of Contra Costa, (the "District") and the County of Contra Costa (the
"County"). This offer is made subject to written acceptance by the District prior to 11:59 p.m.
Pacific Standard Time on the date hereof, and, upon such acceptance,this Placement A
will be binding upon the County, the District and the Placement Agent.
1. (A) Plmrnc Lof the Notes. Upon the terms and conditions and in.reliance upon the
representations, warranties and agreameats hcrem set forth, the Placement Agent hereby agrees
to use its best efforts to arrange the placement of and the County agrees to deliver to. the
Placement Agent all (but not less than all) of the District's 1994-95 Tax and Revenue
Anticipation Notes (the "Notes-) issued on the Issue Date, as defined below, in the aggregate
principal amount of S . at a placement fee, payable by the District of S
2. n Notes. The Notes shall be dated July 1, 1994 (tbe "Issue Date-), shall.
maiun^e June 30, 1995, and shall otherwise be as described is and shall be issued need secured
pursuant to the provisions of Resolution No. . of the
District (the "District") adopted on June 1, 1994 (the "District Resohriion") and Resolution No.
of the Board of Supervisors of the County of.Contra Costa adopted on 1994
1
(the "County Resolution"; collectively, the "Resolution"), and Article 7.6, Cbq= 4, Part 1,
Division 2, Title 5 (co . . with Section 53850) of the California Government Code (the
"Act"), as amended and supplemented. The Notes will bear interest at the rate of % per
annum. The aggregate principal amount of the Notes sball be S_,_,; The Notes will be
initially issued as a single note registered initially in the name of
I ung, At 9;00 a.m., Pacific Standard Time, on July 1, 1994, or at such other
time and on such other date as shall have been mutually agreed upon by the County, the District
and the Placement Agent(the "Closing"), the County will deliver or cause to be delivered to the
Placement Agent the Notes in definitive form duly executed and other documents hereinafter
mentioned at the offices of Brown & wood, bond counsel ("Bond Counsel"). The Placement
Agent will accept such delivery and pay the purchase price thereof in immediately available
funds to the order of the District.
4. aWresgntations. War aaties and Agmm= the District. The District hereby
represents, warrants and agrees with the Placement Agent that:
(A) The District is a school district duly organized and operating pursuant to
the Constitution and laws of the State of California(the: "State'), and has all requisite power and
authority to conduct its business, to adopt the District Resolution, to execute and deliver this
Placement Agreement, and to perform all of its obligations under this Placement Agreement and
the District Resolution.
(B) (i) At or prior to the Closing. the Distria will have tak= all action
required to be taken by it to authorize the issaaace and delivery of the Notes; (ii) the District
has full legal right, power and authority to.eater into this Placement Agreement and to adopt the
District Resolution and to perform its obligations nada cub such document or inswumuit, and
to carry out and effectuate the moons contemplated by this Placement Agreement and the
District Resolution; (inn the c=zdon and delivery of the Notes and this Plaoemeat AgreemeiC
the adoption by the District of the District Resolution,.and the performance by the District of
the obligations contained herin and.therein have bent duly authorized and such xUdKIrization
will be in m force and effect at the time of the Closing; (iv) this Placement Agreement bas
been duly executed and delivered and cow the valid a>rd legally binding obligation of the
District enforceable against the District in acooniatre with its teems except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws in effect
2
for the protection of debtors and by application of genual principles of equity and by limitations
on legal remedies against school districts in the State; (v) the District las duly mnhorized the
consummation by it of all transactions contemplated by this Placement Agreement.
(C) No consent, approval, authorization, license, order, filing, registration,
qualification, election or referendum, of or by any person, organization, court or govermnen tal
agency or public body whatsoever is required for the coition of the transactions
contemplated hereby, except for such actions as have bees takes or as may be necessary to
qualify the Notes for offer and sale under the Blue Sky or other securities laws and regulations
of such states and jurisdictions of the United States as the Placement Agent may designate
(except that the District shall not be responsible for the failure to comply with any such laws of
regulations with regard to Blue Sky).
(D) All Notes will be issued only under and within the limits of the Act, and,
as such, are general obligations of the District, but payable only out of certain taxes, income,
revenue, cash receipts and other moneys to be received by the District attributable to fiscal year
1994-95 and lawfully available for the payment thereof(the "1994-95 Revenues").
(E) The District has complied in all respects with the Act and, in so far as it
relates to the Notes, the Internal Revenue Code of 1986 (the "Code"). Pansaaat to Section
265(b)(3) of the Code, under certain cnstaaeess, certain obligations, the imtatst on which
is exempt from federal income tax under Section 103 of the Code may, be designated by the
issuer thereof as "qualified tax-cxcmpt obligations, thereby allowing min nmmcW i tions
that are holders of such qualified tax-exempt obligation to dad=for federal income tax purposes
a portion of such institution's interest expense that is allocable to such qualified tau[-cxeanpt
obligations, all as determined in accordance with Sections 265 and 291 of the Code; and the
District Board hereby represents that (i)the Notes authorized in the Resohitian are not private
activity bonds within the of Section 141 of the Code; (ii)the Dist, together with all
of its subordinate entities, if xW, has not issued heretofore obligations (other than those
obligations descnbed in Paragraph (iv) below) in calendar year 1994 the imam on which is
exempt from federal incoama tax ander Section 103 of the Code; (iii) the District reasonably
anticipates that it, together with its subordinate enrich, will ince during the remainder of
calendar year 1994 obligations (other than those obligations described in Paragraph (iv)below)
the merest on which is exempt from federal income tax under Section 103 of the Code which,
3
r • •
when aggregated with all obligations described in Paragraph (ii) above, will not exceed an
aggregate principal amount of$10,000,000; and (iv) not withstanding Paragraphs (ii) and Gist)
above, the District and its subordinate entities may have issued in calendar year 1994 and may
continue to issue during the remainder of calendar year 1994 private activity bonds other than
qualified 501(c)(3) bonds as defined in Section 145 of the Code; and (v) the District Board
designated the Notes as "qualified tax-exempt obligations" within the meaning of Section
265(b)(3) of the Code.
(F) The issues of the Notes, the execution,delivery and performance of this
Placement Agreement and the Notes, the adoption and perfor== of the District Resolution,
and compliance with the provisions hereof and thereof do stat conflict with or constitute on the
part of the District a violation of the Constitution and laws of the Stare and do not conflict with
or result in a violation or breach of, or Mute a default under, any agreawM indenture,
mortgage, lease or other instrument to which the District is a party or by which it is bound or
to which it is subject.
(G) To the best lmowledge of the District, as of the time of acccptanc a hereof,
there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before any
court or public body, pending or threatened against the District: (i) in any way affecting the
existence of the District or in any way challenging the respective powers of the District or the
tntitlement of the officials of the District to their respective offic cs; or (ii) seelang to restrain
or enjoin the sale, issuance or delivery of any of the Notes, the application of the proceeds of
the sale of the Notes, or the collection of revenues or taxes of the District pledged or to be
pledged or available to pay the principal of and interest on the Notes, or the pledge doeof, or
in any way contesting the validity of the Notes, this Placement Agreement or the District
Resolution, or contesting the powers or authority of the District with respect to the Notes, the
District Resolution or this Plate Agreement; or(iii) in which a final adverse decision-could
(a) materially adversely affect the coastmomation of the transactions - - a i pl- i by this
Placement Agreement, (b) declare this Placement Agreement to be invalid or uamfir rctabk in
whole or in material part, or(c)adversely affect the exclusion from gross hm a of the
paid on the Notes for putposes of federal income taxation and the exemption of such imc=
from State income taxation.
4
(H) The audited balance sheet of the District as of June.30, 1993, and the
related statements of revenues, expenditures and changes in financial position for the fiscal year
ended on such date, as set forth in the Official Statement, are true and correct in all material
respects and fairly present the financial condition of the District as of such date and the results
of its operations for such fiscal year. There has been no material adverse change in the financial
condition of the District since June-30, 1993.
(n Between the date h,eseof and the Closing, witim the prior wrimen consent
of the Placement Agent, the District will not have issued any bonds, notes or other obligations
for borrowed money.
(n The District has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that the District is a bond issuer whose arbitrage
certificates may not be relied upon.
(Iq Any certific aM signed by any official of the District and delivered to the
Placement Agent shall be deemed a representation and warranty by the District to the Placemot
Agent as to the statements made therein but not of the person signing the same.
S. Covenants of ft Damct, The District covenants and agrees with the Placeawnt
Agent that:
(A) The District will puaetually pay or cause to be paid the principal of and
interest on the Notes in strict conformity with the trims of the District Resolution and the Notes
and it will faithfully observe and perform all of the conditions, coverer and r pirrmenta of
the Notes and the District Resolution.
(B) The District will furnish such information, execute such instrumcnis'antd
take such otber action in croopetadon with the Placement Agent if and as the Piaoement Ag=
may reasonably request in order (i) to qualify the Notes for offer and.sale under the Blue Sky
or other securities laws and rzgalations of scab states and jurisdictim of the united States as
the Placement Agent may dtrsignate and (ii) to determine the eligibility of the Notes for
investment under the laws of soch states and other •jurisdictions ad win, if by the
placement Agent,use is best efforts to continue mach qualtficadous in effett so fang as ragahW
for distribution of the Notes; provided that the District shall not be required to pay any fes in
5
connection with the foregoing or to subject itself to service of process in any jurisdiction in
which it is not presently so subject.
(C) Between the date hereof and the Closing, the District will not modify or
amend the District Resolution without the prior wnuen consent of the Placement Agent.
6. QMdWgns to ObligWons of Plag=AM at Closing, The Placement Agent
has entered into this Placement Agmcmcut.in reliance upon the representations and warzwgies
of the District contained herein and the performance by the District of its obligations hereunder,
as of the date hereof and as of the Closing. The obligation of the Placement Agent to purchase
the Notes at the Closing is subject to the following further conditions, any or all of which can
be waived by the PLvernend Agent in writing:
(A) The reptesentations and warranties of the District comainod herein shall
be true and correct in all material respects at the dace hereof and at and as of the Closing, as if
made at and as of the Closing, and the statements made in AU certificates and other documents
delivered to the Placement Agent at the Closing and otherwise pursuant hemto shall be true and
correct in all material respects at and as of the.Closing;
(B) At and as of the Closing(i) this Plaoeasent Agreement, and the Resolution
shall be in full force and effect and shall not have been amended, modified or supplemented
except as may have been jointly agreed to in writing by the District and the Placement Agent;
(ii) all actions Hader the Act which, in the opinion of Brown tit Wood, Bond Counsel, and the
Placement Agent, shall be necessary in connection with the transactions hereby,.
shall have been duly tal= and shall be in tall force and effba; and (iit) the Distinct shall
perform or-have performed all of hs obligations required under or spwZcd in the Duct
Resolution or this Placement Agreemeas to be petforzr>ed at or prior to the Closing;
(C) To the best knowledge of the District. no action,suit, procxeditrg, inquiry
or investigation, at law or in equity, before or by any court or public body, is pending or
threatened against the District which has any of the effects desmIed in Section 4(t)bereof or
contesting in any way the completeness or accuracy of the Oficial Statement;
6
(D) No order, decree or injunction of any coma of competent jurisdiction, nor
any order, Wiling or regulation of the Securities and Exchange Commission, has been issued or
made with the purpose or effect of prohibiting the issuance, offering or sale of the Notes as
contemplated hereby and no legislation has been enacted, or a bill favorably reported for
adoption, or a decision by any court rendered. or a ruling, regulation, proposed regulation or.
official statement by or on behalf of the Securities and Exchange Commission or other
governmental agency having jurisdiction of the subject matter has been made or issued, to the
effect that the Notes or any other securities of the District or of any similar body of the type
contemplated heron are not exempt from the registration. Qualification or other requirements of
the Securities Act of 1933, as amended and as than in effea, or of the Trust Indenture Act of
1939, as amended and as then in effect; and
(L) At or prior to the Closing, the Placement Agent shall have received a copy
of the following documents in each case dated at and as of the Closing and satisfactory in form
and substance to the Placement Agcnt:
(1) A supplemental opinion of Hood. Counsel, addressed to the
Placement Agent, to the effect that: (i) the District has fall right and lawful authority to adopt
the District Resolution and to enter into and perform its obligation ander this Placement
Agreement, and the Resolution has been duly adopted by the Board of Supervisors-of the County
and the Board of Education of dw District, and this Placement Agmemenz has been duly
authorized, executed and delivered by the District, and the Resohstion and (assuming the due
authorization, execution and delivery of this Placement Agreement by and the validity of this
Placement Agreement against the Placement Agent) the Plate Agreement constitute valid
and bWding obligations of the District, aQ&m=ble against the District in accordance with their
respective terms, except as enforcement -my be limited by banknqxCy, insolvency.
reorganization, moratorinua or other laws relating to or affecting creditors' rights generally and
by principles of equity if equitable remedies are sought and by tbe.1imitations on legal remedies
against school dimicts in the state and except that no.ogmion need be atpreaeed with respect
to ate► 'indennufman or contribution provisions contained in this Placement Agreement; ad
(ii)the Notes are exempt from registration pursuant to the Secauities Act of 1933, as amended,
and the Resolution is exempt from qualification as an indenture pursuant to the Tract Indenture
Act of 1939, as amended.
7
(2) A ate signed by an appropriate official of the District to the
effect that(i)the represenrgtioas and warranties of the District In are true and eoi, in all
material respects as of the date made and as of the date of the Closing, provided however that
the representation and warranty contained in paragraph 4(1)hereof shall be limited to, and speak
as of, the date rc&rred to therein; (ii) the District has performed all its obligations'required
under or specified in the District Resolution and this Placement Ageemcnt to be performed at
or prior to the Closing; (iii)the District is a school district duly organized mad validly existing
under the Constitution and the laws of the State; (iv) the District Resolution was duly adopted
at a meeting of the Board of Education of the District which was called ad held pursuant to law
with all public notice required by law and at which a quorum was presem and acting throughout,
and the District Resolution is in flull force and effect and has not been amended, modified or
rescinded; (v) the adoption of the District Resolution and the execution and delivery of the
Notes and this Placement Agreement and compliance with the provisions hereof and hereof,
under the circumstances contemplated therchy and hereby, do not and will not conflict with or
constitute on the part of the District a breach of or def h under any agreement or other
instrument applicable or binding upon the District or any of in properties or any ex:isting law,
regulation, court order or consent decree to which the District or any of its properties is mAp d;
(vi) the Notes and this Place= Agreement are legally valid and binding obligations of the
District enforceable against the District in accordance with their respective tering, except as
enforcement may be limited by bankruptcy, insolvency, moratoria or other laws reiatiog to or
affecting creditors' rights generally and by principles of equity if equitable retnedies are sought;
(vii) there is no action, suit or proceeding, inquiry or investigation before or by any court,
public board or body, threatened against or affecdng do District, (a) wherein an unfavorable
decision, ruling or tWft is lilWy to have a material adverse effect on the financial condition
of the District, the transactions contemplated by the Placcuumt Agreetnent, or(b)which is likely
to adversely affect the validity oreaf.ce-ability of, or the awhority or ability of the District to
perform its obligations uWa the Notes, the Plmeemmt Agrieemeat, the District Resoh inion, or
any other agreement or instrumm to which the District is a party and which is used or
con=Vlated for use in coaatmamation of the transactions contemplated by the Placement
(3) A certificate of the Ckrk of the Board of I&cadon for the District
and a certificate: of the CIe& of the of the Board of Supervisors for the County, together with
a fully executed copy of the District Resolution and the County ResolutiM as applicable, to the
8
• •
effect that: (i) such copy is a true and correct copy of the Resolution; and (ii) the Resolution
was duly adopted and`has not been modified, amended, resciffied or revoked and is in fall force
and effect at and as of the Closing, except for amendments, if any, adopted with the consent of
the Placement Agent.
(4) A non-arbitrage eatificatm from the District in form and substance
satisfactory to Bond Counsel sighed by an official of the District; and
(S) Evidence from Moody's Investors Service that the District's.Notes
have the characteristics of a NIIGl Note issue.
(6) As provided in the District Resolution, the Notes have been
designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code.
7. Termination of Obligations of PlacemmA Ag= If fire District shall be unable
to satisfy the conditions set forth in Section 6 to the obligations of the Plaoemeat Agent
contained in this Placement Ate, the obligations of the Pb=u= Agent wader this
Placement Aunt may be terminated by the Placement Agent by notice to the District at,
or at any time prior to, the Closing. NotwWistanding arty provision h=in to the= rary, the
performance of any and all conditions cor ained hatin for the beaefrt of the Placement Agcut
may be waived by the Placement Agent in writing in its sok discredon.
The Plaut Agent shall also have the right to terminate, in its sole discretion, its
obligations wader this Placement Agteemeat, by notice to the District at, or at any time prior
to the Closing. if between tate date hereof and the Closing: (i) the market for the Notes or the
market price for the Notes shall have been materially and adversely affected, in the r= mble
professional judgment of the Placement Agent, by(a)legislation exacted by the Congress of the
United States, or passed by either Hoose of Congress or favorably reported for passage to either
House of Congress by any Committee of such House to which such legislation has bees referred
for consideration, or formally proposed, or introduced on the floor of either House of Congress,
or by the legislature of the State of California or by die United States Tax Co ut, or a ruling,
order, or regulation (Baal, temporary or prop) made by the Duy Dqmu= of the
Uni ed States or the Internal Reve tic Service or otba.federal or State Court or other audwity,
9
which would have the effect of chasing, directly or h dhvWy, the federal ir>come tax
consequences or State income tax consequences of interest on obligations of the general¢baster
of the Notes in the hands of the holders thereof, or (b) any neer out murk or escalation of
hostilities or other national calamity or crisis on the fitrdncial markets of the United States which
has a material adverse effect on the maxim price of the Notes, or (c) a general minion of
trading on the New York Stock Exchange, or of fixing of minimusa or mzdmtmr prices for
trading or maximum ranges for prices for securities on the New York Stock Exchange, whether
by virtue of a determination by that Exchange or by otter of the Securities and Exchange
Cotrmnission or any other govemmcntal authority having jurisdiction, or (d) a gentral banking
moratorium declared by either federal or State or New York authorities having jurisdiction; or
(iii)additional material restrictions not in force or being enforced as of the dux hereof shall have
been imposed upon trading in securities generally by any governmental authority or by any
national securities exchange which, in the reasonable professional judgment of the Placement
Agent, materially and adversely affect the market price for the Notes.
8. Conditions to Obligations of the District, The performance by the Dkt riot of its
obligations under this Placement Agreement with respect to issoanoe, sale and delivery of the
Notes to the Placement Agent is conditioned upon(i) the performance by the Placement Agent
of its obligations heteunder; and(ii)receipt by the District and the Placemem Agent of opinions
and certificates being delivered at or prior to the Closing by per and entities other than the
District.
9. (A) The District shall bear all incident to the performance
of its obligations bereunder, including but not limited to: (i) the cost of the preparation ad
reproduction of the District Rmbsdon; (it) the feea and disbursemeasI of Bond Counsel; and
(iii) the fees payable to the California Debt Advisory Com®ission, CUS3P Service Btueam,
Municipal Securities Rakmaking Hoard and Public Swmides Association. The Placement Agent
will pay all of the foregoing vgmses and fees on behalf of the District, the District shall
reimburse the Plaoennat Agent at the Closing.
(B) The Ply Agent shall bear all of its own expeon and fees incident to
the purchase and resale of the Notes, expenses of its sound, and costs of qualifying the Notes
for sale under the Blue Sky laws of any state.
10
10. Indemnification. To the extent permitted by law,.the District agtew to indemnify
the Placement Agent and to hold the Placxment Agent harmless against any loss,damage,claim,
liability or expense (including reasonable cost of defense) to which the Placement Agent may
become subject arising out of or based upon any allegation that, in connection with the sale of
the Notes. Such indemnification shall be limited to the amount of one hundred and twenty—five
percent (125%) of the principal of and interest on the Notes. The District makes no
representation as to the validity or enforceability of these provisions as a matxer of federal or
state law.
11. Notices. Any notice or other communication to be given under this Placement
Agreement (other than the acceptance hereof as specified in the first paragraph hereof) shall be
given by telephone or telex, confirmed in writing, or by delivering the same in writing,if to the
District,to.Vice Chancellor—Business Services,Contra Costa Community College District,500
Court Street, Martinez, California 94553; if the County, to: Treasurcr—Tax Collector, Contra
Costa County, 625 Court Street, Martinez, California 94553, or if to the Placement Agew, to:
Bank of America Dept.##7829, 300 South Grand Avenue— 19th Floor,Los Angeles,California,
90071, Attn: Managing Director.
12. Parties in Interest: Survival of Reereseatatioas and Watrenties. This Placement
Agreement when accepted by the District and the County in writing as beretofore specified shall
constitute the entire agreement between the District and the County aad the Plsoemeat Agent and
is made solely for the benefit of the District, the County and the Placement Agent (mcluding
their respective successors and assigns). No other person shall acquire or have my right
hereunder or by virtue hereof. The obligations of the District arising ova of its iept cc entadoas
and warranties in this Placement Agreement shall not be affected by any investigation made by
or on behalf of the Placement Agent. The agromwots of the District to indemnify the Placement
Agent and to pay expenses as provided in.Section 9(A) of this Placement Agreement shall
survive termination of this Placement Agreement.
11 '
13. Exccation in Countehm- s. This Placcmmi Agreement may be end is
counterparts each of which shall be regarded as an origiaal and all of which shall cote ow
and the same document.
14. Avblicable Law. This Placement Agreemem shall be interpreted under, governed
by and enforced in accordance with the laws of the State of California.
Very truly youirs,
BANK OF AMERICA NT&SA
B
Vice Presideat
12
The foregoing is hereby agreed to
and accepted as of the date first
above written:
County of Contra Costa
By
Treasurer—Tax Collector
Contra Costa Community College District
By
V100 Chanoellor, Busiaess Services
13
TOTAL P.14
• 1
EXHIBIT C
CONTRA COSTA COMMUNITY COLLEGE DISTRICT
CONTRA COSTA COUNTY, CALIFORNIA
RESOLUTION OF THE GOVERNING BOARD OF CONTRA COSTA COMMUNITY
COLLEGE DISTRICT AUTHORIZING THE ISSUANCE OF THE CONTRA COSTA
COMMUNITY COLLEGE DISTRICT 1994 TAX AND REVENUE ANTICIPATION
NOTES AND REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA
COUNTY TO ISSUE AND SELL. SAID NOTES AND APPOINTING BOND
COUNSEL FOR SAID.NOTES
WHEREAS, pursuant to Sections 53850 et sec M. of the Government Code of the State of California
(the "Act")contained in Article 7.6 thereof, entitled "Temporary Borrowing," on or after the first day of
any fiscal year (being July 1), the Contra Costa Community College District(the "District")may borrow
money by issuing notes for any purpose for which the District 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; and
WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the
school district by the Board of Supervisors of the county, the county superintendent of which has
jurisdiction over said district, as soon as possible following the receipt of a resolution of the governing
board of the District requesting the borrowing; and
WHEREAS, the Superintendent of the Office of Education of the County of Contra Costa (the
"County")has jurisdiction over the District, and this Governing Board of(the "District Board"), being the
governing board of the District, hereby requests the borrowing of not to exceed Ten Million Dollars
($10,000,000) at an interest rate not to exceed twelve percent (12%), through the issue by the Board of
Supervisors (the "County Board") of the County of 1994 Tax and Revenue Anticipation Notes (the
"Notes") in the name of the District; and
WHEREAS, such Notes shall be payable no more than twelve months after their date of delivery
which is during the fiscal year succeeding the fiscal year 1994-1995 in which such Notes were issued,but
as required by Section 53854 of the Act, such date is not later than fifteen months after the date of issue,
and such Notes shall be payable only from revenue received or accrued during the fiscal year 1994-1995
in which issued; and
WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes, income,
revenue, cash receipts or other moneys deposited in inactive or term deposits (but excepting certain
moneys encumbered for a special purpose unless an equivalent amount of the proceeds from said Notes
is set aside for and used for said special purpose); and this Resolution specifies that certain unrestricted
revenues which will be received by the District for the General Fund of the District during or allocable
to fiscal year 1994-1995 are pledged for the payment of the Notes; and
WHEREAS,the Notes shall be a general obligation of the District, and to the extent not paid from
the taxes, income, revenue, cash receipts and other moneys of the District pledged for the payment thereof
10320\00163\13421.2 1
• •
shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as
required by Section 53857 of the Act; and
WHEREAS, the Notes shall be in denominations of $5,000, or integral multiples thereof, as
permitted by Section 53854 of the Act; shall be issued on the date provided in the BANKAMERITRAN"
Program (hereinafter referred to) therefor, as permitted by Section 53853 of the Act; and shall be in the
form and executed in the manner prescribed in this Resolution, as required by Section 53853 of the Act;
and
WHEREAS, the District Board has found and determined that said $10,000,000 maximum
principal amount of Notes to be issued by the County Board in fiscal year 1994-1995, when added to the
interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the
uncollected taxes, income, revenue (including but not limited to revenue from state and federal
governments), cash receipts and other moneys of the District which will be available for the payment of,
the Notes and interest thereon, as required by Section 53858 of the Act; and
WHEREAS, the Notes will not be outstanding after a period ending twelve months after the date
on which such Notes are issued and will not be issued in an amount greater than the maximum anticipated
cumulative cash flow deficit to be financed by the anticipated tax or other revenue sources for the period
for which such taxes or other revenues are anticipated and during which such notes are outstanding, all
as provided in the Income Tax Regulations of the United States Treasury promulgated.under Section 148
of the Internal Revenue Code of 1986, as amended; and
WHEREAS,pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986,as amended(the
"Code"), under certain circumstances, certain obligations the interest on which is exempt from federal
income tax under Section 103 of the Code may be designated by the issuer thereof as "qualified
tax-exempt obligations," thereby allowing certain financial institutions that are holders of such qualified
tax-exempt obligations to deduct for federal income tax purposes a portion of such institution's interest
expense that is allocable to such qualified tax-exempt obligations, all as determined in accordance with
Sections 265 and 291 of the Code;
WHEREAS, the District Board has represented in the District Resolution that:
(1) the Notes authorized by this resolution are not private activity bonds within the meaning
of Section 141 of the Code;
(2) the District, together with all of its subordinate entities, has not issued obligations(other
than those obligations described in paragraph 4 below) in calendar year 1994 the interest on which is
exempt from federal income tax under Section 103 of the Code;
(3) the District reasonably anticipates that it, together with its subordinate entities will issue
during the remainder of calendar year 1994 obligations (other than those obligations described in
paragraph 4 below) the interest on which is exempt from federal income tax under to Section 103 of the
Code which, when aggregated with all obligations described in paragraph 2 above, will not exceed an
aggregate principal amount of$10,000,000; and
10320\00163\13421.2 2
(4) notwithstanding paragraphs(2)and(3)above,the District and its subordinate entities may
have issued in calendar year 1994 and may continue to issue during the remainder of calendar year 1994
private activity bonds other than qualified 501(c)(3) bonds as defined in Section 145 of the Code; and
WHEREAS, the District Board has designated the Notes as "qualified tax-exempt obligations"
within the meaning of Section 265(b)(3) of the Code;
NOW, THEREFORE, THE GOVERNING BOARD OF THE CONTRA COSTA COMMUNITY
COLLEGE DISTRICT HEREBY RESOLVES AS FOLLOWS:
Section 1. Authorization of Issuance of Notes;Terms Thereof; Paying Agent-, Bond Counsel. The .
District Board hereby requests the County Board to issue in the name of the District, an amount not to
exceed$10,000,000 principal amount of Notes under Sections 53850 et M.of the Act, designated"Contra
Costa Community College District, County of Contra Costa, State of California, 1994 Tax and Revenue
Anticipation Notes" (the "Notes"); to be numbered from 1 consecutively upward in order of issuance (if
more than one Note is registered); to be in the denominations of$5,000, or integral multiples thereof, as
determined by the Purchaser (as hereinafter named); to be dated the date of delivery thereof, to mature
(without option of prior redemption) within twelve (12) months of the dated date; and to bear interest,
payable at maturity and computed on a 30-day month/360-day year basis, at the rate or rates determined
at the time of sale thereof, but not in excess of twelve percent (12%) per annum. 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 office of the County of Contra Costa Treasurer-Tax Collector which
is hereby designated to be the paying agent on the Notes (in such capacity, the "Paying Agent"). This
Board hereby approves the payment of the reasonable fees and expenses of the Paying Agent as they shall
become due and payable. In connection herewith, Brown & Wood is hereby appointed bond counsel in
connection with the execution and delivery of the Notes.
Section 2. Form of Notes. The Notes shall be issued in registered form 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. There shall be printed on the
reverse of each Note, the legal opinion of Brown & Wood respecting the validity of said Notes and,
immediately preceding such legal opinion, a certificate executed with the facsimile signature of the
Chairperson of the County Board (the "County Chairperson"), said certificate to be in substantially the
following form:
I HEREBY CERTIFY that the following is a true and correct copy of the legal opinion regarding
the Notes therein described that was manually signed by Brown & Wood, and was dated as of the
date of delivery of and payment for said Notes.
(Facsimile Signaturel
Chairperson of the Board of Supervisors
Section 3. Deposit of Note Proceeds;No Arbitrage. The moneys so borrowed shall be deposited
in the General Fund of the District. The District hereby covenants that it will make no use of the proceeds
of the Notes that would cause the Notes to be "arbitrage bonds" under Section 148 of the Code; and, to
that end, so long as any of the Notes are outstanding, the District, and all of its officers having custody
10320\00163\13421.2 3
or control of such proceeds, shall comply with all requirements of said section, including restrictions on
the use and investment of proceeds of the Notes and the rebate of a portion of investment earnings on
certain amounts, including proceeds of the Notes, if required, to the Federal government, and of the
Income Tax Regulations of the United States Treasury promulgated thereunder or under any predecessor
provisions, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes
will not be "arbitrage bonds."
Section 4. Payment of Notes.
(A) Source of Payment. The principal amount of the Notes,together with the interest thereon,
shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the
District during fiscal year 1994-1995 and which are available therefor. The Notes shall be a general
obligation of the District, and to the extent the Notes are not paid from the Pledged Revenues defined
below, the Notes shall be paid with interest thereon from any other moneys of the District lawfully
available therefor, as provided herein and by law.
(B) Pledged Revenues. As security for the payment of the principal of and interest on the
Notes, the District hereby pledges an amount equal to forty percent (40%) of the principal amount of the
Notes from the unrestricted revenues received by the District in the month ending January 31, 1995; an
amount equal to sixty percent (60%) of the principal amount of the Notes from the unrestricted revenues
received by the District; plus an amount sufficient to pay interest on the Notes and any deficiency in the
amount required to be deposited during any prior month, from unrestricted revenues received by the
District in the month ending April 30, 1995 (such pledged amounts being hereinafter called the "Pledged
Revenues"). The term "unrestricted revenues" shall mean taxes, income, revenue, cash receipts, and other
money of the District as provided in Section 53856 of the Act, which are 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 principal of the Notes and the interest thereon shall be a first lien and charge against and shall
be payable from the first moneys received by the District from such Pledged Revenues, as provided by
law.
In the event that there are insufficient unrestricted revenues received by the District to permit the
deposit into the Repayment Fund, as hereinafter defined, of the full amount of Pledged Revenues to be
deposited from unrestricted revenues in a 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 the
interest thereon.
(C) Covenant Regarding Additional Short-term Borrowing. The District hereby covenants and
warrants that it will not request the County of Contra Costa Treasurer-Tax Collector(in such capacity, the
"Treasurer") to make temporary transfers of funds in the custody of the Treasurer to meet any obligations
of the District during the 1994-1995 fiscal year pursuant to the authority of Article XVI, Section 6 of the
Constitution of the State of California or any other legal authority.
(D) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be held
by the Treasurer in a special fund designated as the "Contra Costa Community College District, County
of Contra Costa, State of California, 1994 Tax and Revenue Anticipation Notes Repayment Fund"(herein
called the "Repayment Fund") and applied as directed in this Resolution. Any moneys placed in the
10320\00163\13421.2 4
Repayment Fund shall be for the benefit of the holders 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 only for the purposes for which the
Repayment Fund is created.
(E) Disbursement and Investment of Moneys in Repayment Fund. From the date this
Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund.
After such date as the amount of Pledged Revenues deposited in the Repayment Fund shall be sufficient
to pay in full the principal of and interest on the Notes,when due, any moneys in excess of such amount
remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the District
upon the request of the District. On the maturity date of the Notes, the moneys in the Repayment Fund
shall be used, to the extent necessary, to pay the principal of and interest on the Notes.
Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request"
of the District in investment securities by the Treasurer, as permitted by applicable California law, as it
is now in effect and as it may be amended, modified or supplemented from time to time; provided that
no such investments shall have a maturity date later than the maturity date of the Notes.
Section 5, Execution of Notes. The Treasurer and the County Chairperson is hereby authorized
to sign the Notes manually or by facsimile signature and the Clerk of the County Board (the "Clerk") is
hereby authorized to countersign the Notes by use of his manual or facsimile signature, and said Clerk
is hereby authorized to affix the seal of the County thereto by facsimile impression thereof, and said
officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate.
Section 6. Approval of BANKAMERITRAN' Placement Agreement. The Notes are hereby
authorized to be sold to Bank of America NT&SA (the "Purchaser") pursuant to the terms of the
BANKAMERITRAN T" Program Placement Agreement for the Notes, substantially in the form attached
hereto as Exhibit B(the "Placement Agreement "), which Placement Agreement is hereby approved. The
Treasurer or designated deputy thereof, or the County Chairperson, is hereby requested to execute and
deliver the Placement Agreement and the Vice Chancellor, Comptroller of the District or other person
designated by the Vice Chancellor is hereby authorized and requested to acknowledge the Placement
Agreement, if necessary, but with such changes therein, deletions therefrom and modifications thereto as
the County Chairperson may approve, such approval to be conclusively evidenced by his or her execution
and delivery thereof; provided however, that the maximum interest rate on the Notes shall not exceed
twelve percent(12%) per annum. The Treasurer, an authorized deputy thereof, or the County Chairperson
is further authorized to determine the maximum principal amount of Notes to be specified in the
Placement Agreement for sale by the County Board, up to $10,000,000 and to enter into and execute the
Placement Agreement with the Purchaser, if the conditions set forth in this Resolution are satisfied.
Section 7. Delivery of Notes. The proper officers of the County Board are hereby requested to
deliver the Notes to the Purchaser in accordance with the Placement Agreement. All actions heretofore
taken by the officers and agents of the District Board with respect to the Notes are hereby approved,
confirmed and ratified, and the officers of the District Board are hereby authorized and directed to do any
and all things and take any and all actions including but not limited to those described in the Placement
Agreement, which they, or any of them, may deem necessary or advisable in order to consummate the
lawful issuance and delivery of the Notes in accordance with this Resolution and resolutions hereafter
adopted by the County Board.
1032000163\13421.2
f • •
Section 8. Further Actions Authorized. It is hereby covenanted that the County, and its
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 levy, collection and enforcement of the
secured property taxes pledged under this Resolution in accordance with the law and for carrying out the
provisions of this Resolution.
Section 9. Recitals. All the recitals in this Resolution above are true and correct and this District
Board so finds, determines and represents.
Section 10. Designation as Oualified Tax-Exempt Obligation. As provided in the District
Resolution, the Notes have been designated as "qualified tax-exempt obligations" within the meaning of
Section 265(b)(3) of the Code.
Section 11. Action Re Oualified Tax-Exempt Obligation. Appropriate officials of the County''
Board and the Treasurer are hereby authorized and directed to take such other actions as may be necessary
to assist the District in designating such Notes as "qualified tax-exempt obligations," including, if either
deemed necessary or appropriate, placing a legend to such effect on the form of Note in such form as
either deemed necessary or appropriate.
10320100163\13421.2 6
PASSED AND ADOPTED by the Governing Board of the Contra Costa Community College
District this 27th day of April, 1994, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
CONTRA COSTA COMMUNITY COLLEGE
DISTRICT
By:
President, Governing Board
Attest:
By:
Secretary, Governing Board
10320\00163\13421.2 7
EXHIBIT A
REGISTERED REGISTERED
NO. 1
CONTRA COSTA COMMUNITY COLLEGE DISTRICT
CONTRA COSTA COUNTY
STATE OF CALIFORNIA
1994 TAX AND REVENUE ANTICIPATION NOTE
RATE OF INTEREST: MATURITY DATE: NOTE DATE: CUSIP
REGISTERED OWNER:
PRINCIPAL SUM:
FOR VALUE RECEIVED,the Contra Costa Community College District(the "District"),County
of Contra Costa,State of California, acknowledges itself indebted to and promises to pay to the Registered
Owner identified above, or registered assigns,at the office of the Treasurer-Tax Collector of the County
of Contra Costa, California, the Principal Sum specified above in lawful money of the United States of
America, on the Maturity Date shown above, together with interest thereon at the rate per annum shown
above 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
Registered Owner fails to properly 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 ($_), all of like date, tenor and effect, made,
executed and given pursuant to and by authority of a resolution of the Board of Supervisors of the County
of Contra Costa duly passed and adopted on 1994 and a Resolution of the Governing Board
of the District duly passed and adopted on 1994 under and by authority of Article 7.6
(commencing with Section 53850)of Chapter 4, Part 1,Division 2,Title 5,California Government Code,
and that all acts,conditions and things required to exist, happen and be performed precedent to and in the
issuance of this Note 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.
The principal amount of the Notes,together with the interest thereon, shall be payable from taxes,
income, revenue, cash receipts and other moneys that are received by the District during fiscal year
1993-1994. As security for the payment of the principal of and interest on the Notes the District has
pledged an amount equal to forty percent(40%)of the principal amount of the Notes from the unrestricted
revenues received by the District for the month ending January 31, 1995; and an amount equal to sixty
percent(60%)of the principal amount of the Notes from the unrestricted revenues received by the District;
10320\00163U3421.2 A-I
plus an amount sufficient to pkv interest on the Notes from the unrestricted revenues of the District to be
received ending April 30, 1995 (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.
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 in Martinez, California, 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 denominations and
for the same aggregate principal amount will be issued to the transferees in exchange herefor.
The County, the District and the Paying Agent may deem and treat the registered owner hereof
as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof
and interest due hereon and for all other purposes, and neither the District nor the Paying Agent shall be
affected by any notice to the contrary.
Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate
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."
10320\00163\13421.2 A-2
IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be authenticated
by the manual signature of the Treasurer-Tax Collector, executed by the Chairperson of its Board of
Supervisors by facsimile signature and countersigned by the Clerk of its Board of Supervisors by facsimile
signature and has caused a facsimile of its official seal to be printed hereon this day of ,
1994.
CONTRA COSTA COUNTY
By:
Chairperson, Board of Supervisors
By:
Treasurer-Tax Collector
(SEAL)
Countersigned
By:
Clerk of the
Board of Supervisors
10320\00163\13421.2 A-3
I HEREBY CERTIFY that the following is a true and correct copy of the legal opinion regarding
the Notes therein described that was manually signed by Brown & Wood and was dated as of the
date of delivery of and payment for said Notes.
[Facsimile Signaturel
Chairperson, Board of Supervisors
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned registered Note and hereby irrevocably constitute(s)and.
appoint(s) attorney, to transfer the same on the books of the Paying Agent with
full power of substitution in the premises.
Dated:
Signature Guaranteed by:
NOTE: Signature(s) must be guaranteed by an NOTE: The signature to the assignment must
eligible guarantor institution. correspond to the name as it appears upon the
face of this Note in every particular, without any
alteration or change whatsoever.
10320\00163\13421.2 A-4
{
QUALIFIED TAX-EXEMPT OBLIGATION
This Note has been determined to be a "qualified tax-exempt obligation" within the meaning of
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, by resolution of the District.
10320\00163\13421.2 A-5
i�
EXHIBIT B
PLACEMENT AGREEMENT
10320\00163\13421.2 B-1