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HomeMy WebLinkAboutMINUTES - 05161995 - 1.52 RESOLUTION NO. RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE ISSUANCE OF CONTRA COSTA COMMUNITY COLLEGE DISTRICT, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA 1995 TAX AND REVENUE ANTICIPATION NOTES IN A PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000 WHEREAS,pursuant to Sections 53550 et seq.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 Office 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 Board of Trustees of the District(the "District Board"),being the governing board of the District,dated April 26, 1995, entitled "RESOLUTION OF THE BOARD OF TRUSTEES OF CONTRA COSTA COMMUNITY COLLEGE DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,000,000 1995 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 1995 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 1995-1996 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 in or attributable to the fiscal year 1995-1996 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 65560\00003\28541.1 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 1995-1996 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 BANKAMERITRANT" 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 has found and determined that said $10,000,000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1995-1996, 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 excluded from gross income for federal income tax purposes 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, and WHEREAS,the District Board wishes to designate 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, 1995 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 65560\00003\28541.1 2 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 Paying Agent which shall be the County of Contra Costa Treasurer-Tax Collector or a qualified financial institution designated by such Treasurer-Tax Collector (the "Paying Agent"). 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 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 Signature] Chairperson, Board of Supervisors 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 terms, 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 65560\00003\28541.1 3 a t 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"); rop videdthat 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. (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 65560\00003\28541.1 4 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 1995-1996 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, 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, 1996; and 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, 1996 (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 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 Paying Agent in a special fund designated as the "Contra Costa Community College District, County of Contra Costa, State of California, 1995 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 65560\00003\28541.1 5 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 Paying Agent, 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 or as otherwise provided in this Resolution; 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 Chairperson is each 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 aux 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 Chairperson is hereby authorized to execute and deliver the Placement Agreement, and the Superintendent or the Deputy Superintendent, respectively, of the District, are hereby authorized and requested to acknowledge such Placement Agreement, if requested, but with such changes therein, deletions therefrom and modifications thereto as the Treasurer, or designated deputy thereof, or the County Chairperson 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 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 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 65560100003\28541.1 6 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 District has designated the Notes 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 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 Notes in such form as either deemed necessary or appropriate. Section 13. Authorization of Paying Agent to Enter into Investment Agreement. Notwithstanding anything to the contrary contained herein, the proceeds of the Notes shall be deposited with the Treasurer and shall be pledged to the payment of the Notes to the extent sufficient Pledged Revenues of the District and other,legally available revenues are not deposited into the Repayment Fund. For this purpose the Treasurer shall be deemed to be a "fiscal agent"within the meaning of Section 53601 of the Government Code of the State of California. Pursuant to Section 53601(1) of the Government Code of the State of California, a guaranteed investment contract with a financial institution or insurance company which has at the date of execution thereof one or more outstanding issues of unsecured, uninsured and unguaranteed debt obligations or a claims paying ability rated not lower than "Aa3" by Moody's Investors Service is hereby designated as an authorized investment for the proceeds of the Notes. Furthermore, pursuant to Section 53601(1) of the Government Code of the State of California, the Treasurer is authorized to invest the proceeds of the Notes in the Local Agency Investment Fund ("LAIF") administered by the State of California. Section 14. Recitals. All the recitals in this Resolution above are true and correct and this County Board so finds, determines and represents. 65560\00003\28541.1 7 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 16th day of May, 1995, by the following vote: AYES: Supervisors Rogers, Smith, DeSauil.nier and Bishop NOES: None ABSTENTIONS: None ABSENT: Supervisor Torlakson COUNTY OF CONTRA COSTA By airperson, Board of Supervisors Attest: (L 0j 4 4A4 Clerk, Board of Supervisors County Counsel' 65560\00003\28541.1 8 EXHIBIT A REGISTERED REGISTERED NO. 1 $ CONTRA COSTA COMMUNITY COLLEGE DISTRICT COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1995 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 1995 and a Resolution of the Board of Education of the District duly passed and adopted on , 1995 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 1995-1996. 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, 65560\00003\28541.1 A-I 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 the unrestricted revenues of the District to be received ending April 30, 1996(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 , 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." 65560\00003\28541.1 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 Chairperson 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 1995. COUNTY OF CONTRA COSTA By: Chairperson, Board of Supervisors By: Treasurer-Tax Collector (SEAL) Countersigned By: Clerk of the Board of Supervisors 65560\00003\28541.1 A-3 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. 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. [LEGAL OPINION] 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 Signature] Chairperson, Board of Supervisors 65560\00003\28541.1 A-4 EXHIBIT B FORM OF PLACEMENT AGREEMENT 65560\00003\28541.1 EXHIBIT C FORM OF DISTRICT RESOLUTION RESOLUTION NO. RESOLUTION OF THE BOARD OF TRUSTEES OF CONTRA COSTA COMMUNITY COLLEGE DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,000,000 1995 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF COUNTY OF CONTRA COSTA TO ISSUE SAID NOTES WHEREAS,pursuant to Sections 53 850 et 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 Board of Trustees (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 Contra Costa of 1995 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 1995-1996 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 1995-1996 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 65560\00003\28541.1 revenues which will be received by the District for the General Fund of the District during or allocable to fiscal year 1995-1996 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 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 1995-1996, 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 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 excluded from gross income for federal income tax purposes 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, and WHEREAS,the District Board wishes to designate the Notes as"qualified tax-exempt obligations" within the meaning of Section 265(B)(3) of the Code; NOW,THEREFORE,THE BOARD OF TRUSTEES OF THE CONTRA COSTA COMMUNITY COLLEGE DISTRICT HEREBY RESOLVES AS FOLLOWS: Section 1. Authorization of Issuance of Notes,Terms Thereof, Paving Agent. 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 sey.of the Act, designated "Contra Costa Community College District, County of Contra Costa, State of California, 1995 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 65560\00003\28541.1 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 Paying Agent which shall be the County of Contra Costa Treasurer-Tax Collector or a qualified institution designated by such Treasurer-Tax Collector(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. 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 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 Pa ment. 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 1995-1996 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. 65560\00003\28541.1 (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, 1996; and 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, 1996 (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.(the "Treasurer") to make temporary transfers of funds in the custody of the Treasurer to meet any obligations of the District during the 1995-1996 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 Paying Agent in a special fund designated as the "Contra Costa Community College District, County of Contra Costa, State of California, 1995 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. (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 Paying Agent, as permitted by applicable California law, 65560\00003\28541.1 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 each 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'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 Superintendent, the Deputy Superintendent of the District or other person designated by the Superintendent 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, and 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. 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 Qualified Tax-Exempt Obligation. Based on the following representations of the District,the Notes are hereby designated as"qualified tax-exempt obligations"within the meaning of Section 265(b)(3) of the Code: (i) the Notes authorized by this resolution are not private activity bonds within the meaning of Section 141 of the Code; (ii) the District, together with all of its subordinate entities, has not issued obligations (other than those obligations described in paragraph (iv) 65560\00003\28541.1 below) in calendar year 1995 the interest on which is excluded from gross income for federal income tax purposes under Section 103 of the Code; (iii) the District reasonably anticipates that it, together with its subordinate entities, will issue during the remainder of calendar year 1995 obligations (other than those obligations described in paragraph (iv) below) the interest on which is excluded from gross income for federal income tax purposes under to.Section 103 of the Code which,when aggregated with all obligations described in paragraph (ii) above,will not exceed an aggregate principal amount of$10,000,000; (iv) and notwithstanding paragraphs (ii) and (iii) above, the District and its subordinate entities may have issued in calendar year 1995 and may continue to issue during the remainder of calendar year 1995 private activity bonds other than qualified 501(c)(3) bonds as defined in Section 145 of the Code. Section 11. Action re Qualified Tax-Exempt Obligation. Appropriate officials of the District are hereby authorized and directed to take such other actions as may be necessary to designate such Notes as "qualified tax-exempt obligations," including, if either deemed necessary or appropriate, placing a legend to such effect on the form of Notes in such form as either deemed necessary or appropriate. Section 12. Authorization of Pa ing Agent to Enter into Investment Agreement.Notwithstanding anything to the contrary contained herein,the proceeds of the Notes shall be deposited with the Treasurer and shall be pledged to the payment of the Notes to the extent sufficient Pledged Revenues of the District and other legally available revenues are not deposited into the Repayment Fund. For this purpose the Treasurer shall be deemed to be a "fiscal agent"within the meaning of Section 53601 of the Government Code of the State of California. Pursuant to Section 53601(1) of the Government Code of the State of California, a guaranteed investment contract with a financial institution or insurance company which has at the date of execution thereof one or more outstanding issues of unsecured, uninsured and unguaranteed debt obligations or a claims paying ability rated not lower than "Aa3" by Moody's Investors Service is hereby designated as an authorized investment for the proceeds of the Notes. Furthermore, pursuant to Section 53601(1) of the Government Code of the State of California, the Treasurer is authorized to invest the proceeds of the Notes in the Local Agency Investment Fund ("LAIF") administered by the State of California. PASSED AND ADOPTED by the Board of Trustees of the Contra Costa Community College District this 26th day of April, 1995, by the following vote: AYES: NOES: ABSTENTIONS: ABSENT: CONTRA COSTA COMMUNITY COLLEGE DISTRICT Attest: 65560\00003\28541.1