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HomeMy WebLinkAboutMINUTES - 05201997 - C87 C'. 497 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. 97/255 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, 1997 TAX AND REVENUE ANTICIPATION NOTES WHEREAS, pursuant to Section 53850 et SeMc. 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 community college district may borrow money by issuing notes for any purpose for which the community college district is authorized to expend moneys, including but not limited to current expenses, capital expenditures, investment and reinvestment and the discharge of any obligation or indebtedness of the community college district; and WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the community college district by the board .of supervisors of the county, the county superintendent of which has jurisdiction over the community college district, as soon as possible following the receipt of a resolution of the governing board of the community college district requesting the borrowing; and WHEREAS,the County Superintendent of the County of Contra Costa(the "County")has jurisdiction over Contra Costa Community College District (the "District"), and this Board of Supervisors of the County Jthe "County Board") has received a resolution (the "District Resolution") of the Board of Trustees of the District (the "District Board"), being the governing board of the District, which District Resolution requests the borrowing of not to exceed Twenty Million Dollars ($20,000,000) at an interest rate not to exceed twelve percent (12%) per annum through the issuance by the County Board of 1997 Tax and Revenue Anticipation Notes (the "Notes") in the name of the District; and WHEREAS, as required by Section 53854 of the Act,the Notes are payable not later than fifteen months after the date of issue, and the Notes shall be payable only from revenue received or accrued during the fiscal year 1997-1998; 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);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 1997-1998 shall be pledged for the payment of the Notes; and 65560\00005\62046.4 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 a date provided in the Contract of Purchase (hereinafter referred to) 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 County Board in reliance on a determination by the District has found and determined that said $20,000,000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1997-1998, 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 Section 1.103-14(c) of the Income Tax Regulations of the United States Treasury; 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 $20,000,000 principal amount of notes under Section 53850 et seg. of the Act, designated "Contra Costa Community College District, County of Contra Costa, State of California, 1997 Tax and Revenue Anticipation Notes"; to be numbered 1 (and 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 Underwriter (as referred to herein); to be dated the date of delivery thereof; to mature (without option of prior redemption) twelve months from said date of delivery or, if such date is not a day on which banks in New York or California are open for business, on the next succeeding business day; 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 office of the Paying Agent which shall be the County Treasurer-Tax Collector or a qualified 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 65560\00005\62046,4 2 a 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 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. 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 LLP respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the facsimile signature of the Chair of the County Board (the "Chair"), 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 LLP, and was dated as of the date of delivery of and payment for said Notes. [Facsimile Si ng aturej Chair, Board of Supervisors Section 3. Transfer and Exchange of Notes. Subject to the provisions of Section 4 hereof, 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 or Notes shall be surrendered for registration or transfer, the Paying Agent shall execute and deliver a new Note or Notes, for a like aggregate principal amount. The Paying Agent shall require the Note owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The County may require the owner requesting such 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 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 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 Paying Agent 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 or the District with respect to such exchange. Section 4. Use of Depository. (1) The Notes may be initially registered as provided in Section 2 hereof. In such event, registered ownership of the Notes, or any portion thereof, may not thereafter be transferred except: 65560\00005\62046.4 3 a (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 subsection (1) (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 District 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 County, on behalf 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 County. 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 County 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 County; 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 County. Thereafter, Notes shall be transferred pursuant to Section 3 hereof. (3) The County and 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 County; and the County 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 County nor the Paying Agent will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other parry, including The Depository Trust Company or its successor (or substitute depository or its successor), except for the Owner of any Notes. 65560\00005\62046.4 4 (4) So long as the outstanding Notes are registered in the name of Cede & Co. or its registered assigns, the County and 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, No Arbitrage. The moneys so borrowed shall be deposited with the Paying Agent 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. The District has covenanted 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, have agreed to 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 Treasury Regulations promulgated under Section 148 of the Code 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 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 1997-1999 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 fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending January 31, 1998; an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30, 1998; and an amount sufficient to pay interest on the Notes from unrestricted revenues received by the District in the month ending April 30, 1998 (such pledged amounts being hereinafter called the"Pledged Revenues"). The term"unrestricted revenues" shall mean taxes, income, revenue, cash receipts, and other moneys 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. 65560\00005\62046.4 5 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) Covenant Regarding Additional Short-term Borrowing. The District has covenanted and warranted that it will not request the Treasurer to make temporary transfers of funds in the custody of the Treasurer to meet any obligations of the District during the 1997-1998 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, 1997 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 MoneyspoMent Fund. From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited with the Paying Agent and accounted for in the Repayment Fund. On the maturity date of the Notes, the moneys in the Repayment Fund shall be used to pay the'principal of and interest on the Notes and any excess remaining in the Repayment Fund after payment of Notes shall be transferred to the District. Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request of the District in investment securities or other investments permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time, including investments authorized by Section 13 hereof; to the extent that moneys invested or held by the County are subject to arbitrage rebate under Section 148(f) of the Code, neither the County nor any officer or employee of the County shall assume hereunder or under the provisions of the Tax Certificate executed by the District on the date of issuance of the Notes any duty or obligation to make the actual calculations of arbitrage rebate liability of the District, or to pay any such rebate or any penalties in regard thereto if the District miscalculates or fails to pay or cause such rebate or such penalties to be paid. Section 7. Execution of Notes. The Chair, or a designated deputy thereof, is hereby authorized to sign the Notes manually or by facsimile signature, and the Treasurer of the County 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 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. 65560\00005\62046.4 6 Section 8. Approval of Contract of Purchase. The Notes shall be sold at negotiated sale. The form of Contract of Purchase for the Notes, substantially in the form presented to this meeting and on file with the Clerk of this Board, is hereby approved. The Chair or a designated deputy thereof, or the Treasurer of the County is hereby authorized to execute and deliver the Contract of Purchase, and the Chancellor or the Vice Chancellor of the District are each hereby authorized and requested to acknowledge such Contract of Purchase, if necessary, but with such changes therein, deletions therefrom and modifications thereto as the Chair, a designated deputy thereof, or the Treasurer 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 and that the discount not exceed 1% of the par amount of the Notes. The Chair, a designated deputy thereof, or the Treasurer is hereby further authorized to determine the maximum principal amount of Notes to be specified in the Contract of Purchase for sale by the County Board, up to $20,000,000, and to enter into and execute the Contract of Purchase with BancAmerica Securities Inc. (the "Underwriter") if the conditions set forth in the District Resolution and this Resolution are satisfied. Section 9. Authorization of Preliminary Official Statement and Official Statement. The Underwriter is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be used in connection with the offering and sale of the Notes and the Underwriter is hereby authorized to cause the distribution of said Preliminary Official Statement and Official Statement. The Board consents to the Chancellor or Vice Chancellor, Business Services of the District executing and delivering the Official Statement. Section 10. Delivery of Notes. The proper officers of the County Board are hereby authorized and directed to deliver the Notes to the Underwriter in accordance with the Contract of Purchase. 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,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 the District Resolution. Section 11. Further Actions Authorized. It is hereby covenanted that the County, and its appropriate officials, have duly taken all actions necessary to be taken by them, and will take any additional actions 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 12. Recitals. All the recitals in this Resolution above are true and correct and this County Board so finds, determines and represents. Section 13. Authorization to Invest in Investment Agreement or LAIF. Pursuant to Section 53601(1) of the Government Code of the State of California, the following are hereby designated as authorized investments for the proceeds of the Notes and for the moneys in the Repayment Fund: (i) 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, 65560\00005\62046.4 7 uninsured and unguaranteed debt obligations or a claims paying ability rated not lower than "Aa3" by Moody's Investors Service and (ii) the Local Agency Investment Fund administered by the State of California. 65560\00005\62046.4 8 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 20th day of May, 1997, by the following vote: AYES: Supervisors Rogers , Uilkema, Gerber, Canciamilla, DeSaulnier NOES: None ABSENT: None By: V`AA,;&— Chair, Board of Supervisors Attest: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By: ty Clerk, Board of Su visors 65560\00005\62046.4 9 EXHIBIT A Registered No. 1 $ CONTRA COSTA COMMUNITY COLLEGE DISTRICT COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1997 TAX AND REVENUE ANTICIPATION NOTE Rate of Interest: Maturity Date: Note Date: CUSIP: REGISTERED OWNER: PRINCIPAL AMOUNT: FOR VALUE RECEIVED, Contra Costa Community College District (the "District"), County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay the Registered Owner identified above, or registered assigns, at the principal office of the (the "Paying Agent") the Principal Amount specified above, in lawful money of the United States of America, on the Maturity Date specified above,together with interest thereon at the Rate of Interest per annum set forth above (computed on the basis of a 360-day year of twelve 30-day months) in like lawful money from the Note Date specified above until payment in full of said principal sum. Both the principal of and interest on this Note shall be payable only upon surrender of this Note as the same shall fall due; provided, however, no interest shall be payable for any period after maturity during which the holder hereof fails 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 Dollars ($ ), 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(the "County") duly passed and adopted on , 1997 and by authority of a resolution of the Board of Trustees of the District duly passed and adopted on , 1997 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. 65560\00005\62046.4 A-1 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 1997-1998. As security for the payment of the principal of and interest on the Notes the District has pledged an amount equal to fifty percent(50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending January 31, 1998; an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30, 1998; and an amount sufficient to pay interest on the Notes from the unrestricted revenues received by the District in the month ending April 30, 1998 (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 Paying Agent in , 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, except this Note shall not be transferred or exchanged later than the fifteenth day prior to the Maturity Date hereof. 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 County, 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\00005\62046.4 A-2 IN WITNESS WHEREOF, the County has caused this Note to be executed by the Chair of its Board of Supervisors by signature and by the Treasurer-Tax Collector by signature and countersigned by the Clerk by signature and has caused a facsimile of its official seal to be printed hereon this day of 1997. COUNTY OF CONTRA COSTA By: Chair, Board of Supervisors By: Treasurer-Tax Collector (SEAL) Countersigned By: Clerk of the Board of Supervisors 65560\00005\62046.4 A-3 [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 LLP, and was dated as of the date of delivery of and payment for said Notes. jFacsimile Si nature] Chair, 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: V- NOTE: Signature(s) must be guaranteed by NOTE: The signature to the assignment an eligible guarantor institution. must correspond to the name as it appears upon the face of this Note in every particular, without any alteration or change whatsoever. 65560\00005\62046.4 A-4