HomeMy WebLinkAboutMINUTES - 05202003 - C87 BOARD OF SUPERVISORS
CONTRA-
RESOLUTION
'ONT[{� C'CiT Il'�TY A� LIF�}RNIA
'I ESC)Z,IT1'ION NO.—2=339
RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE
NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL
YEAR 2003-2004 AND THE ISSUANCE AND SALE OF 2003 TAX AND
REVENUE ANTICIPATION NOTES THEREFOR
RESOLVED, by the Board of Supervisors of Contra Costa County, California, as
follows:
WHEREAS, pursuant to Article 7.6 (commencing with section 5385£) of Chapter 4 of
Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), school districts
organized and existing under the laws of the State of California are authorized to borrow
money by the issuance of temporary notes, the proceeds of which may be used and expended
for any purpose for which the school district is authorized to spend moneys;
WHEREAS,pursuant to the Law, such notes may be issued in the name of such school
districts by the board of supervisors of the county, the county superintendent of which has
jurisdiction over such school district,as soon as possible following receipt of a resolution of the
governing board of such school district requesting such borrowing;and
WHEREAS, the Board of Supervisors (the "Board") of Contra Costa County (the
"County,")has received from the Board of Trustees of the Antioch Unified School District (the
„District") a resolution finding and determining that it is desirable that the District borrow
funds in an amount not to exceed $20,000,000 with respect to the fiscal year 2003-2004 for
authorized purposes of the District, and requesting that the Board for that purpose authorize
the issuance of and offer for sale tax and revenue anticipation notes in the name of the District
in the principal amount of not to exceed $20,000,000, under and pursuant to the provisions of
the Law;
NOW,THEREFORE,it is hereby DETER1vIlNED and ORDERED as follows:
Section 1. Recitals True and Cgrrect. All of the recitals herein set forth are true and
correct and the Board so finds and determines.
Section 2. Aroval of Request of Distric#. The Board hereby approves the request of
the District for the Board to issue notes in its name.
Section 3. Limitation on Maximum Amount. The principal amount of notes issued
pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five
percent (85°fes) of the estimated amount of the uncollected taxes, revenue and other moneys of
the District for the general fund of the District attributable to Fiscal Year 2003-2004, and
available for the payment of said notes and the interest thereon(as hereinafter provided).
Section 4. Authorization and Terms of Notes. Solely for the payment of current
expenses, capital expenditures and other obligations payable from the general fund of District
during or allocable to Fiscal Year 2003-2004, and not pursuant to any common plan of
financing,and subject to the receipt by the Board of a resolution finding and determining that it
is desirable that the District borrow funds in an amount not to exceed $20,000,000 with respect
to the fiscal year 2003-2004 for authorized purposes of the District, and requesting that the
Board for that purpose authorize the issuance of and offer for sale tax and revenue anticipation
notes in the name of the District in the principal amount of not to exceed $20,000,000, under
and pursuant to the provisions of the Law, the Board hereby determines to and shall borrow
the aggregate principal sura of not to exceed Twenty million dollars ($20,000,000) in the name
of the District. Such borrowing shall be by the issuance of temporary notes under the Law,
designated "Antioch Unified School District (Contra Costa County, California) 2003 Tax and
Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of
delivery,shall mature(without option of prior redemption)not more than thirteen months from
such date of delivery, and shall bear interest from their date, payable at maturity and
computed on a 30-day month/360-day year basis. Both the principal of and interest on the
Notes shall be payable in lawful money of the United States of America, as described below.
Section 5. Folnm of Notes• Book En. Only System. The Notes shall be issued in fully
registered form,without coupons,and shall be substantially in the form and substance set forth
in Exhibit A attached hereto and by reference incorporated herein,the blanks in said form to be
filled in with appropriate words and figures.The Notes shall be numbered from 1 consecutively
upward,shall be in the denomination of$1,000 each or any integral multiple thereof.
"CUSIP"identification numbers shall be imprinted on the Notes,but such numbers shall
not constitute a part of the contract evidenced by the Notes and any error or omission with
respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and
pay for the Motes. In addition, failure on the part of the Board to use such CUSIP numbers in
any notice to registered owners of the Notes shall not constitute an event of default or any
violation of the Board's contract with such registered owners and shall not impair the
effectiveness of any such notice.
Except as provided below, the owner of all of the Notes shall be The Depository Trust
Company, New York, New York ("DTC"), and the Notes shall be registered in the name of
Cede&Co.,as nominee for DTC.The Notes shall be initially executed and delivered in the form
of a single fully registered Note in the full aggregate principal amount of the Notes. The Board
may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its
name for all purposes of this Resolution, and the Board shall not be affected by any notice to
the contrary. The Board shall not have any responsibility or obligation to any participant of
DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under
or through DTC or a Participant,or any other person which is not shown on the register of the
Board as being an owner, with respect to the accuracy of any records maintained by DTC or
any Participant or the payment by DTC or any Participant by DTC or any Participant of any
amount in respect of the principal or interest with respect to the Notes. The Treasurer, as
paying agent,shall pay all principal and interest with respect to the Notes only to DTC, and all
such payments shall be valid and effective to fully satisfy and discharge the Board's obligations
with respect to the principal and interest with respect to the Notes to the extent of the sum or
sums so paid.Except under the conditions noted below,no person other than DTC shall receive
a Note. Upon delivery by DTC to the Board of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede &Co., the term "Cede &Co." in this
Resolution shall refer to such new nominee of DTC.
If the Board determines that it is in the best interest of the beneficial owners that they be
able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify
the Participants of the availability through DTC of Notes. In such event;the Board shall issue,
transfer and exchange Notes as requested by DTC and any other owners in appropriate
amounts.DTC may deterrrine to discontinue pproviding its services with respect to the Notes a t
any time by giving notice to the Board and disc(i f its responsibilities with respect thereto
under applicable law.Under such circumstances {if there is no successor securities depository),
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the Board shall be obligated to deliver Notes as described in this resolution. Whenever DTC
requests the Board to do so, the Board will cooperate with DTC in taking appropriate action
after reasonable notice to (a) make available one or more separate Notes evidencing the Notes
to any DTC Participant having Notes credited to its DTC account or (b) arrange for another
securities depository to maintain custody of Certificates evidencing the Notes.
Notwithstanding any other provision of this Resolution to the contrary, so long as any
Note is registered in the name of Cede&Co.,as nominee of DTC, all payments with respect to
the principal and interest with respect to such Note and all notices with respect to such Note
shall be made and given,respectively,to DTC as provided in the representation letter delivered
on the date of issuance of the Notes.
Section 6. Use of Proceeds; Investment of Proceeds. The moneys so borrowed shall be
deposited in the Treasury of the County in a proceeds fund (the `"Proceeds Fund") to the credit
of the District, to be withdrawn,used and expended by the District for any purpose for which
it is authorized to expend funds from the general fund of the District, including,but not limited
to, current expenses, capital expenditures and the discharge of any obligation or indebtedness
of the District.
Proceeds shall,if held by the County, to the greatest extent possible, be invested by the
Treasurer-Tax Collector (the "Treasurer") or such other appropriate investment officer of the
County, in the County investment pool or directly in investment securities in accordance with
District directive as permitted by the laws of the State of California as now in effect and as
hereafter amended, and in accordance with such procedures and subject to such requirements
as the Treasurer or such other appropriate investment officer of the County shall establish. In
the alternative, the Treasurer shall,at the written direction of the District, transfer funds to the
provider of an investment agreement upon the written recommendation of the Superintendent
(or his designee) (in either case, an "Authorized Officer") of the District, provided that such
investment agreements are. (i)issued or guaranteed by an entity the corporate debt of which at
the time of investment is rated in one of the two highest long-term rating categories by Moody's
Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an
insurance company with a claims-paying rating at the time of investment in one of the two
highest long-term rating categories of Moody's Investors Service and Standard & Poor's Ratings
Services; provided further that any rating agency maintaining a rating on the Notes shall be
notified in writing by the District prior to the District entering into said investment agreement;
and provided further that any such investment agreement shall contain provisions satisfactory
to any rating'agency maintaining a rating on the Notes, specifying that, in the event the long-
term
ongterm debt rating of the provider of the investment agreement is downgraded by either Moody's
Investors Service or Standard & Poor's Ratings Services to below said rating agency's second
highest long-term rating category, without regard to rating subcategories, the provider of such
investment agreement shall,within ten(10)days,deliver to a third party, collateral in the form
of direct and general obligations of the United States of America, or obligations that are
unconditionally guaranteed as to principal and interest by the full faith and credit of the United
States of America, in the amount of not less than 104% of the principal amount of the
investment agreement and/or senior debt and mortgage-backed obligations of FNMA or
FHLMC in an amount not less than 105%of the principal amount of the investment agreement;
and further specifying that, in the event the long-term debt rating of the provider of the
investment agreement is withdrawn, suspended or downgraded by either Moody's Investors
Service or Standard '& Poor's Ratings Services to below said rating agency's third highest long-
term
ongterm rating category,without regard to rating subcategories,such investment agreement shall, at
the option of the District,terminate,and the full principal amount invested thereunder, together
with any interest accrued thereon, shall be paid to the District or the Treasurer within two (2)
business days of such downgrade. Proceeds may also be invested in the Local Agency
Investment Fund.
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Section 7.Segadty. The principal amount of the Notes,together with the interest thereon,
shall be payable from taxes,revenue and other moneys which are received by the District for the
general fund of the District for the Fiscal Year 2003-2004. As security for the payment of the
principal of and interest on the Notes, the Board, in the name of the District, hereby pledges the
first "unrestricted moneys", as hereinafter defined, to be received by the County on behalf of
the District in the amounts and in the months specified in the Official Notice of Sale for the
Notes (the "Pledged Revenues"). The principal of the Notes and the interest thereon shall
constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the
extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys
of the District lawfully available therefor. In the event that there are insufficient unrestricted
moneys received by the District to permit the deposit in the Repayment Fund, as hereinafter
defined,of the full amount of the Pledged Revenues to be deposited in any month on the last
business day of such month,then the amount of any deficiency shall be satisfied and trade up
from any other moneys of the District lawfully available for the repayment of the Notes and
interest thereon. The'term "unrestricted moneys" shall mean taxes, income, revenue and other
moneys intended as receipts for the general fund of the District and which are generally
available for the payment of current expenses and other obligations of the District.
Section S. Repayment Fund: Investment ofRepayment Fund. There is hereby created a
special fund to be held on behalf of the District by the Treasurer separate and distinct from all
other County and District funds and accounts designated the "Antioch Unified School District
(Contra Costa County, California) 2003 Tax and Revenue Anticipation Notes Repayment
Fund" (the "Repayment Fund")and applied as directed in this Resolution. Any money placed
in the Repayment Fund shall be for the benefit of the registered owners of the Notes, and until
the Notes and all interest thereon are paid or until provision has been made for the payment of
the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be
applied solely for the purposes for which the Repayment Fund is created; provided, however,
that any interest earned on amounts deposited in the Repayment Fund shall periodically be
transferred to the general fund of the District.
During the months specified in the Official Notice of Sale as those months when Pledged
Revenues must be deposited in the Repayment Fund,the amount of Pledged Revenues specified
in the Official Notice of Sale shall be deposited into the Repayment Fund. On the maturity date
of the Notes,the Treasurer shall transfer to DTC the moneys in the Repayment Fund necessary
to pay the principal and interest on the Notes at maturity and, to the extent said moneys are
insufficient therefor, an amount of moneys from the District's general fund which will enable
payment of the full principal of and interest on the Notes at maturity. DTC will thereupon
make payments of principal and interest on the Notes to the DTC Participants who will
thereupon make payments to the beneficial owners of the Notes. Any moneys remaining in the
Repayment Fund after the Notes and the interest thereon have been paid, or provision for such
payment has been made,shall be transferred to the District's general fund.
Moneys in the Repayment Fund shall, if held by the County, to the greatest extent
possible, be invested by the Treasurer, or such other appropriate investment officer of the
County, directly in investments as permitted by the laws of the State of California as now in
effect and as hereafter amended, and in accordance with such procedures and subject to such
requirements as the Treasurer or such other appropriate investment officer of the County shall
establish.
In the alternative, the Treasurer shall, at the written direction of the District, transfer
funds to the provider of an investment agreement upon the written recommendation of the
Authorized Officer of the District,provided that such investment agreements are: (i) issued or
guaranteed by an entity the corporate debt of which at the time of investment is rated in one of
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the two highest long-terra rating categories by Moody's Investors Service and Standard & Poor's
Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying
rating at the time of investment in one of the two highest long-term rating categories of Moody's
Investors Service and Standard & Poor's Ratings Services; provided further that any rating
agency maintaining a rating on the Notes shall be notified in writing by the District prior to the
District entering into said investment agreement,and provided further that any such investment
agreement shall contain provisions satisfactory to any rating agency maintaining a rating on the
Nates,specifying that, in the event the long-term debt rating of the provider of the investment
agreement is downgraded by either Moody's Investors Service or Standard & Poor's Ratings
Services to below said rating agency's second highest long-term rating category, without regard
to rating subcategories, the provider of such investment agreement shall, within ten (10) days,
deliver to a third party collateral in the form of direct and general obligations of the United
States of America, or obligations that are unconditionally guaranteed as to principal and
interest by the full faith and credit of the United States of America, in the amount of not less
than 1041lo of the principal amount of the investment agreement; and further specifying that, in
the event the king-tom debt rating of the provider of the investment agreement is withdrawn,
suspended or downgraded by either Moody's Investors Service or Standard & Poor's Ratings
Services to below said rating;agency's third highest long-term rating category,without regard to
rating subcategories, such investment agreement shall, at the option of the District, terminate,
and the full principal amount invested thereunder, together with any interest accrued thereon,
shall be paid to the District or the Treasurer within two (2) business days of such downgrade.
The Treasurer may also invest the Repayment Fund in the Local Agency Investment Fund. The
proceeds of any such investments shall, as received,be deposited in the Repayment Fund and
shall be part of the Pledged Revenues.
Section 9. Execution of Notes. The Notes shall be executed in the name of the District,
with the manual or facsimile signature of the Treasurer or one or more of his duly authorized
deputies,and the manual or facsimile counter-signature of the Clerk of the Board of Supervisors
(although at least one of such signatures shall be manual) with the seal of the Board impressed
thereon,and said officers are hereby authorized to cause the blank spaces thereof to be filled in
as may be appropriate.
Section 10. Transf roof Notes. Any Note may, in accordance with its terms, but only if
the District determines to no longer maintain the book entry only status of the Notes, DTC
determines to discontinue providing such services and no successor securities depository is
named or DTC requests the Treasurer to deliver Note certificates to particular DTC
Participants, be transferred, upon the books required to be kept pursuant to the provisions of
Section 12 hereof, by the person in whose name it is registered, in person or by his duly
authorized attorney,upon surrender of such Note for cancellation at the office of the Treasurer,
accompanied by delivery of a written instrument of transfer in a form approved by the
Treasurer,duly executed.
Whenever any Note or Notes shall be surrendered for transfer, the Treasurer shall
execute and deliver a new Note or Notes,for like aggregate principal amount.
Section 11.Excha? ge ref Notes.Notes may be exchanged at the office of the Treasurer for
a like aggregate principal amount of Notes of authorized denominations and of the same
maturity.
Section 12. Dote &&i r. The Treasurer shall keep or cause to be kept sufficient books
for the registration and transfer of the Notes if the book entry only system is no longer in effect
and,in such case, the Treasurer shall register or transfer or cause to be registered or transferred,
on said books, Notes as herein before provided. While the book entry only system is in effect,
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such books need not be kept as the Notes will be represented by one Note registered in the name
of Cede&Co.,as nominee for DTC.
Section 13. Tem ,,grary Notes. The Notes may be initially issued in temporary form
exchangeable for definitive Notes when ready for delivery. The temporary Notes may be
printed,lithographed or typewritten, shall be of such denominations as may be determined by
the Treasurer,and may contain such reference to any of the provisions of this resolution as may
be appropriate. Every temporary Note shall be executed by the Treasurer upon the same
conditions and in substantially the same manner as the definitive Nates. If the Treasurer issues
temporary Nates he will execute and furnish definitive Notes without delay, and thereupon the
temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the
Treasurer and the Treasurer shall deliver in exchange for such temporary Nates an equal
aggregate principal amount of definitive Notes of authorized denominations. Until so
exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this
Resolution as definitive Notes executed and delivered hereunder. Any costs borne by the
County for the exchange of the Notes will be reimbursed by the District.
Section 14. Notga Mutilated Lost stEQyed gr Sc len. if any Note shall become
mutilated the Treasurer,at the expense of the registered owner of said Note, shall execute and
deliver a new Nate of lake maturity and principal amount in exchange and substitution for the
Note so mutilated,but only upon surrender to the Treasurer of the Note so mutilated. Every
mutilated.Note so surrendered to the Treasurer shall be canceled by it and delivered to, or upon
the order of, the Treasurer.if any Note shall be lost, destroyed or stolen, evidence of such loss,
destruction or theft may be submitted to the Treasurer and, if such evidence be satisfactory to
the Treasurer and indemnity satisfactory to it shall be given,the Treasurer,at the expense of the
registered owner,shall execute and deliver a new Note of like maturity and principal amount in
lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer may require
payment of a sum not exceeding the actual cost of preparing each new Note issued under this
Section 14 and of the expenses which maybe incurred by the Treasurer in the premises. Any
Note issued under the provisions of this Section 14 in lieu of any Note alleged to be lost,
destroyed or stolen shall constitute an original additional contractual obligation on the part of
the Board whether or not the Note so alleged to be lost, destroyed or stolen be at any time
enforceable by anyone,and shall be equally and proportionately entitled to the benefits of this
Resolution with all either Notes issued pursuant to this Resolution.This Section 14 will not be in
effect so long as DTC book entry is utilized.
Section 15. Covenants and Warr eased on the representations and covenants of
the District, it is hereby covenanted and warranted by the Board that all representations and
recitals contained in this Resolution as to the County are true and correct, and that the Board
has reviewed all proceedings heretofore taken:relative to the authorization of the Notes and has
found,as a result of such review,and hereby finds and determines that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of
the Notes have existed, happened and been performed in due time, form and manner as
required by law,and the Board is duly authorized to issue the Notes in the name of the District
and incur indebtedness in the manner and upon the terms provided in this Resolution. The
Board and the District and their appropriate officials have duly taken all proceedings necessary
to be taken by them,, and will take any additional proceedings necessary to be taken by them,
for the prompt collection and enforcement of the taxes,revenue,cash receipts and other moneys
pledged hereunder in accordance with law and for carrying out the provisions of this
Resolution.
Section 16. Sale of Notes. The Board acknowledges that the District's Resolution
provides that;
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(A) The Notes will be sold by competitive bid and awarded as set forth in an Official
Notice of Sale, which Kelling, Northcross & Nobriga (the "Financial Advisor") and the
Authorized Officer are thereby authorized to prepare,consistent with the District's Resolution.
(B) The Authorized. Officer is thereby directed to execute the Official Notice of Sale,
and to arrange for the publication of a notice of intention to sell the Notes. The Authorized
Officer is thereby authorized and directed to open the bids at the time and place specified in
the Official Notice of Sale. The Authorized Officer is thereby authorized and directed to
receive and record the receipt of all bids made pursuant to the Official Notice of Sale, to cause
said bids to be examined for compliance with the Official Notice of Sale,to cause computations
to be made as to which bidder has bid the lowest true interest cost, as provided in the Official
Notice of Sale,to announce the bidder of the lowest true interest cost, and to award the sale to
said bidder. The County Board relies upon:the District and its Authorized Officer to properly
carry out all proceedings in connection with the selection of a purchaser of the Notes. The
County takes no responsibility for conducting the sale of the Notes.
(C) dons First National Bank, parent company of the Financial Advisor, has been
authorized by the District to submit a bid for the Notes.
Section 17. Preparation of the Nates; Execution of Closing Documents. Jones Hall, A
Professional Law Corporation, as bond counsel to the District, is directed to cause suitable
Notes to be prepared showing on their face that the same bear interest at the rate aforesaid,
and to cause the blank spaces therein to be filled in to comply with the provisions of this
Resolution in accordance with the identified purchaser of the Notes, and to procure their
execution by the proper officers, and to cause the Notes to be delivered when so executed to
DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the
Treasurer on behalf of the District.
The Treasurer or any other officer of the County are further authorized and directed to
make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the
form customarily required by purchasers of bonds of public corporations generally, certifying to
the genuineness and due execution of the Notes,and (b)a receipt in similar form evidencing the
payment of the purchase price of the Notes which receipt shall be conclusive evidence that said
purchase price of the Notes has been paid and has been received on behalf of the District. Any
purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall
be justified in relying upon any such certificate or receipt with respect to the Notes. Such
officers and any other officers of the District or of the County are hereby authorized to execute
any and all other documents required to consummate the sale and delivery of the Notes.
Section 18. Limited Liability. Notwithstanding anything to the contrary contained
herein, in the Notes or in any other document mentioned herein, neither the County nor the
Board shall have any liability hereunder or by reason hereof or in connection with the
transactions contemplated hereby and the Notes shall be payable solely from the moneys of the
District available therefor as set forth in Section 7 hereof.
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I, Gina Martin_ _____ _, Clerk of the Board of Supervisors of the County of
Contra Costa,State of California, do hereby certify that the foregoing Resolution was regularly
introduced, passed and adopted by said Board at a regular meeting held on the 20 day of
UM 2003, on motion of Supervisor Glover and second of Supervisor
UiU=a , by the following vote:
AYES: SUPERVISORS: Uilkema, Glover and DeSaulnier
NOES: SUPERVISORS: None
ABSTAINED: SUPERVISORS: None
ABSENT: SUPERVISORS: Gioia
District III Seat Vacmt
Clerk of the Board of Supervisors
By .
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''I'll...11...I...........11.....I.......................................................................................................................................................................................
. ... . ............ ...................................----''I'll I I I
EX1HBrrA
FORM OF NOTE
Board of Supervisors of Contra Costa County,California
in the Nam of the
ANTIOCH UNIFIED SCHOOL DISTRICT
(Contra Costa County, California)
2003 TAX AND REVENUE ANTICIPATION NOTE
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
-- % 2004 July 1,2003 -------
REGISTERED OWNER: CEDE&CO.
PRINCIPAL SUM: ---------- ------- DOLLARS
The ANTIOCH UNIFIED SCHOOL DISTRICT, Contra Costa County, State of
California (the "District"), acknowledges itself indebted, and promises to pay, to the Registered
Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above,
the Principal Sum stated above, in lawful money of the United States of America, and to pay
interest thereon in like lawful money at the rate per annum stated above, payable on the
Maturity Date stated above, calculated on the basis of 360-day year comprised of twelve 30-
day months.Both the principal of and interest on this Note shall be payable at maturity to the
Owner.
It is hereby certified,recited and declared that this Note is one of an authorized issue of
notes in the aggregate principal amount of dollars ($ J, all of like
tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors (the
'•Board") of Contra Costa County (the "County") duly passed and adopted on May --, 2003
(the "Resolution"),and pursuant to Article 7.6 (commencing with section 53850) of Chapter 4,
Part 1, Division 2, Title 5, of the California Government Code, and that all conditions, things
and acts required to exist, happen and be performed precedent to and in the issuance of this
Note exist,have happened and have been performed in regular and due time, form and manner
as required by law, and that this Note, together with all other indebtedness and obligations of
the District,does not exceed any limit prescribed by the Constitution or statutes of the State of
California.
The principal amount of the Notes, together with the interest thereon, shall be payable
from taxes, revenue and other moneys which are received by the County on behalf of the
District for Repayment Fund of the District (as defined in the Resolution) for the Fiscal Year
2003-2004. As security for the payment of the principal of and interest on the Notes, the Board,
in the name of the District, has pledged the first "unrestricted moneys", as hereinafter defined
(a) in an amount equal to percent (_%) of the principal amount of the Notes to be
received by the County on behalf of the District in , 2004, (b) in an amount equal to
— percent (—'/o) of the principal amount of the Notes to be received by the County on
behalf of the District in—, 2004, and (c) in an amount equal to all interest due on the
Notes at maturity to be received by the County on behalf of the District in 2004
Exhibit A
Page 1
...................................................................
(such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the
Notes and the interest thereon shall constitute a first hen and charge thereon and shall be paid
from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes
shall be paid from any other moneys of the District lawfully available therefor. The term
"unrestricted moneys"shall mean taxes,income,revenue and other moneys intended as receipts
for the general fund of the District and which are generally available for the payment of current
expenses and other obligations of the District.
The Notes are issuable as fully registered notes, without coupons, in denominations of
$1,000 each or any integral multiple thereof. Subject to the limitations and conditions as
provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of
Notes of other authorized denominations and of the same maturity.
The Notes are not subject to redemption prior to maturity.
This Note is transferable by the Owner hereof, but only under the circumstances, in the
manner and subject to the limitations provided in the Resolution. Upon registration of such
transfer a new Note or Notes, of authorized denomination or denominations, for the same
aggregate principal amount and of the same maturity will be issued to the transferee in exchange
for this Note.
The Board may treat the Owner hereof as the absolute owner hereof for all purposes and
the Board shall not be affected by any notice to the contrary.
Unless this Note is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC") to the District or the County for registration of
transfer,exchange or payment,and any Note issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of DTC (and any payment is
made to Cede& Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede &
Co.,has an interest herein.
IN WITNESS WHEREOF,the Board of Supervisors of Contra Costa County, California
has caused this Note to be issued in the name of the District and to be executed by the manual
signature of the Treasurer and countersigned by the facsimile signature of the Clerk of the
Board, all as of the Issue Date stated above.
BOARD OF SUPERVISORS OF CONTRA
COSTA COUNTY
By
Tax Collector
(S E A L)
Countersigned:
Clerk of the Board
Exhibit A
Page 2
ANTIOCH UNIFIED SCHOOL DISTRICT
RE7731ED RESOLUTION NO, 2002-03-30
RESOLUTION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA
COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN
THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL,YEAR
2003-2004 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED$20,000,000 AND
AUTHORIZING THE SALE THEREOF AND AUTHORIZING PREPARATION OF
AN OFFICIAL STATEMENT IN CONNECTION THEREWITH
RESOLVED, by the Board of Trustees of the Antioch Unified School District (the
"District"), as follows:
WHEREAS, school districts organized and existing under the laws of the State of
California are authorized by Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1
of Division 2 of Title 5 of the California Government Code(the "Law") to borrow money by the
issuance of temporary notes, the proceeds of which may be used and expended for any purpose
for which the school district is authorized to spend moneys, and
WHEREAS,pursuant to the Law, such motes may be issued in the name of such school
district by the board of supervisors of the county, the county superintendent of which has
jurisdiction over such school district,as soon as possible following receipt of a resolution of the
governing board of such school district requesting such borrowing;and
WHEREAS, the District has determined that it is desirable that the District borrow
funds in an amount not to exceed $20,000,000 with respect to fiscal year 2003-2004 for
authorized purposes of the District;
NOW, THEREFORE,it is hereby DETERMINED and ORDERED as follows:
Section 1. Re ugesst. The Board of Supervisors (the "Board") of Contra Costa County (the
"County") is hereby requested to issue tax and revenue anticipation notes in the name of the
District in the principal amount of not to exceed $20,000,000 (the "Notes"), under and
pursuant to the provisions of the Law.
Section 2. P-1-ed .The Notes shall be obligations of the District and shall be secured by a
pledge of and first lien and charge against the first "unrestricted moneys", as hereinafter
defined, to be received by the County on behalf of the District, in the amounts and in the
months specified in the Official Notice of Sale for the Notes (the "Pledged Revenues"). To the
extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys
of the District lawfully available therefor. In the event that there are insufficient unrestricted
moneys received by the District to permit the deposit in the Repayment Fund (as hereinafter
defined) of the full amount of the Pledged Revenues to be deposited in any month on the last
business day of such month,then the amount of any deficiency shall be satisfied and made up
from any other moneys of the District lawfully available for the repayment of the Notes and
interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue and other
moneys intended as receipts for the general fund of the District and which are generally
available for the payment of current expenses and other obligations of the District.
Section 3. Aouroval of Issuance Resolution.The resolution entitled "Resolution Providing
for the Borrowing of Funds in the Name of the Antioch Unified School District for Fiscal Year
2003-2004 and the Issuance and Sale of 2003 Tax and Revenue Anticipation Notes Therefor"
(the "Issuance.Resolution"), to be adopted by the Board, in substantially the form presented to
the Board of Trustees at this meeting,together with any additions to or changes therein deemed
necessary or advisable by the Board,is hereby approved.
Section 4. ±Official. Stat_ement. The Board of Trustees hereby authorizes the preparation
by Kelling, Northcross & Nobriga (the "Financial Advisor") of an official statement describing
the Notes (the "Official Statement"). The Board of Trustees authorizes the distribution by the
Financial Advisor of the Official Statement to prospective purchasers of the Notes, and
authorizes and directs the Superintendent and the Deputy Superintendent (herein, each an
"Authorized Officer")on behalf of the District to deem"final" pursuant to Rule 15c2-12 under
the Securities Exchange Act of 1934(the "Rule") the Official Statement prior to its distribution
by the District's financial advisor. The execution of the Official Statement, which shall include
such changes and additions thereto deemed advisable by the Authorized Officer or any other
qualified officer of the District and such information permitted to be excluded from the Official
Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Official
Statement by the District.
The Authorized Officer is separately authorized and directed to execute the Official
Statement and a statement that the facts contained in the Official Statement, and any
supplement or amendment thereto (which shall be deemed an original part thereof for the
purpose of such statement)were, at the time of sale of the Notes,true and correct in all material
respects and that the Official Statement did not,on the date of sale of the Notes, and does not,
as of the date of delivery of the Notes, contain any untrue statement of a material fact with
respect to the District or omit to state material facts with respect to the District required to be
stated where necessary to make any statement made therein not misleading in the light of the
circumstances under which it was made.The Authorized Officer shall tape such further actions
prior to the signing of the Official Statement as are deemed necessary or appropriate to verify
the accuracy thereof.
Section 5. Sale of the Notes. The Notes will be sold by competitive bid and awarded as
set forth in an Official Notice of Sale, which the Financial Advisor and the Authorized Officer
are hereby authorized to prepare, consistent with this Resolution. The Authorized Officer is
hereby directed to cause Jones Hall, as bond counsel to the District, to arrange for the
publication of a notice of intention of the sale of the Notes in The Bond Bayer, at least 15 days
before the sale of the Notes.
The Authorized Officer is hereby directed to execute the Official Notice of Sale. The
Authorized Officer is hereby authorized and directed to open the bids at the time and place
specified in the Official Notice of Sale. The Authorized Officer is hereby authorized and
directed to receive and record the receipt of all bids made pursuant to the Official Notice of
Sale, to cause said bids to be examined for compliance with the Official Notice of Sale, to cause
computations to be made as to which bidder has bid the lowest true interest cost, as provided
in the Official Notice of Sale, to announce the bidder of the lowest true interest cost, and to
award the sale to said bidder.
Zions First National Bank, parent company of the Financial Advisor, is hereby
authorized by the District to submit a bid for the Notes.
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Section 5. 'fax Covenants
(a) Private Activity Bond Limitation. The District shall assure that the proceeds of the
Notes are not so used as to cause the Notes to satisfy the private business tests of section
141(b) of the Code(as hereinafter defined) or the private loan financing test of section 141(c) of
the Code.
(b)Federal Guarantee.Prohibition. The District shall not take any action or permit or suffer
any action to be taken if the result of the same would be to cause any of the Notes to be
„federally guaranteed"within the meaning of section 149(b)of the Code.
(c) Rebate Requirement. The District shall take any and all actions necessary to assure
compliance with section 148(f) of the Code,relating to the rebate of excess investment earnings,
if any, to the federal government,to the extent that such section is applicable to the Notes.
(d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action
with respect to the proceeds of the Nates which,if such action had been reasonably expected to
have been taken,or had been deliberately and intentionally taken,on the date of issuance of the
Notes would have caused the Notes to be "arbitrage bonds" within the meaning of section 148
of the Code.
(e)Maintenance of Tax-Exemption. The District shall take all actions necessary to assure
the exclusion of interest on the Nates from the gross income of the registered owners of the
Notes to the same extent as such interest is permitted to be excluded from gross income under
the Code as in effect on the date of issuance of the Notes.
For purposes of this Section 6, the term "Code" means the Internal Revenue Code of
1986 as in effect on the date of issuance of the Notes or (except as otherwise referenced herein)
as it may be amended to apply to obligations issued on the date of issuance of the Nates,
together with applicable proposed, temporary and final regulations promulgated, and
applicable official public guidance published,under the Code.
Section 7. Continuing Disclosure. The District hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing. Disclosure Certificate.
Notwithstanding any other provision of this resolution, failure of the District to comply with
the Continuing Disclosure Certificate shall not be considered an event of default; however, any
holder or beneficial owner of the Notes may, take such actions as may be necessary and
appropriate to compel performance,including seeking mandate or specific performance by court
order.
For purposes of this Section 7, the term "Continuing Disclosure Certificate" means that
certain Continuing Disclosure Certificate executed by the District and dated the date of
issuance and delivery of the Notes,as originally executed and as it may be amended from time
to time in accordance with the terms thereof. For purposes of this Section 7, the term
"Participating Underwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Certificate.
Section 8. No Temporary TranEfers. It is hereby covenanted and warranted by the
District pursuant to Article XVI, Section 6 of the Constitution of the State of California that it
will not request the County Treasurer to make temporary transfers of funds in the custody of
the County Treasurer to meet any obligations of the District during the 2003-2004 fiscal year.
Section 9.Further Authorization. All actions heretofore taken by the officers and agents
of the District with respect to the sale and issuance of the Notes are hereby approved, and the
Authorized Officer, the Clerk of the Board and any and all other officers of the District are
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hereby authorized and directed for and in the name and on behalf of the District,to do any and
all things and take any and all actions relating to the execution and delivery of any and all
certificates, requisitions, agreements and other documents, which they, or any of there, may
deem necessary or advisable in order to consummate the lawful issuance and delivery of the
Notes in accordance with the Issuance Resolution and this resolution.
The District hereby authorizes the Authorized Officer to execute an agreement for bond
counsel services by and between the District and Jones Hall, A Professional Law Corporation,
and an agreement for financial advisory services by and between the District and Keing,
Northcross &Nobriga,which firms are hereby appointed to serve as bond counsel and financial
advisor,respectively,for the Notes. All costs incurred by the Board or the District in connection
with the issuance of the Notes, including but not limited to printing of any official statement,
rating agency costs, bond counsel fees and expenses, underwriting discount and costs, paying
agent fees and expenses, the cost of printing the Notes, and any compensation owing to any
officers or employees of the Board, the County or the District for their services rendered in
connection with the issuance of the Notes,shall be payable by District.
Section 10.Indemnification.The District shall indemnify and hold harmless,to the extent
permitted by law, the County and its officers and employees (the "Indemnified Parties"),
against any and all losses, claims, damages or liabilities, joint or several, to which such
Indemnified Parties may become subject,because of action or inaction related to the Notes. The
District shall also reimburse the Indemnified Parties for any legal or other expenses incurred in
connection with investigating or defending any such claims or actions.
Section 11. Effective Date. This resolution shall take effect from and after its adoption.
I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board
of Trustees of the Antioch Unified School District held on the 9th day of April, 2003, by the
following vote:
AYES,and in favor of, Board Members: 5
NOES,Board Members: 0
ABSENT, Board Members: 0
A4h1JJ 'k"',Wr
By
erk of the Board of Trustees
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