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HomeMy WebLinkAboutRESOLUTIONS - 06141988 - 88-341 13 BOARD OF SUPERVISORS, COUNTY .OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. q1 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE ISSUANCE OF PITTSBURG UNIFIED SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, 1988 TAX AND REVENUE ANTICIPATION NOTES WHEREAS, pursuant to Sections 53850 et sec . 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 County of Contra Costa (the "County" ) has jurisdiction over Pittsburg Unified School District (the "District" ) , and this Board of Supervisors of the County (the "County Board" ) has received a resolution of the Board of Education of the District (the "District Board" ) , being the governing board of the District, dated May 25 , 1988 , entitled "RESOLUTION OF THE BOARD OF EDUCATION OF PITTSBURG UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1988 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE SAID NOTES" (the "District Resolution" ) attached hereto as Exhibit A, which District Resolution requests the borrowing of not exceeding Four Million 'Five Hundred Thousand Dollars ($4, 500 ,000) at an interest rate not exceeding eight percent (8%) through the issuance by the County Board of 1988 Tax and Revenue Anticipation Notes (the "Notes" ) in the name of the District; and 1 3011002/2 ,a WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1988-1989 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 1988-1989 in which issued; and WHEREAS, such Notes may not bear interest exceeding twelve percent ( 12%) per annum, as permitted by Section 53531 of the Act, notwithstanding Section 53854 of the Act; 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 1988-1989 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 Contract of Purchase therefor (hereinafter referred to) , as permitted by Section 53853 of the Act; and shall be in the form and executed in the manner prescribed in the District Resolution and herein, as required by Section 53853 of the Act; and WHEREAS, the County Board has found and determined that said $4 ,500 ,000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1988-1989 , 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 2 3011002/2 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; and WHEREAS, Kelling, Northcross & Nobriga, Inc . , as financial advisor (the "Financial Advisor" ) , has prepared a form of Contract of Purchase and has submitted said Contract of Purchase to this Board, which Contract of Purchase is on file with the Clerk of the County Board (herein called the "Contract of Purchase" ) ; and the Board desires an underwriter , as shall be designated by the Superintendent or Business Manager of the District (the "Underwriter" ) , to purchase the Notes; and WHEREAS, pursuant to Section 265(b) (3 ) of the Internal Revenue Code of 1986 , as amended (the "Code" ) , under certain circumstances, certain obligations the interest on which is exempt from federal income tax under Section 103 of the Code may be designated by the issuer thereof as "qualified tax-exempt obligations , " thereby allowing certain financial institutions that are holders of such qualified tax-exempt obligations to deduct for federal income tax purposes a portion of such institution' s interest expense that is allocable to such qualified tax-exempt obligations, all as determined in accordance with Sections 265 and 291 of the Code; and WHEREAS, the District Board has represented in the District Resolution that : ( 1) the Notes authorized by this resolution are not private activity bonds within the meaning of Section 141 of the Code; (2) the District, together with all of its subordinate entities , has heretofore issued $-0- aggregate principal amount of obligations (other than those obligations described in paragraph 4 below) in calendar year 1988 the interest on which is exempt from federal income tax under Section 103 of the Code; (3) the District reasonably anticipates that it, together with its subordinate entities will issue during the remainder of calendar year 1988 obligations (other than those obligations described in paragraph 4 below) the interest on which is exempt from federal income tax under to Section 103 of ,the Code which, when aggregated with all obligations described in paragraph 2 above, will not exceed an aggregate principal amount of $10, 000, 000 ; and 3 3011002/2 (4) notwithstanding paragraphs 2 and 3 above, the District and its subordinate entities may have issued in calendar year 1988 and may continue to issue during the remainder of calendar year 1988 private activity bonds other than qualified 501(c) (3 ) bonds as defined in Section 145 of the Code; and WHEREAS, the District Board wishes to designate the Certificates 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 $4 , 500 ,000 principal amount of notes under Sections 53850 et seg. of the Act, designated "Pittsburg Unified School District , County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes" ; to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5 , 000 , or integral multiples thereof , as determined by the Underwriter; to be dated the date of delivery thereof; to mature (without option of prior redemption) 364 days from said date of delivery (or 359 days computed on a 30-day month/360-day year basis) or , if such date is not a day on which banks in New York or California are open for business , on the last day prior to such 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 eight percent (8%) 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 a paying agent, as shall be designated by the Superintendent or Business Manager of the District to be the paying agent with respect to the Notes (the "Paying Agent" ) . Section 2 . Form of Notes . The Notes shall be issued in bearer form and shall be substantially in the form and substance set forth in Exhibit B 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 following 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: 4 3011002/2 I HEREBY CERTIFY that the foregoing 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 . Deposit of Note Proceeds . The moneys so borrowed shall be deposited in the General Fund of the District . Section 4 . Payment of Notes . (A) Source of Payment . The principal amount of the Notes , together with the interest thereon, shall be payable from taxes , income, revenue, cash receipts and other moneys which are received by the District during fiscal year 1988-1989 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 December 31 , 1988; and 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 , 1989 , plus an amount sufficient to pay interest on the Notes, from unrestricted revenues received by the District in the month ending May 31 , 1989 (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. 5 3011002/2 • t 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 County Treasurer/Tax Collector (the "Treasurer" ) in a special fund designated as the "Pittsburg Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes Repayment Fund" (herein called the "Repayment Fund" ) and applied as directed in this Resolution. Any moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes , and until the Notes and all interest thereon are paid 'or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (D) Disbursement and Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund. After such date as the amount of Pledged Revenues deposited in the Repayment Fund shall be sufficient to pay in full the principal of and interest on the Notes , when due, any moneys in excess of such amount remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the District upon the request of the District . On the maturity date of the Notes, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes . Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request of the District in investment securities by the Treasurer , as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time; provided that no such investments shall have a maturity date later than the maturity date of the Notes . Section 5 . Execution of Notes . The Treasurer , or a designated deputy thereof , is hereby authorized to sign the Notes manually or by facsimile signature, and the County Chairperson is hereby authorized to sign the Notes manually or by facsimile signature and the Clerk of the County Board (the "Clerk" ) is hereby authorized to countersign the Notes manually 6 3011002/2 " r 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 Board 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 Contract of Purchase. The Contract of Purchase for the Notes is hereby approved and the Treasurer , or designated deputy thereof , or the County Chairperson is hereby authorized to execute and deliver a Contract of Purchase, and the Business Manager of the District is hereby authorized and requested to acknowledge such Contract , substantially in the form attached hereto as Exhibit C, 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 his execution and delivery thereof; provided, however , that the maximum interest rate on the , Notes shall not exceed eight percent (8%) per annum and the purchase price thereof shall be no less than the principal amount of the Notes; and provided, further, that the Underwriter named therein shall have been so designated by the Superintendent or the Business Manager of the District . 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 Contract of Purchase for sale by the County Board, up to $4 , 500 , 000 and to enter into and execute the Contract of Purchase with the Underwriter, if the conditions set forth in this Resolution are satisfied. Section 7 . Authorization of Preliminary Official Statement and Official Statement . The Financial Advisor to the District 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 . The Superintendent, Business Manager or any authorized designee of such officers of the District, is hereby authorized and requested to execute and deliver the Official Statement . Section 8 . 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 7 3011002/2 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 Contract of Purchase, 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 resolution heretofore adopted by the District Board. Section 9 . 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 10 , Recitals . All the recitals in this Resolution above are true and correct and this County Board so finds , determines and represents . Section 11 . Designation as Qualified Tax-Exempt Obligation . As provided in the District Resolution, the Notes have been designated as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code. Section 12 . Action Re Qualified Tax-Exempt Obligation. Appropriate officials of the County Board and the Treasurer are hereby authorized and directed to take such other actions as may be necessary to assist the District in designating such Notes as "qualified tax-exempt obligations , " including, if either deemed necessary or appropriate, placing a legend to such effect on the form of Note in such form as either deemed necessary or appropriate . 8 3011002/2 PASSED AND ADOPTED ° by the Board of Supervisors of the County of Contra Costa this 14th day of June, 1988 , by the following vote : AYES : Supervisors Powers, Fanden, McPeak, Torlakson, Schroder. NOES : None. ABSENT: None. By Chairperson, Board of Supervisors Attest : Phil Batchelor Clerk of the Board of Supervisors and County Administrator Clerk, Board of Supervisors By e1lg Deputy 9 3011002/2