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HomeMy WebLinkAboutRESOLUTIONS - 06041991 - 91-350 y 1-117 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE ISSUANCE OF ACALANES UNION HIGH SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, 1991 TAX AND REVENUE ANTICIPATION NOTES WHEREAS, pursuant to Sections 53850 et sea. 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 Board" ) , 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 Acalanes Union High 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 15, 1991, entitled "RESOLUTION OF THE GOVERNING BOARD OF ACALANES UNION HIGH SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1991 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF COUNTY OF CONTRA COSTA TO ISSUE SAID NOTES" (the "District Resolution" ) attached hereto as Exhibit A, which District Resolution requests the borrowing of not exceeding Three Million Dollars ($3 , 000, 000) at an interest rate not exceeding eight percent (8%) per annum through the issuance by the County Board of 1991 Tax and Revenue Anticipation Notes (the "Notes" ) in the name of the District; and 1 3036009/2 a WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1991-1992 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 1991-1992 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 1991-1992 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 a date to be designated; and shall be in the form and executed in the manner prescribed in this Resolution all as permitted and 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 $3 , 000, 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1991-1992 , 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 2 3036009/2 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 $3 , 000, 000 principal amount of notes under Sections 53850 et sec . of the Act, designated "Acalanes Union High School District, County of Contra Costa, State of California, 1991 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) 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 the Treasurer-Tax Collector of the County (the "Treasurer") which is hereby designated to be the paying agent on the Notes (in such capacity, 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 B 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 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 respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the facsimile signature of the 3 3036009/2 Chairperson of the County Board (the "County Chairperson" ) , said certificate to be in substantially the following form: 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 Signaturel Chairperson, 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 registration of 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 registration of transfer to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent with respect to such registration of transfer . The Paying Agent may treat the registered owner of any Note as the absolute owner thereof for all purposes whatsoever in accordance with this resolution, and the Paying Agent shall not be affected by any notice to the contrary. Subject to the provisions of Section 4 hereof, Notes may be exchanged at the office of the Paying Agent in Martinez, California for a like aggregate principal amount of Notes in other authorized denominations . The Paying Agent shall require the payment by the Note owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The District . may require the owner requesting such exchange to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent or the District with respect to such exchange. 4 3036009/2 EXHIBIT B ACALANES UNION HIGH SCHOOL DISTRICT COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1991 TAX AND REVENUE ANTICIPATION NOTE Registered No . $ Registered Owner : FOR VALUE RECEIVED, Acalanes Union High School District (the "District" ) , County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay the Registered Owner hereof, at the principal office of the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on 1992 , together with interest thereon at the rate of PERCENT ( %) per annum in like lawful money of the United States of America from the date hereof until payment in full of said principal sum. Both the principal of and interest on this Note shall be payable only upon surrender of this Note as the same shall fall due; provided, however, no interest shall be payable for any period after maturity during which the 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 duly passed and adopted on , 1991 and a Resolution of the Board of Education of the District duly passed and adopted on , 1991 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 B-1 rate including premium offered in the proposals for such issue of Notes . No bid for .less than par and accrued interest (which interest will be computed on a 360-day year basis) will be accepted. In the event two or more bids setting forth identical interest rates and premium per dollar principal amount, if any, the Board reserves the right to exercise its own discretion and judgment in making the award and may award the Notes on a pro rata basis in such denominations as the Board shall determine. RIGHT OF REJECTION: The Board reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: The County of Contra Costa Treasurer-Tax Collector will take action awarding each issue of Notes or rejecting all bids for each issue of Notes not later than 26 hours after the expiration of the time herein prescribed for the receipt of proposals unless such time of award is waived by the successful bidder . DELIVERY AND PAYMENT: It is estimated that delivery of the Notes will be made to the successful bidder at the office at Brown & Wood, 555 California Street, San Francisco, California 94104, on July 2, 1991 or in New York City at the option of the successful bidder . Payment of the purchase price ( less the amount of the bid check mentioned below) must be made in the funds immediately available to the Treasurer-Tax Collector of the County of Contra Costa. The cost of registering the Notes in the name of Cede & Co . , as nominee of DTC will be borne by the respective Districts . RIGHT OF CANCELLATION: The successful bidder will have the right at its option to terminate its obligation to purchase Notes if the Board fails to execute such Notes on behalf of the District and tender the same for delivery within 30 days from the date of sale thereof, and in such event, the successful bidder will be entitled to the return of the deposit accompanying its bid. FORM OF BID: Bids for each issue of Notes must be for all. of the Notes of such issue, and must be for not less than the par value thereof . Each bid, together with the bidder ' s check, must be enclosed in a sealed envelope addressed to the Board of Supervisors of the County of Contra Costa at the office of Kelling, Northcross & Nobriga, Inc . , 595 Market Street , Suite 1350 , San Francisco, California 94105 , not later than 10: 00 A.M. on said date of sale, and endorsed "Proposal for [Acalanes Union High] , [Antioch Unified] , [Martinez Unified] , or [Pittsburg Unified] School District 1991 Tax and Revenue C-4 Anticipation Notes . " Each bid must be in accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, proposal forms provided by the Board. ESTIMATE OF NET INTEREST COST: Bidders are requested (but not required) to supply an estimate of the total net interest cost to the District on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the Board. CUSIP NUMBERS: CUSIP numbers will be applied for and will be printed on the Notes and the cost of service bureau assignment will be purchaser ' s responsibility. - Any delay, error or omission with respect thereto will not constitute cause for the purchaser to refuse to accept delivery of and pay for the Notes . BID CHECK: A certified or cashier ' s check drawn on a responsible bank or trust company in the amount of one percent (A) of the principal amount of the issue of Notes bid upon, payable to the order of the Treasurer-Tax Collector of the County of Contra Costa, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal shall be applied to the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Board, it shall be cashed and the proceeds retained by the Treasurer-Tax Collector of the County of Contra Costa . The check accompanying each unaccepted proposal will be returned promptly. A separate bid check is required for each issue of Notes bid upon. CHANGE IN TAX EXEMPT STATUS: At any time before the Notes are tendered for delivery, any successful bidder may disaffirm and withdraw its proposal if the interest received by private holders form notes of the same type and character shall be determined to be includable in gross income under present federal income tax laws, either by a ruling of the Internal , Revenue Service or by a decision of any federal court, or shall be determined to be includable in gross income by the terms of any federal income tax law enacted subsequent to the date of this notice. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the delivery Qf the Notes by the Board, to certify to the Board and the District in writing the price at which a substantial amount of the Notes were sold to the public, in the form and substance satisfactory to the Board, the District and Bond Counsel . C-5 CLOSING PAPERS; LEGAL OPINION: Each proposal will be conditioned upon the respective District furnishing to each successful bidder, without charge, concurrently with payment for delivery of each issue of Notes, the following closing papers, each dated the date of such delivery: (a) The opinion of Brown & Wood, San Francisco, California, Bond Counsel, approving the validity of the Notes and stating that under existing statutes, regulations and court decisions, interest on the Notes is exempt from all present State of California personal income taxes and, assuming compliance with certain covenants and requirements, is excludable from gross income for federal income tax purposes (although such interest may be subject to the corporate, alternative minimum and environmental taxes) , a copy of which opinion (certified by the official in whose office the original is filed) will be printed on each Note without cost to the purchaser; (b) A certificate of the District that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage bonds; (c) A certificate of the County of Contra Costa County Counsel that there is no litigation threatened or pending affecting the validity of the Notes; (d) A certificate of an appropriate District official, acting on behalf of the District solely in his official, and not in his personal capacity, that at the time of the sale of the Notes and at all times subsequent thereto up to and including the time of the delivery of the Notes to the initial purchasers thereof the Official Statement of the District pertaining to said Notes did not, and does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement therein, in light of the circumstances under which they were made, not misleading; (e) The signature certificate of the officials of the County of Contra Costa, showing that they have signed the Notes and impressed the seal of the Board thereon, and that they were respectively duly authorized to execute the same; and (f) The receipt of the Treasurer-Tax Collector of the County of Contra Costa that the purchase price of the Notes, including interest accrued to the date of delivery thereof has been received by him. C-6 INFORMATION AVAILABLE: Requests for information concerning the District should be addressed to : Alfred P. Lomeli Treasurer-Tax Collector Contra Costa County 625 Court Street Martinez, California 94533 (415) 646-4080 Jon B. Armstrong Kelling, Northcross & Nobriga, Inc. 5776 Stoneridge Mall Road, Suite 380 Pleasanton, California 94588 (415) 734-0755 The Preliminary Official Statement, together with any supplements thereto, shall be in form "deemed final" by the District for purposes of SEC Rule 15c2-12 , but is subject to revision, amendment and completion in a final official statement . Up to 50 copies for each $1 million of Notes purchased of the Official Statement will be furnished without cost, and any additional copies will be furnished at the expense of the bidder . The successful bidder or bidders shall be responsible for the payment of any fees required to be paid to the California Debt Advisory Commission and to the Depository Trust Company in connection with the Notes . Dated: 1991 TREASURER-TAX COLLECTOR OF THE COUNTY OF CONTRA COSTA C-7