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HomeMy WebLinkAboutRESOLUTIONS - 06071994 - 94-308 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. -413 o 8 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CONTRA COSTA PROVIDING FOR THE ISSUANCE OF CONTRA COSTA COMMUNITY COLLEGE DISTRICT, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA 1994 TAX AND REVENUE ANTICIPATION NOTES IN A PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000 WHEREAS,pursuant to Sections 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 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 Board of Education of County of Contra Costa(the "County")has jurisdiction over Contra Costa Community College District(the "District"), and this Board of Supervisors of the County(the "County Board") has received a resolution of the Governing Board of the District(the "District Board"), being the governing board of the District,dated April 27, 1994, entitled "RESOLUTION OF THE GOVERNING BOARD OF CONTRA COSTA COMMUNITY COLLEGE DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,000,000 1994 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA TO ISSUE SAID NOTES" (the "District Resolution"), attached hereto as Exhibit C, which District Resolution requests the borrowing of not to exceed Ten Million Dollars ($10,000,000) at an interest rate not to exceed twelve percent (12%) through the issuance by the County Board of 1994 Tax and Revenue Anticipation Notes(the "Notes")in the name of the District; and WHEREAS, such Notes are payable not more than twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1994-1995 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 1994-1995 in which issued; and WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes, income, revenue, cash receipts or other moneys deposited in inactive or term deposits (but excepting certain moneys encumbered for a special purpose unless an equivalent amount of the proceeds from said Notes 10320\00163\13499.2 1 • • is set aside for and used for said special purpose); and the District Resolution specifies that certain unrestricted revenues that will be received by the District for the General Fund of the District during or allocable to fiscal year 1994-1995 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 BankAmeri TRANT' Program,Placement Agreement (the "Placement Agreement")therefor, as permitted by Section 53853 of the Act; and shall be in the form and executed in the manner prescribed herein, as required by Section 53853 of the Act; and WHEREAS, the District Board has-found and determined that said $10,000,000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1994-1995, when added to the interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue (including but not limited to revenue from state and federal governments), cash receipts and other moneys of the District which will be available for the payment of the Notes and interest thereon, as required by Section 53858 of the Act; and WHEREAS, the Notes will not be outstanding after a period ending twelve months after the date on which such Notes are issued and will not be issued in an amount greater than the maximum anticipated cash flow deficit to be financed by the anticipated tax or other revenue sources for the period for which such taxes or other revenues are anticipated and during which such Notes are outstanding, all as provided in the Income Tax Regulations of the United States Treasury as promulgated in Section 148 of the Internal Revenue Code of 1986, as amended; and WHEREAS,pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986,as amended(the "Code"), under certain circumstances, certain obligations the interest on which is 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; 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 not issued obligations(other than those obligations described in paragraph 4 below) in calendar year 1994 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 1994 obligations (other than those obligations described in 10320\00163\13499.2 2 M 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 (4) notwithstanding paragraphs(2) and (3)above,the District and its subordinate entities may have issued in calendar year 1994 and may continue to issue during the remainder of calendar year 1994 private activity bonds other than qualified 501(c)(3) bonds as defined in Section 145 of the Code; and WHEREAS, the District Board has designated the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code; NOW, THEREFORE, THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA HEREBY RESOLVES AS FOLLOWS: Section 1. Authorization of Issuance of Notes, Terms Thereof. The County Board hereby determines to and shall issue in the name of the District, an amount not to exceed $10,000,000 principal amount of Notes under Sections 53850 et M. of the Act, designated "Contra Costa Community College District, County of Contra Costa, State of California, 1994 Tax and Revenue Anticipation Notes"; to be numbered from 1 consecutively upward in order of issuance (if more than note is issued); to be in the denominations of $5,000, or integral multiples thereof, as determined by the Purchaser (as hereinafter named); to be dated the date of delivery thereof, to mature (without option of prior redemption) not more than twelve (12) months such date of delivery; and to bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate or rates determined at the time of sale thereof, but not in excess of twelve percent per annum. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America at the principal office of the County Treasurer-Tax Collector(the "Treasurer") who is hereby designated to be the paying agent on the Notes. Section 2. Form of Notes. The Notes shall be issued in registered form and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes may be initially registered in the name of"Cede& Co." as nominee of The Depository Trust Company, and in such event shall be evidenced by one note in the full principal amount of the Notes. The Depository Trust Company, New York, New York is hereby appointed depository for the Notes (the "Depository"). Registered ownership may not thereafter be transferred except as set forth in Section 4 hereof. There shall be simultaneously delivered with each note, the legal opinion of Brown & Wood respecting the validity of the Notes and, immediately preceding such legal opinion, a certificate executed with the facsimile signature of the Chairman of the County Board (the "County Chairman"), said certificate to be in substantially the following form: I HEREBY CERTIFY that the following is a true and correct copy of the legal opinion regarding the Notes therein described that was manually signed by Brown & Wood and was dated as of the date of delivery of and payment for said Notes. [Facsimile Signaturel Chairman, Board of Supervisors 10320\00163\13499.2 3 Section 3. Transfer and Exchange of Notes. In the event the Notes are not registered in the name of"Cede& Co.",the registration of any note may, in accordance with its terms, be transferred, upon the registration books kept by the Paying Agent for such purpose, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such note for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Paying Agent. Whenever any note shall be surrendered for registration or transfer, the Paying Agent shall execute and deliver a new note, for a like aggregate principal amount. The Paying Agent shall require the note owner requesting such registration of transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The Paying Agent may require the owner requesting such registration Of transfer to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent with respect to such registration of transfer. The Paying Agent may treat the registered owner of any note as the absolute owner thereof for all purposes whatsoever in accordance with this resolution, and the Paying Agent shall not be affected by any notice to the contrary. Subject to the provisions of Section 4 hereof, Notes may be exchanged at the office of the Paying Agent in Martinez, California for a like aggregate principal amount of Notes in other authorized denominations. The Paying Agent shall require the payment by the note owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The District may require the owner requesting such exchange to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent with respect to such exchange. Section 4. Use of Denositorv. (1) If the Notes are initially registered as provided in Section 2 hereof, registered ownership of the Notes,or any portion thereof, may not thereafter be transferred except: (i) To any successor of Cede & Co., as nominee of The Depository. Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section 4 (a "substitute depository"); 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 (l) the resignation of The Depository Trust Company or its successor(or any substitute depository or its successor) from its functions as depository, or (2) a determination by the District to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the County to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. 10320\00163\13099.2 4 (2) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (1) of this Section 4, upon receipt of the outstanding Notes by the Paying Agent, together with a request of the District to the Paying Agent, a new note shall be executed and delivered in the aggregate principal amount of the Notes registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such request of the District. In the case of any transfer pursuant to clause (iii) of subsection (1) of this Section 4, upon receipt of the outstanding Notes by the Paying Agent together with a request of the District to the Paying Agent, new Notes shall be executed and delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such persons as are requested in such a request of the District; provided, the Paying Agent shall not be required to deliver such new Notes within a period less than sixty (60) days from the date of receipt of such a request of the District. Thereafter, Notes shall be transferred pursuant to Section 3 hereof. (3) The Paying Agent shall be entitled to treat the person in whose name any note (s registered as the owner thereof for all purposes of this resolution and any applicable laws, notwithstanding any notice to the contrary received by the Paying Agent or the District; and the Paying Agent shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Notes and neither the District nor the Paying Agent will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party, including The Depository Trust Company or its successor (or substitute depository or its successor), except for the Owner of any Notes. (4) So long as the outstanding Notes are registered in the name of Cede & Co. or its registered assigns,the Paying Agent shall cooperate with Cede & Co., as sole registered Owner, or its registered assigns in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. Section 5. Deposit of Note Proceeds. Proceeds from the sale of the Notes shall be deposited in the General Fund of the District. Section 6. Payment of Notes. (A) Source of Payment. The principal amount of the Notes,together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the District during fiscal year 1994-1995 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 forty percent (40%) of the principal amount of the Notes from the unrestricted revenues received by the District for the month ending January 31, 1995; an amount equal to sixty percent (60%) of the principal amount of the Notes from the unrestricted revenues received by the District plus an amount sufficient to pay interest on the Notes and any deficiency in the amounts required to be deposited during any prior month, from unrestricted revenues received by the District in the month ending April 30, 1995 (such pledged amounts being hereinafter called the "Pledged Revenues"). The term "unrestricted revenues" shall mean taxes, 10320\001631134W2 5 income, revenue, cash receipts, and other money of the District as provided in Section 53856 of the Act, which are intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. The principal of the Notes and the interest thereon shall be a first lien and charge against and shall be payable from the first moneys received by the District from such Pledged Revenues as provided by law. In the event that there are insufficient unrestricted revenues received by the District to permit the deposit into the Repayment Fund, as hereinafter defined, of the full amount of Pledged Revenues to be deposited from unrestricted revenues in any month, then the amount of such deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and the interest thereon. (C) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be held, by the Treasurer in a special fund designated as the "Contra Costa Community College District, County of Contra Costa, State of California, 1994 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 have a maturity date later than the maturity date of the Notes. Section 7. Execution of Notes. The Treasurer and the County Chairman is hereby authorized to sign the Notes manually or by facsimile signature and a Clerk of the County Board(the "Clerk")is hereby authorized to countersign the Notes manually or by facsimile signature (provided that at least one of the foregoing shall sign manually), and said Clerk is hereby authorized to affix the seal of the County thereto by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 8. Approval of the Placement Agreement. The Notes are hereby authorized to be sold to Bank of America NT&SA (the "Purchaser") pursuant to the terms of the Placement Agreement for the Notes, substantially in the form attached hereto as Exhibit B, which Placement Agreement is hereby approved. The Treasurer, or designated deputy thereof, or the County Chairman is hereby authorized to execute and deliver the Placement Agreement, and the Superintendent or the Deputy Superintendent, respectively, of the District, are each hereby authorized and requested to acknowledge such Placement 10320\00163\13499.2 6 ' l Agreement, if requested, but with such changes therein, deletions therefrom and modifications thereto as the Treasurer, or designated deputy thereof, or the County Chairman may approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the maximum interest rate on the Notes shall not exceed twelve percent (12%) per annum. The Treasurer, an authorized deputy thereof, or the County Chairman is further authorized to determine the maximum principal amount of Notes to be specified in the Placement Agreement for sale by the County Board, up to$10,000,000 and to enter into and execute the Placement Agreement with the Purchaser, if the conditions set forth in this Resolution are satisfied. Section 9. Delivery of Notes. The proper officers of the County Board are hereby authorized and directed to deliver the Notes to the Purchaser in accordance with the Placement Agreement. All actions . heretofore taken by the officers and agents of the County Board with respect to the sale and issuance of the Notes are hereby approved, confirmed and ratified, and the officers of the County Board are hereby authorized and directed, for and in the name and on behalf of the County Board, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents, including but not limited to those described in the Placement Agreement, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this Resolution and resolutions heretofore adopted by the County and District Boards. Section 10. Further Actions Authorized. It is hereby covenanted that the County, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the secured property taxes pledged under the District Resolution in accordance with the law and for carrying out the provisions of the District Resolution and of this Resolution. Section 11. Designation as Qualified Tax-Exempt Obligation. As provided in the District Resolution, the Notes have been designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. Section 12. Action Re Oualified Tax-Exempt Obligation. Appropriate officials of the County 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. Section 13. Recitals. All the recitals in this Resolution above are true and correct and this County Board so finds, determines and represents. 10320\00163\13499.2 7 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 7th day of June, 1994, by the following vote: AYES: Supervisors Smith, DeSaulnier, Torlakson and Bishop NOES: None ABSTENTIONS: None ABSENT: Supervisor Powers COUNTY OF CONTRA COSTA h By Chairman, Board of Supervisors Attest: June 7, 1994 Phil Batchelor, County Administrator and Clerk of the Board of Supervisors /) gQ� Dep Cle , Bodrd of Supervisors CoutK Counsel 10320\00163\13499.2 g