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HomeMy WebLinkAbout94-116RESOLUTION NO. 94-1I6 RESOLUTION OF THE BOARD OF SUPERVISORS OF~BUTTE COUNTY AUTHORIZING THE hSSUANCE - ' OF 1994-95 TAX AND REVENUE ANTICIPATION NOTES ' FOR BUTTE COUNTY OFFICE OF EDUCATION WHEREAS, pursuant to Sections 53850, et secr., of the Government Cade of the State of California (the "Act") contained in Article 7.6 thereof, entitled "Temporary Borrowing," school districts and county offices of education organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes far any purpose which the office is authorized to expend moneys, including, but not limited to, current expenses, capital expenditures, and the discharge of any obligation or indebtedness, and WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the office by the Board of Supervisors of the County (the "County Board"), the County Superintendent of which has jurisdiction over the office, as soon as passible following the receipt of a resolution of the Board of Education of the affice requesting the borrowing; and WHEREAS, the County Superintendent of Butte County {the "County") has jurisdiction over the Butte County Office of Education (the "Office"); and WHEREAS, the Board of Education of the Office (the "Office Board"} has requested that the County Board authorize the - ~-' D159956.1 issuance of and offer for sale tax and revenue anticipation notes in the name of and on behalf of the Office under and pursuant to the provisions of the Act in an amount not to exceed Twenty-One Million Dollars ($21,000,000) at an interest rate not to exceed 60; NOW, THEREFORE, the Board of Supervisors of Butte County hereby resolves as follows: Section 1. FindinQS. All of the above recitals are true and correct and the County Board so finds and determines. Section 2. Authorization of Issuance of Note; Terms Thereof; Paying Agent. The County Board hereby app~aves the request of the Office Board to issue notes on its behalf in an amount not to exceed $21,000,000 principal amount of Notes under Section 53850, et seQ., of the Act, designated "Butte County Office of Education, Butte County, State of California, 1994-95 Tax and Revenue Anticipation Notes" {the "Notes"}; to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5,004, or integral multiples thereof, to be dated the date of delivery thereof; to mature {without option of prior redemption) twelve months after said date of delivery, or if such date is not a day on which banks in New York or California are open. for business, on the last business day preceding 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 six percent (6%} per annum. Subject to Section 3 hereof, both the principal of and - 2 - D359956.1 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 Butte County Treasurer/Tax Collector, Oroville, California, which is hereby designated by this $oard as the paying agent for the Notes (the"Paying Agent"). Section 3. Form of Notes. The Notes shall be issued in 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 ~e issued in fully registered form, and at the closing, there shall be one Nate registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York {~~DTC"). DTC is hereby appointed depository for the Notes. There shall be printed on each Note the legal opinion of Kronick, Moskovitz, Tiedemann & Girard respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the manual or facsimile signature of the Clerk of the County Board, said certificate to be in substantially the fallowing 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 Kronick, Moskovitz, Tiedemann & Girard, and was dated as of the date of delivery of and payment for said Notes. Manual or Facsimile Signature Clerk of the Board of Supervisors 3 - D159956.1 Section 4. Transfer and Exchan e of Notes. Subject to the provisions of Section 5 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 attorneys, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer, fully executed in a farm 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. - ~ - Dt59956_I Subject to the provisions of Section 4 hereof, Notes may be exchanged at the Office of the Paying Agent in Oroville, 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 Office 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 ox the Office with respect to such exchange. Section 5. Use of Depository. (1} The Notes shall be initially registered as provided in Section 3 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; - 5 - D[59956.1 (ii) To any substitute depository not objected to by the Paying Agent, upon (1) the resignation of The Depository Trust company or its successor {or any substitute depository or its successor) from its functions as depositary, or {2} a determination by the Office to substitute another depository far The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depositary or its successor) is not longer able to carry out its function 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 depositary, or (2) a determination by the Office to remove the Depository Trust Company or its successor (or any substitute depositary or its successor) from its functions as depository. (2) In the case of any transfer pursuant to clause (i} or clause (ii) of subsection (1) of this Section 4, upon receipt of the outstanding Notes by the Paying Agent, together 6 - D159956.1 with a request of the Office 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 Office. In the case of any transfer pursuant to clause {iii) of subsection {].) of this subparagraph (d), upon receipt of the outstanding Notes by the Paying Agent together with a request of the Office 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 Office; rop vi-.ded that the Paying Agent shall not be required to deliver such new Notes within a period less than sixty (6Q) days from the date of receipt of such a request of the Office. Thereafter, Notes shall be transferred pursuant to Section 3 hereof . {3) The Office and the Paying Agent shall be entitled to treat the person in whose name any Note is registered as the owner thereof for all purposes of this resolution and any applicable laws, notwithstanding any notice to the contrary received by the Paying Agent or the Office; and the Office 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 - 7 - DI59956.1 the Office 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 (ar 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 Office an,d 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 orz the Notes by arranging for payment in such manner that funds far such payments are properly identified and are made immediately available on the date they are due. Section 6. Deposit of Note Proceeds; No Arbitrage. The moneys so borrowed shall be initially deposited in the Treasury of the County in a proceeds fund to the credit of the Office and subsequently credited upon delivery of the District Notes to the respective general funds of the districts in the amount of the respective loans requested from the Office by certain school districts within the County. Until used or expended, the moneys may be invested in investments as permitted by applicable California law. The Office has covenanted that it will make no use of the proceeds of the Notes that would cause the Notes to be "arbitrage bonds" under Section 148 of the Code; and, to that end, so long as any of - a - D159956.1 the Notes are outstanding, the Office, and all of its officers having custody or control of such proceeds, shall comply with all requirements of (a) said section, including restrictions on the use and investment of proceeds of the Notes and the rebate of a portion of investment earnings on certain amounts, including proceeds of the Notes, if required, to the Federal government, and (b} of the Income Tax Regulations of the United States Treasury promulgated thereunder or any predecessor provisions, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds." To the extent that monies invested or held by the County are subject to arbitrage rebate, neither the County or any officer or employee of the County shall assume hereunder or under the provisions of any rebate certificate any duty or obligation to make the actual calculations of arbitrage rebate liability of the Office, or to pay any such rebate or any penalties in regard thereto if the Office miscalculates ar fails to pay or cause such rebate or such penalties to be paid. Section 7. 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 Office during fiscal year 1.994-1995 - 9 - D159956.1 and which are available therefor. The Notes shall be a general obligation of the Office, and, to the extent the Notes are nat paid from the Pledged Revenues defined below, the Notes shall be paid with interest thereon from any other moneys of the Office lawfully available therefor, as provided herein and by law. (B} Pledged Revenues. As security for the payment of the principal of and iza.terest on the Notes, the Office has pledged an amount equal to twenty-five percent (25 0 } of the principal amount of the Notes from the unrestricted revenues received by the Office zn the month ending March 31., 1995, an amount equal to fifty percent ( 50 a ) of the principal amount of the Notes from the unrestricted revenues received by the Office in the month ending April 30, 1995 and an amount equal to twenty-five percent (250} of the principal amount of the Notes, plus an amount sufficient to pay interest on the Notes, from unrestricted revenues received by the Office in the month ending June 30, 1995 (such pledged amounts being hereinafter called the "Pledged Revenues"}. The foregoing dates shall constitute the "deposit dates" referred to in Section 5 (B) of each District resolution authorizing the issuance of the District Notes. The term "unrestricted revenues" shall mean taxes, income, revenue, cash receipts, and other money of the Office as provided in Section 53856 of the Act, which are intended as receipts for the general fund of the Office and - ~~ - D159956.1 which are generally available for the payment of current expenses anal other obligations of the Office, all as further defined in the Office Resolution. . The principal of the Notes and the interest thereon shall be a first lien and charge against and shall be payable franc the first moneys received by the Office from such Pledged Revenues, as provided by law. In the event that there are insufficient unrestricted revenues received by the Office 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 a month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the Office lawfully available for the repayment of the Notes and the interest thereon.. (C} Covenant Regarding Additional„„short-Term Borrowing,. The Office has covenanted and warranted that it will not request the County Treasurer/Tax Collector (in such capacity, the "County Treasurer") to make temporary transfers of funds in the custody of the County Treasurer to meet any obligations of the Office during the 1994-1995 fiscal year pursuant to the authority of Article XVI, Section 6, of the Constitution of the State of California or any other legal authority. (D) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be deposited in the County Treasury in - 11- n~s99se.~ the appropriate account in a special fund designated as the "Butte County Office of Education Tax and Revenue Anticipation Notes Repayment Fund" {herein called the "Repayment Fund") and applied as directed in this Resolution. Separate accounts shall be established within the Repayment Fund for the deposit of {i) unrestricted revenues received by the Office as payments with respect to each loan made from the proceeds of the Notes to a school district and {ii) unrestricted revenues from other sources. Any moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. {E) Disbursement and .Investment of Moneys ,i,n Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund to be held, invested and accounted for as provided herein. After such date as the amount of Pledged Reven.izes 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 Office upon the request of the Office. On the maturity -12 - p~s99se.~ 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 shall be invested. in investment securities by the County .Treasurer, or such other appropriate investment officer of the County, directly, or through an investment agreement, in investments 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, and the proceeds of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Moneys so invested, and the earnings thereon, shall be accounted for as Pledged Revenues, to be withdrawn solely for deposit in the Repayment Fund and used, to the extent necessary, to pay the principal of and interest on the Notes. Sufficient money far the payment of principal and interest for the maturing Notes must be placed into the Repayment Fund in the County Treasury at least one business day prior to the maturity of the Notes. Section 8. Execution of Notes. The County Board hereby directs the Clerk of the County Board (the "Clerk") to countersign the Notes manually or by facsimile signature; the Clerk to affix the seal of the County thereto or a facsimile of the seal thereto; and said officers to cause the blank spaces thereof to be filled in as may be appropriate. a,.~ - D159956.1 Section 9. Sale of the Notes. The Notes will be sold either at a private sale to an underwriter or underwriters upon terms and conditions as are acceptable to the Office and consistent herewith or by competitive bid and awarded as set forth in an Official Notice of Sale which the Financial Advisor and the Superintendent of the Office, or his or her designee, are hereby authorized to prepare consistent with this Resolution. The County Treasurer, or his or her designee, is hereby authorized to decide between competitive or private sale in conjunction with advice from the financial advisor. If the sale is negotiated, the County Treasurer, or his or her designee, is authorized to negotiate the sale of no more than $21,DD0,000 of notes at an interest gate of not more than 6%. If the sale is by competitive bid, the Superintendent of the Office, or his or her designee, is hereby directed to execute, and the Clerk of the Office is directed to publish, the Official Notice of Sale. The County Treasurer, or his or her designee, is hereby authorized and directed to open the bids at the time and place specified in the Official Notice of Sale. The County Treasurer, or his or her designee, 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 -14 - ~1s9sss.i to which bidder has bid the lowest true interest cast, 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, and to notify this Board of the foregoing.. Section 10. Pa in A ent. The County Treasurer is hereby appointed to act as the bond registrar and the Paying Agent of the Office for the purpose of receiving the payments of principal and interest made by the Office on the Notes at maturity, to hold, allocate, use, and apply said payments and to perform such other duties and powers of the Paying Agent as S are prescribed in this Resolution. Section ].1. Authorization of Preliminary Official Statement and Official Statement. The financial advisor to the Office is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be issued in connection with the offering and sale of the Notes. The Superintendent of the Office, or his or her designee, is hereby authorized and requested to execute and deliver the Official Statement. Section 12. Deliver of Notes. The proper officers of the County shall cause the Notes to be delivered to the successful bidder when the County Treasurer has received confirmation of receipt of the proceeds. Section 13. Further Actions Authorized. It is hereby covenanted that the County, and its appropriate officials, - J, rj - ui59956.1 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 takes pledged under this Resolution in accordance with the law and for carrying out the provisions of this Resolution_ PASSED AND ADOPTED by the Board of Supervisors of Butte County this 11th day of October, 1.994, by the following vote: AYES• Supervisors Meyer, Houx, Dolan, Thomas, and Chair McLaughlin NOES: ABSENT: C Chair, Board of Su rvisors, County of Butte Attest: Cl ,/~o~rd of Supervisors ou v of Butte - 1.6 ` D159956.1