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HomeMy WebLinkAbout98-142RESOLUTION NO. 9f3-142 RESOLUTION OF THE BOARD OF SUPERVISORS OF BUTTE COUNTY AUTHORIZING THE ISSUANCE OF 1998-99 TAX AND REVENUE ANTICIPATION NOTES FOR BUTTE COUNTY OFFICE OF EDUCATION WHEREAS, pursuant to Sections 53850, et se ., of the Government Code 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 for any purpose which the office is authorized to expend moneys, including, but not limited to, current expenses, capital expenditures, and the dischazge 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 possible following the receipt of a resolution of the Boazd of Education of the office requesting the borrowing; and WHEREAS, the County Superintendent (the "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 Boazd authorize the 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-five Million Dollars ($25,000,000) at an interest rate not to exceed eight percent (8%); NOW, THEREFORE, the Board of Supervisors of Butte County hereby resolves as follows: Section 1. Findings. All of the above recitals are true and correct and the County Board so finds and determines. Section 2. Authorization of Issuance of Notes; Terms Thereof; Paying Agent. The County Board hereby approves the request of the Office Board to issue notes on its behalf in an amount not to exceed $25,000,000 principal amount of Notes under Section 53850, et sea., of the Act, designated `Butte County Office of Education, Butte County, State of California, 1998-99 Tax and Revenue Anticipation Notes" (the "Notes"}; to be numbered from 1 consecutively 2upwazd in order of issuance; to be in the denominations of $5,000, or integral multiples thereof, to be dated the date of delivery thereof; to mature (without option of prior redemption) on such date as shall be determined by the Superintendent (or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity (if the maturity of the Notes is determined to be one year or earlier from the date of issuance) or payable twelve months from the date of issue and at maturity (if the maturity of the Notes is determined to be more than one year from the date of issuance), and computed on a 30-day month1360-day year basis. Subject to Section 3 hereof, both the principal of an interest on the 530026.2 ,.,~ Notes shall be payable at the office of the Butte County TreasurerlTax Collector (the "County Treasurer"), Oroville, California, which is hereby designated as the paying agent (the "Paying Agent"). Section 3. Form of Notes. The Notes shall be issued in registered form, without coupons signed by facsimile or manual signature of the County Treasurer or designee, 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 issued in fully registered form, and at the closing, there shall be one Note 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 following farm: 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 & Girazd, and was dated as of the date of delivery of and payment for said Notes. Manual or Facsimile Si nature Clerk of the Board of Supervisors Section 4. Transfer and Exchange 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 far 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 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 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 Paying Agent may require the owner requesting such exchange to 2 530026.2 pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent or 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 depositary designated pursuant to clause (ii) of this Section 5 (a "substitute depository"); provided, that any successor of Cede & Ca., as nominee of The Depositary 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 (1) 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 Office 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 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 depository, or (2) a determination by the Office to remove the Depository Trust Company or its successor {or any substitute depository 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 5, upon receipt of the outstanding Notes by the Paying Agent, together 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 (1) 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; provided that the Paying Agent shall not be required to deliver such new Notes within a period less than sixty (b0) 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 3 s3oazb.a 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 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 (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 Office and 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 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 (the "Proceeds Funds") 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 investment securities by the County Treasurer directly, or through an investment agreement, in investments as permitted by applicable California law, and meeting Standazd and Paor's Ratings Services criteria for investments, or other investments approved by Standard and Poor's Rating Services including, but not limited to, investment in the Local Agency Investment Fund maintained by the Treasurer of the State of California. 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, sa long as any of the Notes aze 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 or fails to pay or cause such rebate or such penalties to be paid. Section 7. Pavment 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 1998-99 and which are available therefor. The Notes shall be a general obligation of the Office, 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 Office lawfully available therefor, as provided herein and by law. 4 530026.2 (B) Pledged Revenues. The Notes shall be secured by a pledge of and first lien and charge against the first unrestricted revenues to be received by the County an behalf of the Office in such months and in such amounts as shall be determined by the Butte County Superintendent of Schools (the "Superintendent"), or the Superintendent's designee, prior to the date of the sale of the Notes, sufficient to pay the principal of and interest on the Notes at maturity (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 Office as provided in Section 53856 of the Act, which are intended as receipts for the general fund of the Office and which are generally available for the payment of current expenses and other obligations of the Office, all as further defined in the Office Resolution. (C) Covenant Regarding Additional Short-Term Borrowing. The Office has covenanted and warranted that it will not request the County TreasurerJTax 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 1998-99 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 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 ether sources. Any moneys placed in the Repayment Fund shall be far 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 in 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 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 Office upon the request of the Office. 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 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. Investments must meet Standard & Poor's Rating Services criteria for investments, or other investments approved by Standard and Poor's Rating Services including, 5 s3oo26.2 but not limited to, investment in the Local Agency Investment Fund maintained by the Treasurer of the State of California. 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 for 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 County Treasurer to sign the Notes manually or by facsimile signature, the Clerk of the County Board (the "Clerk") to countersign the Notes manually or by facsimile signature (provided at least one of the signatures is manual); 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 maybe appropriate. 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 $25,000,000 of notes at an interest rate of not more than 8%. 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, with the prior concurrence of the Superintendent of the Office or the Superintendent's designee, is authorized to award the sale to said bidder. Section 10. Paying 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 are prescribed in this Resolution. Section 11. Delivery 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. The County Treasurer and other appropriate officers 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 the execution of the Notes, and (b) a receipt in similar farm evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes have been paid and has been received on the behalf of the Office. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in 6 530026.2 subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any Certificate or receipt with respect to the Notes. Such officers and any other officers of the Office or of the County are hereby authorized to execute any and ail other documents required to consummate the sale and delivery of the Notes. PASSED AND ADOPTED by the Board of Supervisors of Butte County this 22nd day of sentember , 1998, by the following vote: AYES: Supervisors Beeler, Dolan, Hoax, Josiassen, and Chair Davis NOES: None ABSENT: None Attest: 'j '' ,~; ~.;. ,~'~f _-__ L r' .s- t ... --~.. .r .. z j- Fred Davis, Chairman of the Board of Supervisors, County of Butte, California John Biacklock, Clerk of the Board of Supervisors, Cgti~ty of Butte, California ,1, 7 530026.3 EXHIBIT A Board of Supervisors of Butte County, California in the Name of the BUTTE COUNTY OFFICE OF EDUCATION (Butte County, California) 1998-99 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: 1999 , 1998 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The BUTTE COUNTY OFFICE OF EDUCATION, Butte County, State of California (the "Office"}, 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 1999, and 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 ($ ), all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors (the "Board") of Butte County (the "County") duly passed and adopted on , 1998 (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 Office, 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 Office for Repayment Fund of the Office (as defined in the Resolution) far the Fiscal Year 1998-99. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the Office, 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 Office in 199_, (b) in an amount equal to percent ~%) of the principal amount of the Notes to be received by the County of behalf of the Office in , 199 and (c) in an amount equal to percent ~%) of the principal amount of the Notes to be received by the County on behalf of the Office, plus all interest due on the Notes at maturity to be received by the County on behalf of the Office in 199_ (such pledged amounts being hereinafter called 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 sa paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the Office lawfully available therefor. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts far the general fund of the Office and which are generally available for the payment of current expenses and other obligations of the Office. 530026.2 The Notes are issuabte as fully registered notes, without coupons, in denominations of $5,000 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. [THE NOTES HAVE BEEN DESIGNATED BY THE OFFICE AS "QUALIFIED TAX- EXEMPT OBLIGATIONS" WITHIN THE MEANING OF SECTION 265(b}(3) OF THE INTERNAL REVENUE CODE OF 1986.] Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent far registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the Board of Supervisors of Butte County, California has caused this Note to be issued in the name of the Office and to be executed by the manual or facsimile signature of the Treasurer and countersigned by the manual or facsimile signature of the Clerk of the Board, all as of the Issue Date stated above. COUNTY OF BUTTE By: Treasurer [SEAL] Countersigned: Clerk of the Boazd 9 530026.2 ASSIGIYMEIYT For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within registered Note and hereby irrevocably constitute(s) and appoints attorney, to transfer the same on the Note register of the Treasurer with full power of substitution in the premises. Dated: Signature: Note: The signatures} on this Assignment must correspond with the name(s) as written on the . face of the within Note in every particular without , alternation or enlargement or any change whatsoever. Signature Guaranteed: Note: Signature(s) must be guaranteed by a qualified guarantor. 10 s3oozb.z CLERK'S CERTIFICATE I, John Blacklock, Clerk of the Board of Supervisors of Butte County, California, hereby certify as follows: The foregoing is a full, true, and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly and legally held at the regular meeting place thereof on September 22 , 1998, of which meeting all of the members of the Baard of Supervisors of said County had due notice and at which a quorum was present. I have carefully compared the same with the original minutes of said meeting on file and of record, and the foregoing is a full, true, and correct copy of the original resolution adopted at said meeting and entered in said resolution. Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 23z 1998 ,~' L'w , ~ ..~-,~- ~ John Blac lack, Clerk of the Board of Supervisors of Butte County [Sear t~. ~~' dti s k-,4:, , Y~~.;~r . ~W~ 530026.2