HomeMy WebLinkAboutRESOLUTIONS - 01011992 - 1992-349 05-1 ,-92 OH&S DRAF 4,-; V . 3.
RESOLUTION OF THE BOARD of SUPERVISORS
OF THE COUNTY OF CONTRA COSTA
PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL
YEAR 1992-1993 AND THE ISSUANCE AND SALE OF
BOUNTY OF CONTRA COSTA, CALIFORNIA,
19921993 TAX AND REVENUE ANTICI TION 'NOTES THEREFOR
RESOLUTION NO. 92/ 349
WHEREAS, pursuant to Sections 53850 et seq. of the
Government Code of the State of California (the "Government
Code") , this Board of Supervisors (the "Board") has found and
determined that the sum of not to exceed One Hundred Fifty
Million Dol..lars. ($150,000,000) is needed for the requirements of
the County of Contra Costa (the "County") to satisfy obligations
payable from the General. Fund and that it is 'necessary that said
sum be 'borrowed for such purpose at this "time by the issuance of
temporary notes (the "Nates") therefor in anticipation of the.
receipt of taxes, revenue and other moneys to be received by the
County ''for the General Fund of the County allocable to Fiscal '
Year 1992-1393; and
WHEREAS, it appears, and the Board hereby finds and
determines, that said sum of One Hundred '.Fifty Million Dollars
($150.000,000) when added to the interest estimated to be
payable thereon, does not exceed eighty-five percent (85%) of 'the
estimated amount of the uncollected taxes, income, revenue, cash
receipts and other moneys of the County for the General. Fund of
the County attributable to Fiscal Year 1.992-1393 and available
for the payment of the principal of and interest on the Nates
and
WHEREAS, no money has heretofore been borrowed by the
County and the County does not contemplate such a financing
through the issuance of any temporary notes in anticipation of
the receipt of, or payable or secured by, taxes, income, revenue,
cash receipts or other moneys of the County received or accrued
during or allocable to Fiscal Year 1992-1593;= and
WHEREAS, pursuant to Section 53856 of the Government
Cade of the State of California (the "Government Code") , certain
revenues which will be received ;by the County for the General
Fund of the County and attributable to Fiscal Year 1.9921993 can
be pledged for the payment of the principal of and interest on
the Notes; and
WHEREAS, the County wishes to authorize the issuance of
said notes in two series, with an .initial issuance of a first
series of notes; (the "Notes of Series A") in the amount of not to
exceed $125,660,000 with authorization to issue and sell a second
series 'ot notes (the "Notes of Series B") in the amount of not to
RESOLUTION NO. 92/349
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exceed $25,000,000 in the event a second series can be sold on
the terms set forth herein; and
WHEREAS, the Notes of Series A shall be sold to the
lowest bidder pursuant to a competitive sale to be held on
June 9, 1992 or such later date as is established by the County
Administrator of the County in accordancewith the terms of a
Notice Inviting Bids for the Notes of Series A, and the Notes of
Series B shall be sold in such manner as shall hereinafter be
determined by this Board-;
NOW, THEREFORE, the Board of Supervisors of the County
of Contra Costa '`hereby finds, determines, declares and resolves
as followsr
Section 1.'° Recitals. All of the recitals herein set
forth are true and correct, and the Board so finds and
determines.
Section 2. Authorization .of Issuance. Solely for the
purpose of anticipating taxes, income', revenues, cash receipts
and other moneys to be received by the County for the General
Fund of the County allocable to Fiscal Year 1992--1993,` and not
pursuant to any common plan of financing, the County hereby
determines to and shall borrow the aggregate principal sum of not
to exceed one Hundred Fifty Million Dollars ($150,000,000) , by
the issuance oftemporary notes under Sections 5850 et seq. of
the Government Code, designated "'County of Contra Costa,
California, 1992-1993 Tax and Revenue' Anticipation' Notes," and
shall be issued as Notes of Series A in an amount not to exceed
$125,000,000 and Notes of Series "B in an amount not to exceed
$25,000,000. The Treasurer-Tax Collector of the County, upon
consultation with Orrick, Herrington & Sutcliffe ('Bond
Counsel") , is hereby authorized to determine the aggregate
principal sum of the Notes of each Series, which swum shall not in
the aggregate exceed one Hundred Fifty Million Dollars
($150,000,000) or such lesser amount upon which Band Counsel will
deliver an approving opinion as to the exclusion from gross
income for federal income tax purposes ofinterest on the Notes
of each ,series. The Notes shall be initially issued and
registered as provided in Section 9 hereof and otherwise shall be
in the denomination of $5,000 or 'any 'integral multiple thereof',
each series thereof shall be 'dated the date of issuance thereof
and shall, in the case of the Notes of Series 'A, be issued on or
before August 1, 1992 and shall, in the case of the Notes of
Series B, be issued on or before December 15, 1992, shall mature
(without option of prior redemption) on July 30, 1993, or such
other date not later than 13 months after the date of issuance of
such Series of Notes as shall be 'designated by the County
Administrator of the' County, ' and shall bear interest, payable at
maturity and computed on' the' basis of a 360-day year composed of
twelve 30-day months, at' the ;rates determined in accordance with
92/349
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this Resolution and, as to the Notes of Series A, as set forth in
the successful bid, as awarded by' the County Administrator of the
County, and, as to the Notes of Series B, as hereinafter
determined by this Board.' Both the principal of and interest on
the 'Notes shall be payable in lawful money of the united States
of America, only to the registered owners of the Notes upon
surrender thereof at the office of the Treasurer-Tax Collector of
the County (the "Paying Agent") upon the maturity thereof. No
interest shall be payable on any Vote for any period after
maturity during which the registered owner thereof fails to
properly present such Note for payment.
Section 3. Bale of Notes. (a) Sale of Notes 2f
s2r,ierg A. The form Of praposed Notice Inviting Bids for the
Notes of Series A, in substantially the farm presented to this
meeting '(a copy of which is on file with the Clerk of the Board') ,
is hereby approved and adopted as the Notice Inviting Bids for
the 'Notes of Series A, with such changes, additions and
corrections therein as the County Administrator of the County
shall require or approve. Prager, McCarthy & Lewis, one Maritime
Plaza, 11th Floor, San Francisco, California 94111 (the
"Financial Advisor") , is 'hereby authorized and directed to cause
to be mailed to prospective bidders for the Notes of Series A
copies of said Notice Inviting Bids, subject to such changes,
additions and completions as may be acceptable to the County
Administrator of`the County.
The Notice of Sale of the Notes ;of Series A, in
substantially the form presented to this meeting (a copy of which
is on file with the Clerk of the Board) , is hereby approved, with
such changes, additions and completions therein as' the'County
Administrator of the County shall require or approve. The °County
Administrator of the 'County is hereby authorized and directed to
cause said Notice of 'Sale to be published once, no later than 15
days before the Series A Sale Date (as hereinafter defined) , in
the Bond Buyer, a financial publication generally circulated
throughout the State of California.
Sealed proposals, shall be received by the Treasurer-Tax
Collector of the County up to the hour of 10:00 a.m. California
time on June 9, 1992 for such other time as set forth in the
Notice Inviting Bids (the "Series'" A Sale Date") ) , #or the
purchase of the Notes of Series A for cash at not less than their
principal amount and accrued 'interest thereon to the date of
their delivery, the interest rate to be designated in the bid,
the County .Administrator of the County reserving the right to
reject any and all bids, in accordance with the terms and
conditions of said Notice Inviting Bids.
The County Administrator may, in his sole discretion,
cancel the public sale of the Notes of Series .A and negotiate for
the sale of the Notes of Series Awith an underwriter or
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underwriters, ,and enter into an agreement for, the sale of the
Notes of Series A, upon such terms and conditions as he shall
deem appropriate.
(b) Sale o N+, es of Series B. The Notes of Series: B
shall be sold in such manner as shall be hereinafter determined
by this Board.
The sale of the Notes of Series B shall be subject to
the following conditions:
1. Receipt of confirmation from Moody's Investors
Service and Standard & Poorrs Corporation (if such respective
rating agency rated the Notes of Series A) that the issuance of
the Notes of Series B will not cause a reduction in such Agencyl. s
rating ;on the Notes of Series A; and
2. Receipt of an opinion of Bond Counsel to the effect
that the interest on the Notes of Series 'B is excludable from
gross income for federal income tax purposes.
genion 4 eeds gf Ngtgs. The
County; shall, immediately upon receiving the proceeds of the sale
of the 'Notes of'' each series,„ place in the County General Fund
maintained in the County Treasury all amounts representing
principal received from such respective sale. Such amounts .held
in the County General Fund shallbe invested as permitted by
Section 53601 of the. Gouernment Code provided that no such
investments shall be invested in "reverse repurchase agreements"
permitted by subsection' (i) 'of said Section 53601, and no-such
investments shall Dave a maturity later than the date that it is
anticipated that such amounts will be required to be expended.
Such amounts may be commingled with other amounts in the County
General Fund.
Amounts in the County General Fund attributable ,to the
sale of the Notes of Series A and, if issued, the Notes of
Series B shall be withdrawn and expended by the County for any
purpose for which the County is authorized to expend funds from
the General Fund of the County. but only after exhausting funds
otherwise available for such purposes (which are not restricted
funds) , and only to the. extent that on any given day :such other
funds are not then available. If on the date that is six months
from the date of issuance of the Notes of Series A, amounts not
previously withdrawn from the County General Fund and
attributable to the sale of the Notes of Series .A and;, if issued,
the Notes of Series' B exceed the greater of (i) ten percent (10%)
of the proceeds of the Notes (including investment earnings
thereon) or (ii) ten percent (10%) of the total amount expended
(not including restricted funds), from the General Fund. of the
County in 1.391-1992 Fiscal Year, the County shall promptly notify
Bond Counsel and, to the extent of its power and authority,
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comply with the instructions from Bond Counsel as to the means of
satisfying the rebate requirements of Section 148 of the, Internal
Revenue (Codeof 1986 (the "Code") If can the 'date that is six
months from the date of issuance of the Notes of Series A amounts
not 'previously withdrawn from the County General Fund
attributable' to the sale of the Notes of Series A and, if issued,
the Motes of Series B do not exceed the greater of (i) ten
percent (10%) of the proceeds of the Notes issued (including
investment earnings thereon) or (ii) ten percent (10%) of the
total amount' expended (net including restricted funds) from the
General 'Fund' of the County in 1991-1992 Fiscal Year,, the County
may use lard expend all amounts on deposit in the County General
Fund attributable to the 'Notes for any purpose for which it is
authorized to use and expend funds from the General Fuad of the
County.
fiction 5. SQ=re of Paymg t. (A) The principal of
and interest on the Notes shall be payable from taxes, income,
revenue,' cash receipts and other moneys which are received by the
County for the General Fund of the County ,for the fiscal year
1992-1393 and which are lawfully, available for the payment of
current expenses and other obligations of the County (the
"Unrestricted Revenues")
(B) As security for the payment of the principal of
and 'interest on the Nates, the County hereby pledges to deposit
in trust in a special County .fund designated as the "1932-1993
Tax and Revenue Anticipation Note Repayment Fund" (the ",Repayment
Fund") : (i) an amount equal to So% of the principal amount of
the 'Notes from the first Unrestricted Revenues received by the
County during the accounting period commencing; on December 12J.
1992 and ending January 13, 1993, ' inclusive (the "Sixth
Accounting Period") , and (ii), an amount equal to 50% of the
principal amount of Notes from the first Unrestricted Revenues
received by the County during the accounting period commencing on
April 13, 2993 and ending may 12,, 1993, inclusive (the "Tenth
Accounting Period") , together; with an 'amount sufficient (net of
anticipated earnings on moneys in the Repayment Fund) (x) to
satisfy and make ;up any deficiency in the Repayment Fund with
respect to the prior Accounting Period and (y) to pay the
interest; on the Notes at maturity. The amounts pledged by the
County for deposit into the Repayment ''Fund' from the Unrestricted
Revenues' received during each' indcated accounting 'period are
hereinafter called the "Pledged Revenues."'
(C) In the event that there have been insufficient
Unrestricted Revenues received by the County by the third
business day prier to the
and of any such Accounting Period to
permit the deposit into the Repayment 'Fund' of the full amount of
the .Pledged Revenues required to be deposited with respect to
such Accounting Period, then the amount of any deficiency in the
Repayment Fund shall be satisfied and made up from any other
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moneys of the County lawfully available for the payment of the
principal of the Notes and theAnterest thereon (all as provided
in Sections 53856 and 53857 of the Government Code) (the "Other
Pledged Moneys") on such date or thereafter on a daily basis,
when and as such Pledged Revenues and Other Pledged Moneys are
received by the County.
Section 6. Pledged Revenues.
(A) The Pledged Revenues with respect to the
accounting period in which received shall be deposited by the
Treasurer-Tax Collector of the County in the Repayment Fund
commencing the third business day of each respective accounting
period, and thereafter at intervals of no more than every five
business days. and applied as directed in this Resolution; and
the other Pledged Moneys, if any, shall be deposited by the
Treasurer-Tax Collector of the County in the Repayment Fund on
the third business day prior to the end of such accounting ,period
and on each business day thereafter, until the full amount of the
moneys required by Section 5(B) has been so deposited in the
Repayment Fund; provided that, if on the date that is
six months
from the date of issuance of the Notes of Series A amounts
previouslyVithdrawn from the County General Fund attributable to
the sale of the Notes of Series A and, if issued, the Notes of
Series B do not exceed ninety percent (90%) of the proceeds of
the Notes (includinginvestment earnings thereon) , the amounts to
be deposited in the Repayment Fund during the accounting period
in which receivedshall be deposited as soon as received. The
principal of and interest on the Notes constitute a first lien
and charge on, and shall be payable from, moneys in the Repayment
Fund. Moneys in the Repayment Fund shall be applied only as '
hereinafter .n this section 6 provided.
(B) The Treasurer-Ta x Collector of the County shall
use the moneys in the Repayment Fund on the maturity date of the
Notes to pay the principal of and interest on the Notes. . Any
moneys remaining in the Repayment Fund after such payment, or
after provision for such payment has been made,, shall be
transferred to the General Fund of the County.
(C) Moneys in the Repayment Fund shall be invested as
permitted by Section 53601 of the Government Code, except that no
moneys shall be invested in investments permitted by subsection
(i) (to the extent that subsection (i) :applies to reverse
repurchase agreements) of said Section 53601, and no such
investments shall have a maturity date later than the maturity
date of the Notes. The proceeds of any such investments shall be
retained in the Repayment Fund until payment of principal and
interest (or provision therefor) has been made in accordance with
paragraph (B) at which time any excess amount shall be
transferred to the General Fund of the county..
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See , ion" Z �= ��.#rt'cn � � ots. The Treasurer Tam
Collector of the County 'ear his designee is hereby authorized to
execute the Notes by use of his manual or facsimile signature,
and the Clerk of the hoard of Supervisors' of the County or one of
his assistants is hereby authorized to countersign, by manual. or
facsimile signature, the Rotes and to affix the seal of the Board
of 'Supervisors thereto by impressing ;the 'seal or by imprinting a
facsimiles thereon. Said officers are hereby lauthbrized to cause
the blank spaces in Exhibit,;A to be filled inas may be
appropriasste and to deliver the Nates 'of each series, to the
respective purchasers thereof. In the case of Motes executed by
facsimile signature ;of both the Treasurer-Tax Collector of the
County and the Clerk of the bard of Supervisors, the °Notes, shall
not be valid unlessand until the Paying Agent ;shall have `
manually authenticated such Notea.
_ FR=z Of XQtA_S And Certificate of
Regis=hentication and . The Nota:s shall be issued in
fully registered form without coupons and the Notes and the
Certificate of Registration shall be substantially in the form
and substance set forth in Exhibit A `attached hereto and by
reference incorporated herein, the blanks in :said farm to be
filled in with appropriate words; and figures.
ftotion 9 2Z Qgp2lithry; Registratigh,
and Transfsr,
(A) The Depository Trust Company, >New York, New York,
is hereby appointed depository for the Notes. The 'County
Administrator of the County, or hisl designee,' is hereby
authorised to execute and deliver to the depository the Letter of ''
Representations substantially in the farm iibmitted to this
meeting, (a copy'of which is on file with 'the Clerk of the '.Board) ,
with such changes, additions and corrections As the County
Administrator of the County shall require or approve. The Notes
of each series shall be Zinitially issued and registered in the
name of "Cede & 'Co. ." as nominee' of The Deposit* Trust Company,
New York, New York and shall' be evidenced by a single Note for
each series. Registered ownership of each Note, or any portion
thereof, may not thereafter be transferred except` as set forth in
Section 9(B) .
(B) The Motes shall be initially issued and registered
as provided in Section 9(A) hereof. Registered ownership 'of the
Notes, or any portions thereoft may not thereafter be transferred
except
(i) to any successor of Cede & Co , as nominee of
The Depository Trust Company, or its nominee, or of any
substitute depository designated pursuant to clause (ii) of this
subsection '(B) (*Subati,tute Depository") ; provided that any '
successor of Cede & Co. 1V as nominee of The Depository Trust
Company or 'Substitute Depository, shall be qualified under any
applicable laws to provide the service proposed to ,be provided by
it;
(ii) to any Substitute Depositary not objected to
by the County Administrator of the County, upon (1) the
resignation of The Depository Frust Company or its successor (or
any Substitute Depository or its successor) from its functions as
depository, or (2) a determination by the County Administrator of
the County to substitute another depository for The Depository
Trust Company (or its successor) because The Depository Trust
Company (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
to any person as provided below, upon (1) the
resignation of The depository Trust Company or its successor (or
any Substitute Depository or its successor) from its functions as
depository, car (2) a determination by the County Administrator of
the County to discontinue using a depository.
(C) In the case of any transfer pursuant to
clause (i) or clause (ii) of subsection (B) of this Section 9,
upon receipt of all; outstanding Notes of each series by the
Paying Agent (together, in the case of ► successor paying agent
appointed by the County pursuant to section 12 hereof, with a"
written request of the County Administrator of the County to such
successor paying agent designating the Substitute Depository) , a
single new Note for each series, which the County shall prepare
or cause-to be prepared, shall be -executed and delivered, ;
registered in the name of any such successor to Cede & Co or
such Substitute Depository, ,or their respective nominees, as the
case may be, all as specified by the County Administrator' of the
County;or, in the case of a 'successor paying agent appointed by
the County
_'pursuant to Section 12 hereof, as specified in the
written request of the County Adffiinistrator of the County. In
the case of any transfer pursuant to clause (iii)' of subsection
(B) of this Section 9 upon receipt of all outstanding Notes by
the paying Agent (together, in the case of a 'successor paying
agent appointed by the County pursuant to Section 12 hereof, with
a written request of the County Administrator of the County to
such successor paying agent)' new Notes,, which the County shall
prepare or cause to be prepared,, shall be executed and delivered
i
(D) The County 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 the Resolution and for purposes
of payment of principal of and interest on such Note,
notwithstanding any notice to the contrary received by the Paying
Agent or the County; and the County and the Paying Agent shall
not have responsibility for transmitting payments to,
communicating with, notifying, or otherwise dealing with any
beneficial owners of the 'Notes. Neither the County nor the
Paying Agent shall have any responsibility or obligation, legal'
or otherwise, to any such beneficial owners or; to any other
party, including The Depository Frust Company or its successor
(or Substitute Depository or its successor) , except to the 'owner
of any Notes, and the Paying Agent may rely conclusively on its:
records as to the identity of the owners of the Notes.
(S) Notwithstanding any other provision of this
Resolution and so long as all outstanding motes are registered in
the name of Cede & Co. or its registered assigns, the County and
the 'Paying Agent shall cooperate with 'Cede & Co. or its
registered assigns, as sole registered owner, in effecting
payment of the principal of and interest on the Motes by
arranging for payment in such manner that funds for such payments
are properly identified and are made available on the nate they
are due all in accordance with the Letter of Representations, the
provisions of which the Paying Agent may rely upon to implement'
the foregoing procedures notwithstanding any inconsistent
provisions herein.
(F) In the case of any transfer pursuant to clause
(iii) of subsection (;B) of this section 9,' any Note may, in
accordance with its terms, be transferred or exchanged for a like
aggregate principal amount in authorized denominations,' upon the
books required to be kept by the Paying Agent pursuant to the
provisions hereof, by the person in whose name it is registered,
in person or 'by his duly authorized attorney, upon surrender of
such' Note fbr cancellation, and, in the case of a transfer,
accompanied by delivery of a written instrument of ''transfer, duly
executed and in form approved by the Paying Agent,
Whenever any Note shall be surrendered for transfer or
exchange, the County shall execute and the Paying Agent shall
authenticate, if 'required, and deliver a new Note or Notes of the
same series of authorized' denominations, for a like aggregate
principal amount. The Paying Agent shall require the owner'
requesting such transfer or exchange to pay any tax or other
governmental charge required to be paid with respect to such
transfer or exchange
(G)' The Paying Agent will keep or cause to be kept
;sufficient books forthe .registration and transfer of the Nates,
which shall at all times be open to inspection';,by the County.
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Upon presentation for such purpose, the Paying Agent shall, under
such reasonable regulations as it may prescribe, register or
transfer or cause to be registered or transferred, on such books,
Notes as hereinbefore provided..
(H) If any Note shall become mutilated, the County, at
the expense of the owner of such Note, shall execute, and the ,
Paying Agent shall thereupon authenticate, if required, and
deliver a new Note of like series, tenor and number in exchange:
and substitution for the Note so mutilated, but only upon
surrender to the Paying: Agent, of the Note so mutilated. Every
mutilated Note so surrendered to the Paying Agent shall be
cancelled by it and delivered to, or upon the order, of,: the
County. If any Note shall be lost, destroyed or stolen, evidence
of such loss, destruction or theft may be submitted to the County
and the Paying Agent and, if such evidence be satisfactory to
both and indemnity satisfactory to .them shall be given, the
County,, at the expense of the owner, shall execute, and the
Paying Agent shall thereupon authenticate, if required, and
deliver a new Note of like series, tenor and number in lieu of
and in substitution for the Note so lost, destroyed or stolen (or
if any such Note shall have matured orshall beabout to mature,
instead of issuing a substitute Note, 'the Paying Agent ,may pay
the same without surrender thereof) . The Paying Agent may
require payment by the registered owner of a Note of a sum not
exceeding the actual cost of preparing each new Note issued
pursuant to this paragraph and of the expenses which may be
incurred by the County and the Paying Agent. Any Note issued
under these provisions in lieu of any Note alleged to be lost,
destroyed or stolen shallconstitute an original additional
contractual obligation on the part of the County whether or .not
the Note so alleged to be lost, destroyed or stolenbeat any
time enforceable by anyone, and shall be entitled to the benefits
of this Resolution with all other Notes secured by this
Resolution.
All Notes surrendered for payment orregistration of
transfer, if surrendered to any person other than the Paying
Agent, shall be delivered to the Paying Agent and shall be
promptly cancelled by it. The County may at any time deliver to
the Paying ,Agent: for cancellation any Notes previously
authenticated and delivered hereunder which the County may have
acquired in any manner whatsoever, and all Notes so delivered,
shall promptly be cancelled by the Paying Agent. No Note shall
be authenticated in lieu of or in exchange for any Notes
cancelled as provided herein, except as expressly permitted
hereunder. All cancelled Notes held by the Paying Agent shall be
disposed of as directed by the County.
. Section IQ. General Covenants_. it is hereby
covenanted and warranted by the Board that all representations
and recitals contained in this Resolution are true and correct
AACCRES01.0DI 10 040511 )00079-028 05115192
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and that the Board and the County, and their appropriate
officials, have duly taken all proceedings necessary tea be taken
by them, and will take any additional proceedings necessary to be
taken by them, for the levy, collection and enforcement of the
taxes, income, revenue, cash receiptsand' other -moneys pledged
hereunder in accordance with- law and for carrying out the
provisions :of this Resolution and the Nates.
gection 114 # venoms Win•'
(A) The County covenants that it shall make all
calculations in a reasonable and 'prurient Fashion relating to any
rebate of excess investment earnings can the proceeds of the Notes
due to the United States Treasury, shall segregate and set aside
from lawfully available ,sources, the amount such calculations may
indicate may be required' tea be paid to the United States Treasury
and shall otherwise at all times do and perform: all acts and
things necessary and within its power and; authority, including
complying with each applicable requirement of Section 103 and
Sections 141. through 15th of the Code and complying with the
instructions of Bond counsel° referred to in Section 4 'hereof, to
assure that interest paid on the Notes shall, for the ',purposes of
federal income taxes and California personal income taxation, be
excludable from 'the gross income of the recipients thereof and
exempt from such taxationAs part of the perforeaned of the
covenant contained in the preceding sentence, promptly after six
months from the date of the issuance 'of the Notes !of series A
the County will reasonably and prudently calculate the amount of
the Note proceeds which have been expended, with a view to
determining whether 'or neat the County has met' the requirements;, of
Section 14 8 j(f) (4) (B) of the Code 'with respect to the Notes, and
if it has not met such requirements, it will reasonably and
prudently calculate the amount, if any, of investment profits
which must be rebated to the United States and will immediately
set aside, from revenues attributable to the 1992-1393 Fiscal.
Year car, to the extent not available from such revenues, from any
other moneys lawfully available, the amount of any such rebate in
the Fund referred to in paragraph (B) of this Section 11.
( } The County shall establish and maintain a fund
separate from any other 'fund' established and maintained hereunder
designated as the 01:992-1.993 Tax and Revenue Anticipation 'Note
Rebate 'Fund", There shall be deposited in the Rebate Fund such
amounts as are required to be deposited therein in accordance
with the written instructions from Bond Counsel pursuant to
Section 4 hereof.
(C) Notwithstanding any other 'provision of this
Resolution to the contrary, upon the County's' failure to observe,
or refusal to comply with, the covenants 'contained in this
Section 11, no one other than the owners 'car former owners of the
Nates shall: be entitled to exercise any right or 'remedy under
AACCXEOOL.OM 040114OW79-M OsItsm
this Resolution can the basis of .the County's failure to observe,
or refusal to comply with, such covenants.
(D) The 'covenants contained in this section 11
' shall
survive the payment of the .Notes.
lection 12. kaying Agent. The Treasurer-Tax Collector
of the County is hereby appointed as Paying Agent for the Notes.
The County hereby directs and authorizes the payment by the
Paying Agent of the interest on and 'principal of the :.Notes when
such become due and payable, from the Repayment Fund in the
manner set ,forth herein. The County; hereby covenants to deposit
funds in the Repayment Fund at the time and in the amount
specified herein to: provide sufficient moneys to pay the
principal of and interest on the Notes can the day on ;which they
mature. Payment of the Notes shall be in accordance with the
terms of the Notes and this Resolution.
This appointment shall not preclude the County from
appointing a financial institution to act as Paying Agent or one
or more successors thereto, all without notice to; or the consent
of the registered owners of the Notes. Any such successor paying
agent shall be car shall have co-paying agent relationships with
one or more banks or trust companies with offices: in New York,
New York or San Francisco, California,
The paying Agent, initially the Treasurer-Tax Collector
of the County, 3s also appointed as registrar and, upon the
request of any registered owner is authorized to record the
transfer or exchange of Notes in accordance with the provisions
hereof
ectiN13
- Official §tatgmewt for X2Us:
The proposed form of official statement relating to the Nates of
Series =A, in substantially the form presented to this meeting, is
hereby approved with such changes, additions and corrections as
the County Administrator of the County may approve. The
Financial Advisor is hereby authorized to distribute ,such
official statement in preliminary form to the potential bidders
for the Notes of Series A and is: hereby authorized and directed
to:deliver such official statement in final farm to the
purchasers of the Notes of Series A. The County Administratorof
the County is authorized to certify to the Financial Advisor on
behalf 'of the County that the preliminary form of the official
statement is deemed `'fina'l as of its date, within the meaning of
Rule 15c2-12 promulgated under the Securities Exchange Act of
1934 (except for the omission of certain final pricing, rating
and related information as permitted by said Rule) .
ectiop 14. ppolc Actions. All actions
heretofore taken by ;the officers and agents of the County or- the
Board with respect to the sale and issuance of the Notes are
ANX3UWL.001 12 040511-00OD79-Mg 05/15r92
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hereby approved,; confirmed and ratified, and the officers of the
County and the Boardare hereby authorized and directed, for and
in the, ara me and on behalf thereof, to do any and all things and
take any and all actions and 'execute any And all certificates,
agreements and other documents which they, or any of them, may
deem neceasa►ry or advisable in order to consummate the lawful
issuance and delivery of the Notes in accordance with this
Resolution.
Soct_ien 15. e CoDtract. The
provisions of the Notes and of this Resolution shall constitute a
contract between the County and the registered owners of the
Notes, end such provisions shall be enforceable by mandamus or
any other appropriate suit, action or proceeding at law or in
equity in any court of competent jurisdiction, and, upon issuance
of the Notes, shall be irrepealable,
PASSED AND ADOPTED by the Board of Supervisors of the
County of Centra' Costal .State of California, this 19th day of
May, 1992, by the following vote;.
AYES: Supervisors' Powers , Fshden, 'Schroder, Torl.akson, McPeak
NOES: None
ABSENT: None
Chair of the. Board of Supervisors
of the County of Contra Costa
(Seal)
Attest: Phil Batchelor,
County Administrator and
Clerk of the Board' of
Supervisors of the'
County of Contra Costa
By:
!►:1 90L Ot?1 13 005114000794)n 05/13/92
EXHIBIT A
REGISTERED REGISTERED
No. S
COUNTY OF CONTRA COSTA, CALIFORNIA,
1992.-1993 TAX AND REVENUE. ANTICIPATIONNOTE
SERIES
Rate of Interest: Note Date MaturityDate: CUSiP
Registered owner:
Principal Amount:
FOR VALUE RECEIVED, the County of Contra Costa (the
"County") , State of California, acknowledges it indebted to
and promises to pay to the Registered Owner identified above, or
registered' assigns, at the office of the Treasurer--Tax Collector
of the County (the "Paying Agent") , the Principal Amount
specified above, in lawful money of the United States of America,
on the Maturity Date specified above, together with interest
thereon at the Rate of Interest per annum set forth above
(computed on the basis of a 360-day year composed of twelve
34-day months) in like lawful money from the Note Date specified
above until payment "in full of said principal sum. The principal
of and interest on this Note .shall be payable only to the
registered owner hereof upon surrender of this Note at the office
of the Pairing Agent as the same shall fall due; provided,
however, that no interest shall be payable for any period after
maturity during which the registered: owner 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 entitled "County of
Contra Costa, California, 1992-1993 'Tax and Revenue Anticipation'
Notes" (the "Notes") , in the aggregate principal amount of not to
exceed Million Dollars ($ ,OE?0,t#flt}) , of
the series designated above, all of like tenor, Made, executed
and given pursuant to and by authority ofa resolution of the
Board of Supervisors of the County (the "Resolution") duly passed
and adopted under and by authority of Article 7.6 (commencing'
with Section 53850 of Chapter 4`, Part 1, Division 2, Title 5 of
the 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
wACCRML001
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performs "in regular',anddue 'time, form and manner as required by
law, anti that tlEis Note, tog »ther, with all other indebtedness and
obligations 'of the Cc�usssty, does not exceedl any limit prescribed
by the Constitution or statutes of the State cif California.
The principal of and interest on the Notes shall be
payable from takes, income, revenue, cash receipts and other
moneys which, are received by the 'County fo the General Fund of
the County for the fiscal year 1992-1993 and which are lawfully
available for the payment of current expenses and other
obligations :of the County (the "Unrestricted Revenues") . As
security for the payment-,of the principal' of and interest on the
Notes, the County hays pledged to deposit in the Repayment Fund
(aa def ined 'in the Resolution) : (i) an amount equal to 501% of
the; principal amount of the Notes from the first Unrestricted
Revenues received by the; County during the accounting period
Commencing on December 12, 1992 and ending January 13, 1993,
inclusive (the "Sixth Accounting Period")' and (ii) an amount
equal to 56% of the principal amount of Notes from the first
Unrestricted Revenues received by the County during the
accounting period commencing on April 13, 1993 and ending May 12,
1993, inclusive (the "Tenth Accounting Period") , together with an
amount sufficient (net of anticipated earnings on moneys in the
Repayment Fund) (x) to satisfy and mare up any deficiency in the
Repayment Fund with 'respect to the prior Accounting Period and
(y) to pay the interest on the Notes at maturity (such pledged`
amounts being hereinafter called the "Pledged Revenues") . In the
event that there are insufficient Pledged`` Revenues received by
the County by the third business 'day prior to the end of any such
accounting period to permit the deposit into the Repayment Fund
of the full amount of the aforesaid moneys to be deposited, than
the amount of any deficiency, in the Repayment Fund ,shall be
satisfied and made up from any other moneys of the County
lawfully available for the payment of the principal of and
interest on the Notes (such other pledged moneys being
hereinafter: called the "tither Pledged Moneys") . The Pledged
Revenues and other Pledged Moneys shall be deposited in the
Repayment Fund at the intervals specified' in the Resolution. The
principal ofand interest on the Notes shall constitute a ',first
lien and charge`on, ' and shall be payable from, moneys in the
Repayment Fund.
This;;Note is transferable:by the registered owner
hereof in person or by such owner's attorney duly' authorized in
writing at the office of the: Paying Agent, but only in the
manner, subject to the limitations and upon payment of the
charges provided in the Resolution, and upon surrender and
cancellation of 'thins Note. Upon' such transfer a new Note or
Notes of authorized denominations and for the same aggregate
principal amount will be issued to the transferees in exchange
herefor.
x:tirx L.001 A-2 aussxs-ODW79-Ma OVIS z
The County and the Paying Agent may deem and treat the .
registered owner hereofas the absolute owner hereof `for the
purpose of receiving payment of or can account of :pr,incipa1 hereof
and interest. due hereon and for all other purposes and neither
the County nor the Paying Agent shall be affected by any notice
to the contrary.
This Note shall not be valid or become obligatory for
any purpose until the Certificate of Registration hereon shall
have been signed by the Paying Agent.
IN WITNESS WHEREOF, the County of Contra Costa has
caused this Nate to be executed by the manual or 'facsmiie
signature of its Treasurer-'fax collector' and 'countersigned by the
manual or facsimilesignature of the Clerk of its Board of
Supervisors and caused the official seal of its Board of
Supervisors to be impressed hereon, all as of the Nate Date
specified above.
COUNTY OF CONTRACOSTA
By
Treasurer-Tax Collector
(SEAL)
Countersigned:
County Administrator .and
Clerk of the Board of Supervisors
CERTIFICATE OF REGISTRATION
This Note is one of the Notes described in ,the within
mentioned Resolution, which Note has been registered on the date
set forthbelow.
Date of Registration:
COUNTY OF CONTRA COSTA
By
Treasurer-Tax Collector
:iCexsso1.001 A-3 000911-000079-M 09/19/92
3
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_ 3111 ::Nfll IUiI :3Nfr#';##1yi## 31N1 3pk'te;311 i 131111!;
[FORM ORM OF ASSIGNMENT)
For value received the undersigned do(es) hereby sell,
assign and transfer unto (insert
Social Security Number or taxpayer identification number) the
within--mentioned registered Nate and 'hereby irrevocably
constitute(s) and appoints
attorney, to transfer the same on the books of the Paying ;Agent
with full power of substitution in the premises.
Dated:
Signature
Signature Guaranteed By NOTE: The signature to the
assignment must correspond to the
name as written on the face of this
Note in every particular, without
any alteration or change
NOTE: The signature to whatsoever
the assignment must be
guaranteed by a member
firm of the New Fork Stock
Exchange ora commercial
bank or trust company.
[FORM OF DTCLEGEND]
Unless the certif i+cate is presented by an authorized
representative of The Depository gust Company to the issuer or,
its agent for registration of transfer, exchange or payment, and
any certificate' issued is regi.stered. 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. 0, ANY TRA2+1'sFER, PLEDGE OR OTHER USE HEREOF FOR VALUE 4R
OTHERWISE BY OTo ANY PERSON IS WRONGFUL, since the registered
owner hereof, Cede & Co , hes an interest herein.:
AACJGRML.041 Vii:--4 040512-000079-a28 05115/92
NOTICE OF SALE
NOT TO 'EXCEED
$125,000,000
COUNTY .OF CONTRA COSTA
CALIFORNIA
1992-1993 TAX AND REVENUE ANTICIPATION NOTES OF SERIES A
NOTICE IS HEREBY GIVEN that the Board of Supervisors
of the County of Contra Costa (the "County") , State of
California, intends to offer for public ,sale on Tuesday,
June 9, 1992, at the hour of 10:00 a.m. , local time, at the
office of the 'County's Financial Advisor, Prager, McCarthy &
Lewis, One Maritime Plaza, 11th Floor, San Francisco,
California 94111, not to exceed $125,000,000 principal amount
of tax and revenue anticipation notes of the County of Contra
Costa designated "County of Contra Costa, California,
1992-1993 Tax and Revenue Anticipation Notes of Series A" (the
"Notes") . The County reserves the right to postpone, by
Munifacts wire, said public sale date by notice given no °'later
than 24 hours prior to 10:00 a.m. on June 9, 1992 to any date
in June, 1992. If no legal bid is received for the Notes on
June 9, 1992 `or such other date as established by Munifacts
wire at the time and place specified, bids will be ;received
for the Notes at the same place and at such time as shall be
designated in such Munifacts wire. As an accommodation to
bidders, telephonic or fax 'notice of the postponement of the
sale date will be given to any bidder requesting such notice
by request directed to 'Prager, McCarthy ;& Lewis, Financial
Advisor, One Maritime Plaza, llth Floor, San Francisco,
California 94111, ,' attention Arnold Mazotti. Failure of any
bidder to 'receive such Munifacts, telephonic or fax notice
shall not affect the legality of the sale.
NOTICE IS HEREBY FURTHER GIVEN that the Notes will
be offered for public sale ''subject to the terms and conditions
of the Notice Inviting Bids on the Notes, dated May 19, 1992,
and copies of said Notice Inviting 'Bids and the Official
Statement relating to the Notes will be furnished upon request
to Prager, McCarthy & Lewis, Financial Advisor, One Maritime'
Plaza, 11th Floor, San Francisco, California 94111.
Dated: May 19, 1992 .
/s/ Philip B tchelor
County Administrator and Clerk of the
Board of Supervisors, County of Contra
Costa, Stat a of California
30672